CSC Financial Co., Ltd. — Proxy Solicitation & Information Statement 2019

Jan 23, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of 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 advisor.

If you have sold or transferred all your shares in CSC Financial Co., Ltd. , you should at once hand this circular together with the accompanying 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.

==> picture [369 x 56] intentionally omitted <==

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

(Stock Code: 6066)

(1) RESOLUTION ON APPLICATION FOR CONTINUING ISSUANCE OF

PERPETUAL SUBORDINATED BONDS

(2) NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 10 of this circular. Please refer to pages 11 to 13 of this circular for the notices convening the Extraordinary General Meeting.

Reply slip and form of proxy for use at the Extraordinary General Meeting were dispatched to the Shareholders on January 24, 2019, and published on the websites of the Hong Kong Stock Exchange (http:// www.hkexnews.hk) and the Company (www.csc108.com).

Please complete and return the applicable reply slip as soon as possible in accordance with the instructions thereon if you would like to attend the Extraordinary General Meeting, but in any event no later than Thursday, February 21, 2019.

Please complete and return the applicable proxy form in accordance with the instructions printed thereon, if the Shareholders are to appoint a proxy to attend the Extraordinary General Meeting.

For holders of H shares, the proxy form and any instrument of authorization should be returned to Computershare Hong Kong Investor Services Limited (whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong) as soon as possible, but in any event not later than 24 hours before the time appointed for holding the Extraordinary General Meeting, i.e. 9:30 a.m. on Wednesday, March 13, 2019. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or at any adjourned meetings should you so wish.

January 24, 2019

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
I.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
II.	BUSINESS TO BE CONSIDERED AT THE EGM. . . . . . . . . . . . . . . . . . . . . . . . .	2
III.	RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
IV.	EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
V.	VOTING BY POLL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
VI.	RECOMMENDATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE	OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . .	11

Note: In the event of any discrepancy between the English and Chinese versions of this circular, the Chinese version shall prevail.

– i –

DEFINITIONS

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

• “A Share(s)” the ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed and traded in RMB and listed on the Shanghai Stock Exchange

• “A Shareholders” holders of A Shares “Articles of Association” the articles of association of the Company, as amended from time to time

• “Board” or “Board of Directors” 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, the H Shares of which have been listed and traded on the main board of the Hong Kong Stock Exchange (stock code: 6066) and the A Shares of which have been listed and traded on the Shanghai Stock Exchange (stock code: 601066)

• “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Company “EGM” or “Extraordinary the extraordinary general meeting of the Company to be held at General Meeting” 9:30 a.m. on Thursday, March 14, 2019 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC

• “H Share(s)” overseas listed foreign invested ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange, and traded in Hong Kong dollars

• “H Shareholders” holders of H Shares “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

– ii –

DEFINITIONS

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Independent Non-executive the independent non-executive Director(s) of the Company Director(s)” or “Independent Director(s)”

• “Non-executive Director(s)” non-executive Director(s) of the Company “PRC” or “China” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Shareholder(s)” the shareholder(s) of the Company “Supervisors” supervisors of the Company “Supervisory Committee” supervisory committee of the Company “%” percentage

– iii –

LETTER FROM THE BOARD

==> picture [369 x 56] intentionally omitted <==

(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) Mr. Dong Shi (Vice Chairman, Non-executive Director) Mr. Li Geping (Executive Director) Ms. Zhang Qin (Non-executive Director) Ms. Zhu Jia (Non-executive Director) Mr. Wang Hao (Non-executive Director) Mr. Wang Bo (Non-executive Director) Mr. Xu Gang (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)

Registered office in the PRC: Unit 4, No. 66 Anli Road Chaoyang District Beijing PRC 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 24, 2019

To the Shareholders:

(1) RESOLUTION ON APPLICATION FOR CONTINUING ISSUANCE OF

PERPETUAL SUBORDINATED BONDS

(2) NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the overseas regulatory announcement of the Company dated December 28, 2018 in relation to continuing issuance of perpetual subordinated bonds and the convening of the 2019 first extraordinary general meeting. I, on behalf of the Board, would like to invite you to attend the EGM to be held at 9:30 a.m. on Thursday, March 14, 2019 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC.

