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

Mar 15, 2023

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.

I f 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) GENERAL MANDATE TO ISSUE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

(2) ELECTION OF MR. WU RUILIN AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

AND

(3) NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 13 of this circular. Please refer to pages 14 to 16 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 (whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) as soon as possible, but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. before 2: 00 p.m. on Monday, April 3, 2023). 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.

March 16, 2023

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY
	GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	12
5.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
**NOTICE **	OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING . . .	14

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 Thursday, March 9, 2023

• “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 “2023 First the 2023 first extraordinary general meeting or any Extraordinary General adjournment thereof of the Company to be held at 2:00 Meeting” p.m. on Tuesday, April 4, 2023 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

• “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 “SSE” Shanghai Stock Exchange

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LETTER FROM THE BOARD

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

(Stock Code: 6066)

Mr. Wang Changqing (Chairman, Executive Director) Mr. Yu Zhongfu (Vice Chairman, Non-executive Director) Mr. Li Geping (Executive Director) Ms. Zhang Qin (Non-executive Director) Ms. Zhu Jia (Non-executive Director) 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 PRC Principal place of business in the PRC: No. 188 Chaonei Avenue Dongcheng District Beijing PRC

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

To the Shareholders:

Dear Sir or Madam,

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

(2) ELECTION OF MR. WU RUILIN AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

AND

(3) NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated March 8, 2023 in relation to resignation of Non-executive Director. 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, April 4, 2023 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC.

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LETTER FROM THE BOARD

2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

Resolutions will be proposed at the EGM to approve: (1) the resolution on general mandate to issue onshore and offshore debt financing instruments and (2) the resolution on election of Mr. WU Ruilin as a Non-executive Director of the Company.

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

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

(1) General Mandate to Issue Onshore and Offshore Debt Financing Instruments

In order to meet the debt financing needs of the Company, a resolution was considered and approved at the 2020 first extraordinary general meeting held on April 9, 2020 in relation to the general mandate for the issuance of onshore and offshore debt financing instruments, and authorization for the issuance of onshore and offshore debt financing instruments was granted accordingly. The resolution shall be valid for a period of 36 months commencing from the date of consideration and approval at the 2020 first extraordinary general meeting, which shall expire on April 8, 2023.

Pursuant to the relevant laws and regulations, regulatory rules and market practice, in order to seize market opportunities, improve financing efficiency, optimize debt structure and control liquidity risk, the Board has resolved to seek the approval from the Shareholders to authorize the Board and such authorization will be further delegated by the Board to the Company’s operational management, to deal with all matters in connection with the issuance of debt financing instruments, including but not limited to the determination of the issuance type, issuance size, place of issuance, timing of issuance, maturity, interest rate, use and management of proceeds, credit enhancement arrangements such as guarantee, safeguard measures for repayment and engagement of intermediary agencies for the debt financing instruments as and when appropriate, within the limit of outstanding debt financing instrument and during the validity period of the resolution, adhering to the principle of maximizing the interest of shareholders, provided that the leverage ratio, risk control indicators, liquidity regulatory indicators and risk limits of various debt financing instruments shall be in compliance with the requirements of the regulatory authorities.

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LETTER FROM THE BOARD

Details of the basic scheme are set out as follows (for any changes to the terms of the previous mandate, please refer to the notes to the terms for details of the changes):

A. Type of issuance

Onshore and offshore debt financing instruments to be issued by the Company include, but are not be limited to, corporate bonds issued onshore, short-term corporate bonds, subordinated bonds (including perpetual subordinated bonds), subordinated debts, shortterm financing bonds, financial bonds, beneficial certificate, renewable bonds, assetbacked securities and other onshore debt financing instruments permitted to be issued by the Company as approved or permitted by or filed with the CSRC and other relevant regulatory authorities and self-regulatory organizations of the securities industry; offshore debt financing instruments including foreign currency or CNH bonds issued offshore, subordinated bonds (including perpetual subordinated bonds), subordinated debts, medium term note programs, bills (including but not limited to commercial paper and structured notes), renewable bonds and other offshore debt financing instruments that may be issued by the Company upon the approval, approval or filing of relevant regulatory authorities.

