CSC Financial Co., Ltd. — Governance Information 2021

Jan 27, 2021

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

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

(Stock Code: 6066)

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors of CSC Financial Co., Ltd. (the “ Company ”) hereby announces that the 29th meeting of the second session of the board of directors of the Company considered and approved the Resolution on the Amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meeting, which proposes to make corresponding amendments to the terms in relation to the share capital and registered capital in the Articles of Association of CSC Financial Co., Ltd. (the “ Articles of Association ”) based on the results of the non-public issuance of RMB ordinary shares (A shares) by the Company in December 2020; and proposes to make corresponding amendments to the Articles of Association based on the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97), Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations and other laws, regulations and normative documents, and with reference to the actual situations of the Company. For details of the amendments, please refer to the appendix to this announcement. The Articles of Association were prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

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The amendments to the Articles of Association shall be submitted to the shareholders’ general meeting of the Company for consideration and approval. A circular containing further details will be dispatched to the shareholders of the Company in due course.

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

Beijing, the PRC, January 27, 2021

As at the date of this announcement, 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. FENG Genfu, Ms. ZHU Shengqin, Mr. DAI Deming, Mr. BAI Jianjun and Mr. LIU Qiao.

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APPENDIX

COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF CSC FINANCIAL CO., LTD.

Articles before Amendments

Article 1 In order to safeguard the legitimate interests of CSC Financial Co., Ltd. (hereinafter referred to as the “Company”), its shareholders and creditors, and regulate the organization and conduct of the Company, these Articles of Association are hereby formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Regulations on Supervision and Management of Securities Companies, the Rules on Governance of Securities Companies, the Special Regulations of the State Council on the Overseas Share Offering and Listing of Joint Stock Limited Companies, the Guidelines on Articles of Association of Listed Companies, the Mandatory Provisions of Articles of Association of Companies Listing Overseas, the Opinion Letter on the Supplementation and Amendment of Articles of Association of Companies Listing in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.

Articles after Amendments

Article 1 In order to safeguard the legitimate interests of CSC Financial Co., Ltd. (hereinafter referred to as the “Company”), its shareholders and creditors, and regulate the organization and conduct of the Company, these Articles of Association are hereby formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Regulations on Supervision and Management of Securities Companies, the Rules on Governance of Securities Companies, the Special Regulations of the State Council on the Overseas Share Offering and Listing of Joint Stock Limited Companies, the Guidelines on Articles of Association of Listed Companies, the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies, the Mandatory Provisions of Articles of Association of Companies Listing Overseas, the Opinion Letter on the Supplementation and Amendment of Articles of Association of Companies Listing in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.

Reasons for the Amendments

Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 10The senior management members referred to in these Article of Association include the General Manager, the chief financial officer, the chief compliance officer, the chief risk officer, the secretary of the Board, the members of the Executive Committee and such other personnel confirmed by the regulatory body or resolved and confirmed by the Board to hold important positions.	Article 10The senior management members referred to in these Article of Association include the General Manager, the chief financial officer, the chief compliance officer, the chief risk officer, the secretary of the Board,the chief information officer , the members of the Executive Committee and such other personnel confirmed by the regulatory body or resolved and confirmed by the Board to hold importantpositions.	Amended in accordance with Article 10 of the Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations
Article 20The total number of shares of the Company is 7,646,385,238 shares. The share capital is comprised of 7,646,385,238 ordinary shares, including 6,385,361,476 shares held by holders of Domestic Shares and 1,261,023,762 shares held by holders of overseas listed foreign shares.	Article 20The total number of shares of the Company is7,756,694,797 shares. The share capital is comprised of7,756,694,797 ordinary shares, including6,495,671,035 shares held by holders of Domestic Shares and 1,261,023,762 shares held by holders of overseas listed foreign shares.	Amended in accordance with the results of the Company’s non- public issuance of A Shares in December 2020
Article 24The registered capital of the Company is RMB7,646,385,238.	Article 24The registered capital of the Company is RMB7,756,694,797 .	Amended in accordance with the results of the Company’s non- public issuance of A Shares in December 2020
Article 48Change of the register of shareholders arising from share transfer shall not be registered within thirty (30) days before convening of a general meeting or within five (5)days prior to the reference date set by the Company for the purpose of distribution of dividends. Provisions otherwise provided by the Securities Regulatory Authorities in the place(s)where the shares of the Company are listed shall prevail.	Article 48 Where the laws, regulations, the Securities Regulatory Authorities in the place(s)where the shares of the Company are listed and the stock exchange have provisions on the period of suspension of the registration procedures for change of the register of shareholders before convening of a general meeting or the reference date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.	Amended in accordance with the spirit of the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies（Guo Han [2019]No.97）， and combined with actual situations

