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

Jul 11, 2024

50957_rns_2024-07-11_9b3ea7e3-e95b-43af-88ed-4a0f4cc5afa0.pdf

Proxy Solicitation & Information Statement

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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.

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

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

(Stock Code: 6066)

(1) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS

(3) AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS

(4) AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS NOTICE OF THE 2024 SECOND

EXTRAORDINARY GENERAL MEETING

AND

NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

A letter from the Board is set out on pages 4 to 9 of this circular. Please refer to pages 169 to 170 of this circular for the notice convening the EGM. Please refer to pages 171 to 173 of this circular for the notice convening the H Shareholders’ Class Meeting.

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 and/or the H Shareholders’ Class Meeting.

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 and the H Shareholders’ Class Meeting (i.e. before 2:30 p.m. on Tuesday, July 30, 2024). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM and/or the H Shareholders’ Class Meeting or at any adjourned meetings should you so wish.

July 12, 2024

CONTENTS

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
II. MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY
GENERAL MEETING AND THE H SHAREHOLDERS’ CLASS
MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . . .		 5
2.
AMENDMENTS TO THE RULES OF PROCEDURES FOR
SHAREHOLDERS’ GENERAL MEETINGS. . . . . . . . . . . . . . . . . . . . 6
3.
AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD
MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.
AMENDMENTS TO THE RULES OF PROCEDURES FOR
SUPERVISORY COMMITTEE MEETINGS. . . . . . . . . . . . . . . . . . . . 7
**III. ** EXTRAORDINARY GENERAL MEETING AND H SHAREHOLDERS’
CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
IV. VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
V. RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
APPENDIX I
COMPARISON TABLE ON THE AMENDMENTS TO
THE ARTICLES OF ASSOCIATION OF CSC
FINANCIAL CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
APPENDIX II
COMPARISON TABLE ON THE AMENDMENTS TO
THE RULES OF PROCEDURES FOR
SHAREHOLDERS’ GENERAL MEETINGS OF CSC
FINANCIAL CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . 134
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
THE RULES OF PROCEDURES FOR BOARD
MEETINGS OF CSC FINANCIAL CO., LTD. . . . . . . . . 160
APPENDIX IV
COMPARISON TABLE ON THE AMENDMENTS TO
THE RULES OF PROCEDURES FOR SUPERVISORY
COMMITTEE MEETINGS OF CSC FINANCIAL CO.,
LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING. . 169
NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING. . . . . . 171

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 Shareholders’ Class Meeting” or “2024 First A Shareholders’ Class Meeting”

  • the 2024 first A Shareholders’ class meeting or any adjournment thereof of the Company to be held on Wednesday, July 31, 2024 immediately after the conclusion of the EGM or any adjournment thereof at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing

  • “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 Monday, July 8, 2024

  • “Supervisory Committee”

  • the supervisory committee of the Company

  • “Supervisory Committee Meeting”

  • the supervisory committee meeting of the Company convened on Monday, July 8, 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)

  • “CSRC”

  • China Securities Regulatory Commission (中國證券監督 管理委員會)

  • “Director(s)”

  • the director(s) of the Company

– 1 –

DEFINITIONS

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

  • the 2024 second extraordinary general meeting or any adjournment thereof of the Company to be held at 2:30 p.m. on Wednesday, July 31, 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

  • “H Shareholders’ Class Meeting” or “2024 First H Shareholders’ Class Meeting”

  • the 2024 first H Shareholders’ class meeting or any adjournment thereof of the Company to be held on Wednesday, July 31, 2024 immediately after the conclusion of the EGM and the A Shareholders’ Class Meeting or any adjournment thereof at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing

  • “HK dollars”

  • Hong Kong dollars, the lawful currency of Hong Kong

  • “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

– 2 –

DEFINITIONS

  • “Rules of Procedures for the Rules of Procedures for Shareholders’ General Shareholders’ General Meetings of the Company Meetings”

  • “Rules of Procedures for Board the Rules of Procedures for Board Meetings of the Meetings” Company

  • “Rules of Procedures for the Rules of Procedures for Supervisory Committee Supervisory Committee Meetings of the Company Meetings”

  • “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

  • “Shareholders’ Class Meetings” the 2024 First A Shareholders’ Class Meeting and the 2024 First H Shareholders’ Class Meeting

  • “Supervisor(s)” the supervisor(s) of the Company

  • “SSE” Shanghai Stock Exchange

  • “SSE Listing Rules”

  • the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (as amended from time to time)

  • “%”

  • percentage

– 3 –

LETTER FROM THE BOARD

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

(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. Wu Ruilin (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) 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

Dear Sir or Madam,

(1) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS (3) AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS

(4) AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING AND NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated July 8, 2024 in relation to the proposed amendments to the Articles of Association. On behalf of the Board, I would like to invite you to attend the 2024 Second Extraordinary General Meeting and the 2024 First H Shareholders’ Class Meeting to be held at 2:30 p.m. on Wednesday, July 31, 2024 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC.

– 4 –

LETTER FROM THE BOARD

II. MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING AND THE H SHAREHOLDERS’ CLASS MEETING

Resolutions will be proposed at the EGM and the H Shareholders’ Class Meeting to approve: (1) amendments to the Articles of Association; (2) amendments to the Rules of Procedures for Shareholders’ General Meetings; (3) amendments to the Rules of Procedures for Board Meetings; and (4) amendments to the Rules of Procedures for Supervisory Committee Meetings.

The above resolutions are subject to approval by the Shareholders at the EGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting by way of special resolutions.

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 and/or the H Shareholders’ Class Meeting under fully informed condition.

1. Amendments to the Articles of Association

In accordance with the Interim Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises and relevant guidance and taking into account the abolishment of the Special Regulations of the State Council on the Overseas Share Offering and Listing of Joint Stock Limited Companies (the “ Special Regulations ”) and the Mandatory Provisions of Articles of Association of Companies Listing Overseas (the “ Mandatory Provisions ”), the articles related to the implementation of the Special Regulations and the Mandatory Provisions in the Articles of Association are not applicable and are proposed to be deleted. After the deletion of the above articles, the Company is still subject to the requirements under the Hong Kong Listing Rules.

In accordance with the Measures for the Administration of Independent Directors of Listed Companies (the “ Measures for the Administration of Independent Directors ”) and the Regulatory Guidelines for Listed Companies No. 3 – Distribution of Cash Dividends of Listed Companies, the Company proposes to amend its Articles of Association to further optimize relevant rules for independent Directors, set up detailed requirements of various aspects of the system of independent Directors and further improve the normalized dividends distribution mechanism of listed company.

In accordance with regulatory rules such as Code of Corporate Governance for Listed Companies and the Guidelines on Articles of Association of Listed Companies as well as the SSE Listing Rules and the Hong Kong Listing Rules, taking into consideration the actual situations of the Company, a few normative amendments would be made to the Articles of Association.

– 5 –

LETTER FROM THE BOARD

Therefore, the Company proposes to make amendments to the Articles of Association in accordance with regulatory rules recently issued by the CSRC, the SSE, the Hong Kong Stock Exchange and other administrative authorities and taking into consideration the actual situations of the Company. For the comparison table on the amendments to the Articles of Association, please refer to Appendix I to this circular.

The above resolution has been approved by the Directors at the Board Meeting, and it is hereby proposed at the EGM and the H Shareholders’ Class Meeting for approval by the Shareholders to amend the Articles of Association. The Board is authorized to delegate the operating management of the Company to make non-substantive adjustments to the format or certain text of the amendments (if necessary), and to handle the filing procedures and other matters in accordance with the requirements of regulatory authorities or competent authorities of company registration. The amended Articles of Association shall become effective from the date of being approved at the EGM and the Shareholders’ Class Meetings.

The Articles of Association of the Company were prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

2. Amendments to the Rules of Procedures for Shareholders’ General Meetings

The Company proposes to make amendments to relevant articles of the Rules of Procedures for Shareholders’ General Meetings of the Company in accordance with regulatory rules recently issued by the CSRC, the SSE, the Hong Kong Stock Exchange and other administrative authorities and the proposed amendments to the Articles of Association, and taking into consideration the actual situations of the Company. For the comparison table on the amendments to the Rules of Procedures for Shareholders’ General Meetings of the Company, please refer to Appendix II to this circular.

The above resolution has been approved by the Directors at the Board Meeting, and it is hereby proposed at the EGM and the H Shareholders’ Class Meeting for approval by the Shareholders to amend the Rules of Procedures for Shareholders’ General Meetings. The Board is authorized to delegate the operating management of the Company to make non-substantive adjustments to the format or certain text of the amendments (if necessary), and to handle the filing procedures and other matters in accordance with the requirements of regulatory authorities or competent authorities of company registration. The amended Rules of Procedures for Shareholders’ General Meetings shall become effective from the date of being approved at the EGM and the Shareholders’ Class Meetings.

– 6 –

LETTER FROM THE BOARD

The Rules of Procedures for Shareholders’ General Meetings of the Company were prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

3. Amendments to the Rules of Procedures for Board Meetings

The Company proposes to make amendments to relevant articles of the Rules of Procedures for Board Meetings of the Company in accordance with regulatory rules recently issued by the CSRC, the SSE, the Hong Kong Stock Exchange and other administrative authorities and the proposed amendments to the Articles of Association, and taking into consideration the actual situations of the Company. For the comparison table on the amendments to the Rules of Procedures for Board Meetings, please refer to Appendix III to this circular.

The above resolution has been approved by the Directors at the Board Meeting, and it is hereby proposed at the EGM and the H Shareholders’ Class Meeting for approval by the Shareholders to amend the Rules of Procedures for Board Meetings. The Board is authorized to delegate the operating management of the Company to make non-substantive adjustments to the format or certain text of the amendments (if necessary), and to handle the filing procedures and other matters in accordance with the requirements of regulatory authorities or competent authorities of company registration. The amended Rules of Procedures for Board Meetings shall become effective from the date of being approved at the EGM and the Shareholders’ Class Meetings.

The Rules of Procedures for Board Meetings of the Company were prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

4. Amendments to the Rules of Procedures for Supervisory Committee Meetings

The Company proposes to make amendments to relevant articles of the Rules of Procedures for Supervisory Committee Meetings of the Company in accordance with regulatory rules recently issued by the CSRC, the SSE, the Hong Kong Stock Exchange and other administrative authorities and the proposed amendments to the Articles of Association, and taking into consideration the actual situations of the Company. For the comparison table on the amendments to the Rules of Procedures for Supervisory Committee Meetings, please refer to Appendix IV to this circular.

The above resolution has been approved by the Supervisors at the Supervisory Committee Meeting, and it is hereby proposed at the EGM and the H Shareholders’ Class Meeting for approval by the Shareholders to amend the Rules of Procedures for Supervisory Committee Meetings. The Supervisory Committee is authorized to delegate the operating management of the Company to make non-substantive adjustments to the format or certain text of the amendments (if necessary), and to

– 7 –

LETTER FROM THE BOARD

handle the filing procedures and other matters in accordance with the requirements of regulatory authorities or competent authorities of company registration. The amended Rules of Procedures for Supervisory Committee Meetings shall become effective from the date of being approved at the EGM and the Shareholders’ Class Meetings.

The Rules of Procedures for Supervisory Committee Meetings of the Company were prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

III. EXTRAORDINARY GENERAL MEETING AND H SHAREHOLDERS’ CLASS MEETING

The 2024 Second Extraordinary General Meeting will be held at 2:30 p.m. on Wednesday, July 31, 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 169 to 170 of this circular.

The 2024 First H Shareholders’ Class Meeting will be held on Wednesday, July 31, 2024 immediately after the conclusion of the EGM and the A Shareholders’ Class Meeting or any adjournment thereof at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC. The notice of the H Shareholders’ Class Meeting is set out on pages 171 to 173 of this circular.

The forms of proxy to be used at the EGM and the H Shareholders’ Class Meeting are enclosed. If you intend to appoint a proxy to attend the EGM and/or the H Shareholders’ Class Meeting, 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 in person at the EGM and/or the H Shareholders’ Class Meeting or at any adjourned meeting if you so wish.

In order to determine the list of Shareholders who are entitled to attend the EGM and/or the H Shareholders’ Class Meeting, the Company will close the register of members of H Shares during the period from Friday, July 26, 2024 to Wednesday, July 31, 2024 (both days inclusive), during which no registration of Shares will be made. H Shareholders who wish to attend the EGM and/or the H Shareholders’ Class Meeting 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 before 4:30 p.m. on Thursday, July

– 8 –

LETTER FROM THE BOARD

25, 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 and/or the H Shareholders’ Class Meeting.

IV. 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 and/or the H Shareholders’ Class Meeting shall be conducted by way of poll unless the chairman of the meeting so requests in good faith to allow to vote by hand solely on resolutions relating to procedural or administrative matters. Accordingly, the resolutions proposed at the EGM and the H Shareholders’ Class Meeting 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 and/or the H Shareholders’ Class Meeting.

V. 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 2024 Second Extraordinary General Meeting and the 2024 First H Shareholders’ Class Meeting.

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

Beijing, the PRC July 12, 2024

– 9 –

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

APPENDIX I

Notes:

  1. Those marked by way of “ ~~wordings~~ ” in the articles before amendments are contents proposed to be deleted; and those marked by way of “wordings” in the articles after amendments are contents proposed to be added.

  2. The following table does not contain comparisons that correspond to amendments merely resulting from changes in the serial number of the articles.

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 1 In order to safeguard the
legitimate
interests
of
CSC
Financial
Co.,
Ltd.
(hereinafter
referred to as the ~~“~~Company~~”~~), its
shareholders
and
creditors,
and
regulate
the
organization
and
conduct of the Company, these
Articles of Association are hereby
formulated in accordance with the
Company
Law
of
the
People’s
Republic
of
China
(hereinafter
referred
to
as
the
~~“~~Company
Law~~”~~), the Securities Law of the
People’s
Republic
of
China
(hereinafter
referred
to
as
the
~~“~~Securities Law~~”~~), the Regulations
on Supervision and Management of
Securities Companies, the Rules on
Governance
of
Securities
Companies,
Code
of
Corporate
Governance for Listed Companies,
~~the Special Regulations of the State~~
~~Council on the Overseas Share~~
~~Offering and Listing of Joint Stock~~
~~Limited Companies,~~the Guidelines
on Articles of Association of Listed
Companies, ~~the Reply of the State~~
~~Council on the Adjustment of the~~
~~Notice~~
~~Period~~
~~of~~
~~the~~
~~General~~
~~Meeting~~
~~and~~
~~Other~~
~~Matters~~
~~Applicable to the Overseas Listed~~
~~Companies,~~
~~the~~
~~Mandatory~~
~~Provisions~~
~~of~~
~~Articles~~
~~of~~
~~Association of Companies Listing~~
~~Overseas, the Opinion Letter on the~~
~~Supplementation and Amendment~~
~~of~~
~~Articles~~
~~of~~
~~Association~~
~~of~~
~~Companies Listing in Hong Kong,~~
the Rules Governing the Listing of
Securities on The Stock Exchange
of Hong Kong Limited, the Rules
Governing the Listing of Stock on
the
Shanghai
Stock
Exchange
(hereinafter
together
with
the
Rules Governing the Listing of
Securities on The Stock Exchange
of Hong Kong Limited collectively
referred to as the ~~“~~Listing Rules of
the Place where the Company’s
Shares are Listed~~”~~) and other laws,
administrative
regulations,
departmental
rules,
normative
documents and requirements of the
relevant regulatory authorities.		 Article 1 In order to safeguard the
legitimate
interests
of
CSC
Financial
Co.,
Ltd.
(hereinafter
referred to as the Company), its
shareholders
and
creditors,
and
regulate
the
organization
and
conduct of the Company, these
Articles of Association are hereby
formulated in accordance with the
Company
Law
of
the
People’s
Republic
of
China
(hereinafter
referred to as the Company Law),
the Securities Law of the People’s
Republic
of
China
(hereinafter
referred to as the Securities Law),
the Regulations on Supervision and
Management
of
Securities
Companies,
the
Rules
on
Governance
of
Securities
Companies,
Code
of
Corporate
Governance for Listed Companies,
the
Guidelines
on
Articles
of
Association of Listed Companies,
the
Measures
for
the
Administration
of
Independent
Directors of Listed Companies,
the Rules Governing the Listing of
Securities on The Stock Exchange
of Hong Kong Limited, the Rules
Governing the Listing of Stock on
the
Shanghai
Stock
Exchange
(hereinafter
together
with
the
Rules Governing the Listing of
Securities on The Stock Exchange
of Hong Kong Limited collectively
referred to as the Listing Rules of
the Place where the Company’s
Shares are Listed) and other laws,
administrative
regulations,
departmental
rules,
normative
documents and requirements of the
relevant regulatory authorities.		 The
Special
Regulations
of
the
State
Council on the
Overseas Share
Offering
and
Listing of Joint
Stock
Limited
Companies and
the
Mandatory
Provisions
of
Articles
of
Association
of
Companies
Listing
Overseas
(hereinafter
referred
to
as
the
Mandatory
Provisions)
have
been
abolished;
the
Reply
of
the
State
Council
on
the
Adjustment
of
the
Notice
Period
of
the
General
Meeting
and
Other
Matters
Applicable
to
the
Overseas
Listed
Companies and
the
Opinion
Letter
on
the
Supplementation
and
Amendment
of
Articles
of
Association
of
Companies
Listing in Hong
Kong,
as
the
supplementary
systems, are no
longer
applicable;
the
Measures
for
the
Administration
of Independent
Directors
of
Listed
Companies
(hereinafter
referred
to
as
the
Measures
for Independent
Directors)
is
added
as
the
basis
for
formulation

– 10 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 2 The Company is a joint Article 2 The Company is a joint The
Special
stock limited company established stock limited company established Regulations of
in accordance with the Company in accordance with the Company the
State
Law,
the
Securities
Law~~,~~		 ~~the~~ Law, the Securities Law and other Council on the
~~Special Regulations of the ~~ ~~State~~ relevant laws and administrative Overseas Share
~~Council on the Overseas Share~~ regulations of the PRC. Offering and
~~Offering and Listing of Joint Stock~~ Listing of Joint
~~Limited~~
~~Companies~~
and		 other Stock
Limited
relevant laws and administrative Companies has
regulations of the PRC. been abolished,
and the relevant
contents are
deleted
Article 4 Chinese name of the Article 4 Chinese name of the The Mandatory
Company: 中信建投証券股份有限 Company: 中信建投証券股份有限 Provisions on
公司 公司 which the
original
article
English names of the Company: English names of the Company: is
based		 has
China Securities Co., Ltd. and CSC China Securities Co., Ltd. and CSC been abolished.
Financial Co., Ltd. (carrying on Financial Co., Ltd. (carrying on In addition, in
business in Hong Kong with such business in Hong Kong with such light of
registered English names) registered English names) potential
changes in the
Address of the Company: Unit 4, Address of the Company: Unit 4, contact
No.
66
Anli
Road,
Chaoyang		 No.
66
Anli		 Road, Chaoyang information of
District, Beijing District, Beijing the
Company,
in
order		 to
Postal code: 100101 Postal code: 100101 maintain the
consistency of
~~Telephone No.: (8610) 85130588~~ the Articles of
Association, the
~~Fax No.: (8610) 65186588~~ relevant
contents are
deleted

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 9 ~~Upon approval through a~~
~~resolution at the general meeting of~~
~~the Company and by the Securities~~
~~Regulatory~~
~~Authorities,~~
~~t~~hese
Articles of Association shall take		 Article
9
These
Articles
of
Association shall take effect from
the date of approval through a
resolution at the general meeting
of the Company. The previous		 The
relevant
wordings
are
adjusted
according to the
actual situation
effect~~on the date of the listing of A~~ Articles
of
Association
of
the
~~shares~~
~~on~~
~~a~~
~~domestic~~
~~stock~~		 Company shall lapse automatically
~~exchange~~
~~under~~
~~the~~
~~Company’s~~		 once these Articles of Association
~~initial~~
~~public~~
~~offering~~.
The		 take effect. When these Articles of
previous Articles of Association of Association come into effect, these
the
Company
shall
lapse		 Articles of Association shall be
automatically once these Articles legally binding on the Company’s
of Association take effect. organization
and
conduct,
the
rights and obligations between the
When these Articles of Association Company and the shareholders, and
come into effect, these Articles of amongst
the
shareholders
Association
shall
be
legally		 themselves
as
well
as
the
binding
on
the
Company’s		 Company,
its
shareholders,
organization
and
conduct,
the		 Directors,
Supervisors,
senior
rights and obligations between the management members, with such
Company and the shareholders, and personnel being entitled to claim
amongst
the
shareholders		 for rights on matters relating to the
themselves
as
well
as
the		 Company in accordance with these
Company,
its
shareholders,		 Articles of Association.
Directors,
Supervisors,
senior
management members, with such
personnel being entitled to claim
for rights on matters relating to the
Company in accordance with these
Articles of Association.

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Pursuant
to
these
Articles
of		 Pursuant
to
these
Articles
of
Association,
a
shareholder
may		 Association,
a
shareholder
may
claim
against
the
other		 claim
against
the
other
shareholders, and the shareholders shareholders, and the shareholders
may claim against the Company’s may claim against the Company’s
Directors, Supervisors and senior Directors, Supervisors and senior
management
members.
The		 management
members.
The
shareholders may claim against the shareholders may claim against the
Company.
The
Company
may		 Company.
The
Company
may
claim
against
its
shareholders,		 claim
against
its
shareholders,
Directors, Supervisors and senior Directors, Supervisors and senior
management members. management members.
For the purposes of the preceding For the purposes of the preceding
paragraph, the term “claim” shall paragraph, the term “claim” shall
include
the
initiation
of		 include
the
initiation
of
proceedings
in
a
court
or		 proceedings
in
a
court
or
application
to
an
arbitration		 application
to
an
arbitration
institution for arbitration. institution for arbitration.
Article
14
The
shares
of
the		 Article
14
The
shares
of
the		 The Mandatory
Company shall be issued in the Company shall be issued in the Provisions on
form
of
share
certificates.
The		 form
of
share
certificates.
The		 which the
Company
shall
issue
ordinary		 Company
shall
issue
ordinary		 original article
shares. ~~With the approval from~~
~~authorities authorized by the State~~		 shares. The Company may issue
other
classes
of
shares
when		 is
based
has
been abolished.
~~Council, t~~he Company may issue
other
classes
of
shares
when		 needed
according
to
the
requirements
of
relevant
laws		 The
relevant
wordings
are
needed. and administrative regulations. adjusted
according to the
changes in the
review systems
on overseas and
domestic
issuance of
shares

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 17 With the ~~approval by~~
the
Securities
Regulatory		 Article 17With theregistration or
filing
with
the
Securities		 The
relevant
wordings
are
Authorities
or
other
relevant		 Regulatory
Authorities
or
other		 adjusted
regulatory
authorities,
the		 relevant regulatory authorities, the according
to
Company may issue its shares to Company may issue its shares to relevant
laws
domestic and foreign investors. domestic and foreign investors. and regulations
such
as
the
The
term
“foreign
investors”		 The
term
“foreign
investors”		 Measures
for
mentioned
in
the
preceding		 mentioned
in
the
preceding		 the
paragraph refers to foreign, Hong paragraph refers to foreign, Hong Administration
Kong
Special
Administrative		 Kong
Special
Administrative		 of Registration
Region of the PRC (hereinafter Region of the PRC (hereinafter of
Securities
referred
to
as
~~“~~Hong
Kong~~”~~),		 referred to as Hong Kong), Macao Offering
by
Macao
Special
Administrative		 Special Administrative Region or Listed
Region or Taiwan investors who Taiwan investors who subscribe for Companies and
subscribe for shares issued by the shares issued by the Company. The the
Interim
Company.
The
term
“domestic		 term “domestic investors” refers to Measures
for
investors” refers to the investors the investors within the territory of the
within the territory of the PRC the PRC (other than the above- Administration
(other than the above-mentioned mentioned regions) who subscribe of
Overseas
regions)
who
subscribe
for
the		 for
the
shares
issued
by
the		 Securities
shares issued by the Company. Company. Offering
and
Listing
by
Domestic
Enterprises

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 18 Shares issued by the Article 18 Shares issued by the The relevant Company to domestic investors Company to domestic investors wordings are and other qualified investors for and other qualified investors for adjusted subscription in RMB are referred subscription in RMB are referred according to the to as Domestic Shares. The to as Domestic Shares. The actual situation Domestic Shares which are listed Domestic Shares which are listed on domestic stock exchange shall on domestic stock exchange shall be referred to as A Shares. Shares be referred to as A Shares. Shares issued by the Company for foreign issued by the Company for foreign investors and other qualified investors and other qualified investors to subscribe in foreign investors to subscribe in foreign currency are referred to as foreign currency are referred to as foreign shares. The foreign shares, which shares. The foreign shares, which are listed on an overseas stock are listed on an overseas stock exchange, shall be referred to as exchange, shall be referred to as “overseas listed foreign shares”. “overseas listed foreign shares”. Holders of Domestic Shares and Holders of Domestic Shares and overseas listed foreign shares have overseas listed foreign shares have equal rights in any distribution by equal rights in any distribution by way of dividend or otherwise. way of dividend or otherwise. The foreign shares issued by the The foreign shares issued by the Company which are listed on The Company which are listed on The Stock Exchange of Hong Kong Stock Exchange of Hong Kong Limited (hereinafter referred to as Limited (hereinafter referred to as the ~~“~~ Hong Kong Stock Exchange ~~”~~ ) the Hong Kong Stock Exchange) shall be H Shares. H Shares are the shall be H Shares. H Shares are the RMB-denominated shares RMB-denominated shares approved to be listed by the Hong approved to be listed by the Hong Kong Stock Exchange and Kong Stock Exchange and subscribed for and traded in Hong subscribed for and traded in Hong Kong dollars. Kong dollars.

