CSC Financial Co., Ltd. — Proxy Solicitation & Information Statement 2022

Nov 2, 2022

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 AND

(2) NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 5 of this circular. Please refer to pages 61 to 63 of this circular for the notice convening the EGM.

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 EGM.

For H Shareholders, the proxy form and any authorization instruments should be returned to Computershare Hong Kong Investor Services Limited 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 EGM (i.e. before 2:00 p.m. on Monday, November 21, 2022). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

November 3, 2022

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY
	GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	4
5.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – COMPARISON TABLE ON THE AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION OF CSC
	FINANCIAL CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II – COMPARISON TABLE ON THE AMENDMENTS TO
	THE RULES OF PROCEDURES FOR
	SHAREHOLDERS’ GENERAL MEETINGS OF CSC
	FINANCIAL CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . .	53
**NOTICE **	OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING. .	61

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, October 28, 2022

• “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 “2022 Second the 2022 second extraordinary general meeting or any Extraordinary General adjournment thereof of the Company to be held at 2:00 Meeting” p.m. on Tuesday, November 22, 2022 at Multifunction Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC

• “H Share(s)”

• overseas listed foreign invested ordinary shares of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in HK dollars

• “H Shareholders” holders of H Shares

• “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

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 Director(s)” or “Independent Company Director(s)”

• “Non-executive Director(s)” non-executive director(s) of the Company

• “PRC” or “China” 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 Shareholders’ General meetings of the 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

– 2 –

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) Ms. Zhu Jia (Non-executive Director) Ms. Zhang Wei (Non-executive Director) Mr. Yang Dong (Non-executive Director) Ms. Wang Hua (Non-executive Director) Mr. Po Wai Kwong (Independent Non-executive Director) Mr. Lai Guanrong (Independent Non-executive Director) Mr. Zhou Chengyue (Independent Non-executive Director) Mr. Zhang Zheng (Independent Non-executive Director) Mr. Wu Xi (Independent Non-executive Director)

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

Principal place of business in the PRC: No. 188 Chaonei Avenue Dongcheng District Beijing, the PRC

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

Dear Sir/Madam,

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

(2) NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated October 28, 2022 in relation to the proposed amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings. On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:00 p.m. on Tuesday, November 22, 2022 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC.

2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

Resolutions will be proposed at the EGM to approve the resolution on amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings.

– 3 –

LETTER FROM THE BOARD

The above resolution is 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 above resolution to enable you to vote for or against the proposed resolution at the EGM under fully informed condition.

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

In order to further improve the corporate governance, the Company proposes to make according amendments to the Articles of Association and Rules of Procedures for Shareholders’ General Meetings, in accordance with the regulatory rules recently issued by the CSRC, the Securities Association of China, the Shanghai Stock Exchange and other regulatory authorities, while taking into consideration of the actual situations 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 of this circular. The above resolution has been approved by the Directors at the Board Meeting, and it is hereby proposed at the EGM for approval by the Shareholders to amend the Articles of Association and Rules of Procedures for Shareholders’ General Meetings. The Board is authorized to further delegate the operating management of the Company to handle the filing procedures of the Articles of Association and the Rules of Procedures for Shareholders’ General Meetings. 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 to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or fraudulent, and there are no other facts the omission of which would make any information contained in this circular or other matters misleading.

4. EXTRAORDINARY GENERAL MEETING

The 2022 Second Extraordinary General Meeting will be held at 2:00 p.m. Tuesday, November 22, 2022 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 61 to 63 of this circular.

– 4 –

LETTER FROM THE BOARD

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, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting if you so wish.

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 Thursday, November 17, 2022 to Tuesday, November 22, 2022 (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 at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on Wednesday, November 16, 2022. 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 the resolution proposed above is in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolution to be submitted at the 2022 Second Extraordinary General Meeting.

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

Beijing, the PRC November 3, 2022

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 1	In order to safeguard the Article 1 In order to safeguard the			To supplement
	legitimate interests of CSC legitimate interests of CSC				the basis for
	Financial	Co., Ltd. (hereinafter Financial Co., Ltd. (hereinafter			formulation
	referred to as the “Company”), its referred to as the “Company”), its
	shareholders and creditors, and shareholders and creditors, and
	regulate the organization and regulate the organization and
	conduct of the Company, these conduct of the Company, these
	Articles of Association are		hereby Articles of Association are hereby
	formulated in accordance with the formulated in accordance with the
	Company	Law of the People’s Company Law of the People’s
	Republic	of China (hereinafter Republic of China (hereinafter
	referred to as the “Company Law”), referred to as the “Company Law”),
	the Securities Law of the People’s the Securities Law of the People’s
	Republic	of China (hereinafter Republic of China (hereinafter
	referred to as the “Securities referred to as the “Securities
	Law”), the Regulations on		Law”), the Regulations on
	Supervision and Management of Supervision and Management of
	Securities Companies, the		Rules on Securities Companies, **the **	Rules on
	Governance of Securities		Governance of Securities
	Companies, the Special Regulations Companies, Code of Corporate
	of the State Council on the Governance for Listed Companies,
	Overseas	Share Offering and the Special Regulations of		the State
	Listing of Joint Stock Limited Council on the Overseas Share
	Companies, the Guidelines		on Offering and Listing of Joint Stock
	Articles of Association of Listed Limited Companies, the Guidelines
	Companies, the Reply of the State on Articles of Association			of Listed
	Council on the Adjustment of the Companies, the Reply of the State
	Notice Period of the General Council on the Adjustment of the
	Meeting and Other Matters Notice Period of the General
	Applicable to the Overseas Listed Meeting and Other Matters
	Companies, the Mandatory Applicable to the Overseas Listed
	Provisions of Articles of		Companies, the Mandatory
	Association of Companies		Listing Provisions of Articles of
	Overseas,	the Opinion Letter on the Association of Companies		Listing
	Supplementation and Amendment Overseas, the Opinion Letter on the
	of Articles of Association of Supplementation and Amendment
	Companies Listing in Hong Kong, of Articles of Association of
	the Rules	Governing the Listing of Companies Listing in Hong Kong,
	Securities on The Stock Exchange the Rules Governing the Listing of
	of Hong Kong Limited, the Rules Securities on The Stock Exchange
	Governing the Listing of Stock on of Hong Kong Limited, the Rules
	the Shanghai Stock Exchange Governing the Listing of Stock on
	(hereinafter together with the Rules the Shanghai Stock Exchange
	Governing the Listing of Securities (hereinafter together with the Rules
	on The Stock Exchange of		Hong Governing the Listing of Securities
	Kong Limited collectively		referred on The Stock Exchange of Hong
	to as the “Listing Rules of		the Kong Limited collectively	referred
	Place where the Company’s Shares to as the “Listing Rules of the
	are Listed”) and other laws, Place where the Company’s Shares
	administrative regulations,		are Listed”) and other laws,
	departmental rules, normative administrative regulations,
	documents and requirements of the departmental rules, normative
	relevant regulatory authorities. documents and requirements of the
			relevant regulatory authorities.

– 6 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	**Article **	12 The operational Article 12 The operational			Added the
	objective of the Company is to objective of the Company is to				relevant
	leverage on its financial		strengths ~~leverage on its financial strengths~~		contents in the
	and talents to create sound benefits ~~and talents to create sound benefits~~				Articles of
	for all the shareholders, to serve ~~for all the shareholders~~actively				Association in
	the real	economy and national fulfill its social responsibilities,			accordance
	strategy	based on finance business effectively protect the legitimate			with the
	as the direction and to create a interests of investors, reasonably				requirements of
	corporate culture of “compliance, balance the interests of				the CSRC and
	honesty, professionalism		and stakeholders, and consciously pay		the Securities
	robustness” as the aim, so that the taxes in accordance with the law				Association of
	Company continues to grow and and in good faith, by serving the				China on the
	expand,	and becomes a large real economy and national strategy			practice
	integrated international and based on finance business as the				evaluation of
	modernized financial and securities direction, ~~create~~practicing the				cultural
	enterprise, in accordance with the laws and regulations of the State ~~corporate culture~~industrial culture of “compliance, honesty,				construction of securities
	and the	financial and securities professionalism and robustness” as			companies
	policies.		the ~~aim~~guarantee, ~~so that the~~ ~~Company continues to grow and~~
			~~expand~~insisting on the steady and sustainable development so that
			the Company maintains a high-
			quality development, and becomes
			a large integrated international and
			modernized ~~financial and~~securities
			enterprise, in accordance with the
			laws and regulations of the State
			and the financial and securities
			policies and adhering to the
			development concept of
			**“innovation, coordination, **	green,
			openness and sharing”.
			In the process of operation, the
			Company insists on customer-
			**centric, pragmatic, simple **	and
			efficient style, consciously and
			honestly pays taxes in accordance
			with the law, actively fulfills its
			social responsibility, protects the
			legitimate rights and interests of
			investors and reasonably balances
			the interests of stakeholders.

– 7 –

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

APPENDIX I

							Basis of
		Articles before Amendments			Articles after Amendments
							Amendments
		Article 13 As approved by the		Article 13 As approved by the			Expand
		relevant regulatory authorities and		relevant regulatory authorities and			business scope
		approved and registered, the		approved and		registered, the	in accordance
		business scope of the Company		business scope of the Company			with the Reply
		includes:		includes:			on Approving
		(1) securities brokerage;		(1)securities brokerage;			the
		(2) securities investment		(2) securities		investment	Qualification
		consultation;		consultation;			of Market
		(3) financial advisory business		(3) financial advisory business			Making and
		relating to securities trading and		relating to securities trading and			Trading of
		securities investment;		securities investment;			Listed
		(4) securities underwriting and		(4) securities		underwriting and	Securities of
		sponsorship;		sponsorship;			CSC Financial
		(5) securities proprietary trading;		(5) securities		proprietary trading;	Co., Ltd.
		(6) securities asset management;		(6) securities		asset management;	(Zheng Jian Xu
		(7) proxy sale of securities		(7) proxy sale of securities			Ke [2022] No.
		investment fund;		investment fund;			2171)《(關於核
		(8) provision of futures		(8) provision		of futures	准中信建投証
		intermediary services for futures		intermediary services for futures			券股份有限公
		companies;		companies;			司上市證券做
		(9) margin financing and securities		(9) margin financing and securities			市交易業務資
		lending;		lending;			格的批覆》(證
		(10) proxy sale of financial		(10) proxy sale of financial			監許可
		products;		products;			[2022]2171號))
		(11) stock options market making;		(11) stock options market making;			from the CSRC
		(12) securities investment fund		(12) securities investment fund
		custodian;		custodian;
		(13) sale of precious metal		(13) sale of precious metal
		products;		products;
		(14) other businesses as approved		(14) market making and trading
		by relevant regulatory	authorities.	**of **	listed securities;
				(1~~4~~5) other businesses as approved by relevant regulatory authorities.

– 8 –

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

APPENDIX I

						Basis of
		Articles before Amendments		Articles after Amendments
						Amendments
		Article 20 The total number of		Article 20 The total number of		Amended in
		shares of the Company is		shares of the Company is		accordance
		7,756,694,797 shares. The share		7,756,694,797 shares. The share		with Article 3
		capital is comprised of		capital is comprised of		of the
		7,756,694,797 ordinary shares,		7,756,694,797 ordinary shares,		Guidelines on
		including 6,495,671,035 shares held		including 6,495,671,035 shares held		Articles of
		by holders of Domestic Shares and		by holders of ~~Domestic~~		Association of
		1,261,023,762 shares held by holders of overseas listed foreign		~~Shares~~ordinary shares in RMB (A Shares) and 1,261,023,762 shares		Listed Companies
		shares.		held by holders of overseas listed
				foreign shares (H Shares).
				The Company was listed on the
				main board of the Hong Kong
				Stock Exchange on December 9,
				2016, and the overseas listed
				foreign shares (H shares) after
				the initial public offering were
				1,261,023,762.
				The Company was approved by
				the CSRC for the initial public
				offering of 400,000,000 ordinary
				**shares in RMB **	(A Shares) on
				May 18, 2018 and the listing on
				the Main Board of the Shanghai
				Stock Exchange on June 20, 2018.
				The Company was approved by
				the CSRC for the non-public
				offering of 110,309,559 ordinary
				**shares in RMB **	(A Shares) on
				February 28, 2020 and completed
				the share registration in the
				Shanghai branch of China
				Securities Depository and
				Clearing Co., Ltd. on December
				28, 2020.

