CSC Financial Co., Ltd. — Proxy Solicitation & Information Statement 2021

Feb 1, 2021

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) CHANGE OF REGISTERED CAPITAL OF THE COMPANY (2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS AND

(3) NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 5 of this circular. Please refer to pages 19 to 21 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 Saturday, February 27, 2021.

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, Wanchai, 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.

February 1, 2021

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. RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – CO MPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF
ASSOCIATION OF CSC FINANCIAL CO., LTD.. . . . . . . . . . . . . . . . . . . .	6
APPENDIX II – CO MPARISON TABLE ON THE AMENDMENTS TO THE RULES OF
PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF
CSC FINANCIAL CO., LTD.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . .	19

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	the board of Directors of the Company
Directors”
“Board Meeting”	the board meeting of the Company convened on Wednesday, January 27,
	2021
“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 “2021 First	the 2021 first extraordinary general meeting or any adjournment thereof
Extraordinary General	of the Company to be held at 9:30 a.m. Friday, March 19, 2021 at Multi-
Meeting”	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 The Stock Exchange of Hong Kong Limited Exchange” “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 “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 Company Meetings “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 Shares “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. Wang Xiaolin (Vice Chairman, Non-executive Director) Mr. Li Geping (Executive Director)

Ms. Zhang Qin (Non-executive Director)

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

Ms. Zhu Jia (Non-executive Director)

Mr. Wang Hao (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

February 1, 2021

To the Shareholders:

Dear Sir or Madam,

(1) CHANGE OF REGISTERED CAPITAL OF THE COMPANY

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

AND

(3) NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated January 27, 2021 in relation to the proposed amendments to the Articles of Association. On behalf of the Board, I would like to invite you to attend the EGM to be held at 9:30 a.m. Friday, March 19, 2021 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 change of registered capital of the Company; and (2) the resolution on amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings.

The above resolution (1) and resolution (2) are subject to approval by the Shareholders at the EGM by way of special resolutions.

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) Change of Registered Capital of the Company

The Company convened the shareholders’ general meetings on May 21, 2019, April 9, 2020 and June 5, 2020 to consider and approve the resolutions on the plan for private placement of A Shares of the Company, the extension of the valid period of the resolution of the general meeting regarding the private placement of A Shares of the Company, and the adjustment the plan for private placement of A Shares of the Company, and other related resolutions, and approved the matters in relation to the private placement of A Shares of the Company (the “ Issuance ”). The Issuance was approved by the CSRC in February 2020 in the Approval Regarding the Private Placement of CSC Financial Co., Ltd. (Zheng Jian Approval No. [2020] 345) from the CSRC (《關於核准中信建投証券股份有限公司非公開發行股票的批覆》(證監 許可[2020]345號)).

Accordingly, the total number of ordinary Shares denominated in RMB (A Shares) issued under the private placement of the Company is 110,309,559 Shares in December 2020, and the registration in relation to the issue of new Shares was completed at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited on December 28, 2020. After the Issuance, the total share capital of the Company was changed from 7,646,385,238 Shares to 7,756,694,797 Shares. As calculated based on the nominal value of RMB1, the registered capital of the Company increased by RMB110,309,559, i.e. changed from RMB7,646,385,238 to RMB7,756,694,797. According to the requirements of the industrial and commercial registration authority, the Company shall handle the procedures of changes in industrial and commercial registration upon the consideration and confirmation of the above changes in share capital and registered capital at the shareholders’ general meeting.

The above resolutions have been approved by the Directors at the Board Meeting, and the shareholders are requested to confirm the change of the share capital of the Company and registered capital at the EGM, authorize the Board itself to, and authorize the Board to delegate the operating management of the Company to handle relevant matters relating to the change of registered capital, including approval, filing and information disclosure.

– 2 –

LETTER FROM THE BOARD

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

Pursuant to laws, regulations, normative documents and the actual situation of the Company, the Company intends to amend the Articles of Association and the Rules of Procedures for Shareholders’ General Meetings.

