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CSC Financial Co., Ltd. Proxy Solicitation & Information Statement 2023

May 9, 2023

50957_rns_2023-05-09_312f871e-31fc-407a-8d17-514e071ba917.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(Stock Code: 6066)

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 second extraordinary general meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, May 30, 2023 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No.188 Chaonei Avenue, Dongcheng District, Beijing, the PRC, to consider and, if thought fit, approve the following resolutions.

AS ORDINARY RESOLUTIONS

To consider and approve by cumulative voting system [(Note][5)] :

  1. the resolutions on election of Non-executive Directors of the Company

  2. 1.01 election of Mr. LI Min as a Non-executive Director of the Company

  3. 1.02 election of Mr. YAN Xiaolei as a Non-executive Director of the Company

To consider and approve by non-cumulative voting system:

  1. the resolution on election of Mr. DONG Hongfu as a Supervisor of the Company

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

Beijing, the PRC May 10, 2023

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. WU Ruilin, Ms. ZHU Jia, 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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Notes:

1. ELIGIBILITY FOR ATTENDING THE EGM AND CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of Shareholders who are entitled to attend the EGM, the Company will close the register of members during the period from Wednesday, May 24, 2023 to Tuesday, May 30, 2023 (both days inclusive), during which no registration of Shares will be made. Shareholders who wish to attend the EGM are required to send all the transfer documents, accompanied by the relevant share certificates to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), before 4:30 p.m. on Tuesday, May 23, 2023 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 form of proxy 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, May 29, 2023) or any adjournment thereof. The form of proxy for the EGM is enclosed herewith.

Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person 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 (original) 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.

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

5. CUMULATIVE VOTING SYSTEM

The Company adopts the cumulative voting system to elect the Non-executive Directors at the EGM, i.e. the number of votes each Shareholder is entitled to shall be equal to the number of Shares with voting rights held by him/her multiplied by the number of Directors to be elected, and Shareholders may allocate his/her votes equally or arbitrarily to candidates to the extent of the number of Directors to be elected provided that the total number of votes allocated shall not be more than the number of votes he/she is entitled to.

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6. 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 form of proxy) 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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