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 77Where a general meeting is convened by the Company, it shall issue a written notice forty-five (45) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting. Shareholders who intend to attend the general meeting shall deliver their written replies to the Company twenty (20) days prior to the convening of the meeting. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.	Article 77Where anannual general meeting is convened by the Company, it shall issue a written noticetwenty (20) days prior to the convening of the meeting; where an extraordinary general meeting is convened by the Company, it shall issue a written notice fifteen (15) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting.Provisions otherwise provided by the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange shall prevail. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.	Amended in accordance with Article 102 of the Company Law (2018 Revision) and the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)
Article 78The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received twenty (20) days prior to the convening of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half (1/2) or more of the total number of the Company’s voting shares, the Company shall convene the general meeting. If not, the Company shall within five (5) days notify the shareholders again by publishing an announcement stating the matters to be considered as well as the date and venue of the meeting. Upon notification by the announcement, the Company is entitled to convene the general meeting. An extraordinary general meeting shall not resolve on matters, which are not specified in the notice.	Article 78 Where the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange have provisions on the written replies of shareholders attending the general meeting, such provisions shall prevail.	Paragraph 1 was amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97); Paragraph 2 was deleted due to the overlapping meaning with other terms

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 80Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association. For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council forty-five (45) to fifty (50) days prior to the convening of the meeting. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting. The notices, materials or written announcement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners, forty- five (45) days prior to the convening of said meeting: (1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares; (2) announced at the websites designated by the Securities Regulatory Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules; (3) other manners required by the stock exchange of the place where securities of the Company are listed and listingrules.	Article 80Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association. For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authority of the State Council. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting. The notices, materials or written statement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners: (1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares; (2) announced at the websites designated by the Securities Regulatory Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules; (3) other manners required by the stock exchange of the place where securities of the Company are listed and listing rules.	Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 126When the Company is to convene a shareholders’ class meeting, it shall issue a written notice forty-five (45) days prior to the date of such meeting informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. Shareholders who intend to attend the meeting shall deliver their written replies to the Company of their attendance twenty (20) days prior to the date of the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held. In the event that the number of the voting shares represented by the shareholders intending to attend the meeting is one half (1/2) or more of the total number of voting shares of that class, the Company may convene a shareholders’ class meeting. Otherwise, the Company shall within five (5) days notify the shareholders once again, by way of public announcement, of the matters to be considered at the meeting and the date and place of the meeting. Upon notification by public announcement, the Company may then proceed to convene the shareholders’ class meeting. If there are any special requirements by the listing rules of the place where the Company’s shares are listed, such requirements shallprevail.	Article 126When the Company is to convene a shareholders’ class meeting, it shall issue a written noticein accordance with the provisions of Article 77 of the Articles of Association informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held. Where the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange have provisions on the written notice and the written replies of shareholders attending the general meeting, such provisions shall prevail.	Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 147The Board of Directors shall exercise the following powers and duties: (1) to convene a general meeting and submit work report to such meeting; (2) to implement the resolutions of a general meeting; (3) to decide on the operation plan and investment scheme of the Company; (4) to determine the objectives of the Company’s compliance management, assume responsibility for the effectiveness of compliance management of the Company and perform the corresponding duties of compliance management; (5) to prepare the draft annual budget and final accounts of the Company; (6) to prepare the profit distribution plan and the loss recovery plan of the Company; (7) to prepare the plan for the Company to increase or reduce its registered capital, issuance of corporate bonds and other securities and listing plans; (8) to prepare plans of the Company with respect to mergers, divisions, dissolution or changes of the form of the Company; (9) to prepare plans of the Company with respect to material acquisitions, acquisition of the Companyshares;	Article 147The Board of Directors shall exercise the following powers and duties: (1) to convene a general meeting and submit work report to such meeting; (2) to implement the resolutions of a general meeting; (3) to decide on the operation plan and investment scheme of the Company; (4) to determine the objectives of the Company’s compliance management, assume responsibility for the effectiveness of compliance management of the Company and perform the corresponding duties of compliance management; (5) to prepare the draft annual budget and final accounts of the Company; (6) to prepare the profit distribution plan and the loss recovery plan of the Company; (7) to prepare the plan for the Company to increase or reduce its registered capital, issuance of corporate bonds and other securities and listing plans; (8) to prepare plans of the Company with respect to mergers, divisions, dissolution or changes of the form of the Company; (9) to prepare plans of the Company with respect to material acquisitions, acquisition of the Companyshares;	Amended in accordance with Article 10 of the Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
(10) to appoint or remove the General Manager, the Chief Compliance Officer, the Chief Risk Officer and the Secretary of the Board nominated by the Chairman of the Board of Directors and decide the remunerations and rewards and punishments thereof; to appoint or remove the Chief Financial Officer, members of the Executive Committee and other senior management members nominated by the Chairman of the Board of Directors or the General Manager, and decide the remunerations and rewards and punishments thereof; (11) to decide on the establishment of the internal management organizations of the Company; (12) to determine the composition of special committees under the Board, and the chairman (convener) of each special committee; (13) to establish a basic management system of the Company; (14) to prepare plans to amend these Articles of Association; (15) to file an application for bankruptcy on behalf of the Company; (16) to prepare plans of the Company with respect to the material external i n v e s t m e n t s , m a t e r i a l a s s e t s acquisition and disposal, material guarantees and material connected transactions; (17) to consider and approve the external investment matters that do not require approval by the general meeting as prescribed in these Articles of Association; (18) to consider and approve the assets acquisition and disposal matters that do not require approval by the general meeting as prescribed in these Articles of Association;	(10) to appoint or remove the General Manager, the Chief Compliance Officer, the Chief Risk Officer and the Secretary of the Board nominated by the Chairman of the Board of Directors and decide the remunerations and rewards and punishments thereof; to appoint or remove the Chief Financial Officer,Chief Information Officer , members of the Executive Committee and other senior management members nominated by the Chairman of the Board of Directors or the General Manager, and decide the remunerations and rewards and punishments thereof; (11) to decide on the establishment of the internal management organizations of the Company; (12) to determine the composition of special committees under the Board, and the chairman (convener) of each special committee; (13) to establish a basic management system of the Company; (14) to prepare plans to amend these Articles of Association; (15) to file an application for bankruptcy on behalf of the Company; (16) to prepare plans of the Company with respect to the material external i n v e s t m e n t s , m a t e r i a l a s s e t s acquisition and disposal, material guarantees and material connected transactions; (17) to consider and approve the external investment matters that do not require approval by the general meeting as prescribed in these Articles of Association; (18) to consider and approve the assets acquisition and disposal matters that do not require approval by the general meeting as prescribed in these Articles of Association;