• 1) With the approval of the shareholders’ general meeting and the CSRC, the Company issued 110,309,559 ordinary Shares denominated in RMB (A Shares) under the private placement of the Company in December 2020, and the registration in relation to the issue of new Shares was completed at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited on December 28, 2020. After the Issuance, the total share capital of the Company was changed from 7,646,385,238 Shares to 7,756,694,797 Shares. As calculated based on the nominal value of RMB1, the registered capital of the Company increased by RMB110,309,559, i.e. changed from RMB7,646,385,238 to RMB7,756,694,797. According to the requirements of the industrial and commercial registration authority, the Company shall make corresponding amendments to the Articles of Association in accordance with the above changes in share capital and registered capital, and handle the filing procedures of the Articles of Association upon the consideration and approval at the shareholders’ general meeting.

• 2) Pursuant to the Company Law, the Securities Law, the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《國務院關於 調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》(國函[2019]97 號)), the Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations (《證券基金經營機構信息技術管理辦 法》) and other laws, regulations and normative documents, the articles of the Articles of Association and the Rules of Procedures for Shareholders’ General Meetings of the Company concerning the notice procedures of the shareholders’ general meeting shall be adjusted, the articles concerning the scope of senior management personnel shall be added with the Chief Information Officer, and the articles concerning the consistency between the Rules of Procedures for Shareholders’ General Meetings of the Company and the relevant articles of the Articles of Association shall be adjusted.

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.

– 3 –

LETTER FROM THE BOARD

The above resolutions have been approved at the Board meeting, and it is hereby proposed at the EGM for approval by the Shareholders to amend the Articles of Association and the Rules of Procedures for Shareholders’ General Meetings. The Board is authorized to further delegate the operating management of the Company to make non-substantive adjustments (if necessary) to the format or wording of the amended contents of the Articles of Association and the Rules of Procedures for Shareholders’ General Meetings, and to handle the relevant approval, filing, information disclosure and other matters. The amended Articles of Association and the Rules of Procedures for Shareholders’ General Meetings shall become effective from the date of being approved at the EGM.

The Articles of Association and the 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.

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 2021 First Extraordinary General Meeting will be held at 9:30 a.m. Friday, March 19, 2021 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 19 to 21 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.

– 4 –

LETTER FROM THE BOARD

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 Saturday, February 27, 2021 in person, by mail or by fax.

Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, is located at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Telephone: (852) 2862 8555).

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 Wednesday, February 17, 2021 to Friday, March 19, 2021 (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 Tuesday, February 16, 2021. 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 2021 First Extraordinary General Meeting.

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

Chairman

Beijing, the PRC

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

APPENDIX I

Articles 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, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.

Articles after 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 Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas 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, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and other laws, administrative regulations, departmental rules, normative documents and requirements of the relevant regulatory authorities.

Reasons for the Amendments

Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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

APPENDIX I

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
Article 10The senior management members referred to in these Article of Association include the General Manager, the chief financial officer, the chief compliance officer, the chief risk officer, the secretary of the Board, the members of the Executive Committee and such other personnel confirmed by the regulatory body or resolved and confirmed by the Board to hold important positions.		Article 10The senior management members referred to in these Article of Association include the General Manager, the chief financial officer, the chief compliance officer, the chief risk officer, the secretary of the Board,the chief information officer ,the members of the Executive Committee and such other personnel confirmed by the regulatory body or resolved and confirmed by the Board to hold important positions.	Revised in accordance with Article 10 of the Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations
Article 20The total number of shares of the Company is 7,646,385,238 shares. The share capital is comprised of 7,646,385,238 ordinary shares, including 6,385,361,476 shares held by holders of Domestic Shares and 1,261,023,762 shares held by holders of overseas listed foreign shares.		Article 20The total number of shares of the Company is7,756,694,797 shares. The share capital is comprised of7,756,694,797 ordinary shares, including6,495,671,035 shares held by holders of Domestic Shares and 1,261,023,762 shares held by holders of overseas listed foreign shares.	Revised in accordance with the results of the Company’s private placement of A Shares in December 2020
Article 24The registered capital of the Company is RMB7,646,385,238.		Article 24The registered capital of the Company is RMB7,756,694,797 .	Revised in accordance with the results of the Company’s private placement of A Shares in December 2020
Article 48Change of the register of shareholders arising from share transfer shall not be registered within thirty (30) days before convening of a general meeting or within five (5) days prior to the reference date set by the Company for the purpose of distribution of dividends. Provisions otherwise provided by the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed shall prevail.		Article 48 Where the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the stock exchange have provisions on the period of suspension of the registration procedures for change of the register of shareholders before convening of a general meeting or the reference date set by the Company for the purpose of distribution of dividends, such provisions shall prevail.	Revised in accordance with the spirit of the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97), and combined with actual situation

