（Revised in August 2025）
CITIC Securities Company Limited (hereinafter referred to as “CITIC Securities”, or the “Company”) attaches great importance to anti-bribery and integrity management. In accordance with the Securities Law of the People's Republic of China, the Regulations on the Supervision and Administration of Securities Firms, the Regulations on Integrity in the Practice of Securities and Futures Institutions and their Staff, the Implementation Rules for Integrity in the Practice of Securities Operating Institutions and their Staff, the Code of Professional Ethics for Securities Practitioners and other relevant laws, regulations and self-regulatory rules, the Company has established and continuously improved a regulatory system for anti-commercial bribery and integrity management too effectively manage and promote the integrity of c employees.
This policy summarizes the key points of the Company's anti commercial bribery and integrity management system, which are now disclosed and actively subject to supervision from all parties.
I. Management Architecture
The Company bears the main responsibility for the construction of integrity culture and the prevention and control of risks in integrity employment.
The board of directors of the Company is responsible for formulating the goals and overall requirements for integrity management, and is responsible for the effectiveness of the Company's integrity management.
The Company's business management committee incorporates integrity management into the Company's internal control system. The Company shall establish an Anti-Corruption and Anti Commercial Bribery Committee, implement the anti-corruption management objectives and work requirements of the Board, and implement the anti-corruption work arrangements established by the Company's Business Management Committee.
II. Integrity Requirements
i. All units and employees of the Company shall strictly comply with the the Regulations on Integrity in the Conduct of Business by Securities and Futures Institutions and Their Staff and relevant regulations in carrying out business activities. They shall not use their positions to facilitate the transmission of improper benefits to public officials, regulatory personnel, customers, potential customers, and other interested parties, and shall not interfere with or incite or assist others to interfere with the work of regulatory or self-regulatory agencies in the following ways:
(i) Provide gifts, real estate, cars, securities, equity, commission returns, and other financial assets, or provide convenience such as handling or holding for the aforementioned actions.
(ii) Provide benefits such as tourism, entertainment, fitness, and work arrangements.
(iii) Provide lavish hospitality that exceeds the Company's marketing expense standards in order to achieve performance, frequent hospitality, or hospitality that affects the proper exercise of authority.
(iv) Arrange transactions for structured, high-yield, and breakeven financial products that significantly deviate from fair value.
(v) Directly or indirectly providing insider information, non-public information, trade secrets, or customer information to others, indicating or implying that others are engaged in related trading activities.
(vi) Other situations where improper benefits are conveyed.
ii. Each unit and employee of the Company shall not seek improper benefits in the following ways during business activities:
(i) Directly or indirectly accepting or demanding property or benefits from others.
(ii) Directly or indirectly utilizing insider information, non-public information, trade secrets, and customer information provided or voluntarily obtained by others for profit.
(iii) Seeking benefits by inducing clients to engage in unnecessary transactions or using clients' entrusted assets for unnecessary transactions.
(iv) Engaging in profit-making business activities in violation of regulations, concurrently holding positions that may affect their independence, or engaging in activities that conflict with the legitimate interests of their institution or investors.
(v) Violating regulations and utilizing power to provide convenient conditions for close relatives or other interested parties to engage in for-profit business activities.
(vi) Other situations of seeking improper benefits or commercial bribery.
iii. All units and employees of the Company are subject to supervision and management by regulatory authorities, as well as cooperation with the stock exchange, China Securities Association, China Securities Investment Fund Industry Association, China Securities Depository and Clearing Co., Ltd., China Securities Finance Corporation, China Securities Investor Protection Fund Co., Ltd., China Foreign Exchange Trading Center and National Interbank Funding Center, China National Government Bond Depository and Clearing Co., Ltd In the process of conducting business or accepting self-discipline management, self-regulatory agencies such as the Interbank Market Clearing House Co., Ltd. shall not engage in the following behaviors:
(i) Conveying undue benefits to its staff.
(ii) Illegally influencing supervisory or self-discipline management decisions.
(iii) Illegally influence the work arrangement of supervision and self-discipline management, or obtain internal information of supervision policies, supervision and self-discipline management in an improper manner.
(iv) Refuse, interfere, hinder or fail to cooperate with supervisory and regulatory departments, self-regulatory agencies, and their staff in carrying out supervisory and self-regulatory work.
(v) Assisting others in interfering with the normal supervision and management work of supervisory and regulatory departments and self-regulatory agencies.
