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CSC Financial Co., Ltd. AGM Information 2021

May 31, 2021

50957_rns_2021-05-31_50fd73cc-e524-44c0-bfb1-d0894d04951b.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6066)

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the “ AGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, June 29, 2021 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, People’s Republic of China (the “ PRC ”), to consider and, if thought fit, approve the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated May 31, 2021. Please refer to the circular for details of the resolutions.

AS ORDINARY RESOLUTIONS

  1. To consider and approve the 2020 Work Report of the Board of Directors of the Company;

  2. To consider and approve the 2020 Work Report of the Supervisory Committee of the Company;

  3. To consider and approve the 2020 Final Financial Accounts Plan of the Company;

  4. To consider and approve the Profit Distribution of the Company in 2020;

  5. To consider and approve the 2020 annual report of the Company;

  6. To consider and approve the appointment of Ms. Zhang Wei as a Director of the Company;

  7. To consider and approve the appointment of Ms. Wang Hua as a Director of the Company;

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AS SPECIAL RESOLUTION

  1. To consider and approve the amendment to the Articles of Association;

AS ORDINARY RESOLUTIONS

  1. To consider and approve the Cap on Investment Amount for Proprietary Business of the Company in 2021;

  2. To consider and approve the expected daily related party transactions of the Company in 2021;

  • 10.01 To consider and approve the expected daily related party transactions of the Company with Beijing Financial Holdings Group in 2021;

  • 10.02 To consider and approve the expected daily related party transactions of the Company with CITIC Securities in 2021;

  • 10.03 To consider and approve the expected daily related party transactions of the Company with Everbright Group in 2021;

  • 10.04 To consider and approve the expected daily related party transactions of the Company with Evergrowing Bank in 2021;

  1. To consider and approve the re-appointment of 2021 accounting firms of the Company and the auditor fees thereof, and authorize the Board to adjust and determine the specific audit and review fees based on the actual situation.

AS REPORTING DOCUMENT

To review:

  1. the 2020 Work Report of the Independent Non-executive Directors of the Company.

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The above resolutions and report were considered and approved by the Board/ Supervisory Committee on March 31, 2021 and May 26, 2021. It is now submitted to Shareholders for consideration and approval at the AGM.

By order of the Board CSC Financial Co., Ltd. Wang Changqing Chairman

Beijing, the PRC May 31, 2021

As at the date of this notice, the executive Directors of the Company are Mr. WANG Changqing and Mr. LI Geping; the non-executive Directors of the Company are Mr. YU Zhongfu, Mr. WANG Xiaolin, Ms. ZHANG Qin, Ms. ZHU Jia and Mr. WANG Hao; and the independent non-executive Directors of the Company are Mr. DAI Deming, Mr. BAI Jianjun, Mr. LIU Qiao, Mr. Po Wai Kwong and Mr. Lai Guanrong.

Notes:

1. ELIGIBILITY FOR ATTENDING THE AGM AND CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed for the purpose of determining Shareholders’ entitlement to attend the AGM from Thursday, June 24, 2021 to Tuesday, June 29, 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the AGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) no later than 4:30 p.m. on Wednesday, June 23, 2021 to complete registration. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited or the Board Office of the Company (if applicable) at the close of business on the aforementioned date are entitled to attend the AGM.

Where there are joint holders of any shares, the one whose name stands first on the register of members shall be entitled to attend and vote at the AGM in respect of such shares.

2. 2020 CASH DIVIDENDS

The Board recommended the distribution of cash dividend for the year 2020 of RMB3.75 per ten shares (tax inclusive) (“ 2020 Cash Dividend ”), and if such dividend is declared by the Shareholders through an ordinary resolution, it is expected to be paid on or around Thursday, August 19, 2021 to the Shareholders whose names appear on the register of members of the Company at the close of business on Sunday, July 11, 2021. In order to be entitled to the receipt of cash dividend to be distributed which will be approved in the AGM, the register of members of the Company will be closed from Tuesday, July 6, 2021 to Sunday, July 11, 2021 (both days inclusive), during which period no transfer of Shares will be registered, the H Shareholders should ensure that all transfer documents together with relevant share certificates, are lodged with the Company’s registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, July 5, 2021.

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3. PROXY

  • (1) Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the meeting on his or her behalf. A proxy need not be a Shareholder

  • (2) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a Director or a duly authorized attorney.

To be valid, the proxy form together with the notarized power of attorney or other documents of authorization, if any, must be completed and delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), no later than 24 hours before the time fixed for the AGM (i.e. 2:00 p.m. on Monday, June 28, 2021) or 24 hours before the time of any adjournment thereof. The proxy form for the AGM is enclosed herewith.

Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the AGM or at any adjourned meeting if they so wish.

4. REGISTRATION PROCEDURES FOR ATTENDING THE AGM

Shareholder or his/her proxy shall produce proof of identity when attending the AGM:

  • (1) Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives of the legal person shareholders according to laws.

  • (2) Individual Shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity. Proxies of individual Shareholders shall produce effective proof of identity and form of proxy.

5. VOTING BY POLL

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the AGM will be voted by poll. Results of the poll voting will be posted on the website of the Company at www.csc108.com and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the AGM.

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6. MISCELLANEOUS

  • (1) The duration of the AGM is expected not to exceed half a day. Shareholders who attend the AGM shall arrange for their own transportation and accommodation at their own expenses.

  • (2) The address of Computershare Hong Kong Investor Services Limited:

Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the submission of transfer documents)

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the submission of proxy form)

Telephone: +852 2862 8555 Fax: +852 2865 0990

For the matters relating to the attendance of the AGM by A Shareholders, please refer to the notice of meeting and other relevant documents published by the Company on website of the Shanghai Stock Exchange (www.sse.com.cn).

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