Abbreviations 2. Corporate Information 3. Management Discussion and Analysis 4. Other Information 11

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2 Contents Page Abbreviations 2 Corporate Information 3 Management Discussion and Analysis 4 Other Information 11 Report on Review of Condensed Consolidated Financial Statements 18 Consolidated Statement of Profit or Loss 20 Consolidated Statement of Profit or Loss and Other Comprehensive Income 21 Consolidated Statement of Financial Position 22 Consolidated Statement of Changes in Equity 24 Condensed Consolidated Cash Flow Statement 25 26

3 2 Abbreviations In this interim report, the following abbreviations have the following meanings unless otherwise specified: Board Brilliant Decent China Minsheng Company CMBC Investment board of Directors Brilliant Decent Limited China Minsheng Banking Corp., Ltd. ( ), a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange (stock code: 1988) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: ) CMBC Capital Holdings Limited CMBC Investment (HK) Limited CMBC Asset Management CMBC Asset Management Company Limited CMBCI CMBCI Investment CMBCI Investment HK CMBCCF CMBCIC Directors Group Listing Rules PRC CMBC International Holdings Limited CMBC International Investment Limited CMBC International Investment (Hong Kong) Limited CMBC Capital Finance Limited CMBC International Capital Limited directors of the Company Company and its subsidiaries Rules Governing the Listing of Securities on the Stock Exchange People s Republic of China Previous Period the six months ended 30 September 2017 Reporting Period the six months ended 30 June 2018 Shares SFO the shares of the Company Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) Share Option Scheme the share option scheme adopted by the Company on 24 September 2012 Share Award Scheme the share award scheme adopted by the Company on 19 February 2016 Stock Exchange HK$ and cents % per cent. The Stock Exchange of Hong Kong Limited Hong Kong dollars and cents

4 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 3 Corporate Information BOARD OF DIRECTORS Executive Directors Mr. Li Jinze (Chairman) Mr. Ding Zhisuo Mr. Ng Hoi Kam Non-executive Directors Mr. Ren Hailong Mr. Liao Zhaohui Independent Non-executive Directors Mr. Lee, Cheuk Yin Dannis Mr. Wu Bin Mr. Wang Lihua AUDIT COMMITTEE Mr. Lee, Cheuk Yin Dannis (Chairman) Mr. Wu Bin Mr. Wang Lihua REMUNERATION COMMITTEE Mr. Wu Bin (Chairman) Mr. Ren Hailong Mr. Wang Lihua NOMINATION COMMITTEE Mr. Wu Bin (Chairman) Mr. Ren Hailong Mr. Wang Lihua EXECUTIVE COMMITTEE Mr. Li Jinze (Chairman) Mr. Ding Zhisuo Mr. Ng Hoi Kam RISK MANAGEMENT AND INTERNAL CONTROL COMMITTEE Mr. Liao Zhaohui (Chairman) Mr. Ding Zhisuo Mr. Lee, Cheuk Yin Dannis STRATEGIC DEVELOPMENT COMMITTEE Mr. Li Jinze (Chairman) Mr. Ding Zhisuo Mr. Ng Hoi Kam Mr. Ren Hailong Mr. Wu Bin COMPANY SECRETARY Mr. Dong Qizhen (resigned on 3 September 2018) Ms. Yang Na (appointed on 3 September 2018) TRADING OF SHARES The Stock Exchange of Hong Kong Limited (Stock Code: 1141) REGISTERED OFFICE Clarendon House 2 Church Street Hamilton HM 11 Bermuda HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Units 6601A and Level 66 International Commerce Centre 1 Austin Road West Kowloon Hong Kong PRINCIPAL BANKERS China Minsheng Banking Corp., Ltd OCBC Wing Hang Bank Limited Wing Lung Bank Limited Shanghai Pudong Development Bank Co., Ltd LEGAL ADVISER Jun He Law Offices AUDITOR KPMG Certified Public Accountants Hong Kong PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE MUFG Fund Services (Bermuda) Limited 26 Burnaby Street Hamilton HM11 Bermuda HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE Tricor Tengis Limited Level 22, Hopewell Centre 183 Queen s Road East Hong Kong WEBSITE

