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CSC Financial Co., Ltd. Proxy Solicitation & Information Statement 2017

Apr 20, 2017

50957_rns_2017-04-20_dd434d21-1e34-4d5f-b81d-ec97830c487a.pdf

Proxy Solicitation & Information Statement

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

(Stock Code: 6066)

FORM OF PROXY FOR THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING IN 2017

Number of domestic shares to which this form of proxy relates [(Note 1)]

I/We [(Note 2)] of (address) being the holder(s) of domestic shares [(Note 3)] of RMB1.00 each in the share capital of CSC Financial Co., Ltd. (the “ Company ”), hereby appoint the chairman of the meeting or (Note 4) of (address) as my/our proxy to attend and vote for me/us and on my/our behalf at the first domestic shareholders’ class meeting in 2017 (the “ Domestic Shareholders’ Class Meeting ”) of the Company to be held at 11:00 a.m. on Thursday, June 8, 2017 (or immediately after the 2016 AGM) at the Ningbo Hall, Xinhai Jinjiang Hotel, No. 61 Jinbao Street, Dongcheng District, Beijing, China or any adjournment thereof in respect of the resolution set out in the notice of the Domestic Shareholders’ Class Meeting as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS(Note A) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
1. The resolution on the initial public offering and the listing ofA shares of the Company;
(a)class and nominal value of shares to be issued;
(b)listing place;
(c)number of shares to be issued;
(d)target subscribers;
(e)strategic placing;
(f)pricing methodology;
(g)method of issuance;
(h)conversion into a joint stock company with limitedliability with domestic and overseas listed shares;
(i)transfer of state-owned shares;
(j)accumulated profit distribution; and
(k)the valid period of the resolutions on the A ShareOffering;
2. the resolution on the authorization to the Board and authorizedpersons of the Board to deal with matters relating to the initialpublic offering and the listing of A shares;
3. the resolution on the use of proceeds from the initial publicoffering and the listing of A shares of the Company;
ORDINARY RESOLUTIONS(Note A) ORDINARY RESOLUTIONS(Note A) ORDINARY RESOLUTIONS(Note A) FOR(Note 5) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
4. the resolution on the_Remedial Measures for the Dilution of_Immediate Return as a Result of the Initial Public Offering of AShares;
5. the resolution on formulating the_Plan Regarding A Share Price_Stabilization within Three Years after the Initial Public Offeringand the Listing of A Shares;
6. the resolution on formulating the_Plan Regarding Shareholders’_Return for the Three Years after the Initial Public Offering andthe Listing of A Shares;
7. the resolution on giving undertakings in relation to the A ShareOffering; and
8. the resolution on the_Report on the Use of Capital Previously_Raised.
otherwise specified, capitalized terms used in this Form of Proxy shall have the1, 2017.Signatu same meaning as those defined in the cres_(Note 6)_:
  • Note A: Unless otherwise specified, capitalized terms used in this Form of Proxy shall have the same meaning as those defined in the circular dated April 21, 2017.

Date:

Signatures [(Note 6)] :

Notes:

  1. Please delete as appropriate and insert the number of Shares of the Company registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all Shares of the Company registered in your name(s) (whether alone or jointly with others).

  2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS . The name of all joint registered holders should be stated.

  3. Please insert the number of Shares of the Company registered in your name(s).

  4. If any proxy other than the chairman of the meeting of the Company is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the meeting and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

  5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR”. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST”. If you wish to vote abstention on any resolution, please put a tick in the box marked “ABSTAIN”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Domestic Shareholders’ Class Meeting other than those set out in the notice convening the Domestic Shareholders’ Class Meeting.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative or attorney or other officer duly authorized.

  7. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

  8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s Board Office at 9/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC not less than 24 hours before the time for holding of the Domestic Shareholders’ Class Meeting or any adjournment thereof, i.e. 11:00 a.m. on June 7, 2017.

  9. In the event that a Shareholder appoints more than one proxy to attend the Domestic Shareholders’ Class Meeting, such proxies may only exercise their voting rights in a poll.

  10. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the Domestic Shareholders’ Class Meeting or any adjournment thereof if you so wish.