CSC Financial Co., Ltd. — Proxy Solicitation & Information Statement 2020

Jun 10, 2020

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 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) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS

(2) ADDITION OF DIRECTOR OF THE COMPANY

AND

(3) NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 5 of this circular. Please refer to pages 37 to 39 of this circular for the notice convening the Extraordinary General Meeting.

Please complete and return the reply as soon as possible in accordance with the instructions on the return if you would like to attend the Extraordinary General Meeting, but in any event no later than Wednesday, July 8, 2020.

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

For H Shareholders, the proxy form and any authorization instruments 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 less than 24 hours before the time appointed for holding the Extraordinary General Meeting. 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.

June 11, 2020

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
1.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL
	MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – C OMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES
	OF ASSOCIATION OF CSC FINANCIAL CO., LTD.. . . . . . . . . . . . . . . .	6
APPENDIX II – C OMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF
	PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF
	CSC FINANCIAL CO., LTD.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . .		37

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 issued share capital of the Company
	with a nominal value of RMB1.00 each, which have been listed on
	the Shanghai Stock Exchange
“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
“Board Meeting”	the board meeting of the Company convened on Friday, May 29,
	2020
“Company”	CSC Financial Co., Ltd. (中信建投証券股份有限公司), a joint
	stock company incorporated in the People’s Republic of China
	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)
“Company Law”	the Company Law of the People’s Republic of China
“CSRC”	China Securities Regulatory Commission
“Director(s)”	the director(s) of the Company
“EGM” or “2020 Second	the 2020 second extraordinary general meeting or any adjournment
Extraordinary General Meeting”	thereof of the Company to be held at 9:30 a.m. Tuesday, July
	28, 2020 at 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 and traded on
	the Hong Kong Stock Exchange
“H Shareholders”	holders of H Shares
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– ii –

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “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” 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 “Rules of Procedures for the rules of procedures for shareholders’ general meetings of the Shareholders’ General Meetings” Company

• “Securities Law” the Securities Law of the People’s Republic of China “Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including A Shares and H Share(s)

• “Shareholder(s)” the shareholder(s) of the Company “%” per cent

– iii –

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) Mr. Li Geping (Executive Director)

• Ms. Zhang Qin (Non-executive Director)

• Ms. Zhu Jia (Non-executive Director)

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

• 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)

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

June 11, 2020

To the Shareholders:

Dear Sir or Madam,

(1) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES

FOR SHAREHOLDERS’ GENERAL MEETINGS

(2) ADDITION OF DIRECTOR OF THE COMPANY AND

(3) NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated May 29, 2020 in relation to the proposed amendments to the Articles of Association and the announcement of the Company dated May 29, 2020 in relation to the addition of Director. On behalf of the Board, I would like to invite you to attend the EGM to be held at 9:30 a.m. Tuesday, July 28, 2020 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

2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

Resolutions will be proposed at the EGM to approve: (1) the resolution on amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings; and (2) the resolution on the addition of director of the Company.

The above resolution (1) is subject to the approval by the Shareholders at the EGM by way of special resolution, while the above resolution (2) is subject to approval by the Shareholders at the EGM by way of ordinary resolution.

The purpose of this circular is to provide you with the information on the resolutions (1) to (2) above to enable you to vote for or against the proposed resolutions at the EGM under fully informed condition.

(1) Amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings

In order to further improve corporate governance, the Company intends to make corresponding amendments and improvements to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings, in accordance with the laws and regulations such as the Securities Law of the People’s Republic of China (2019 Revision), the Provisions on the Equity Management of Securities Companies, the Guidelines for the Articles of Association of Listed Companies (2019 Revision), the Code of Corporate Governance for Listed Companies (2018 Revision), as well as taking into account the actual circumstances of the Company. For the comparison tables on the amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings, please refer to Appendix I and Appendix II.

The above resolutions have been approved at the Board meeting, and it is hereby proposed at the EGM for approval by the Shareholders to authorize the Board to further delegate the operating management of the Company to handle the filing procedures on the Articles of Association and Rules of Procedures for Shareholders’ General Meetings. The amended Articles of Association and Rules of Procedures for Shareholders’ General Meetings shall become effective from the date of being approved at the EGM.

The Articles of Association and Rules of Procedures for Shareholders’ General Meetings 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.

– 2 –

LETTER FROM THE BOARD

(2) Addition of Director of the Company

In accordance with the resolution passed by the Board meeting of the Company, Mr. WANG Xiaolin (“ Mr. WANG ”) has been nominated as a candidate for the Director of the second session of the Board of the Company. Mr. WANG will officially assume office when the resolution on his appointment is approved at the EGM of the Company, with a term of office ending when the term of the second session of the Board of the Company expires.

The biographical details of Mr. WANG are set out as follows:

Mr. WANG Xiaolin, born in February 1963. Mr. WANG has been serving as an external director of Central Huijin Investment Limited since June 2018, a non-executive director of China Everbright Group Limited since June 2018 and a director of China Everbright Bank Company Limited (a company listed on the Hong Kong Stock Exchange, stock code: 06818, and on the Shanghai Stock Exchange, stock code: 601818) since October 2018.

Mr. WANG served as the deputy general manager of the securities management headquarter at Shandong International Trust Co., Ltd. from July 1997 to August 2000, a general manager assistant of Shandong High-Tech Investment Corporation Co., Ltd. from August 2000 to February 2007, the head of the general office at Shandong Lucion Investment Holdings Group Co., Ltd. from February 2007 to December 2011, the secretary of CPC Committee and general manager of Shandong International Trust Co., Ltd. from December 2011 to August 2013, a member of CPC Committee and the deputy general manager at Shandong Lucion Investment Holdings Group Co., Ltd. from March 2013 to August 2016, the chairman of First-Trust Fund Management Co., Ltd. from June 2013 to January 2017, the deputy head (temporary) of the International Department at China Banking Regulatory Commission from August 2013 to October 2014, and the deputy secretary of CPC Committee and general manager of Shandong Development Investment Holding Group Co., Ltd. from August 2016 to June 2018, and an independent director of Shandong Hi-speed Company Limited (a company listed on the Shanghai Stock Exchange, stock code: 600350) from December 2016 to April 2019.

Mr. WANG obtained his master’s degree in economics from Fudan University in June 1997 and obtained the title of a senior economist in June 2018.

Save as disclosed above, Mr. WANG has confirmed that (i) he does not hold any position of the Company or its subsidiaries nor any other directorship in other listed companies for the last three years; (ii) he does not have any relationship with any directors, supervisors, senior management, or substantial or controlling shareholders of the Company; and (iii) he does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 3 –

LETTER FROM THE BOARD

Save as disclosed above, Mr. WANG confirmed that, there is no other matter relating to his appointment that needs to be brought to the attention of the shareholders of the Company, nor is there any other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The resolution above is hereby proposed to the EGM for approval. Upon the approval of the appointment of Mr. WANG at the EGM, the Company will enter into an appointment letter with Mr. WANG. Mr. WANG will not receive any director’s fee from the Company as a Non-executive Director of the Company.

3. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard 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.

4. EXTRAORDINARY GENERAL MEETING

The 2020 Second Extraordinary General Meeting will be held at 9:30 a.m. Tuesday, July 28, 2020 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC. The notice of the EGM is set out on pages 37 to 39 of this circular.

A form of proxy to be used 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. 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 Wednesday, July 8, 2020 in person, by mail or by fax.

– 4 –

LETTER FROM THE BOARD

Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555).

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 Saturday, June 27, 2020 to Tuesday, July 28, 2020 (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 Computershare Hong Kong Investor Services Limited which is at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on Friday, June 26, 2020. At the end of the above business hours, H Shareholders registered in Computershare Hong Kong Investor Services Limited or the office of the Board of the Company (if applicable) are entitled to attend the EGM.

5. VOTING BY POLL

In accordance with rule 13.39 (4) of the Hong Kong Listing Rules, any vote made by the Shareholders at the EGM shall be conducted by way of poll unless the chairman of the meeting so requests in good faith to allow a vote by hand to vote solely on resolutions relating to procedural or administrative matters. Accordingly, the resolutions proposed at the EGM will be voted by way of poll.

To the best knowledge of the Directors based on the information currently available, no shareholder will be required to abstain from voting at the EGM.

6. RECOMMENDATION

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 2020 Second Extraordinary General Meeting.

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

Beijing, the PRC

– 5 –

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

APPENDIX I

Articles and Content 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 (hereinafter referred to as the “Hong Kong Listing Rules”) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.

Reasons for the Articles and Content after Amendments Amendments Article 1 In order to safeguard the legitimate For standardizing interests of CSC Financial Co., Ltd. (hereinafter the wordings of the referred to as the “Company”), its shareholders provisions 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 ~~(hereinafter referred to as the “Hong Kong Listing Rules”)~~ , the Rules Governing the Listing of Stocks on Shanghai Stock Exchange ( together with the Rules Governing the Listing of Securities on The Stock Exchange of

– 6 –

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
		Hong Kong Limited, collectively referred to as the“listing rules of the places where the shares of the Company are listed” ) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.
Paragraph 1 of Article 3Approved by the Reply on Approval of the Conversion of China Securities Finance Limited into a Joint Stock Limited Company (Zhengjian Xuke [2011] No. 1037) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), with all shareholders of the original China Securities Finance Limited as the promoters, through the overall conversion of audited book net assets of the original China Securities Finance Limited as at 31 December 2010 into the shares of the Company, the Company is established and registered at Beijing Administration for Industry and Commerce on 28 September 2011, with the Business License (creditability code: 91110000781703453H) granted.		Paragraph 1 of Article 3Approved by the Reply on Approval of the Conversion of China Securities Finance Limited into a Joint Stock Limited Company (Zhengjian Xuke [2011] No. 1037) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), with all shareholders of the original China Securities Finance Limited as the promoters, through the overall conversion of audited book net assets of the original China Securities Finance Limited as at 31 December 2010 into the shares of the Company, the Company is established and registered~~at Beijing Administration for Industry~~ ~~and Commerce~~ in Beijing on 28 September 2011, with the Business License (creditability code: 91110000781703453H) granted.	For standardizing the wordings of the provisions in accordance with the Notice of the State Council regarding the Establishment of Organizations (國務 院關於機構設置的 通知) (Guo Fa [2018] No. 6)

– 7 –

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 13As approved by the relevant regulatory authorities and approved by and registered with the administrative department for industry and commerce, the business scope of the Company includes: (1) securities brokerage; (2) securities investment consultation; (3) financial advisory business relating to securities trading and securities investment; (4) securities underwriting and sponsorship; (5) securities proprietary trading; (6) securities asset management; (7) proxy sale of securities investment fund; (8) provision of futures intermediary services for futures companies; (9) margin financing and securities lending; (10) proxy sale of financial products; (11) insurance agency service; (12) stock options market making; (13) securities investment fund custodian; (14) sale of precious metals; (15) other businesses as approved by relevant regulatory authorities.		Article 13As approved by the relevant regulatory authorities and approved~~by~~ and registered~~with~~ ~~the administrative department for industry and~~ ~~commerce~~ , the business scope of the Company includes: (1) securities brokerage; (2) securities investment consultation; (3) financial advisory business relating to securities trading and securities investment; (4) securities underwriting and sponsorship; (5) securities proprietary trading; (6) securities asset management; (7) proxy sale of securities investment fund; (8) provision of futures intermediary services for futures companies; (9) margin financing and securities lending; (10) proxy sale of financial products; ~~(11)~~ ~~insurance agency service;~~ (~~12~~ ~~1~~1 )stock options market making; (~~13~~ ~~1~~2 )securities investment fund custodian; (~~14~~ ~~1~~3 )sale of precious metalproducts ; (~~15~~ ~~1~~4 )other businesses as approved by relevant regulatory authorities.	To be consistent with the Business License of the Company and for standardizing the wordings of the provisions

– 8 –

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 27Under the following circumstances, the Company may, after being approved according to the procedures provided in the laws, regulations and these Articles of Association and obtaining the approval from relevant national competent authorities, buy back its outstanding shares in accordance with statutory procedures: (1) reducing the Company’s registered capital; (2) merging with companies which hold shares in the Company; (3) awarding shares to employees of the Company; (4) acquiring shares held by shareholders, who vote against any resolution proposed in any shareholders’ general meeting on the merger or division of the Company, upon their request; (5) other circumstances permitted by the law, administrative regulations, departmental rules, normative documents, the listing rules of the places where the shares of the Company are listed and other relevant regulations. The Company shall not purchase or sell the Company’s shares except under the aforesaid circumstances.		Article 27Under the following circumstances, the Company may, after being approved according to the procedures provided in the laws, regulations and these Articles of Association and obtaining the approval from relevant national competent authorities, buy back its outstanding shares in accordance with statutory procedures: (1) reducing the Company’s registered capital; (2) merging with companies which hold shares in the Company; (3) ~~awarding shares to employees of the~~ ~~Company~~ ~~u~~tilizing sharesfor employee stock ownership plan or share incentive scheme ; (4) acquiring shares held by shareholders, who vote against any resolution proposed in any shareholders’ general meeting on the merger or division of the Company, upon their request; (5) utilizing shares for conversion of corporate bonds issued by the Company which are convertible into shares; (6) where it is necessary to maintain the Company’s value and shareholders’ interests;	Amended as per Article 23 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)
		(6)