– 9 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 27 Under the following Article 27 In principle, the				Amended in
	circumstances, the Company may, Company~~after being approved~~				accordance
	after	being approved according to ~~according to the procedures~~			with Article 24
	the procedures provided in the ~~provided in the laws, regulations~~				of the
	laws, regulations and these Articles ~~and these Articles of Association~~				Guidelines on
	of Association and obtaining the ~~and obtaining the approval from~~				Articles of
	approval from relevant national ~~relevant national competent~~				Association of
	competent authorities,		buy back its ~~authorities, buy back its~~		Listed
	outstanding shares in accordance ~~outstanding shares in accordance~~				Companies
	with statutory procedures: (1) reducing the Company’s ~~with statutory procedures:~~ shall not repurchase its shares unless in
	registered capital;		the following circumstances:
	(2) merging with companies which (1) reducing the Company’s
	hold	shares in the Company; registered capital;
	(3) utilizing shares for employee (2) merging with companies which
	stock ownership plan or share hold shares in the Company;
	incentive scheme;		(3) utilizing shares for employee
	(4) acquiring shares held by stock ownership plan or share
	shareholders, who vote against any incentive scheme;
	resolution proposed in any (4) acquiring shares held by
	shareholders’ general meeting on shareholders, who vote against			any
	the merger or division of the resolution proposed in any
	Company, upon their request; shareholders’ general meeting on
	(5) utilizing shares for conversion the merger or division of the
	of corporate bonds issued by the Company, upon their request;
	Company which are convertible (5) utilizing shares for conversion
	into shares;		of corporate bonds issued by the
	(6) where it is necessary to Company which are convertible
	maintain the Company’s value and into shares;
	shareholders’ interests; (6) where it is necessary to
	(7) other circumstances permitted maintain the Company’s value and
	by the law, administrative shareholders’ interests;
	regulations, departmental rules, (7) other circumstances permitted
	normative documents,		the listing by the law, administrative
	rules	of the places where the shares regulations, departmental rules,
	of the Company are listed and other normative documents, the listing
	relevant regulations.		rules of the places where the shares
	The Company shall not acquire the of the Company are listed and			other
	Company’s shares except under the relevant regulations.
	aforesaid circumstances. ~~The Company shall not acquire the~~
			~~Company’s shares except under the~~
			~~aforesaid circumstances.~~

– 10 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 38 If the Company’s Article 38 If the Company’s Amended in Directors, Supervisors, senior Directors, Supervisors, senior accordance management, and shareholders management, and shareholders with Article 44 holding five per cent (5%) or more holding five per cent (5%) or more of Securities of the shares of the Company sell of the shares of the Company sell Law and shares within six (6) months after shares or other securities with an Article 30 of buying the same or buy shares equity nature within six (6) the Guidelines within six (6) months after selling months after buying the same or on Articles of the same, the earnings arising buy shares within six (6) months Association of therefrom shall be attributed to the after selling the same, the earnings Listed Company and the Board shall claim arising therefrom shall be attributed Companies back the said earnings. However, to the Company and the Board the six-month restriction shall not shall claim back the said earnings. be applicable to any sale of shares However, the six month restriction by an underwriter holding five per shall not be applicable to any sale cent (5%) or more of the of shares by an underwriter holding Company’s shares as a result of its five per cent (5%) or more of the underwriting of the untaken shares. Company’s shares as a result of its If the Company’s Board does not underwriting of the untaken shares comply with the provision of and other circumstances preceding paragraph, the stipulated by the CSRC. shareholders can request the Board Shares or other securities with an to do so within thirty (30) days. If equity nature held by Directors, the Board fails to enforce such Supervisors, senior management right within the said period, the members and natural person shareholders are entitled to file a shareholders referred to in the lawsuit with a people’s court in preceding paragraph include their own names for the interests of shares or other securities with an the Company. equity nature held by their If the Company’s Board fails to spouses, parents, children and comply with the first paragraph of under accounts of other persons. this Article, the accountable If the Company’s Board does not Directors shall assume joint and comply with the provision of ~~the~~ several liabilities in accordance ~~preceding paragraph~~ the first with laws. paragraph of this Article , the shareholders can request the Board to do so within thirty (30) days. If the Board fails to enforce such right within the said period, the shareholders are entitled to file a lawsuit with a people’s court in their own names for the interests of the Company. If the Company’s Board fails to comply with the first paragraph of this Article , the accountable Directors shall assume joint and several liabilities in accordance with laws.

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

APPENDIX I

					Basis of
	Articles before Amendments		Articles after Amendments
					Amendments
	Article 57 The ordinary		Article 57 The ordinary		Amended in
	shareholders of the Company shall shareholders of the Company shall				accordance
	enjoy the following rights:		enjoy the following rights:		with Article 27
	��		��		of Provisions
	The Company shall not exercise		The Company shall not exercise		on the
	any rights to freeze or otherwise		any rights to freeze or otherwise		Administration
	prejudice any rights attached to the prejudice any rights attached to the				of Equity of
	shares held by any person who		shares held by any	person who	Securities
	directly or indirectly has interest in directly or indirectly has interest in				Companies
	the Company solely for the reason the Company solely for the reason
	that such person fails to disclose to that such person fails to disclose to
	the Company any such interests.		the Company any such interests.
	Any shareholder who should have		Any shareholder who should have
	but failed to seek approval from or but failed to seek ~~approval~~
	fails to file with the regulatory		permission from or fails to file
	authorities, or who has not		with the regulatory authorities, or
	completed the rectification, shall		who has not completed the
	not exercise such	rights as the right rectification, shall		not exercise such
	to request the convening of a		rights as the right to request the
	general meeting,	voting right, right convening of a general meeting,
	of nomination, right of making		voting right, right of nomination,
	motions and right of disposition.		right of making motions and right
	Any shareholder who has made		of disposition. Any shareholder
	false statements,	abused his/her	who has made false statements,
	rights as a shareholder or acted in		a abused his/her rights as a
	manner which is	detrimental to the shareholder or acted in a manner
	interests of the Company shall not which is detrimental to the interests
	exercise such rights as the right to of the Company shall not exercise
	request the convening of a general such rights as the right to request
	meeting, voting right, right of		the convening of a	general meeting,
	nomination, right	of making	voting right, right of nomination,
	motions and right of disposition.		right of making motions and right
			of disposition.

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

APPENDIX I

						Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 62 The ordinary		Article 62 The ordinary		Amended in
	shareholders of the Company shall shareholders of the Company shall				accordance
	have the following obligations: have the following obligations:				with Article 6,
	��		��		Article 7 and
	(8) Shareholding periods of the (8) Where a shareholder of the				Article 24 of
	Company’s shareholders shall Company acquires less than 5%				Provisions on
	comply with the laws,		of the shares of the Company		the
	administrative regulations and through trading on a stock				Administration
	relevant requirements of the CSRC exchange or share transfer system				of Equity of
	on the shareholders of securities or by means other than				Securities
	companies. Shareholders shall not subscription for publicly issued				Companies
	pledge their equity interests in the shares of the Company, he/she
	Company during the lockup period. shall meet the qualification
	Upon the expiration of the lock-up **requirements prescribed **			by the
	period, the proportion of equity CSRC and cooperate with the
	interest in	the Company pledged by Company in filing a record with
	a shareholder shall not exceed 50% the dispatch office of the CSRC
	of his/her	equity interest in	the at his/her place of residence.
	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.

– 13 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	(9) to fulfill other obligations as stipulated by laws, administrative (~~8~~9) Shareholding periods of the Company’s shareholders shall
	regulations and these Articles of comply with the laws,
	Association.		administrative regulations and
	Shareholders shall not be liable for relevant requirements of the CSRC
	further contribution to share capital on the shareholders of securities
	other than the conditions agreed to companies. The shareholding
	as a subscriber of the shares at the period may be calculated in
	time of subscription.		continuance if shareholders
			acquire equity in another
			securities company by way of
			share swap, etc. 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. If
			the major assets of a shareholder
			are equities in securities
			companies, the controlling
			shareholders and 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. (~~9~~10) 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.

– 14 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	**Article **	73 Shareholder(s) severally Article 73 Shareholder(s) severally			Amended in
	or jointly holding ten per cent or jointly holding ten per cent				accordance
	(10%) or more of the shares of the (10%) or more of the shares			of the	with Article 50
	Company shall be entitled to Company shall be entitled to				of the
	request	the Board to convene an request the Board to convene an			Guidelines on
	extraordinary general meeting or extraordinary general meeting or				Articles of
	class meeting, and shall		put class meeting, and shall put		Association of
	forward such request to the Board forward such request to the Board				Listed
	in writing. The Board shall, in writing. The Board shall,				Companies,
	pursuant to laws, administrative pursuant to laws, administrative				Rule 4.2.2 of
	regulations and these Articles of regulations and these Articles of				the Rules
	Association, inform in writing Association, inform in writing				Governing the
	whether it agrees or disagrees to whether it agrees or disagrees to				Listing of
	convene the extraordinary general convene the extraordinary general				Stock on the
	meeting or class meeting within ten meeting or class meeting within ten				Shanghai Stock
	(10) days upon receipt of the (10) days upon receipt of the				Exchange
	proposal.		proposal.
	If the Board agrees to convene the If the Board agrees to convene the
	extraordinary general meeting or extraordinary general meeting or
	class meeting, it shall serve a class meeting, it shall serve			a
	notice of such meeting within five notice of such meeting within five
	(5) days after the resolution is (5) days after the resolution			is
	made by the Board. In the event of made by the Board. In the event of
	any change to the original proposal any change to the original proposal
	set forth in the notice, the consent set forth in the notice, the consent
	of relevant shareholder(s) shall be of relevant shareholder(s) shall be
	obtained.		obtained.
	If the Board does not agree to hold If the Board does not agree to hold
	the extraordinary general meeting the extraordinary general meeting
	or class meeting or fails		to respond or class meeting or fails to respond
	within ten (10) days upon receipt within ten (10) days upon receipt
	of the proposal, shareholder(s) of the proposal, shareholder(s)
	severally or jointly holding ten per severally or jointly holding ten per
	cent (10%) or more of the shares of cent (10%) or more of the shares of
	the Company shall be entitled to the Company shall be entitled to
	propose to the Supervisory propose to the Supervisory
	Committee to convene an Committee to convene an
	extraordinary general meeting or a extraordinary general meeting or a
	class meeting, and shall		put class meeting, and shall put
	forward such request to the forward such request to the
	Supervisory Committee in writing. Supervisory Committee in writing.
	If the Supervisory Committee If the Supervisory Committee
	agrees to convene the extraordinary agrees to convene the extraordinary
	general	meeting or class	meeting, it general meeting or class meeting, it
	shall serve a notice of such meeting shall serve a notice of such meeting
	within five (5) days upon receipt of within five (5) days upon receipt of
	the said request. In the event of the said request. In the event of
	any change to the original proposal any change to the original proposal
	set forth in the notice, the consent set forth in the notice, the consent
	of relevant shareholder(s) shall be of relevant shareholder(s) shall be
	obtained.		obtained.

– 15 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments In the case of failure to issue the In the case of failure to issue the notice of extraordinary general notice of extraordinary general meeting or class meeting within the meeting or class meeting within the prescribed period, the Supervisory prescribed period, the Supervisory Committee shall be deemed as Committee shall be deemed as failing to convene and preside over failing to convene and preside over the general meeting and the the general meeting and the shareholder(s) severally or jointly shareholder(s) severally or jointly holding ten per cent (10%) or more holding ten per cent (10%) or more shares of the Company for ninety shares of the Company for ninety (90) or more consecutive days may (90) or more consecutive days may convene and preside over such convene and preside over such meeting by itself/themselves. meeting by itself/themselves. The shareholding of the convening The shareholding of the convening shareholders shall be no less than shareholders shall be no less than ten per cent (10%) before a ten per cent (10%) before a resolution passed at the general resolution passed at the general meeting is announced. meeting is announced. The The convening shareholders shall convening shareholders shall submit the supporting documents to publish an announcement no later the local branch of the CSRC of than the issuance of notice of the the Company’s domicile and the shareholders’ general meeting and stock exchange upon the issuance undertake that their shareholding of the notice of the general meeting percentage shall not be less than and the announcement of the 10% during the period from the resolutions of the general meeting. date of proposing the convening of the shareholders’ general meeting to the convening date of the shareholders’ general meeting. The Supervisory Committee or the convening shareholders shall submit the supporting documents to the local branch of the CSRC of the Company’s domicile and the stock exchange upon the issuance of the notice of the general meeting and the announcement of the resolutions of the general meeting.

– 16 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 76 When a general meeting Article 76 When a general			meeting	Amended in
	is convened by the Company, the is convened by the Company, the				accordance
	Board, Supervisory Committee and Board, Supervisory Committee and				with Article
	shareholders who severally or shareholders who severally			or	2.1.4 of the
	jointly hold three per cent (3%) or jointly hold three per cent (3%) or				Guidelines of
	more of the shares of the		Company, more of the shares of the Company,		the Shanghai
	shall be entitled to make proposals shall be entitled to make proposals				Stock
	to the general meetings.		to the general meetings.		Exchange for
	Shareholders, who severally or Shareholders, who severally or				Self-discipline
	jointly hold 3% or more of the jointly hold 3% or more of			the	Supervision of
	shares of the Company, may submit shares of the Company, may submit				Listed
	ad hoc proposals in writing to the ad hoc proposals in writing to the				Companies No.
	convener ten (10) days before the convener ten (10) days before the				1 –
	convening of the general meeting. convening of the general meeting.				Standardized
	The convener shall issue a Where qualified shareholders				Operations
	supplemental notice of the general submit ad hoc proposals, his/her				(《上海證券交
	meeting within two (2) days upon shareholding percentage shall not				易所上市公司
	receipt of the proposals and be less than 3% during the				自律監管指引
	announce the contents of the ad hoc period from the issuance of the				第1號–規範運
	proposals.		notice of such ad hoc proposals to		作》)
	Except for circumstances		provided the announcement of the
	in the above paragraph, the resolutions of the meeting. Where
	convener, after issuing the notice of shareholders submit ad hoc
	the general meeting, shall		neither proposals, he/she shall provide
	modify the proposals stated in the the convener with documents
	notice of general meetings nor add **proving that he/she holds **			more
	new proposals.		than 3% of the shares of the
	The general meeting shall		not vote Company. Where shareholders
	or resolve on any proposals which jointly submit proposals by
	are not contained in a notice of the proxy, the entrusting shareholder
	general meeting or are not in shall issue an authority document
	compliance with Article 75 herein. in writing to the entrusted
			shareholder. The convener	shall
			issue a supplemental notice of the
			general meeting within two (2)
			days upon receipt of the proposals
			and announce the contents of the ad
			hoc proposals.
			Except for circumstances provided
			in the above paragraph, the
			convener, after issuing the notice of
			the general meeting, shall neither
			modify the proposals stated in the
			notice of general meetings	nor add
			new proposals.