– 1 –

LETTER FROM THE BOARD

II. BUSINESS TO BE CONSIDERED AT THE EGM

The resolution to be proposed at the EGM for approval is: Resolution on application for continuing issuance of perpetual subordinated bonds.

The above resolution is subject to the approval by the Shareholders at the EGM by way of special resolution.

The purpose of this circular is to provide you with the information on proposed resolution above to enable you to be fully informed in order to vote for or against the proposed resolution at the EGM.

1. Resolution on Application for Continuing Issuance of Perpetual Subordinated Bonds

The pilot issuance of the perpetual subordinated bonds of the Company was approved pursuant to the Letter on Approval for Pilot Issuance of Perpetual Subordinated Bonds of CSC Financial Co., Ltd. (Zheng Quan Ji Jin Ji Gou Jian Guan Bu Bu Han [2014] No. 2156) 《關於同意中信建投証券股份有限公司試點發行永續次級債券的函》( (證券基金機構監管 部部函[2014]2156號)) issued by the Department of Fund and Intermediary Supervision of CSRC on December 29, 2014. On January 16 and March 18, 2015, the Company successfully issued two tranches of perpetual subordinated bonds under non-public issuance on the Shanghai Stock Exchange, which effectively replenished the net asset and net capital as well as achieving substantive innovation in the methods for capital replenishment in the domestic securities industry.

In recent years, the Company achieved satisfactory development in each of its businesses. According to the statistics published by the Securities Association of China, the operating results of the Company outperforms its asset position, which demonstrated the favourable operating capacity of the Company, but also reflected the problem of the mismatch between asset size and operating capacity. Accordingly, the Company intended to further issue the perpetual subordinated bonds in order to further improve its capital strength and promote the development of asset business. In consideration of the urgency for the Company to conduct current capital replenishment, and that the perpetual subordinated bonds are special financial bonds with innovation nature, while the issue timing, issue size and other factors are closely related to the market conditions, the following matters are hereby proposed at the EGM for consideration to improve the efficiency of bonds issuance:

– 2 –

LETTER FROM THE BOARD

1. Approve the Company to continue the issuance of perpetual subordinated bonds and the following basic proposals of the issuance of perpetual subordinated bonds (the “ Tranche of Bonds ”) :

A. Issuance Size and Issuance Method

The total issuance size will not exceed RMB10 billion (inclusive); and the non-public issuance to qualified investors will be adopted as the issuance method. Authorization will be given to the Board at the general meeting and the management personnel of the Company will be delegated by the Board to determine the actual issuance size and issuance method within the above scope according to the Company’s capital need and market conditions at the time of issuance.

B. Par Value and Issuance Price

The par value is RMB100, issued at par.

C. Subordinated Terms

The principal and interest of this Tranche of Bonds shall be settled, upon liquidation, after the settlement of ordinary debts and subordinated debts of the Company. Unless the Company undergoes liquidation, investors shall not request the Company to speed up the repayment of the principal of this Tranche of Bonds.

D. Bond Maturity

Every five interest-accruing years constitute a repricing period. At the end of each repricing period, the Company is entitled to extend the maturity of such Tranche of Bonds to one repricing period (i.e. for a period of 5 years) or redeem such Tranche of Bonds in full.

– 3 –

LETTER FROM THE BOARD

E. Renewal Option of the Issuer

Renewal option of the issuer is allowed for such Tranche of Bonds, while repurchase option for investors is not, i.e. at the end of each repricing period of such Tranche of Bonds, the Company is entitled to extend the maturity of such Tranche of Bonds by one repricing period or redeem such Tranche of Bonds in full, and investors are not entitled to request the Company to redeem such Tranche of Bonds. An announcement on exercise or full redemption of renewal option shall be published by the Company on the platform designated by the CSRC for information disclosure at least on the 30th trading day prior to the interest payment date of the year of exercising such renewal option.