– 9 –

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
		(~~5~~ ~~7~~ ) other circumstances permitted by the law, administrative regulations, departmental rules, normative documents, the listing rules of the places where the shares of the Company are listed and other relevant regulations. The Company shall not~~purchase or sell the~~ ~~Company’s shares~~ acquire the Company’s shares except under the aforesaid circumstances.
Article 28The Company may buy back its shares in one of the following manners with the approval from relevant national competent authorities: (1) by making a pro rata general offer of buy- back to all shareholders; (2) by repurchasing shares through public trading on a stock exchange; (3) by repurchasing through an off-market agreement; (4) by other means as permitted by laws and regulations and relevant regulatory authorities.		Article 28The Company may ~~i f h flli~~	Amended as per Article 24 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)
		~~n one o te oowng manne~~ ~~f l il~~

– 10 –

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 29Buy-back of the Company’s shares under circumstances specified in item (1) to item (3) of Article 27 of the Articles of Association shall be subject to the approval of the shareholders’ general meeting. For any buy-back of the Company’s shares pursuant to items (1), (2), (4) of Article 27 of the Articles of Association, shares bought back pursuant to item (1) shall be cancelled within ten (10) days from the date of the buy-back; for circumstances described in items (2) and (4), the shares shall be transferred or cancelled within six (6) months. Share of the Company purchased according to item (3) of Article 27 of the Articles of Association shall not exceed five per cent (5%) of the total issued shares of the Company, and such purchase shall be funded by after-tax profit of the Company, and such shares purchased shall be transferred to employees within one (1) year.		Article 29Buy-back of the Company’s shares under circumstances specified in item (1)~~to~~ and item (~~3~~ ~~2~~ )ofthe first paragraph of Article 27 of the Articles of Association shall be subject to the approval of the shareholders’ general meeting.Any buy-back of the Company’s shares pursuant to items (3), (5) or (6) of the first paragraph of Article 27 of the Articles of Association shall be subject to the approval of more than two-thirds of the Directors attending the relevant Board meeting. For any buy-back of the Company’s shares pursuant to~~items (1), (2), (4)~~ the first paragraph of Article 27 of the Articles of Association, shares bought back pursuant to item (1) shall be cancelled within ten (10) days from the date of the buy-back; shares bought back pursuant to items (2) or (4) shall be transferred or cancelled within six (6) months~~. Share of the Company~~ ~~purchased~~ ~~;~~for any buy-back of the Company’s shares according to items (3), (5) or (6) of Article 27 of the Articles of Association, total shares held by the Company shall not exceed~~five per cent~~ ~~(5%)~~ ~~t~~en per cent (10%) of the total issued shares of the Company~~, and such purchase shall be funded~~ ~~by after-tax profit of the Company,~~ and such shares purchased shall be transferred~~to~~ ~~employees within~~ ~~one (1) year~~ or cancelled within three (3) years .	Amended as per Article 25 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)
		~~one () year~~

– 11 –

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
Paragraph 1 of Article 34All fully paid overseas listed foreign shares listed on the Hong Kong Stock Exchange may be transferred freely in accordance with these Articles of Association. However, the Board may refuse to recognize any instrument of transfer without any reasons unless the following conditions are satisfied: (1) instrument of transfer and any other documents related to or affecting the title of any shares shall be registered, and payment shall be made to the Company for such registration according to the standard charges stipulated by the Hong Kong Listing Rules; (2) the instrument of transfer only relates to the overseas listed foreign shares listed on the Hong Kong Stock Exchange; (3) the stamp duty required by the laws of Hong Kong for the instrument of transfer has been paid; (4) the relevant share certificates and evidence reasonably required by the Board showing that the transferor has the right to transfer such shares shall be provided; (5) if the shares are to be transferred to joint holders, the number of joint shareholders registered shall not exceed four (4); (6) the relevant shares are free from all liens of the Company.	Paragraph 1 of Article 34All fully paid overseas listed foreign shares listed on the Hong Kong Stock Exchange may be transferred freely in accordance with these Articles of Association. However, the Board may refuse to recognize any instrument of transfer without any reasons unless the following conditions are satisfied: (1) instrument of transfer and any other documents related to or affecting the title of any shares shall be registered, and payment shall be made to the Company for such registration according to the standard charges stipulated by the~~Hong Kong~~ ~~Listing Rules~~ listing rules of the places where the shares of the Company are listed ; (2) the instrument of transfer only relates to the overseas listed foreign shares listed on the Hong Kong Stock Exchange; (3) the stamp duty required by the laws of Hong Kong for the instrument of transfer has been paid; (4) the relevant share certificates and evidence reasonably required by the Board showing that the transferor has the right to transfer such shares shall be provided; (5) if the shares are to be transferred to joint holders, the number of joint shareholders registered shall not exceed four (4); (6) the relevant shares are free from all liens of the Company.	For standardizing the wordings of the provisions

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
Article 57The ordinary shareholders of the Company shall enjoy the following rights: (1) the right to receive dividends and other distributions in proportion to their shareholdings; (2) the right to request, convene, chair, attend or appoint a proxy to attend shareholders’ general meetings and to exercise the voting rights according to the law; (3) the right to supervise the Company’s business operations, to present proposals or to raise enquires; (4) the right to transfer, give as a gift or pledge shares in accordance with laws, administrative regulations, normative documents and relevant requirements of the Securities Regulatory Authorities of the place where the shares of the Company are listed as well as the Articles of Association; (5) the right to obtain relevant information in accordance with the Articles of Association, including: 1. the right to obtain a copy of the Articles of Association, subject to payment of cost;	Article 57The ordinary shareholders of the Company shall enjoy the following rights: (1) the right to receive dividends and other distributions in proportion to their shareholdings; (2) the right to request, convene, chair, attend or appoint a proxy to attend shareholders’ general meetings and to exercise the voting rights according to the law; (3) the right to supervise the Company’s business operations, to present proposals or to raise enquires; (4) the right to transfer, give as a gift or pledge shares in accordance with laws, administrative regulations, normative documents and relevant requirements of the Securities Regulatory Authorities of the place where the shares of the Company are listed as well as the Articles of Association; (5) the right to obtain relevant information in accordance with the Articles of Association, including: 1. the right to obtain a copy of the Articles of Association, subject to payment of cost;	Amended as per Article 28 of the Provisions on the Equity Management of Securities Companies

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
2. the right to inspect and copy, subject to payment of a reasonable charge: (i) the register of all the shareholders; (ii) personal particulars of each of the Company’s Directors, Supervisors and senior management members; (iii) the status of the Company’s share capital; (iv) special resolutions of shareholders’ general meetings of the Company; (v) reports showing the aggregate nominal value, quantity, maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year and the aggregate amount incurred by the Company for this purpose; (vi) minutes of shareholders’ general meetings; (vii) the latest audited financial report;	2. the right to inspect and copy, subject to payment of a reasonable charge: (i) the register of all the shareholders; (ii) personal particulars of each of the Company’s Directors, Supervisors and senior management members; (iii) the status of the Company’s share capital; (iv) special resolutions of shareholders’ general meetings of the Company; (v) reports showing the aggregate nominal value, quantity, maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year and the aggregate amount incurred by the Company for this purpose; (vi) minutes of shareholders’ general meetings; (vii) the latest audited financial report;