– 17 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
			The general meeting shall not vote
			or resolve on any proposals which
			are not contained in	a notice of the
			general meeting or are not in
			compliance with Article75 herein.
	Article 79 Notice of a general		Article 79 Notice of a general		Amended in
	meeting shall satisfy the following meeting shall satisfy the following				accordance
	requirements:		requirements:		with Article 56
	��		��		of the
	(10) the name and telephone		(10) the name and telephone		Guidelines on
	number of the contact person for number of the contact person for				Articles of
	the meeting.		the meeting;		Association of
	The interval between the		(11) The time and procedures for		Listed
	shareholding record date of general **voting online or by **			other means.	Companies,
	meeting and the date of the meeting The interval between the				Rule 21 of the
	shall be in compliance with the		shareholding record	date of general	Rules for
	requirements of	relevant regulatory meeting and the date of the meeting			Shareholders’
	authorities of the place where		shall be in compliance with the		General
	securities of the Company are		requirements of relevant regulatory		Meetings of
	listed. The shareholding record date authorities of the place where				Listed
	shall not be changed once		securities of the Company are		Companies
	confirmed.		listed. The shareholding record date		(《上市公司股
	Any notice and	supplementary	shall not be changed once		東大會規則》)
	notice of general meetings shall		confirmed.
	sufficiently and	completely disclose Any notice and supplementary
	all the details of all proposals. If notice of general meetings shall
	any matter to be discussed requires sufficiently and completely disclose
	opinions of the	Independent	all the details of all	proposals. If
	Directors, the opinions and reasons any matter to be discussed requires
	of the Independent Directors shall opinions of the Independent
	be disclosed together with the		Directors, the opinions and reasons
	issuance of such notice.		of the Independent Directors shall
			be disclosed together with the
			issuance of such notice.

– 18 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 82 Where the election of Article 82 Where the			election of	Amended in
	Directors and	Supervisors are	Directors and Supervisors are		accordance
	proposed to be discussed at a		proposed to be discussed at a		with Article 57
	general meeting, the notice of the general meeting, the notice of the				of the
	general meeting shall sufficiently general meeting shall			sufficiently	Guidelines on
	disclose the detailed information disclose the detailed information				Articles of
	about the Director and Supervisor about the Director and Supervisor				Association of
	candidate(s) in accordance with candidate(s) in accordance with				Listed
	laws, regulations, listing rules of laws, regulations, listing rules of				Companies,
	the place where Shares of the		the place where Shares of the		Rule 17 of the
	Company are	listed and the	Company are listed and the		Rules for
	requirements of the Articles of		requirements of the Articles of		Shareholders’
	Association, including at least the Association, including at least the				General
	following contents:		following contents:		Meetings of
	(1) personal information including (1) personal information including				Listed
	education background, work		education background, work		Companies
	experience and part-time job;		experience and part-time job;		(《上市公司股
	(2) whether he/she is connected (2) whether he/she is connected				東大會規則》)
	with the Company or its controlling with the Company or			its controlling
	shareholders and de facto		shareholders and de facto
	controller;		controller;
	(3) his/her shareholding in the		(3) his/her shareholding in the
	Company;		Company;
	(4) whether he/she has received any (4) whether he/she has received any
	penalty from the Securities		penalty from the Securities
	Regulatory Authorities and other Regulatory Authorities and other
	relevant governmental authorities relevant governmental authorities
	and any penalty and warning from and any penalty and warning from
	the stock exchange.		the stock exchange.
	Election of every Director and		In addition to adopting the
	Supervisor candidate shall be		cumulative voting system to elect
	conducted by	separate resolution. Directors and Supervisors,
			election of every Director and
			Supervisor candidate shall be
			conducted by separate resolution.

– 19 –

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

APPENDIX I

							Basis of	Basis of
		Articles before Amendments		Articles after Amendments
							Amendments
		Article 86 Shareholders may attend		Article 86		Shareholders may attend	Amended in
		a general meeting in person or		a general meeting in person or			accordance
		appoint a proxy to attend	and vote	appoint a proxy to attend and vote			with Article 61
		on their behalf. Individual		on their behalf. Individual			of the
		shareholders attending a general		shareholders attending a general			Guidelines	on
		meeting in person shall produce		meeting in		person shall produce	Articles of
		their identity cards or other valid		their	identity cards or other valid		Association of
		proof or evidence of their		proof or evidence of their identities			Listed
		identities, in the case of attendance		**and stock **		account cards, in the	Companies
		by proxies, the proxies shall		case of attendance by proxies, the
		produce valid proof of their		proxies shall produce valid proof of
		identities and the proxy forms from		their	identities and the proxy forms
		shareholders.		from	shareholders.
		Where a shareholder is a	legal	Where a shareholder is a legal
		entity, its legal representative or a		entity, its legal representative or a
		proxy entrusted by such legal		proxy entrusted by such legal
		representative shall attend a general		representative shall attend a general
		meeting. In case of attendance by		meeting. In case of attendance by
		legal representatives, they shall		legal	representatives, they shall
		produce their identity cards and		produce their identity cards and
		valid proof of their capacities as		valid	proof of their capacities as
		legal representatives and,	in the	legal	representatives and, in the
		case of attendance by proxies of		case of attendance by proxies of
		such legal representatives, such		such	legal	representatives, such
		proxies shall produce their identity		proxies shall produce their identity
		cards and the letters of		cards and the letters of
		authorization duly issued	by such	authorization duly issued by such
		legal representatives.		legal	representatives.

– 20 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 105 The following		matters Article 105 The following	matters	Amended in
	shall be resolved by way of special shall be resolved by way of special				accordance
	resolutions at a general meeting: resolutions at a general meeting:				with Article 78
	(1) increase or reduction of the (1) increase or reduction of the				of the
	registered capital of the Company registered capital of the Company				Guidelines on
	and issue	of shares of any	class, and issue of shares of any	class,	Articles of
	stock warrants or other similar stock warrants or other similar				Association of
	securities;		securities;		Listed
	(2) issuance of corporate bonds; (2) issuance of corporate bonds;				Companies
	(3) division, merger, dissolution (3) division, spin-off, merger,
	and liquidation or change in the dissolution and liquidation			or
	form of the Company;		change in the form of the
	(4) external guarantees to be Company;
	provided	by the Company;	(4) external guarantees to be
	(5) purchase or disposal of major provided by the Company;
	assets of the Company within one (5) purchase or disposal of major
	year with	the transaction amount assets of the Company within one
	exceeding 15% of the latest audited year with the transaction amount
	total assets of the Company; exceeding 15% of the latest audited
	(6) amendments to the Articles of total assets of the Company;
	Association;		(6) amendments to the Articles of
	(7) share	incentive scheme; Association;
	(8) any other matters as required by (7) share incentive scheme;
	laws, administrative regulations, (8) any other matters as required by
	departmental rules, normative laws, administrative regulations,
	documents, listing rules of		the departmental rules, normative
	place where the shares of the documents, listing rules of the
	Company	are listed or the	Articles place where the shares of the
	of Association of the Company and Company are listed or the			Articles
	matters which, as resolved		by way of Association of the Company and
	of an ordinary resolution at a matters which, as resolved			by way
	general meeting, will have		a of an ordinary resolution at a
	material impact on the Company general meeting, will have			a
	and need	be approved by way of material impact on the Company
	special resolutions.		and need be approved by way of
			special resolutions.
	Article 106 Shareholders (including Article 106 Shareholders (including				Amended in
	proxies) shall exercise their voting proxies) shall exercise their voting				accordance
	rights according to the number of rights according to the number of				with Article 79
	voting shares they represent, with voting shares they represent, with				of the
	one vote for each share.		one vote for each share.		Guidelines on
					Articles of
					Association of
					Listed
					Companies

– 21 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Where a material matter affecting Where a material matter affecting
	the interests of small and medium the interests of small and medium
	investors is being considered at a investors is being considered at a
	general meeting, the votes cast by general meeting, the votes cast by
	small	and medium investors shall small and medium investors shall
	be counted separately,		and the be counted separately, and the
	counting results shall be publicly counting results shall be publicly
	disclosed in a timely manner. disclosed in a timely manner.
	Shares in the Company which are Shares in the Company which			are
	held by the Company do not carry held by the Company do not carry
	any voting rights, and		shall not be any voting rights, and shall not be
	counted in the total number of counted in the total number of
	voting shares represented by voting shares represented by
	shareholders present at a general shareholders present at a general
	meeting.		meeting.
	Subject to the applicable laws, If a shareholder buys voting
	administrative regulations, shares of the Company in
	departmental rules, normative violation of the provisions of
	documents or listing rules of the Article 63 (1) and (2) of the
	places where the shares of the Securities Law, such shares in
	Company are listed, the Board, excess of the prescribed
	Independent Directors		and proportion shall not be entitled to
	shareholders who meet the relevant exercise voting rights for a period
	requirements may solicit voting of thirty-six months after the
	rights from shareholders. purchase, and shall not be
	Information including the specific counted as part of the total
	voting preference shall be fully number of voting shares present
	provided to the shareholders for at the general meetings.
	whom voting rights are being Subject to the applicable laws,
	solicited. Consideration or de facto administrative regulations,
	consideration for soliciting departmental rules, normative
	shareholders’ voting rights is documents or listing rules of the
	prohibited. The Company shall not places where the shares of the
	impose any minimum shareholding Company are listed, the Board,
	limitation for soliciting voting Independent Directors ~~and~~
	rights.		~~shareholders who meet the relevant~~
			~~requirements~~, shareholders holding more than 1% of the total voting
			shares of the Company or
			investor protection institutions
			established in accordance with
			laws, administrative regulations
			or the provisions of the CSRC
			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. Save for the statutory
			conditions, the Company shall not
			impose any minimum shareholding
			limitation for soliciting voting
			rights.

– 22 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 112 The general meeting Article 112 Lists of candidates for				Amended in
	shall vote on all the proposed **Directors or Supervisors shall **			be	accordance
	resolutions separately; in the event put forward by way of proposal				with Article 17
	of several proposed resolutions for at the general meetings for				of the Code of
	the same issue, such		proposed voting. Where a single		Corporate
	resolutions shall be voted on in the shareholder and its persons				Governance for
	order of time at which they are acting in concert are interested in				Listed
	submitted. Unless the general 30% or more of the shares of the				Companies;
	meeting is adjourned		or no Company, the cumulative voting		Article 82 and
	resolution can be made for special system is required to elect more				Article 83 of
	reasons such as force majeure, than two Directors or				the Guidelines
	voting of such proposed resolutions Supervisors.				on Articles of
	shall neither be shelved nor refused **The cumulative voting system **			as	Association of
	at the general meeting. stated in the preceding paragraph				Listed
			refers to the voting for the		Companies;
			election of Directors or		Article 2.1.14,
			Supervisors at the general		Article 2.1.15
			meetings where each share is		and Article
			entitled to the same number of		2.1.16 of the
			votes which equals to the total		Guidelines of
			number of Directors or		the Shanghai
			Supervisors to be elected, and		Stock
			shareholders may consolidate		Exchange for
			their voting rights when casting a		Self-discipline
			vote. The Board of Directors shall		Supervision of
			announce the biographical details		Listed
			and basic information of the		Companies No.
			Directors and Supervisors		1 –
			candidates to the shareholders.		Standardized
			Where Directors are elected at		Operations
			the general meeting under the		(《上海證券交
			cumulative voting system, the		易所上市公司
			voting of the Independent		自律監管指引
			Directors and Non-independent		第1號–規範運
			Directors shall be carried out		作》)
			separately. The general meeting
			shall determine the elected
			Directors and Supervisors in a
			descending order of the number
			**of votes obtained according to **	the
			number of Directors and
			Supervisors to be elected.

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

APPENDIX I

								Basis of
	**Articles **		**before **	Amendments		Articles after Amendments
								Amendments
						Shareholders attending the
						general meeting shall have the
						same number of votes as the
						number of directors or
						supervisors to be elected under
						each proposal group for each
						share held in the proposal subject
						to the cumulative voting system.
						The number of votes held by
						shareholders can be cumulatively
						cast for one candidate or several
						candidates.
						Shareholders should vote within
						the number of votes for each
						proposal group. In the event that
						the number of votes cast by the
						shareholder exceeds the number
						of the votes he/she holds, or the
						shareholder casts votes in a
						**number exceeding the number **	of
						candidates in the competitive
						election, the vote on such
						resolution shall be deemed
						invalid.
						Shareholders with multiple
						shareholder accounts may vote
						online through any one of their
						accounts. The number of votes
						they are entitled to is calculated
						on the basis of the total shares of
						the same class under all of their
						shareholder accounts.
						In addition to the cumulative
						voting system, the general meeting
						shall vote on all the proposed
						resolutions separately; in the event
						of several proposed resolutions for
						the same issue, such proposed
						resolutions shall be voted on in	the
						order of time at which they are
						submitted. Unless the general
						meeting is adjourned or no
						resolution can be made for special
						reasons such as force majeure,
						voting of such proposed resolutions
						shall neither be shelved nor refused
						at the general meeting.