F. Bond Rate and its Determination Method

Floating interest rate will be adopted for such Tranche of Bonds. Interest shall be calculated annually at a simple rate. The coupon rate of the bonds during the previous five interest-accruing years (i.e., the first pricing period) will be determined according to the market conditions at the time of issuance and relevant requirements in compliance with law, and will remain unchanged in the previous five interest-accruing years and be reset for every five years starting from the 6th interest-accruing year;

The coupon rate for the previous five interest-accruing years represents the initial benchmark interest rate plus the initial spread, in which the initial benchmark interest rate shall be the arithmetic mean of the Shanghai Interbank Offered Rate (Shibor_1W) for the week of 750 working days preceding the date of issuance (rounded to two decimal place); the benchmark interest rate for the current period in each repricing period thereafter shall be the arithmetic mean of the Shanghai Interbank Offered Rate (Shibor_1W) for the week of 750 working days preceding the value date of such repricing period (rounded to two decimal place). The initial spread represents the difference between the coupon rate for the first pricing period and the initial benchmark interest rate;

Where the Company has optioned to extend the maturity of such Tranche of Bonds, such extension shall commence from the second repricing period, and the coupon rate for the repricing period shall be adjusted to the benchmark interest rate for the current period plus initial spread plus 300 basis points (being 0.01% per basis point, same as hereinafter).

– 4 –

LETTER FROM THE BOARD

Where the benchmark interest rate for the current period is not available on the date of interest rate reset due to macro economy, changes in policy and other factors, the coupon rate shall be the benchmark interest rate for the previous period prior to the date of interest rate reset plus initial spread plus 300 basis points.

G. Date of Coupon Rate Reset

Each fifth anniversary of the first date of coupon rate reset.

H. Terms for Deferred Interest Payment

Such Tranche of Bonds confers the issuer the option to defer interest payment, so that at each interest payment date of each Tranche of Bonds under the bonds, the issuer shall have the option to defer payment of interests for the relevant term as well as all interests already deferred in accordance with this clause and the accreted interests thereon to the next payment date without any limitation with respect to the number of deferrals, except for occurrence of any trigger events for compulsory interest payment. The abovementioned deferring of interest payment does not constitute the issuer’s default of interest payment in full as agreed. Interest shall accrue on each deferred interest for the deferment period. If the Company decides to defer interest payment, an announcement on deferral of interest payment shall be published by the Company on the platform designated by the CSRS for information disclosure five working days prior to the interest payment date;

Where the Company has not deferred interest payment at the end of an interestaccruing year, then starting from the next interest-accruing year, the interest rate calculated for such deferred interest and accreted interests thereon shall be adjusted to the benchmark interest rate for the current period plus initial spread plus 300 basis points, until the year in which such deferred interest and accreted interests thereon are fully paid off.

I. Trigger Events for Compulsory Interest Payment

Upon occurrence of the following events within 12 months prior to the interest payment date, the issuer shall not defer payment of interests for relevant period as well as all interests already deferred in accordance with this clause and the accreted interests thereon: (1) payment of dividend to ordinary shareholders; and (2) reduction of registered share capital.

– 5 –

LETTER FROM THE BOARD

J. Restrictions under Deferred Interest Payment

If the Company has optioned to defer interest payment, before full repayment of the deferred interests and the accreted interests thereon, the Company shall not engage in the following: (1) payment of dividend to ordinary shareholders; and (2) reduction of registered share capital.

K. Accounting Treatment

Such Tranche of Bonds is classified by the Company as equity instrument in accordance with the Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instrument and the Accounting Standard for Business Enterprises No. 37 – Presentation and Reporting of Financial Instrument.