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Articles and Content after Amendments	Reasons for the Amendments
(viii) a copy of the latest Annual Inspection Form that has been filed with the PRC Administration for Industry and Commerce or other competent authorities; (ix) counterfoils of corporate bonds; (x) resolutions of the Board; (xi) resolutions of the Supervisory Committee; (xii) financial accounting reports. Documents of item (i) to (viii) (except item (ii)) mentioned above shall be made available by the Company, according to the requirements of the Hong Kong Listing Rules, at the Company’s address in Hong Kong, for the public shareholders and holders of overseas listed foreign shares to inspect free of charge (minutes of shareholders’ general meetings are available for inspection by the shareholders only). If the information to be inspected and photocopied involves trade secrets or inside information of the Company, the Company may refuse to provide the same.		(viii) a copy of the latest Annual Inspection Form that has been filed with the PRC Administration for Industry and Commerce or other competent authorities; (ix) counterfoils of corporate bonds; (x) resolutions of the Board; (xi) resolutions of the Supervisory Committee; (xii) financial accounting reports. Documents of item (i) to (viii) (except item (ii)) mentioned above shall be made available by the Company, according to the requirements of the~~Hong Kong Listing~~ ~~Rules~~ listing rules of the places where the shares of the Company are listed , at the Company’s address in Hong Kong, for the public shareholders and holders of overseas listed foreign shares to inspect free of charge (minutes of shareholders’ general meetings are available for inspection by the shareholders only). If the information to be inspected and photocopied involves trade secrets or inside information of the Company, the Company may refuse to provide the same.

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
(6) in the event of the termination or liquidation of the Company, to participate in the distribution of remaining assets of the Company in accordance with the shareholdings; (7) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to buy back their shares; (8) other rights under laws, administrative regulations, departmental rules, normative documents, listing rules of the places where the shares of the Company are listed and these Articles of Association. The Company shall not exercise any rights to freeze or otherwise prejudice any rights attached to the shares held by any person who directly or indirectly has interest in the Company solely for the reason that such person fails to disclose to the Company any such interests.	(6) in the event of the termination or liquidation of the Company, to participate in the distribution of remaining assets of the Company in accordance with the shareholdings; (7) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to buy back their shares; (8) other rights under laws, administrative regulations, departmental rules, normative documents, listing rules of the places where the shares of the Company are listed and these Articles of Association. The Company shall not exercise any rights to freeze or otherwise prejudice any rights attached to the shares held by any person who directly or indirectly has interest in the Company solely for the reason that such person fails to disclose to the Company any such interests.

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
		Any shareholder who should have but failed to seek approval from or fails to file with the regulatory authorities, or who has not completed the rectification, shall not exercise such rights as the right to request the convening of a general meeting, voting right, right of nomination, right of making motions and right of disposition. Any shareholder who has made false statements, abused his/her rights as a shareholder or acted in a manner which is detrimental to the interests of the Company shall not exercise such rights as the right to request the convening of a general meeting, voting right, right of nomination, right of making motions and right of disposition.
Article 59If any resolution of the general meeting or the Board meeting is in violation of laws and administrative regulations, the shareholders shall be entitled to request the People’s Court to invalidate the said resolution (the dispute- resolution rules of the Articles of Association shall apply to holders of overseas listed foreign shares). If the convening procedure or voting method of the general meeting or the Board meeting is in violation of laws, administrative regulations or these Articles of Association, or if the content of any resolution is in violation of these Articles of Association, the shareholders shall be entitled to apply to the People’s Court for revocation within sixty (60) days after the resolution being adopted (the dispute-resolution rules of the Articles of Association shall apply to holders of overseas listed foreign shares).		Article 59If any resolution of the general meeting or the Board meeting is in violation of laws and administrative regulations, the shareholders shall be entitled to request the People’s Court to invalidate the said resolution (the dispute- resolution rules of the Articles of Association shall apply to holders of overseas listed foreign shares). If the convening procedure or voting method of the general meeting or the Board meeting is in violation of laws, administrative regulations or these Articles of Association, or if the content of any resolution is in violation of these Articles of Association, the shareholders shall be entitled to apply to the People’s Court for revocation within sixty (60) days after the resolution being adopted (the dispute-resolution rules of the Articles of Association shall apply to holders of overseas listed foreign shares).	Amended as per Article 28 of the Provisions on the Equity Management of Securities Companies

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
		In the event of any illegal or improper conduct in relation to equity management affairs in violation of laws, administrative regulations and regulatory requirements, the person(s) responsible for such illegal or improper conduct shall compensate the Company for the losses caused thereby; shareholders who are responsible for illegal or improper conduct shall be held accountable accordingly in accordance with laws, administrative regulations and regulatory requirements; where the Company or the person in charge of equity management affairs and other persons are responsible for the illegal or improper conduct, they shall be held accountable in accordance with the laws, administrative regulations, regulatory requirements and the internal rules of the Company.
Article 62The ordinary shareholders of the Company shall have the following obligations: (1) to abide by laws, administrative regulations and these Articles of Association; (2) to pay capital contribution for the shares subscribed for in the prescribed method of subscription; (3) except as otherwise provided by laws and regulations, withdrawal of share capital shall be permitted;		Article 62The ordinary shareholders of the Company shall have the following obligations: (1) to abide by laws, administrative regulations and these Articles of Association; (2) to pay capital contribution for the shares subscribed for in the prescribed method of subscription; (3) except as otherwise provided by laws and regulations, withdrawal of share capital shall be permitted;	Amended as per Articles 25, 26 and 28 of the Provisions on the Equity Management of Securities Companies

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
(4) not to remove any Director, Supervisor or senior management members of the Company without the approval by the general meeting and/or the Board; (5) not to interfere with the operation and management of the Company in violation of any requirement of laws, administrative regulations or the Articles of Association; (6) not to abuse shareholder’s right to prejudice the interests of the Company or other shareholders; not to abuse the independent status of legal person of the Company or shareholder’s limited liability to prejudice the interests of the creditors of the Company. Shareholders of the Company who abuse their shareholder’s rights and thereby causing loss to the Company or other shareholders shall be liable for compensation according to the law. Where shareholders of the Company abuse the independent status of legal person of the Company and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.	(4) not to remove any Director, Supervisor or senior management members of the Company without the approval by the general meeting and/or the Board; (5) not to interfere with the operation and management of the Company in violation of any requirement of laws, administrative regulations or the Articles of Association; (6) not to abuse shareholder’s right to prejudice the interests of the Company or other shareholders; not to abuse the independent status of legal person of the Company or shareholder’s limited liability to prejudice the interests of the creditors of the Company. Shareholders of the Company who abuse their shareholder’s rights and thereby causing loss to the Company or other shareholders shall be liable for compensation according to the law. Where shareholders of the Company abuse the independent status of legal person of the Company and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company.

