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

Oct 16, 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.

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

(Stock Code: 6066)

2024 INTERIM DIVIDEND DISTRIBUTION PLAN OF THE COMPANY AND NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular. Please refer to pages 9 to 11 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 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. before 2:30 p.m. on Monday, November 4, 2024). 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.

October 17, 2024

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	BUSINESS TO BE CONSIDERED AT THE EGM . . . . . . . . . . . . . . . .	4
**III. **	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IV.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	7
V.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
VI.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**NOTICE **	OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING . . .	9

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 Thursday, September 26, 2024

• “Supervisory Committee”

• the supervisory committee of the Company

• “Supervisory Committee Meeting”

• the supervisory committee meeting of the Company convened on Thursday, September 26, 2024

• “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)

• “Director(s)”

• the director(s) of the Company

• “EGM” or “2024 Third Extraordinary General Meeting”

• the 2024 third extraordinary general meeting or any adjournment thereof of the Company to be held at 2:30 p.m. on Tuesday, November 5, 2024 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing

• “Executive Director(s)”

the executive director(s) of the Company

• “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

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DEFINITIONS

“HK dollars”

• “Hong Kong”

• Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “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)

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

• “Non-executive Director(s)” the 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

• “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

• “%” percentage

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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. Zou Yingguang (Executive Director) Mr. Li Min (Vice Chairman,

Non-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)

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

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)

To the Shareholders:

Dear Sir or Madam,

2024 INTERIM DIVIDEND DISTRIBUTION PLAN OF THE COMPANY AND NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated September 26, 2024 in relation to 2024 interim dividend distribution plan of the Company. On behalf of the Board, I would like to invite you to attend the 2024 Third Extraordinary General Meeting to be held at 2:30 p.m. on Tuesday, November 5, 2024 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

II. BUSINESS TO BE CONSIDERED AT THE EGM

Resolution will be proposed at the EGM to approve: the 2024 interim dividend distribution plan 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 above resolution to enable you to vote for or against the proposed resolution at the EGM under fully informed condition.

2024 Interim Dividend Distribution Plan of the Company

According to the 2024 interim financial report of the Company reviewed by the accounting firm, the Company (referred to the “ Parent Company ”, the same thereafter) achieved a net profit of RMB2,723,945,911.84 for the first half of 2024. As of June 30, 2024, the accumulated undistributed profits of the Company were RMB25,218,837,472.72.

Based on an overall consideration of the long-term development of the Company and the interests of the Shareholders, the 2024 interim dividend distribution plan of the Company is as follows:

The Company proposes to distribute in the form of cash dividends, on the basis of 7,756,694,797 Shares in the total share capital as of June 30, 2024, RMB0.90 (tax inclusive) for every 10 Shares to all Shareholders, amounting to RMB698,102,531.73 (tax inclusive) in aggregate, representing 30.27% of net profit (excluding interest on perpetual subordinated bonds) attributable to the Shareholders of the Parent Company in the consolidated financial statements for the first half of 2024. The remaining undistributed profit will be carried forward to the subsequent period. If there is any change of the total share capital of the Company before the equity registration date for conducting equity distribution, the distribution percentage per share shall remain unchanged, while the total distribution amount will be adjusted accordingly, particulars of which will be further announced.

Cash dividend is denominated and declared in RMB and payable in RMB to the A Shareholders and in Hong Kong dollars to the H Shareholders. The actual amount declared in Hong Kong dollars will be calculated based on the average of the intermediate exchange rate for conversion of Hong Kong dollars to RMB as announced by the People’s Bank of China for one calendar week prior to the date of convening the EGM for considering and approving the resolution on the interim dividend distribution.

The above resolution was considered and approved by the Board and the Supervisory Committee on September 26, 2024 and is hereby proposed at the EGM for Shareholders’ consideration and approval.

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LETTER FROM THE BOARD

Cash dividend is expected to be distributed to the H Shareholders listed on the register of members on Thursday, November 14, 2024. For the purpose of determining the entitlement of the H Shareholders to receive the cash dividend to be distributed, the register of members of the Company will be closed from Saturday, November 9, 2024 to Thursday, November 14, 2024 (both days inclusive). In order to be entitled to the receipt of cash dividend to be distributed which will be approved at the EGM, the H Shareholders should ensure that all transfer documents together with relevant share certificates, are lodged with the Company’s Hong Kong Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, November 8, 2024. Cash dividends for the interim period of 2024 (if approved by the Shareholders of the Company at the EGM) is expected to be distributed on Friday, December 27, 2024 to the H Shareholders listed on the register of members of the Company on Thursday, November 14, 2024.