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
(19) t o c o n s i d e r a n d a p p r o v e t h e connected transactions that should be considered and approved by the Board of Directors pursuant to laws, regulations and the listing rules of the place where the Company shares are listed; (20) to consider and approve the external donations by the Company which accumulatively do not exceed RMB twenty five million (25,000,000) (inclusive) in one financial year; (21) to decide on the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, trust management and other matters within the scope of authorization by a general meeting; (22) to decide on mergers, divisions, establishments or revocations of domestic branches; (23) t o m a n a g e t h e d i s c l o s u r e o f information by the Company; (24) to propose to the general meeting with respect to the engagement or replacement of the audit firm of the Company; (25) to receive the work report of the General Manager of the Company and examine such work; (26) to exercise any other duties and powers specified in relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed or these Articles of Association.	(19) t o c o n s i d e r a n d a p p r o v e t h e connected transactions that should be considered and approved by the Board of Directors pursuant to laws, regulations and the listing rules of the place where the Company shares are listed; (20) to consider and approve the external donations by the Company which accumulatively do not exceed RMB twenty five million (25,000,000) (inclusive) in one financial year; (21) to decide on the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, trust management and other matters within the scope of authorization by a general meeting; (22) to decide on mergers, divisions, establishments or revocations of domestic branches; (23) t o m a n a g e t h e d i s c l o s u r e o f information by the Company; (24) to propose to the general meeting with respect to the engagement or replacement of the audit firm of the Company; (25) to receive the work report of the General Manager of the Company and examine such work; (26) to exercise any other duties and powers specified in relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed or these Articles of Association.

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Articles before Amendments	Articles after Amendments	Reasons for the Amendments
For the above matters of duties and powers exercised by the Board of Directors which is beyond the scope of authorization of the shareholders’ general meeting or any transaction or arrangement of the Company which shall be considered and approved by a general meeting according to the listing rules of the places where the shares of the Company are listed, shall be submitted to the general meeting for consideration and approval. The Board of Directors shall define the limits of authority of external investment, acquisition and disposal of assets and connected transaction, and set up a stringent investigation and decision making procedure. Specialists and professionals should be organized to assess the material external investment and seek shareholders’ approval in ageneral meeting.	For the above matters of duties and powers exercised by the Board of Directors which is beyond the scope of authorization of the shareholders’ general meeting or any transaction or arrangement of the Company which shall be considered and approved by a general meeting according to the listing rules of the places where the shares of the Company are listed, shall be submitted to the general meeting for consideration and approval. The Board of Directors shall define the limits of authority of external investment, acquisition and disposal of assets and connected transaction, and set up a stringent investigation and decision making procedure. Specialists and professionals should be organized to assess the material external investment and seek shareholders’ approval in ageneral meeting.

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