L. Method of Interest Payment

The interest for this Tranche of Bonds shall be paid once per annum.

M. Target Subscribers and Arrangement for Placing to the Company’s Shareholders

The bonds shall be issued to qualified institutional investors (except for individual investors and those who are prohibited from subscription by national law and regulations) who fulfil the requirements including Administrative Measures on the Offering and Trading of Corporate Bonds, Provisions on the Management of Subordinated Debts of Securities Companies, Administrative Measures on the Appropriateness of Securities and Futures Investors, Administrative Measures of the Shanghai Stock Exchange for the Suitability of Investors in the Bond Market. The number of target subscribers shall be no more than 200 and no placing shall be made to the Company’s Shareholders.

N. Form of Underwriting

The bonds are retained individually for sale by the issuer or are underwritten, in the form of proxy sale, by the lead underwriter through organizing underwriting syndicates.

O. Bond Guarantee

This Tranche of Bonds is not secured.

– 6 –

LETTER FROM THE BOARD

P. Credit Rating

The issuer is required to appoint a credit rating agency to conduct evaluation on the credit rating in relation to the target of issuance and bonds.

Q. Market Listed for Sale

The Shanghai Stock Exchange.

R. Registration, Management and Settlement of Bonds

The Shanghai Branch of China Securities Depository and Clearing Corporation Limited.

S. Use of Proceeds

All of the proceeds from the issuance of the bonds, after deducting the issuance fees, are used to replenish working capital and repay the debts falling due.

1. It is proposed at the general meeting to authorize the Board, which in turn authorizes the management of the Company, to deal with matters in relation to the issuance of perpetual subordinated bonds according to market conditions, the condition of capital replenishment, capital need and other actual needs of the Company in order to maximise the interest of the Company. Specific details of which are set forth as follows:

2. (1) To determine the specific issuance plans for each tranche of perpetual subordinated bonds (including the issue timing, multi-tranche issuance arrangement (including whether to issue by one-off or multi-tranche issuance, and the specific size of each issuance), initial spread, whether to exercise the renewal option and deferred interest payment option of the issuer as well as relevant arrangement on exercise of rights, place of issuance and other matters relating to issuance terms) by taking into consideration market conditions and the actual needs of the Company in accordance with applicable laws and regulations of the PRC, the documents and requirements of regulatory authorities, and the resolutions passed at the general meeting and by the Board, provided that the size of such issuance plans do not exceed the total issuance amount passed by the above resolution.

– 7 –

LETTER FROM THE BOARD

• (2) To apply with regulatory authorities and exchanges for the reporting, approval, filing, registration, transfer, exercise of rights and other matters in relation to dealing with the issuance of perpetual subordinated bonds, including but not limited to the formulation, signing, execution, amendment and completion of necessary documents and agreements as well as information disclosure.

• (3) To appoint relevant intermediaries to deal with matters in relation to the issuance and transfer of perpetual subordinated bonds.

• (4) To make relevant adjustments to matters relating to specific issuance plans on perpetual subordinated bonds where there is any changes in the policy of regulatory authorities on the issuance of perpetual subordinated bonds or any changes in market conditions, except for matters on which re-approval by the Board and the general meeting is otherwise required pursuant to the relevant laws, regulations and the Articles of Association.

• (5) To deal with other relevant matters in relation to the issuance and transfer of perpetual subordinated bonds.

The above resolutions had been considered and approved at the ninth meeting of the second session of the Board of the Company. The resolutions are hereby submitted to the EGM for consideration, and it is resolved that the validity shall be 24 months from the date of passing the resolution for consideration at the EGM.

The issuance of the perpetual subordinated bonds of the Company is subject to approval by the Shareholders of the Company at the EGM and the obtaining of the approvals from the relevant government departments or regulatory authorities of the PRC. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares and other securities of the Company.

III. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of providing information on to the Company. The Directors, having made all reasonable inquiries, confirm that, as far as they are aware and are satisfied that the information contained in this circular is accurate and complete in all material respects, there is no misleading or fraudulent material and no omission of any of the information contained in this circular or other matters which are misleading.

– 8 –

LETTER FROM THE BOARD

IV. EGM

The Extraordinary General Meeting will be held at 9:30 a.m. on Thursday, March 14, 2019 at Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC. The notice of the meeting is set out on pages 11 to 13 of this circular.

A form of proxy to be used at the EGM (if applicable) 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 instrument of authorization should be returned to the Company’s H Share registrar, Computershare Hong Kong investor Services Limited, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjourned meeting thereof, i.e. 9:30 a.m. on Wednesday, March 13, 2019. 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), on or before Thursday, February 21, 2019 in person, by mail or by fax.

The location of the Company’s Board office is 8/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (Telephone: (8610)85130716, Fax: (8610)65186399). 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)28628555, Fax: (852)28650990).

Shareholders attending the EGM in person or by proxy shall be responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall present their original identity documents.

The EGM is to be held at 9:30 a.m., and the registration period of the physical EGM would be from 8:30 a.m. to 9:30 a.m..

– 9 –

LETTER FROM THE BOARD

In order to determine the list of Shareholders who are entitled to attend the EGM, the Company will close the register of members of H Shares during the period from Tuesday, February 12, 2019 to Thursday, March 14, 2019 (both days inclusive), during which no registration of Shares will be made. Shareholders who wish to attend the EGM are required to send all the transfer documents together with the relevant Shares to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) to register before 4:30 p.m. on Monday, February 11, 2019. At the close of business of the aforementioned date, H Shareholders and Domestic Shareholders registered in Computershare Hong Kong Investor Services Limited are entitled to attend the Extraordinary General Meeting.

V. 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.

VI. RECOMMENDATIONS

The Directors consider that all resolutions proposed above are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be submitted at the EGM.

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

Beijing, the PRC, January 24, 2019

– 10 –

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [369 x 56] intentionally omitted <==

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

(Stock Code: 6066)

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. on Thursday, March 14, 2019 at the Multifunction Hall, B1/F, Office Building of CSC Financial Co., Ltd., No.188 Chaonei Avenue, Dongcheng District, Beijing, the Peoples Republic of China (the “ 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 (the “ Circular ”) of the Company dated January 24, 2019. Please refer to the Circular for details of the proposed resolutions.

SPECIAL RESOLUTION

1. To consider and approve the resolution on application for continuing issuance of perpetual subordinated bonds.

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

Beijing, the PRC January 24, 2019

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. DONG Shi, Ms. ZHANG Qin, Ms. ZHU Jia, Mr. WANG Hao, Mr. WANG Bo and Mr. XU Gang; 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.

– 11 –

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. In order to determine the list of H Shareholders who are entitled to attend the EGM, the Company will close the register of members during the period from Tuesday, February 12, 2019 to Thursday, March 14, 2019 (both days inclusive), during which no registration of Shares will be made. H Shareholders who wish to attend the EGM are required to send all the transfer documents together with the relevant Shares to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited to register before 4:30 p.m. on Monday, February 11, 2019. At the close of business of the aforementioned date, H Shareholders registered in Computershare Hong Kong Investor Services Limited 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.

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), no later than 24 hours before the time fixed for the EGM (i.e. 9:30 a.m. on Wednesday, March 13, 2019) or not less than 24 hours before the convening of 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.

1. Registration Procedures for Attending the EGM

2. (1) Shareholder or his/her proxy shall produce the original 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.

3. (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 on or before Thursday, February 21, 2019.

– 12 –

NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

1. 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.

1. Miscellaneous

2. (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.

3. (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).

4. (3) The location of the Company’s Board office is at 8/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC (Telephone: (8610) 8513 0716, Fax: (8610) 6518 6399).

– 13 –