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

APPENDIX I

Basis of Basis of
Articles before Amendments **Articles after ** Amendments
Amendments
Foreign currencies mentioned in Foreign currencies mentioned in
the preceding paragraph refer to the preceding paragraph refer to
legal tenders of other countries or legal tenders of other countries or
regions other than RMB that are regions other than RMB that are
recognized
by
the
competent		 recognized
by		 the competent
authorities
of
the
State		 authorities of the State
Administration
of
Foreign		 Administration of Foreign
Exchange for contribution of share Exchange for contribution of share
capital to the Company. capital to the Company.
~~The Company’s shareholders may~~
~~list and trade their unlisted shares~~
~~on~~
~~overseas~~
~~stock~~
~~exchange(s)~~
~~upon~~
~~approvals~~
~~of~~
~~the~~
~~State~~
~~Council~~
~~or~~
~~the~~
~~Securities~~
~~Regulatory Authorities. Listing and~~
~~trading of such shares on overseas~~
~~stock~~
~~exchange(s)~~
~~shall~~
~~comply~~
~~with~~
~~the~~
~~regulatory~~
~~procedures,~~
~~provisions~~
~~and~~
~~requirements~~
~~of~~
~~overseas securities market(s). No~~
~~shareholders’~~
~~class~~
~~meeting~~
~~is~~
~~required to be convened for voting~~
~~in respect of the listing of such~~
~~shares~~
~~on~~
~~overseas~~
~~stock~~
~~exchanges.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~22~~
~~For~~
~~the~~
~~Company’s~~		 The Mandatory
~~plans for issuing overseas listed~~ Provisions on
~~foreign~~
~~shares~~
~~and~~
~~Domestic~~		 which the
~~Shares approved by the Securities~~ original article
~~Regulatory Authorities, the Board~~ is based has
~~of Directors of the Company may~~ been abolished,
~~arrange for implementation of such~~ and the relevant
~~plan by separate issues.~~ contents are
deleted
~~The~~
~~Company~~
~~may~~
~~separately~~
~~implement~~
~~its~~
~~plan~~
~~for~~
~~issuing~~
~~overseas listed foreign shares and~~
~~Domestic Shares pursuant to the~~
~~preceding paragraph within fifteen~~
~~(15)~~
~~months~~
~~from~~
~~the~~
~~date~~
~~of~~
~~approval~~
~~of~~
~~the~~
~~Securities~~
~~Regulatory~~
~~Authorities,~~
~~unless~~
~~otherwise~~
~~provided~~
~~by~~
~~the~~
~~Securities Regulatory Authorities.~~
~~Article 23 Where the Company~~ The Mandatory
~~issues~~
~~overseas~~
~~listed~~
~~foreign~~		 Provisions on
~~shares~~
~~and~~
~~Domestic~~
~~Shares~~		 which the
~~respectively~~
~~within~~
~~the~~
~~total~~		 original article
~~number of shares specified in the~~ is based has
~~issue plan, the respective shares~~ been abolished,
~~shall be fully subscribed for in one~~ and the relevant
~~go. Where it is impossible for~~ contents are
~~respective~~
~~shares~~
~~to~~
~~be~~
~~fully~~		 deleted
~~subscribed for in one go under~~
~~exceptional~~
~~circumstances,~~
~~the~~
~~shares may be issued in several~~
~~tranches subject to the approval of~~
~~the~~
~~Securities~~
~~Regulatory~~
~~Authorities.~~

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments **Articles ** after Amendments
Amendments
**Article ** **23 ** **The Company or ** its In light of the
**subsidiaries ** (including affiliated section of
**companies of ** the Company) shall “Financial
**not provide ** any assistance in the Assistance” has
form of gifts, advances, been
deleted
guarantees, compensation or due
to		 the
loans or in other forms to abolishment of
purchasers or potential the
Mandatory
purchasers of
the		 Company’s Provisions,
**shares ** **unless ** otherwise provided added
by laws and regulations. according to
Article
21		 of
the
Guidelines
on Articles of
Association of
Listed
Companies
(hereinafter
referred
to		 as
the
Guidelines
on Articles of
Association)

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
27
In
principle,
the		 Article
26
In
principle,		 the The relevant
Company shall not repurchase its Company shall not repurchase its wordings are
shares
unless
in
the
following		 shares
unless
in
any
of		 the standardized
circumstances: following circumstances: according to
Article 24 of
(1)
reducing
the
Company’s		 (1)
reducing
the
Company’s		 the Guidelines
registered capital; registered capital; on Articles of
Association
(2) merging with companies which (2) merging with companies which
hold shares in the Company; hold shares in the Company;
(3) utilizing shares for employee (3) utilizing shares for employee
stock
ownership
plan
or
share		 stock
ownership
plan
or
share
incentive scheme; incentive scheme;
(4)
acquiring
shares
held
by		 (4)
acquiring
shares
held		 by
shareholders, who vote against any shareholders, who vote against any
resolution
proposed
in
any		 resolution
proposed
in		 any
shareholders’ general meeting on shareholders’ general meeting on
the
merger
or
division
of
the		 the
merger
or
division
of		 the
Company, upon their request; Company, upon their request;
(5) utilizing shares for conversion (5) utilizing shares for conversion
of corporate bonds issued by the of corporate bonds issued by the
Company which are convertible Company which are convertible
into shares; into shares;
(6)
where
it
is
necessary
to		 (6)
where
it
is
necessary		 to
maintain the Company’s value and maintain the Company’s value and
shareholders’ interests; shareholders’ interests;
(7) other circumstances permitted (7) other circumstances permitted
by
the
law,
administrative		 by
the
law,
administrative
regulations,
departmental
rules,		 regulations,
departmental
rules,
normative documents, the listing normative documents, the listing
rules of the places where the shares rules of the places where the shares
of the Company are listed and of the Company are listed and
other relevant regulations. other relevant regulations.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 28The Company may~~, with~~ Article
27
The
Company
may		 The relevant
~~the approval from relevant national~~
~~competent authorities, buy back ~~its		 acquire its shares through public
centralized
trading
or
by
other		 wordings
standardized		 are
shares through public centralized means as permitted by laws and according to
trading
or
by
other
means
as		 regulations and relevant regulatory Article
25		 of
permitted by laws and regulations authorities. the Guidelines
and relevant regulatory authorities. on Articles of
When the Company buys back its Association
When the Company buys back its shares in the circumstances as set
shares in the circumstances as set out in items (3), (5) and (6) of the
out in items (3), (5) and (6) of the first paragraph of Article 26 of the
first paragraph of Article 2~~7 ~~of the Articles of Association, such buy-
Articles of Association, such buy- back shall be conducted through
back shall be conducted through public centralized trading.
public centralized trading.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
29
Buy-back
of
the		 Article
28
Buy-back
of
the		 The relevant
Company’s
shares
under		 Company’s
shares
under		 wordings are
circumstances specified in item (1) circumstances specified in item (1) standardized
and item (2) of the first paragraph and item (2) of the first paragraph according to
of Article 2~~7 ~~of the Articles of of Article 26 of the Articles of Article 26 of
Association shall be subject to the Association shall be subject to the the Guidelines
approval
of
the
shareholders’		 approval
of
the
shareholders’		 on Articles of
general meeting. Any buy-back of general meeting. Any buy-back of Association
the Company’s shares pursuant to the Company’s shares pursuant to
items (3), (5) or (6) of the first items (3), (5) or (6) of the first
paragraph of Article 2~~7 ~~of the
Articles of Association shall be		 paragraph of Article 26 of the
Articles of Association shall be
subject to the approval of more subject to the approval of more
than two-thirds of the Directors than two-thirds of the Directors
attending
the
relevant
Board		 attending
the
relevant
Board
meeting. meeting.
For
~~any~~
~~buy-back~~
~~of~~
the
Company’s shares pursuant to the		 For
any
acquisition
of
the
Company’s shares pursuant to the
first paragraph of Article 2~~7 ~~of the
Articles
of
Association,
shares		 first paragraph of Article 26 of the
Articles
of
Association,
shares
bought back pursuant to item (1) bought back pursuant to item (1)
shall be cancelled within ten (10) shall be cancelled within ten (10)
days from the date of the buy-back; days from the date of the buy-back;
shares bought back pursuant to shares bought back pursuant to
items (2) or (4) shall be transferred items (2) or (4) shall be transferred
or cancelled within six (6) months; or cancelled within six (6) months;
for any buy-back of the Company’s for any buy-back of the Company’s
shares according to items (3), (5) shares according to items (3), (5)
or (6) of Article 2~~7 ~~of the Articles or (6) of Article 26 of the Articles
of Association, total shares held by of Association, total shares held by
the Company shall not exceed ten the Company shall not exceed ten
per cent (10%) of the total issued per cent (10%) of the total issued
shares of the Company and such shares of the Company and such
shares
purchased
shall
be		 shares
purchased
shall
be
transferred
or
cancelled
within		 transferred
or
cancelled
within
three (3) years. three (3) years.

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 30 Where the Company~~ The Mandatory
~~buys back its shares through an~~ Provisions on
~~off-market agreement, it shall seek~~ which the
~~prior approval of the shareholders’~~ original article
~~general meeting in accordance with~~ is based has
~~the Articles of Association. The~~ been abolished,
~~Company may terminate or amend~~ and the relevant
~~an agreement entered into in the~~ contents are
~~aforementioned manner or waive~~ deleted
~~any of its rights thereunder with~~
~~prior approval of the shareholders’~~
~~general meeting obtained in the~~
~~same manner.~~
~~The agreement for the share buy-~~
~~back referred to in the preceding~~
~~paragraph includes but not limited~~
~~to~~
~~agreements~~
~~assuming~~
~~obligations of share buy-back and~~
~~acquiring the rights of the shares~~
~~bought back.~~
~~The Company shall not assign an~~
~~agreement for repurchasing its own~~
~~shares~~
~~or~~
~~any~~
~~of~~
~~its~~
~~rights~~
~~thereunder.~~
~~With~~
~~regard~~
~~to~~
~~the~~
~~redeemable~~
~~shares that the Company has the~~
~~right to redeem, if they are not~~
~~bought back on the market or by~~
~~way of tender, the purchase prices~~
~~of these shares shall not exceed~~
~~certain maximum price; if they are~~
~~bought back by way of tender, the~~
~~tenders~~
~~shall~~
~~be~~
~~available~~
~~and~~
~~proposed to all shareholders in the~~
~~same manner.~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Article 31 After the shares are~~ The Mandatory
~~bought~~
~~back~~
~~by~~
~~the~~
~~Company~~		 Provisions on
~~pursuant to the laws, the Company~~ which the
~~shall cancel such shares bought~~ original
article
~~back within the period prescribed~~ is
based		 has
~~by~~
~~laws~~
~~and~~
~~administrative~~		 been abolished,
~~regulations, and shall apply to the~~ and the relevant
~~original~~
~~company~~
~~registration~~		 contents are
~~authority for registration of the~~ deleted
~~change in the registered capital.~~
~~The~~
~~amount~~
~~of~~
~~the~~
~~Company’s~~
~~registered capital shall be reduced~~
~~by the aggregate nominal value of~~
~~those cancelled shares.~~
~~Article 32 Unless the Company is~~ The Mandatory
~~under liquidation, it shall comply~~ Provisions on
~~with the following provisions in~~ which the
~~respect~~
~~of~~
~~the~~
~~buy-back~~
~~of~~
~~its~~		 original
article
~~outstanding shares:~~ is
based		 has
been abolished,
~~(I) where the Company buys back~~ and the relevant
~~its shares at nominal value, the~~ contents are
~~amount thereof shall be deducted~~ deleted
~~from~~
~~the~~
~~book~~
~~balance~~
~~of~~
~~the~~
~~distributable~~
~~profits~~
~~of~~
~~the~~
~~Company and/or from the proceeds~~
~~of a new issue of shares made for~~
~~the buy-back of shares;~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~(II) where the Company buys back its shares at a price higher than nominal value, the portion corresponding to the nominal value shall be deducted from the book balance of the distributable profits of the Company and/or from the proceeds of a new issue of shares made for the buy-back of shares. The portion in excess of the nominal value shall be handled as follows:~~

~~(1) if the shares bought back were issued at nominal value, payment shall be deducted from the book balance of the distributable profits of the Company;~~

~~(2) if the shares bought back were issued at a price higher than their nominal value, payment shall be deducted from the book balance of the distributable profits of the Company and/or from the proceeds of a new issue of shares made for the buy-back of shares, provided that the amount deducted from the proceeds of the new issue of shares shall not be more than the aggregate of premiums received by the Company at the time of the issue of the shares bought back nor shall it be more than the amount of the Company’s capital common reserve account (including the premiums on the new issue of shares) at the time of such buyback;~~

– 24 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(III) payment by the Company for~~
~~the following purposes shall be~~
~~paid~~
~~out~~
~~of~~
~~the~~
~~Company’s~~
~~distributable profits:~~
~~(1) acquisition of rights to buy-~~
~~back shares of the Company;~~
~~(2) modification of any agreement~~
~~for~~
~~repurchasing~~
~~shares~~
~~of~~
~~the~~
~~Company;~~
~~(3)~~
~~release~~
~~of~~
~~any~~
~~of~~
~~the~~
~~Company’s obligations under any~~
~~agreement~~
~~for~~
~~repurchasing~~
~~its~~
~~shares.~~
~~(IV) after the aggregate nominal~~
~~value of the cancelled shares has~~
~~been deducted from the registered~~
~~capital~~
~~of~~
~~the~~
~~Company~~
~~in~~
~~accordance~~
~~with~~
~~the~~
~~relevant~~
~~requirements, the amount deducted~~
~~from the distributable profits for~~
~~payment for repurchasing shares at~~
~~their~~
~~nominal~~
~~value~~
~~shall~~
~~be~~
~~accounted for in the Company’s~~
~~capital common reserve account.~~
~~Where~~
~~the~~
~~laws,~~
~~administrative~~
~~regulations,~~
~~departmental~~
~~rules,~~
~~normative documents and relevant~~
~~requirements~~
~~of~~
~~the~~
~~Securities~~
~~Regulatory Authorities in the place~~
~~where the Company’s shares are~~
~~listed contain any other provisions~~
~~in~~
~~respect~~
~~of~~
~~the~~
~~accounting~~
~~treatment~~
~~related~~
~~to~~
~~the~~
~~aforementioned~~
~~share~~
~~buy-back,~~
~~such provisions shall prevail.~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
33
~~Save~~
~~as~~
~~otherwise~~
~~specified by laws, administrative~~		 Article 29 Shares of the Company
may be transferred in accordance		 The Mandatory
Provisions
on
~~regulations,~~
~~departmental~~
~~rules,~~		 with the laws. Transfer of overseas which
the
~~normative documents and relevant~~ listed foreign shares listed in Hong original
article
~~provisions~~
~~of~~
~~the~~
~~Securities~~		 Kong shall be registered with the is
based
has
~~Regulatory Authorities in the place~~ share registrar designated by the been abolished,
~~where the Company’s shares are~~ Company. and the relevant
~~listed, s~~hares of the Company may contents
are
be transferred ~~free from any liens~~ deleted
in
accordance
with
the
laws.
Transfer of overseas listed foreign
shares listed in Hong Kong shall be
registered with the share registrar
designated by the Company.
~~Article 34 All fully paid overseas~~ The
Opinion
~~listed foreign shares listed on the~~ Letter
on
the
~~Hong Kong Stock Exchange may~~ Supplementation
~~be transferred freely in accordance~~ and
~~with these Articles of Association.~~ Amendment
of
~~However, the Board may refuse to~~ Articles
of
~~recognize~~
~~any~~
~~instrument~~
~~of~~		 Association
of
~~transfer without any reasons unless~~ Companies
~~the~~
~~following~~
~~conditions~~
~~are~~		 Listing in Hong
~~satisfied:~~ Kong on which
the
original
~~(1) instrument of transfer and any~~ article is based
~~other~~
~~documents~~
~~related~~
~~to~~
~~or~~		 is
no
longer
~~affecting the title of any shares~~ applicable, and
~~shall be registered, and payment~~ the
relevant
~~shall be made to the Company for~~ contents
are
~~such registration according to the~~ deleted
~~standard charges stipulated by the~~
~~listing rules of the places where the~~
~~shares of the Company are listed;~~

– 26 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(2) the instrument of transfer only~~
~~relates~~
~~to~~
~~the~~
~~overseas~~
~~listed~~
~~foreign shares listed on the Hong~~
~~Kong Stock Exchange;~~
~~(3) the stamp duty required by the~~
~~laws~~
~~of~~
~~Hong~~
~~Kong~~
~~for~~
~~the~~
~~instrument of transfer has been~~
~~paid;~~
~~(4) the relevant share certificates~~
~~and evidence reasonably required~~
~~by the Board showing that the~~
~~transferor has the right to transfer~~
~~such shares shall be provided;~~
~~(5)~~
~~if~~
~~the~~
~~shares~~
~~are~~
~~to~~
~~be~~
~~transferred to joint holders, the~~
~~number~~
~~of~~
~~joint~~
~~shareholders~~
~~registered shall not exceed four~~
~~(4);~~
~~(6) the relevant shares are free~~
~~from all liens of the Company.~~
~~If the Board of Directors refuses to~~
~~register the transfer of shares, a~~
~~notice~~
~~of~~
~~the~~
~~rejection~~
~~of~~
~~registration~~
~~of~~
~~such~~
~~transfer~~
~~of~~
~~shares~~
~~shall~~
~~be~~
~~issued~~
~~to~~
~~the~~
~~transferor and the transferee within~~
~~two (2) months upon the duly~~
~~submission of transfer application.~~
~~Section~~
~~4~~
~~Financial Assistance~~		 The Mandatory
~~for Purchase of Company Shares~~ Provisions on
which the
original section
is based has
been abolished,
and the relevant
contents are
deleted

– 27 –

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments
Articles after Amendments
Amendments
~~Article 39 The Company or its~~ The Mandatory
~~subsidiaries~~
~~(including~~
~~affiliated~~		 Provisions on
~~companies of the Company) shall~~ which the
~~not, by any means and at any time,~~ original article
~~provide any financial assistance to~~ is based has
~~purchasers or potential purchasers~~ been abolished,
~~of~~
~~the~~
~~Company’s~~
~~shares.~~
~~The~~		 and the relevant
~~aforesaid~~
~~purchasers~~
~~include~~		 contents are
~~persons~~
~~directly~~
~~or~~
~~indirectly~~		 deleted
~~undertaking~~
~~obligations~~
~~due~~
~~to~~
~~purchase of the Company’s shares.~~
~~The Company or its subsidiaries~~
~~(including affiliated companies of~~
~~the Company) shall not, by any~~
~~means and at any time, provide any~~
~~financial assistance to the aforesaid~~
~~obligors~~
~~for~~
~~the~~
~~purpose~~
~~of~~
~~reducing~~
~~or~~
~~discharging~~
~~their~~
~~obligations.~~
~~The provisions of this Article shall~~
~~not~~
~~apply~~
~~to~~
~~the~~
~~circumstances~~
~~described in Article 41 of these~~
~~Articles of Association.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~40 The~~
~~term~~
~~“financial~~		 The Mandatory
~~assistance”~~
~~mentioned~~
~~in~~
~~this~~		 Provisions on
~~section~~
~~shall~~
~~include~~
~~(but~~
~~not~~		 which the
~~limited to) the following:~~ original article
is based has
~~(1) gift;~~ been abolished,
and the relevant
~~(2)~~
~~guarantee~~
~~(including~~
~~the~~		 contents are
~~undertaking~~
~~of~~
~~liability~~
~~or~~		 deleted
~~provisions~~
~~of~~
~~property~~
~~by~~
~~the~~
~~guarantor in order to guarantee the~~
~~performance of the obligation by~~
~~the obligor), indemnity (excluding,~~
~~however, indemnity arising from~~
~~the~~
~~Company’s~~
~~own~~
~~fault)~~
~~and~~
~~termination or waiver of rights;~~
~~(3) provision of a loan or signing of~~
~~a~~
~~contract~~
~~under~~
~~which~~
~~the~~
~~obligations of the Company are to~~
~~be fulfilled prior to the fulfillment~~
~~of the obligations of the other party~~
~~to the contract, and a change in the~~
~~party to such loan or contract as~~
~~well as the assignment of rights~~
~~under such loan or contract;~~
~~(4) financial assistance in any other~~
~~form~~
~~when~~
~~the~~
~~Company~~
~~is~~
~~insolvent or has no net assets or~~
~~when such assistance would lead to~~
~~a~~
~~significant~~
~~reduction~~
~~in~~
~~the~~
~~Company’s net assets.~~
~~For the purposes of this section, the~~
~~term “undertake obligations” shall~~
~~include~~
~~the~~
~~undertaking~~
~~of~~
~~an~~
~~obligation~~
~~by~~
~~the~~
~~obligor~~
~~by~~
~~entering into a contract or making~~
~~an arrangement, whether or not~~
~~such contract or arrangement is~~
~~enforceable and whether or not~~
~~such obligation is assumed by the~~
~~obligor individually or jointly with~~
~~any other person, or by changing~~
~~its financial position in any other~~
~~way.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 41 The acts listed below~~ The Mandatory
~~shall not be regarded as the acts~~ Provisions on
~~prohibited under Article 39 of these~~ which the
~~Articles of Association:~~ original article
is based has
~~(1)~~
~~the~~
~~Company~~
~~provides~~
~~the~~		 been abolished,
~~relevant financial assistance in the~~ and the relevant
~~interests of the Company in good~~ contents are
~~faith, and the primary purpose of~~ deleted
~~the said financial assistance is not~~
~~to purchase the Company’s shares,~~
~~or the said financial assistance is a~~
~~part~~
~~of~~
~~a~~
~~master~~
~~plan~~
~~of~~
~~the~~
~~Company;~~
~~(2) the Company distributes its~~
~~assets as dividends in accordance~~
~~with the law;~~
~~(3)~~
~~the~~
~~Company~~
~~distributes~~
~~dividends in the form of shares;~~
~~(4)~~
~~the~~
~~Company~~
~~reduces~~
~~its~~
~~registered capital, repurchases its~~
~~shares~~
~~and~~
~~adjusts~~
~~the~~
~~equity~~
~~structure in accordance with the~~
~~Articles of Association;~~
~~(5) the Company provides a loan~~
~~for its normal business operations~~
~~within its business scope (provided~~
~~that such financial assistance shall~~
~~not result in a reduction in the net~~
~~assets of the Company, or in the~~
~~event~~
~~of~~
~~such~~
~~reduction,~~
~~such~~
~~financial assistance is provided out~~
~~of the distributable profit of the~~
~~Company);~~
~~(6)~~
~~the~~
~~Company~~
~~provides~~
~~the~~
~~funding for employee share scheme~~
~~(provided~~
~~that~~
~~such~~
~~financial~~
~~assistance shall not result in a~~
~~reduction in the net assets of the~~
~~Company, or in the event of such~~
~~reduction, such financial assistance~~
~~is provided out of the distributable~~
~~profit of the Company).~~

– 30 –

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

APPENDIX I

Basis of
Articles before Amendments **Articles after ** Amendments
Amendments
Article
44
The
Company		 shall Article 36
The		 Company shall The Mandatory
establish a register of shareholders establish a register of shareholders Provisions on
in
accordance
with
certificates		 in accordance with certificates which the
from the share registrar, and ~~shall~~
~~register~~
~~therein~~
~~the~~
~~following~~		 from the share registrar, and the
shareholders’ register is sufficient		 original
article
is
based
has
~~particulars:~~ evidence of the
shareholders’		 been abolished,
shareholdings in the Company. and the relevant
~~(1)~~
~~the~~
~~name~~
~~(title),~~
~~address~~		 contents are
~~(domicile), occupation or nature of~~ deleted; the
~~each shareholder;~~ relevant
wordings are
~~(2) the class and number of ~~ ~~shares~~ standardized
~~held by each shareholder;~~ according to
Article
31		 of
~~(3) the amount paid or payable for~~ the
Guidelines
~~the~~
~~shares~~
~~held~~
~~by~~		 ~~each~~ on Articles of
~~shareholder;~~ Association
~~(4) the serial number of the share~~
~~certificate~~
~~held~~
~~by~~		 ~~each~~
~~shareholder;~~
~~(5)~~
~~the~~
~~date~~
~~on~~
~~which~~		 ~~each~~
~~shareholder~~
~~is~~
~~registered~~		 ~~as~~
~~a~~
~~shareholder;~~
~~(6)~~
~~the~~
~~date~~
~~on~~
~~which~~		 ~~each~~
~~shareholder~~
~~ceases~~
~~to~~		 ~~be~~
~~a~~
~~shareholder.~~
~~T~~he
shareholders’
register
is
sufficient
evidence
of		 the
shareholders’ shareholdings in the
Company ~~unless there is evidence~~
~~to the contrary.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 45 The Company may keep~~ The Mandatory
~~overseas the register of holders of~~ Provisions on
~~overseas listed foreign shares and~~ which the
~~entrust the administration thereof~~ original article
~~to an overseas agent in accordance~~ is based has
~~with~~
~~the~~
~~understanding~~
~~and~~		 been abolished,
~~agreement~~
~~reached~~
~~between~~
~~the~~		 and the relevant
~~Securities Regulatory Authorities~~ contents are
~~and~~
~~the~~
~~overseas~~
~~Securities~~		 deleted
~~Regulatory~~
~~Authorities.~~
~~The~~
~~original~~
~~register~~
~~of~~
~~holders~~
~~of~~
~~overseas listed foreign shares listed~~
~~in the Hong Kong Stock Exchange~~
~~shall be kept in Hong Kong.~~
~~The Company shall keep at its~~
~~domicile a copy of the register of~~
~~holders of overseas listed foreign~~
~~shares.~~
~~The~~
~~entrusted~~
~~overseas~~
~~agent shall always ensure that the~~
~~original and copies of the register~~
~~of~~
~~holders~~
~~of~~
~~overseas~~
~~listed~~
~~foreign shares are consistent.~~
~~Where the original and copies of~~
~~the register of holders of overseas~~
~~listed~~
~~foreign~~
~~shares~~
~~are~~
~~inconsistent,~~
~~the~~
~~original~~
~~shall~~
~~prevail.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments **Articles after ** Amendments
Amendments
~~Article~~
~~46~~
~~The~~
~~Company~~
~~shall~~		 The Mandatory
~~keep~~
~~a~~
~~complete~~
~~shareholders’~~		 Provisions on
~~register. The shareholders’ register~~ which the
~~shall include the following parts:~~ original article
is based has
~~(1)~~
~~a~~
~~register~~
~~kept~~
~~at~~
~~the~~		 been abolished,
~~Company’s~~
~~domicile~~
~~other~~
~~than~~		 and the relevant
~~those specified in items (2) and (3)~~ contents are
~~of this Article;~~ deleted
~~(2) the register(s) of holders of~~
~~overseas listed foreign shares kept~~
~~in the place(s) of the overseas~~
~~stock exchange(s) where the shares~~
~~are listed;~~
~~(3) registers of shareholders kept in~~
~~other places as the Board may~~
~~decide and consider necessary for~~
~~listing purposes.~~

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 47 The various parts of the~~ The Mandatory
~~register of shareholders shall not~~ Provisions and
~~overlap with each another. The~~ the relevant
~~transfer of shares registered in a~~ provisions
~~certain~~
~~part~~
~~of~~
~~the~~
~~register~~
~~of~~		 under the Rules
~~shareholders shall not, during the~~ Governing the
~~continuance of the registration of~~ Listing of
~~such shares, be registered in any~~ Securities on
~~other part of the register.~~ The Stock
Exchange of
~~Changes and corrections to each~~ Hong Kong
~~part of the register of shareholders~~ Limited
~~shall be carried out in accordance~~ (hereinafter
~~with the law of the places where~~ referred to as
~~each part is kept. The Company~~ the Hong Kong
~~must ensure that all of the title~~ Listing Rules)
~~documents of the securities listed~~ on
which		 the
~~on the Hong Kong Stock Exchange~~ original article
~~(including~~
~~share~~
~~certificates)~~		 is
based		 have
~~include the statements as follows.~~ been abolished,
~~The Company shall instruct and~~ and the relevant
~~procure the share registrars not to~~ contents are
~~register the subscription, purchase~~ deleted
~~or transfer of shares in the name of~~
~~any individual holder unless and~~
~~until he/she submits such properly~~
~~executed~~
~~forms~~
~~to~~
~~the~~
~~share~~
~~registrars which shall include the~~
~~statements as follows:~~
~~(1) the share purchasers and the~~
~~Company~~
~~and~~
~~each~~
~~of~~
~~the~~
~~shareholders, and the Company and~~
~~each of the shareholders shall agree~~
~~to observe and comply with the~~
~~requirements of the Company Law,~~
~~the Special Regulations of the State~~
~~Council on the Overseas Share~~
~~Offering and Listing of Joint Stock~~
~~Limited Companies, other relevant~~
~~laws~~
~~and~~
~~regulations~~
~~and~~
~~the~~
~~Articles of Association;~~

