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

Jan 6, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CSC Financial Co., Ltd. , you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

(Stock Code: 6066)

(1) RE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2016 AND

(2) NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

The 2017 First Extraordinary General Meeting (“ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Thursday, February 23, 2017 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC. A notice convening the EGM is set out on pages 4 to 6 of this circular.

If you intend to appoint a proxy to attend the EGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form or any other authorization documents should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, whereas holders of Domestic Shares should return the proxy form to the Company’s Board office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders), or to the Company’s Board office (for holders of Domestic Shares) on or before Friday, February 3, 2017.

January 9, 2017

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of 2017 First Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors of the Company
“Company”	CSC Financial Co., Ltd. (中信建投証券股份有限公司), a joint
	stock company incorporated in the PRC with limited liability,
	whose H Shares are listed on the Main Board of the Stock
	Exchange (stock code: 6066)
“Directors”	the directors of the Company
“Domestic Shares”	ordinary shares issued by the Company with a nominal value of
	RMB1.00 each, which are subscribed for or credited as fully paid
	in RMB
“EGM”	the 2017 first extraordinary general meeting of the Company to be
	held at 9:30 a.m. on Thursday, February 23, 2017
“H Shares”	overseas listed foreign shares in the share capital of the Company
	with a nominal value of RMB1.00 each, which are listed on the
	Stock Exchange and traded in Hong Kong Dollars
“H Shareholders”	holders of H Shares
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)
“PRC”	the People’s Republic of China, and for the purpose of this
	circular, excluding Hong Kong, Macau Special Administrative
	Region and Taiwan region
“RMB”	Renminbi, the lawful currency of the PRC

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DEFINITIONS

“Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including Domestic Shares and H Shares “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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

(Stock Code: 6066)

Mr. Wang Changqing (Chairman, Executive Director) Mr. Yu Zhongfu (Vice Chairman, Non-executive Director) Ms. Hu Donghui (Vice Chairman, Non-executive Director) Mr. Qi Liang (Executive Director)

Mr. Wang Chenyang (Non-executive Director)

Registered office in the PRC: Unit 4, No. 66 Anli Road Chaoyang District Beijing PRC

Mr. Wang Shouye (Non-executive Director)

Mr. Liu Dingping (Non-executive Director)

Ms. Wang Shumin (Non-executive Director)

Mr. Qiu Jianyang (Non-executive Director)

Mr. Feng Genfu (Independent Non-executive Director) Ms. Zhu Shengqin (Independent Non-executive Director) Mr. Dai Deming (Independent Non-executive Director) Mr. Bai Jianjun (Independent Non-executive Director) Mr. Liu Qiao (Independent Non-executive Director)

Principal place of business in the PRC:

No. 188 Chaonei Avenue Dongcheng District Beijing PRC

Principal place of business in Hong Kong: 18/F, Two Exchange Square Central, Hong Kong

January 9, 2017

To the Shareholders

Dear Sir or Madam,

(1) RE-APPOINTMENT OF EXTERNAL AUDITORS FOR 2016 AND

(2) NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM to be held at 9:30 a.m. on Thursday, February 23, 2017 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC. The purpose of this circular is to give you notice of the EGM and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

II. RE-APPOINTMENT OF EXTERNAL AUDITORS OF THE COMPANY FOR 2016

According to Articles 64 and 249 of the Articles of Association, the re-appointment of an independent accounting firm as external auditors of the Company shall be approved by the Shareholders’ general meeting, and the term of service shall be one year, and the accounting firm is thereafter eligible for reappointment. The Board proposed to re-appoint PricewaterhouseCoopers Zhong Tian LLP (普華永道中天會計師事務所（特殊普通合夥）) as the domestic external auditors of the Company for 2016 to provide relevant domestic audit services in accordance with the PRC Accounting Standards for Business Enterprises, with a term expiring upon the next annual general meeting of the Company; and re-appoint PricewaterhouseCoopers Hong Kong (香港羅兵咸永道 會計師事務所) as the international external auditors of the Company for 2016 to provide relevant international audit service in accordance with the International Financial Reporting Standards, with a term expiring upon the next annual general meeting of the Company; and the Board proposed it be authorized on the general meeting to determine the audit fees in accordance with the market principles and enter into relevant contracts.