The onshore and offshore debt financing instruments mentioned above do not carry any share conversion provisions, and are not linked to the Shares of the Company and any other derivatives of the equity.

Types and ranking of payment of the Company’s onshore and offshore debt financing instruments will be determined in accordance with relevant regulations and market conditions at the time of issuance.

• Note: With reference to the securities industry and the Company’s financing practices in recent years, the Company has supplemented the list of short-term corporate bonds and financial bonds permitted to be issued by the regulatory authorities in China, and adjusted the ranking of the types of overseas debt financing instruments.

B. Issuer, issuance size and method of issuance

The Company or a wholly-owned subsidiary of the Company will act as the issuer of the onshore and offshore debt financing instruments of the Company. If an asset-backed security is issued, the Company or a wholly-owned subsidiary of the Company will act as original stakeholder and the asset service agency.

The domestic debt financing instruments shall be approved, verified or filed by the CSRC and other regulatory authorities and securities self-regulatory organizations in accordance with relevant regulations, and shall be issued to the public domestically or to professional investors on one-off basis or by several times or by installments. Distributed in a manner permitted by other regulatory authorities. Offshore debt financing instruments are publicly or privately issued outside the PRC on one-off basis or by several times or by installments.

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LETTER FROM THE BOARD

The aggregate size of onshore and offshore debt financing instruments (to be measured by outstanding balances after issuance and, in case of instruments denominated by foreign currencies, to be measured by the central parity rate announced by the People’s Bank of China at each issuance date) of the Company and the wholly-owned subsidiary of the Company shall not exceed three times of the net asset on consolidated basis of the Company as at the end of the last accounting period, and shall comply with the requirements prescribed in the relevant laws and regulations on the maximum issuance size of the Company’s onshore and offshore debt financing instruments.

• Note: Pursuant to the relevant amendments to the types of investors in the Securities Law, the Company’s future business development and new financing needs, and with reference to the authorization of certain listed securities companies for debt financing instruments, the adjustment shall be made to the expression of the method of issuance and the size of the issuance.

C. Term of issuance

The term of the onshore and offshore debt financing instruments shall be no longer than 15 years (inclusive), except for the issuance of perpetual subordinated bonds and renewable bonds with no fixed maturities. The financing bonds can be either single term or a mixture of multiple terms. The specific term structure and the size of each type of terms will be determined in accordance with the relevant requirements and the market conditions at the time of issuance.

D. Interest rate

The interest rate of the Company’s onshore and offshore debt financing instruments and the method of calculation and payment thereof will be determined legally by the Company in accordance with the then prevailing onshore and offshore market conditions at the time of issuance and the relevant requirements concerning interest rate management of debt financing instruments.

E. Issuance price

The issuance price of the Company’s onshore and offshore debt financing instruments will be determined by the Company in accordance with the then prevailing market conditions at the time of issuance and requirements of relevant laws and regulations.

F. Security and other arrangements for credit enhancement

The onshore and offshore debt financing instruments of the Company may be issued by the Company or the qualified wholly-owned subsidiaries of the Company. Where the Company, its wholly-owned subsidiaries and/or third parties, in compliance with the State’s foreign exchange management policies and upon the fulfillment of relevant procedures in accordance with the laws and regulations, provide the security, issue the keepwell deed and other arrangements for credit enhancement, the amount of security and keepwell deed shall not exceed 30% of the latest consolidated net asset of the Company

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LETTER FROM THE BOARD

as at the end of the period. Where the guarantee is provided by the Company, a wholly-owned subsidiary of the Company and/or a third party, the guarantee covers the principal amount of debt financing, corresponding interest and other expenses, etc.; guarantee methods include warranty guarantee, mortgage guarantee, pledge guarantee and other guarantee methods permitted by relevant laws and regulations.