– 24 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 130 A Director of the Article 130 A Director of the				Amended in
	Company shall meet the following Company shall meet the following				accordance
	criteria:		criteria:		with Article 6
	(1) being of honesty, integrity and (1) being of honesty, integrity			and	of the
	good	behaviour;	good behaviour;		Measures for
	(2) being familiar with securities (2) being familiar with securities				the Supervision
	laws,	administrative regulations, and funds laws, administrative			and
	rules	and other normative regulations, rules and other			Administration
	documents and having		the operation normative documents and having		of Directors,
	and management ability necessary the management experience and				Supervisors,
	for performing the duties; the operation and management				Senior
	(3) meeting such years of work ability necessary for performing the				Management
	experience requirements in duties;				and
	securities, finance, economy, law (3) meeting such years of work				Practitioners of
	and accounting as provided for by the CSRC; experience requirements in securities, funds, finance, ~~economy,~~				Securities and Fund Operating
	(4) meeting such education requirements as provided for by the law, ~~and ~~accounting and information technology as				Institutions (《證券基金經
	CSRC;		provided for by the CSRC;		營機構董事、
	(5) other criteria as provided for by ~~(4) meeting such education~~				監事、高級管
	laws,	administrative regulations and ~~requirements as provided for by the~~			理人員及從業
	the provisions of these Articles of ~~CSRC;~~				人員監督管理
	Association.		(~~5~~4) other criteria as provided for by laws, administrative regulations		辦法》)
			and the provisions of these Articles
			of Association.
			The proposed chairman of the
			Company shall also meet the
			conditions for securities fund
			practitioners.
	Article 132 If the members of the Article 132 If the members of			the	Amended in
	Board of Directors fall below the Board of Directors fall below the				accordance
	minimum requirements stipulated in minimum requirements stipulated in				with Article
	the Articles of Association because the Articles of Association because				3.2.7 of
	no re-election is timely conducted no re-election is timely conducted				Guidelines of
	upon	expiry of the term of office of upon expiry of the term of office of			the Shanghai
	a Director, or due to the resignation a Director, or due to the resignation				Stock
	of a Director, the existing Director of a Director, the existing Director				Exchange for
	shall	continue to perform his/her shall continue to perform his/her			Self-discipline
	duties as a Director in		accordance duties as a Director in accordance		Supervision of
	with relevant regulations and the with relevant regulations and the				Listed
	provisions of these Articles of provisions of these Articles of				Companies No.
	Association until a newly elected Association until a newly elected				1 –
	Director takes office.		Director takes office.		Standardized
					Operations
					(《上海證券交
					易所上市公司
					自律監管指引
					第1號–規範運
					作》)

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments A Director may request to resign A Director may request to resign prior to the expiry of his/her term prior to the expiry of his/her term of office. If a Director resigns, such of office. If a Director resigns, such Director shall tender in writing a Director shall tender in writing a letter of resignation to the Board of letter of resignation to the Board of Directors, and the Board of Directors, and the Board of Directors shall disclose relevant Directors shall disclose relevant information within two (2) days. information within two (2) days. Excepted that the members of the Excepted that the members of the Board of Directors fall below the Board of Directors fall below the minimum statutory requirements minimum statutory requirements due to the resignation of a Director due to the resignation of a Director set out in this Article, the or the number of Independent resignation of a Director shall take Directors is less than one third of effect at the time when the letter of members of the Board of resignation has been served on the Directors or there are no Board of Directors, unless a later accounting professionals among effective date of resignation is Independent Directors as a result prescribed in the letter of of the resignation of any resignation. Independent Director set out in this Article, the resignation of a Director shall take effect at the time when the letter of resignation has been served on the Board of Directors, unless a later effective date of resignation is prescribed in the letter of resignation. Article 140 Unless otherwise Article 140 Unless otherwise Amended in required by the Articles of required by the Articles of accordance Association, the methods and Association, the methods and with Article 12 procedures to nominate Directors procedures to nominate Directors of the Rules are as follows: are as follows: for (1) the candidates for Directors (1) the candidates for Directors Independent may be nominated by the Board of may be nominated by the Board of Directors of Directors based on the number of Directors based on the number of Listed Directors to be elected subject to Directors to be elected subject to Companies the number specified by the the number specified by the Articles of Association; Articles of Association;

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (2) shareholder(s) individually or (2) shareholder(s) individually or jointly holding three per cent (3%) jointly holding three per cent (3%) or more of the shares of the or more of the shares of the Company may nominate the Company may nominate the candidates for Directors, but the candidates for Directors, but the number of persons nominated shall number of persons nominated shall comply with the provisions of the comply with the provisions of the Articles of Association and shall Articles of Association and shall not exceed the number of persons not exceed the number of persons to be elected; to be elected; (3) before the convening of general (3) before the convening of general meeting of the Company, meeting of the Company, candidates for Directors shall make candidates for Directors shall make written commitments stating their written commitments stating their acceptance of the nomination, acceptance of the nomination, confirming that the information of confirming that the information of candidates for Directors is true and candidates for Directors is true and complete, and undertaking to complete, and undertaking to faithfully perform the duties of faithfully perform the duties of Directors if elected; Directors if elected; (4) the written notices of the (4) the written notices of the intention to nominate a candidate intention to nominate a candidate for election as a Director and the for election as a Director and the acceptance of nomination by such acceptance of nomination by such candidate, shall be given to the candidate, shall be given to the Company no less than seven (7) Company no less than seven (7) days prior to the date of convening days prior to the date of convening the general meeting; the general meeting; (5) the period given by the (5) the period given by the Company to relevant nominators Company to relevant nominators and nominees to submit the and nominees to submit the aforesaid notices and documents aforesaid notices and documents (which period shall commence from (which period shall commence from the day following the date of the day following the date of despatch of the notice of general despatch of the notice of general meeting) shall be no less than meeting) shall be no less than seven (7) days. seven (7) days. In addition, the Supervisory Committee or shareholders individually or jointly holding an aggregate of one per cent (1%) or more of the issued shares of the Company may nominate the Independent Directors, provided that the number of nominees complies with the provisions of these Articles of Association and shall not exceed the number of persons to be elected.

– 27 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 141 Independent Directors Article 141 Independent Directors				Amended in
	refer to the Directors		who do not refer to the Directors who do not		accordance
	hold any other positions in the hold any other positions in the				with Article 6
	Company (other than		as a Director Company (other than as a Director		of the
	of the Company), and are not of the Company), and are not				Measures for
	related to the Company and its related to the Company and its				the Supervision
	shareholders in a way that may shareholders in a way that may				and
	hinder their independent and hinder their independent and				Administration
	objective judgment, and comply objective judgment, and comply				of Directors,
	with the independent		requirements with the independent requirements		Supervisors,
	under the listing rules of the place under the listing rules of the place				Senior
	where the Company shares are where the Company shares are				Management
	listed.		listed.		and
	The	Company’s Board of Directors The Company’s Board of Directors			Practitioners of
	shall include Independent Directors. shall include Independent Directors.				Securities and
	There shall be no less than three There shall be no less than three				Fund Operating
	(3) Independent Directors and they (3) Independent Directors and they				Institutions
	shall constitute no less than one- shall constitute no less than one-				(《證券基金經
	third (1/3) of the Board of third (1/3) of the Board of				營機構董事、
	Directors. At least one Independent Directors~~. At least one Independent~~				監事、高級管
	Director shall possess the ~~Nonexecutive Director shall possess~~				理人員及從業
	appropriate professional ~~the appropriate professional~~				人員監督管理
	qualifications or have appropriate ~~qualifications or have appropriate~~				辦法》),
	accounting or related		financial ~~accounting or related financial~~		Article 10 of
	management expertise and one Independent Director shall reside in ~~management expertise~~, including at least one accounting professional,				the Rules for Independent
	Hong Kong.		and one Independent Director shall		Directors of
	Apart from the qualifications and reside in Hong Kong.				Listed
	obligations of Directors provided in the relevant provisions in Section 1 ~~Apart from the~~The qualifications and obligations of Independent				Companies
	of this Chapter, an Independent Directors ~~provided in the relevant~~
	Director shall also meet the ~~provisions in Section 1 of this~~
	following requirements: ~~Chapter, an Independent Director~~
	(1) shall have five (5) years or ~~shall also meet the following~~
	more of experience in the work of ~~requirements:~~
	securities, finance, law or ~~(1) shall have five (5) years or~~
	accounting;		~~more of experience in the work ~~	~~of~~
	(2) shall have a university diploma ~~securities, finance, law or~~
	at or above the undergraduate level, ~~accounting;~~
	and	a bachelor’s degree or higher ~~(2) shall have a university diploma~~
	degree;		~~at or above the undergraduate level,~~
			~~and a bachelor’s degree or higher~~
			~~degree;~~

– 28 –

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

APPENDIX I

					Basis of	Basis of
	Articles before Amendments		Articles after Amendments
					Amendments
	(3) shall have the time and capacity ~~(3) shall have the time and capacity~~
	necessary for the performance of ~~necessary for the performance of~~
	his/her duties as an Independent ~~his/her duties as an Independent~~
	Director;	~~Director;~~
	(4) shall have the basic knowledge ~~(4) shall have the basic knowledge~~
	of the operation of a financial	~~of the operation of a financial~~
	institution and be familiar with the ~~institution and be familiar with the~~
	relevant laws, regulations and rules, ~~relevant laws, regulations and rules,~~
	and with a good reputation;	~~and ~~	~~with a good reputation;~~
	(5) shall meet the independence	~~(5) shall meet the independence~~
	requirements provided in the	~~requirements provided in the~~
	relevant provisions required by the ~~relevant provisions required by the~~
	Securities Regulatory Authorities of ~~Securities Regulatory Authorities of~~
	the State Council and the securities ~~the State Council and the securities~~
	regulatory rules of the place where ~~regulatory rules of the place where~~
	the Company’s shares are listed. ~~the Company’s shares are listed.~~
		shall meet the requirements of
		relevant provisions in Section 1 of
		**this **	Chapter and the
		independence requirements
		provided in the relevant
		provisions required by the
		Securities Regulatory Authorities
		**and **	the stock exchange where the
		**Company’s **		shares are listed.

– 29 –

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

APPENDIX I

							Basis of
		Articles before Amendments		Articles after Amendments
						Amendments
		Article 143 Where the Independent		Article 143 Where the Independent		Amended in
		Director resigns or be removed		Director resigns	or be removed	accordance
		during his/her term	of office, the	during his/her term of office, the		with Article 18
		Independent Director		Independent Director		of	the Rules
		himself/herself and	the Company	himself/herself and the Company		for
		shall separately report and provide		shall explain any circumstances		Independent
		a written explanation to the		related to his or her resignation		Directors of
		Securities Regulatory Authorities in		**or which he or **	she deems	Listed
		the company’s place of domicile		necessary to draw the attention of		Companies
		and the general meeting,		the shareholders and creditors of
		respectively.		the company, and shall separately
		If at any time the number of the		report and provide a written
		Independent Directors of the		explanation to the Securities
		Company does not satisfy the		Regulatory Authorities in the
		number, qualifications or		company’s place of domicile and
		independence requirements under		the general meeting, respectively.
		the listing rules of the main board,		If at any time the number of the
		the Company shall notify the Hong		Independent Directors of the
		Kong Stock Exchange promptly,		Company does not satisfy the
		and shall state in the form of		number, qualifications or
		announcement the particulars and		independence requirements under
		reasons. The Company shall also		the listing rules	of the main board,
		appoint a sufficient	number of	the Company shall notify the Hong
		Independent Directors to meet the		Kong Stock Exchange promptly,
		requirements of the	listing rules of	and shall state in the form of
		the main board within three months		announcement the particulars and
		after its failure to comply with the		reasons. The Company shall also
		relevant requirements.		appoint a sufficient number of
				Independent Directors to meet the
				requirements of	the listing rules of
				the main board within three months
				after its failure to comply with the
				relevant requirements.

– 30 –

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

APPENDIX I

Articles before Amendments

Articles after Amendments Basis of Amendments

Article 144 The Independent Director shall have the following powers in addition to those powers conferred upon him/her by the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed and these Articles of Association: (1) to propose to the Board of Directors to convene extraordinary general meetings. If the Board of Directors refuses to do so, he/she may propose to the Supervisor Committee to convene extraordinary general meetings; (2) to propose to convene Board meetings; (3) to engage auditing firms or consultancy firms necessary for performing duties; (4) to offer independent opinions on matters related to the remuneration plans, incentive scheme and so forth for the Company’s Directors and senior management members;

Article 144 The Independent Director shall have the following particular powers in addition to those powers conferred upon him/her by the Company Law and other relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the place where the Company shares are listed and these Articles of Association: (1) to propose prior approval opinions on the material connected transaction (connected transactions with a total amount of more than RMB3 million or higher than 5% of the latest audited net assets of the Company); before the Independent Directors make judgment, an intermediary agency can be engaged to produce a report of independent financial advisor, which will serve as the basis for the Independent Directors’ judgment; (2) to propose to the Board of Directors to engage or dismiss an accounting firm; ~~(3) to engage auditing firms or~~ ~~consultancy firms necessary for~~ ~~performing duties;~~ (~~1~~3) to propose to the Board of Directors to convene extraordinary general meetings. If the Board of Directors refuses to do so, he/she may propose to the Supervisor Committee to convene extraordinary general meetings; ~~(4) to offer independent opinions~~ ~~on matters related to the~~ ~~remuneration plans, incentive~~ ~~scheme and so forth for the~~ ~~Company’s Directors and senior~~ ~~management members;~~ (~~3~~4) to propose to convene Board meetings; Amended in accordance with Article 22 and 23 of the Rules for Independent Directors of Listed Companies