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
(7) shareholders of the Company shall notify the Company in advance if, through subscription or acquisition of the Company’s shares or holding of the shares of the Company’s shareholders or otherwise, the shareholders will hold five per cent (5%) or more of the Company’s registered share capital. Shareholders shall be formally entitled to hold such amount of the Company’s shares upon approval from the Securities Regulatory Authorities. Shareholders that hold or control five per cent (5%) or more of the Company’s shares shall not have any voting rights until such approval is obtained from the Securities Regulatory Authorities. The abovementioned shareholders shall dispose of the corresponding shares if they are unable to obtain such approval from the Securities Regulatory Authorities within twelve (12) months from the date of acquiring the shares.	(7) shareholders of the Company shall notify the Company in advance if, through subscription or acquisition of the Company’s shares or holding of the shares of the Company’s shareholders or otherwise, the shareholders will hold five per cent (5%) or more of the Company’s registered share capital. Shareholders shall be formally entitled to hold such amount of the Company’s shares upon approval from the Securities Regulatory Authorities. Shareholders that hold or control five per cent (5%) or more of the Company’s shares shall not have any voting rights until such approval is obtained from the Securities Regulatory Authorities. The abovementioned shareholders shall dispose of the corresponding shares if they are unable to obtain such approval from the Securities Regulatory Authorities within twelve (12) months from the date of acquiring the shares.

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Articles and Content after Amendments	Reasons for the Amendments
(8) to fulfill other obligations as stipulated by laws, administrative regulations and these Articles of Association. Shareholders shall not be liable for further contribution to share capital other than the conditions agreed to as a subscriber of the shares at the time of subscription.		(8)	Shareholding periods of the Company’s shareholders shall comply with the laws, administrative regulations and relevant requirements of the CSRC on the shareholders of securities companies. Shareholders shall not pledge their equity interests in the Company during the lock-up period. Upon the expiration of the lock-up period, the proportion of equity interest in the Company pledged by a shareholder shall not exceed 50% of his/her equity interest in the Company. Where a shareholder pledges his/her equity interest in the Company, such pledge shall not prejudice the interests of other shareholders and the Company, shall not maliciously circumvent the requirements of the lock-up period in respect of the equity interest, and shall not agree on the exercise of his/her rights as a shareholder such as voting rights by the pledgee or other third parties, or transfer the control of his/ her equity interest in the Company in a disguised form. The de facto controller of a shareholder of the Company shall abide by the same lock-up period as that for such shareholder in respect of his/her equity interest in the Company, except for the circumstances approved by the CSRC according to laws.

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
		(~~8~~ ~~9~~ ) to fulfill other obligations as stipulated by laws, administrative regulations and these Articles of Association. Shareholders shall not be liable for further contribution to share capital other than the conditions agreed to as a subscriber of the shares at the time of subscription.
Article 65The controlling shareholders and the de facto controllers of the Company shall not use the connected relations to prejudice the interests of the Company; otherwise, they shall be liable for compensation for the loss suffered by the Company. The controlling shareholders and the de facto controllers of the Company owe fiduciary duties towards the Company and public shareholders of the Company. The controlling shareholders shall exercise his/her rights as a capital contributor in strict compliance with laws. The controlling shareholders shall not make use of methods such as the distribution of profits, restructuring of assets, external investments, misappropriation of assets, borrowing or loan guarantees to prejudice the legitimate interests of the Company and public shareholders, and shall not make use of their controlling positions to prejudice the interests of the Company and public shareholders.		Article 65The controlling shareholders and the de facto controllers of the Company shall not use the connected relations to prejudice the interests of the Company; otherwise, they shall be liable for compensation for the loss suffered by the Company. The controlling shareholders and the de facto controllers of the Company owe fiduciary duties towards the Company and public shareholders of the Company. The controlling shareholders shall exercise his/her rights as a capital contributor in strict compliance with laws. The controlling shareholders shall not make use of methods such as the distribution of profits, restructuring of assets, external investments, misappropriation of assets, borrowing or loan guarantees to prejudice the legitimate interests of the Company and public shareholders, and shall not make use of their controlling positions to prejudice the interests of the Company and public shareholders.The controlling shareholders and the substantial shareholders of the Company shall replenish the capital of the Company as and when necessary.	Amended as per Article 28 of the Provisions on the Equity Management of Securities Companies

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

APPENDIX I

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
Save for the obligations imposed by laws, administrative regulations, departmental rules, normative documents or required by the listing rules of the places where the shares of the Company are listed, the controlling shareholders shall not, in the exercise of their shareholders’ rights, make decisions prejudicial to the interests of all or part of the shareholders in the exercise of their voting rights on the issues set forth below: (1) releasing the responsibility of a Director or Supervisor to act in good faith in the best interests of the Company; (2) approving the expropriation by a Director or Supervisor for his/ her own or others’ benefits, in any guise, of the Company’s assets, including but not limited to opportunities beneficial to the Company; (3) approving the expropriation by a Director or Supervisor for his/her own or others’ benefit of the personal interests of other shareholders, including but not limited to any rights to distributions and voting rights, but excluding restructuring of the Company submitted to general meeting for approval in accordance with these Articles of Association.	Save for the obligations imposed by laws, administrative regulations, departmental rules, normative documents or required by the listing rules of the places where the shares of the Company are listed, the controlling shareholders shall not, in the exercise of their shareholders’ rights, make decisions prejudicial to the interests of all or part of the shareholders in the exercise of their voting rights on the issues set forth below: (1) releasing the responsibility of a Director or Supervisor to act in good faith in the best interests of the Company; (2) approving the expropriation by a Director or Supervisor for his/ her own or others’ benefits, in any guise, of the Company’s assets, including but not limited to opportunities beneficial to the Company; (3) approving the expropriation by a Director or Supervisor for his/her own or others’ benefit of the personal interests of other shareholders, including but not limited to any rights to distributions and voting rights, but excluding restructuring of the Company submitted to general meeting for approval in accordance with these Articles of Association.