• Note: In accordance with the provisions of the Articles of Association of CSC Financial Co., Ltd. on the decision-making procedures for guarantee matters, the adjustment shall be made to the expression of the original guarantee and other credit enhancement arrangements with reference to the authorization granted by some authorized institutions of listed securities companies to guarantee and other credit enhancement arrangements in recent years.

G. Use of proceeds

The proceeds raised from the issuance of onshore and offshore debt financing instruments shall be used to fund the business needs of the Company, improve the debt structure of the Company, repay the debts when due, supplement working capital of the Company and/or fund project investment and other purposes as permitted by the laws and regulations and/or regulatory authorities.

• Note: In accordance with the laws and regulations governing the issuance of onshore and offshore debt financing instruments and the actual investment needs of the proceeds from the issuance of debt financing instruments by the Company, the description of the use of proceeds shall be adjusted.

H. Issuance target and arrangements on placement to shareholders

The issuance targets of the Company’s onshore and offshore debt financing instruments are onshore or offshore institutional investors and/or individuals qualified for subscription and/or other professional investors. The specific issuance target is determined in accordance with the relevant legal requirements, market conditions and matters in connection with the issuance.

The issuance of onshore and offshore debt financing instruments may be placed to the shareholders of the Company. Details of the placing arrangements (including whether to make such placement and the proportion of placement, etc.) will be determined by the Company in accordance with the then prevailing market conditions and matters in connection with the issuance.

I. Listing arrangements

Matters in connection with the application for listing or transfer of the Company’s onshore and offshore debt financing instruments will be determined by the Company in accordance with relevant laws and regulations, the then actual conditions of the Company and market conditions in and outside of the PRC.

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LETTER FROM THE BOARD

J. Safeguard measures for repayment

The Company shall at least take the following measures in the event that it is projected that the Company will be unable to repay the principal and interests of the debt financing instruments as scheduled, or that the Company fails to repay the principal and interests of the debt financing instruments when they fall due:

• (i) no dividend shall be distributed to shareholders;

• (ii) the implementation of projects that would incur capital expenditure such as material external investments, acquisitions and mergers shall be suspended;

• (iii) payment of salary and bonus of the directors and senior management of the Company shall be reduced or ceased;

• (iv) key responsible personnel for such event shall not be allowed for re-designation.

K. Matters about mandate to issue onshore and offshore debt financing instruments

In accordance with relevant laws and regulations, opinions and advices from regulators, the framework and principle considered and approved by the general meeting, a proposal is approved to authorize the Board and such authorization will be further delegated by the Board to the Company’s management (except for financing arrangements that shall be proposed to the Board or the general meeting for approval in accordance with state policies and regulations and the Company’s policies) to deal with all matters related to the issuance of onshore and offshore debt financing instruments within outstanding balances of debt financing instruments, which shall be based on the conditions that leverage ratio, risk control indicator, regulatory indicators of liquidity and risk limit of all debt financing instruments comply with requirements set by regulators, that interest of the Shareholders will be maximized. Such matters include but are not limited to:

• (i) formulating and adjusting detailed plans for issuing onshore and offshore debt financing instruments in accordance with the applicable laws, regulations and relevant requirements of regulatory authorities as well as resolutions passed at the general meeting of the Company, and based on conditions of the Company and related markets, including without limitation, the determination of the suitable issuer, timing of issuance, types of issuance, details of issuance size and method, asset disposal scale, product plan, terms of issuance, issuance targets, maturity of issuance, whether to issue on a one-off, multiple issuances, multi-tranche issuances or multiple-category issuances basis and, for each issuance, tranche or category, the arrangement in respect of the issuance size and term, the nominal value, the methods in which the interest rate is determined, currency (including CNH), pricing method, issuance arrangements, terms and methods of repayment of the principal and the interests, whether to extend and make adjustments to the interest rates of subordinated bonds and subordinated debts and their methods, credit enhancement

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LETTER FROM THE BOARD

arrangements, rating arrangement, details of subscription method, whether to incorporate terms of repurchase or redemption, whether to set the issuer’s option for upward change in the interest rate and the investors’ option to sell back, details of placement arrangements, use of proceeds, registration, listing or transfer of onshore and offshore debt financing instruments of the Company and place of trading, measures to mitigate repayment risks, measures to ensure debt repayment (if applicable), and all specific matters in connection with the issuance of onshore and offshore debt financing instruments of the Company;