– 34 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~(2) The share purchasers and the Company, each of the shareholders, Directors, Supervisors and senior management members of the Company shall agree, and the Company acting for itself and on behalf of each Director, Supervisor and senior management member shall agree with each shareholder, that all disputes or claims incurred as a result of the Articles of Association or disputes or claims incurred as a result of the rights and obligation provided by the Company Law or other relevant laws or regulations of the PRC or in relation to the affairs of the Company shall be submitted to arbitration in accordance with the Articles of Association, and any submission to arbitration shall be deemed to authorize the arbitration tribunal to conduct hearing in open session and to publish its award. Such arbitration shall be final and conclusive;~~

~~(3) The share purchasers and the Company and each of the shareholders agree that the shares of the Company may be freely transferred by the holder thereof;~~

~~(4) The share purchasers authorize the Company to enter into a contract on their behalf with each of the Directors and senior management members. Pursuant to the contract, the Directors and senior management members undertake to observe and fulfil their responsibilities to the shareholders under the Articles of Association.~~

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

APPENDIX I

Articles before Amendments
Articles after Amendments
Basis of
Amendments
~~Article 50 If any person objects to~~
~~the register of shareholders and~~
~~requests~~
~~to~~
~~have~~
~~his/her~~
~~name~~
~~(title) recorded in or deleted from~~
~~the register of shareholders, the~~
~~said person may apply to the court~~
~~with~~
~~jurisdiction~~
~~to~~
~~correct~~
~~the~~
~~register of shareholders.~~
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted
~~Article 51 If any shareholder in the~~
~~register~~
~~of~~
~~shareholders~~
~~or~~
~~any~~
~~person requesting to have his/her~~
~~name (title) recorded in the register~~
~~of shareholders loses his/her share~~
~~certificates~~
~~(i.e.~~
~~“the~~
~~Original~~
~~Share~~
~~Certificates”),~~
~~the~~
~~said~~
~~shareholder or person may apply to~~
~~the Company to issue replacement~~
~~certificates in respect of the said~~
~~shares (i.e. “the Relevant Shares”).~~
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted

~~If a shareholder whose share certificate of Domestic Shares has been lost applies to the Company for a replacement new share certificate, it shall be dealt with in accordance with the relevant provisions of the Company Law.~~

~~If a shareholder whose share certificate of overseas listed foreign shares has been lost applies to the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of the stock exchange or other relevant provisions of the place where the original register of holders of overseas listed foreign shares is maintained.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~If a shareholder whose share certificate of overseas listed foreign shares has been lost, the issue of a replacement new share certificate shall comply with the following requirements: (1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration stating the grounds upon which the application is made and the circumstances and the evidence of the pilferage, loss or destruction, and declaring that no other person is entitled to have his/her name entered in the register of shareholders in respect of the Relevant Shares.~~

~~(2) Before the Company decides to issue the replacement new share certificate, no statement made by any person other than the applicant declaring that his/her name shall be entered in the register of shareholders in respect of such shares has been received.~~

~~(3) The Company shall, if it decides to issue a replacement new share certificate, publish an announcement in respect of the issue of a replacement new share certificate in such newspapers as may be designated by the Board; the period of announcement shall be ninety (90) days and the announcement shall be reissued at least once every thirty (30) days.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~(4) The Company shall, prior to the publication of the announcement of its proposed issue of a replacement new share certificate, submit to the stock exchange on which its shares are listed a copy of the announcement to be published, and may publish the announcement upon receiving confirmation from such stock exchange that the announcement has been exhibited at the premises of the said stock exchange. Such announcement shall be exhibited at the premises of the said stock exchange for a period of ninety (90) days. If the application for replacement of a share certificate is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a photocopy of the announcement to be published. (5) If, upon expiry of the 90-day period referred to in items (3) and (4) of this Article, the Company has not received from any person any objection to such application in respect of the issue of replacement share certificate, the Company may issue a replacement new share certificate to the applicant accordingly.~~

– 38 –

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~(6) Where the Company issues a~~
~~replacement new share certificate~~
~~under~~
~~this~~
~~Article,~~
~~it~~
~~shall~~
~~immediately cancel the Original~~
~~Share Certificates and record the~~
~~cancellation and replacement issue~~
~~in~~
~~the~~
~~register~~
~~of~~
~~shareholders~~
~~accordingly.~~
~~(7) All expenses relating to the~~
~~cancellation of the Original Share~~
~~Certificates and the issue of a~~
~~replacement new share certificate~~
~~by the Company shall be borne by~~
~~the applicant and the Company is~~
~~entitled to refuse to take any action~~
~~until the applicant has provided~~
~~reasonable security.~~
~~Article 52 Where the Company~~ The Mandatory
~~issues a new replacement share~~ Provisions on
~~certificate pursuant to the Articles~~ which the
~~of Association, the name (title) of a~~ original article
~~bona~~
~~fide~~
~~purchaser~~
~~gaining~~		 is based has
~~possession~~
~~of~~
~~such~~
~~new~~
~~share~~		 been abolished,
~~certificate or the person who is~~ and the relevant
~~subsequently entered in the register~~ contents are
~~of shareholders as holder of such~~ deleted
~~shares (if he/she is a bona fide~~
~~purchaser) shall not be removed~~
~~from the register of shareholders.~~
~~Article 53 The Company shall not~~ The Mandatory
~~be liable for any damages suffered~~ Provisions on
~~by any person arising from the~~ which the
~~cancellation of the Original Share~~ original article
~~Certificates or the issuance of a~~ is based has
~~new replacement share certificate,~~ been abolished,
~~unless the claimant can prove that~~ and the relevant
~~the~~
~~Company~~
~~has~~
~~committed~~
~~a~~		 contents are
~~fraudulent act.~~ deleted

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 56 ~~A shareholder of the~~ Article 41 A shareholder shall The Mandatory ~~Company is a person who lawfully~~ enjoy the relevant rights and Provisions on ~~holds shares of the Company and~~ assume the relevant obligations in which the ~~has his/her name (title) recorded in~~ accordance with the class and original article ~~the register of shareholders.~~ number of shares he/she holds. is based has Shareholders holding the same been abolished, A shareholder shall enjoy the class of shares shall enjoy the same and the relevant relevant rights and assume the rights and assume the same contents are relevant obligations in accordance obligations. deleted with the class and number of shares he/she holds. Shareholders holding Where two or more persons are the same class of shares shall enjoy registered as joint holders of any the same rights and assume the shares, they shall be deemed as the same obligations. common owners of the said shares subject to the following Where two or more persons are restrictions: registered as joint holders of any shares, they shall be deemed as the (1) the Company shall not register common owners of the said shares more than four persons as joint subject to the following holders of any share; restrictions: (2) the joint holders of any share (1) the Company shall not register shall assume joint and several more than four persons as joint liabilities for all amounts payable holders of any share; for relevant share; (2) the joint holders of any share (3) if any of the joint shareholders shall assume joint and several deceases, only the surviving joint liabilities for all amounts payable shareholders shall be deemed as for relevant share; having title to the relevant shares, but the Board may, for the purpose (3) if any of the joint shareholders of modifying the register of deceases, only the surviving joint shareholders, require the surviving shareholders shall be deemed as joint shareholders to provide a having title to the relevant shares, death certificate as it deems but the Board may, for the purpose appropriate; of modifying the register of shareholders, require the surviving joint shareholders to provide a death certificate as it deems appropriate;

– 40 –

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

APPENDIX I

Basis of Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
(4) for joint shareholders of any (4) for joint shareholders of any
share,
the
person
whose
name		 share,
the
person
whose
name
stands
first
in
the
register
of		 stands
first
in
the
register
of
shareholders shall be entitled to shareholders shall be entitled to
receive
share
certificate
of
the		 receive
share
certificate
of
the
relevant share or receive notice relevant share or receive notice
from the Company, and the service from the Company, and the service
of notice to the aforesaid person of notice to the aforesaid person
shall
be
deemed
as
service
of		 shall
be
deemed
as
service
of
notice to all joint shareholders. notice to all joint shareholders.
Where
one
of
the
joint		 Where
one
of
the
joint
shareholders delivers receipt to the shareholders delivers receipt to the
Company
as
regards
to
any		 Company
as
regards
to
any
dividends,
bonus
or
return
of		 dividends,
bonus
or
return
of
capital which shall be distributed capital which shall be distributed
to such joint shareholders, such to such joint shareholders, such
receipt shall be deemed as valid receipt shall be deemed as valid
receipt
from
such
joint		 receipt
from
such
joint
shareholders to the Company. shareholders to the Company.
Article
57
The
ordinary		 Article
42
The
ordinary		 The Mandatory
shareholders of the Company shall shareholders of the Company shall Provisions on
enjoy the following rights: enjoy the following rights: which the
original article
(1) the right to receive dividends (1) the right to receive dividends is based has
and
other
distributions
in		 and
other
distributions
in		 been abolished,
proportion to their shareholdings; proportion to their shareholdings; and the relevant
contents are
(2) the right to request, convene, (2) the right to request, convene, deleted;
chair, attend or appoint a proxy to chair, attend or appoint a proxy to amended
attend
shareholders’
general		 attend
shareholders’
general		 according to
meetings and to exercise the voting meetings and to exercise the voting Article 33 of
rights according to the law; rights and the right to speak the Guidelines
according to the law; on Articles of
(3)
the
right
to
supervise
the		 Association and
Company’s business operations, to (3)
the
right
to
supervise
the		 Rules 14 and 20
present
proposals
or
to
raise		 Company’s business operations, to of Appendix A1
enquiries; present
proposals
or
to
raise		 to the Hong
enquiries; Kong Listing
(4) the right to transfer, give as a Rules
gift or pledge shares in accordance (4) the right to transfer, give as a
with
laws,
administrative		 gift or pledge shares in accordance
regulations, normative documents with
laws,
administrative
and relevant requirements of the regulations, normative documents
Securities Regulatory Authorities and relevant requirements of the
of the place where the shares of the Securities Regulatory Authorities
Company are listed as well as the of the place where the shares of the
Articles of Association; Company are listed as well as the
Articles of Association;

– 41 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
(5) ~~the right to obtain relevant~~
~~information in accordance with the~~		 (5) the access to the Articles of
Association,
the
register
of
~~Articles of Association, including:~~ shareholders
(including
the
branch register of shareholders
~~1. the right to obtain a copy of ~~the
Articles of Association, ~~subject to~~
~~payment of cost;~~		 in Hong Kong), counterfoils of
corporate
bonds,
minutes
of
shareholders’
general
meetings,
resolutions
of
the
Board,
~~2. the right to inspect and copy,~~ resolutions
of
the
Supervisory
~~subject to payment of a reasonable~~
~~charge:~~		 Committee,
financial
accounting
reports
(provided
that
the
Company may close the branch
~~(i)~~
the
register
of
~~all~~
~~the~~
shareholders~~;~~		 register of shareholders in Hong
Kong
on
terms
equivalent
to
section 632 of the Companies
~~(ii) personal particulars of each of~~
~~the~~
~~Company’s~~
~~Directors,~~
~~Supervisors~~
~~and~~
~~senior~~		 Ordinance (Chapter 622 of the
Laws of Hong Kong));
~~management members;~~ (6) in the event of the termination
or liquidation of the Company, to
~~(iii) the status of the Company’s~~ participate in the distribution of
~~share capital;~~ remaining assets of the Company
in
accordance
with
the
~~(iv)~~
~~special~~
~~resolutions~~
~~of~~		 shareholdings;
~~shareholders’ general meetings of~~
~~the Company;~~ (7) with respect to shareholders
who vote against any resolution
~~(v) reports showing the aggregate~~ adopted
at
the
shareholders’
~~nominal value, quantity, maximum~~ general meeting on the merger or
~~and minimum prices paid in respect~~ division of the Company, the right
~~of each class of shares repurchased~~ to demand the Company to buy
~~by the Company since the end of~~ back their shares;
~~the~~
~~last~~
~~financial~~
~~year~~
~~and~~
~~the~~
~~aggregate amount incurred by the~~ (8)
other
rights
under
laws,
~~Company for this purpose;~~ administrative
regulations,
departmental
rules,
normative
~~(vi)~~
minutes
of
shareholders’		 documents,
listing
rules
of
the
general meetings~~;~~ places where the shares of the
Company
are
listed
and
these
Articles of Association.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(vii) the latest audited financial~~ The Company shall not exercise
~~report;~~ any rights to freeze or otherwise
prejudice any rights attached to the
~~(viii) a copy of the latest Annual~~ shares held by any person who
~~Inspection Form that has been filed~~ directly or indirectly has interest in
~~with the PRC Administration for~~ the Company solely for the reason
~~Industry and Commerce or other~~ that such person fails to disclose to
~~competent authorities;~~ the Company any such interests.
~~(ix)~~
counterfoils
of
corporate		 Any shareholder who should have
bonds~~;~~ but failed to seek permission from
or fails to file with the regulatory
~~(x) ~~resolutions of the Board~~;~~ authorities,
or
who
has
not
completed the rectification, shall
~~(xi) ~~resolutions of the Supervisory not exercise such rights as the right
Committee~~;~~ to
request
the
convening
of
a
general meeting, voting right, right
~~(xii) ~~financial accounting reports~~.~~ of nomination, right of making
motions and right of disposition.
~~Documents of item (i) to (viii)~~ Any shareholder who has made
~~(except item (ii)) mentioned above~~ false
statements,
abused
his/her
~~shall be made available by the~~ rights as a shareholder or acted in a
~~Company,~~
~~according~~
~~to~~
~~the~~		 manner which is detrimental to the
~~requirements of the listing rules of~~ interests of the Company shall not
~~the places where the shares of the~~ exercise such rights as the right to
~~Company~~
~~are~~
~~listed,~~
~~at~~
~~the~~		 request the convening of a general
~~Company’s address in Hong Kong,~~ meeting,
voting
right,
right
of
~~for the public shareholders and~~ nomination,
right
of
making
~~holders of overseas listed foreign~~ motions and right of disposition.
~~shares to inspect free of charge~~
~~(minutes of shareholders’ general~~
~~meetings~~
~~are~~
~~available~~
~~for~~
~~inspection~~
~~by~~
~~the~~
~~shareholders~~
~~only). If the information to be~~
~~inspected~~
~~and~~
~~photocopied~~
~~involves trade secrets or inside~~
~~information of the Company, the~~
~~Company may refuse to provide~~
~~the same~~.
(6) in the event of the termination
or liquidation of the Company, to
participate in the distribution of
remaining assets of the Company
in
accordance
with
the
shareholdings;

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (7) with respect to shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company, the right to demand the Company to buy back their shares; (8) other rights under laws, administrative regulations, departmental rules, normative documents, listing rules of the places where the shares of the Company are listed and these Articles of Association. The Company shall not exercise any rights to freeze or otherwise prejudice any rights attached to the shares held by any person who directly or indirectly has interest in the Company solely for the reason that such person fails to disclose to the Company any such interests.

Any shareholder who should have but failed to seek permission from or fails to file with the regulatory authorities, or who has not completed the rectification, shall not exercise such rights as the right to request the convening of a general meeting, voting right, right of nomination, right of making motions and right of disposition. Any shareholder who has made false statements, abused his/her rights as a shareholder or acted in a manner which is detrimental to the interests of the Company shall not exercise such rights as the right to request the convening of a general meeting, voting right, right of nomination, right of making motions and right of disposition.

– 44 –

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

APPENDIX I

Basis of Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 59 If any resolution of the Article 44 If any resolution of the The section of
general
meeting
or
the
Board		 general
meeting
or
the
Board		 “Settlement of
meeting is in violation of laws and meeting is in violation of laws and Disputes” has
administrative
regulations,
the		 administrative
regulations,		 the been deleted
shareholders shall be entitled to shareholders shall be entitled to due to the
request
the
People’s
Court
to		 request
the
People’s
Court		 to abolishment of
invalidate the said resolution ~~(the~~ invalidate the said resolution. the Mandatory
~~dispute-resolution~~
~~rules~~
~~of~~
~~the~~		 Provisions, and
~~Articles of Association shall apply~~ If
the
convening
procedure		 or the relevant
~~to~~
~~holders~~
~~of~~
~~overseas~~
~~listed~~		 voting
method
of
the
general		 wordings are
~~foreign shares)~~. meeting or the Board meeting is in deleted
violation of laws, administrative
If
the
convening
procedure
or		 regulations or these Articles of
voting
method
of
the
general		 Association, or if the content of
meeting or the Board meeting is in any resolution is in violation of
violation of laws, administrative these Articles of Association, the
regulations or these Articles of shareholders shall be entitled to
Association, or if the content of apply to the People’s Court for
any resolution is in violation of revocation within sixty (60) days
these Articles of Association, the after the resolution being adopted.
shareholders shall be entitled to
apply to the People’s Court for
revocation within sixty (60) days
after the resolution being adopted
~~(the dispute-resolution rules of the~~
~~Articles of Association shall apply~~
~~to~~
~~holders~~
~~of~~
~~overseas~~
~~listed~~
~~foreign shares)~~.

– 45 –

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
In the event of any illegal or In the event of any illegal or
improper conduct in relation to improper conduct in relation to
equity
management
affairs
in		 equity
management
affairs
in
violation of laws, administrative violation of laws, administrative
regulations
and
regulatory		 regulations
and
regulatory
requirements,
the
person(s)		 requirements,
the
person(s)
responsible
for
such
illegal
or		 responsible
for
such
illegal
or
improper conduct shall compensate improper conduct shall compensate
the Company for the losses caused the Company for the losses caused
thereby;
shareholders
who
are		 thereby;
shareholders
who
are
responsible for illegal or improper responsible for illegal or improper
conduct shall be held accountable conduct shall be held accountable
accordingly
in
accordance
with		 accordingly
in
accordance
with
laws,
administrative
regulations		 laws,
administrative
regulations
and
regulatory
requirements;		 and
regulatory
requirements;
where the Company or the person where the Company or the person
in charge of equity management in charge of equity management
affairs
and
other
persons
are		 affairs
and
other
persons
are
responsible
for
the
illegal
or		 responsible
for
the
illegal
or
improper conduct, they shall be improper conduct, they shall be
held
accountable
in
accordance		 held
accountable
in
accordance
with
the
laws,
administrative		 with
the
laws,
administrative
regulations,
regulatory		 regulations,
regulatory
requirements and the internal rules requirements and the internal rules
of the Company. of the Company.

– 46 –

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 60If any Director or senior Article 45If any Director or senior The section of
management
violates
laws,		 management
violates
laws,		 “Settlement of
administrative regulations or these administrative regulations or these Disputes” has
Articles of Association in fulfilling Articles of Association in fulfilling been deleted
their duties, thereby causing any their duties, thereby causing any due to the
loss
to
the
Company,
the		 loss
to
the
Company,
the		 abolishment of
shareholder(s)
individually
or		 shareholder(s)
individually
or		 the Mandatory
jointly holding one per cent (1%) jointly holding one per cent (1%) Provisions, and
or
more
of
the
shares
of
the		 or
more
of
the
shares
of
the		 the relevant
Company
for
one
hundred
and		 Company
for
one
hundred
and		 wordings are
eighty (180) or more consecutive eighty (180) or more consecutive deleted
days shall be entitled to request the days shall be entitled to request the
Supervisory Committee in writing Supervisory Committee in writing
to institute legal proceedings to the to institute legal proceedings to the
people’s court. If the Supervisory people’s court. If the Supervisory
Committee
violates
laws,		 Committee
violates
laws,
administrative regulations or these administrative regulations or these
Articles of Association in fulfilling Articles of Association in fulfilling
its duties, thereby causing any loss its duties, thereby causing any loss
to the Company, the shareholders to the Company, the shareholders
shall be entitled to request the shall be entitled to request the
Board in writing to institute legal Board in writing to institute legal
proceedings to the People’s Court proceedings to the People’s Court.
~~(the dispute-settlement rules of the~~
~~Articles of Association shall apply~~
~~to~~
~~holders~~
~~of~~
~~overseas~~
~~listed~~
~~foreign shares)~~.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
If the Supervisory Committee or If the Supervisory Committee or
the Board refuses to institute legal the Board refuses to institute legal
proceedings after receipt of the proceedings after receipt of the
aforesaid written request from the aforesaid written request from the
shareholders or does not institute shareholders or does not institute
legal proceedings within thirty (30) legal proceedings within thirty (30)
days
after
receipt
of
the
said		 days
after
receipt
of
the
said
request, or if the circumstance is request, or if the circumstance is
urgent
and
any
delay
of
legal		 urgent
and
any
delay
of
legal
proceedings may cause irreparable proceedings may cause irreparable
damage
to
the
interests
of
the		 damage
to
the
interests
of
the
Company,
the
shareholders
as		 Company,
the
shareholders		 as
specified
in
the
preceding		 specified
in
the
preceding
paragraph
shall
be
entitled
to		 paragraph
shall
be
entitled		 to
directly institute legal proceedings directly institute legal proceedings
to the people’s court in their own to the people’s court in their own
names
for
the
interests
of
the		 names
for
the
interests
of
the
Company
~~(the~~
~~dispute-resolution~~		 Company.
~~rules of the Articles of Association~~
~~shall apply to holders of overseas~~ If any other person infringes upon
~~listed foreign shares)~~. the legitimate rights and interests
of the Company, thereby causing
If any other person infringes upon any
loss
to
the
Company,
the
the legitimate rights and interests shareholder(s) as mentioned in the
of the Company, thereby causing first paragraph of this Article may
any
loss
to
the
Company,
the		 institute legal proceedings to the
shareholder(s) as mentioned in the People’s Court according to the
first paragraph of this Article may provisions of the two preceding
institute legal proceedings to the paragraphs.
People’s Court according to the
provisions of the two preceding
paragraphs.
Article 61If any Director or senior Article 46If any Director or senior The section of
management
violates
laws,		 management
violates
laws,		 “Settlement of
administrative regulations or these administrative regulations or these Disputes” has
Articles
of Association,
thereby		 Articles
of Association,
thereby		 been deleted
causing
any
loss
to
the		 causing
any
loss
to
the		 due to the
shareholders, the shareholders may shareholders, the shareholders may abolishment of
institute legal proceedings to the institute legal proceedings to the the Mandatory
People’s
Court
~~(the~~
~~dispute-~~		 People’s Court. Provisions, and
~~resolution rules of the Articles of~~ the relevant
~~Association shall apply to holders~~ wordings are
~~of overseas listed foreign shares)~~. deleted

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article
62
The
ordinary		 Article
47
The
ordinary		 The Mandatory
shareholders of the Company shall shareholders of the Company shall Provisions on
have the following obligations: have the following obligations: which the
original article
(1) to abide by laws, administrative (1) to abide by laws, administrative is based has
regulations and these Articles of regulations and these Articles of been abolished,
Association; Association; and the relevant
contents are
(2) to pay capital contribution for (2) to pay capital contribution for deleted
the shares subscribed for in the the shares subscribed for in the
prescribed method of subscription; prescribed method of subscription;
(3) except as otherwise provided (3) except as otherwise provided
by
laws
and
regulations,		 by
laws
and
regulations,
withdrawal of share capital shall be withdrawal of share capital shall be
permitted; permitted;
(4) not to remove any Director, (4) not to remove any Director,
Supervisor or senior management Supervisor or senior management
members of the Company without members of the Company without
the
approval
by
the
general		 the
approval
by
the
general
meeting and/or the Board; meeting and/or the Board;
(5)
not
to
interfere
with
the		 (5)
not
to
interfere
with
the
operation and management of the operation and management of the
Company
in
violation
of
any		 Company
in
violation
of
any
requirement
of
laws,		 requirement
of
laws,
administrative regulations or the administrative regulations or the
Articles of Association; Articles of Association;

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
(6) not to abuse shareholder’s right (6) not to abuse shareholder’s right
to prejudice the interests of the to prejudice the interests of the
Company or other shareholders; Company or other shareholders;
not to abuse the independent status not to abuse the independent status
of legal person of the Company or of legal person of the Company or
shareholder’s limited liability to shareholder’s limited liability to
prejudice
the
interests
of
the		 prejudice
the
interests
of
the
creditors
of
the
Company.		 creditors
of
the
Company.
Shareholders of the Company who Shareholders of the Company who
abuse their shareholder’s rights and abuse their shareholder’s rights and
thereby
causing
loss
to
the		 thereby
causing
loss
to
the
Company
or
other
shareholders		 Company
or
other
shareholders
shall be liable for compensation shall be liable for compensation
according
to
the
law.
Where		 according
to
the
law.
Where
shareholders of the Company abuse shareholders of the Company abuse
the
independent
status
of
legal		 the
independent
status
of
legal
person of the Company and the person of the Company and the
limited liability of shareholders for limited liability of shareholders for
the purposes of evading repayment the purposes of evading repayment
of
debts,
thereby
materially		 of
debts,
thereby
materially
impairing
the
interests
of
the		 impairing
the
interests
of
the
creditors of the Company, such creditors of the Company, such
shareholders shall be jointly and shareholders shall be jointly and
severally liable for the debts owed severally liable for the debts owed
by the Company. by the Company.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments shareholders of the Company (7) shareholders of the Company notify the Company in shall notify the Company in if, through subscription or advance if, through subscription or of the Company’s acquisition of the Company’s or holding of the shares of shares or holding of the shares of Company’s shareholders or the Company’s shareholders or the shareholders will otherwise, the shareholders will five per cent (5%) or more of hold five per cent (5%) or more of Company’s registered share the Company’s registered share Shareholders shall be capital. Shareholders shall be entitled to hold such formally entitled to hold such of the Company’s shares amount of the Company’s shares approval from the Securities upon approval from the Securities Authorities. Regulatory Authorities. Shareholders that hold or control Shareholders that hold or control per cent (5%) or more of the five per cent (5%) or more of the shares shall not have Company’s shares shall not have voting rights until such any voting rights until such is obtained from the approval is obtained from the Regulatory Authorities. Securities Regulatory Authorities. abovementioned shareholders The abovementioned shareholders dispose of the corresponding shall dispose of the corresponding if they are unable to obtain shares if they are unable to obtain approval from the Securities such approval from the Securities Authorities within Regulatory Authorities within (12) months from the date twelve (12) months from the date acquiring the shares. of acquiring the shares. Where a shareholder of the (8) Where a shareholder of the acquires less than 5% of Company acquires less than 5% of shares of the Company through the shares of the Company through on a stock exchange or trading on a stock exchange or transfer system or by means share transfer system or by means other than subscription for publicly other than subscription for publicly shares of the Company, issued shares of the Company, shall meet the qualification he/she shall meet the qualification requirements prescribed by the requirements prescribed by the and cooperate with the CSRC and cooperate with the in filing a record with Company in filing a record with dispatch office of the CSRC at the dispatch office of the CSRC at place of residence. his/her place of residence.