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Paragraph 1 of Article 70The venue of a general meeting of the Company shall be the domicile of the Company or other location specified in the notice of the general meeting.		Paragraph 1 of Article 70The venue of a general meeting of the Company shall be the domicile of the Company or other location specified in the notice of the general meetingthat is convenient for shareholders to attend. After issuance of the notice of a general meeting, the venue of the physical general meeting shall not be changed without just causes. If there is a need for change, the convener shall make an announcement and explain the reasons at least two (2) working days prior to the physical meeting date.	Amended as per Article 44 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)
Article 103Resolutions of the general meeting include ordinary resolutions and special resolutions. Ordinary resolution at a general meeting shall be adopted by one- half (1/2) or more of the voting rights held by shareholders (including their proxies) attending the general meeting. Special resolution at a general meeting shall be adopted by two thirds (2/3) or more of the voting rights held by shareholders (including their proxies) attending the general meeting.		Article 103Resolutions of the general meeting include ordinary resolutions and special resolutions. Ordinary resolution at a general meeting shall be adopted by~~one- half (1/2) or more~~ more than half of the voting rights held by shareholders (including their proxies) attending the general meeting. Special resolution at a general meeting shall be adopted by two thirds (2/3) or more of the voting rights held by shareholders (including their proxies) attending the general meeting.	For standardizing the wordings of the provisions as per Article 103 of the Company Law of the People’s Republic of China (2018 Revision)

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 106Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a general meeting. Subject to the applicable laws, administrative regulations, departmental rules, normative documents or listing rules of the places where the shares of the Company are listed, the Board, Independent Directors and shareholders who meet the relevant requirements may solicit voting rights from shareholders. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.		Article 106Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Where a material matter affecting the interests of small and medium investors is being considered at a general meeting, the votes cast by small and medium investors shall be counted separately, and the counting results shall be publicly disclosed in a timely manner. Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a general meeting. Subject to the applicable laws, administrative regulations, departmental rules, normative documents or listing rules of the places where the shares of the Company are listed, the Board, Independent Directors and shareholders who meet the relevant requirements may solicit voting rights from shareholders. Information including the specific voting preference shall be fully provided to the shareholders for whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Amended as per Article 78 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 119Where a proposed resolution on the election of Directors or Supervisors is passed at the general meeting, the term of office of the newly-elected Director or Supervisor shall be determined at the same time and shall commence at the passing of the relevant resolution at the general meeting and upon the approval of qualification.		Article 119Where a proposed resolution on the election of Directors or Supervisors is passed at the general meeting, the term of office of the newly- elected Director or Supervisor shall be determined at the same time and shall commence~~at the passing~~ ~~of~~ ~~o~~n the date on which the relevant resolution is approved at the general meeting~~and upon the~~ ~~approval of qualification~~ .	Amended as per Article 124 of the Securities Law of the People’s Republic of China (2019 Revision)
Article 124Shareholders of the affected class, whether or not with the rights to vote at general meetings originally, shall have the right to vote at shareholders’ class meetings in respect of matters referred to in items (2) to (8) and (11) to (12) in Article 123 hereof, except that interested shareholders shall not vote at such shareholders’ class meetings. The term “interested shareholders” in the preceding paragraph shall mean: (1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with Article 28 hereof, the controlling shareholders as defined in Chapter 16 of these Articles of Association shall be the “interested shareholders”; (2) in case of a buy-back of shares by the Company by an off- market agreement in accordance with Article 28 hereof, holders of shares in relation to such agreement shall be the “interested shareholders”;		Article 124Shareholders of the affected class, whether or not with the rights to vote at general meetings originally, shall have the right to vote at shareholders’ class meetings in respect of matters referred to in items (2) to (8) and (11) to (12) in Article 123 hereof, except that interested shareholders shall not vote at such shareholders’ class meetings. The term “interested shareholders” in the preceding paragraph shall mean: (1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with~~Article~~ ~~28 hereof~~ the Articles of Association , the controlling shareholders as defined in Chapter 16 of these Articles of Association shall be the “interested shareholders”; (2) in case of a buy-back of shares by the Company by an off- market agreement in accordance with~~Article 28 hereof~~ the Articles of Association ,holders of shares in relation to such agreement shall be the “interested shareholders”;	For standardizing the wordings of the provisions

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
(3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.		(3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.
Article 129Directors of the Company shall have their qualifications approved by the CSRC or its branches before assuming office. The Company shall not appoint any personnel who has not obtained the qualification to be Director, and shall not violate the provision by authorizing unqualified personnel to effectively exercise the duties.		Article 129Directors of the Company shall~~have~~ ~~their qualifications approved by the CSRC or its~~ ~~branches before assuming office~~ comply with the requirements of the Securities Regulatory Authorities in respect of requirements for the positions .The Company shall not appoint any personnel who~~has not obtained the qualification~~ does not comply with the requirements for the positions to be Director~~, and shall not violate the~~ ~~provision by authorizing unqualified personnel to~~ ~~effectively exercise the duties~~ ~~.~~ The appointment and removal of a Director by the Company shall be reported to and filed with the Securities Regulatory Authorities.	Amend as per Article 124 of the Securities Law of the People’s Republic of China (2019 Revision)

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APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Paragraph 1 of Article 131Directors shall be elected and replaced at the general meeting and serve a term of three (3) years for each session. A director may serve consecutive terms if re- elected upon the expiry of his/her term, unless otherwise required by the relevant regulations and the Articles of Association. Before the expiry of a Director’s term of office, the general meeting shall not remove such Director without cause.		Paragraph 1 of Article 131Directors shall be elected and replaced at the general meeting, and can be removed by the general meeting before expiry of their respective term of office. Every Director shall serve a term of three (3) years for each session, and may serve consecutive terms if re-elected upon the expiry of his/her term, unless otherwise required by the relevant regulations and the Articles of Association.~~Before the expiry of a~~ ~~Director’s term of office, the general meeting shall~~ ~~not remove such Director without cause.~~	Amended as per Article 96 of the Guidelines on Articles of Association of Listed Companies (2019 Revision)
Article 165The Board of Directors consists of special committees, namely the Development Strategy Committee, Risk Management Committee, Audit Committee and Remuneration and Nomination Committee. The chairmen/chairwomen of Audit Committee and Remuneration and Nomination Committee shall be Independent Directors. Audit Committee shall consist of at least three members, all of whom shall be Non-executive Directors and not less than half (1/2) of the members shall be Independent Directors. There shall be at least one Independent Director who shall be an accounting professional with five (5) years or more of working experience in accounting. Not less than half (1/2) of the members of the Remuneration and Nomination Committee shall be Independent Directors.		Article 165The Board of Directors consists of special committees, namely the Development Strategy Committee, Risk Management Committee, Audit Committee and Remuneration and Nomination Committee.All members of the special committees shall be Directors. The~~chairmen/chairwomen~~ convener of Audit Committee and Remuneration and Nomination Committee shall be Independent Directors,of which the convener of the Audit Committee shall also be an accounting professional. Audit Committee shall consist of at least three(3) members, all of whom shall be Non-executive Directors and not less than half (1/2) of the members shall be Independent Directors. There shall be at least one Independent Director who shall be an accounting professional with five (5) years or more of working experience in accounting. Not less than half (1/2) of the members of the Remuneration and Nomination Committee shall be Independent Directors.	Amended as per Article 38 of the Code of Corporate Governance for Listed Companies (2018 Revision)