5 4 Management Discussion and Analysis FINANCIAL RESULTS AND BUSINESS REVIEW During the Reporting Period, the Group s profit attributable to the owners of the Company has increased to approximately HK$100.4 million, representing an increase of approximately 29.1% when compared to profit for the Previous Period of HK$77.8 million. The Group s basic earnings per share were HK0.22 cents (30 September 2017: HK0.21 cents) and diluted earnings per share of HK0.22 cents (30 September 2017: HK0.21 cents). Revenue The Group s revenue increased by approximately 360.6% to approximately HK$344.1 million during the Reporting Period, compared to approximately HK$74.7 million in the Previous Period. It was mainly due to the contribution from the investment and financing segment and the asset management and advisory segment during the Reporting Period. The analysis of the Group s revenue by reportable segments is as below. Securities During the Reporting Period, the revenue and profit contributed by securities segment were approximately HK$58.0 million and HK$22.9 million, respectively, compared to the revenue and profit of approximately HK$40.4 million and HK$31.3 million, respectively in the Previous Period. The decrease in segment profit was mainly attributable to the increase in finance costs for the operation of margin financing business. Investment and financing During the Reporting Period, the segment revenue, which included dividend income from investments in listed equity securities and quoted funds, interest income from investment in bonds, convertible promissory note, interest-bearing notes and loans, amounted to HK$184.0 million as compared to HK$13.3 million in the Previous Period. The segment profit decreased from HK$65.7 million in the Previous Period to segment profit of HK$21.2 million in the Reporting Period. The decrease in segment profit was mainly attributable to impairment loss on debt securities, loans and advances of approximately HK$17.5 million upon new adoption of HKFRS 9, compared to Nil in the Previous Period, and the increase in finance costs with the expansion of investment business. At the end of the Reporting Period, the Group s investment portfolio mainly constituted of listed and unlisted equity securities, listed debt securities, quoted and unlisted funds, unlisted convertible promissory note, interest-bearing notes and loans.

6 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 5 Management Discussion and Analysis FINANCIAL RESULTS AND BUSINESS REVIEW (continued) Asset management and advisory The Group s asset management and advisory segment represents the provision of asset management, financial advisory, sponsorship and financial arrangement services to clients. The segment recorded advisory and arrangement income of approximately HK$102.0 million as compared to HK$21.0 million in the Previous Period and segment profit of approximately HK$84.4 million during the Reporting Period as compared to HK$20.1 million in the Previous Period. The increase in segment profit was mainly attributable to the commencement of the provision of corporate advisory and sponsorship services in the Reporting Period. LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE Capital Structure As at 30 June 2018, the total number of the issued share capital with the par value of HK$0.01 each was 45,778,757,729 and total equity attributable to shareholders was approximately HK$1,096.2 million (31 December 2017: HK$1,280.2 million). During the Reporting Period, no shares have been purchased or granted to the selected persons of the Group under the Share Award Scheme or the Share Option Scheme. Liquidity and Financial Resources The Group primarily financed its operations with internally generated cash flows, borrowings, and by its internal resources and shareholder s equity. As at 30 June 2018, the Group had current assets of approximately HK$8,411.3 million (31 December 2017: HK$4,829.0 million) and liquid assets comprising cash (excluding segregated bank accounts) and investments in listed equity securities, listed debt securities and quoted funds totaling approximately HK$3,495.8 million (31 December 2017: HK$2,287.2 million). The Group s current ratio, calculated based on current assets of approximately HK$8,411.3 million (31 December 2017: HK$4,829.0 million) over current liabilities of approximately HK$8,063.2 million (31 December 2017: HK$3,886.0 million), was at a ratio of approximately 1.0 at the end of the Reporting Period (31 December 2017: 1.2).

7 6 Management Discussion and Analysis LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (continued) Liquidity and Financial Resources (continued) The Group s finance costs for the Reporting Period represented the effective interest on notes payable of approximately HK$4.1 million (Previous Period: HK$4.2 million), effective interest on promissory notes of Nil (Previous Period: HK$0.3 million), interest on bank borrowings of approximately HK$9.5 million (Previous Period: HK$0.3 million), interest on loans from an intermediate holding company of approximately HK$84.2 million (Previous Period: HK$2.9 million) and interest on financial assets sold under repurchase agreements of approximately HK$11.6 million (Previous Period: Nil). As at 30 June 2018, the Group s indebtedness comprised loans from an intermediate holding company, bank borrowings, notes payable and financial assets sold under repurchase agreements of approximately HK$7,286.9 million (31 December 2017: HK$3,487.4 million). The loans from an intermediate holding company of approximately HK$5,739.2 million (31 December 2017: HK$3,032.5 million) were denominated in Hong Kong dollars and United States dollars, due on the first anniversary from the drawdown date, and borne interests at 4% fixed rate per annum. Bank borrowings of approximately HK$494.3 million (31 December 2017: HK$298.5 million) were denominated in United States dollars, due on the second month (31 December 2017: first month) from the drawdown dates. The notes payable in the aggregate principal amount of HK$150 million (31 December 2017: HK$150 million) was denominated in Hong Kong dollars, due on the seventh anniversary from the respective issue dates of the notes, and borne interests at 5% fixed rate per annum. The Group s gearing ratio, calculated on the basis of total indebtedness divided by the sum of total indebtedness and equity attributable to the Company s owners, was at a ratio of approximately 86.9% (31 December 2017: 73.1%). With the amount of liquid assets on hand, the management is of the view that the Group has sufficient financial resources to meet its ongoing operational requirements. THE USE OF PROCEEDS FROM SUBSCRIPTION OF NEW SHARES COMPLETED ON 31 MAY 2017 On 7 March 2017, the Company entered into a subscription agreement with CMBCI Investment and Brilliant Decent pursuant to which the Company conditionally agreed to issue, and CMBCI Investment and Brilliant Decent conditionally agreed to subscribe, in cash, for a total of 26,950,000,000 new Shares at the subscription price of HK$0.032 per share for an aggregate consideration of HK$862,400,000 (the Subscription ). For details, please refer to the circular dated 10 April 2017 published by the Company (the Circular ). The Subscription was completed on 31 May 2017.