(7) shareholders of the Company shall notify the Company in advance if, through subscription or acquisition of the Company’s shares or holding of the shares of the Company’s shareholders or otherwise, the shareholders will hold five per cent (5%) or more of the Company’s registered share capital. Shareholders shall be formally entitled to hold such amount of the Company’s shares upon approval from the Securities Regulatory Authorities. Shareholders that hold or control five per cent (5%) or more of the Company’s shares shall not have any voting rights until such approval is obtained from the Securities Regulatory Authorities. The abovementioned shareholders shall dispose of the corresponding shares if they are unable to obtain such approval from the Securities Regulatory Authorities within twelve (12) months from the date of acquiring the shares.

(8) Where a shareholder of the Company acquires less than 5% of the shares of the Company through trading on a stock exchange or share transfer system or by means other than subscription for publicly issued shares of the Company, he/she shall meet the qualification requirements prescribed by the CSRC and cooperate with the Company in filing a record with the dispatch office of the CSRC at his/her place of residence.

– 51 –

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (9) Shareholding periods of the (9) Shareholding periods of the Company’s shareholders shall Company’s shareholders shall comply with the laws, comply with the laws, administrative regulations and administrative regulations and relevant requirements of the CSRC relevant requirements of the CSRC on the shareholders of securities on the shareholders of securities companies. The shareholding companies. The shareholding period may be calculated in period may be calculated in continuance if shareholders acquire continuance if shareholders acquire equity in another securities equity in another securities company by way of share swap, company by way of share swap, etc. Shareholders shall not pledge etc. Shareholders shall not pledge their equity interests in the their equity interests in the Company during the lockup period. Company during the lockup period. Upon the expiration of the lock-up Upon the expiration of the lock-up period, the proportion of equity period, the proportion of equity interest in the Company pledged by interest in the Company pledged by a shareholder shall not exceed 50% a shareholder shall not exceed 50% of his/her equity interest in the of his/her equity interest in the Company. Where a shareholder Company. Where a shareholder pledges his/her equity interest in pledges his/her equity interest in the Company, such pledge shall not the Company, such pledge shall not prejudice the interests of other prejudice the interests of other shareholders and the Company, shareholders and the Company, shall not maliciously circumvent shall not maliciously circumvent the requirements of the lock-up the requirements of the lock-up period in respect of the equity period in respect of the equity interest, and shall not agree on the interest, and shall not agree on the exercise of his/her rights as a exercise of his/her rights as a shareholder such as voting rights shareholder such as voting rights by the pledgee or other third by the pledgee or other third parties, or transfer the control of parties, or transfer the control of his/her equity interest in the his/her equity interest in the Company in a disguised form. If Company in a disguised form. If the major assets of a shareholder the major assets of a shareholder are equities in securities are equities in securities companies, the controlling companies, the controlling shareholders and the de facto shareholders and the de facto controller of a shareholder of the controller of a shareholder of the Company shall abide by the same Company shall abide by the same lock-up period as that for such lock-up period as that for such shareholder in respect of his/her shareholder in respect of his/her equity interest in the Company, equity interest in the Company, except for the circumstances except for the circumstances approved by the CSRC according approved by the CSRC according to laws. to laws.

– 52 –

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

APPENDIX I

Articles before Amendments
Articles after Amendments
Basis of
Amendments
(10) to fulfill other obligations as
stipulated by laws, administrative
regulations and these Articles of
Association.
~~Shareholders shall not be liable for~~
~~further contribution to share capital~~
~~other than the conditions agreed to~~
~~as a subscriber of the shares at the~~
~~time of subscription.~~
(10) to fulfill other obligations as
stipulated by laws, administrative
regulations and these Articles of
Association.
Article
65
The
controlling
shareholders
and
the
de
facto
controllers of the Company shall
not use the connected relations to
prejudice
the
interests
of
the
Company; otherwise, they shall be
liable for compensation for the loss
suffered by the Company.
The controlling shareholders and the
de facto controllers of the Company
owe fiduciary duties towards the
Company and public shareholders of
the
Company.
The
controlling
shareholders shall exercise his/her
rights as a capital contributor in
strict compliance with laws. The
controlling shareholders shall not
make use of methods such as the
distribution of profits, restructuring
of
assets,
external
investments,
misappropriation
of
assets,
borrowing or loan guarantees to
prejudice the legitimate interests of
the
Company
and
public
shareholders, and shall not make use
of
their
controlling
positions
to
prejudice
the
interests
of
the
Company and public shareholders.
The controlling shareholders and the
substantial
shareholders
of
the
Company shall replenish the capital
of
the
Company
as
and
when
necessary.
Article
50
The
controlling
shareholders
and
the
de
facto
controllers of the Company shall
not use the connected relations to
prejudice
the
interests
of
the
Company; otherwise, they shall be
liable for compensation for the loss
suffered by the Company.
The controlling shareholders and the
de facto controllers of the Company
owe fiduciary duties towards the
Company and public shareholders of
the
Company.
The
controlling
shareholders shall exercise his/her
rights as a capital contributor in
strict compliance with laws. The
controlling shareholders shall not
make use of methods such as the
distribution of profits, restructuring
of
assets,
external
investments,
misappropriation
of
assets,
borrowing or loan guarantees to
prejudice the legitimate interests of
the
Company
and
public
shareholders, and shall not make use
of
their
controlling
positions
to
prejudice
the
interests
of
the
Company and public shareholders.
The controlling shareholders and the
substantial
shareholders
of
the
Company shall replenish the capital
of
the
Company
as
and
when
necessary.
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Save for the obligations imposed~~
~~by~~
~~laws,~~
~~administrative~~
~~regulations,~~
~~departmental~~
~~rules,~~
~~normative documents or required~~
~~by the listing rules of the places~~
~~where the shares of the Company~~
~~are~~
~~listed,~~
~~the~~
~~controlling~~
~~shareholders~~
~~shall~~
~~not,~~
~~in~~
~~the~~
~~exercise~~
~~of~~
~~their~~
~~shareholders’~~
~~rights, make decisions prejudicial~~
~~to the interests of all or part of the~~
~~shareholders~~
~~in~~
~~the~~
~~exercise~~
~~of~~
~~their voting rights on the issues set~~
~~forth below:~~
~~(1) releasing the responsibility of a~~
~~Director or Supervisor to act in~~
~~good faith in the best interests of~~
~~the Company;~~
~~(2) approving the expropriation by~~
~~a Director or Supervisor for his/her~~
~~own or others’ benefits, in any~~
~~guise, of the Company’s assets,~~
~~including~~
~~but~~
~~not~~
~~limited~~
~~to~~
~~opportunities~~
~~beneficial~~
~~to~~
~~the~~
~~Company;~~
~~(3) approving the expropriation by~~
~~a Director or Supervisor for his/her~~
~~own~~
~~or~~
~~others’~~
~~benefit~~
~~of~~
~~the~~
~~personal~~
~~interests~~
~~of~~
~~other~~
~~shareholders,~~
~~including~~
~~but~~
~~not~~
~~limited~~
~~to~~
~~any~~
~~rights~~
~~to~~
~~distributions and voting rights, but~~
~~excluding~~
~~restructuring~~
~~of~~
~~the~~
~~Company~~
~~submitted~~
~~to~~
~~general~~
~~meeting for approval in accordance~~
~~with these Articles of Association.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 70 The venue of a general Article 55 The venue of a general Duplicated with meeting of the Company shall be meeting of the Company shall be Article 64 of the domicile of the Company or the domicile of the Company or these Articles other location specified in the other location specified in the of Association notice of the general meeting that notice of the general meeting that and are deleted is convenient for shareholders to is convenient for shareholders to attend. After issuance of the notice attend. After issuance of the notice of a general meeting, the venue of of a general meeting, the venue of the physical general meeting shall the physical general meeting shall not be changed without just causes. not be changed without just causes. If there is a need for change, the If there is a need for change, the convener shall make an convener shall make an announcement and explain the announcement and explain the reasons at least two (2) working reasons at least two (2) working days prior to the physical meeting days prior to the physical meeting date. date. A general meeting shall usually be A general meeting shall usually be in the form of physical meeting in the form of physical meeting held on-site. The Company will held on-site. The Company will also provide internet or other also provide internet or other means to facilitate the participation means to facilitate the participation of shareholders in general meetings of shareholders in general meetings in accordance with the in accordance with the requirements of securities requirements of securities regulatory authorities or stock regulatory authorities or stock exchanges. A shareholder who exchanges. A shareholder who participates in a general meeting in participates in a general meeting in the aforesaid manners shall be the aforesaid manners shall be deemed to have been present at the deemed to have been present at the meeting. The method of meeting. The method of confirmation of the shareholders’ confirmation of the shareholders’ identities shall comply with Article identities shall comply with Article ~~49~~ of these Articles of Association. 38 of these Articles of Association. ~~If the general meeting uses the internet or other methods, the voting timing and procedures in relation to such internet or other methods shall be clearly stated in the notice of the general meeting.~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Provided that a general meeting is Provided that a general meeting is
legally
and
validly
held,
the		 legally
and
validly
held,		 the
Company
shall
facilitate
the		 Company
shall
facilitate		 the
participation of shareholders in the participation of shareholders in the
general meeting by giving priority general meeting by giving priority
to online voting platform and other to online voting platform and other
modern
information
technology		 modern
information
technology
means through a variety of ways means through a variety of ways
and methods. and methods.
If the Company cannot hold the If the Company cannot hold the
general meeting within the periods general meeting within the periods
set forth in Articles ~~68 and 69 ~~of set forth in Articles 53 and 54 of
these Articles of Association, the these Articles of Association, the
Company
shall
report,
together		 Company
shall
report,
together
with the reasons thereof, to the with the reasons thereof, to the
local branch of the CSRC of the local branch of the CSRC of the
Company’s
domicile
and
the		 Company’s
domicile
and		 the
domestic stock exchange where the domestic stock exchange where the
Company’s shares are listed, and Company’s shares are listed, and
publish an announcement. publish an announcement.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 71 The general meetings Article 56 The general meetings Amended
shall be convened by the Board of shall be convened by the Board of according to
Directors.
The
Supervisory		 Directors.
The
Supervisory		 Article 18 of
Committee or shareholders may Committee or shareholders may the Measures
convene the general meeting on convene the general meeting on for Independent
their own initiative, subject to the their own initiative, subject to the Directors
relevant requirements specified in relevant requirements specified in
this section. this section.
~~Half~~
~~or~~
~~more~~
~~of~~
Independent
Directors
shall
be
entitled
to		 More than half of Independent
Directors
shall
be
entitled
to
propose to the Board to convene an propose to the Board to convene an
extraordinary general meeting. The extraordinary general meeting. The
Board shall, in accordance with Board shall, in accordance with
laws,
administrative
regulations		 laws,
administrative
regulations
and these Articles of Association, and these Articles of Association,
inform in writing whether it agrees inform in writing whether it agrees
or
disagrees
to
convene
an		 or
disagrees
to
convene
an
extraordinary
general
meeting		 extraordinary
general
meeting
within ten (10) days upon receipt within ten (10) days upon receipt
of the proposal. of the proposal.
If the Board agrees to convene the If the Board agrees to convene the
extraordinary general meeting, it extraordinary general meeting, it
shall serve a notice of such meeting shall serve a notice of such meeting
within
five
(5)
days
after
the		 within
five
(5)
days
after
the
resolution is made by the Board. If resolution is made by the Board. If
the Board does not agree to hold the Board does not agree to hold
the extraordinary general meeting, the extraordinary general meeting,
it
shall
give
the
reasons
and		 it
shall
give
the
reasons
and
publish an announcement thereof. publish an announcement thereof.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 73 Shareholder(s) severally Article 58 Shareholder(s) severally The Mandatory or jointly holding ten per cent or jointly holding ten per cent Provisions on (10%) or more of the shares of the (10%) or more of the shares of the which the Company shall be entitled to Company shall be entitled to original article request the Board to convene an request the Board to convene an is based has extraordinary general meeting ~~or~~ extraordinary general meeting, and been abolished, ~~class meeting~~ , and shall put shall put forward such request to and the forward such request to the Board the Board in writing. The Board Company does in writing. The Board shall, shall, pursuant to laws, not have class pursuant to laws, administrative administrative regulations and shares, the regulations and these Articles of these Articles of Association, relevant Association, inform in writing inform in writing whether it agrees contents are whether it agrees or disagrees to or disagrees to convene the deleted convene the extraordinary general extraordinary general meeting meeting ~~or class meeting~~ within ten within ten (10) days upon receipt (10) days upon receipt of the of the proposal. proposal. If the Board agrees to convene the If the Board agrees to convene the extraordinary general meeting, it extraordinary general meeting ~~or~~ shall serve a notice of such meeting ~~class meeting~~ , it shall serve a within five (5) days after the notice of such meeting within five resolution is made by the Board. In (5) days after the resolution is the event of any change to the made by the Board. In the event of original proposal set forth in the any change to the original proposal notice, the consent of relevant set forth in the notice, the consent shareholder(s) shall be obtained. of relevant shareholder(s) shall be obtained. If the Board does not agree to hold the extraordinary general meeting If the Board does not agree to hold or fails to respond within ten (10) the extraordinary general meeting days upon receipt of the proposal, ~~or class meeting~~ or fails to respond shareholder(s) severally or jointly within ten (10) days upon receipt holding ten per cent (10%) or more of the proposal, shareholder(s) of the shares of the Company shall severally or jointly holding ten per be entitled to propose to the cent (10%) or more of the shares of Supervisory Committee to convene the Company shall be entitled to an extraordinary general meeting, propose to the Supervisory and shall put forward such request Committee to convene an to the Supervisory Committee in extraordinary general meeting ~~or a~~ writing. ~~class meeting~~ , and shall put forward such request to the Supervisory Committee in writing.

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

APPENDIX I

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

The Supervisory Committee or the convening shareholders shall submit the supporting documents to the local branch of the CSRC of the Company’s domicile and the stock exchange upon the issuance of the notice of the general meeting and the announcement of the resolutions of the general meeting.

The Supervisory Committee or the convening shareholders shall submit the supporting documents to the local branch of the CSRC of the Company’s domicile and the stock exchange upon the issuance of the notice of the general meeting and the announcement of the resolutions of the general meeting.

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

APPENDIX I

Articles before Amendments
Articles after Amendments
Basis of
Amendments
Article 74 Where the Supervisory
Committee
or
shareholders
convene a meeting by themselves
in accordance with the provisions
of this section, a written notice
shall be sent to the Board and filed
with
the
Securities
Regulatory
Authorities where the Company is
located
and
relevant
stock
exchange.
The
Board
and
the
secretary
of
the
Board
shall
cooperate
in
terms
of
such
meetings. The Board shall provide
the register of shareholders on the
shareholding
record
date.
The
expenses
reasonably
accrued
therefrom shall be borne by the
Company~~and be deducted from the~~
~~amounts due by the Company to~~
~~the negligent Directors~~.
Article 59 Where the Supervisory
Committee
or
shareholders
convene a meeting by themselves
in accordance with the provisions
of this section, a written notice
shall be sent to the Board and filed
with
the
Securities
Regulatory
Authorities where the Company is
located
and
relevant
stock
exchange.
The
Board
and
the
secretary
of
the
Board
shall
cooperate
in
terms
of
such
meetings. The Board shall provide
the register of shareholders on the
shareholding
record
date.
The
expenses
reasonably
accrued
therefrom shall be borne by the
Company.
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted
Article
77
Where
an
annual
general meeting is convened by the
Company, it shall issue a written
notice ~~twenty (20) ~~days prior to the
convening of the meeting; where
an extraordinary general meeting is
convened by the Company, it shall
issue a written notice fifteen (15)
days prior to the convening of the
meeting to notify all the registered
shareholders
of
the
matters
proposed to be considered as well
as
the
date
and
venue
of
the
meeting.
Provisions
otherwise
provided by the laws, regulations,
the
Securities
Regulatory
Authorities in the place(s) where
the shares of the Company are
listed and the Stock Exchange shall
prevail.
When calculating the time limit of
the notice, the date of the meeting
convened shall be excluded.
Article
62
Where
an
annual
general meeting is convened by the
Company, it shall issue a written
notice twenty-one (21) days prior
to the convening of the meeting;
where
an
extraordinary
general
meeting
is
convened
by
the
Company, it shall issue a written
notice fifteen (15) days prior to the
convening of the meeting to notify
all the registered shareholders of
the
matters
proposed
to
be
considered as well as the date and
venue of the meeting. Provisions
otherwise provided by the laws,
regulations,
the
Securities
Regulatory
Authorities
in
the
place(s) where the shares of the
Company are listed and the Stock
Exchange shall prevail.
When calculating the time limit of
the notice, the date of the meeting
convened shall be excluded.
Amended
according
to
Rule 14.(2) of
Appendix III to
the Hong Kong
Listing Rules

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 79 Notice of a general Article 64 Notice of a general The Mandatory
meeting shall satisfy the following meeting shall satisfy the following Provisions on
requirements: requirements: which the
original article
~~(1) be in writing;~~ (1) time, venue and duration of the is based has
meeting; been abolished,
(2) time, venue and duration of the and the relevant
meeting; (2) matters and proposals to be contents are
considered at the meeting; deleted;
~~(3) ~~matters and proposals to be amended
considered at the meeting~~. Any~~
~~notice and supplementary notice of~~
~~general meetings shall sufficiently~~
~~and completely disclose all the~~
~~details of all proposals~~;		 (3) a prominent statement that
all
ordinary
shareholders
are
entitled
to
attend
a
general
meeting and may appoint a proxy
in writing to attend and vote at
the meeting, and that such proxy		 according
to
Article
56
of
the
Guidelines
on Articles
of
Association
~~(4)~~
~~any~~
~~information~~
~~and~~
~~explanations necessary to be made~~
~~available to the shareholders for~~		 does not need to be a member of
the Company;
~~such shareholders to make sound~~ (4) the record date for shareholders
~~decisions about the matters to be~~ who
are
entitled
to
attend
the
~~discussed. This principle includes~~ general meeting;
~~(but not limited to) the provision of~~
~~the specific terms and contract(s),~~ (5) the name and telephone number
~~if~~
~~any,~~
~~of~~
~~the~~
~~proposed~~		 of
the
contact
person
for
the
~~transaction(s)~~
~~and~~
~~serious~~		 meeting;
~~explanations about the reasons and~~
~~effects~~
~~when~~
~~the~~
~~Company~~		 (6) The time and procedures for
~~proposes mergers, repurchase of~~ voting online or by other means.
~~shares,~~
~~restructuring~~
~~of~~
~~share~~
~~capital or other restructuring;~~ The
interval
between
the
shareholding record date of general
~~(5) in the event that any of the~~ meeting
and
the
date
of
the
~~Directors,~~
~~Supervisors,~~
~~General~~		 meeting shall be in compliance
~~Managers~~
~~or~~
~~other~~
~~senior~~		 with the requirements of relevant
~~management has material interests~~ regulatory authorities of the place
~~in matters to be discussed, the~~ where securities of the Company
~~nature and extent of the interests~~ are listed. The shareholding record
~~shall be disclosed. If the matters to~~ date shall not be changed once
~~be discussed affect any Director,~~ confirmed.
~~Supervisor, General Manager or~~
~~other~~
~~senior~~
~~management~~
~~as~~
~~a~~		 Any
notice
and
supplementary
~~shareholder in a manner different~~ notice of general meetings shall
~~from the manner they affect other~~ sufficiently
and
completely
~~shareholders of the same class, the~~ disclose
all
the
details
of
all
~~difference shall be explained;~~ proposals.
If
any
matter
to
be
discussed requires opinions of the
~~(6) the full text of any special~~ Independent
Directors,
the
~~resolution~~
~~to~~
~~be~~
~~proposed~~
~~for~~		 opinions
and
reasons
of
the
~~approval at the meeting;~~ Independent
Directors
shall
be
disclosed
together
with
the
issuance of such notice.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~(7) a prominent statement that a shareholder eligible for attending and voting is entitled to appoint one or more proxies to attend and vote at such meeting on his/her behalf, and that such proxy does not need to be a member of the Company; (8) the time and venue for lodging a proxy form for the meeting;~~ (9) the record date for shareholders who are entitled to attend the general meeting; (10) the name and telephone number of the contact person for the meeting; (11) The time and procedures for voting online or by other means. The interval between the shareholding record date of general meeting and the date of the meeting shall be in compliance with the requirements of relevant regulatory authorities of the place where securities of the Company are listed. The shareholding record date shall not be changed once confirmed. Any notice and supplementary notice of general meetings shall sufficiently and completely disclose all the details of all proposals. If any matter to be discussed requires opinions of the Independent Directors, the opinions and reasons of the Independent Directors shall be disclosed together with the issuance of such notice.

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 80 Unless the Articles of Article 65 Unless the Articles of The Mandatory
Association otherwise requires, the Association otherwise requires, the Provisions on
notice of a general meeting shall be notice of a general meeting shall be which the
sent to shareholders and announced sent to shareholders and announced original article
in accordance with ~~the relevant~~ in accordance with the manners is
based		 has
~~requirements in Chapter 12 of ~~the
Articles of Association.		 provided
in
the
Articles
of
Association
or
other
manners		 been abolished,
and the relevant
permitted
by
laws
and		 contents are
For holders of Domestic Shares, regulations. deleted; in
the notice of the general meeting response to the
~~may also ~~be given by way of For holders of Domestic Shares, Consultation
announcement. ~~The announcement~~ the notice of the general meeting Conclusions on
~~referred~~
~~to~~
~~in~~
~~the~~
~~preceding~~
~~paragraph shall be published in one~~		 shall
be
given
by
way
of
announcement.
The
notices,		 Proposals
Expand		 to
the
~~or more newspapers designated by~~ materials or written statement of Paperless
~~the Securities Regulatory Authority~~ the
general
meeting
should		 be Listing Regime
~~of the State Council. Once such an~~ delivered to the shareholders of and Other Hong
~~announcement is made, all holders~~ overseas listed foreign shares in Kong
Listing
~~of the Domestic Shares shall be~~ any of the following manners: Rules
~~deemed~~
~~to~~
~~have~~
~~received~~
~~the~~		 Amendments
~~relevant~~
~~notice~~
~~of~~
~~the~~
~~general~~		 (1)
announced
at
the
websites		 published by
~~meeting.~~ designated
by
the
Securities		 the Hong Kong
Regulatory Authorities or the stock Stock
The notices, materials or written exchange
of
the
place
where		 Exchange, the
statement of the general meeting securities
of
the
Company
are		 serial
number
should
be
delivered
to
the		 listed in accordance with relevant of articles and
shareholders
of
overseas
listed		 laws,
administrative
regulations		 the
relevant
foreign
shares
in
any
of
the		 and listing rules; wordings are
following manners: adjusted
(2) to be delivered to every holder
(1) to be delivered to every holder of overseas listed foreign shares by
of overseas listed foreign shares by person or by mail to the registered
person or by mail to the registered addresses
of
such
holder		 of
addresses
of
such
holder
of		 overseas listed foreign shares (if
overseas listed foreign shares; applicable);
(2)
announced
at
the
websites		 (3) other manners required by the
designated
by
the
Securities		 stock exchange of the place where
Regulatory Authorities or the stock securities
of
the
Company
are
exchange
of
the
place
where		 listed and listing rules.
securities
of
the
Company
are
listed in accordance with relevant
laws,
administrative
regulations
and listing rules;
(3) other manners required by the
stock exchange of the place where
securities
of
the
Company
are
listed and listing rules.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 82 Where the election of Article 67 Where the election of Amended
Directors
and
Supervisors
are		 Directors
and
Supervisors
are		 according to
proposed
to
be
discussed
at
a		 proposed
to
be
discussed
at
a		 3.2.4 of the
general meeting, the notice of the general meeting, the notice of the Guidelines
general meeting shall sufficiently general meeting shall sufficiently No.1 for the
disclose the detailed information disclose the detailed information Self-Regulatory
about the Director and Supervisor about the Director and Supervisor Supervision of
candidate(s)
in
accordance
with		 candidate(s)
in
accordance
with		 the Shanghai
laws, regulations, listing rules of laws, regulations, listing rules of Stock Exchange
the
place
where
Shares
of
the		 the
place
where
Shares
of
the		 – Standardized
Company
are
listed
and
the		 Company
are
listed
and
the		 Operation
requirements
of
the Articles
of		 requirements
of
the Articles
of
Association, including at least the Association, including at least the
following contents: following contents:
(1) personal information including (1) personal information including
education
background,
work		 education
background,
work
experience and part-time job; experience and part-time job;
(2) whether he/she is connected (2) whether he/she is connected
with
the
Company
~~or~~
~~its~~
~~controlling~~
~~shareholders~~
~~and~~
~~de~~
~~facto controller~~;		 with the Directors, Supervisors,
senior
management,
de
facto
controller
and
shareholders
holding more than 5% of the
(3)
~~his/her~~
~~shareholding~~
~~in~~
~~the~~
~~Company;~~		 shares of the Company;
(3) shares of the Company held
(4) whether he/she has received by him/her;
any penalty from the Securities
Regulatory Authorities and other (4) whether he/she is subject to
relevant governmental authorities the circumstances where he/she is
and any penalty and warning from prohibited to be nominated as a
the stock exchange. director or supervisor of listed
securities companies;
In
addition
to
adopting
the
cumulative voting system to elect (5) whether he/she has received
Directors and Supervisors, election any penalty from the Securities
of every Director and Supervisor Regulatory Authorities and other
candidate shall be conducted by relevant governmental authorities
separate resolution. and any penalty and warning from
the stock exchange.
In
addition
to
adopting
the
cumulative voting system to elect
Directors and Supervisors, election
of every Director and Supervisor
candidate shall be conducted by
separate resolution.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 87 ~~The appointment of a~~ Article 72 The proxy form to The Mandatory ~~proxy shall be in writing and~~ appoint a proxy to attend any Provisions on ~~signed by the appointing~~ general meeting by a shareholder which the ~~shareholder or his/her attorney~~ shall contain the following: original article ~~duly authorized in writing; where~~ is based has ~~the appointing shareholder is a~~ (1) the name of the proxy; been abolished, ~~legal person, such appointment~~ and the relevant ~~shall be affixed with its seal or~~ (2) whether such proxy has any contents are ~~signed by its Director or attorney~~ voting rights; deleted; ~~duly authorized.~~ amended (3) instruction of voting “for”, according to The proxy form to appoint a proxy “against” or “abstain” for each Article 63 of to attend any general meeting by a resolution proposed at any general the Guidelines shareholder shall contain the meeting; on Articles of Association

(3) instruction of voting “for”, The proxy form to appoint a proxy “against” or “abstain” for each to attend any general meeting by a resolution proposed at any general shareholder shall contain the meeting; following: (4) the date of signing the proxy (1) the name of the proxy; form and the effective period for such appointment; (2) whether such proxy has any voting rights; (5) the signature (or seal) of the principal. If the principal is a (3) instruction of voting “for”, corporate shareholder, the seal of “against” or “abstain” for each the corporate shall be affixed; resolution proposed at any general meeting; (6) the number of shares of the principal represented by the proxy; (4) the date of signing the proxy form and the effective period for (7) the proxy forms which shall such appointment; contain a statement that in the absence of specific instructions (5) the signature (or seal) of the by the shareholder, whether the principal. If the principal is a proxy may vote as he/she thinks corporate shareholder, the seal of fit. the corporate shall be affixed; If the shareholder is an authorized (6) the number of shares of the clearing house (as defined under principal represented by the proxy. the Hong Kong Securities and Futures Ordinance (Chapter 571 of If the shareholder is an authorized the laws of Hong Kong)) or its clearing house (as defined under agent, such shareholder is entitled the Hong Kong Securities and to appoint one or more persons it Futures Ordinance (Chapter 571 of deems suitable to act as its proxy in the laws of Hong Kong)) or its any general meeting. If two or agent, such shareholder is entitled more persons are appointed as to appoint one or more persons it proxies, the power of attorney shall deems suitable to act as its proxy in clearly state the number and the any general meeting ~~or~~ class of shares represented by each ~~shareholders’ class meeting~~ . If two of the proxies. The proxies so or more persons are appointed as appointed may represent the proxies, the power of attorney shall authorized clearing house (or its clearly state the number and the agent) in exercising its rights as if class of shares represented by each that proxy is an individual of the proxies. The proxies so shareholder of the Company. appointed may represent the authorized clearing house (or its agent) in exercising its rights as if that proxy is an individual shareholder of the Company.