• (ii) engaging relevant intermediary agencies (if applicable) for signing, executing, amending and completing all agreements and documents relating to the issuance of onshore and offshore debt financing instruments, including without limitation, the prospectus, the sponsor agreement, the underwriting agreement, credit enhancement agreements, bond indenture, engagement letters with intermediary agencies, trustee management agreement, rules of procedure for bondholder meeting, settlement management agreement, registration and custody agreement, listing or transfer agreement and other legal documents, etc., and disclosing the relevant information in accordance with the relevant laws, regulations and the listing and transfer rules of the securities markets on which the Company’s securities are listed (including without limitation, the preliminary and final offering memoranda of the debt financing instruments, and all announcements and circulars in relation to the issuance of onshore and offshore debt financing instruments, etc.);

• (iii) selecting and engaging trustee manager(s) and settlement manager(s) for the issuance of onshore and offshore debt financing instruments, signing the trustee management agreement(s) and settlement management agreement(s) and (if applicable) formulating rules for meetings of the holders of the debt financing instruments;

• (iv) determining and undertaking relevant matters in relation to the application, approval, filing, registration, listing or transfer, redemption, custody and settlement of issuance of onshore and offshore debt financing instruments (if applicable) to relevant regulatory authorities and self-regulatory organizations of securities industry, including without limitation, preparing, revising and submitting relevant application and filing materials relating to the issuance, listing or transfer of onshore and offshore debt financing instruments and application and filing materials in respect of credit enhancement agreements such as (counter-) guarantee, letter of support or keepwell deed to be provided by the Company, the issuer and/or third parties, in accordance with the requirements of relevant regulatory authorities and self-regulatory organizations of securities industry, and signing the relevant application and filing documents and other legal documents; and handling matters in relation to the reporting, issuance, establishment, filing as well as listing and transfer for each tranche of special assets-backed plans;

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LETTER FROM THE BOARD

• (v) making relevant adjustments to matters relating to the issuance of onshore and offshore debt financing instruments in accordance with the advice of the relevant regulatory authorities, changes in their policies or the changes in market conditions, or determining whether to continue with all or part of the work in respect of the issuance of onshore and offshore debt financing instruments in accordance with the actual conditions, unless revoting at the general meeting is otherwise required pursuant to relevant laws, regulations and the Articles of Association;

• (vi) dealing with other specific matters in connection with the issuance and listing of onshore and offshore debt financing instruments.

L. Validity period of the resolution

The validity period of the resolution in relation to issue of onshore and offshore debt financing instruments of the Company shall be 36 months from the date of consideration and approval at the general meeting. If the management of the Company executes the issuance or partial issuance of onshore and offshore debt financing instruments during the validity period of the authorization of this general meeting, and if the Company has obtained the approval and permit and has filed or registered with the regulatory authorities during the validity period of the mandate (if applicable) but has not yet completed, the Company may complete the issuance or partial issuance of onshore and offshore debt financing instruments within the validity period of such approval, permit, filing or registration. The validity period of the above mandate regarding matters of the issuance and partial issuance may be extended to the date when such issuance and partial issuance is completed.

(2) Election of Mr. WU Ruilin as a Non-executive Director of the Company

Reference is made to the announcement of the Company dated March 8, 2023 in relation to resignation of Non-executive Director. Mr. WANG Xiaolin, vice chairman of the Company, has resigned as the Non-executive Director and vice chairman of the Company, the member of the development strategy committee of the Board and the member of the audit committee of the Board on March 8, 2023. Mr. WU Ruilin (“ Mr. WU ”) has been nominated as a candidate for Non-executive Director of the second session of the Board of the Company by Central Huijin Investment Ltd. (中央匯金投資有限責任公司), a Shareholder of the Company.

