CSC Financial Co., Ltd. — Capital/Financing Update 2021

Jun 11, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement and the Listing Documents (as defined below) attached hereto, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement and the Listing Documents attached hereto.

This announcement and the Listing Documents attached hereto are for information purposes only and do not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Issuer (as defined below). This announcement and the Listing Documents attached hereto are not, and are not intended to be, an offer of securities of the Issuer for sale, or the solicitation of an offer to buy securities of the Issuer, in the United States. The securities referred to in this announcement and the Listing Documents attached hereto have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to registration requirements of the Securities Act. The Notes (as defined below) are being offered and sold only outside the United States and, in certain circumstances, to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act (“ Regulation S ”). This announcement and the Listing Documents attached hereto are not for distribution, directly or indirectly, in or into the United States or to, or for the account or benefit of U.S. persons. No public offer of the securities referred to herein is being or will be made in the United States.

This announcement and the Listing Documents attached hereto have been published for information purposes only as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the Listing Documents attached hereto) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the Listing Documents attached hereto shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the Issuer for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

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Notice to Hong Kong investors: The Issuer and the Guarantor (as defined below) confirm that the Notes are intended for purchase by Professional Investors (as defined in Chapter 37 of the Listing Rules) only and have been listed on The Stock Exchange of Hong Kong Limited on that basis. Accordingly, the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

CSCIF Asia Limited (the “Issuer”)

(Incorporated under the laws of the British Virgin Islands with limited liability)

Publication of Pricing Supplement for The Issuance of US$500,000,000 1.125% Guaranteed Notes Due 2024 (Stock Code: 40719) under U.S.$3,000,000,000 Medium Term Note Programme (the “Programme”) Unconditionally and irrevocably guaranteed by

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CSC Financial Co., Ltd. 中信建投証券股份有限公司 (the “Guarantor”)

(Incorporated with limited liability in the People’s Republic of China)

(Hong Kong Stock Exchange Stock Code: 6066; Shanghai Stock Exchange Stock Code: 601066)

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners

China Securities International China CITIC Bank International ICBC International ICBC (Asia) ICBC Singapore ABC International Bank of China China Construction Bank (Asia) Bank of Communications BOSC International SPDB International Standard Chartered Bank HSBC

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Joint Lead Managers and Joint Bookrunners

CNCB Capital	BOCOM International	CMB International
CMB Wing Lung Bank Limited	Industrial Bank Co., Ltd. Hong Kong Branch	China Minsheng Banking Corp., Ltd., Hong Kong Branch
CMBC Capital	Shanghai Pudong Development Bank Hong Kong Branch	China Everbright Bank Hong Kong Branch
Shenwan Hongyuan (H.K.)	Daiwa Capital Markets	BofA Securities
Société Générale Corporate & Investment Banking	BNP PARIBAS	Chiyu Banking Corporation Limited

This announcement is made pursuant to Rule 37.39A of the Listing Rules.

Please refer to the offering circular dated 26 May 2021 (the “ Offering Circular ”) (available at https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0527/2021052700213.pdf) appended to the announcement of the Issuer, an indirect wholly-owned subsidiary of the Guarantor, dated 27 May 2021 in relation to the Programme and the pricing supplement dated 3 June 2021 (the “ Pricing Supplement ”) appended hereto in relation to the US$500 million 1.125% guaranteed notes due 2024 (the “ Notes ”). The Issuer announces that the listing of the Notes on The Stock Exchange of Hong Kong Limited has become effective on 11 June 2021. The Pricing Supplement have been published in English only. Chinese versions of the Pricing Supplement will not be published.

The Offering Circular and the Pricing Supplement (collectively, the “ Listing Documents ”) do not constitute a prospectus, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor do the Listing Documents an invitation to the public to make offers to subscribe for or purchase any securities.

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The Listing Documents must not be regarded as an inducement to subscribe for or purchase any securities of the Issuer, and no such inducement is intended. No investment decision should be made based on the information contained in the Listing Documents.

Beijing, the PRC, 11 June 2021

As at the date of this announcement, the sole director of CSCIF Asia Limited is Ms. XUE Lan.

As at the date of this announcement, the executive Directors of CSC Financial Co., Ltd. are Mr. WANG Changqing and Mr. LI Geping; the non-executive Directors of the CSC Financial Co., Ltd. are Mr. YU Zhongfu, Mr. WANG Xiaolin, Ms. ZHANG Qin, Ms. ZHU Jia, Mr. WANG Hao; and the independent non-executive Directors of the CSC Financial Co., Ltd. are Mr. DAI Deming, Mr. BAI Jianjun, Mr. LIU Qiao, Mr. PO Wai Kwong and Mr. LAI Guanrong.

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Pricing Supplement

MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “ MiFID II ”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “ distributor ”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

PRIIPs REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“ EEA ”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “ MiFID II ”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “ Insurance Distribution Directive ”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “ PRIIPs Regulation ”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

UK PRIIPs REGULATION - PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“ UK ”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“ EUWA ”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “ FSMA ”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “ UK PRIIPs Regulation ”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore – In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the “ SFA ”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “ CMP Regulations 2018 ”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products.