8 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 7 Management Discussion and Analysis THE USE OF PROCEEDS FROM SUBSCRIPTION OF NEW SHARES COMPLETED ON 31 MAY 2017 (continued) As of 31 December 2017 and 30 June 2018, respectively, the proceeds from the Subscription have been utilised as follows: (a) Actual Use of Proceeds Set out below is the detailed breakdown of the use of the proceeds as of 31 December 2017 and 30 June 2018, respectively: Original intended use of the proceeds as disclosed in the Circular (Note 1) Actual use of the proceeds up to 31 December 2017 Actual use of the proceeds up to 30 June 2018 (incl. 31 December 2017) Remaining balance of the proceeds up to 30 June about 40% of the proceeds (approximately HK$340 million) to support and develop the securities business, including brokerage and margin financing business approximately HK$340 million approximately HK$340 million Nil 2. about 10% of the proceeds (approximately HK$85 million) to develop proprietary trading business approximately HK$85 million approximately HK$85 million Nil 3. about 10% of the proceeds (approximately HK$85 million) to develop and expand intermediary business (Note 2) approximately HK$14 million approximately HK$17.3 million approximately HK$67.7 million 4. about 25% of the proceeds (approximately HK$212.5 million) to further develop the Group s asset management business approximately HK$195 million (Note 3) approximately HK$212.5 million Nil 5. about 10% of the proceeds (approximately HK$85 million) to finance the necessary liquid capital requirement for underwriting approximately HK$85 million approximately HK$85 million Nil 6. about 5% of the proceeds (approximately HK$42.5 million) as general working capital approximately HK$42.5 million approximately HK$42.5 million Nil

9 8 Management Discussion and Analysis THE USE OF PROCEEDS FROM SUBSCRIPTION OF NEW SHARES COMPLETED ON 31 MAY 2017 (continued) (a) Actual Use of Proceeds (continued) Notes: 1. For details of the original intended use of the proceeds, please refer to the Circular. 2. On 27 July 2017, the Company entered into an acquisition agreement with its controlling shareholder, CMBCI for the acquisition of the entire issued share capital of CMBCIC, which is licensed by the SFC to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Such an acquisition was disclosed in the announcement published by the Company on 27 July 2017 ( 27/07/2017 Announcement ). For details, please refer to the 27/07/2017 Announcement. Such acquisition proceeds, which amounted to HK$13.1 million and HK$17.3 million as at 31 December 2017 and 30 June 2018 respectively, are included in the above utilization of proceeds analysis. 3. The Company, through its subsidiary, CMBC Investment, had used some of the proceeds in the amount of approximately HK$195 million for the acquisition of certain assets through proprietary trading with an intention to be managed by the Company s subsidiary, CMBC Asset Management to further develop the Group s asset management business. As a result, on 15 June 2018, CMBC Investment as client had entered into an investment management agreement (the Management Agreement ) with CMBC Asset Management as investment manager, pursuant to which CMBC Investment appointed CMBC Asset Management to provide certain management services to CMBC Investment in relation to its investment portfolio (including the aforesaid assets acquired by CMBC Investment) based on the terms of the Management Agreement. Such HK$195 million is included in the above utilization of proceeds analysis. As at 30 June 2018, save and except item 3 in the table above, the proceeds had been fully utilized in accordance with the intended use as disclosed in the Circular. (b) Unutilized Amount of the Proceeds As shown in the table above (i.e., item 3), there remains an unutilized amount of approximately HK$67.7 million. As of the date of this interim report, all the remaining unutilized proceeds are intended to be utilized for the same specific use as disclosed in the Circular. As mentioned in the Circular, the actual deployment timing will be subject to the market environment and the pace of the business development. The Company has been closely monitoring the market condition and the business development and expect to utilize the unutilized amount on or before end of CONTINGENT LIABILITY As at 30 June 2018, the Group had no significant contingent liability (31 December 2017: Nil).