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 88 The proxy form shall be~~ The Mandatory
~~deposited at the domicile of the~~ Provisions on
~~Company or such other place as the~~ which the
~~notice of meeting may specify not~~ original article
~~less than twenty-four (24) hours~~ is based has
~~prior to convening of the meeting~~ been abolished,
~~at which the relevant matters will~~ and the relevant
~~be voted on, or twenty-four (24)~~ contents are
~~hours before the designated voting~~ deleted
~~time. If the principal authorizes~~
~~any other person to sign the proxy~~
~~form, the power of attorney or~~
~~other~~
~~authorization~~
~~shall~~
~~be~~
~~notarized. The notarized power of~~
~~attorney~~
~~or~~
~~other~~
~~authorization~~
~~must be delivered to the domicile~~
~~of the Company or such other~~
~~places specified in the notice of the~~
~~meeting together with the proxy~~
~~form.~~
~~If~~
~~the~~
~~principal~~
~~is~~
~~a~~
~~corporation,~~
~~its~~
~~legal~~
~~representatives or any other person~~
~~authorized by its board of directors~~
~~or~~
~~other~~
~~governing~~
~~body~~
~~shall~~
~~attend the general shareholders’~~
~~meeting as a representative.~~
~~Article 89 Any proxy forms issued~~ The Mandatory
~~to a shareholder by the Board of~~ Provisions on
~~the Company for use in appointing~~ which the
~~a proxy shall be in such format as~~ original article
~~to~~
~~enable~~
~~the~~
~~shareholder~~
~~to~~		 is based has
~~instruct the proxy to vote in favor~~ been abolished,
~~of~~
~~or~~
~~against~~
~~the~~
~~proposals~~		 and the relevant
~~according to his/her free will, and~~ contents are
~~instructions~~
~~shall~~
~~be~~
~~given~~
~~in~~		 deleted
~~respect of each single matter to be~~
~~voted on at the meeting. The proxy~~
~~forms shall contain a statement that~~
~~in~~
~~the~~
~~absence~~
~~of~~
~~specific~~
~~instructions by the shareholder, the~~
~~proxy may vote as he/she thinks fit.~~

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments **Articles after ** Amendments
Amendments
~~Article 90 If ~~ ~~the principal ~~ ~~dies,~~ The Mandatory
~~loses capacity, ~~ ~~withdraws his/her~~ Provisions on
~~appointment or ~~ ~~the authorization to~~ which the
~~execute~~
~~the~~		 ~~appointment~~
~~or~~
~~if~~		 original article
~~relevant shares ~~ ~~in respect of which~~ is
based		 has
~~the proxy is given are transferred~~ been abolished,
~~before voting, ~~ ~~the voting made~~ and the relevant
~~according to the proxy form ~~ ~~shall~~ contents are
~~remain valid, ~~ ~~provided that ~~ ~~the~~ deleted
~~Company~~
~~has~~		 ~~not~~
~~received~~		 ~~any~~
~~written notice ~~ ~~in respect of ~~ ~~such~~
~~matters before ~~ ~~the commencement~~
~~of the meeting.~~
Article
96 The
Board
and		 the Article
78 The		 Board
and		 the Amended
Supervisory Committee shall Supervisory Committee shall according to
report their work for the past year report their work for the past year Article 33 of
at the annual general meeting. Each at the annual general meeting. Each the
Measures
Independent
Director
shall		 also Independent
Director
shall		 also for Independent
submit his/her work report. submit his/her annual work report Directors
**at the annual ** general meeting to
report
his/her		 performance
of
duties. The annual work report
**of Independent ** Directors shall
include
the		 particulars as
required by laws and regulations
**such as the ** **Measures for ** the
Administration of
Independent
**Directors of ** Listed Companies
**and shall be ** disclosed not later
than the despatch of notice of
**annual general ** **meeting of ** the
Company.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 102 The resolutions of the Article 99 The resolutions of the The position of
general
meeting
shall
be		 general
meeting
shall
be		 the original
announced
promptly.
Such		 announced
promptly.
Such		 article is
announcement
shall
specify
the		 announcement
shall
specify
the		 adjusted
number
of
shareholders
and		 number
of
shareholders
and		 according to
proxies present at the meeting, the proxies present at the meeting, the Article 91 of
total number of voting shares held total number of voting shares held the Guidelines
by them, the percentage of such by them, the percentage of such on Articles of
voting shares in relation to all the voting shares in relation to all the Association
voting shares of the Company, the voting shares of the Company, the
total number of shares required by total number of shares required by
the
Securities
Regulatory		 the
Securities
Regulatory
Authorities in the place where the Authorities in the place where the
Company’s
shares
are
listed
to		 Company’s
shares
are
listed
to
abstain from voting in favor and/or abstain from voting in favor and/or
abstain
from
voting
(if
any),		 abstain
from
voting
(if
any),
whether shareholders required to whether shareholders required to
abstain from voting have in fact abstain from voting have in fact
abstained, the voting methods, the abstained, the voting methods, the
voting result of each proposal, the voting result of each proposal, the
details of each passed resolution details of each passed resolution
and the identities of scrutinizers for and the identities of scrutinizers for
vote-counting. vote-counting.
If a proposal is not passed, or if a If a proposal is not passed, or if a
resolution of the previous general resolution of the previous general
meeting is changed at the said meeting is changed at the said
general meeting, special notes in general meeting, special notes in
connection
therewith
should
be		 connection
therewith
should
be
made in the announcement of the made in the announcement of the
resolutions of the general meeting. resolutions of the general meeting.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Article 110 If the matter to be~~ The Mandatory
~~resolved by a poll is the election of~~ Provisions
on
~~the chairman of the shareholders’~~ which
the
~~general~~
~~meeting~~
~~or~~
~~the~~		 original
article
~~adjournment of the meeting, a poll~~ is
based
has
~~shall be taken immediately. The~~ been abolished,
~~chairman can decide when a poll~~ and the relevant
~~will be taken for any other matters,~~ contents
are
~~and the meeting may proceed to~~ deleted
~~discuss~~
~~other~~
~~matters,~~
~~and~~
~~the~~
~~results~~
~~of~~
~~that~~
~~poll~~
~~shall~~
~~be~~
~~considered as resolutions passed at~~
~~the meeting.~~
~~Article 111 On a poll taken at ~~ ~~a~~ The Mandatory
~~meeting, a shareholder (including~~ Provisions
on
~~proxy) entitled to two or more~~ which
the
~~votes need not cast all his/her votes~~ original
article
~~for or against in the same way.~~ is
based
has
been abolished,
and the relevant
contents
are
deleted

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 112 Lists of candidates for Article 91 Lists of candidates for Amended Directors or Supervisors shall be Directors or Supervisors shall be according to put forward by way of proposal at put forward by way of proposal at Article 12 of the general meetings for voting. the general meetings for voting. the Measures for Independent Where a single shareholder and its Where a single shareholder and its Directors persons acting in concert are persons acting in concert are interested in 30% or more of the interested in 30% or more of the shares of the Company, the shares of the Company, the cumulative voting system is cumulative voting system is required to elect more than two required to elect more than two Directors or Supervisors. Directors or Supervisors. The cumulative voting system as Where the shareholders’ general stated in the preceding paragraph meeting of the Company elects refers to the voting for the election two or more Independent of Directors or Supervisors at the Directors, the cumulative voting general meetings where each share system shall be implemented. is entitled to the same number of The votes of minority votes which equals to the total shareholders shall be counted number of Directors or Supervisors separately and disclosed. to be elected, and shareholders may consolidate their voting rights The cumulative voting system as when casting a vote. The Board of stated in the preceding paragraph Directors shall announce the refers to the voting for the election biographical details and basic of Directors or Supervisors at the information of the Directors and general meetings where each share Supervisors candidates to the is entitled to the same number of shareholders. votes which equals to the total number of Directors or Supervisors Where Directors are elected at the to be elected, and shareholders may general meeting under the consolidate their voting rights cumulative voting system, the when casting a vote. The Board of voting of the Independent Directors shall announce the Directors and Non-independent biographical details and basic Directors shall be carried out information of the Directors and separately. The general meeting Supervisors candidates to the shall determine the elected shareholders. Directors and Supervisors in a descending order of the number of Where Directors are elected at the votes obtained according to the general meeting under the number of Directors and cumulative voting system, the Supervisors to be elected. voting of the Independent Directors and Non-independent Shareholders attending the general Directors shall be carried out meeting shall have the same separately. The general meeting number of votes as the number of shall determine the elected directors or supervisors to be Directors and Supervisors in a elected under each proposal group descending order of the number of for each share held in the proposal votes obtained according to the subject to the cumulative voting number of Directors and system. The number of votes held Supervisors to be elected. by shareholders can be cumulatively cast for one candidate or several candidates.

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

APPENDIX I

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

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 117 In the event that the **Article ** 96 In the event that the The Mandatory
chairman of the meeting has any chairman of the meeting has any Provisions on
doubt
as
to
the
result
of		 a doubt as to
the		 result of a which the
resolution put forward to the vote, resolution put forward to the vote, original
article
he/she may have the votes counted. he/she may have the votes counted. is
based		 has
In the event that the chairman of In the event that the chairman of been abolished,
the meeting fails to have the votes the meeting fails to have the votes and the relevant
counted, any shareholder present in counted, any shareholder present in contents are
person or by proxy objects to the person or by proxy objects to the deleted
result announced by the chairman result announced by the chairman
of the meeting may demand that of the meeting may demand that
the votes be counted immediately the votes be counted immediately
after
the
announcement
of		 the after the announcement of the
voting result, the chairman of the voting result, the chairman of the
meeting
shall
have
the
votes		 meeting shall
have
the		 votes
counted immediately. counted immediately.
~~In the event that the votes ~~ ~~are~~
~~counted at the general meeting, ~~ ~~the~~
~~counting results shall be recorded~~
~~in the minutes of the meeting.~~
~~Article 118 A shareholder shall ~~ ~~be~~ The Mandatory
~~entitled~~
~~to~~
~~inspect~~
~~copies~~		 ~~of~~ Provisions on
~~minutes~~
~~of~~
~~meeting(s)~~
~~free~~		 ~~of~~ which the
~~charge during office hours of ~~ ~~the~~ original
article
~~Company. Upon the request of any~~ is
based		 has
~~shareholder~~
~~for~~
~~a~~
~~copy~~
~~of~~		 ~~the~~ been abolished,
~~relevant minutes of meeting, ~~ ~~the~~ and the relevant
~~Company shall send out the copy~~ contents are
~~of the minutes within seven ~~ ~~(7)~~ deleted
~~days of receipt of the reasonable~~
~~payment therefor.~~
~~Section 7 Special Procedures ~~ ~~for~~ The Mandatory
~~Voting by Class Shareholders~~ Provisions on
which the
original section
is
based		 has
been abolished,
and the relevant
contents are
deleted

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 121 Shareholders holding~~ The Mandatory
~~different classes of shares shall be~~ Provisions on
~~class shareholders.~~ which the
original article
~~Class shareholders shall enjoy the~~ is based has
~~rights and assume the obligations~~ been abolished,
~~in~~
~~accordance~~
~~with~~
~~laws,~~		 and the relevant
~~administrative regulations and the~~ contents are
~~Articles of Association.~~ deleted
~~Apart from holders of other classes~~
~~of~~
~~shares,~~
~~holders~~
~~of~~
~~Domestic~~
~~Shares and overseas listed foreign~~
~~shares~~
~~are~~
~~deemed~~
~~to~~
~~be~~
~~shareholders of different classes.~~
~~Where the share capital of the~~
~~Company includes shares which do~~
~~not carry voting rights, the words~~
~~“non-voting shares” must appear in~~
~~the designation of such shares.~~
~~Where the share capital includes~~
~~shares with different voting rights,~~
~~the designation of each class of~~
~~shares, other than those with the~~
~~most favorable voting rights, must~~
~~include~~
~~the~~
~~words~~
~~“restricted~~
~~voting” or “limited voting”.~~
~~Article 122 The Company shall not~~ The Mandatory
~~proceed to change or abrogate the~~ Provisions on
~~rights of class shareholders unless~~ which the
~~such~~
~~proposed~~
~~change~~
~~or~~		 original article
~~abrogation has been approved by~~ is based has
~~way of a special resolution at a~~ been abolished,
~~general meeting and by a separate~~ and the relevant
~~shareholder meeting convened by~~ contents are
~~the class shareholders so affected~~ deleted
~~in accordance with Articles 124 to~~
~~128.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~123~~
~~The~~
~~following~~		 The Mandatory
~~circumstances shall be deemed as~~ Provisions on
~~change or abrogation of the rights~~ which the
~~of a certain class shareholder:~~ original article
is based has
~~(1) to increase or decrease the~~ been abolished,
~~number of shares of such class, or~~ and the relevant
~~to increase or decrease the number~~ contents are
~~of shares of a class having voting~~ deleted
~~rights, distribution rights or other~~
~~privileges~~
~~equal~~
~~or~~
~~superior~~
~~to~~
~~those of the shares of such class;~~
~~(2) to change all or part of the~~
~~shares of such class into shares of~~
~~another class or to change all or~~
~~part of the shares of another class~~
~~into shares of that class or to grant~~
~~relevant conversion rights;~~
~~(3) to cancel or reduce rights to~~
~~accrued dividends or cumulative~~
~~dividends attached to shares of the~~
~~said class;~~
~~(4)~~
~~to~~
~~reduce~~
~~or~~
~~cancel~~
~~rights~~
~~attached to the shares of the said~~
~~class~~
~~to~~
~~preferentially~~
~~receive~~
~~dividends~~
~~or~~
~~to~~
~~receive~~
~~distributions~~
~~of~~
~~assets~~
~~in~~
~~a~~
~~liquidation of the Company;~~
~~(5) to add, cancel or reduce share~~
~~conversion rights, options, voting~~
~~rights, transfer rights, pre-emptive~~
~~placing rights, or rights to acquire~~
~~securities of the Company attached~~
~~to the shares of the said class;~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(6) to cancel or reduce rights to~~
~~receive~~
~~payments~~
~~made~~
~~by~~
~~the~~
~~Company in a particular currency~~
~~attached to the shares of the said~~
~~class;~~
~~(7) to create a new class of shares~~
~~with~~
~~voting~~
~~rights,~~
~~distribution~~
~~rights or other privileges equal or~~
~~superior to those of the shares of~~
~~the said class;~~
~~(8)~~
~~to~~
~~restrict~~
~~the~~
~~transfer~~
~~or~~
~~ownership of the shares of the said~~
~~class~~
~~or~~
~~to~~
~~impose~~
~~additional~~
~~restrictions;~~
~~(9) to issue rights to subscribe for,~~
~~or to convert into, shares of the~~
~~said class or another class;~~
~~(10) to increase the rights and~~
~~privileges of the shares of another~~
~~class;~~
~~(11) to restructure the Company in~~
~~such~~
~~a~~
~~way~~
~~as~~
~~to~~
~~cause~~
~~shareholders of different classes to~~
~~undertake~~
~~liabilities~~
~~disproportionately~~
~~during~~
~~the~~
~~restructuring;~~
~~(12) to amend or cancel provisions~~
~~in the section.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments ~~Article 124 Shareholders of the~~ The Mandatory ~~affected class, whether or not with~~ Provisions on ~~the rights to vote at general~~ which the ~~meetings originally, shall have the~~ original article ~~right to vote at shareholders’ class~~ is based has ~~meetings in respect of matters~~ been abolished, ~~referred to in items (2) to (8) and~~ and the relevant ~~(11) to (12) in Article 123 hereof,~~ contents are ~~except that interested shareholders~~ deleted ~~shall not vote at such shareholders’ class meetings. The term “interested shareholders” in the preceding paragraph shall mean: (1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with the Articles of Association, the controlling shareholders as defined in Chapter 16 of these Articles of Association shall be the “interested shareholders”; (2) in case of a buy-back of shares by the Company by an off-market agreement in accordance with the Articles of Association, holders of shares in relation to such agreement shall be the “interested shareholders”; (3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~125~~
~~Resolution~~
~~of~~
~~a~~		 The Mandatory
~~shareholders’ class meeting shall~~ Provisions on
~~be passed only by two thirds (2/3)~~ which the
~~or more of the total voting rights~~ original article
~~being held by the shareholders of~~ is based has
~~that class, who are entitled to do~~ been abolished,
~~so,~~
~~present~~
~~and~~
~~vote~~
~~at~~
~~the~~		 and the relevant
~~shareholders’~~
~~class~~
~~meeting~~
~~in~~		 contents are
~~accordance with Article 124.~~ deleted
~~Article 126 When the Company is~~ The Mandatory
~~to convene a shareholders’ class~~ Provisions on
~~meeting, it shall issue a written~~ which the
~~notice~~
~~in~~
~~accordance~~
~~with~~
~~the~~		 original article
~~provisions of Article 77 of the~~ is based has
~~Articles of Association informing~~ been abolished,
~~all~~
~~the~~
~~shareholders~~
~~who~~
~~are~~		 and the relevant
~~registered as holders of that class~~ contents are
~~in the register of shareholders of~~ deleted
~~the matters to be considered at the~~
~~meeting as well as the date and~~
~~place~~
~~of~~
~~the~~
~~meeting.~~
~~In~~
~~determining~~
~~the~~
~~commencement~~
~~date and the period, the Company~~
~~shall not include the date on which~~
~~the meeting is held.~~
~~Where the laws, regulations, the~~
~~Securities Regulatory Authorities~~
~~in the place(s) where the shares of~~
~~the Company are listed and the~~
~~Stock Exchange have provisions on~~
~~the written notice and the written~~
~~replies of shareholders attending~~
~~the~~
~~general~~
~~meeting,~~
~~those~~
~~provisions shall prevail.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~127~~
~~The~~
~~notice~~
~~of~~
~~a~~		 The Mandatory
~~shareholders’ class meeting shall~~ Provisions on
~~be sent to the shareholders entitled~~ which the
~~to vote at such meeting only.~~ original article
is based has
~~The procedure of a shareholders’~~ been abolished,
~~class meeting shall, to the extent~~ and the relevant
~~possible,~~
~~be~~
~~identical~~
~~with~~
~~the~~		 contents are
~~procedure of a general meeting.~~ deleted
~~Provisions~~
~~of~~
~~the~~
~~Articles~~
~~of~~
~~Association relevant to procedure~~
~~for~~
~~the~~
~~holding~~
~~of~~
~~a~~
~~general~~
~~meeting shall be applicable to a~~
~~shareholders’ class meeting.~~
~~Article~~
~~128~~
~~In~~
~~the~~
~~following~~		 The Mandatory
~~circumstances,~~
~~the~~
~~special~~		 Provisions on
~~procedures~~
~~for~~
~~voting~~
~~by~~
~~class~~		 which the
~~shareholders shall not apply:~~ original article
is based has
~~(1) with the approval by a special~~ been abolished,
~~resolution at the general meeting,~~ and the relevant
~~the~~
~~Company~~
~~issues~~
~~Domestic~~		 contents are
~~Shares or overseas listed foreign~~ deleted
~~shares alone or at the same time at~~
~~each interval of twelve (12) months~~
~~and the number of the Domestic~~
~~Shares and overseas listed foreign~~
~~shares does not exceed twenty per~~
~~cent~~
~~(20%)~~
~~of~~
~~the~~
~~respective~~
~~outstanding shares of such class;~~
~~(2) the Company has made the~~
~~plans to issue Domestic Shares or~~
~~overseas listed foreign shares at the~~
~~time~~
~~of~~
~~incorporation~~
~~and~~
~~the~~
~~implementation of such plan has~~
~~been completed within 15 months~~
~~from the date of approval by the~~
~~Securities Regulatory Authorities;~~
~~(3)~~
~~with~~
~~the~~
~~approval~~
~~of~~
~~the~~
~~Securities Regulatory Authorities,~~
~~shareholders of the Company list~~
~~and trade their unlisted shares in~~
~~any overseas stock exchanges.~~

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

APPENDIX I

Basis of Basis of
**Articles before ** Amendments Articles after Amendments
Amendments
Article
130 A Director
of
the		 Article
198
A
Director,		 Amended
Company shall meet the following Supervisor
and
senior		 according to
criteria: management of the Company shall Article 6 of the
meet the following basic criteria: Measures for
(1) being of honesty, integrity and the Supervision
good behaviour; (1) being of honesty, integrity and and
good behaviour; Administration
(2) being familiar with securities of the
and
funds
laws,		 ~~administrative~~ (2) being familiar with securities Directors,
regulations~~,~~
~~rules~~
~~and~~
~~other~~
~~normative documents and having~~
the management experience and		 and funds laws, regulations, the
requirements of the Securities
Regulatory Authorities and the		 Supervisors,
Senior
Executives		 and
the
operation
and
management		 listing rules of the place where Practitioners of
ability ~~necessary ~~
~~the duties~~;		 ~~for performing~~ the Company is listed; Securities
and
Fund
Business
(3) meeting such years of work Institutions,
(3) meeting such years of work experience
requirements		 in and its position
experience
requirements
in		 securities,
funds,
finance,
law,		 is adjusted
securities,
funds,		 finance,
law,		 accounting
and
information
accounting
and
information		 technology as provided for by the
technology as provided for by the CSRC;
CSRC;
(4)
possessing
the
management
(4) other criteria as provided for by experience and the operation and
laws,
~~administrative~~
regulations
and the provisions of these Articles		 management
ability
that
commensurate with the position
of Association. to hold;
The
proposed
chairman
of
the		 (5)
for
proposed
senior
Company
shall		 also
meet
the		 management
of
the
Company,
conditions
for		 securities
fund		 previously
holding
a
position
practitioners. superior
to
the
departmental
head of a securities and fund
business institution for not less
than
2
years,
or
previously
holding a position superior to the
departmental head of a financial
**institution for not less than ** 4
years,
or
having
management
experience
in
an
equivalent
position;

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

APPENDIX I

Basis of Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
(6) other criteria as provided for by
laws,
regulations,
the
requirements of the Securities
Regulatory
Authorities,
the
listing rules of the place where
the Company is listed and the
provisions
of
these
Articles
of
Association.
The
proposed
chairman,
senior
management and other persons
responsible
for
business
management of the Company shall
also
meet
the
conditions
for
securities fund practitioners.
The proposed person-in-charge
of compliance, person-in-charge
of risk control and person-in-
charge of information technology
of a securities and fund business
institution shall also meet other
conditions as provided for by the
Securities
Regulatory
Authorities.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 132 If the members of the Article 102 If the members of the Amended Board of Directors fall below the Board of Directors fall below the according to minimum requirements stipulated minimum requirements stipulated Article 15 of in the Articles of Association in the Articles of Association the Measures because no re-election is timely because no re-election is timely for Independent conducted upon expiry of the term conducted upon expiry of the term Directors of office of a Director, or due to the of office of a Director, or due to the resignation of a Director, the resignation of a Director, the existing Director shall continue to existing Director shall continue to perform his/her duties as a Director perform his/her duties as a Director in accordance with relevant in accordance with relevant regulations and the provisions of regulations and the provisions of these Articles of Association until a these Articles of Association until a newly elected Director takes newly elected Director takes office. office. A Director may request to resign A Director may request to resign prior to the expiry of his/her term prior to the expiry of his/her term of office. If a Director resigns, of office. If a Director resigns, such Director shall tender in such Director shall tender in writing a letter of resignation to the writing a letter of resignation to the Board of Directors, and the Board Board of Directors, and the Board of Directors shall disclose relevant of Directors shall disclose relevant information within two (2) days. information within two (2) days. Excepted that the members of the Excepted that the members of the Board of Directors fall below the Board of Directors fall below the minimum statutory requirements minimum statutory requirements due to the resignation of a Director due to the resignation of a Director or ~~the number of Independent~~ or the percentage of Independent ~~Directors is less than one third of~~ Directors in the Board of ~~members of the Board of Directors~~ Directors or its special or there are ~~no~~ accounting committees does not meet the professionals among Independent requirements of laws and Directors as a result of the regulations or the Articles of resignation of any Independent Association or there are deficient Director set out in this Article, the accounting professionals among resignation of a Director shall take Independent Directors as a result of effect at the time when the letter of the resignation of any Independent resignation has been served on the Director set out in this Article (in Board of Directors, unless a later such event, the Independent effective date of resignation is Director to resign shall continue prescribed in the letter of performing duties until the date resignation. on which a new Independent Director is elected) , the resignation of a Director shall take effect at the time when the letter of resignation has been served on the Board of Directors, unless a later effective date of resignation is prescribed in the letter of resignation.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 140 Unless otherwise Article 110 Unless otherwise Amended required by the Articles of required by the Articles of according to Association, the methods and Association, the methods and Article 9 of the procedures to nominate Directors procedures to nominate Directors Measures for are as follows: are as follows: Independent Directors (1) the candidates for Directors (1) the candidates for Directors may be nominated by the Board of may be nominated by the Board of Directors based on the number of Directors based on the number of Directors to be elected subject to Directors to be elected subject to the number specified by the the number specified by the Articles of Association; Articles of Association; (2) shareholder(s) individually or (2) shareholder(s) individually or jointly holding three per cent (3%) jointly holding three per cent (3%) or more of the shares of the or more of the shares of the Company may nominate the Company may nominate the candidates for Directors, but the candidates for Directors, but the number of persons nominated shall number of persons nominated shall comply with the provisions of the comply with the provisions of the Articles of Association and shall Articles of Association and shall not exceed the number of persons not exceed the number of persons to be elected; to be elected; (3) before the convening of general (3) before the convening of general meeting of the Company, meeting of the Company, candidates for Directors shall make candidates for Directors shall make written commitments stating their written commitments stating their acceptance of the nomination, acceptance of the nomination, confirming that the information of confirming that the information of candidates for Directors is true and candidates for Directors is true and complete, and undertaking to complete, and undertaking to faithfully perform the duties of faithfully perform the duties of Directors if elected; Directors if elected; (4) the written notices of the (4) the written notices of the intention to nominate a candidate intention to nominate a candidate for election as a Director and the for election as a Director and the acceptance of nomination by such acceptance of nomination by such candidate, shall be given to the candidate, shall be given to the Company no less than seven (7) Company no less than seven (7) days prior to the date of convening days prior to the date of convening the general meeting; the general meeting; (5) the period given by the (5) the period given by the Company to relevant nominators Company to relevant nominators and nominees to submit the and nominees to submit the aforesaid notices and documents aforesaid notices and documents (which period shall commence (which period shall commence from the day following the date of from the day following the date of despatch of the notice of general despatch of the notice of general meeting) shall be no less than meeting) shall be no less than seven (7) days. seven (7) days.