– 31 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (5) to offer his/her independent ~~(5) to offer his/her independent~~ opinions on the material connected ~~opinions on the material connected~~ transactions (as determined ~~transactions (as determined~~ according to the criteria issued by ~~according to the criteria issued by~~ the regulatory authorities in the ~~the regulatory authorities in the~~ place(s) of listing from time to ~~place(s) of listing from time to~~ time); ~~time);~~ (6) publicly solicit proxies from ( ~~6~~ 5 ) publicly solicit proxies from shareholders before shareholders’ shareholders before shareholders’ general meetings. general meetings; The Independent Director shall (6) to engage external auditing perform his/her Director’s duties firms or consultancy firms independently in accordance with necessary for performing duties. laws, administrative regulations and To exercise the powers specified requirements of the Securities in Clauses (1) to (5) above, the Regulatory Authorities, and shall Independent Directors shall submit his/her work report at the obtain approval of more than half annual general meeting. of all Independent Directors. To The Independent Director who fails exercise the powers specified in to perform his/her duties diligently Clause (6) above, the approval of shall undertake the corresponding all Independent Directors shall be responsibilities. obtained. Clauses (1) and (2) The Company shall ensure that shall be approved by more than Independent Directors will enjoy half of the Independent Directors the same right to information as before being submitted to the other Directors. Board of Directors for discussion. In the event that the proposals referred to in Clause 1 of this Article are not adopted or the above powers cannot be exercised normally, the Company shall disclose the relevant circumstances. Where the laws, administrative regulations and the CSRC have provisions otherwise, such provisions shall prevail. Independent Directors shall express independent opinions on the following: (1) nomination, appointment and removal of Directors; (2) appointment and removal of senior management members; (3) remuneration of the Directors and senior management members of the Company; (4) to determine existing or new loans or other capital transactions by shareholders, the de facto controllers and affiliates with a total amount of more than RMB3 million or higher than 5% of the latest audited net assets of the Company, and whether to adopt effective measures to recover the debts;

– 32 –

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

APPENDIX I

								Basis of
	**Articles **		**before **	Amendments		Articles after Amendments
								Amendments
						(5) matters which the
						Independent Directors consider to
						be detrimental to the interest of
						the minority shareholders;
						(6) other matters stipulated by
						laws, administrative regulations,
						CSRC as well as these Articles of
						Association.
						Independent Directors shall make
						any of the following opinions in
						respect of the independent
						opinions: consent; qualified
						opinion and the reasons hereto;
						adverse opinion and the reasons
						hereto; unable to present opinions
						and the obstacles hereto.
						If the relevant matters in
						aforementioned provisions are
						discloseable, the Company shall
						make an announcement of the
						opinions of Independent
						Directors. If Independent
						Directors are of divergent views
						and cannot reach a consensus, the
						Board of Directors shall disclose
						respective opinions of each of
						Independent Directors.
						The Independent Director shall
						perform his/her Director’s duties
						independently in accordance with
						laws, administrative regulations and
						requirements of the Securities
						Regulatory Authorities, and shall
						submit his/her work report at the
						annual general meeting.
						The Independent Director who fails
						to perform his/her duties diligently
						shall undertake the corresponding
						responsibilities.
						The Company shall ensure that
						Independent Directors will enjoy
						the same right to information as
						other Directors.

– 33 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 147 The Board of Directors Article 147 The Board of Directors				Amended in
	shall exercise the following powers shall exercise the following powers				accordance
	and duties:		and duties:		with Article 10
	(1) to convene	a general meeting (1) to convene a general meeting			of the
	and submit work report to such		and submit work report to such		Measures for
	meeting;		meeting;		the Supervision
	(2) to implement the resolutions of (2) to implement the			resolutions of	and
	a general meeting;		a general meeting;		Administration
	(3) to decide on the operation plan (3) to decide on the operation plan				of Directors,
	and investment scheme of the		and investment scheme of the		Supervisors,
	Company;		Company;		Senior
	(4) to determine the objectives of (4) to determine the objectives of				Management
	the Company’s compliance		the Company’s compliance		and
	management, assume responsibility management, assume			responsibility	Practitioners of
	for the effectiveness of compliance for the effectiveness of compliance				Securities and
	management of the Company and management of the Company and				Fund Operating
	perform the corresponding duties of perform the corresponding duties of				Institutions
	compliance management;		compliance management;		(《證券基金經
	(5) to prepare the draft annual		(5) to prepare the draft annual		營機構董事、
	budget and final accounts of the budget and final accounts of the				監事、高級管
	Company;		Company;		理人員及從業
	(6) to prepare the profit distribution (6) to prepare the profit distribution				人員監督管理
	plan and the loss recovery plan		of plan and the loss recovery plan of		辦法》
	the Company;		the Company; (7) to prepare the
	(7) to prepare the plan for the		plan for the Company to increase
	Company to increase or reduce		its or reduce its registered capital,
	registered capital, issuance of		issuance of corporate	bonds and
	corporate bonds and other securities other securities and listing plans;
	and listing plans;		(8) to prepare plans of the
	(8) to prepare plans of the		Company with respect to mergers,
	Company with	respect to mergers, divisions, dissolution		or changes of
	divisions, dissolution or changes of the form of the Company;
	the form of the Company;		(9) to prepare plans of the
	(9) to prepare plans of the		Company with respect to material
	Company with	respect to material acquisitions, acquisition of the
	acquisitions, acquisition of the		Company shares;
	Company shares;

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	(10) to appoint or remove the (10) to appoint or remove the
	General	Manager, the Chief General Manager, the Chief
	Compliance Officer, the Chief Risk Compliance Officer, the Chief Risk
	Officer and the Secretary		of the Officer and the Secretary of the
	Board nominated by the Chairman Board nominated by the Chairman
	of the Board of Directors		and of the Board of Directors or
	decide the remunerations		and Special Committees under the
	rewards	and punishments	thereof; Board and decide the
	to appoint or remove the		Chief remunerations and rewards	and
	Financial Officer, Chief Information punishments thereof; to appoint or
	Officer members of the Executive remove the Chief Financial			Officer,
	Committee and other senior Chief Information Officer members
	management members nominated of the Executive Committee and
	by the Chairman of the Board of other senior management members
	Directors or the General Manager, nominated by the Chairman of the
	and decide the remunerations and Board of Directors, Special
	rewards	and punishments	thereof; Committees under the Board or
	(11) to decide on the establishment the General Manager, and decide
	of the internal management the remunerations and rewards and
	organizations of the Company; punishments thereof;
	(12) to determine the composition (11) to decide on the establishment
	of special committees under the of the internal management
	Board, and the chairman (convener) organizations of the Company;
	of each special committee; (12) to determine the composition
	(13) to establish a basic		of special committees under the
	management system of the Board, and the chairman (convener)
	Company;		of each special committee;
	(14) to prepare plans to amend (13) to establish a basic
	these Articles of Association; management system of the
	(15) to file an application for Company;
	bankruptcy on behalf of the (14) to prepare plans to amend
	Company;		these Articles of Association;
	(16) to prepare plans of the (15) to file an application for
	Company with respect to		the bankruptcy on behalf of the
	material	external investments, Company;
	material	assets acquisition and (16) to prepare plans of the
	disposal, material guarantees and Company with respect to the
	material	connected transactions; material external investments,
	(17) to consider and approve the material assets acquisition and
	external	investment matters that do disposal, material guarantees and
	not require approval by the general material connected transactions;
	meeting	as prescribed in these (17) to consider and approve the
	Articles	of Association;	external investment matters	that do
	(18) to consider and approve the not require approval by the			general
	assets acquisition and disposal meeting as prescribed in these
	matters that do not require approval Articles of Association;
	by the general meeting as (18) to consider and approve the
	prescribed in these Articles of assets acquisition and disposal
	Association;		matters that do not require approval
			by the general meeting as
			prescribed in these Articles	of
			Association;

– 35 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (19) to consider and approve the (19) to consider and approve the connected transactions that should connected transactions that should be considered and approved by the be considered and approved by the Board of Directors pursuant to laws Board of Directors pursuant to laws and regulations and the listing rules and regulations and the listing rules of the place where the Company of the place where the Company shares are listed; shares are listed; (20) to consider and approve the (20) to consider and approve the external donations by the Company external donations by the Company which accumulatively do not which accumulatively do not exceed RMB twenty five million exceed RMB twenty five million (25,000,000) (inclusive) in one (25,000,000) (inclusive) in one financial year; financial year; (21) to decide on the Company’s (21) to decide on the Company’s external investments, acquisition external investments, acquisition and disposal of assets, pledge of and disposal of assets, pledge of assets, external guarantees, trust assets, external guarantees, trust management and other matters management and other matters within the scope of authorization within the scope of authorization by a general meeting; by a general meeting; (22) to decide on mergers, (22) to decide on mergers, divisions, establishments or divisions, establishments or revocations of domestic branches; revocations of domestic branches; (23) to manage the disclosure of (23) to manage the disclosure of information by the Company; information by the Company; (24) to propose to the general (24) to propose to the general meeting with respect to the meeting with respect to the engagement or replacement of the engagement or replacement of the audit firm of the Company; audit firm of the Company; (25) to receive the work report of (25) to receive the work report of the General Manager of the the General Manager of the Company and examine such work; Company and examine such work; (26) to guide and supervise the (26) to guide and supervise the Company to strengthen the cultural Company to strengthen the cultural development, and to establish and development, and to establish and improve a cultural system that can improve a cultural system that can effectively support the Company’s effectively support the Company’s strategy so as to realize their strategy so as to realize their integration and development of integration and development of such Company’s strategy and such Company’s strategy and cultural system; cultural system;

– 36 –

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

APPENDIX I

					Basis of
	Articles before Amendments		Articles after Amendments
					Amendments
	(27) to exercise any other duties		(27) to exercise any other duties
	and powers specified in relevant		and powers specified in relevant
	laws, administrative regulations,		laws, administrative regulations,
	departmental rules, normative		departmental rules, normative
	documents, the listing rules of the		documents, the listing rules of the
	place where the Company shares		place where the Company shares
	are listed or these Articles of		are listed or these Articles of
	Association.		Association.
	For the above matters of duties and For the above matters of duties and
	powers exercised	by the Board of	powers exercised by the Board of
	Directors which is beyond the		Directors which is	beyond the
	scope of authorization of the		scope of authorization of the
	shareholders’ general meeting or		shareholders’ general meeting or
	any transaction or arrangement of		any transaction or	arrangement of
	the Company which shall be		the Company which shall be
	considered and approved by a		considered and approved by a
	general meeting according to the		general meeting according to the
	listing rules of the places where the listing rules of the			places where the
	shares of the Company are listed,		shares of the Company are listed,
	shall be submitted to the general		shall be submitted	to the general
	meeting for consideration and		meeting for consideration and
	approval.		approval.
	The Board of Directors shall define The Board of Directors shall define
	the limits of authority of external		the limits of authority of external
	investment, acquisition and disposal investment, acquisition and disposal
	of assets and connected transaction, of assets and connected transaction,
	and set up a stringent investigation and set up a stringent investigation
	and decision making procedure.		and decision making procedure.
	Specialists and professionals should Specialists and professionals should
	be organized to assess the material be organized to assess the material
	external investment and seek		external investment and seek
	shareholders’ approval in a general shareholders’ approval in a general
	meeting.		meeting.

– 37 –

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

APPENDIX I

							Basis of
		Articles before Amendments			Articles after Amendments
							Amendments
		Article 162 The Directors shall		Article 162 The Directors shall			Amended in
		attend a Board meeting in person.		attend a Board meeting in person.			accordance
		If a Director is unable to attend for		If	a Director is unable to attend for		with Article
		any reasons, he/she may appoint		any reasons, he/she may appoint			3.3.2 of
		another Director in writing to		another Director in writing to			Guidelines of
		attend on his/her behalf. The authorized Director shall present		attend on his/her behalf~~.~~, one Director shall not accept			the Shanghai Stock
		authorization letters and exercise		**appointment **		by more than two	Exchange for
		the voting right to the	extent of the	Directors to attend one Board			Self-discipline
		authorization given. The		meeting on his/her behalf, an			Supervision of
		authorization letter shall contain the		**Independent **		Director shall not	Listed
		name of the representative, the		appoint a Director who is not an			Companies No.
		matters represented, scope of		**Independent **		Director to attend	1 –
		authorization and validity period. It		the meeting on his/her behalf, the			Standardized
		shall be signed or sealed by the		authorized Director shall present			Operations
		principal. If a Director does not		authorization letters and exercise			(《上海證券交
		attend a Board meeting in person		the voting right to the extent of the			易所上市公司
		and does not appoint a		authorization given. The			自律監管指引
		representative to attend the		authorization letter shall contain the			第1號–規範運
		meeting, he/she shall be deemed to		name of the representative, the			作》)
		have waived the voting rights in		matters represented, scope of
		the meeting.		authorization and validity period. It
				shall be signed or sealed by the
				principal. If a		Director does not
				attend a Board meeting in person
				and does not appoint a
				representative		to attend the
				meeting, he/she shall be deemed to
				have waived the voting rights in
				the meeting.

– 38 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 185 A person who serves Article 185 A person who serves				Amended in
	any administrative roles other than any administrative roles other than				accordance
	a Director or Supervisor in the		a Director or Supervisor in the		with Article 32
	controlling shareholder or de facto controlling shareholder or de facto				of the
	controller of the Company, shall		controller of the Company, shall		Measures for
	not serve as senior management		not serve as senior management		the Supervision
	member of the Company.		member of the Company.		and
	A senior management member of A senior management member of				Administration
	the Company may at most hold the the Company may at most hold the				of Directors,
	office of Director or Supervisor		office of Director or	Supervisor	Supervisors,
	concurrently in	two (2) companies concurrently in two		(2) companies	Senior
	in which the Company has		in which the Company has		Management
	shareholding but shall not hold an shareholding but shall not hold an				and
	office other than those aforesaid		in office other than those aforesaid in		Practitioners of
	such companies. Senior		such companies. Senior		Securities and
	management members of the		management members of the		Fund Operating
	Company shall	not engage	Company shall not engage		Institutions
	themselves concurrently in any		themselves concurrently in any		(《證券基金經
	other profit-making organizations or other profit-making organizations or				營機構董事、
	other operation	activities.	other operation activities other		監事、高級管
			than the companies in which they		理人員及從業
			have a shareholding or		人員監督管理
			controlling interest. If there are		辦法》),
			any other provisions under		Article 126 of
			relevant laws, regulations and as		the Guidelines
			required by the CSRC, such		on Articles of
			provisions shall prevail.		Association of
			The senior management members		Listed
			of the Company shall be only		Companies
			entitled to salaries paid by the
			Company, and the controlling
			shareholders shall not pay the
			salaries on behalf of the
			Company.