(vi) Other behaviors that affect the normal supervision and management of supervisory and self-regulatory agencies.
iv. During the process of conducting investment banking business, all units and employees of the Company shall not transfer or seek illegitimate benefits through the following means:
(i) Obtaining the equity of the proposed listed company for itself, the current or former employees of the Commission system and their interested parties at an unfair price or in an improper manner;
(ii) Acquiring the equity of the listed company or the assets equity of the target company for merger and acquisition , restructuring for itself or its interested parties at an unfair price or in an improper manner;
(iii) Leakage of securities issuance inquiry and pricing information, collusion of quotations and manipulation of securities issuance prices; Leaking information on mergers and acquisitions of listed companies and engaging in insider trading;
(iv) Directly or indirectly conveying benefits through engage third-party institutions or individuals; Sign agreements on fictitious service subjects or service contents, using the assets of the institution or clients to pay consulting fees, consulting fees, service fees and other fees to third parties who do not have relevant professional capabilities or do not provide corresponding services;
(v) Engaging in covert operations during securities issuance and underwriting, using methods such as rebates, proxy holdings, illegal placements, trusts, etc. to convey or seek illegitimate benefits; Placing bonds or agreeing to repurchase bonds at non fair prices to interested parties; Assist the issuer in directly or indirectly subscribing for its own issued bonds;
(vi) Using defamation of peers, unreasonable quotations, claiming familiarity with regulators or other relevant personnel, reducing due diligence criteria or information disclosure quality, or soliciting projects, negotiating service fees or demanding improper benefits by means of promised prices, interest rates, promised declaration time, obtaining approval and obtaining approval time, etc;
(vii) Instigating, instigating or assisting others to interfere with the audit, supervision or self-discipline management work in an improper manner, "hunting" the audit and supervision personnel through profit transmission, bribery and other means in the process of project application, audit, inspection, registration, investigation, etc., and using the relationship or identity of in-service or resigned personnel and their close relatives in the Commission system to seek illegitimate benefits;
(viii) In the process of project application, review, issuance and underwriting, obtain illegitimate benefits through fraud, coercion of issuer, or assist issuer in concealing financial fraud and other illegal and irregular behaviors;
(ix) Utilize their position or work convenience to embezzle business income, or receive benefits from customers or their stakeholders, or reimburse expenses unrelated to the project;
(x) In violation of regulations, accepting the property or other illegitimate benefits of the issuer or its interested parties, neglecting to perform the duties of intermediary institutions, and helping the issuer to fraudulently go listed or issue securities;
(xi) Other acts of transporting or seeking illegitimate benefits.
During the process of carrying out investment banking business, all units and their staff of the Company shall provide integrity risk warnings to the issuer, and clarify that the issuer shall not interfere with the audit in the aforementioned way, and shall "hunt" the audit and regulatory personnel.
III. Anti commercial bribery and financial discipline
Company employees should prevent commercial bribery and prohibit accepting gifts, shopping cards, club membership cards, gifts, and other valuable securities from customers, affiliated institutions, colleagues, etc. in business activities; Prohibited kickbacks, commissions, benefits, etc. must be paid in full. It is prohibited to accept arrangements for banquets, entertainment, travel and vacation activities that may affect the fair performance of duties. In business activities, it is not allowed to give gifts, shopping cards, club membership cards, gifts, or other valuable securities to customers.
The Company implements approval management for paid payments from third-party institutions. Each unit and employee shall hire a third-party institution to provide services such as investment consulting, financial consulting, product consignment, intermediary introduction, professional consulting, business activities, etc. The qualification requirements of the third party shall be clearly defined, internal approval procedures shall be followed in advance, and a service agreement shall be signed after approval. The service content, service period, and fee standards shall be clearly stipulated in the service agreement.
IV. Training
In order to help employees understand the requirements of anti-corruption and anti-corruption work, the Company conducts annual anti-corruption and professional ethics training covering all employees, requiring all employees to complete the learning and testing on time, and continuously follow up on the completion of employees, ensuring that employees are familiar with the relevant provisions of anti-corruption work, improving their awareness of integrity, implementing the requirements of anti-corruption work and anti-corruption work, and fully practicing good professional ethics criteria.
V. Supervision and management
i. Normalized supervision mechanism
CITIC Securities continues to implement the work mechanism of integrity commitment, conveying corresponding integrity requirements to employees during their onboarding, job adjustments, and promotions, and requiring all employees to sign integrity commitment annually. The Company conducts an annual internal audit of the integrity industry, which covers the overall situation of the Company's integrity industry internal control management and the implementation and execution of integrity industry management requirements by its main business lines. In terms of business supervision and management, in accordance with regulatory requirements and internal management regulations, the Company incorporates the integrity of each unit and employee's employment into the audit, performance evaluation, and personnel management system. Incorporate the implementation of integrity practices in the unit during assessment and audit; Take integrity as an important consideration when hiring, assessing, promoting, and resigning employees.
The Company carries out regular management of integrity management covering all employees, pays attention to relevant abnormal behaviours, dynamically determines the audit focuses on matters in the field of integrity and professional ethics as well as the institutions to be covered, and ensures that inspections related to professional ethics standards and audits of integrity management cover all operating institutions of the Company by combining on-site and off-site methods.
ii. Reporting
The Company accepts complaints and reports of violations, including online and offline channels such as letters, emails, phone calls, faxes, and on-site visits. The reporting methods include real name and anonymous reporting. The Company strictly implements the confidentiality system for reporting information, effectively safeguarding the confidentiality and legitimate rights and interests of all whistleblowers. The Company strictly implements the confidentiality system for reporting matters, and all units and employees of the Company are not allowed to disclose information to the informant or the investigated person, retaliate against the informant or hold different opinions.
VI. Accountability
The Company shall hold accountable and handle violations in accordance with internal regulations, and impose disciplinary or auxiliary measures on employees based on the severity of the circumstances.