(5) the period given by the Company to relevant nominators and nominees to submit the aforesaid notices and documents (which period shall commence from the day following the date of despatch of the notice of general meeting) shall be no less than seven (7) days.

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

APPENDIX I

Basis of Basis of
**Articles ** before Amendments Articles after Amendments
Amendments
~~In~~
~~addition,~~
Committee		 the
or		 Supervisory
shareholders		 Article
111
The
Board
of
Directors,
the
Supervisory
individually or ~~jointly ~~holding an Committee
or
shareholders
aggregate of one per cent (1%) or individually
or
collectively
more of the issued shares of the holding an aggregate of one per
Company may nominate
the		 cent (1%) or more of the issued
Independent Directors, provided shares
of
the
Company
may
that the number of nominees nominate
the
Independent
complies with the provisions of Directors,
provided
that
the
these Articles of Association and number of nominees complies with
shall not exceed the number of the provisions of these Articles of
persons to be elected. Association and shall not exceed
the
number
of
persons
to
be
elected.
The nominator provided in the
preceding paragraph shall not
nominate
persons
who
are
interested parties with him/her
or other close members who have
other
circumstances
that
may
affect
their
independent
duty
performance as candidates for
Independent Directors.
Article 112 The nominator(s) of Added
Independent
Directors
shall		 according to
obtain the consent of the nominee Article 10 of
prior to any nomination. The the Measures
nominator shall acquire all the for Independent
personal particulars of his/her Directors and
nominee as to their profession, Article 19 of
education, job position, detailed Code of
work experiences, all part time Corporate
jobs, whether there is material Governance for
discredit and other bad records, Listed
and
comment
on
his/her		 Companies
compliance
with
the
independence
requirement
and
other conditions for the post of
independent
director.
The
nominee
shall
make
a
public
statement on his/her compliance
with
the
independence
requirement
and
other
conditions
for
the
post
of
independent director.

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Candidates
for
Independent
Directors
shall,
prior
to
the
notice of shareholders’ general
meeting,
make
a
written
undertaking that they agree to
accept the nomination, promise
the information about candidates
publicly
disclosed
to
be
true,
accurate
and
complete,
and
ensure that directors’ duties will
be
effectively
performed
after
being elected.
Article 113 The Remuneration Added
and Nomination Committee of according to
the
Board
of
Directors
shall		 Article 11 of
review
the
qualifications
of		 the Measures
Independent Director nominees for Independent
and form clear review opinions. Directors
Prior
to
the
convening
of
a
general meeting for Independent
Directors’ election, the Company
shall disclose relevant contents
and
submit
the
relevant
information of all candidates for
Independent Directors to stock
exchanges.
Such
submitted
information
shall
be
true,
accurate and complete.
Paragraph 1 of Article 141 Article 114 Independent Directors Amended
refer to the Directors who do not according to
Independent Directors refer to the hold any other positions in the Article 2 of the
Directors who do not hold any Company (other than as a Director Measures for
other positions in the Company of the Company), and have no Independent
(other than as a Director of the direct
or
indirect
interest		 Directors and
Company), and ~~are not related to~~
the Company and its shareholders		 relationship with the Company
and its substantial shareholders		 its structure is
adjusted
~~in a way that may ~~
independent
and		 ~~hinder ~~their
objective		 and de facto controller, or other
relationships
that
may
affect
judgment~~, and comply with the~~ their
independent
and
objective
~~independent~~
~~requirements~~
~~under~~		 judgment.
~~the ~~ ~~listing rules of the place where~~
~~the ~~ ~~Company shares are listed~~. Independent
Directors
shall
perform
their
duties
independently,
free
from
the
influence of the Company and its
substantial shareholders and de
facto controller as well as other
entities or individuals.

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

APPENDIX I

Basis of
Articles before Amendments
Articles after Amendments
Amendments
Article
115
Independent		 Added
Directors
shall
have
the		 according to
obligation
of
fidelity
and		 Article 3 of the
diligence to the Company and all Measures for
shareholders,
and
shall		 Independent
conscientiously
perform
their		 Directors
duties
by
playing
a
role
of
participation in decision-making,
supervision
and
balance,
and
professional consultation in the
Board of Directors, safeguard the
overall interests of the Company
and protect the legal rights and
interests
of
minority
shareholders in accordance with
laws, administrative regulations,
the
requirements
of
the
Securities Regulatory Authorities
and
the
provisions
of
these
Articles of Association.
Paragraph 2 of Article 141
Article 116 The Company’s Board		 Amended
of
Directors
shall
include		 according to
The Company’s Board of Directors
Independent Directors. There shall		 Article 4 of the
shall include
Independent
be no less than three Independent		 Measures for
Directors. There shall be no less
Directors and they shall constitute		 Independent
than three Independent Directors
no less than one-third (1/3) of the		 Directors and
and they shall constitute no less
Board of Directors, including at		 its structure is
than one-third (1/3) of the Board of
least one accounting professional,		 adjusted
Directors, including at least one
and one Independent Director shall
accounting professional, and one
reside in Hong Kong.
Independent Director shall reside
in Hong Kong. The Company shall establish a
system for Independent Directors
and provide necessary support
for
Independent
Directors
to
perform their duties according to
laws.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
**Paragraph 3 ** of Article 141 Article
117
Apart
from
the		 Amended
qualifications and obligations of according to
~~The qualifications and obligations~~
~~of~~
~~Independent~~
~~Directors~~
~~shall~~
~~meet the requirements of relevant~~
~~provisions in Section 1 of this~~
~~Chapter~~
~~and~~
~~the~~
~~independence~~
~~requirements~~
~~provided~~
~~in~~
~~the~~		 Directors
provided
in
the
relevant
provisions
of
these
Articles
of
Association,
an
Independent Director shall also
meet the following criteria:		 Article 7 of
Measures
Independent
Directors		 the
for
~~relevant provisions required by the~~
~~Securities Regulatory Authorities~~
~~and the stock exchange where the~~
~~Company’s shares are listed.~~		 (1) having the qualifications to
hold the position of director in a
listed
securities
company
in
accordance
with
laws,
administrative
regulations
and
other relevant requirements;
(2)
meeting
the
independence
requirements
as
prescribed
in
these Articles of Association;
(3) having basic knowledge on
the operation of a listed company
and being familiar with relevant
laws, regulations and rules;
(4) having more than five years
of
work
experience
in
law,
accounting, economics, or other
fields
that
are
necessary
for
performing
the
duties
of
an
Independent Director;
(5)
having
good
personal
character,
and
no
major
dishonesty or other bad records;
(6)
meeting
other
criteria
as
required
under
laws,
administrative regulations, other
relevant rules and these Articles
of Association.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
Article
118
Independent		 Added
Directors of the Company shall according to
maintain
their
independence.		 Article 6 of the
The following persons shall not Measures for
serve as Independent Directors Independent
of the Company: Directors
(1)
persons
working
for
the
Company or its subsidiaries and
their spouses, parents, children,
and major social relations;
(2) natural person shareholders
who directly or indirectly hold
more than one percent of the
Company’s issued shares or who
are among the Company’s top
ten
shareholders
and
their
spouses, parents and children;
(3)
persons
who
work
for
shareholders
who
directly
or
indirectly hold more than five
percent of the Company’s issued
shares
or
who
work
for
the
Company’s top five shareholders,
and their spouses, parents and
children;
(4)
persons
serving
in
the
subsidiaries of the Company’s
controlling shareholders and de
facto
controllers,
and
their
spouses, parents and children;
(5) persons who have significant
business
dealings
with
the
Company,
its
controlling
shareholders, de facto controllers
or their respective subsidiaries,
or who serve in entities with
which
they
have
significant
business
dealings
and
their
controlling shareholders or de
facto controllers;

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
(6) persons providing financial,
legal, consulting and sponsorship
and
other
services
to
the
Company,
its
controlling
shareholders, de facto controllers
or their respective subsidiaries,
including, but not limited to, all
**members of the project team ** of
the intermediaries providing the
services, reviewers at all levels,
persons
signing
the
report,
partners,
directors,
senior
management and principals;
(7) persons who have been in the
**situations set forth in items (1) ** to
(6) within the last twelve months;
(8) other persons who do not
possess
independence		 as
stipulated
by
laws,
administrative regulations, other
relevant rules and these Articles
of Association.
The
subsidiaries
of
the
Company’s
controlling
shareholders
and
de
facto
controllers as mentioned in items
(4) to (6) as provided in the
preceding article exclude those
enterprises which are controlled
by the same state-owned asset
management organization as the
Company and do not constitute a
connected relationship with the
Company in accordance with the
relevant provisions.
Independent
Directors
shall
conduct
an
annual
self-
examination of independence and
**submit the self-examination ** to
the
Board.
The
Board
shall
evaluate
and
issue
a
special
**opinion on the independence ** of
the
incumbent
Independent
Directors on an annual basis,
which
shall
be
disclosed
simultaneously with the annual
report.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
119
An
Independent		 Added
Director shall, in principle, serve according to
**as an independent director in ** a Article 8 of the
maximum of three (3) domestic Measures for
listed companies, and can serve Independent
**as an independent director in ** a Directors and
maximum of two securities and Article 9 of the
fund
business
institutions
and		 Measures for
shall
ensure
that
he/she
has		 the Supervision
sufficient
time
and
energy		 to and
effectively fulfill his/her duties as Administration
an independent director. of the
Directors,
Supervisors,
Senior
Executives and
Practitioners of
Securities and
Fund
Business
Institutions
**Paragraph ** **1 of ** **Article ** 143 Article
121
An
Independent		 Amended
Director may be removed by the according to
~~Where ~~
~~resigns~~
~~his/her~~		 ~~the Independent Director~~
~~or~~
~~be~~
~~removed~~
~~during~~
~~term~~
~~of~~
~~office,~~
~~the~~		 Company
in
accordance
with
legal
procedures
prior
to
the
expiry of his/her term of office.		 Articles 14
15
of
Measures		 and
the
for
~~Independent~~
~~Director~~
~~himself/herself and the Company~~
~~shall~~
~~explain~~
~~any~~
~~circumstances~~
~~related to his or her resignation or~~
~~which he or she deems necessary to~~
~~draw~~
~~the~~
~~attention~~
~~of~~
~~the~~		 In the case of any early removal
of an Independent Director, the
Company shall make a timely
disclosure of the specific reasons
and
basis.
In
case
that
the
Independent
Director
has
an		 Independent
Directors
~~shareholders and creditors of ~~ ~~the~~ objection,
the
Company
shall
~~company,~~
~~and~~
~~shall~~
~~report~~
~~and~~
~~provide~~		 ~~separately~~
~~a~~
~~written~~		 disclose in a timely manner.
~~explanation~~
~~Regulatory~~
~~company’s ~~
~~the general ~~		 ~~to~~
~~the~~
~~Securities~~
~~Authorities~~
~~in~~
~~the~~
~~place of domicile and~~
~~meeting, respectively.~~		 Where an Independent Director
does not comply with laws and
regulations on qualifications or
independence requirements for
independent
directors,
he/she
shall
immediately
cease		 to
perform his/her duties and resign
from his/her position. If such
resignation is not tendered, the
Board of Directors shall remove
such Independent Director from
office
in
accordance
with
**regulations immediately when ** it
is aware or is deemed to be aware
of the occurrence of such fact.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
Where an Independent Director
resigns
or
is
removed
from
his/her position as a result of
involving in the circumstances
stipulated
in
the
preceding
article,
resulting
in
the
proportion
of
Independent
Directors
to
the
Board
of
Directors
or
the
special
committee(s)
thereunder
not
complying with relevant rules or
the provisions of these Articles of
Association, or the absence of an
accounting
professional
among
the Independent Directors, the
Company shall complete the by-
election within sixty days from
the
occurrence
date
of
the
aforesaid fact.
Article
122
An
Independent
Director may resign before the
expiry
of
his/her
terms.
A
resigning Independent Director
shall
deliver
his/her
written
notice of resignation to the Board
of Directors, and shall make a
statement
on
any
conditions
related to his/her resignation or
conditions
which
he/she
considers the shareholders and
creditors of the Company shall
be
brought
to
attention.
The
Company
shall
disclose
the
reasons for and concerns about
the
resignation
of
an
Independent Director.

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

APPENDIX I

Basis of
**Articles ** before Amendments Articles after Amendments
Amendments
If
the
resignation
of
an
Independent Director results in
the proportion of Independent
Directors
to
the
Board
of
Directors
or
the
special
committee(s)
thereunder
not
complying with relevant rules or
the provisions of these Articles of
Association, or the absence of an
accounting
professional
among
the Independent Directors, the
Independent
Director
who
intends to resign shall continue
to perform his/her duties until
the
date
on
which
a
new
Independent
Director
is
appointed. The Company shall
complete the by-election within
sixty days from the date on which
the Independent Director tenders
his/her resignation.
**Paragraph ** 2 of Article 143 Article 123 If at any time the The relevant
number
of
the
Independent		 wordings are
If at any time the number of the Directors of the Company does not standardized
Independent Directors
of		 the satisfy the number, qualifications
Company does
not		 satisfy the or
independence
requirements
number, qualifications or under
the
laws,
administrative
independence requirements under regulations and other relevant
~~the listing rules of the main board~~,
the Company shall notify the ~~Hong~~
~~Kong Stock Exchange ~~promptly,
and shall state in the form of		 rules, the Company shall notify the
stock
exchanges
where
the
Company’s shares are listed (if
applicable)
promptly,
and
shall
announcement the particulars and state in the form of announcement
reasons. ~~The Company shall also~~ the particulars and reasons.
~~appoint~~
~~a~~		 ~~sufficient~~ ~~number~~ ~~of~~
~~Independent ~~ ~~Directors ~~ ~~to meet ~~ ~~the~~
~~requirements of the listing rules ~~ ~~of~~
~~the main board within three months~~
~~after its failure to comply with ~~ ~~the~~
~~relevant requirements.~~

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

APPENDIX I

Articles before Amendments Articles before Amendments
Article
144
The
Independent
Director shall have the following
particular powers in addition to
those
powers
conferred
upon
him/her by the Company Law and
other relevant laws, administrative
regulations,
departmental
rules,
normative documents, the listing
rules
of
the
place
where
the
Company
shares
are
listed
and
these Articles of Association:
~~(1)~~
~~to~~
~~propose~~
~~prior~~
~~approval~~
~~opinions on the material connected~~
~~transaction (connected transactions~~
~~with a total amount of more than~~
~~RMB3 million or higher than 5%~~
~~of the latest audited net assets of~~
~~the~~
~~Company);~~
~~before~~
~~the~~
~~Independent~~
~~Directors~~
~~make~~
~~judgment, an intermediary agency~~
~~can be engaged to produce a report~~
~~of independent financial advisor,~~
~~which will serve as the basis for the~~
~~Independent Directors’ judgment;~~
~~(2) to propose to the Board of~~
~~Directors to engage or dismiss an~~
~~accounting firm;~~
~~(3) to propose to the Board of~~
~~Directors to convene extraordinary~~
~~general meetings. If the Board of~~
~~Directors refuses to do so, he/she~~
~~may~~
~~propose~~
~~to~~
~~the~~
~~Supervisor~~
~~Committee~~
~~to~~
~~convene~~
~~extraordinary general meetings;~~		 Article
124
Directors
shall
following duties:
**(1) to participate in **

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(4) to propose to convene Board~~
~~meetings;~~		 (4) other duties as stipulated by
laws, administrative regulations,
the
requirements
of
the
~~(5) publicly solicit proxies from~~
~~shareholders before shareholders’~~		 Securities Regulatory Authorities
and these Articles of Association.
~~general meetings;~~
The
Independent
Director
shall
~~(6) to engage external auditing~~ have
the
following
particular
~~firms~~
~~or~~
~~consultancy~~
~~firms~~		 powers in addition to those powers
~~necessary for performing duties.~~ conferred
upon
him/her
by
the
Company Law and other relevant
~~To exercise the powers specified in~~ laws,
administrative
regulations,
~~Clauses~~
~~(1)~~
~~to~~
~~(5)~~
~~above,~~
~~the~~		 departmental
rules,
normative
~~Independent Directors shall obtain~~ documents, the listing rules of the
~~approval of more than half of all~~ place where the Company shares
~~Independent Directors. To exercise~~ are listed and these Articles of
~~the powers specified in Clause (6)~~ Association:
~~above,~~
~~the~~
~~approval~~
~~of~~
~~all~~
~~Independent~~
~~Directors~~
~~shall~~
~~be~~
~~obtained. Clauses (1) and (2) shall~~		 (1)
to
independently
engage
intermediaries to conduct audits,
~~be approved by more than half of~~
~~the Independent Directors before~~
~~being submitted to the Board of~~		 consultations or verifications on
specific matters of the Company;
~~Directors for discussion. In the~~ **(2) to propose to the Board ** of
~~event that the proposals referred to~~
~~in Clause 1 of this Article are not~~		 Directors
for
holding
extraordinary general meetings;
~~adopted~~
~~or~~
~~the~~
~~above~~
~~powers~~
~~cannot be exercised normally, the~~
~~Company~~
~~shall~~
~~disclose~~
~~the~~
~~relevant circumstances. Where the~~		 (3)
to
propose
convening
Board meetings;		 of
~~laws,~~
~~administrative~~
~~regulations~~
~~and~~
~~the~~
~~CSRC~~
~~have~~
~~provisions~~
~~otherwise, such provisions shall~~
~~prevail.~~		 (4)
to
solicit
rights
from
shareholders in a public way in
accordance with the laws;
(5)
to
express
independent
~~Independent~~
~~Directors~~
~~shall~~
~~express independent opinions on~~
~~the following:~~		 opinions on matters that may
jeopardize
the
rights
and
interests
of
the
Company
or
minority shareholders;
~~(1) nomination, appointment and~~
~~removal of Directors;~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(2) appointment and removal of~~
~~senior management members;~~		 (6) other functions and powers as
stipulated
by
laws,
administrative
regulations,
the
~~(3) remuneration of the Directors~~ requirements of the Securities
~~and senior management members~~
~~of the Company;~~		 Regulatory Authorities and these
Articles of Association.
~~(4) to determine existing or new~~
~~loans or other capital transactions~~
~~by~~
~~shareholders,~~
~~the~~
~~de~~
~~facto~~
~~controllers and affiliates with a~~		 When exercising the functions
and powers stated in items (1) to
(3) as provided in the preceding
article,
Independent
Directors
~~total amount of more than RMB3~~ shall obtain the consent of more
~~million or higher than 5% of the~~
~~latest audited net assets of the~~		 than
half
of
all
Independent
Directors.
~~Company, and whether to adopt~~
~~effective measures to recover the~~ The
Company
shall
make
~~debts;~~ disclosures in due course when
Independent
Directors
exercise
~~(5) matters which the Independent~~
~~Directors~~
~~consider~~
~~to~~
~~be~~		 the special functions and powers.
If
the
above
functions
and
~~detrimental to the interest of the~~ powers
cannot
be
exercised
~~minority shareholders;~~ normally,
the
Company
shall
disclose the details and reasons.
~~(6)~~
~~other~~
~~matters~~
~~stipulated~~
~~by~~
~~laws,~~
~~administrative~~
~~regulations,~~		 Independent Directors shall make
~~CSRC as well as these Articles of~~ any of the following opinions in
~~Association.~~ respect
of
the
independent
opinions:
consent;
qualified
Independent Directors shall make opinion and the reasons hereto;
any of the following opinions in adverse opinion and the reasons
respect
of
the
independent		 hereto; unable to present opinions
opinions:
consent;
qualified		 and the obstacles hereto.
opinion and the reasons hereto;
adverse opinion and the reasons The Independent Director who fails
hereto; unable to present opinions to perform his/her duties diligently
and the obstacles hereto. shall undertake the corresponding
responsibilities.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~If~~
~~the~~
~~relevant~~
~~matters~~
~~in~~		 The Company shall ensure that
~~aforementioned~~
~~provisions~~
~~are~~		 Independent Directors will enjoy
~~discloseable, the Company shall~~ the same right to information as
~~make~~
~~an~~
~~announcement~~
~~of~~
~~the~~		 other
Directors.
The
Company
~~opinions of Independent Directors.~~
~~If Independent Directors are of~~
~~divergent views and cannot reach a~~
~~consensus, the Board of Directors~~		 shall provide necessary working
conditions and personnel support
to the Independent Directors in
the performance of their duties,
~~shall disclose respective opinions~~
~~of each of Independent Directors.~~		 and designate the Board office,
Secretary of the Board and other
dedicated
departments
and
~~The~~
~~Independent~~
~~Director~~
~~shall~~
~~perform his/her Director’s duties~~
~~independently in accordance with~~
~~laws,~~
~~administrative~~
~~regulations~~
~~and requirements of the Securities~~
~~Regulatory Authorities, and shall~~
~~submit his/her work report at the~~
~~annual general meeting.~~		 dedicated
personnel
to
assist
Independent
Directors
in
performing
their
duties.
The
Secretary
of
the
Board
shall
ensure the unimpeded access to
information
between
the
Independent Directors and other
Directors,
senior
management
and
other
relevant
personnel,
The Independent Director who fails and ensure that the Independent
to perform his/her duties diligently Directors
have
access
to
shall undertake the corresponding adequate
resources
and
responsibilities. necessary
professional
advice
when performing their duties.
The Company shall ensure that
Independent Directors will enjoy
the same right to information as
other Directors.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
Article 125 The Company shall Added
regularly or irregularly convene according to
meetings
attended
by
all		 Articles 18, 23
Independent
Directors		 and 24 of the
(hereinafter referred to as the Measures for
Special Meetings of Independent Independent
Directors). The following matters Directors
shall be considered at the Special
Meetings
of
Independent
Directors:
(1)
independently
engaging
intermediaries to conduct audits,
consultations or verifications on
specific matters of the Company;
**(2) proposing to the Board ** of
Directors
for
holding
extraordinary general meetings;
(3) proposing convening of Board
meetings;
(4)
related-party
transactions
that shall be disclosed;
**(5) the proposal for change ** or
waiver
of
commitments
by		 a
listed
company
and
related
parties;
(6) decisions made and measures
taken by the board of directors of
**the acquired listed company ** in
response to the acquisition;
(7) other matters as stipulated by
laws, administrative regulations,
the
requirements
of
the
Securities Regulatory Authorities
and these Articles of Association.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
The Independent Directors shall
obtain the approval of a majority
of all the Independent Directors
when
considering
the
above
matters.
The
Special
Meetings
of
Independent Directors may study
and discuss other matters of the
Company as needed.
The
Special
Meetings
of
Independent Directors shall be
convened
and
chaired
by
an
Independent
Director
jointly
elected by more than half of the
Independent
Directors;
in
the
event that the convenor is not
performing his/her duties or is
unable to perform his/her duties,
two
or
more
Independent
Directors
may
convene
themselves
and
elect
a
representative to preside over the
meeting.
The
Company
shall
provide
convenience and support for the
convening
of
the
Special
Meetings
of
Independent
Directors.

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

APPENDIX I

**Basis ** of of
Articles before Amendments Articles after Amendments
Amendments
~~Article 149 In cases where the~~ The Mandatory
~~expected~~
~~value~~
~~of~~
~~fixed~~
~~assets~~		 Provisions on
~~proposed for disposal by the Board~~ which the
~~of Directors, when aggregated with~~ original article
~~value~~
~~of~~
~~fixed~~
~~assets~~
~~disposed~~		 is based has
~~within~~
~~four~~
~~months~~
~~before~~
~~the~~		 been abolished,
~~proposed disposal, exceeds thirty-~~ and the relevant
~~three per cent (33%) of the fixed~~ contents are
~~assets value set out in the latest~~ deleted
~~balance~~
~~sheet~~
~~approved~~
~~by~~
~~the~~
~~general meetings, the Board of~~
~~Directors shall not dispose of or~~
~~consent to dispose of such fixed~~
~~assets without prior approval by~~
~~the general meeting.~~
~~The term “fixed assets disposal”~~
~~referred to in this Article includes~~
~~(among other things) transferring~~
~~certain~~
~~interests~~
~~in~~
~~assets,~~
~~but~~
~~excludes provision of guarantees~~
~~with fixed assets.~~
~~The~~
~~validity~~
~~of~~
~~transactions~~
~~regarding fixed assets disposal by~~
~~the Company shall not be affected~~
~~due to a violation of the first~~
~~paragraph of this Article.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 155 The Board meetings Article 135 The Board meetings Amended include regular Board meetings include regular Board meetings according to and extraordinary Board meetings. and extraordinary Board meetings. Article 18 of the Measures Regular meetings of the Board of Regular meetings of the Board of for Independent Directors shall be held at least four Directors shall be held at least four Directors (4) times a year. Meetings of the (4) times a year. Meetings of the Board of Directors shall be Board of Directors shall be convened by the Chairman of the convened by the Chairman of the Board by giving a notice to all Board by giving a notice to all Directors and Supervisors fourteen Directors and Supervisors fourteen (14) days before the meeting is (14) days before the meeting is held. The required period of notice held. The required period of notice of regular meetings of the Board of of regular meetings of the Board of Directors may be waived upon Directors may be waived upon unanimous consent of Directors in unanimous consent of Directors in writing. writing. The chairman shall, convene and The chairman shall, convene and preside over the extraordinary preside over the extraordinary meeting of the Board of Directors meeting of the Board of Directors within ten (10) days upon receipt within ten (10) days upon receipt of the proposal in any of the of the proposal in any of the following circumstances: following circumstances: (1) proposal of shareholders (1) proposal of shareholders holding one-tenth (1/10) or more of holding one-tenth (1/10) or more of the voting rights; the voting rights; (2) when the Chairman considers (2) when the Chairman considers necessary; necessary; (3) proposal of one-third (1/3) or (3) proposal of one-third (1/3) or more of the Directors; more of the Directors; (4) proposal of ~~one half or more~~ of (4) proposal of more than half of the Independent Directors; the Independent Directors; (5) proposal of the Supervisory (5) proposal of the Supervisory Committee; Committee; (6) proposal of the General (6) proposal of the General Manager; Manager; (7) under situations regulated by (7) under situations regulated by laws and regulations and the listing laws and regulations and the listing rules of the place where the rules of the place where the Company is listed, or requested by Company is listed, or requested by securities regulatory departments. securities regulatory departments.

