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

Feb 20, 2020

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

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

(Stock Code: 6066)

(1) THE EXTENSION OF THE VALIDITY PERIOD OF THE PLAN FOR THE NON-PUBLIC ISSUANCE OF A SHARES (2) THE EXTENSION OF THE VALIDITY PERIOD OF FULL AUTHORIZATION TO THE BOARD TO DEAL WITH RELEVANT MATTERS IN RELATION TO THE NON-PUBLIC ISSUANCE

• (3) GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

(4) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (5) NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND

(6) NOTICE OF THE 2020 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2020 first H Shareholders’ class meeting (“ H Shareholders’ Class Meeting ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 11:30 a.m. on Thursday, April 9, 2020 (or immediately after the 2020 First A Shareholders’ Class Meeting) at Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC, to consider and, if thought fit, approve the following resolution. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated February 21, 2020.

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SPECIAL RESOLUTIONS

To consider and approve:

• (1) the extension of the validity period of the plan for the Non-public Issuance of A Shares; and

• (2) the extension of the validity period of full authorization to the Board to deal with relevant matters in relation to the Non-public Issuance.

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

Beijing, the PRC February 21, 2020

As at the date of this announcement, the executive Directors of the Company are Mr. Wang Changqing and Mr. Li Geping; the non-executive Directors of the Company are Mr. Yu Zhongfu, Ms. Zhang Qin, Ms. Zhu Jia, Mr. Wang Hao, Mr. Wang Bo and Mr. Xu Gang; and the independent non-executive Directors of the Company are Mr. Feng Genfu, Ms. Zhu Shengqin, Mr. Dai Deming, Mr. Bai Jianjun and Mr. Liu Qiao.

Notes:

1. Eligibility for Attending the H shareholders’ class meeting and Closure of Register of Members

The register of members of the Company will be closed for the purpose of determining Shareholders’ entitlement to attend the H shareholders’ class meeting from Tuesday, March 10, 2020 to Thursday, April 9, 2020 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the H shareholders’ class meeting, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, March 9, 2020 to complete registration. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited or the Company’s Board Office (where appropriate) at the close of business on Monday, March 9, 2020 are entitled to attend the H shareholders’ class meeting.

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 H shareholders’ class meeting in respect of such shares.

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2. Proxy

• (1) Any Shareholder entitled to attend and vote at the H shareholders’ class meeting is entitled to appoint one or more proxies to attend and vote at the meeting on his or her behalf. A proxy need not be a Shareholder.

• (2) The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a Director or a duly authorized attorney.

To be valid, the proxy form together with the notarized power of attorney or other documents of authorization, if any, must be completed and delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 24 hours before the time fixed for the H shareholders’ class meeting (i.e. 11:30 a.m. on Wednesday, April 8, 2020) or 24 hours before the time of any adjournment thereof. The proxy form for the H shareholders’ class meeting is enclosed herewith.

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

3. Registration Procedures for Attending the H shareholders’ class meeting

• (1) Shareholder or his/her proxy shall produce proof of identity when attending the H shareholders’ class meeting:

  • (a) Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives of the legal person shareholders according to laws.

  • (b) Individual Shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity. Proxies of individual Shareholders shall produce effective proof of identity and form of proxy.

• (2) Shareholders intending to attend the H shareholders’ class meeting in person or by their proxies should return the completed and signed reply slip for attending the H shareholders’ class meeting 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 Friday, March 20, 2020.

4. Voting by Poll

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

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5. Miscellaneous

• (1) The duration of the H shareholders’ class meeting is expected not to exceed half a day. Shareholders who attend the H shareholders’ class meeting 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).

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