CSC Financial Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

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.

中信建投证券股份有限公司

CSC FINANCIAL CO., LTD.

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

(Stock Code: 6066)

ELECTION OF MS. LIN XUAN AS SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE COMPANY AND NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular. Please refer to pages 7 to 9 of this circular for the notice convening the EGM.

Please complete and return the form of proxy in accordance with the instructions printed thereon, if the Shareholders are to appoint a proxy to attend the EGM.

For H Shareholders, the form of proxy and any authorization documents 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. 2:30 p.m. on Thursday, January 16, 2025). 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.

December 24, 2024

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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 5
4. EXTRAORDINARY GENERAL MEETING 5
5. VOTING BY POLL 6
6. RECOMMENDATION 6

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING 7

Note: In the event of any discrepancy between the Chinese and English versions of this circular, the Chinese version shall prevail.

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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, December 20, 2024

“Company”
CSC Financial Co., Ltd. (中信建投证券股份有限公司), 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)

“Director(s)”
the director(s) of the Company

“EGM” or “2025 First Extraordinary General Meeting”
the 2025 first extraordinary general meeting or any adjournment thereof of the Company to be held at 2:30 p.m. on Friday, January 17, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, PRC

“H Share(s)”
overseas listed foreign invested ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each 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

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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
“PRC” or “China”	the People’s Republic of China
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“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
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“Supervisory Committee Meeting”	the supervisory committee meeting of the Company convened on Friday, December 20, 2024

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LETTER FROM THE BOARD

中信建投证券股份有限公司

CSC FINANCIAL CO., LTD.

(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. Li Min (Vice Chairman, Non-executive Director)
Mr. Jin Jianhua (Executive Director)
Mr. Yan Xiaolei (Non-executive Director)
Mr. Liu Yanming (Non-executive Director)
Mr. Yang Dong (Non-executive Director)
Ms. Hua Shurui (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. Zhang Zheng (Independent Non-executive Director)
Mr. Wu Xi (Independent Non-executive Director)
Mr. Zheng Wei (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. 10 Guanghua Road
Chaoyang District
Beijing
The PRC

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

To the Shareholders:

Dear Sir or Madam,

(1) ELECTION OF MS. LIN XUAN AS
SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE COMPANY
AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY
GENERAL MEETING

1. INTRODUCTION

References are made to the announcements of the Company dated December 20, 2024 in relation to the resignation of shareholder representative supervisor and chairman of the Supervisory Committee and the change in supervisors, and the overseas regulatory announcement dated December 20, 2024 in relation to the resolution of the meetings of the Supervisory Committee and the Board. On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Friday, January 17, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC.

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LETTER FROM THE BOARD

2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

A resolution will be proposed at the EGM to approve the resolution on election of Ms. LIN Xuan as a shareholder representative supervisor of the Company.

The above resolution is subject to approval by the Shareholders at the EGM by way of ordinary resolution.

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

Election of Ms. LIN Xuan as Shareholder Representative Supervisor of the Company

In accordance with the relevant provisions of the Articles of Association, Ms. LIN Xuan (“Ms. LIN”) has been nominated by a shareholder of the Company, Central Huijin Investment Ltd. (中央匯金投資有限責任公司), as a shareholder representative supervisor candidate of the third session of the Supervisory Committee of the Company.

Ms. LIN complies with the laws, regulations and the requirements of the stock exchange listing rules for the appointment of supervisor of listed securities companies in the place of the stock exchanges where the Company’s Shares are listed. Ms. LIN has no affiliated relationship with the substantial Shareholders of the Company other than those stated in her biography. She does not hold any Shares of the Company, and has not been subject to any punishment by securities regulatory authorities, governmental authorities and stock exchanges. Ms. LIN will officially assume office from the date the resolution on her appointment is elected and approved at the EGM of the Company, with a term of office ending when the term of the third session of the Supervisory Committee of the Company expires. At the same time, the Supervisory Committee proposes the EGM to authorize the Supervisory Committee and the Supervisory Committee to delegate the authorization to the Company’s management to be responsible for the handling of filings and other matters relating to the appointment of Supervisor of the Company.