10 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 9 Management Discussion and Analysis CAPITAL COMMITMENT As at 30 June 2018, the Group had no significant capital commitment (31 December 2017: Nil). FOREIGN CURRENCY RISK MANAGEMENT The Group s revenue has been mainly denominated in United States dollars and Hong Kong dollars while its expenditure is mainly denominated in Hong Kong dollars. The Group foreign exchange exposure is mainly from the translation of assets and liabilities denominated in United States dollars. As Hong Kong dollars are pegged with United States dollars, the Directors believe that the Group s foreign exchange exposure is manageable and the Group will closely monitor this risk exposure from time to time. HUMAN RESOURCES AND REMUNERATION POLICY At 30 June 2018, the Group had about 75 (30 September 2017: about 45) employees including Directors. For the Reporting Period, total staff costs, including Directors remuneration, was approximately HK$33.5 million (Previous Period: HK$16.0 million). Remuneration packages for employees and Directors are structured by reference to market terms and individual competence, performance and experience. Benefits plans maintained by the Group include mandatory provident fund scheme, subsidised training programme, share option scheme, share award scheme and discretionary bonuses. PROSPECTS The Company intends to continuously enhance profitability by offering a one-stop, high-end and high-quality investment banking solution encompassing cross-border and innovative financial products and services and upgrading its ability in various aspects, including business development, management operation, risk control, market adjustment, product service and so on. In particular, the Group intends to, inter alia: (1) further expand its loan and financing business by offering more diversified structured finance services mainly targeting on high-profile private enterprise customers in the comprehensive health, mass consumption, emerging technology and featured manufacturing industry (the Target Clients ) thereby generating stable revenue stream, as well as facilitating the rapid development of the Group s merger and acquisition advisory and sponsor services, debt and equity underwriting business as well as asset management business; (2) commence and expand the corporate finance advisory business. In particular, the Group intends to establish its own client base for its sponsor business by assisting the Target Clients to go listing on the Stock Exchange. In addition, surrounding One Belt and One Road Initiatives, the Group also intends to provide the all-round investment banking services to those PRC domestic enterprises which plan to expand its business into those One Belt and One Road countries or jurisdictions;

11 10 Management Discussion and Analysis PROSPECTS (continued) (3) further develop its asset management business. Leveraging on the extensive client base of the Group and China Minsheng, the Group intends to enrich its asset management product portfolio by offering diversified asset management services, as well as to attract higher net worth clients including listed companies and their senior management, creating more returns for clients; and (4) consider to further develop the Group s business through investment in or acquisition of suitable companies and business, when opportunities arise. As at the date of this report, the Group did not have any concrete plan to make any acquisition. The Group intends to strengthen its profitability and optimise its asset structure, through pre-ipo investments in high profile enterprises in the sectors of finance, health and new technology in Great China area. The Company also considers to acquire the companies and business which may create synergy with the Group and China Minsheng s business. Although the Group currently does not have any specific acquisition plan, the Group will closely monitor the development trend in different markets such as Hong Kong, Europe and North- East Asia for its future globalised development. The Group will also look for potential acquisition targets with team advantage, profitability and sustainable growth. On the whole, the Group will continue to implement the one-body two-wings strategy. One-body refers to the structural financing services provided by the Group. Benefiting from its bank-owned background, the Group is able to provide full-spectrum services (such as corporate advisory and consultancy services) and one-stop solutions to clients with different funding requirements. Two-wings refers to the Group s traditional investment banking business and asset management services. Leveraging on the development of one-body structural financing services, the Group is expected to achieve mutual growth in its two-wing businesses securities business and asset management business.

12 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 11 Other Information INTERIM DIVIDEND The Board does not recommend the payment of interim dividend for the six months ended 30 June 2018 (Previous Period: Nil). SHARE OPTION SCHEME The existing Share Option Scheme was adopted by the Company at the annual general meeting of the Company held on 24 September Unless otherwise cancelled or amended, the Share Option Scheme will be valid and effective for a period of ten years commencing on the date of adoption. The purpose of the Share Option Scheme is to enable the Group to attract, retain and motivate talented participants to strive for future development and expansion of the Group. The Share Option Scheme shall provide incentive to encourage participants to perform their best in achieving the goals of the Group and allow the participants to enjoy the results of the Company attained through their efforts and contributions. Pursuant to the ordinary resolution passed by the shareholders of the Company at the annual general meeting held on 8 September 2017 (the 2017 AGM ), the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme, together with all options to be granted under any other share option scheme(s) of the Company (excluding lapsed options), was refreshed such that the Directors were authorised to grant options carrying rights to subscribe for up to a maximum number of 10% of the shares in issue as at the date of the 2017 AGM approving the refreshed scheme mandate limit. As such, the Company may grant share options entitling holders thereof to subscribe for a total of 4,577,875,772 Shares (representing 10% of the Shares in issue as at the date of the 2017 AGM). During the Reporting Period, no shares have been granted to the selected persons of the Group under the Share Option Scheme. SHARE AWARD SCHEME The Company adopted the existing Share Award Scheme on 19 February Pursuant to the Listing Rules and the terms of the Share Award Scheme, the maximum number of Awarded Shares (as defined under the Share Award Scheme) must not exceed 10% of the Shares in issue on 19 February 2016 ( Share Award Scheme Mandate Limit ). By an ordinary resolution at the 2017 AGM, the Share Award Scheme Mandate Limit was refreshed and the Company was authorized to grant Awarded Shares up to a maximum number of 4,577,875,772 Shares, representing 10% of the issued share capital of the Company as at the date of the 2017 AGM. The total number of Shares which may be granted upon the refreshed Share Award Scheme Mandate Limit is 4,577,875,772 Shares. The Company will not issue or grant any Awarded Shares under the Share Award Scheme which would result in exceeding the 30% Aggregate Limit for the Share Option Scheme and the Share Award Scheme.