– 39 –

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

APPENDIX I

						Basis of	Basis of
	Articles before Amendments		Articles after Amendments
						Amendments
	Article 190 If a senior management		**Article **	190 If a senior management		Amended in
	violates any laws, administrative		violates		any laws, administrative	accordance
	regulations, departmental rules,		regulations, departmental rules,			with Article
	normative documents, the listing		normative documents, the listing			153 of the
	rules of the places where the shares		rules of		the places where the shares	Guidelines on
	of the Company are listed or the		of the Company are listed or the			Articles of
	provisions of these Articles of		provisions of these Articles of			Association of
	Association in the course of		Association in the course of			Listed
	performing his/her duties of	the	performing his/her duties of the			Companies
	Company and causes losses to the		Company and causes losses to the
	Company, he/she shall be liable for		Company, he/she shall be liable for
	compensation.		compensation.
			**Senior **	management shall
			faithfully perform their duties
			and safeguard the best interests
			of the Company and all
			shareholders. If the senior
			management of the Company fails
			to faithfully perform their duties
			or violates their fiduciary duty
			and causes damage to the
			interests of the Company and the
			shareholders of public shares,
			they shall be liable for
			compensation in accordance with
			the law.

– 40 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 202 The Supervisors shall Article 202 The Supervisors shall				Amended in
	serve	for a term of three (3) years. serve for a term of three (3) years.			accordance
	The term of a Supervisor is The term of a Supervisor is				with Article 82
	renewable and subject		to reelection renewable and subject to reelection		of the
	upon	the expiration of	his/her term upon the expiration of his/her	term	Guidelines on
	of office.		of office.		Articles of
	A Supervisor may resign prior to The Supervisory Committee or				Association of
	the expiry of his/her term of office. shareholders individually or				Listed
	The provisions in respect of the **jointly holding an aggregate **			of	Companies,
	resignation of the Directors in these three percent (3%) or more of the				Article 16 of
	Articles of Association shall be Company’s shares may nominate				the Rules on
	applicable to the Supervisors. the Shareholder representative				Governance of
			Supervisors, provided that the		Securities
			number of nominees complies		Companies
			with the provisions of these
			Articles of Association and shall
			not exceed the number of persons
			to be elected.
			The candidates for Supervisors
			shall, before the convening of the
			shareholders’ general meetings of
			the Company, make written
			undertakings, express their
			consent to their nomination,
			confirm the truthfulness and
			completeness of the provided
			information and undertake that
			they will duly perform their
			responsibilities as Supervisors
			upon election.
			When a shareholder elects more
			than half (1/2) of the Directors of
			the Board of Directors, the
			selection of Supervisors shall not
			exceed one third (1/3) of the
			members of the Supervisory
			Committee.
			A Supervisor may resign prior	to
			the expiry of his/her term of office.
			The provisions in respect of the
			resignation of the Directors in	these
			Articles of Association shall be
			applicable to the Supervisors.

– 41 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 204 The Supervisors shall Article 204 The Supervisors shall				Amended in
	ensure that all information ensure that all information				accordance
	disclosed by the Company are true, disclosed by the Company are true,				with Article
	accurate and complete.		accurate and complete, and sign		140 of the
			written confirmation opinion on		Guidelines on
			regular reports.		Articles of
					Association of
					Listed
					Companies
	Article 217 The Supervisory Article 217 The Supervisory				Amended in
	Committee shall keep minutes of its Committee shall keep minutes of its				accordance
	resolutions on the matters discussed resolutions on the matters discussed				with Article
	at the	meeting.	at the meeting.		149 of the
	The Supervisors who attended the The Supervisors who attended the				Guidelines on
	meeting, and the recorder shall sign meeting, and the recorder shall sign				Articles of
	the minutes of that meeting. Each the minutes of that meeting. Each				Association of
	Supervisor is entitled to request Supervisor is entitled to request				Listed
	that an explanation of his/her that an explanation of his/her				Companies
	comments made at the meetings be comments made at the meetings be
	noted	in the minutes. The minutes noted in the minutes. The minutes
	of the	Supervisory Committee of the Supervisory Committee
	meetings shall be kept as corporate meetings shall be kept as corporate
	archives for at least twenty (20) archives for at least twenty (20)
	years.		years.
	The minutes of the meeting of The minutes of the meeting of
	Supervisory Committee		shall Supervisory Committee shall
	include the following:		include the following:
	(1) the date, venue and		convener of (1) the date, venue and convener of
	the meeting;		the meeting;
	(2) the names of the Supervisors (2) the names of the Supervisors
	attending the meeting and the attending the meeting and the
	names	of the Supervisors (proxies) names of the Supervisors (proxies)
	appointed by other Supervisors to appointed by other Supervisors to
	attend	the meeting;	attend the meeting;
	(3) the agenda of the meeting; (3) the agenda of the meeting;
	(4) the main points of the speeches (4) the main points of the speeches
	of the	Supervisors;	of the Supervisors;
	(5) the methods and results of the (5) the methods and results of the
	voting	for each resolution (the voting for each resolution (the
	voting	results shall state the voting results shall state the
	number of votes voting		for, against, number of votes voting for, against,
	or in abstention).		or in abstention);
			(6) the date of dispatch of the
			notice.

– 42 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 218 Apart from the Article 218 Apart from the				Amended in
	appointment conditions as appointment conditions as				accordance
	prescribed in other articles of these prescribed in other articles of			these	with Article 7
	Articles of Association, a person Articles of Association, a person				of the
	may not serve as a Director, may not serve as a Director,				Measures for
	Supervisor, and senior		management Supervisor, and senior management		the Supervision
	member of the Company if any of member of the Company if any of				and
	the following circumstances apply: the following circumstances apply:				Administration
	(1) a person without legal capacity ~~(1) a person without legal capacity~~				of Directors,
	or with restricted legal		capacity; ~~or with restricted legal capacity;~~		Supervisors,
	(2) a person who has committed an (1) the circumstances specified in				Senior
	offence of corruption, bribery, **Article 146 of the Company **			Law,	Management
	infringement of property, the second paragraph of Article				and
	misappropriation of property or 124 and the second and third				Practitioners of
	sabotaging social economic order paragraph of Article 125 of the				Securities and
	and has been punished		for Securities Law, and Article 15 of		Fund Operating
	committing such offence; or who Securities Investment Fund Law				Institutions
	has been deprived of his/her (《證券投資基金法》);				(《證券基金經
	political rights, in each case where (2) a person who has committed an				營機構董事、
	less than five (5) years		have offence of endangering national		監事、高級管
	elapsed since the date of the end of security, terrorism, corruption,				理人員及從業
	such punishment or deprivation; bribery, infringement of property,				人員監督管理
	(3) a person who is a former misappropriation of property, crime				辦法》)
	Director, factory manager or of underworld or sabotaging			social
	manager of a company		or economic order and has been
	enterprise, which has entered into punished for committing such
	insolvent liquidation because of offence; or who has been deprived
	mismanagement and he/she is of his/her political rights~~, in each~~
	personally liable for the insolvency ~~case where less than five (5) years~~
	of such company or enterprise, ~~have elapsed since the date of ~~			~~the~~
	where less than three (3) years ~~end of such punishment or~~
	have elapsed since the		date of the ~~deprivation~~;
	completion of the insolvency and ~~(3) a person who is a former~~
	liquidation of the company or ~~Director, factory manager or~~
	enterprise;		~~manager of a company or~~
	(4) a person who is a former legal ~~enterprise, which has entered into~~
	representative of a company or ~~insolvent liquidation because of~~
	enterprise, which had its business ~~mismanagement and he/she is~~
	license revoked due to		a violation ~~personally liable for the insolvency~~
	of the	law and who incurred ~~of such company or enterprise,~~
	personal liability, where less than ~~where less than three (3) years~~
	three (3) years have elapsed since ~~have elapsed since the date of ~~			~~the~~
	the date of the revocation of the ~~completion of the insolvency and~~
	business license;		~~liquidation of the company or~~
	(5) a person who has a		relatively ~~enterprise;~~
	large amount of overdue debts;

– 43 –

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

APPENDIX I

								Basis of
	**Articles **		**before **	Amendments		Articles after Amendments
								Amendments
						(3) a person who is subject to
						administrative penalties by
						financial regulatory departments
						or prohibited by the CSRC to
						participate in the securities
						market due to material illegal or
						improper behavior, where less
						than 5 years have elapsed since
						the date of completion of the
						penalties;
						~~(4) a person who is a former legal~~
						~~representative of a company or~~
						~~enterprise, which had its business~~
						~~license revoked due to a violation~~
						~~of the law and who incurred~~
						~~personal liability, where less than~~
						~~three (3) years have elapsed since~~
						~~the date of the revocation of the~~
						~~business license;~~
						(4) a person whose fund
						practicing qualification has been
						revoked by the CSRC or fund
						practicing qualification has been
						cancelled by the fund industry
						association in the past 5 years;
						~~(5) a person who has a relatively~~
						~~large amount of overdue debts;~~ (5) a person who is a former legal
						representative and principal
						person in charge of the operation
						and management of an institution
						that has been taken over,
						cancelled, declared bankrupt or
						revoked its business license,
						where less than 5 years have
						elapsed since the date of the
						company was taken over,
						cancelled, declared bankrupt or
						revoked its business license,
						unless it is proved that such
						person is not personally liable for
						such issues;

– 44 –

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	(6) a person currently subject to ~~(6) a person currently subject ~~			~~to~~
	restrictions from engaging in the ~~restrictions from engaging in the~~
	securities market by the Securities ~~securities market by the Securities~~
	Regulatory Authorities; ~~Regulatory Authorities;~~
	(7) a person in charge		of a stock **(6) a person who is declared **	to be
	exchange or securities		registration unfit by the CSRC or imposed on
	and clearing institution or a disciplinary sanction by an
	director, supervisor or		senior industry association of being
	management of a securities unsuitable for engaging in the
	company who has been removed relevant business, and the
	from his/her position due to his/her relevant limitation period has not
	irregularity or disciplinary breach, expired;
	and less than five (5) years have ~~(7) a person in charge of a stock~~
	elapsed following the date of ~~exchange or securities registration~~
	removal;		~~and clearing institution or a~~
	(8) a person convicted		of the ~~director, supervisor or senior~~
	contravention of provisions of ~~management of a securities~~
	relevant securities regulations by a ~~company who has been removed~~
	relevant government authority, and ~~from his/her position due to his/her~~
	such conviction involves a finding ~~irregularity or disciplinary breach,~~
	that he/she has acted fraudulently ~~and less than five (5) years have~~
	or dishonestly, where less than five ~~elapsed following the date of~~
	(5) years have elapsed		since the ~~removal;~~
	date of the conviction;		(7) a person who has been subject
	(9) a person who is a lawyer, to an investigation by
	certified public accountant or a administrative authorities or an
	professional of an investment investigation by judicial
	advisory institution, financial authorities for suspected illegal
	consultancy institution, credit rating crimes, and such case has not yet
	institution, assets appraisal been closed to form a final
	institution or asset verification opinion;
	institution, have been disqualified ~~(8) a person convicted of the~~
	for irregularity or disciplinary ~~contravention of provisions of~~
	breach and less than five (5) years ~~relevant securities regulations ~~			~~by a~~
	have elapsed following the date of ~~relevant government authority, and~~
	revocation;		~~such conviction involves a finding~~
	(10) a government personnel and ~~that he/she has acted fraudulently~~
	other	personnel prohibited by laws ~~or dishonestly, where less than five~~
	and regulations to take		up ~~(5) years have elapsed since the~~
	concurrent posts at companies; ~~date of the conviction;~~
			~~(9) a person who is a lawyer,~~
			~~certified public accountant or a~~
			~~professional of an investment~~
			~~advisory institution, financial~~
			~~consultancy institution, credit ~~	~~rating~~
			~~institution, assets appraisal~~
			~~institution or asset verification~~
			~~institution, have been disqualified~~
			~~for irregularity or disciplinary~~
			~~breach and less than five (5) years~~
			~~have elapsed following the date of~~
			~~revocation;~~

– 45 –

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

APPENDIX I

								Basis of
	**Articles **		**before **	Amendments		Articles after Amendments
								Amendments
						~~(10) a government personnel and~~
						~~other personnel prohibited by laws~~
						~~and regulations to take up~~
						~~concurrent posts at companies;~~
						~~(11) a person subject to~~
						~~administrative penalties imposed by~~
						~~financial regulatory authorities for~~
						~~material violation of the law or~~
						~~disciplinary breach and less than~~
						~~three (3) years have elapsed~~
						~~following the date of completion of~~
						~~the penalties;~~
						~~(12) a person whose post-holding~~
						~~qualification is revoked by the~~
						~~Securities Regulatory Authorities~~
						~~and less than three (3) years have~~
						~~elapsed following the date when the~~
						~~post-holding qualification is~~
						~~revoked;~~
						~~(13) a person who is declared unfit~~
						~~by the Securities Regulatory~~
						~~Authorities and less than two (2)~~
						~~years have elapsed following the~~
						~~date of the declaration;~~
						(~~14~~8) a person who is not eligible for enterprise leadership according
						to laws and administrative
						regulations;
						(~~15~~9) a non-natural person; ~~(16) a person who is under~~
						~~investigation for alleged~~
						~~disciplinary breach, or whose case~~
						~~has been established for~~
						~~investigation by the judicial~~
						~~authorities as a result of violation~~
						~~of the criminal law, and such case~~
						~~has not been closed;~~
						(~~17~~10) other circumstances as
						determined by the Securities
						Regulatory Authorities in
						compliance with laws;

– 46 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (11) a person subject to ( ~~18~~ 11 ) other contents as prescribed administrative penalties imposed by by laws, administrative regulations, financial regulatory authorities for departmental rules, normative material violation of the law or documents or relevant rules of the disciplinary breach and less than Securities Regulatory Authorities three (3) years have elapsed where the Company is listed. following the date of completion of Where the Company elects, the penalties; appoints or employs its Directors, (12) a person whose post-holding Supervisors, General Managers or qualification is revoked by the other senior management members Securities Regulatory Authorities in violation of the provisions of the and less than three (3) years have preceding paragraph, such election, elapsed following the date when the appointment or employment shall post-holding qualification is be invalid. Where, during his/her revoked; term of office, a Director, (13) a person who is declared unfit Supervisor, General Manager or by the Securities Regulatory other senior management member is Authorities and less than two (2) found to be a person as specified in years have elapsed following the the preceding paragraph of this date of the declaration; Article, the Company shall remove (14) a person who is not eligible him/her from office. for enterprise leadership according to laws and administrative regulations; (15) a non-natural person; (16) a person who is under investigation for alleged disciplinary breach, or whose case has been established for investigation by the judicial authorities as a result of violation of the criminal law, and such case has not been closed; (17) other circumstances as determined by the Securities Regulatory Authorities; (18) other contents as prescribed by laws, administrative regulations, departmental rules, normative documents or relevant rules of the Securities Regulatory Authorities where the Company is listed.