Pursuant to the provisions of Notice on Issues Concerning Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348) (《關於國稅發[1993] 045號文件廢止後有關個人所得稅徵管問題的 通知》(國稅函[2011] 348號)) issued by the State Administration of Taxation, the income from dividends and bonuses derived by overseas resident individual shareholders from the shares issued by domestic non-foreign invested enterprises in Hong Kong is subject to the individual income tax withheld by the withholding agents in accordance with laws according to the items of “interests, dividends and bonuses income”. Overseas resident individual shareholders who hold shares issued by domestic non-foreign invested enterprises in Hong Kong are entitled to relevant preferential tax treatments pursuant to the provisions of the tax treaties signed between the countries where they are residents and China, and the tax arrangements between the Mainland and Hong Kong (Macau). The applicable tax rate in treaties in relation to dividends and bonuses derived by individuals as required by the relevant tax treaties and tax arrangements is generally 10%, and for the purpose of simplifying tax collection and management, domestic non-foreign invested enterprises issuing shares in Hong Kong may, when distributing dividends and bonuses, generally withhold individual income tax at the tax rate of 10%, and are not obligated to file an application. In circumstances where the tax rate in treaties in relation to dividends and bonuses derived by individuals is not equal to 10%, the following provisions shall apply: (1) for residents from countries falling under treaties subject to tax rates lower than 10%, the withholding agents may file applications on their behalf to seek entitlement to the preferential treatments in such treaties, and upon being reviewed and approved by the competent tax authorities, excessive withheld tax amounts will be refunded; (2) for residents from countries falling under treaties subject to tax rates higher than 10% but lower than 20%, the withholding agents shall withhold individual income tax at the agreed effective tax rate upon distribution of dividends and bonuses, and are not obligated to obtain the approval on the application; (3) for residents from countries without tax treaties or under other circumstances, the withholding agents shall withhold individual income tax at a tax rate of 20% upon distribution of dividends and bonuses.

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LETTER FROM THE BOARD

Pursuant to the provisions of Circular Concerning Questions on Withholding and Payment of Enterprise Income Tax when PRC Resident Enterprises Distribute Dividends to Overseas Non-resident Corporate Shareholders of H Shares (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關 問題的通知》(國稅函[2008] 897號)) issued by the State Administration of Taxation, any PRC resident enterprises distributing dividends for the years from 2008 (inclusive) to overseas non-resident corporate shareholders shall withhold enterprise income tax at a uniform tax rate of 10%.

Pursuant to the provisions of Notice on Taxation Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制 試點有關稅收政策的通知》(財稅[2016] 127號)) and the Notice on Taxation Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No. 81) (《關於滬港股票市場 交易互聯互通機制試點有關稅收政策的通知》(財稅[2014] 81號)) issued by the Ministry of Finance, the State Administration of Taxation and CSRC, for dividends and bonuses derived by mainland individual investors from investing in H-shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, H-share companies shall withhold individual income tax at a tax rate of 20%. For income from dividends and bonuses derived by mainland securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the individual income tax shall be calculated and paid in accordance with above provisions. Income from dividends and bonuses derived by mainland enterprise investors from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect shall be included in their total revenue, and the enterprise income tax thereon shall be calculated and paid according to laws. Among them, for income from dividends and bonuses derived by mainland resident enterprises where the relevant H shares have been continuously held for 12 months, the enterprise income tax thereon may be exempt according to laws.

III. 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.

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LETTER FROM THE BOARD

IV. EXTRAORDINARY GENERAL MEETING

The 2024 Third Extraordinary General Meeting will be held at 2:30 p.m. on Tuesday, November 5, 2024 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 9 to 11 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, which 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, October 31, 2024 to Tuesday, November 5, 2024 (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 Wednesday, October 30, 2024. 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.

V. 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, except where the chairman of the meeting, in good faith, decides to allow a resolution which only relates to a procedural or administrative matter to be voted. 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.

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LETTER FROM THE BOARD

VI. 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 2024 Third Extraordinary General Meeting.

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

Beijing, the PRC October 17, 2024

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NOTICE OF THE 2024 THIRD 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 2024 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Third Extraordinary General Meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Tuesday, November 5, 2024 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 meanings as those defined in the circular of the Company dated October 17, 2024.

AS ORDINARY RESOLUTION

1. To consider and approve the 2024 Interim Dividend Distribution Plan of the Company.

The above resolution has been considered and approved by the Board and the Supervisory Committee on September 26, 2024 and is hereby proposed at the EGM for Shareholders’ consideration and approval.

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

Beijing, the PRC October 17, 2024

As at the date of this notice, the Executive Directors of the Company are Mr. WANG Changqing and Mr. ZOU Yingguang; 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 2024 THIRD 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 Thursday, October 31, 2024 to Tuesday, November 5, 2024 (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 Wednesday, October 30, 2024 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.

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), not later than 24 hours before the time fixed for the EGM (i.e. 2:30 p.m. on Monday, November 4, 2024) or 24 hours before the time of 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.

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 Hong Kong Listing Rules, any vote of Shareholders at a Shareholders’ 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 2024 THIRD EXTRAORDINARY GENERAL MEETING

5. MISCELLANEOUS

• (1) The duration of the EGM is expected not to exceed half a day. All 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 proxy form)

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 the website of the Shanghai Stock Exchange (www.sse.com.cn).

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