13 12 Other Information SHARE AWARD SCHEME (continued) During the Reporting Period, no shares have been purchased or granted to the selected persons of the Group under the Share Award Scheme. DIRECTORS INTERESTS AND SHORT POSITION IN SHARES, UNDERLYING SHARES AND DEBENTURES Save as disclosed above, as at 30 June 2018, none of the Directors or chief executive of the Company (and their respective associate(s)) had or was deemed to have any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are deemed or taken to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO to be entered into the register referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange. DIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save as disclosed in the sections headed Directors Interests and Short Positions in Shares, Underlying Shares and Debentures and the Share Option Scheme above, at no time during the Reporting Period was the Company or any of its subsidiaries a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors or their spouse or minor children had any rights to subscribe for the securities of the Company, or had exercised any such rights during the Reporting Period.

14 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 13 Other Information INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO As at 30 June 2018, save as disclosed below, according to the list of substantial shareholders extracted from the website of the Stock Exchange and the announcement of the Company, the following companies or persons had an interest or short position in the Shares and the register of interests kept by the Company under section 336 of the SFO and as far as is known to the Directors, no person had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any other member of the Group or had any option in respect of such capital: Name of shareholders Capacity in which the Shares were held Number of shares held Approximate percentage of the Company s issued share capital Long position/ short position China Minsheng Interest of controlled corporation 27,568,649,093 (Note 1) 60.22% Long position CMBCI Interest of controlled corporation 27,568,649,093 (Note 1) 60.22% Long position CMBCI Investment HK Interest of controlled corporation 27,568,649,093 (Note 1) 60.22% (Note 1) Long position Interest of controlled corporation 27,568,649,093 (Note 1) 60.22% Long position CMBCI Investment Beneficial Owner 27,568,649,093 (Note 1) 60.22% Long position China Soft Power Technology Holdings Limited Interest of controlled corporation 3,662,125,829 (Note 2) 8.00% Long position China Soft Power Technology Holdings Limited Interest of controlled corporation 1,800,000,000 (Note 3) 3.93% Short position China Huarong Asset Management Co., Ltd. Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position

15 14 Other Information INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO (continued) Name of shareholders Capacity in which the Shares were held Number of shares held Approximate percentage of the Company s issued share capital Long position/ short position China Huarong Overseas Investment Holdings Co., Limited Interest of controlled corporation Person having a security interest in shares 1,950,000,000 (Note 4) 1,800,000,000 (Note 4) 4.26% Long position 3.93% Long position Ministry of Finance of the People s Republic of China Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position Sun Siu Kit Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position Interest of controlled corporation 1,950,000,000 (Note 4) 4.26% Long position Person having a security interest in shares 1,800,000,000 (Note 4) 3.93% Long position

16 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 15 Other Information INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO (continued) Notes: 1. CMBCI Investment was beneficially and wholly-owned by CMBCI Investment HK, which was in turn beneficially and wholly-owned by CMBCI. CMBCI was beneficially and wholly owned by China Minsheng. As such, each of CMBCI Investment HK, CMBCI and China Minsheng was deemed to be interested in the Shares held by CMBCI Investment. 2. China Soft Power Technology Holdings Limited beneficially and wholly held the entire issued share capital of Hoshing Limited, which in turn beneficially and wholly held the entire issued share capital of Main Purpose Investments Limited and Desert Gold Limited. Main Purpose Investments Limited and Desert Gold Limited held 1,428,645,829 Shares and 2,233,480,000 Shares, respectively. As such, China Soft Power Technology Holdings Limited was deemed to be interested in the Shares held by Main Purpose Investments Limited and Desert Gold Limited. 3. China Soft Power Technology Holdings Limited beneficially and wholly held the entire issued share capital of Hoshing Limited, which in turn beneficially and wholly held the entire issued share capital of Main Purpose Investments Limited and Desert Gold Limited. Main Purpose Investments Limited and Desert Gold Limited had short position in 1,400,000,000 Shares and 400,000,000 Shares, respectively. As such, China Soft Power Technology Holdings Limited was deemed to have in short position in the Shares held by Main Purpose Investments Limited and Desert Gold Limited. 4. Simple Moment International Limited beneficially held 1,950,000,000 Shares and 1,800,000,000 Shares in the capacity of Interest of controlled corporation and person having a security interest in shares, respectively. Simple Moment International Limited was beneficially and wholly-owned by China Huarong Overseas Investment Holdings Co., Ltd, which was in turn beneficially and wholly-owned by. was beneficially held as to 51% and 40% by and Sun Siu Kit, respectively. was beneficially and wholly-owned by China Huarong Asset Management Co., Limited, which was in turn beneficially held as to 67.75% by Ministry of Finance of the People s Republic of China. As such, each of China Huarong Overseas Investment Holdings Co., Ltd,,, Sun Siu Kit, China Huarong Asset Management Co., Limited and Ministry of Finance of the People s Republic of China was deemed to be interested in the Shares held by Simple Moment International Limited.