– 47 –

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

APPENDIX I

							Basis of
	Articles before Amendments Articles after Amendments
							Amendments
	Where the Company elects,
	appoints	or employs its Directors,
	Supervisors, General Managers or
	other senior management members
	in violation of the provisions of the
	preceding paragraph, such		election,
	appointment or employment shall
	be invalid. Where, during his/her
	term of office, a Director,
	Supervisor, General Manager or
	other senior management member is
	found to	be a person as specified in
	the preceding paragraph of		this
	Article, the Company shall		remove
	him/her from office.

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 236 The Company shall Article 236 The Company shall				Amended in
	establish a sound compliance establish a sound compliance				accordance
	system of the Company in system of the Company in				with the
	accordance with the relevant accordance with the relevant				Opinions on
	provisions of the laws, provisions of the laws,				Strengthening
	administrative regulations and the administrative regulations and the				the Regulation
	Securities Regulatory Authorities, Securities Regulatory Authorities,				of Honest
	which clarifies the responsibilities which clarifies the responsibilities				Employment of
	of the compliance personnel, and of the compliance personnel, and				Intermediaries
	supervises and inspects the supervises and inspects the				under the
	compliance of the Company’s compliance of the Company’s				Registration
	operation and management operation and management				System
	behaviours.		behaviours.
	The	Company insists	on full The Company insists on full
	compliance within the Company, compliance within the Company,
	led by the management to achieve led by the management to achieve
	compliant operation,		which includes compliant operation, which includes
	the creation of value		in a compliant the creation of value in a compliant
	manner. Compliance		is the manner. Compliance is the
	fundamental concept		for the fundamental concept for the
	survival of the Company. The survival of the Company. The
	Company shall initiate and push Company shall initiate and push
	forward the establishment of forward the establishment of
	compliance culture, nurture compliance culture, nurture
	compliance awareness of the staff compliance awareness of the staff
	and	enhance pride and level of and enhance pride and level of
	professionalism of the personnel in professionalism of the personnel in
	charge of compliance management. charge of compliance management.
	The	Board, the Supervisory The Board, the Supervisory
	Committee and the senior Committee and the senior
	management members of the management members of the
	Company shall perform their duties Company shall perform their duties
	related to compliance management related to compliance management
	in accordance with the provisions in accordance with the provisions
	of laws, regulations and the of laws, regulations and the
	Articles of Association, and be Articles of Association, and be
	responsible for the effectiveness of responsible for the effectiveness of
	the Company’s compliance the Company’s compliance
	management.		management.
	The	officers in charge of each The officers in charge of each
	department and branch of the department and branch of the
	Company shall strengthen the Company shall strengthen the
	supervision and administration of supervision and administration of
	compliance over the practice of the compliance over the practice of			the
	employees of their respective employees of their respective
	departments and branches, and shall departments and branches, and shall
	be responsible for the effectiveness be responsible for the effectiveness
	of compliance management in their of compliance management in their
	respective departments and respective departments and
	branches.		branches.

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	All staff members of the company All staff members of the company
	should	be familiar with the laws, should be familiar with the laws,
	regulations and standards related to regulations and standards related to
	their practice, and should take the their practice, and should take the
	initiative to identify and		control the initiative to identify and control the
	compliance risk of their		practice compliance risk of their practice
	and be	responsible for the and be responsible for the
	compliance of their practice. compliance of their practice.
			The Company and all its staff
			members shall keep integrity in
			business and related activities,
			strictly abide by the laws and
			regulations, the provisions of the
			CSRC, and industry self-
			regulation rules, comply with
			social ethics, business ethics,
			professional ethics and code of
			conduct, be committed to fair
			competition, compliant
			operations, loyalty and diligence,
			honesty and credibility and
			refrain from offering unjustified
			benefits or seeking such benefits.
			**The integrity management **	goal of
			the Company is, through the
			establishment of the integrity risk
			prevention and control system, to
			achieve the professional integrity
			of all the staff members and the
			compliance management
			objectives of the Company,
			protect the legal rights and
			interests of investors, and ensure
			its sustainable and healthy
			development by specifying the
			code of conduct on the
			professional integrity,
			implementing the professional
			integrity related risks prevention
			and control measures, supervising
			professional integrity behaviors,
			refraining from direct or indirect
			offering unjustified benefits to
			others or seeking such benefits.

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 241 The Company shall Article 241 The Company shall				Amended in
	submit its annual financial submit and disclose its annual				accordance
	accounting report to the CSRC and the domestic stock exchange within ~~financial accounting report~~report to the CSRC and the ~~domestic ~~stock				with Article 151 of the
	4 months from the end of each exchange within 4 months from the				Guidelines on
	fiscal year, its semi-annual end of each fiscal year, and submit				Articles of
	financial accounting report to the ~~semi-annual financial accounting~~				Association of
	local branch of the CSRC and the domestic stock exchange within 2 ~~report~~and disclose its interim report to the local branch of the				Listed Companies
	months after the end of the first 6 CSRC and the ~~domestic ~~stock
	months of each fiscal		year, and its exchange within 2 months from the
	quarterly financial accounting end of the first 6 months of each
	report to the local branch of the fiscal year~~, and its quarterly~~
	CSRC and the domestic stock ~~financial accounting report to the~~
	exchange within 1 month from the ~~local branch of the CSRC and the~~
	end of first 3 months		and first 9 ~~domestic stock exchange within 1~~
	months of each fiscal		year, ~~month from the end of first 3~~
	respectively.		~~months and first 9 months of each~~
	The	aforementioned financial ~~fiscal year, respectively.~~
	accounting reports shall be The aforementioned ~~financial~~
	prepared in accordance with the relevant laws, administrative ~~accounting reports~~annual report, interim report and other periodic
	regulations and departmental reports disclosed as required by
	regulations.		the stock exchange shall be
			prepared in accordance with the
			relevant laws, administrative
			regulations and departmental
			regulations.
	Article 262 If there is a vacancy in Article 262 ~~If there is a vacancy in~~				Amended in
	the position of auditor of the ~~the position of auditor of the~~				accordance
	Company, the Board may appoint ~~Company, the Board may appoint~~				with Article
	an accounting firm to		fill such ~~an accounting firm to fill such~~		160 of the
	vacancy before the convening of ~~vacancy before the convening of~~				Guidelines on
	the general meeting, but the ~~the general meeting, but the~~				Articles of
	appointment shall be		confirmed by ~~appointment shall be confirmed ~~	~~by~~	Association of
	the shareholders in the next general ~~the shareholders in the next general~~				Listed
	meeting. Any other accounting firm ~~meeting. Any other accounting firm~~				Companies
	which has been appointed by the ~~which has been appointed by the~~
	Company may continue to act ~~Company may continue to act~~
	during the period of existence of ~~during the period of existence of~~
	such vacancy.		~~such vacancy.~~The appointment of an accounting firm by the
			Company shall be approved by
			the general meeting, and the
			Board shall not appoint an
			accounting firm before obtaining
			approval from the general
			meeting.

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

APPENDIX I

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 266 The appointment, Article 266 The appointment,				In accordance
	removal or discontinuance of removal or discontinuance of				with the
	engagement of the accounting firm engagement of the accounting firm				Institutional
	shall be subject to the decision of the general meeting and shall be shall be subject to the decision of the general meeting ~~and shall be~~				Supervision Circular (2020
	filed	with the Securities Regulatory ~~filed with the Securities Regulatory~~			Issue No. 16)
	Authorities.		~~Authorities~~.		issued by the
					CSRC on
					September 4,
					2020, the filing
					requirement for
					this matter is
					abolished
	Article 269 Notices of the Article 269 Notices of the				Amended in
	Company shall be served by the Company shall be served by the				accordance
	following methods:		following methods:		with Article 52
	��		��		of the Rules
	Unless the context otherwise Unless the context otherwise				for
	requires, “announcement” referred requires, “announcement” referred				Shareholders’
	to herein means an announcement to herein means an announcement				General
	made to holders of Domestic made to holders of Domestic				Meetings of
	Shares or as to the announcement Shares or as to the announcement				Listed
	required to be published in the PRC required to be published in the			PRC	Companies
	according to the relevant provisions according to the relevant provisions				(《上市公司股
	and the Articles of Association, and the Articles of Association,				東大會規則》)
	means an announcement published means an announcement published
	in information disclosure media in information disclosure
	(including newspapers) as specified by PRC laws and regulations or ~~media~~carriers (including newspapers, the website(s) of the
	designated by stock exchanges. In stock exchange(s)) as specified by
	respect of the announcement sent to PRC laws and regulations or
	holders of H Shares or required to designated by stock exchanges.			In
	be sent in Hong Kong pursuant to respect of the announcement sent to
	relevant regulations and the Articles holders of H Shares or required to
	of Association, the announcement be sent in Hong Kong pursuant to
	shall	be published in the designated relevant regulations and the Articles
	newspapers in Hong Kong as of Association, the announcement
	required by the relevant listing shall be published in the designated
	rules. All the circulars or other newspapers in Hong Kong as
	documents required to be submitted required by the relevant listing
	to the Hong Kong Stock Exchange rules. All the circulars or other
	by the Company pursuant to documents required to be submitted
	Chapter 13 of the Listing Rules of to the Hong Kong Stock Exchange
	the Hong Kong Stock		Exchange by the Company pursuant to
	shall	be compiled in English or Chapter 13 of the Listing Rules of
	attached with a signed and certified the Hong Kong Stock Exchange
	English version.		shall be compiled in English or
	��		attached with a signed and certified
			English version.
			��

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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

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 8 Shareholder(s) severally Article 8 Shareholder(s) severally				Amended in
	or jointly holding ten percent		or jointly holding ten percent		accordance
	(10%) or more of the shares of the (10%) or more of the shares of the				with Article 50
	Company shall be entitled to		Company shall be entitled to		of the
	request the Board to convene		an request the Board to convene an		Guidelines on
	extraordinary general meeting or extraordinary general meeting or				Articles of
	shareholders’ class meeting, and shareholders’ class meeting, and				Association of
	shall put forward such request to shall put forward such request to				Listed
	the Board in writing. The Board the Board in writing. The Board				Companies,
	shall, pursuant to laws,		shall, pursuant to laws,		Rule 4.2.2 of
	administrative regulations and the administrative regulations and the				the Rules
	Articles of Association, inform in Articles of Association,			inform in	Governing the
	writing whether it agrees or		writing whether it agrees or		Listing of
	disagrees to	convene the	disagrees to convene the		Stock on the
	extraordinary general meeting or extraordinary general meeting or				Shanghai Stock
	shareholders’ class meeting within shareholders’ class meeting within				Exchange
	ten (10) days upon receipt of		the ten (10) days upon receipt of the
	proposal.		proposal.
	If the Board	agrees to convene the If the Board agrees to convene the
	extraordinary general meeting or extraordinary general meeting or
	shareholders’ class meeting, it shall shareholders’ class meeting, it shall
	serve a notice of such meeting serve a notice of such meeting
	within five (5) days after the		within five (5) days after the
	resolution is	made by the Board. In resolution is made by the Board. In
	the event of	any change to the the event of any change to the
	original proposal set forth in		the original proposal set forth in the
	notice, the consent of relevant notice, the consent of relevant
	shareholder(s) shall be obtained. shareholder(s) shall be obtained.
	If the Board	does not agree to hold If the Board does not agree to hold
	the extraordinary general meeting the extraordinary general meeting
	or shareholders’ class meeting or or shareholders’ class meeting or
	fails to respond within ten (10) fails to respond within ten (10)
	days upon receipt of the proposal, days upon receipt of the proposal,
	shareholder(s) severally or jointly shareholder(s) severally or jointly
	holding ten percent (10%) or		more holding ten percent (10%) or more
	of the shares of the Company shall of the shares of the Company shall
	be entitled to propose to the		be entitled to propose to the
	Supervisory	Committee to convene Supervisory Committee		to convene
	an extraordinary general meeting or an extraordinary general meeting or
	a shareholders’ class meeting, and a shareholders’ class meeting, and
	shall put forward such request to shall put forward such request to
	the Supervisory Committee in the Supervisory Committee in
	writing.		writing.