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

APPENDIX I

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
Article 77Where a general meeting is convened by the Company, it shall issue a written notice forty-five (45) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting. Shareholders who intend to attend the general meeting shall deliver their written replies to the Company twenty (20) days prior to the convening of the meeting. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.		Article 77Where anannual general meeting is convened by the Company, it shall issue a written noticetwenty (20) days prior to the convening of the meeting; where an extraordinary general meeting is convened by the Company, it shall issue a written notice fifteen (15) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting.Provisions otherwise provided by the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange shall prevail. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.	Amended in accordance with Article 102 of the Company Law (2018 Revision) and the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)
Article 78The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received twenty (20) days prior to the convening of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half (1/2) or more of the total number of the Company’s voting shares, the Company shall convene the general meeting. If not, the Company shall within five (5) days notify the shareholders again by publishing an announcement stating the matters to be considered as well as the date and venue of the meeting. Upon notification by the announcement, the Company is entitled to convene the general meeting. An extraordinary general meeting shall not resolve on matters, which are not specified in the notice.		Article 78 Where the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange have provisions on the written replies of shareholders attending the general meeting, those provisions shall prevail.	Paragraph 1 was amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97); Paragraph 2 was deleted because the meaning thereof overlaps with other terms

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

APPENDIX I

Articles before Amendments

Article 80 Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association.

For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council forty-five (45) to fifty (50) days prior to the convening of the meeting. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting.

The notices, materials or written announcement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners, fortyfive (45) days prior to the convening of said meeting:

(1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares;

• (2) announced at the websites designated b y t h e S e c u r i t i e s R e g u l a t o r y Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules

• (3) other manners required by the stock exchange of the place where securities of the Company are listed and listing rules.

Articles after Amendments

Article 80 Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association.

For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authority of the State Council. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting.

The notices, materials or written statement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners:

• (1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares;

(2) announced at the websites designated by the Securities Regulatory Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules;

(3) other manners required by the stock exchange of the place where securities of the Company are listed and listing rules.

Reasons for the Amendments

Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

– 9 –

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

APPENDIX I

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
Article 126When the Company is to convene a shareholders’ class meeting, it shall issue a written notice forty-five (45) days prior to the date of such meeting informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. Shareholders who intend to attend the meeting shall deliver their written replies to the Company of their attendance twenty (20) days prior to the date of the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held. In the event that the number of the voting shares represented by the shareholders intending to attend the meeting is one half (1/2) or more of the total number of voting shares of that class, the Company may convene a shareholders’ class meeting. Otherwise, the Company shall within five (5) days notify the shareholders once again, by way of public announcement, of the matters to be considered at the meeting and the date and place of the meeting. Upon notification by public announcement, the Company may then proceed to convene the shareholders’ class meeting. If there are any special requirements by the listing rules of the place where the Company’s shares are listed, such requirements shall prevail.		Article 126When the Company is to convene a shareholders’ class meeting, it shall issue a written noticein accordance with the provisions of Article 77 of the Articles of Association informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held. Where the laws, regulations, the Securities Regulatory Authorities in the place(s) where the shares of the Company are listed and the Stock Exchange have provisions on the written notice and the written replies of shareholders attending the general meeting, those provisions shall prevail.	Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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