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APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments The extraordinary Board meetings The extraordinary Board meetings shall be convened by giving a shall be convened by giving a notice in writing to all Directors notice in writing to all Directors five (5) days before the meeting is five (5) days before the meeting is held. The required period of notice held. The required period of notice of extraordinary meetings of the of extraordinary meetings of the Board of Directors may be waived Board of Directors may be waived upon unanimous consent of upon unanimous consent of Directors. Directors. When a director has attended a When a director has attended a meeting, he/she shall be deemed to meeting, he/she shall be deemed to have been served with a notice of have been served with a notice of the meeting if he/she fails to state the meeting if he/she fails to state he/she did not receive the notice of he/she did not receive the notice of the meeting before or during the the meeting before or during the meeting. meeting. If a substantial shareholder or a If a substantial shareholder or a Director has a conflict of interest in Director has a conflict of interest in a matter to be considered by the a matter to be considered by the Board of Directors which the Board of Directors which the Board of Directors has determined Board of Directors has determined to be material, the matter shall be to be material, the matter shall be dealt with by way of holding a dealt with by way of holding a Board meeting rather than written Board meeting rather than written resolutions. Independent Directors resolutions. Independent Directors who, and whose close associates, who, and whose close associates, have no material interest in the have no material interest in the transaction should be present at transaction should be present at such Board meeting. Subject to the such Board meeting. Subject to the Articles of Association of the Articles of Association of the Company and the laws and Company and the laws and regulations where the Company regulations where the Company was incorporated, the Directors can was incorporated, the Directors can be deemed as attending a Board be deemed as attending a Board meeting in person if they attended meeting in person if they attended a meeting through electronic a meeting through electronic means such as telephone or video means such as telephone or video conference. conference.

A Board meeting should be held to discuss the appointment and dismissal of the company secretary and the matter should be dealt with by holding a Board meeting rather than a written resolution.

A Board meeting should be held to discuss the appointment and dismissal of the company secretary and the matter should be dealt with by holding a Board meeting rather than a written resolution.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 165 The Board of Directors Article 145 The Board of Directors Amended consists of special committees, consists of special committees, according to namely the Development Strategy namely the Development Strategy Article 5 of the Committee, Risk Management Committee, Risk Management Measures for Committee, Audit Committee and Committee, Audit Committee and Independent Remuneration and Nomination Remuneration and Nomination Directors Committee. All members of the Committee. All members of the special committees shall be special committees shall be Directors. Directors. The convener of Audit Committee The convener of Audit Committee and Remuneration and Nomination and Remuneration and Nomination Committee shall be Independent Committee shall be Independent Directors, of which the convener of Directors, of which the convener of the Audit Committee shall also be the Audit Committee shall also be an accounting professional. Audit an accounting professional. Committee shall consist of at least three (3) members, all of whom Audit Committee shall consist of at shall be ~~Non-executive~~ Directors least three (3) members, all of and ~~not less than half (1/2)~~ of the whom shall be Directors who are members shall be Independent not senior management of the Directors. There shall be at least Company and more than half of one (1) Independent Director who the members shall be Independent shall be an accounting professional Directors. There shall be at least with five (5) years or more of one (1) Independent Director who working experience in accounting. shall be an accounting professional ~~Not less than half (1/2)~~ of the with five (5) years or more of members of the Remuneration and working experience in accounting. Nomination Committee shall be More than half of the members of Independent Directors. the Remuneration and Nomination Committee shall be Independent All special committees shall be Directors. accountable to the Board of Directors and may submit All special committees shall be proposals to the Board of Directors accountable to the Board of in respect of the specific matters, Directors and may submit which they are responsible for. The proposals to the Board of Directors Board of Directors shall seek in respect of the specific matters, advice of the special committees which they are responsible for. The before making any decision on Board of Directors shall seek matters related to the duties of the advice of the special committees special committees. Each special before making any decision on committee shall submit its annual matters related to the duties of the work report to the Board of special committees. Each special Directors. The Board is responsible committee shall submit its annual for formulating the rules of work report to the Board of procedures for the special Directors. The Board is responsible committees and regulating the for formulating the rules of operation of the special procedures for the special committees. committees and regulating the operation of the special committees.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
166
The
Development		 Article
146
The
Development		 Amended
Strategy Committee is responsible Strategy Committee is responsible according to
for ~~researching and forecasting ~~the
Company’s ~~long-term development~~
~~strategy~~
~~and~~
~~establishing~~
~~the~~
~~Company’s development strategy~~
~~plans.~~
Its
main
duties
are
as
follows:		 for
researching
and
making
recommendations
on
the
Company’s
long-term
development
strategy
and
material investment decision, its
main duties are as follows:		 Article
40
Code
Corporate
Governance
Listed
Companies		 of
of
for
(1) to understand and oversee the (1) to understand and oversee the
overall operation of the Company; overall operation of the Company;
(2)
to
understand,
analyze
and		 (2)
to
understand,
analyze
and
monitor the current situation of the monitor the current situation of the
international
and
domestic		 international
and
domestic
industry; industry;
(3) to understand and monitor the (3) to understand and monitor the
relevant national policies; relevant national policies;
(4)
to
understand
the
culture		 (4)
to
understand
the
culture
construction
of
the
Company,		 construction
of
the
Company,
evaluate the operational status of evaluate the operational status of
the integration and development of the integration and development of
the
Company’s
culture
and		 the
Company’s
culture
and
strategy,
and
improve
the		 strategy,
and
improve
the
compatibility
of
the
Company’s		 compatibility
of
the
Company’s
culture
and
developmental		 culture
and
developmental
strategy; strategy;
(5)
to
study
the
short-term,		 (5)
to
study
the
short-term,
medium-term
and
long-term		 medium-term
and
long-term
development
strategies
of
the		 development
strategies
of
the
Company or the relevant issues; Company or the relevant issues;
(6) to provide consultancy advice (6) to provide consultancy advice
on
the
Company’s
long-term		 on
the
Company’s
long-term
development
strategy,
major		 development
strategy,
major
investment, reform and other major investment, reform and other major
decisions; decisions;
(7) to consider and approve the (7) to consider and approve the
special
study
report
on
the		 special
study
report
on
the
development strategy; development strategy;
(8) to publish the daily research (8) to publish the daily research
report in a regular or irregular report in a regular or irregular
manner; manner;
(9) other duties determined by the (9) other duties determined by the
Board of Directors and other duties Board of Directors and other duties
required by the listing rules or required by the listing rules or
regulatory
requirements
of
the		 regulatory
requirements
of
the
places where the Company’s shares places where the Company’s shares
are listed. are listed.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 168 The Audit Committee Article 148 The Audit Committee Amended
is responsible for ~~the compliance~~
~~control~~
~~of~~
~~the~~
~~operating~~
~~management~~
~~and~~
~~investment~~
~~business of the Company and the~~
~~review~~
~~and~~
~~supervision~~
~~of~~
~~the~~
~~internal auditing works and results~~
~~of the Company. I~~ts main duties are
as follows:		 is responsible for the audit and
disclosure
of
the
Company’s
financial information, and the
supervision
and
evaluation
of
internal and external audit work
and
the
Company’s
internal
control, its main duties are as
follows:		 according
to
Article
26
of
the
Measures
for Independent
Directors
and
Article
39
of
Code
of
Corporate
Governance for
(1) to supervise the annual audit (1)
to
supervise
and
evaluate		 Listed
and
make
judgment
on
the		 external audit work, to propose to Companies
truthfulness,
accuracy
and		 engage
or
dismiss
the
external
completeness
of
the
audited		 auditor of the Company, and to
information
contained
in
the		 supervise the practice of external
financial reports before submitting auditors;
the reports to the Board;
(2) to supervise the annual audit
(2) to propose to engage or dismiss and
make
judgment
on
the
the
external
auditor
of
the		 truthfulness,
accuracy
and
Company,
and
to
supervise
the		 completeness
of
the
audited
practice of external auditors; information
contained
in
the
financial reports before submitting
(3) ~~to supervise the internal audit~~ the reports to the Board;
~~system and its implementation;~~
(3)
to
supervise
and
evaluate
(4)
to
be
responsible
for
the		 internal
audit
work,
to
be
~~communications~~
between
the
internal
audit
and
the
external		 responsible for the coordination
between the internal audit and the
audit; external audit;
(5)
to
review
and
approve
the		 (4)
to
review
and
approve
the
financial
information
of
the		 financial
information
of
the
Company and its disclosure; Company and its disclosure;
(6) ~~to examine the internal control~~ (5) to supervise and evaluate the
~~system of the Company;~~ Company’s internal control;
(7) other duties determined by the (6) other duties determined by the
Board of Directors and other duties Board of Directors and other duties
required by the listing rules or required by the listing rules or
regulatory
requirements
of
the		 regulatory
requirements
of
the
places where the Company’s shares places where the Company’s shares
are listed. are listed.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
The following matters shall be
submitted
to
the
Board
of
Directors for consideration upon
obtaining approval from more
than
half
of
members
of
the
Audit Committee:
(1)
disclosing
financial
information and internal control
evaluation reports in financial
and
accounting
reports
and
regular reports;
(2) engagement or dismissal of
the
accounting
firm
that
undertakes the audit business of
the listed company;
(3) engagement or dismissal of
the chief financial officer;
(4) changes in accounting policies
and
accounting
estimates
or
correction
of
significant
accounting errors resulting from
reasons other than changes in
accounting standards;
(5) other matters as required by
laws, administrative regulations,
the
requirements
of
the
Securities Regulatory Authorities
and these Articles of Association.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 169 The Remuneration and Article 149 The Remuneration and Amended
Nomination Committee is mainly Nomination Committee is mainly according to
responsible for formulation of the responsible for formulation of the Articles 27 and
appraisal
standards
of
the		 appraisal
standards
of
the		 28 of the
Company’s
Directors
and
the		 Company’s
Directors
and
the		 Measures for
senior
management,
as
well
as		 senior
management,
as
well
as		 Independent
conducting appraisal; formulation conducting appraisal; formulation Directors
and examination of remuneration and examination of remuneration
policy
and
proposal
for
the		 policy
and
proposal
for
the
Directors
and
the
senior		 Directors
and
the
senior
management
(including
but
not		 management
(including
but
not
limited to performance evaluation limited to performance evaluation
standards, procedures and major standards, procedures and major
evaluation
systems,
major		 evaluation
systems,
major
programs
and
systems
of		 programs
and
systems
of
incentives
and
penalties);		 incentives
and
penalties);
researching the selection standard researching the selection standard
of
Directors
and
the
senior		 of
Directors
and
the
senior
management
and
making		 management
and
making
suggestions of the candidates. Its suggestions of the candidates. Its
main duties are as follows: main duties are as follows:
(1) to ~~formulate and implement ~~a
performance
evaluation
system		 (1)
to
establish
and
make
recommendations
on
a
responsive to the changing market performance
evaluation
system
conditions,
competitive		 responsive to the changing market
remuneration
package
and
the		 conditions,
competitive
incentive measures for awards and remuneration
package
and
the
punishments related to operating incentive measures for awards and
results,
in
accordance
with
the		 punishments related to operating
features
of
the
financial
and		 results,
in
accordance
with
the
securities industry, the respective features
of
the
financial
and
scope,
responsibilities,		 securities industry, the respective
significance of the Directors and scope,
responsibilities,
senior
management
and		 significance of the Directors and
remuneration
levels
of
similar		 senior
management
and
positions
in
other
related		 remuneration
levels
of
similar
enterprises; positions
in
other
related
enterprises;

– 105 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
(2) to assess the fulfillment of (2) to assess the fulfillment of
duties of the Directors and senior duties of the Directors and senior
management of the Company and management of the Company and
to
appraise
their		 annual to
appraise
their
annual
performance; performance;
(3) to review and advise on the (3) to review and advise on the
appraisal and remuneration system appraisal and remuneration system
for
the
Directors		 and senior for
the
Directors
and
senior
management; management;
(4) to monitor the implementation (4) to monitor the implementation
of the remuneration system for the of the remuneration system for the
Directors and senior management; Directors and senior management;
(5) to review and advise on the (5) to review and advise on the
election standards and procedures election standards and procedures
of
the
Directors		 and senior of
the
Directors
and
senior
management; to search for eligible management; to search for eligible
candidates for Directors and senior candidates for Directors and senior
management;
to		 review and management;
to
review
and
provide
opinions		 on the provide
opinions
on
the
qualification criteria of candidates qualification criteria of candidates
for
Directors		 and senior for
Directors
and
senior
management; management;
(~~6~~) other duties determined by the
Board of Directors and other duties		 (6) to make recommendations to
the
Board
of
Directors
on
required by the listing rules or relevant matters in accordance
regulatory
requirements		 of the with
the
provisions
of
the
places where the Company’s shares Measures for the Administration
are listed. of
Independent
Directors		 of
Listed Companies. If the Board
**of Directors does not adopt ** or
does
not
fully
adopt
the
recommendations
of
the
Remuneration
and
Nomination
Committee, the opinions of the
Remuneration
and
Nomination
Committee
and
the
specific
reasons
therefor
shall
be
recorded in the resolutions of the
Board
of
Directors
and
be
disclosed;
(7) other duties determined by the
Board of Directors and other duties
required by the listing rules or
regulatory
requirements
of
the
places where the Company’s shares
are listed.

– 106 –

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
209
The
Supervisory		 Article
189
The
Supervisory		 The Mandatory
Committee
shall
exercise
the		 Committee
shall
exercise
the		 Provisions on
following duties and powers: following duties and powers: which the
original
article
(1)
to
examine
the
Company’s		 (1)
to
examine
the
Company’s		 is
based		 has
periodic reports prepared by the periodic reports prepared by the been abolished,
Board
and
give
written		 Board
and
give
written		 and the relevant
examination opinions; examination opinions; contents are
deleted;
(2) to review the financial position (2) to review the financial position amended
of the Company; of the Company; according to
Article 5 of the
(3) to supervise the performance of (3) to supervise the performance of Implementation
Directors and senior management Directors and senior management Regulations on
members of their duties to the members of their duties to the Integrity of
Company, and propose dismissal of Company, and propose dismissal of Securities
Directors and senior management Directors and senior management Institutions and
members that have violated the members that have violated the Their Staff and
laws,
administrative
regulations,		 laws,
administrative
regulations,		 Article
18		 of
these Articles of Association or the these Articles of Association or the the
Code		 of
resolutions
of
the
general		 resolutions
of
the
general		 Honesty of
meetings; meetings; Securities
Industry
(4)
to
demand
rectification
by		 (4)
to
demand
rectification
by
Directors and senior management Directors and senior management
members when the acts of such members when the acts of such
persons
are
prejudicial
to
the		 persons
are
prejudicial
to
the
Company’s
interest
and,
if		 Company’s
interest
and,		 if
necessary, report to the general necessary, report to the general
meeting
or
relevant
national		 meeting
or
relevant
national
competent authorities; competent authorities;
(5) to propose the convening of an (5) to propose the convening of an
extraordinary general meeting, and extraordinary general meeting, and
to convene and preside over the to convene and preside over the
general meeting when the Board general meeting when the Board
fails to perform such duties as fails to perform such duties as
specified by the Company Law; specified by the Company Law;
(6) to put forward proposals to (6) to put forward proposals to
general meetings; general meetings;

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
(7) to attend the Board meetings as (7) to attend the Board meetings as
non-voting participants, and put non-voting participants, and put
forward
queries
or
suggestions		 forward
queries
or
suggestions
regarding
resolutions
at
Board		 regarding
resolutions
at
Board
Meetings; Meetings;
(8) to arrange exit audit on senior (8) to arrange exit audit on senior
management members; management members;
(9) to initiate litigations against (9) to initiate litigations against
Directors and senior management Directors and senior management
members
in
accordance
with		 members
in
accordance
with
provisions of the Company Law; provisions of the Company Law;
(10)
~~to~~
~~review~~
~~financial~~		 (10) to conduct investigation in
~~information~~
~~such~~
~~as~~
~~financial~~		 case of any abnormality found in
~~reports, business reports, and profit~~ the operation of the Company; and
~~distribution plans as proposed by~~ if
necessary,
to
retain
at		 the
~~the Board to the general meetings,~~ expense
of
the
Company
such
~~and~~
~~to~~
~~engage~~
~~certified~~
~~public~~		 agencies as certified accounting
~~accountants and practicing auditors~~ firm and law firm to assist its work;
~~in the name of the Company to~~
~~assist with further examination if~~ (11)to supervise the performance
~~there are any queries;~~ of
management
duties
**integrity of the Directors **		 in
and
(11) to conduct investigation in senior management;
case of any abnormality found in
the operation of the Company; and (12)
to
supervise		 the
if
necessary,
to
retain
at
the		 performance
of
management
expense
of
the
Company
such		 duties in honesty of the Directors
agencies as certified accounting and senior management;
firm and law firm to assist its work;
(13)
other
duties
and
powers
(12)
other
duties
and
powers		 conferred
by
the
laws,
conferred
by
the
laws,		 administrative
regulations,
administrative
regulations,		 departmental
rules,
normative
departmental
rules,
normative		 documents,
listing
rules
of		 the
documents,
listing
rules
of
the		 place where the Company is listed
place where the Company is listed and these Articles of Association.
and these Articles of Association.

– 108 –

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

APPENDIX I

Basis of Basis of Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
Article
201
The
Directors,		 Added
Supervisors
and
senior		 according to
management
of
the
Company		 Article 22 of
shall
comply
with
laws,		 the Measures
regulations
and
relevant		 for the
requirements of the Securities Supervision and
Regulatory Authorities, earnestly Administration
perform their duties, and comply of the
with the following professional Directors,
code of conduct: Supervisors,
Senior
(1)
having
a
good
sense		 of Executives and
compliance
with
laws
and		 Practitioners of
regulations, consciously resisting Securities and
illegal activities, and cooperating Fund Business
with the Securities Regulatory Institutions
Authorities
to
perform
regulatory duties in accordance
with the laws;
(2) being honest and trustworthy,
incorruptible
and
self-
disciplined,
competing
fairly,
abiding
by
professional
ethics
and
industry
norms,
and
fulfilling
the
written
commitments to the Securities
Regulatory Authorities;
(3) performing duties earnestly
and
diligently,
effectively
safeguarding
the
legitimate
rights and interests of investors,
treating
investors
fairly,
and
effectively
preventing
and
properly
handling
conflicts		 of
interest;
(4) being prudent and cautious,
firmly
establishing
risk
awareness,
being
independent
and
objective,
and
being
free
from
illegal
interference
by
others;
**(5) other professional code ** of
conduct
stipulated
by
the
Securities
Regulatory
Authorities.

– 109 –

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

APPENDIX I

Basis of Basis of Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
Article
202
The
Directors,		 Added
Supervisors
and
senior		 according to
management
of
the
Company		 Article 26 of
shall not engage in the following the Measures
acts: for the
Supervision and
(1) taking advantage of his/her Administration
position
to
obtain
illegitimate		 of the
benefits
for
himself/herself		 or Directors,
others; Supervisors,
Senior
(2) engaging in activities that Executives and
have
conflict
of
interest
with		 Practitioners of
his/her performance of duties; Securities and
Fund Business
(3)
engaging
in
illegitimate		 Institutions
transactions
or
transfer		 of
interests;
(4)
embezzling		 or
**misappropriating the assets ** of
**the Company or its customers ** or
fund properties;
(5)
privately
accepting
customers’
engagement
for
securities and fund investment;
(6) promising gains or bearing
losses to customers in violation of
regulations;
(7)
disclosing
undisclosed
information obtained by taking
advantage
of
his/her
position,
**and using such information ** to
engage
in,
or
expressly		 or
impliedly
instruct
others		 to
engage
in
relevant
trading
activities;
(8) providing funds or securities
to
customers
in
violation		 of
regulations,
or
providing
intermediaries,
guarantees		 or
other
facilities
for
customers’
financing
in
violation		 of
regulations;
(9)
abusing
his/her
power,
neglecting
his/her
duties,
and
failing to perform his/her duties
in accordance with regulations;
(10)
other
acts
prohibited
by
laws,
regulations
and
requirements of the Securities
Regulatory Authorities.

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments
Articles after Amendments
Amendments
~~Article 244 The financial report of~~ The Mandatory
~~the Company shall be kept at the~~ Provisions on
~~Company~~
~~and~~
~~shall~~
~~be~~
~~made~~		 which the
~~available to the Shareholders at~~ original article
~~least twenty (20) days before the~~ is based has
~~annual general meeting is held.~~ been abolished,
~~Each Shareholder of the Company~~ and the relevant
~~shall have the right to obtain the~~ contents are
~~financial report mentioned in this~~ deleted
~~Chapter.~~
~~Unless otherwise stated in these~~
~~Articles~~
~~of~~
~~Association,~~
~~in~~
~~accordance~~
~~with~~
~~relevant~~
~~provisions~~
~~of~~
~~notice~~
~~and~~
~~announcement under Chapter 12 of~~
~~these Articles of Association, the~~
~~Company~~
~~shall~~
~~publish~~
~~the~~
~~aforesaid report or directors’ report~~
~~with the balance sheet, income~~
~~statement or statement of income~~
~~and expenditure, or summary of~~
~~financial statement at least twenty-~~
~~one days before the annual general~~
~~meeting.~~

– 111 –

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

APPENDIX I

**Basis ** of
Articles before Amendments **Articles after ** Amendments
Amendments
~~Article~~
~~245~~
~~The~~
~~financial~~		 The Mandatory
~~statements of the Company shall,~~ Provisions on
~~in addition to being prepared in~~ which the
~~accordance~~
~~with~~
~~the~~
~~PRC~~		 original article
~~accounting~~
~~principles~~
~~and~~		 is
based		 has
~~regulations,~~
~~be~~
~~prepared~~
~~in~~		 been abolished,
~~accordance~~
~~with~~
~~either~~		 and the relevant
~~international~~
~~accounting~~		 contents are
~~principles, or those of the place~~ deleted
~~outside~~
~~the~~
~~PRC~~
~~where~~
~~the~~
~~Company’s shares are listed. If~~
~~there is any material difference~~
~~between the financial statements~~
~~prepared in accordance with the~~
~~two~~
~~accounting~~
~~principles,~~
~~such~~
~~difference shall be stated in the~~
~~financial~~
~~statements.~~
~~In~~
~~distributing its after-tax profits, the~~
~~lower of the two amounts shown in~~
~~the financial statements shall be~~
~~adopted.~~
~~Article 246 Any interim results or~~ The Mandatory
~~financial information published or~~ Provisions on
~~disclosed by the Company must~~ which the
~~also be prepared and presented in~~ original article
~~accordance~~
~~with~~
~~the~~
~~PRC~~		 is
based		 has
~~accounting~~
~~principles~~
~~and~~		 been abolished,
~~regulations, and also in accordance~~ and the relevant
~~with~~
~~either~~
~~international~~		 contents are
~~accounting principles or those of~~ deleted
~~the~~
~~place~~
~~overseas~~
~~where~~
~~the~~
~~Company’s shares are listed.~~

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 247 ~~The Company ~~ ~~shall~~ Article 227 The Company shall The Mandatory
~~publish two (2) financial reports in~~ announce two results in each fiscal Provisions on
~~each~~
~~fiscal~~
~~year;~~
~~the~~
~~interim~~		 year;
the		 preliminary interim which the
~~financial report shall be published~~ results shall be published within original article
~~within sixty (60) days after the end~~ two months after the end of the is based has
~~of the first six (6) months ~~ ~~of the~~ first six months of the fiscal year; been abolished,
~~fiscal year; the annual financial~~ the
annual		 results shall be and the relevant
~~report shall be published within~~ published within three months after contents are
~~one hundred and twenty (120) days~~ the end of the fiscal year. deleted
~~after the end of the financial year.~~
Other regulations of the Securities
The Company shall announce two Regulatory Authorities at the place
results in each fiscal year; the where the shares of the Company
preliminary interim results shall be are listed shall prevail.
published within two months after
the end of the first six months of
the fiscal year; the annual results
shall be published within three
months after the end of the fiscal
year.
Other regulations of the Securities
Regulatory Authorities at the place
where the shares of the Company
are listed shall prevail.

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 250 The common reserve Article 230 The common reserve The Mandatory
fund of the Company shall be used fund of the Company shall be used Provisions on
to make up for the losses, expand to make up for the losses, expand which the
the operating scale or increase the the operating scale or increase the original article
capital of the Company. However, capital of the Company. However, is based has
the capital reserve shall not be used the capital reserve shall not be used been abolished,
to
recover
the
losses
of
the		 to
recover
the
losses
of
the		 and the relevant
Company. Upon the conversion of Company. Upon the conversion of contents are
statutory
common
reserve
into		 statutory
common
reserve
into		 deleted
capital, the balance of the statutory capital, the balance of the statutory
common reserve shall not be less common reserve shall not be less
than twenty-five percent (25%) of than twenty-five percent (25%) of
the
registered
capital
of
the		 the
registered
capital
of
the
Company before such conversion. Company before such conversion.
~~Capital~~
~~reserve~~
~~includes~~
~~the~~
~~following:~~
~~(1) premium arising from issuance~~
~~exceeding the nominal value of the~~
~~stock;~~
~~(2) other revenues required by the~~
~~financial authority under the State~~
~~Council to be stated as capital~~
~~reserve.~~
Article
251
After
a
profit		 Article
231
After
a
profit		 Amended
distribution plan is resolved at a distribution
plan
is
resolved		 according to
general meeting, ~~the Board shall~~
~~complete ~~the dividend (or share)
distribution within two (2) months		 at a general meeting, or after
the
Board
of
the
Company
formulates
a
specific
plan		 Article 155 of
the
Guidelines
on Articles
of
~~after the general meeting~~. according
to
the
interim
distribution conditions and limit		 Association
for
the
following
year
as
considered
and
approved
at
the annual general meeting, the
dividend
(or
share)
distribution
shall be completed within two (2)
months.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 253 The policy of profit Article 233 The policy of profit Amended
distribution of the Company is as distribution of the Company is as according to
follows: follows: Article 156 of
the Guidelines
(1) forms of profit distribution: (1) forms of profit distribution: on Articles of
The Company may distribute its The Company may distribute its Association
profits
in
cash,
shares
or
a		 profits
in
cash,
shares
or
a
combination of both or in any other combination of both or in any other
forms as permitted by the laws; forms as permitted by the laws;
(2)
specific
conditions
and		 (2)
specific
conditions
and
proportions of dividends in cash: proportions of dividends in cash:
Provided that the Company does Provided that the Company does
not have material investment plans, not have material investment plans,
major cash expenses, etc. and that major cash expenses, etc. and that
the
capital
needs
for
normal		 the
capital
needs
for
normal
operation of the Company are met, operation of the Company are met,
the
profits
distributed
by
the		 the
profits
distributed
by
the
Company in cash shall not be less Company in cash shall not be less
than
10%
of
the
distributable		 than
10%
of
the
distributable
profits of the same year, and within profits of the same year, and within
any consecutive three years, the any consecutive three years, the
accumulated profit distribution in accumulated profit distribution in
cash shall not be less than 30% of cash shall not be less than 30% of
the average annual distributable the average annual distributable
profit for those three years; profit for those three years;
(3) intervals of profit distributions: (3) intervals of profit distributions:
The Company generally distributes The Company generally distributes
its profit on a yearly basis. The its profit on a yearly basis. The
Board
may
propose
interim		 Board
may
propose
interim
distribution of profits (including distribution of profits (including
interim
distribution
of
cash		 interim
distribution
of
cash
dividends)
according
to
the		 dividends)
according
to
the
Company’s profitability and capital Company’s profitability and capital
needs and other conditions; needs and other conditions;

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
(4)
specific
conditions
of		 (4)
specific
conditions
of
distributing
dividends:
Provided		 distributing
dividends:
Provided
that the Company’s operation is in that the Company’s operation is in
good condition and that the Board good condition and that the Board
considers the distribution of share considers the distribution of share
dividends
is
beneficial
to
the		 dividends
is
beneficial
to
the
overall interest of all shareholders overall interest of all shareholders
of the Company due to a mismatch of the Company due to a mismatch
between the Company’s stock price between the Company’s stock price
and its scale of share capital, the and its scale of share capital, the
Company may distribute dividends Company may distribute dividends
in the form of shares if the above in the form of shares if the above
cash dividend conditions are met; cash dividend conditions are met;
(5)
differential
cash
dividend		 (5)
differential
cash
dividend
policy: The Board may propose a policy: The Board may propose a
differential
dividend
policy
in		 differential
dividend
policy
in
accordance with the requirements accordance with the requirements
of applicable laws, regulations and of applicable laws, regulations and
listing rules and the procedures listing rules and the procedures
prescribed
in
these
Articles
of		 prescribed
in
these
Articles
of
Association. Association;
(6)
conditions
for
non-profit
distribution: In the event that
the audit report of the Company
for the most recent year sets
out a modified opinion or an
unqualified
opinion
with
a
paragraph
on
material
uncertainties
related
to
going
concern, the profit distribution
may not be proceeded.