17 16 Other Information CORPORATE GOVERNANCE The Company has complied with all the applicable provisions of the Corporate Governance Code (the CG Code ) as set out in Appendix 14 to the Listing Rules throughout the Reporting Period except for the following deviation with reasons as explained: Appointment of Directors Code Provision A.4.1 Under the code provision A.4.1, non-executive directors should be appointed for a specific term and subject to re-election. Deviation All the non-executive Directors were not appointed for a specific term. Notwithstanding such deviation, all Directors are subject to the retirement by rotation according to the provisions of the bye-laws of the Company. As such, the Company considers that sufficient measures have been taken to ensure that the Company s corporate governance practices are no less exacting than those in the CG Code. Attendance of the Annual General Meeting Code Provision E.1.2 Code provision E.1.2 stipulates that the chairman of the Board should invite for the chairman of the audit, remuneration and nomination committees (as appropriate) or in the absence of the chairmen of such committees, another member of the committee or failing this his duly appointed delegate, to be available to answer questions at the annual general meeting of the Company. Deviation The chairmen and members of the nomination committee and the remuneration committee were unable to attend the annual general meeting of the Company held on 29 June 2018 (the 2018 AGM ) due to their other business engagement. However, the chairman of the Board had chaired the 2018 AGM and answered questions from the shareholders of the Company. The 2018 AGM has provided a channel for communication between the Board and the shareholders.

18 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 17 Other Information MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS (THE MODEL CODE ) The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. Having made specific enquiry with the Directors, all of them confirmed that they have complied with the required standards set out in the Model Code during the Reporting Period. AUDIT COMMITTEE The unaudited condensed consolidated interim financial statements of the Company for the Reporting Period have been reviewed by the audit committee of the Company and the Company s independent auditor, Messrs. KPMG, in accordance with Hong Kong Standard on Review Engagements 2410 Review of interim financial information performed by the independent auditor of the entity issued by the Hong Kong Institute of Certified Public Accountants. The independent auditor, on the basis of their review, concluded that nothing has come to their attention that causes them to believe that the condensed consolidated interim financial statements are not prepared, in all material aspects, in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting. PURCHASE, SALE OR REDEMPTION OF THE COMPANY S LISTED SECURITIES During the Reporting Period, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company s listed securities. LI Jinze Chairman Hong Kong, 23 August 2018

19 18 Report on Review of Condensed Consolidated Financial Statements REVIEW REPORT TO THE BOARD OF DIRECTORS OF CMBC CAPITAL HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) Introduction We have reviewed the interim financial report set out on pages 20 to 74 which comprises the consolidated statement of financial position of CMBC Capital Holdings Limited (the Company ) and its subsidiaries (collectively referred to as the Group ) as of 30 June 2018 and the related consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income and consolidated statement of changes in equity and condensed consolidated cash flow statement for the six month period then ended and explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of an interim financial report to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34, Interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants. The directors of the Company are responsible for the preparation and presentation of the interim financial report in accordance with Hong Kong Accounting Standard 34. Our responsibility is to form a conclusion, based on our review, on the interim financial report and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of Review We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the Hong Kong Institute of Certified Public Accountants. A review of the interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

20 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED Report on Review of Condensed Consolidated Financial Statements (continued) Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial report as at 30 June 2018 is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34, Interim financial reporting. KPMG Certified Public Accountants 8th Floor, Prince s Building 10 Chater Road Central, Hong Kong 23 August

21 20 Consolidated Statement of Profit or Loss Six months ended 30 June 2018 (Unaudited) 30 September 2017 (Unaudited) 344,075 74,700 (44,560) 55,967 7 (5,257) 3,311 (15,357) (33,472) (1,344) (28,454) (109,423) 4,175 (4,047) (15,963) (1,238) (22,697) (7,702) ,519 (9,114) 83,195 (5,316) 100,405 77,879 (95) 100,405 77, Notes Continuing operations Revenue Net (losses)/gains on financial assets at fair value through profit or loss Net losses on financial assets at fair value through other comprehensive income Other income Other gains and losses Staff costs Depreciation and amortisation Other operating expenses Finance costs Profit before taxation Taxation Profit for the period from continuing operations Discontinued operations Loss for the period from discontinued operations 10 Profit for the period attributable to owners of the Company Earnings per share (HK cents) From continuing and discontinued operations Basic Diluted From continuing operations Basic Diluted 11 The notes on pages 26 to 74 form part of this interim financial report. Details of dividends payable to equity shareholders of the Company are set out in note 12.