APPENDIX I

Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 147The Board of Directors shall exercise the following powers and duties: (1) to convene a general meeting and submit work report to such meeting; (2) to implement the resolutions of a general meeting; (3) to decide on the operation plan and investment scheme of the Company; (4) to determine the objectives of t h e C o m p a n y ’ s c o m p l i a n c e management, assume responsibility for the effectiveness of compliance management of the Company and perform the corresponding duties of compliance management; (5) to prepare the draft annual budget and final accounts of the Company; (6) to prepare the profit distribution plan and the loss recovery plan of the Company; (7) to prepare the plan for the Company to increase or reduce its registered capital, issuance of corporate bonds and other securities and listing plans; (8) to prepare plans of the Company with respect to mergers, divisions, dissolution or changes of the form of the Company; (9) to prepare plans of the Company with respect to material acquisitions, acquisition of the Company shares;	Article 147The Board of Directors shall exercise the following powers and duties: (1) to convene a general meeting and submit work report to such meeting; (2) to implement the resolutions of a general meeting; (3) to decide on the operation plan and investment scheme of the Company; (4) to determine the objectives of the Company’s compliance management, a s s u m e r e s p o n s i b i l i t y f o r t h e effectiveness of compliance management of the Company and perform the corresponding duties of compliance management; (5) to prepare the draft annual budget and final accounts of the Company; (6) to prepare the profit distribution plan and the loss recovery plan of the Company; (7) to prepare the plan for the Company to increase or reduce its registered capital, issuance of corporate bonds and other securities and listing plans; (8) to prepare plans of the Company with respect to mergers, divisions, dissolution or changes of the form of the Company; (9) to prepare plans of the Company with respect to material acquisitions, acquisition of the Company shares;	Revised in accordance with Article 10 of the Measures for Management of Information Technology of Institutions Engaged in Securities and Funds Operations

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

APPENDIX I

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
(10) to appoint or remove the General Manager, the Chief Compliance Officer, the Chief Risk Officer and the Secretary of the Board nominated by the Chairman of the Board of Directors and decide the remunerations and rewards and punishments thereof; to appoint or remove the Chief Financial Officer, members of the Executive Committee and other senior management members nominated by the Chairman of the Board of Directors or the General Manager, and decide the remunerations and rewards and punishments thereof; (11) to decide on the establishment of the internal management organizations of the Company; (12) to determine the composition of special committees under the Board, and the chairman (convener) of each special committee; (13) to establish a basic management system of the Company; (14) to prepare plans to amend these Articles of Association; (15) to file an application for bankruptcy on behalf of the Company; (16) to prepare plans of the Company with respect to the material external i n v e s t m e n t s, m a t e r i a l a s s e t s acquisition and disposal, material guarantees and material connected transactions;	(10) (11) (12) (13) (14) (15) (16)	to appoint or remove the General Manager, the Chief Compliance Officer, the Chief Risk Officer and the Secretary of the Board nominated by the Chairman of the Board of Directors and decide the remunerations and rewards and punishments thereof; to appoint or remove the Chief Financial Officer, Chief Information Officer members of the Executive Committee and other senior management members nominated by the Chairman of the Board of Directors or the General Manager, and decide the remunerations and rewards and punishments thereof; to decide on the establishment of the internal management organizations of the Company; to determine the composition of special committees under the Board, and the chairman (convener) of each special committee; to establish a basic management system of the Company; to prepare plans to amend these Articles of Association; to file an application for bankruptcy on behalf of the Company; to prepare plans of the Company with respect to the material external investments, material assets acquisition and disposal, material guarantees and material connected transactions;