Mr. WU complies with the laws, regulations and the requirements of the listing rules of the stock exchange where the shares of the Company are listed for the appointment of director of listed securities companies, has no affiliated relationship with the substantial Shareholders of the Company other than those mentioned in the biographical details, does not hold shares of the Company, and has not been punished by securities regulatory authorities, competent government departments or stock exchanges. Mr. WU will officially assume office when the resolution on his appointment is approved at the general meeting of the Company, with a term of office ending when the term of the second session of the Board of the Company expires.

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LETTER FROM THE BOARD

Biographical details of Mr. WU are as follows:

Mr. WU Ruilin (武瑞林), born in September 1964, has been working at Central Huijin Investment Ltd. (中央匯金投資有限責任公司) since October 2019. Currently, he serves as a director of China Jianyin Investment Ltd. (中國建銀投資有限責任公司) as a external director of Central Huijin Investment Ltd. (中央匯金投資有限責任公司).

Mr. WU served as the deputy head of the price survey and statistics section of the survey and information division, deputy chief of the financial institution management section of the Foreign Investment Management Office, deputy director of Foreign Investment Management Office, deputy director of Foreign Exchange Management Division (responsible for daily operations), deputy director of Foreign Exchange Adjustment Center (responsible for daily operations) of The People’s Bank of China, Beijing Branch, deputy director of the general office of the Information Center of the State Administration of Foreign Exchange, director of Planning Bureau, deputy director of the personnel department (internal audit department) of the State Administration of Foreign Exchange, full-time deputy secretary of the Party committee of the State Administration of Foreign Exchange of the Communist Party of China and secretary of the discipline inspection commission of the State Administration of Foreign Exchange, deputy director of Management and Inspection Department, deputy chief and second-level inspector of the Business Supervision Division of the Current Account Management Department of the State Administration of Foreign Exchange.

Mr. WU obtained a postgraduate diploma in economic management from the Party School of the Central Committee of C.P.C. and is qualified as an economist.

Other Information

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

Save as disclosed above, Mr. Wu has confirmed that there are no other matters related to his appointment that need to be brought to the attention of the Shareholders of the Company, and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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

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LETTER FROM THE BOARD

3. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, confirm that, as far as they are aware and are satisfied that the information contained in this circular is accurate and complete in all material respects, there is no misleading or fraudulent material and no omission of any of the information contained in this circular or other matters which are misleading.

4. EXTRAORDINARY GENERAL MEETING

The 2023 First Extraordinary General Meeting will be held at 2:00 p.m. on Tuesday, April 4, 2023 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 14 to 16 of this circular.

A form of proxy to be used at the EGM is enclosed. If you intend to appoint a proxy to attend the EGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form or any other authorization documents should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (whose address is 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 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, March 30, 2023 to Tuesday, April 4, 2023 (both days inclusive), during which no registration of Shares will be made. H Shareholders who wish to attend the EGM are required to send all the transfer documents together with the relevant Shares to Computershare Hong Kong Investor Services Limited which is at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong before 4:30 p.m. on Wednesday, March 29, 2023. 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.

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LETTER FROM THE BOARD

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 resolutions proposed above are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be submitted at the 2023 First Extraordinary General Meeting.

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

Beijing, the PRC March 16, 2023

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NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 6066)

NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 first extraordinary general meeting ( the “EGM” ) of CSC Financial Co., Ltd. ( the “Company” ) will be held at 2:00 p.m. on Tuesday, April 4, 2023 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.

AS A SPECIAL RESOLUTION

To consider and approve:

• (1) general mandate to issue onshore and offshore debt financing instruments.

AS AN ORDINARY RESOLUTION

To consider and approve:

• (2) the resolution on election of Mr. WU Ruilin as a Non-executive Director of the Company.

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

Beijing, the PRC March 16, 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. YU Zhongfu, 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 2023 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

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

In order to determine the list Shareholders who are entitled to attend the EGM, the Company will close the register of members during the period from Thursday, March 30, 2023 to Tuesday, April 4, 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 March 29, 2023 to complete registration. At the close of business of the aforementioned date, 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. 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, April 3, 2023) 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 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 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 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 2023 FIRST 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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