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
All special committees shall be accountable to the Board of Directors and may submit proposals to the Board of Directors in respect of the specific matters, which they are responsible for. The Board of Directors shall seek advice of the special committees before making any decision on matters related to the duties of the special committees. Each special committee shall submit its annual work report to the Board of Directors.		All special committees shall be accountable to the Board of Directors and may submit proposals to the Board of Directors in respect of the specific matters, which they are responsible for. The Board of Directors shall seek advice of the special committees before making any decision on matters related to the duties of the special committees. Each special committee shall submit its annual work report to the Board of Directors. The Board is responsible for formulating the rules of procedures for the special committees and regulating the operation of the special committees.
Article 183The General Manager and other senior management of the Company shall comply with the requirements in respect of the qualifications of senior management of the Securities Regulatory Authorities and relevant policies and regulations, and shall obtain the qualifications approved by the CSRC or its branches before they take office.		Article 183The General Manager and other senior management of the Company shall comply with the requirements in respect of the~~qualifications~~ requirements for positions of senior management of the Securities Regulatory Authorities and relevant policies and regulations~~, and shall obtain~~ ~~the qualifications approved by the CSRC or its~~ ~~branches before they take office~~ ~~.~~ The appointment and removal of the General Manager and other senior management by the Company shall be reported to and filed with the Securities Regulatory Authorities.	Amended as per Article 124 of the Securities Law of the People’s Republic of China (2019 Revision)
Article 185A person who serves the position other than a director in the controlling shareholders or de facto controller of the Company, shall not serve as a senior management member of the Company.		Article 185A person who serves any administrative roles other than a directoror supervisor in the controlling shareholder or de facto controller of the Company, shall not serve as senior management member of the Company.	Amended as per Article 69 of the Code of Corporate Governance for Listed Companies (2018 Revision)

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

APPENDIX I

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
A senior management member of the Company may at most hold the office of director or supervisor concurrently in two (2) companies in which the Company has shareholding but shall not hold an office other than those aforesaid in such companies. Senior management members of the Company shall not engage themselves concurrently in any other profit-making organizations or other operation activities.		A senior management member of the Company may at most hold the office of director or supervisor concurrently in two (2) companies in which the Company has shareholding but shall not hold an office other than those aforesaid in such companies. Senior management members of the Company shall not engage themselves concurrently in any other profit-making organizations or other operation activities.
Paragraph 1 of Article 200The Supervisors of the Company shall comply with the requirements in respect of the qualifications of Supervisors of the Securities Regulatory Authorities and relevant policies and regulations, and pass the qualification examination.		Paragraph 1 of Article 200The Supervisors of the Company shall comply with the requirements in respect of the~~qualifications~~ requirements for the positions of Supervisors of the Securities Regulatory Authorities and relevant policies and regulations~~, and pass the qualification examination~~ ~~.~~ The appointment and removal of a Supervisor by the Company shall be reported to and filed with the Securities Regulatory Authorities.	Amended as per Article 124 of the Securities Law of the People’s Republic of China (2019 Revision)
Article 298These Articles of Association are written in Chinese. In case of any inconsistency between these Articles and the articles of association in any other version, the latest Chinese version of these Articles of Association approved by and registered with the competent authority for registration of industry and commerce shall prevail.		Article 298These Articles of Association are written in Chinese. In case of any inconsistency between these Articles Association and the articles of association in any other version, the latest Chinese version of these Articles of Association approved~~by~~ and registered~~with the competent~~ ~~authority for registration of industry and commerce~~ shall prevail.	For standardizing the wordings of the provisions in accordance with the Notice of the State Council regarding the Establishment of Organizations (國務 院關於機構設置的 通知) (Guo Fa [2018] No. 6)

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TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
A r t i c l e 1I n o r d e r t o r e g u l a t e t h e organization and conduct of CSC Financial Co., Ltd. (hereinafter referred to as the “Company”) and to ensure that the general meetings exercise the functions and powers thereof according to laws, these Rules are formulated in accordance with the relevant laws, administrative regulations, departmental rules and statutory documents, including the Company Law of the People’s Republic of China (《中華人民共和國公司 法》) (hereinafter referred to as the “Company Law”), the Regulation on the Supervision and Administration of Securities Companies (《證券公司監督管理條例》), Rules for Governance of Securities Companies(《證券 公司治理準則》), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (《到境外上市公司章程 必備條款》), the Guidelines on Articles of Association of Listed Companies (《上市公 司章程指引》,the Rules for Shareholders’ General Meeting of Listed Companies (as amended in 2016) (《上市公司股東大會規 則(2016年修訂)》) (the “Rules for General Meeting”) and the regulations of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), and the Articles of Association of CSC Financial Co., Ltd. (the “Articles of Association”).		A r t i c l e 1I n o r d e r t o r e g u l a t e t h e organization and conduct of CSC Financial Co., Ltd. (hereinafter referred to as the “Company”) and to ensure that the general meetings exercise the functions and powers thereof according to laws, these Rules are formulated in accordance with the relevant laws, administrative regulations, departmental rules and statutory documents, including the Company Law of the People’s Republic of China (《中華人民共和國公司 法》) (hereinafter referred to as the “Company Law”), the Regulation on the Supervision and Administration of Securities Companies (《證券公司監督管理條例》), Rules for Governance of Securities Companies(《證券 公司治理準則》), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (《到境外上市公司章程 必備條款》), the Guidelines on Articles of Association of Listed Companies (《上市公 司章程指引》the Rules for Shareholders’ General Meeting of Listed Companies~~(as~~ ~~amended in 2016)~~ (《上市公司股東大會規 則~~(2016年修訂)~~ ~~》~~) (the “Rules for General Meeting”) and the regulations of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited(~~referred to as the “Hong Kong~~ ~~Listing Rules”)~~ ,the Rules Governing the Listing of Stocks on Shanghai Stock Exchange《上海證券交易所股票上市規 則 》(together with the Rules Governing the Listing of Securities on The Stock E x c h a n g e o f H o n g K o n g L i m i t e d, collectively referred to as the“listing rules of the places where the shares of the Company are listed”) , and the Articles of Association of China Securities Co., Ltd (the “Articles of Association”).	For standardizing the wordings of the provisions