Biographical details of Ms. LIN are as follows:

Ms. LIN Xuan (林煊), born in February 1972, is the deputy secretary of the Party Committee and the administrative head of Human Resources Department of the Company. Ms. LIN joined the Company in November 2005, and has been serving as the administrative head of Human Resources Department since January 2022. Ms. LIN currently also serves as a vice chairwoman of talent development committee of the Securities Association of China and a member of National Committee of Chinese Financial Workers’ Union.

Ms. LIN served as the business director and assistant to general manager of the investment banking department and the merger and acquisition business department of Huaxia Securities Co., Ltd., and the assistant to general manager, director, executive director and managing director of Investment Banking Department, the administrative head of Investment Banking Internal Inspection Department and an employee representative Supervisor of the Company.

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LETTER FROM THE BOARD

Ms. LIN obtained a bachelor's degree in Economics from Renmin University of China, a master's degree in Economics from the Graduate School of the People's Bank of China (currently known as PBC School of Finance, Tsinghua University), and a doctor's degree in Economics from Graduate School of Chinese Academy of Social Sciences.

Other Information

Save as disclosed above, Ms. LIN has confirmed that: (i) she held no directorships in other listed companies in the last three years, nor did she hold any positions within the Company or any of the subsidiaries thereof; (ii) she does not have any relationship with any Directors, supervisors, senior management or substantial or controlling Shareholders of the Company; and (iii) she does not have any interest in the shares of the Company within the meaning under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Ms. LIN has confirmed that there are no other matters related to her 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 above resolution has been approved by the Supervisors at the Supervisory Committee Meeting and is hereby proposed at the EGM for approval by the Shareholders. Upon approval of the appointment of Ms. LIN at the EGM, the Company will sign an appointment letter with Ms. LIN. The remuneration of Ms. LIN shall be determined in accordance with the applicable remuneration management system of the Company.

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 enquiries, 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 deceptive, and there are no facts the omission of which would make any content or other matter contained in this circular misleading.

4. EXTRAORDINARY GENERAL MEETING

The 2025 First Extraordinary General Meeting will be held at 2:30 p.m. on Friday, January 17, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC. The notice of the EGM is set out on pages 7 to 9 of this circular.

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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 form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy or any other authorization documents should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, which is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. 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 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 Tuesday, January 14 to Friday, January 17, 2025 (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 share certificates to Computershare Hong Kong Investor Services Limited which is at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong to register before 4:30 p.m. on Monday, January 13, 2025. 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 Directors 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 resolution relating to procedural or administrative matters. Accordingly, the resolution 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 2025 First Extraordinary General Meeting.

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

Beijing, the PRC
December 24, 2024

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

中信建投证券股份有限公司

CSC FINANCIAL CO., LTD.

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

(Stock Code: 6066)

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 First Extraordinary General Meeting (the "EGM") of CSC Financial Co., Ltd. (the "Company") will be held at 2:30 p.m. on Friday, January 17, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the 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 December 24, 2024.

AS ORDINARY RESOLUTION

1. The resolution on the election of Ms. LIN Xuan as a shareholder representative supervisor of the Company.

By order of the Board

CSC Financial Co., Ltd.

Wang Changqing

Chairman

Beijing, the PRC

December 24, 2024

As at the date of this notice, the Executive Directors of the Company are Mr. WANG Changqing and Mr. JIN Jianhua; the Non-executive Directors of the Company are Mr. LI Min, Mr. YAN Xiaolei, Mr. LIU Yanming, Mr. YANG Dong, Ms. HUA Shurui and Ms. WANG Hua; and the Independent Non-executive Directors of the Company are Mr. PO Wai Kwong, Mr. LAI Guanrong, Mr. ZHANG Zheng, Mr. WU Xi and Mr. ZHENG Wei.

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

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

For the purpose of determining the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Tuesday, January 14, 2025 to Friday, January 17, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the EGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Monday, January 13, 2025 to complete registration. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited at the close of business on the aforementioned date 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.

1. 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), not later than 24 hours before the time fixed for the EGM (i.e. before 2:30 p.m. on Thursday, January 16, 2025) or 24 hours before the time of 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.

1. 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.

1. 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 2025 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 the submission of transfer documents)

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
(for the submission of form of proxy)

Telephone: +852 2862 8555
Fax: +852 2865 0990

For the matters relating to the attendance of the EGM by A Shareholders of the Company, 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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