22 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED Consolidated Statement of Profit or Loss and Other Comprehensive Income Six months ended Profit for the period attributable to owners of the Company 30 June 2018 (Unaudited) 30 September 2017 (Unaudited) 100,405 77,784 Other comprehensive loss Item that will not be reclassified to profit or loss: Equity investments at fair value through other comprehensive income net movement in fair value reserve (non-recycling) (47,119) Item that may be reclassified subsequently to profit or loss: Financial assets at fair value through other comprehensive income net movement in fair value reserve (recycling) (221,761) (7) Other comprehensive loss for the period, net of tax (268,880) (7) Total comprehensive income for the period attributable to owners of the Company (168,475) 77,777 The notes on pages 26 to 74 form part of this interim financial report. 21

23 22 Consolidated Statement of Financial Position At 30 June 2018 As at 30 June 2018 (Unaudited) As at 31 December 2017 (Audited) 4,380 16, ,611 5,531 7,615 17,510 4,596 16, ,450 6, , , , , , ,562 52,838 2,640,796 1,546 10,525 1,212, ,783, , ,420 1,330, , , , ,761 8,411,258 4,828,964 Notes Non-current assets Property, plant and equipment Goodwill Loans and advances Intangible assets Deferred tax assets Other assets Current assets Accounts receivable Prepayments, deposits and other receivables Interests receivable Loans and advances Financial assets at fair value through other comprehensive income Financial assets at fair value through profit or loss Cash and bank balances Segregated accounts House accounts 13

24 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED Consolidated Statement of Financial Position (continued) At 30 June 2018 As at 30 June 2018 (Unaudited) As at 31 December 2017 (Audited) 589,985 46, , , ,196 6,337,900 7,197 3,351, ,627 7, ,363 17,233 9,423 8,063,150 3,885, , ,967 1,251,146 1,428, ,798 6, , , ,664 1,096,237 1,280, , , , ,399 1,096,237 1,280,186 Notes Current liabilities Accounts payable Other payables and accruals Amount due to an intermediate holding company Bank and other borrowings Financial assets sold under repurchase agreements Financial liabilities at fair value through profit or loss Tax payable 17 Net current assets Total assets less current liabilities Non-current liabilities Notes payable Deferred tax liabilities Net assets Capital and reserves Share capital Reserves Total equity 21 The notes on pages 26 to 74 form part of this interim financial report. 23

25 24 Consolidated Statement of Changes in Equity Attributable to owners of the Company Notes Share capital Fair value reserve Share Contributed premium Surplus* (recycling) 2(b) 2(c) 457,787 1,089,404 2,318,758 (60) 14, ,787 1,089,404 2,318,758 Profit for the period Other comprehensive income Total comprehensive income At 30 June 2018 (unaudited) 457,787 At 1 January 2018 (audited) Impact on initial application of HKFRS 9 Impact on initial application of HKFRS 15 Adjusted balance at 1 January 2018 Fair value reserve (nonrecycling) Accumulated profit (losses) Total 761 (2,586,464) (20,262) (9,214) 1,280,186 (6,260) (9,214) 13, (2,615,940) 1,264,712 (221,761) (47,119) 100, ,405 (268,880) (221,761) (47,119) 100,405 (168,475) 1,089,404 2,318,758 (207,819) (47,119) 761 (2,515,535) 1,096,237 Share Accumulated profit option (losses) reserve Total Other reserve Attributable to owners of the Company Fair value reserve (nonrecycling) Other reserve Share capital Share Contributed premium Surplus* 180,198 3,220, , ,425 (2,704,732) 1,148,849 Profit for the period Other comprehensive income (7) 77,784 77,784 (7) Total comprehensive income (7) 77,784 77,777 Share premium cancellation Issue of shares Exercise of share options Dividends paid 269,500 8,089 (2,967,709) 2,967, , ,153 (1,037,088) (64,425) 862, ,817 (1,037,088) 457,787 1,089,404 (7) 761 (2,626,948) 1,239,755 Note At 1 April 2017 (audited) At 30 September 2017 (unaudited) * Fair value reserve (recycling) 12 2,318,758 Contributed surplus is a distributable reserve and will be used for payment of dividends. The notes on pages 26 to 74 form part of this interim financial report.

26 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED Condensed Consolidated Cash Flow Statement Six months ended Notes Net cash used in operating activities Net cash used in investing activities Purchases of property, plant and equipment Purchases of financial assets at fair value through other comprehensive income Purchases of financial assets at fair value through profit or loss Proceeds from disposal of subsidiaries Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Net cash generated from financing activities Proceeds from issue of shares Proceeds from exercise of share options New borrowings raised Repayments of borrowings Net increase in financial assets sold under repurchase agreements Repayment of promissory notes Interest paid Dividend paid Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Effect of foreign exchange rate changes, net Cash and cash equivalents at the end of the period June 2018 (Unaudited) 30 September 2017 (Unaudited) (1,866,309) (445,928) (442) (1,413) (3,074,643) (432,265) (1,440,598) (587,573) 205, ,810 2,142,133 8,778 (1,529,740) (807,274) 3,911,619 (1,021,561) 862, ,817 1,074,994 (1,274) 892,550 (18,419) (29,000) (5,016) (612,876) 3,764,189 1,477, , , ,761 1,979 87,416 (87) 496, ,172 The notes on pages 26 to 74 form part of this interim financial report. 25