This document is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ HKSE ”)) (“ Professional Investors ”) only.

Notice to Hong Kong Investors: Each of the Issuer and the Guarantor confirms that the Notes are intended for purchase by Professional Investors only and will be listed on the HKSE on that basis. Accordingly, each of the Issuer and the Guarantor confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. HKSE has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on HKSE is not to be taken as an indication of the commercial merits or credit quality of the Programme, the Notes or the Issuer and the Guarantor or quality of disclosure in this document. Hong Kong Exchanges and Clearing Limited and HKSE take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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3 June 2021

CSCIF Asia Limited

Legal entity identifier (LEI): 254900FU76ICV5ASRV38 Issue of U.S.$500,000,000 1.125 per cent. Guaranteed Notes due 2024 Guaranteed by CSC Financial Co., Ltd. ( 中信建投证券股份有限公司 )

under its U.S.$3,000,000,000

Guaranteed Medium Term Note Programme

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “ Conditions ”) set forth in the Offering Circular dated 26 May 2021 (the “ Offering Circular ”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of the Offering Circular and this Pricing Supplement.

1	(i)	Issuer:	CSCIF Asia Limited
	(ii)	Guarantor:	CSC Financial Co., Ltd. (中信建投证券股份有
			限公司)
2	(i)	Series Number:	2
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be	Not Applicable
		consolidated and form a single Series:
3	Specified Currency or Currencies:		U.S.$
4	Aggregate Nominal Amount:
	(i)	Series:	U.S.$500,000,000
	(ii)	Tranche:	U.S.$500,000,000
5	(i)	Issue Price:	99.621 per cent. of the Aggregate Nominal
			Amount
	(ii)	Gross proceeds:	U.S.$498,105,000
6	(i)	Specified Denominations:	U.S.$200,000 and integral multiples of
			U.S.$1,000 in excess thereof
	(ii)	Calculation Amount:	U.S.$1,000
7	(i)	Issue Date:	10 June 2021
	(ii)	Interest Commencement Date:	Issue Date
8	Maturity Date:		10 June 2024
9	Interest	Basis:	1.125 per cent. Fixed Rate
10	Redemption/Payment Basis:		Redemption at par
11	Change of Interest Basis or		Not Applicable
	Redemption/Payment Basis:

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• 12 Put/Call Options:

• 13 Rating Maintenance:

• 14 Date of Board approval for issuance of Notes and Guarantee obtained:

• 15 Regulatory approval for issuance of Notes obtained:

• 16 Listing:

• 17 Method of distribution:

Relevant Events Put Option

Applicable

Issuer’s Board Resolutions dated 15 July 2020 and Guarantor’s Board Resolutions dated 13 January 2020, respectively

Registration Certificate of Enterprise Foreign Debt dated 22 June 2020.

The Stock Exchange of Hong Kong Listing of the Notes is expected to be effective on 11 June 2021.

Syndicated

Provisions Relating to Interest (if any) Payable

• 18 Fixed Rate Note Provisions

Applicable

• (i) Rate of Interest:

• (ii) Interest Payment Date(s):

• (iii) Fixed Coupon Amount(s): (Applicable to Notes in definitive form)

• (iv) Broken Amount(s): (Applicable to Notes in definitive form)

• (v) Day Count Fraction:

• (vi) Determination Date(s):

• (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:

• 19 Floating Rate Note Provisions

• 20 Zero Coupon Note Provisions

• 21 Index Linked Interest Note Provisions

• 22 Dual Currency Interest Note Provisions

1.125 per cent. per annum payable semiannually in arrear

10 June and 10 December in each year, commencing on 10 December 2021

U.S.$5.625 per Calculation Amount

Not Applicable

30/360

Not Applicable

None

Not Applicable Not Applicable Not Applicable

Not Applicable

Provisions Relating to Redemption

• 23 Issuer Call:

• 24 Investor Put:

Not Applicable Not Applicable

• 25 Relevant Events Put

• 26 Final Redemption Amount:

Condition 6(d) applies

U.S.$1,000 per Calculation Amount

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• 27 Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions):

• U.S.$1,000 per Calculation Amount

General Provisions Applicable to the Notes

• 28 Form of Notes:

Registered Notes :

Global Certificate exchangeable for Individual Note Certificates in the limited circumstances described in the Global Certificate

• 29 Additional Financial Centre(s) or other special provisions relating to Payment Dates:

• 30 Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

• 31 Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

No

Not Applicable

• 32 Details relating to Instalment Notes:

• (i) Instalment Amount(s):

• (ii) Instalment Date(s):

• 33 Redenomination applicable:

• 34 Consolidation provisions:

• 35 Other terms or special conditions:

Not Applicable Not Applicable

Redenomination not applicable Not Applicable Not Applicable

Distribution

36 (i) If syndicated, names and addresses of Managers and commitments:

China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square Central Hong Kong

China CITIC Bank International Limited 80/F, International Commerce Centre 1 Austin Road West Kowloon Hong Kong