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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

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	If the Supervisory Committee If the Supervisory Committee
	agrees to	convene the extraordinary agrees to convene the extraordinary
	general meeting or shareholders’ general meeting or shareholders’
	class meeting, it shall serve a class meeting, it shall serve a
	notice of	such meeting within five notice of such meeting within five
	(5) days upon receipt of the said (5) days upon receipt of the said
	request.		request.
	In the event of any change to the In the event of any change			to the
	original proposal set forth		in the original proposal set forth	in the
	notice, the consent of relevant notice, the consent of relevant
	shareholder(s) shall be obtained. In shareholder(s) shall be obtained. In
	the case of failure to issue the the case of failure to issue			the
	notice of	general meeting	or notice of general meeting or
	shareholders’ class meeting within shareholders’ class meeting within
	the prescribed period, the		the prescribed period, the
	Supervisory Committee shall be Supervisory Committee shall be
	deemed as failing to convene and deemed as failing to convene and
	preside over the general meeting preside over the general meeting
	and the shareholder(s) severally or and the shareholder(s) severally or
	jointly holding ten percent (10%) jointly holding ten percent			(10%)
	or more shares of the Company for or more shares of the Company for
	ninety (90) or more consecutive ninety (90) or more consecutive
	days may convene and preside over days may convene and preside over
	such meeting by itself/themselves. such meeting by itself/themselves.
	The shareholding of the convening The shareholding of the convening
	shareholders shall be no less than shareholders shall be no less than
	ten percent (10%) before a ten percent (10%) before a
	resolution passed at the general resolution passed at the general
	meeting is announced.		meeting is announced. The
			convening shareholders shall
			publish an announcement no later
			than the issuance of notice of the
			general meeting and undertake
			that their shareholding
			percentage shall not be less than
			10% of the total share capital of
			the Company during the period
			from the date of proposing the
			convening of the general meeting
			to the convening date of the
			general meeting.
	The Supervisory Committee and the The Supervisory Committee and the
	convening shareholders shall submit convening shareholders shall submit
	the supporting documents		to the the supporting documents to the
	Securities Regulatory Authorities of Securities Regulatory Authorities of
	the Company’s domicile and the the Company’s domicile and the
	stock exchange upon the issuance stock exchange upon the issuance
	of the notice of the general meeting of the notice of the general meeting
	and the announcement of the and the announcement of the
	resolutions of the general		meeting. resolutions of the 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

							Basis of
		Articles before Amendments			**Articles **	after Amendments
							Amendments
		Article 14 Notice of a general		Article 14 Notice of a general			Amended in
		meeting shall satisfy the following		meeting shall satisfy the following			accordance
		requirements:		requirements:			with Article	56
		��		��			of the
		(10) the name and telephone		(10) the name and telephone			Guidelines on
		number of the contact person for		number of the contact person for			Articles of
		the meeting.		the	meeting;		Association of
				(11) The time and procedures for			Listed
		The interval between the		voting online or by other means.			Companies,
		shareholding record date of general		The interval		between the	Rule 21 of the
		meeting and the date of	the meeting	shareholding record date of general			Rules for
		shall be in compliance with the		meeting and		the date of the meeting	General
		requirements of relevant regulatory		shall be in compliance with the			meetings of
		authorities of the place	where	requirements of relevant regulatory			Listed
		securities of the Company are		authorities of the place where			Companies
		listed. The shareholding record date		securities of		the Company are	(《上市公司股
		shall not be changed once		listed. The shareholding record date			東大會規則》)
		confirmed.		shall not be		changed once
				confirmed.
		Any notice and supplementary		Any notice and supplementary
		notice of general meetings shall		notice of general meetings shall
		sufficiently and completely disclose		sufficiently and completely disclose
		all the details of all proposals. If		all the details of all proposals. If
		any matter to be discussed requires		any	matter to be discussed requires
		opinions of the Independent		opinions of the Independent
		Directors, the opinions and reasons		Directors, the opinions and reasons
		of the Independent Directors shall		of the Independent Directors shall
		be disclosed together with the		be disclosed		together with the
		issuance of such notice.		issuance of such notice.

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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

							Basis of
	Articles before Amendments Articles after Amendments
							Amendments
	Article 17 Where the election of Article 17 Where the			election of			Amended in
	Directors and	Supervisors are	Directors and Supervisors are				accordance
	proposed to be discussed at a		proposed to be discussed at a				with Article 57
	general meeting, the notice of the general meeting, the notice of the						of the
	general meeting shall sufficiently general meeting shall			sufficiently			Guidelines on
	disclose the detailed information disclose the detailed information						Articles of
	about the Director and Supervisor about the Director and Supervisor						Association of
	candidate(s) in accordance with candidate(s) in accordance with						Listed
	laws, regulations, listing rules of laws, regulations, listing rules of						Companies,
	the place where Shares of the		the place where Shares of the				Rule 17 of the
	Company are	listed and the	Company are listed and the				Rules for
	requirements of the Articles of		requirements of the Articles of				General
	Association, including at least the Association, including at least the						meetings of
	following contents:		following contents:				Listed
	(1) personal information including (1) personal information including						Companies
	education background, work		education background, work				(《上市公司股
	experience and part-time job;		experience and part-time job;				東大會規則》)
	(2) whether he/she is connected (2) whether he/she is connected
	with the Company or its controlling with the Company or			its controlling
	shareholders and de facto		shareholders and de facto
	controller;		controller;
	(3) his/her shareholding in the		(3) his/her shareholding in the
	Company;		Company;
	(4) whether he/she has received any (4) whether he/she has received any
	penalty from CSRC and other		penalty from CSRC and other
	relevant governmental authorities relevant governmental authorities
	and any penalty and warning from and any penalty and warning from
	the stock exchange.		the stock exchange.
	Election of every Director and		In addition to adopting		the
	Supervisor candidate shall be		cumulative voting system to elect
	conducted by	separate resolution. Directors and Supervisors, election
			of every Director and Supervisor
			candidate shall be conducted			by
			separate resolution.

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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

							Basis of
		Articles before Amendments			**Articles **	after Amendments
							Amendments
		Article 22 Shareholders may attend		Article 22 Shareholders may attend			Amended in
		a general meeting in person or		a general meeting in person or			accordance
		appoint a proxy to attend and vote		appoint a proxy to attend and vote			with Article	61
		on their behalf.		on their behalf.			of the
		Individual shareholders	attending a	Individual shareholders attending a			Guidelines on
		general meeting in person shall		general meeting in person shall			Articles of
		produce their identity cards or other		produce their identity cards or other			Association of
		valid proof or evidence	of their	valid proof or evidence of their			Listed
		identities, in the case of attendance		identities and stock account cards,			Companies
		by proxies, the proxies shall		in the case of attendance by
		produce valid proof of their		proxies, the		proxies shall produce
		identities and the proxy	forms from	valid proof of their identities and
		shareholders.		the	proxy forms from shareholders.
		Where a shareholder is	a legal	Where a shareholder is a legal
		entity, its legal representative or a		entity, its legal representative or a
		proxy entrusted by such legal		proxy entrusted by such legal
		representative shall attend a general		representative shall attend a general
		meeting. In case of attendance by		meeting. In case of attendance by
		legal representatives, they shall		legal representatives, they shall
		produce their identity cards and		produce their identity cards and
		valid proof of their capacities as		valid proof of their capacities as
		legal representatives and, in the		legal representatives and, in the
		case of attendance by proxies of		case of attendance by proxies of
		such legal representatives, such		such legal representatives, such
		proxies shall produce their identity		proxies shall produce their identity
		cards and the letters of		cards and the letters of
		authorization duly issued by such		authorization duly issued by such
		legal representatives of	the	legal representatives of the
		corporate shareholder.		corporate shareholder.

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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

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 39 The following matters Article 39 The following matters				Amended in
	shall be resolved by way of special shall be resolved by way of special				accordance
	resolutions at	a general meeting: resolutions at a general meeting:			with Article 78
	(1) increase or reduction of the (1) increase or reduction of the				of the
	registered capital of the Company registered capital of the Company				Guidelines on
	and issue of shares of any class, and issue of shares of			any class,	Articles of
	stock warrants or other similar		stock warrants or other similar		Association of
	securities;		securities;		Listed
	(2) issuance of corporate bonds; (2) issuance of corporate bonds;				Companies
	(3) division, merger, dissolution (3) division, spin-off,			merger,
	and liquidation or change in the dissolution and liquidation or
	form of the Company;		change in the form of	the
	(4) external guarantees to be		Company;
	provided by the Company;		(4) external guarantees to be
	(5) purchase or disposal of major provided by the Company;
	assets of the Company within one (5) purchase or disposal of major
	year with the	transaction amount assets of the Company within one
	exceeding 15% of the latest audited year with the transaction amount
	total assets of	the Company;	exceeding 15% of the	latest audited
	(6) amendments to the Articles		of total assets of the Company;
	Association;		(6) amendments to the Articles of
	(7) share incentive scheme;		Association;
	(8) any other matters as required by (7) share incentive scheme;
	laws, administrative regulations, (8) any other matters as required by
	departmental rules, normative		laws, administrative regulations,
	documents, listing rules of the		departmental rules, normative
	place where the shares of the		documents, listing rules of the
	Company are	listed or the Articles place where the shares of the
	of Association and matters which, Company are listed or the Articles
	as resolved by way of an ordinary of Association and matters which,
	resolution at a general meeting, as resolved by way of an ordinary
	will have a material impact on		the resolution at a general meeting,
	Company and	need be approved by will have a material impact on the
	way of special resolutions.		Company and need be approved by
			way of special resolutions.

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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

					Basis of
	Articles before Amendments Articles after Amendments
					Amendments
	Article 47 The general meeting Article 47 Lists of candidates for				Amended in
	shall vote on all the proposed Directors or Supervisors shall be				accordance
	resolutions separately; in the event put forward by way of proposal				with Article 17
	of several proposed resolutions for at the general meetings for				of the Code of
	the same issue, such proposed voting.				Corporate
	resolutions shall be voted on in the **Where a single shareholder **			and	Governance for
	order of time at which they are its persons acting in concert are				Listed
	submitted. Unless the general interested in 30% or more of the				Companies,
	meeting is adjourned or		no shares of the Company, the		Article 82 and
	resolution can be made for special cumulative voting system is				Article 83 of
	reasons such as force majeure, required to elect more than two				the Guidelines
	voting	of such proposed	resolutions Directors or Supervisors.		on Articles of
	shall neither be shelved		nor refused The cumulative voting system as		Association of
	at the general meeting.		stated in the preceding paragraph		Listed
			refers to the voting for the		Companies and
			election of Directors or		Article 2.1.14,
			Supervisors at the general		Article 2.1.15
			**meetings where each share **	is	and Article
			entitled to the same number of		2.1.16 of the
			votes which equals to the total		Guidelines of
			number of Directors or		the Shanghai
			Supervisors to be elected, and		Stock
			shareholders may consolidate		Exchange for
			their voting rights when casting a		Self-discipline
			vote. The Board of Directors shall		Supervision of
			announce the biographical details		Listed
			and basic information of the		Companies No.
			Directors and Supervisors		1 –
			candidates to the shareholders.		Standardized
			Where Directors are elected at		Operations
			the general meeting under the		(《上海證券交
			cumulative voting system, the		易所上市公司
			voting of the Independent		自律監管指引
			Directors and Non-independent		第1號–規範運
			Directors shall be carried out		作》)
			separately. The general meeting
			shall determine the elected
			Directors and Supervisors in a
			descending order of the number
			of votes obtained according to the
			number of Directors and
			Supervisors to be elected.

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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

								Basis of
	**Articles **		**before **	Amendments		Articles after Amendments
								Amendments
						Shareholders attending the
						general meeting shall have the
						same number of votes as the
						number of directors or
						supervisors to be elected under
						each proposal group for each
						share held in the proposal subject
						to the cumulative voting system.
						The number of votes held by
						shareholders can be cumulatively
						cast for one candidate or several
						candidates.
						Shareholders should vote within
						the number of votes for each
						proposal group. In the event that
						the number of votes cast by the
						shareholder exceeds the number
						of the votes he/she holds, or the
						shareholder casts votes in a
						number exceeding the number of
						candidates in the competitive
						election, the vote on such
						resolution shall be deemed
						invalid.
						Shareholders with multiple
						shareholder accounts may vote
						online through any one of their
						accounts. The number of votes
						they are entitled to is calculated
						on the basis of the total shares of
						**the same class under all of **	their
						shareholder accounts.
						In addition to the cumulative
						voting system, the general meeting
						shall vote on all the proposed
						resolutions separately; in the	event
						of several proposed resolutions for
						the same issue, such proposed
						resolutions shall be voted on	in the
						order of time at which they are
						submitted. Unless the general
						meeting is adjourned or no
						resolution can be made for special
						reasons such as force majeure,
						voting of such proposed resolutions
						shall neither be shelved nor refused
						at the general meeting.

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NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

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.

==> picture [368 x 56] intentionally omitted <==

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

(Stock Code: 6066)

NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 second extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, November 22, 2022 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 November 3, 2022.

SPECIAL RESOLUTIONS

To consider and approve:

• (I) 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 November 3, 2022

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, Ms. ZHANG Wei, Mr. YANG Dong and Ms. WANG Hua; and the independent non-executive Directors of the Company are Mr. PO Wai Kwong, Mr. LAI Guanrong, Mr. ZHOU Chengyue, Mr. ZHANG Zheng and Mr. WU Xi.

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NOTICE OF THE 2022 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 Thursday, November 17, 2022 to Tuesday, November 22, 2022 (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 Shares 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), before 4:30 p.m. on Wednesday, November 16, 2022 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. 2:00 p.m. on Monday, November 21, 2022) 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

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

• (1) 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.

• (2) 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.

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 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.

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NOTICE OF THE 2022 SECOND EXTRAORDINARY GENERAL MEETING

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) 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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