27 26 1 Basis of preparation This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the Listing Rules ), including compliance with Hong Kong Accounting Standard 34 ( HKAS 34 ), interim financial reporting, issued by the Hong Kong Institute of Certified Public Accountants ( HKICPA ). It was authorised for issue on 23 August The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2017 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2018 annual financial statements. Details of any changes in accounting policies are set out in note 2. The preparation of an interim financial report in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the CMBC Capital Holdings Limited ( the Company ) and its subsidiaries (collectively referred to as the Group ) since the 2017 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards ( HKFRSs ). The interim financial report is unaudited, but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the HKICPA. KPMG s independent review report to the Board of Directors is included on pages 18 and 19. On 14 July 2017, the Group made an announcement to change its financial year end from 31 March to 31 December to align with the financial year end of its indirect controlling shareholders, namely, CMBC International Holdings Limited ( CMBCI ) and China Minsheng Banking Corp., Ltd.

28 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 1 Basis of preparation (continued) Accordingly, the current financial period covers the six months ended 30 June 2018 with the comparative financial period from 1 April 2017 to 30 September 2017, which may not be entirely comparable with the amounts shown for the current period. This interim financial report should be read in conjunction with the annual financial statements for the nine months from 1 April 2017 to 31 December 2017, which have been prepared in accordance with HKFRSs. Operations of real estate segment were discontinued during the last interim period, details of which are disclosed in note Changes in accounting policies (a) Overview The HKICPA has issued a number of new HKFRSs and amendments to HKFRSs that are first effective for the current accounting period of the Group. Of these, the following developments are relevant to the Group s financial statements: HKFRS 9, Financial instruments HKFRS 15, Revenue from contracts with customers The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period. The Group has been impacted by HKFRS 9 in relation to classification of financial assets and measurement of credit losses, and impacted by HKFRS 15 in relation to the timing of revenue recognition and presentation of contract assets and contract liabilities. Details of the changes in accounting policies are discussed in note 2(b) for HKFRS 9 and note 2(c) for HKFRS 15. Under the transition methods chosen, the Group recognises cumulative effect of the initial application of HKFRS 9 and HKFRS 15 as an adjustment to the opening balance of equity at 1 January Comparative information is not restated. 27

29 28 2 Changes in accounting policies (continued) (a) Overview (continued) The following table gives a summary of the opening balance adjustments recognised for each line item in the consolidated statement of financial position that has been impacted by HKFRS 9 and/or HKFRS 15: Impact on initial application of HKFRS 9 (Note 2(b)) Impact on initial application of HKFRS 15 (Note 2(c)) 449, , ,121 1,212,426 (236) 1, (36) (7,218) 449,214 1, , ,085 1,205, ,965 (829,965) 4,828,964 9, ,197 3,885, ,967 1,280, ,399 1,280, ,965 (7,254) (7,254) (6,260) (6,260) (6,260) (1,821) 11,035 9,214 (9,214) (9,214) (9,214) (9,214) 829,965 4,821,710 7, ,232 3,895, ,499 1,264, ,925 1,264,712 At 31 December 2017 Loans and advances Deferred tax assets Total non-current assets Accounts receivable Loans and advances Available-for-sale financial assets Financial assets at fair value through other comprehensive income ( FVOCI ) Total current assets Tax payable Other payables and accruals Total current liabilities Net current assets Net assets Reserves Total equity At 1 January 2018 Further details of these changes are set out in sub-sections (b) and (c) of this note.

30 INTERIM REPORT 2018 CMBC CAPITAL HOLDINGS LIMITED 2 Changes in accounting policies (continued) (b) HKFRS 9, Financial instruments HKFRS 9 replaces HKAS 39, Financial instruments: recognition and measurement. It sets out the requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell nonfinancial items. The Group has applied HKFRS 9 retrospectively to items that existed at 1 January 2018 in accordance with the transition requirements. The Group has recognised the cumulative effect of initial application as an adjustment to the opening equity at 1 January Therefore, comparative information continues to be reported under HKAS 39. The following table summarises the impact of transition to HKFRS 9 on retained earnings and reserves and the related tax impact at 1 January Retained earnings Recognition of additional expected credit losses on: financial assets measured at amortised cost financial assets measured at FVOCI (recycling) Related tax (7,490) (14,002) 1,230 Net decrease in retained earnings at 1 January 2018 (20,262) Fair value reserve (recycling) Recognition of additional expected credit losses on financial assets measured at FVOCI 14,002 Net increase in fair value reserve (recycling) at 1 January ,002 29