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

APPENDIX I

Articles before Amendments	Articles after Amendments	Reasons for the Amendments
(17) to consider and approve the external investment matters that do not require approval by the general meeting as prescribed in these Articles of Association; (18) to consider and approve the assets acquisition and disposal matters that do not require approval by the general meeting as prescribed in these Articles of Association; (19) to consider and approve the connected transactions that should be considered and approved by the Board of Directors pursuant to laws, regulations and the listing rules of the place where the Company shares are listed; (20) to consider and approve the external donations by the Company which accumulatively do not exceed RMB twenty five million (25,000,000) (inclusive) in one financial year; (21) to decide on the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, trust management and other matters within the scope of authorization by a general meeting; (22) to decide on mergers, divisions, establishments or revocations of domestic branches; (23) to manage the disclosure of information by the Company;	(17) to consider and approve the external investment matters that do not require approval by the general meeting as prescribed in these Articles of Association; (18) to consider and approve the assets acquisition and disposal matters that do not require approval by the general meeting as prescribed in these Articles of Association; (19) to consider and approve the connected transactions that should be considered and approved by the Board of Directors pursuant to laws, regulations and the listing rules of the place where the Company shares are listed; (20) to consider and approve the external donations by the Company which accumulatively do not exceed RMB twenty five million (25,000,000) (inclusive) in one financial year; (21) to decide on the Company’s external investments, acquisition and disposal of assets, pledge of assets, external guarantees, trust management and other matters within the scope of authorization by a general meeting; (22) to decide on mergers, divisions, establishments or revocations of domestic branches; (23) to manage the disclosure of information 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 before Amendments	Articles after Amendments	Reasons for the Amendments
(24) to propose to the general meeting with respect to the engagement or replacement of the audit firm of the Company; (25) to receive the work report of the General Manager of the Company and examine such work; (26) to exercise any other duties and powers specified in relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed or these Articles of Association. For the above matters of duties and powers exercised by the Board of Directors which is beyond the scope of authorization of the shareholders’ general meeting or any transaction or arrangement of the Company which shall be considered and approved by a general meeting according to the listing rules of the places where the shares of the Company are listed, shall be submitted to the general meeting for consideration and approval. The Board of Directors shall define the limits of authority of external investment, acquisition and disposal of assets and connected transaction, and set up a stringent investigation and decision making procedure. Specialists and professionals should be organized to assess the material external investment and seek shareholders’ approval in a general meeting.	(24) to propose to the general meeting with respect to the engagement or replacement of the audit firm of the Company; (25) to receive the work report of the General Manager of the Company and examine such work; (26) to exercise any other duties and powers specified in relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed or these Articles of Association. For the above matters of duties and powers exercised by the Board of Directors which is beyond the scope of authorization of the shareholders’ general meeting or any transaction or arrangement of the Company which shall be considered and approved by a general meeting according to the listing rules of the places where the shares of the Company are listed, shall be submitted to the general meeting for consideration and approval. The Board of Directors shall define the limits of authority of external investment, acquisition and disposal of assets and connected transaction, and set up a stringent investigation and decision making procedure. Specialists and professionals should be organized to assess the material external investment and seek shareholders’ approval in a general meeting.

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

APPENDIX II

Articles before Amendments

Article 1 In order to regulate the 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 f o r 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 (《上市 公司股東大會規則》) (the “Rules for General Meeting”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and the Articles of Association of CSC Financial Co., Ltd. (the “Articles of Association”).

Articles after Amendments

Article 1 In order to regulate the 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 f o r Governance of Securities Companies(《證券公司治理準則》), the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies(《國務院關於調整適用在 境外上市公司召開股東大會通知期限等事項 規定的批覆》 ), 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 (《上市公司股東大會規則》) (the “Rules for General Meeting”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stock on the Shanghai Stock Exchange (hereinafter together with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively referred to as the “Listing Rules of the Place where the Company’s Shares are Listed”) and the Articles of Association of CSC Financial Co., Ltd. (the “Articles of Association”).

Reasons for the Amendments Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)

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

APPENDIX II

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
Article 12Where a general meeting is convened by the Company, it shall issue a written notice forty-five (45) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting. Shareholders who intend to attend the general meeting shall deliver their written replies to the Company twenty (20) days prior to the convening of the meeting. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.		Article 12Where anannual general meeting is convened by the Company, it shall issue a written noticetwenty (20) days prior to the convening of the meeting; where an extraordinary general meeting is convened by the Company, it shall issue a written notice fifteen (15) days prior to the convening of the meeting to notify all the registered shareholders of the matters proposed to be considered as well as the date and venue of the meeting. When calculating the time limit of the notice, the date of the meeting convened shall be excluded.	Amended pursuant to Article 102 of the Company Law (2018 Revision) and the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)
Article 13The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received twenty (20) days prior to the convening of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half (1/2) or more of the total number of the Company’s voting shares, the Company shall convene the general meeting. If not, the Company shall within five (5) days notify the shareholders again by publishing an announcement stating the matters to be considered as well as the date and venue of the meeting. Upon notification by the announcement, the Company is entitled to convene the general meeting. An extraordinary general meeting shall not resolve on matters, which are not specified in the notice.		Article 13 Where the laws, regulations and requirements of Securities Regulatory Authority in the place where the Company’s shares are listed and the stock exchange on the written replies of the shareholders attending the shareholders’ general meeting, such provisions shall prevail.	The paragraph 1 was amended pursuant to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97) (《國務院關於調 整適用在境外上市公司召開 股東大會通知期限等事項規 定的批覆》(國函[2019] 97號)); Paragraph 2 was deleted because the meaning thereof overlaps with other terms