ICBC International Securities Limited 37/F, ICBC Tower 3 Garden Road Hong Kong

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Industrial and Commercial Bank of China

(Asia) Limited

28/F ICBC Tower 3 Garden Road Central Hong Kong

Industrial and Commercial Bank of China Limited, Singapore Branch

6 Raffles Quay #23-01 Singapore 048580

ABCI Capital Limited

11/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong

Bank of China Limited

7/F, Bank of China Tower 1 Garden Road Central Hong Kong

China Construction Bank (Asia)

Corporation Limited

28/F, CCB Tower 3 Connaught Road Central Hong Kong

Bank of Communications Co., Ltd. Hong

Kong Branch

20 Pedder Street Central Hong Kong

BOSC International Company Limited

34/F, Champion Tower 3 Garden Road Central Hong Kong

SPDB International Capital Limited

33/F SPD Bank Tower 1 Hennessy Road Hong Kong

Standard Chartered Bank

One Basinghall Avenue London EC2V 5DD United Kingdom

The Hongkong and Shanghai Banking Corporation Limited

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Level 17, HSBC Main Building 1 Queen's Road Central Hong Kong

CNCB (Hong Kong) Capital Limited

2801, Lippo Centre Tower Two 89 Queensway Hong Kong

BOCOM International Securities Limited

9/F, Man Yee Building 68 Des Voeux Road Central Hong Kong

CMB International Capital Limited

45F, Champion Tower 3 Garden Road Central, Hong Kong

CMB Wing Lung Bank Limited

8/F, CMB Wing Lung Bank Building 45 Des Voeux Road Central Hong Kong

Industrial Bank Co., Ltd. Hong Kong Branch

10-12/F, One International Finance Centre 1 Harbour View Street Central, Hong Kong

China Minsheng Banking Corp., Ltd., Hong

Kong Branch

37/F., Two International Finance Centre 8 Finance Street Central Hong Kong

CMBC Securities Company Limited

45/F, One Exchange Square 8 Connaught Place Central Hong Kong

Shanghai Pudong Development Bank Co.,

Ltd., Hong Kong Branch

30/F, SPD Bank Tower, One Hennessy 1 Hennessy Road Hong Kong

China Everbright Bank Co., Ltd., Hong Kong Branch 22th Floor, Everbright Centre 108 Gloucester Road

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Wan Chai Hong Kong

Shenwan Hongyuan Securities (H.K.) Limited

Level 19, 28 Hennessy Road Hong Kong

Daiwa Capital Markets Singapore Limited

7 Straits View, Marina One East Tower #16-05/006 Singapore 018936

Merrill Lynch (Asia Pacific) Limited

55/F, Cheung Kong Center 2 Queen’s Road Central Central Hong Kong

Société Générale

34/F Three Pacific Place 1 Queen’s Road East Hong Kong

BNP Paribas

63/F, Two International Finance Centre 8 Finance Street Central Hong Kong

Chiyu Banking Corporation Limited

6/F, 78 Des Voeux Road Central Hong Kong

(ii) Date of Subscription Agreement

• (iii) Stabilisation Manager(s) (if any):

37 If non-syndicated, name of relevant Dealer:

38 Total commission and concession:

39 U.S. Selling Restrictions:

• 40 Additional selling restrictions:

3 June 2021

any one of the Managers appointed and acting in its capacity as Stabilisation Manager (provided that China CITIC Bank International Limited shall not be appointed or acting as the Stabilisation Manager)

Not Applicable

The Issuer (failing whom the Guarantor) shall pay to each Manager a commission as set out in the fee letter to be entered into between the Issuer, the Guarantor and such Manager within 30 calendar days after the date of the Subscription Agreement.

Reg. S Category 2; TEFRA not applicable

Not Applicable

Operational Information

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• 41 Any clearing system(s) other than Euroclear or Clearstream and the relevant identification number(s):

• 42 Delivery:

• 43 Additional Paying Agent(s) (if any):

• 44 (i) ISIN:

• (ii) Common Code:

• 45 The aggregate principal amount of Notes issued has been translated into U.S. dollars (for Notes not denominated in U.S. dollars):

• 46 Ratings:

Not Applicable

Delivery against payment

Not Applicable

XS2349739248 234973924

Not Applicable

The Notes to be issued have been rated: Moody’s: Baa1

A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

• 47 Private Bank Rebate/Commission:

Not Applicable

STABILISATION

In connection with the issue of the Notes, one or more of the Dealers named as Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in this Pricing Supplement (provided that China CITIC Bank International Limited shall not be appointed or acting as the Stabilisation Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

Listing Application

This Pricing Supplement comprises the final terms required for the issue of Notes described herein pursuant to the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme of CSCIF Asia Limited.

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Signed on behalf of CSCIF ASIA LIMITED

as the Issuer:

/s/ Xue Lan By:

Duly authorized

Signature Page – Pricing Supplement

Signed on behalf of

CSC FINANCIAL CO., LTD. ( 中信建投証券股份有限公司 ) as the Guarantor:

/s/ Zhao Ming By: Duly authorized

Signature Page – Pricing Supplement