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APPENDIX II

TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
A r t i c l e 2T h e C o m p a n y s h a l l convene the general meeting in strict accordance with relevant provisions of laws, administrative regulations, d e p a r t m e n t a l r u l e s, n o r m a t i v e documents, the Hong Kong Listing Rules, the Company’s Articles of Association and these rules, and safeguard shareholders’ legitimate exercise of rights.		A r t i c l e 2T h e C o m p a n y s h a l l convene the general meeting in strict accordance with relevant provisions of laws, administrative regulations, d e p a r t m e n t a l r u l e s, n o r m a t i v e documents,~~the Hong Kong Listing~~ ~~Rules~~ the listing rules of the place where the shares of the Company are listed ,the Company’s Articles of Association and these rules, and safeguard shareholders’ legitimate exercise of rights.	For standardizing the wordings of the provisions
Paragraph 1 of Article 19The venue of a general meeting of the Company shall be the domicile of the Company or other location specified in the notice of the general meeting.		Paragraph 1 of Article 19The venue of a general meeting of the Company shall be the domicile of the Company or other location specified in the notice of the general meetingthat is convenient for shareholders to attend . After issuance of the notice of a general meeting, the venue of the physical general meeting shall not be changed without just causes. If there is a need for change, the convener shall make an announcement and explain the reasons at least two (2) trading days prior to the physical meeting date.	Article 44 of the Guidelines on Articles of Association of Listed Companies(as amended in 2019)

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APPENDIX II

TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
Article 37Resolutions of the general meeting include ordinary resolutions and special resolutions. Ordinary resolution at a general meeting shall be adopted by one half (1/2) or more of the voting rights held by shareholders (including their proxies) attending the general meeting. Special resolution at a general meeting shall be adopted by two thirds (2/3) or more of the voting rights held by shareholders (including their proxies) attending the general meeting.		Article 37Resolutions of the general meeting include ordinary resolutions and special resolutions. Ordinary resolution at a general meeting shall be adopted by~~one half (1/2) or~~ ~~more~~ more than half of the voting rights held by shareholders (including their proxies) attending the general meeting. Special resolution at a general meeting shall be adopted by two thirds (2/3) or more of the voting rights held by shareholders (including their proxies) attending the general meeting.	For standardizing the wordings of the provisions in accordance with Article 103 of Company Law of the People’s Republic of China (as amended in 2018)
Article 40Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a general meeting.		Article 40Shareholders (including proxies) shall exercise their voting rights according to the number of voting shares they represent, with one vote for each share. Where material issues affecting the interests of small and medium investors are being considered at the general meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.	Article 78 of the Guidelines on Articles of Association of Listed Companies (as amended in 2019)

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APPENDIX II

TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
S u b j e c t t o t h e a p p l i c a b l e l a w s, administrative regulations, departmental rules, normative documents or listing rules of the place where the shares of the Company are listed, the Board, Independent Directors and shareholders who meet the relevant requirements may solicit voting rights from shareholders. Information including the specific voting preference shall be fully provided to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.	Shares in the Company which are held by the Company do not carry any voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a general meeting. S u b j e c t t o t h e a p p l i c a b l e l a w s, administrative regulations, departmental rules, normative documents or listing rules of the place where the shares of the Company are listed, the Board, Independent Directors and shareholders who meet the relevant requirements may solicit voting rights from shareholders. Information including the specific voting preference shall be fully provided to the shareholders from whom voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for soliciting voting rights.

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APPENDIX II

TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Articles and Content before Amendments	Articles and Content after Amendments	Reasons for the Amendments
Article 61Shareholders of the affected class, whether or not with the rights to vote at general meetings originally, shall have the right to vote at shareholders’ class meetings in respect of matters referred to in items (2) to (8) and (11) to (12) in Article 60 hereof, except that interested shareholders shall not vote at such shareholders’ class meetings. The term “interested shareholders” in the preceding paragraph shall mean: (1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with Article 28 hereof, the controlling s h a r e h o l d e r s a s d e f i n e d i n Chapter 16 of the Company’s Articles of Association shall be the “interested shareholders”; (2) in case of a buy-back of shares by the Company by an off- market agreement in accordance with Article 28 hereof, holders of shares in relation to such agreement shall be the“interested shareholders”;	Article 61Shareholders of the affected class, whether or not with the rights to vote at general meetings originally, shall have the right to vote at shareholders’ class meetings in respect of matters referred to in items (2) to (8) and (11) to (12) in Article 60 hereof, except that interested shareholders shall not vote at such shareholders’ class meetings. The term “interested shareholders” in the preceding paragraph shall mean: (1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with~~Article 28~~ ~~hereof~~ the A r t i c l e s o f A s s o c i a t i o n , the controlling shareholders a s d e f i n e d i n C h a p t e r 1 6 of the Company’s Articles of Association shall be the “interested shareholders”; (2) in case of a buy-back of shares by the Company by an off- market agreement in accordance with~~Article 28 hereof~~ the A r t i c l e s o f A s s o c i a t i o n , holders of shares in relation to such agreement shall be the “interested shareholders”;	For standardizing the wordings of the provisions

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APPENDIX II

TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Articles and Content before Amendments		Articles and Content after Amendments	Reasons for the Amendments
(3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.		(3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.
Article 68These Rules are proposed by the Board, approved by the general meeting and approved by security authorities, and shall become effective from the date when the Company’s A Shares issued under the initial public offering are listed on a domestic stock exchange. The original Rules of Procedures for Shareholders’ General Meeting of the Company shall become null and void automatically on the date when these Rules come into effect.		Article 68These Rules~~are proposed~~ ~~by the Board, approved by the general~~ ~~meeting and approved by security~~ ~~authorities, and shall become effective~~ ~~from the date when the Company’s A~~ ~~Shares issued under the initial public~~ ~~offering are listed on a domestic~~ ~~stock exchange. The original Rules of~~ ~~Procedures for Shareholders’ General~~ ~~Meeting of the Company shall become~~ ~~null and void automatically on the date~~ ~~when these Rules come into effect.~~ ~~s~~hall become effective from the date when the resolutions of the general meeting are approved.	For standardizing the wordings of the provisions

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NOTICE OF THE 2020 SECOND 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 THE 2020 SECOND

EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 second extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. Tuesday, July 28, 2020 at the Multifunction 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 June 11, 2020.

SPECIAL RESOLUTION

To consider and approve:

• (1) the resolution on amendments to the Articles of Association and Rules of Procedures for Shareholders General Meetings;

ORDINARY RESOLUTION

To consider and approve:

• (2) the resolution on the addition of director of the Company.

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

Chairman

Beijing, the PRC June 11, 2020

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NOTICE OF THE 2020 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Eligibility for Attending the EGM and Closure of Register of Members

In order to determine the list Shareholders who are entitled to attend the EGM, the Company will close the register of members during the period from Saturday, June 27, 2020 to Tuesday, July 28, 2020 (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, accompanied by the relevant share certificates to 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 Friday, June 26, 2020 to complete registration. 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.

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.

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 Monday, July 27, 2020) 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) H 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 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Wednesday, July 8, 2020.

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NOTICE OF THE 2020 SECOND 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).

For the matters relating to the attendance of the EGM 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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