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

APPENDIX II

Articles before Amendments	Articles after Amendments	Reasons for the Amendments
Article 15Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association. For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council forty- five (45) to fifty (50) days prior to the convening of the meeting. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting. The notices, materials or written announcement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners, forty-five (45) days prior to the convening of said meeting: (1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares; (2) announced at the websites designated by the Securities Regulatory Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules; (3) other manners required by the stock exchange of the place where securities of the Company are listed and listing rules.	Article 15Unless the Articles of Association otherwise requires, the notice of a general meeting shall be sent to shareholders and announced in accordance with the relevant requirements in Chapter 12 of the Articles of Association. For holders of Domestic Shares, the notice of the general meeting may also be given by way of announcement. The announcement referred to in the preceding paragraph shall be published in one or more newspapers designated by the Securities Regulatory Authorities of the State Council. Once such an announcement is made, all holders of the Domestic Shares shall be deemed to have received the relevant notice of the general meeting. The notices, materials or written announcement of the general meeting should be delivered to the shareholders of overseas listed foreign shares in any of the following manners: (1) to be delivered to every holder of overseas listed foreign shares by person or by mail to the registered addresses of such holder of overseas listed foreign shares; (2) announced at the websites designated by the Securities Regulatory Authorities or the stock exchange of the place where securities of the Company are listed in accordance with relevant laws, administrative regulations and listing rules; (3) other manners required by the stock exchange of the place where securities of the Company are listed and listing rules.	Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《國 務院關於調整適用在境外上市 公司召開股東大會通知期限等 事項規定的批覆》(國函[2019] 97號))

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

APPENDIX II

Articles before Amendments		Articles after Amendments	Reasons for the Amendments
Article 55Where 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 55Where 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 on the date on when the relevant resolution is approved at the general meeting.	Amended as Article 124 of the Securities Law of the People’s Republic of China (2019 Revision) in line with the Articles of Association
Article 63When the Company is to convene a shareholders’ class meeting, it shall issue a written notice forty-five (45) days prior to the date of such meeting informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. Shareholders who intend to attend the meeting shall deliver their written replies to the Company of their attendance twenty (20) days prior to the date of the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held. In the event that the number of the voting shares represented by the shareholders intending to attend the meeting is one half (1/2) or more of the total number of voting shares of that class, the Company may convene a shareholders’ class meeting. Otherwise, the Company shall within five (5) days notify the shareholders once again, by way of public announcement, of the matters to be considered at the meeting and the date and place of the meeting. Upon notification by public announcement, the Company may then proceed to convene the shareholders’ class meeting. If there are any special requirements by the listing rules of the place where the Company’s shares are listed, such requirements shall prevail.		Article 63When the Company is to convene a shareholders’ class meeting, it shall issue a written noticein accordance with the provisions of Article 77 of the Articles of Association informing all the shareholders who are registered as holders of that class in the register of shareholders of the matters to be considered at the meeting as well as the date and place of the meeting. Where the laws, regulations and requirements of Securities Regulatory Authority in the place where the Company’s shares are listed and the stock exchange on the written replies of the shareholders attending the general meeting, such provisions shall prevail.	Amended in accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《國 務院關於調整適用在境外上市 公司召開股東大會通知期限等 事項規定的批覆》(國函[2019] 97號))

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NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 6066)

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 9:30 a.m. Friday, March 19, 2021 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 February 1, 2021.

SPECIAL RESOLUTIONS

To consider and approve:

• (I) the resolution on the change of registered capital of the Company;

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

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

Beijing, the PRC February 1, 2021

As at the date of this notice, the executive Directors of the Company are Mr. WANG Changqing and Mr. LI Geping; the non-executive Directors of the Company are Mr. YU Zhongfu, Mr. WANG Xiaolin, Ms. ZHANG Qin, Ms. ZHU Jia, Mr. WANG Hao; 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.

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NOTICE OF THE 2021 FIRST 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 Wednesday, February 17, 2021 to Friday, March 19, 2021 (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), on or before 4:30 p.m. on Tuesday, February 16, 2021 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 Thursday, March 18, 2021) 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 on or before Saturday, February 27, 2021.

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NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

4. VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the resolution to be proposed at the EGM will be voted by poll. Results of the poll voting will be posted on the website of the Company at www.csc108.com and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

5. MISCELLANEOUS

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

• (2) The address of Computershare Hong Kong Investor Services Limited:

Shops 1712–1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For lodging share transfer documents) 17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong (For lodging proxy form and reply slip)

Tel: +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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