An ordinary resolution in respect of the re-appointment of external auditors of the Company for 2016 will be proposed at the EGM for consideration and approval by the Shareholders.

III. THE EGM

The EGM will be held at 9:30 a.m. on Thursday, February 23, 2017 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC, to consider and, if thought fit, approve the resolution on the re-appointment of external auditors of the Company for 2016. The notice of the EGM is set out on pages 4 to 6 of this circular.

A form of proxy for use at the EGM is enclosed. If you intend to appoint a proxy to attend the EGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form or any other authorization documents should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, whereas holders of Domestic Shares should return the proxy form to the Company’s Board office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to return the completed and signed reply slip to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), or to the Company’s Board office (for holders of Domestic Shares), on or before Friday, February 3, 2017 in person, by mail or by fax.

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LETTER FROM THE BOARD

The location of the Company’s Board office is 9/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (Telephone: (86) 10 8513 0716, Fax: (86) 10 6518 6399). Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, is located at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555).

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote by shareholders at a general meeting must be taken by poll. Therefore, the resolution to be proposed at the EGM 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 EGM.

V. RECOMMENDATION

The Board considers that the resolution regarding the re-appointment of the external auditors of the Company for 2016 is in the best interests of the Company and the Shareholders as a whole and accordingly recommends you to vote in favor of the said resolution to be proposed at the EGM.

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

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NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 6066)

NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Thursday, February 23, 2017 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC, to consider and, if thought fit, approve the following resolution. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated January 9, 2017.

ORDINARY RESOLUTION

1. To consider and approve the resolution on the re-appointment of external auditors of the Company for 2016.

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

Beijing, the PRC January 9, 2017

As at the date of this notice, the Board of the Company comprises Mr. Wang Changqing (Chairman, Executive Director), Mr. Yu Zhongfu (Vice Chairman, Non-executive Director), Ms. Hu Donghui (Vice Chairman, Non-executive Director), Mr. Qi Liang (Executive Director), Mr. Wang Chenyang (Non-executive Director), Mr. Wang Shouye (Non-executive Director), Mr. Liu Dingping (Non-executive Director), Ms. Wang Shumin (Non-executive Director), Mr. Qiu Jianyang (Non-executive Director), Mr. Feng Genfu (Independent Non-executive Director), Ms. Zhu Shengqin (Independent Non-executive Director), Mr. Dai Deming (Independent Non-executive Director), Mr. Bai Jianjun (Independent Non-executive Director) and Mr. Liu Qiao (Independent Non-executive Director).

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NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Eligibility for Attending the EGM 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 EGM from Tuesday, January 24, 2017 to Thursday, February 23, 2017 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the EGM, 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) or the Company’s Board Office at 9/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (for holders of Domestic Shares), no later than 4:30 p.m. on Monday, January 23, 2017 to complete registration. Holders of H Shares and Domestic Shares who are registered with Computershare Hong Kong Investor Services Limited or the Company’s Board Office (where appropriate) at the close of business on the aforementioned date are entitled to attend the EGM.

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 EGM in respect of such shares.

2. Proxy

• (1) Any Shareholder entitled to attend and vote at the EGM 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) or the Company’s Board office at 9/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (for holders of Domestic Shares), no later than 24 hours before the time fixed for the EGM or any adjournment thereof. The proxy form for the EGM is enclosed herewith.

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

3. Registration Procedures for Attending the EGM

• (1) Shareholder or his/her proxy shall produce proof of identity when attending the EGM:

• (a) 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.

• (b) 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.

• (2) Shareholders intending to attend the EGM in person or by their proxies should return the completed and signed reply slip for attending the EGM in person, by post or by fax to Computershare Hong Kong Investor Services Limited (for H Shareholders), or to the Company’s Board office (for holders of Domestic Shares) on or before Friday, February 3, 2017.

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NOTICE OF 2017 FIRST EXTRAORDINARY GENERAL MEETING

4. Voting by Poll

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the resolution to be proposed at the EGM 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 EGM.

5. Miscellaneous

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

• (2) The address of Computershare Hong Kong Investor Services Limited is at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555, Fax: (852) 2865 0990).

• (3) The location of the Company’s Board office is at 9/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (Telephone: (86) 10 8513 0716, Fax: (86) 10 6518 6399).

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