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

APPENDIX I

**Basis ** **Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article
254
Decision-making		 Article
234
Decision-making		 Amended
procedures
and
mechanisms
of		 procedures
and
mechanisms
of		 according to
profit
distribution
plans
are
as		 profit
distribution
plans
are
as		 Articles 6, 7
follows: follows: and 8 of the
Regulatory
(1) the profit distribution plan of (1) the profit distribution plan of Guidelines for
the Company shall be formulated the Company shall be formulated Listed
by the Board. The Board shall fully by the Board. The Board shall fully Companies No.
discuss the rationality of the profit discuss the rationality of the profit 3 – Distribution
distribution plan and formulate the distribution plan and formulate the of Cash
special proposal to be implemented special proposal to be implemented Dividends of
upon consideration and approval at upon consideration and approval at Listed
the general meeting. ~~Independent~~
~~Directors shall give clear opinions.~~
Before the specific plan of profit		 the general meeting. When the
Independent Directors consider
that the specific plan of cash		 Companies
distribution is considered at the dividends might be detrimental
general
meeting,
the
Company		 to the interests of the Company
shall actively communicate with or minority shareholders, they
the
shareholders,
especially
the		 shall have the right to express
minority shareholders, via multiple independent
opinions.
If
the
channels, fully listen to the views, Board
of
Directors
does
not
complaints
and
requests
of
the		 adopt or does not fully adopt the
minority shareholders, and timely recommendations
of
the
respond to the concerns of the Independent
Directors,
the
minority shareholders. When the opinions
of
the
Independent
profit
distribution
plan
is		 Directors
and
the
specific
considered at the general meeting, reasons
therefor
shall
be
the shareholders shall be provided recorded in the resolutions of the
with access to online voting. Board
of
Directors
and
be
disclosed. Before the specific plan
of profit distribution is considered
at
the
general
meeting,
the
Company
shall
actively
communicate
with
the
shareholders,
especially
the
minority shareholders, via multiple
channels, fully listen to the views,
complaints
and
requests
of
the
minority shareholders, and timely
respond to the concerns of the
minority shareholders. When the
profit
distribution
plan		 is
considered at the general meeting,
the shareholders shall be provided
with access to online voting.

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

APPENDIX I

Basis of
**Articles ** **before ** Amendments Articles after Amendments
Amendments
(2) if the Company cannot (2)
if
the
Company
cannot
determine the profit distribution determine the profit distribution
plan for the current year in plan
for
the
current
year
in
accordance with the established accordance
with
the
established
cash dividend policy or the cash
dividend
policy
or
the
minimum cash dividend ratio under minimum cash dividend ratio under
exceptional circumstances, the exceptional
circumstances,
the
Company shall disclose the Company
shall
disclose
the
specific reasons ~~and~~ ~~the~~ ~~clear~~ specific
reasons
in
the
annual
~~opinions~~ ~~of~~ ~~the~~ ~~Independent~~ report. The profit distribution plan
~~Directors ~~ in the annual report. The of the Company shall be adopted
profit distribution plan of the by 2/3 or more of the voting rights
Company shall be adopted by 2/3 held by the shareholders attending
or more of the voting rights held by the general meeting. When the
the shareholders attending the Company
holds
an
annual
general meeting. general meeting to review the
annual profit distribution plan, it
may consider and approve the
conditions, proportion cap and
amount cap of cash dividends for
the interim period of the next
year. The dividend cap for the
interim period of the next year
considered at the annual general
meeting shall not exceed the net
profit
attributable
to
shareholders
of
the
listed
company for the corresponding
period. The Board of Directors
shall formulate a specific interim
dividend plan in accordance with
the resolutions of the general
meeting
and
subject
to
the
conditions of profit distribution.

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments (3) in the event of any war, natural (3) in the event of any war, natural disasters and other force majeure, disasters and other force majeure, or changes in the external business or changes in the external business environment of the Company environment of the Company having a significant impact on the having a significant impact on the Company’s production and Company’s production and operation, or if the Company’s own operation, or if the Company’s own business or financial position has business or financial position has changed greatly or the relevant changed greatly or the relevant laws, regulations or regulatory laws, regulations or regulatory requirements have been changed or requirements have been changed or adjusted, or if the Board deems adjusted, or if the Board deems necessary, the Company may adjust necessary, the Company may adjust the profit distribution policy. the profit distribution policy.

Should the Company adjust the profit distribution policy, the Board shall have a detailed discussion about the feasibility of the adjustment and form a special proposal to be submitted to the general meeting subject to approval by 2/3 or more of the voting rights held by the shareholders attending the general meeting. Independent Directors shall give clear opinions. Before the specific plan of adjusted profit distribution is considered at the general meeting, the Company shall actively communicate with the shareholders, especially the minority shareholders, via multiple channels, fully listen to the views, complaints and requests of the minority shareholders, and timely respond to the concerns of the minority shareholders. When the adjustment of profit distribution policy is considered at the general meeting, the shareholders shall be provided with access to online voting.

Should the Company adjust the profit distribution policy, the Board shall have a detailed discussion about the feasibility of the adjustment and form a special proposal to be submitted to the general meeting subject to approval by 2/3 or more of the voting rights held by the shareholders attending the general meeting. Independent Directors shall give clear opinions. Before the specific plan of adjusted profit distribution is considered at the general meeting, the Company shall actively communicate with the shareholders, especially the minority shareholders, via multiple channels, fully listen to the views, complaints and requests of the minority shareholders, and timely respond to the concerns of the minority shareholders. When the adjustment of profit distribution policy is considered at the general meeting, the shareholders shall be provided with access to online voting.

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

APPENDIX I

**Basis ** of
Articles before Amendments **Articles ** **after ** Amendments
Amendments
Article 260 The Company shall **Article ** 240 The Company shall The Mandatory
appoint ~~an independent ~~firm of
accountants,
which
is
qualified		 appoint
which		 a
is		 firm
of
qualified		 accountants,
under
the		 Provisions
which		 on
the
under ~~relevant national ~~regulations
~~to~~
~~audit~~
~~the~~
~~Company’s~~
~~annual~~
~~financial~~
~~report,~~
~~review~~
~~other~~		 requirements of the Securities
Law
to
conduct
financial
statements
auditing,
net
assets		 original
article
is
based
has
been abolished,
~~financial reports of the Company,~~ verification and other relevant and the relevant
~~and provide ~~financial statements consulting services for one (1) contents are
auditing, net assets verification and year. The accounting firm is deleted;
other relevant consulting services~~.~~ eligible for reappointment. amended
according to
~~The first accounting firm of the~~ Article 159 of
~~Company may be appointed by the~~ the Guidelines
~~inaugural meeting before the first~~ on Articles of
~~annual~~
~~shareholders’~~
~~general~~		 Association
~~meeting~~
~~and~~
~~the~~
~~term~~
~~of~~
~~appointment of the accounting firm~~
~~shall end at the close of the first~~
~~annual~~
~~shareholders’~~
~~general~~
~~meeting.~~
~~If the inaugural meeting does not~~
~~exercise its duties and powers in~~
~~accordance~~
~~with~~
~~the~~
~~aforementioned~~
~~provisions,~~
~~then~~
~~the~~
~~Board~~
~~of~~
~~Directors~~
~~shall~~
~~exercise its duties and powers.~~
~~The accounting firm appointed by~~
~~the Company shall hold office ~~for
one (1) year~~from the conclusion of~~
~~the~~
~~annual~~
~~general~~
~~meeting~~
~~at~~
~~which it was appointed until the~~
~~conclusion~~
~~of~~
~~the~~
~~next~~
~~annual~~
~~general meeting~~. The accounting
firm is eligible for reappointment.

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 261 The accounting firm~~ The Mandatory
~~appointed by the Company shall~~ Provisions on
~~have the following rights:~~ which the
original article
~~(1) a right to access the account~~ is based has
~~books, records or vouchers at any~~ been abolished,
~~time, and to ask Directors, General~~ and the relevant
~~Managers~~
~~or~~
~~other~~
~~senior~~		 contents are
~~management of the Company to~~ deleted
~~provide relevant documents and~~
~~explanations;~~
~~(2) a right to require the Company~~
~~to take all reasonable actions to~~
~~obtain from its subsidiaries any~~
~~information~~
~~and~~
~~explanations~~
~~necessary for the discharge of its~~
~~duties;~~
~~(3) a right to be present at a general~~
~~meeting and to receive notices of,~~
~~and information relating to, any~~
~~general~~
~~meeting,~~
~~which~~
~~any~~
~~shareholder is entitled to receive,~~
~~and~~
~~to~~
~~speak~~
~~at~~
~~any~~
~~general~~
~~meeting for matters in relation to~~
~~its~~
~~capacity~~
~~as~~
~~the~~
~~Company’s~~
~~accounting firm.~~
~~Article~~
~~263~~
~~Regardless~~
~~of~~
~~the~~		 The Mandatory
~~terms in the contract concluded~~ Provisions on
~~between the accounting firm and~~ which the
~~the Company, the general meeting~~ original article
~~may,~~
~~through~~
~~an~~
~~ordinary~~		 is based has
~~resolution, resolve to dismiss the~~ been abolished,
~~said accounting firm before the~~ and the relevant
~~expiration of the term thereof. In~~ contents are
~~the event of any rights claimed by~~ deleted
~~the accounting firm against the~~
~~Company, the said rights shall not~~
~~be affected.~~

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

APPENDIX I

Articles before Amendments
**Articles after **		 Amendments
Basis of
Amendments
Article 265 The ~~remuneration ~~of
an accounting firm ~~or the manner~~
~~in~~
~~which~~
~~such~~
~~firm~~
~~is~~
~~to~~
~~be~~
~~remunerated ~~shall be determined at
the
general
meeting.
~~The~~
~~remuneration of an accounting firm~~
~~appointed by the Board shall be~~
~~determined by the Board.~~
Article 243 The audit fees of an
accounting
firm
shall
be
determined at the general meeting.
Amended
according
to
Article 162 of
the
Guidelines
on Articles
of
Association
Article 267 Where the Company
dismisses or ceases to re-appoint
an accounting firm, prior notice
shall be given to the accounting
firm, and the accounting firm shall
have the right to state its opinions
to the general meeting.
Where the accounting firm resigns,
it shall explain at the shareholders’
meeting
whether
there
is
any
improper
circumstance
of
the
Company.
~~Where~~
~~it~~
~~is~~
~~proposed~~
~~that~~
~~any~~
~~resolution be passed at a general~~
~~meeting~~
~~concerning~~
~~the~~
~~appointment of an accounting firm,~~
~~which is not an incumbent firm to~~
~~fill a casual vacancy in the office~~
~~of the accounting firm, the re-~~
~~appointment~~
~~of~~
~~a~~
~~retiring~~
~~accounting~~
~~firm,~~
~~which~~
~~was~~
~~appointed by the Board to fill a~~
~~casual vacancy, or the dismissal of~~
~~an~~
~~accounting~~
~~firm~~
~~before~~
~~the~~
~~expiration of its term of office, the~~
~~following provisions shall apply:~~
~~(1) a copy of the appointment or~~
~~removal proposal shall be sent to~~
~~the~~
~~accounting~~
~~firm,~~
~~which~~
~~is~~
~~proposed~~
~~to~~
~~be~~
~~appointed~~
~~or~~
~~dismissed or which has left its post~~
~~in the relevant accounting year~~
~~before the notice of the general~~
~~meeting~~
~~is~~
~~given~~
~~to~~
~~the~~
~~shareholders.~~
~~The leaving of an accounting firm~~
~~includes the removal, resignation~~
~~or retirement of such firm.~~
~~(2) if the accounting firm leaving~~
~~its post makes representations in~~
~~writing and requests the Company~~
~~to notify such representations to~~
~~the~~
~~shareholders,~~
~~the~~
~~Company~~
~~shall (unless the representations~~
~~have~~
~~been~~
~~received~~
~~after~~
~~the~~
~~prescribed time) take the following~~
~~measures:~~
Article 245 Where the Company
dismisses or ceases to re-appoint
an accounting firm, prior notice
shall be given to the accounting
firm, and the accounting firm shall
have the right to state its opinions
to the general meeting.
Where the accounting firm resigns,
it shall explain at the shareholders’
meeting
whether
there
is
any
improper
circumstance
of
the
Company.
The
Opinion
Letter
on
Supplementation
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted

~~1. state the fact that the retiring accounting firm has made such representations in any notice of the resolution given to shareholders;~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~2.~~
~~attach~~
~~a~~
~~copy~~
~~of~~
~~the~~
~~representations to the notice and~~
~~deliver it to the shareholders in the~~
~~manner~~
~~as~~
~~stipulated~~
~~in~~
~~these~~
~~Articles.~~
~~(3) if the Company fails to send out~~
~~the~~
~~representations~~
~~of~~
~~the~~
~~accounting firm in the manner set~~
~~out~~
~~in~~
~~item~~
~~(2)~~
~~above,~~
~~such~~
~~accounting firm may require that~~
~~the representations be read out at~~
~~the~~
~~meeting~~
~~and~~
~~may~~
~~make~~
~~a~~
~~further appeal.~~
~~(4) the leaving accounting firm~~
~~shall~~
~~be~~
~~entitled~~
~~to~~
~~attend~~
~~the~~
~~following meetings:~~
~~1. the general meeting at which its~~
~~term of office expires;~~
~~2. the general meeting at which it is~~
~~proposed to fill the vacancy caused~~
~~by its removal;~~
~~3. the general meeting, which is~~
~~convened~~
~~as~~
~~a~~
~~result~~
~~of~~
~~its~~
~~resignation.~~
~~The leaving accounting firm shall~~
~~be entitled to receive all notices of,~~
~~and other communications relating~~
~~to, any such meetings, and to speak~~
~~at any such meetings in relation to~~
~~matters concerning its role as the~~
~~former~~
~~accounting~~
~~firm~~
~~of~~
~~the~~
~~Company.~~

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

APPENDIX I

Basis of Articles before Amendments Articles after Amendments Amendments Article 271 If the notice is served Article 249 If the notice is served Amended by hand, the date of service is the by hand, the date of service is the according to date of acknowledgment of receipt date of acknowledgment of receipt Article 169 of by signature or affixed seal on the by signature or affixed seal on the the Guidelines service return slip. If the notice is service return slip. If the notice is on Articles of sent by speedpost, the date of sent by speedpost, the date of Association service is the second (2) working service is the second (2) working day from the date of delivery at the day from the date of delivery at the post office. If the notice is given by post office. If the notice is given by e-mail, the date of such e-mail e-mail, the date of such e-mail entering the recipients’ designated entering the recipients’ designated electronic data exchange system electronic data exchange system shall be the date of service. If the shall be the date of service. If the notice is given by fax, the sent date notice is given by fax, the sent date on the sender’s fax record shall be on the sender’s fax record shall be the date of service. the date of service ; in the case of given by way of public announcement, the date of the first announcement shall be the date of service . ~~Article 274 The merger or division~~ The Mandatory ~~of the Company shall be proposed~~ Provisions on ~~by the Board of Directors and shall~~ which the ~~go through the relevant approval~~ original article ~~process according to the law after~~ is based has ~~being approved by the procedures~~ been abolished, ~~required by these Articles of~~ and the relevant ~~Association. The shareholders who~~ contents are ~~object to such merger or division~~ deleted ~~shall have the right to require the Company or shareholders who consent to the proposal for merger or division of the Company to purchase their shares at a fair price. Specific documents shall be prepared with regard to the content of the resolutions on the Company’s merger and division for shareholders’ inspection. For holders of overseas listed foreign shares, the aforesaid documents shall be delivered by mail or by other means as permitted by relevant laws, regulations or the listing rules of the listing place.~~

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

APPENDIX I

**Basis ** **Basis ** of of
Articles before Amendments Articles after Amendments
Amendments
Article 281 The Company shall be Article 258 The Company shall be The deleted
dissolved
for
the
following		 dissolved
for
the
following		 part
was		 item
reasons: reasons: (4)
of		 Article
153
of		 the
(1) Circumstance for dissolution (1) Circumstance for dissolution Mandatory
specified
in
these
Articles
of		 specified
in
these
Articles
of		 Provisions. As
Association arises; Association arises; the
bankruptcy
involves direct
(2)
The
general
meeting
has		 (2)
The
general
meeting
has		 liquidation
resolved to dissolve the Company; resolved to dissolve the Company; without going
through the
(3)
Merger
or
division
of
the		 (3)
Merger
or
division
of
the		 dissolution
Company requires a dissolution; Company requires a dissolution; process, it is
deleted
(4) The business license is revoked (4) The business license is revoked according to
in accordance with the law, or the in accordance with the law, or the Article 179 of
Company is ordered to close or is Company is ordered to close or is the
Guidelines
cancelled; cancelled; on Articles of
Association
(5)
~~The~~
~~Company~~
~~is~~
~~declared~~		 (5)
If
the
Company
gets
into
~~bankrupt in accordance with the~~ serious trouble in operations and
~~law because it is unable to pay its~~ management and continuation may
~~debts as they fall due;~~ incur
material
losses
of
the
interests of the shareholders, and
(6)
If
the
Company
gets
into		 no solution can be found through
serious trouble in operations and any other means, the shareholders
management and continuation may holding ten per cent (10%) or more
incur
material
losses
of
the		 of the total voting rights of the
interests of the shareholders, and Company may request the People’s
no solution can be found through Court to dissolve the Company.
any other means, the shareholders
holding ten per cent (10%) or more
of the total voting rights of the
Company may request the People’s
Court to dissolve the Company.

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

APPENDIX I

Basis of Basis of Basis of Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 283 Where the Company is Article 260 Where the Company is Amended
dissolved under the circumstances dissolved under the circumstances according to
set out in items (1), (2), (4) and (~~6~~) set out in items (1), (2), (4) and (5) Article 181 of
of ~~Article 281 ~~of the Articles of of Article 258 of the Articles of the Guidelines
Association,
the
Company
shall		 Association,
the
Company
shall		 on Articles of
establish a liquidation committee establish a liquidation committee Association;
within fifteen (15) days upon the within fifteen (15) days upon the given that item
approval
of
the
Securities		 approval
of
the
Securities		 (5) of the
Regulatory
Authorities.
~~The~~
~~composition~~
~~of~~
~~the~~
~~liquidation~~
~~committee shall be determined by~~
~~ordinary~~
~~resolution~~
~~at~~
~~shareholders’ general meeting. ~~If
the Company fails to establish a		 Regulatory Authorities, to start
the
liquidation
process.
The
composition
of
the
liquidation
committee shall be determined
by directors or the shareholders’
general meeting. If the Company		 original Article
281
of
these
Articles
of
Association has
been
deleted,
the
quotation
liquidation
committee
on
time,		 fails
to
establish
a
liquidation		 article is
creditors may request the people’s committee on time, creditors may deleted
court to designate certain persons request
the
people’s
court		 to accordingly
to form a liquidation committee to designate certain persons to form a
perform liquidation. liquidation committee to perform
liquidation.
Where the Company is dissolved
under the circumstance set out in Where the Company is dissolved
item (3) of ~~Article 281 ~~of the under the circumstance set out in
Articles
of
Association,
the		 item (3) of Article 258 of the
Company
shall
apply
to
the		 Articles
of
Association,
the
Securities Regulatory Authorities Company
shall
apply
to
the
with reasons for dissolution and Securities Regulatory Authorities
liabilities settlement scheme. The with reasons for dissolution and
Company shall be dissolved after liabilities settlement scheme. The
obtaining the approval from the Company shall be dissolved after
Securities Regulatory Authorities. obtaining the approval from the
Securities Regulatory Authorities.
~~Where the Company is dissolved~~
~~under the circumstance set out in~~
~~item (5) of Article 281 of the~~
~~Articles~~
~~of~~
~~Association,~~
~~the~~
~~people’s court shall, according to~~
~~the~~
~~applicable~~
~~laws,~~
~~order~~
~~the~~
~~formation~~
~~of~~
~~a~~
~~liquidation~~
~~committee~~
~~comprising~~
~~shareholders, relevant authorities~~
~~and professionals to process the~~
~~liquidation in accordance with the~~
~~applicable~~
~~bankruptcy~~
~~law~~
~~of~~
~~enterprises.~~

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

APPENDIX I

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~284~~
~~Where~~
~~the~~
~~Board~~		 The Mandatory
~~resolves to liquidate the Company~~ Provisions on
~~for~~
~~any~~
~~reason~~
~~other~~
~~than~~		 which the
~~bankruptcy, the Board shall include~~ original article
~~a statement in its notice convening~~ is based has
~~a shareholders’ general meeting to~~ been abolished,
~~the effect that, after making full~~ and the relevant
~~inquiry~~
~~into~~
~~the~~
~~affairs~~
~~of~~
~~the~~		 contents are
~~Company,~~
~~the~~
~~Board~~
~~is~~
~~of~~
~~the~~		 deleted
~~opinion that the Company shall be~~
~~able to pay its debts in full within~~
~~twelve~~
~~(12)~~
~~months~~
~~from~~
~~the~~
~~commencement of the liquidation.~~
~~The Board of the Company shall~~
~~lose its powers immediately after~~
~~the resolution for liquidation is~~
~~passed at the shareholders’ general~~
~~meeting.~~
~~The liquidation committee shall act~~
~~in accordance with instructions of~~
~~the general meeting and make a~~
~~report at least once every year to~~
~~the~~
~~general~~
~~meeting~~
~~on~~
~~the~~
~~committee’s income and expenses,~~
~~the business of the Company and~~
~~the progress of the liquidation; and~~
~~present a final report to the general~~
~~meeting upon completion of the~~
~~liquidation.~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 287 After the liquidation Article 263 After the liquidation Duplicated with
committee has examined and taken committee has examined and taken the preceding
possession of the assets of the possession of the assets of the paragraph, and
Company and prepared a balance Company and prepared a balance it is deleted
sheet and a property inventory, it sheet and a property inventory, it
shall
formulate
a
liquidation		 shall
formulate
a
liquidation
proposal
and
submit
it
to
the		 proposal
and
submit
it
to
the
general meeting or People’s Court general meeting or People’s Court
for confirmation. for confirmation.
The assets of the Company shall be The assets of the Company shall be
settled in the following order: settled in the following order:
(1)
payment
of
the
liquidation		 (1)
payment
of
the
liquidation
expenses; expenses;
(2) payment of employees’ salaries, (2) payment of employees’ salaries,
social
insurance
expenses
and		 social
insurance
expenses
and
statutory compensations; statutory compensations;
(3) payment of outstanding taxes; (3) payment of outstanding taxes;
(4) payment of the Company debts; (4) payment of the Company debts;
(5)
distribution
to
shareholders		 (5)
distribution
to
shareholders
according to their proportion of according to their proportion of
capital contribution. capital contribution.
Before the assets of the Company Before the assets of the Company
are
applied
for
settlement
in		 are
applied
for
settlement		 in
accordance with the requirements accordance with the requirements
of (1) to (4) above, they cannot be of (1) to (4) above, they cannot be
distributed to shareholders. distributed to shareholders.
During the liquidation period, the During the liquidation period, the
Company
remains
in
existence;		 Company
remains
in
existence;
however, it shall not commence however, it shall not commence
any
business
activity
that
is		 any
business
activity
that		 is
unrelated
to
liquidation.
~~The~~		 unrelated to liquidation.
~~Company’s~~
~~assets~~
~~shall~~
~~not~~
~~be~~
~~distributed to shareholders prior to~~
~~settling~~
~~debts~~
~~pursuant~~
~~to~~
~~the~~
~~foregoing provision.~~

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

APPENDIX I

Basis of
Articles before Amendments **Articles ** after Amendments
Amendments
Article
289
Following
the		 Article
265
Following		 the The Mandatory
completion of the liquidation of the completion of the liquidation of the Provisions on
Company,
the
liquidation		 Company, the
liquidation		 which the
committee
shall
prepare
a		 committee shall
prepare		 a original
article
liquidation report~~, a revenue and~~ liquidation report, submit the same is
based		 has
~~expenditure~~
~~statement~~
~~and~~
~~financial account books in respect~~
~~of the liquidation period and, after~~		 to the general meeting or people’s
court
for
confirmation,
and
deliver the same to the company		 been abolished,
and the relevant
contents
are
~~verification~~
~~thereof~~
~~by~~
~~an~~		 registration authority,
apply		 for deleted;
~~accountant~~
~~registered~~
~~in~~
~~China~~,		 cancellation of
the
Company’s		 amended
submit the same to the general registration and publicly announce according to
meeting ~~or the relevant authorities~~ the Company’s dissolution. Article 186 of
~~in charge ~~for confirmation~~. Within~~ the
Guidelines
~~thirty (30) days from the date of~~ on Articles of
~~confirmation~~
~~of~~
~~the~~		 Association
~~aforementioned documents by the~~
~~general meeting or the relevant~~
~~authorities~~
~~in~~
~~charge,~~
~~the~~
~~liquidation committee shall ~~deliver
the
same
to
the
company
registration
authority,
apply
for
cancellation
of
the
Company’s
registration and publicly announce
the Company’s dissolution.

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

APPENDIX I

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
~~CHAPTER~~
~~15~~
~~SETTLEMENT~~		 The Mandatory
~~OF DISPUTES~~ Provisions on
which the
~~Article 296 The Company follows~~ original chapter
~~the~~
~~following~~
~~rules~~
~~for~~
~~the~~		 and article are
~~settlement of disputes:~~ based has been
abolished, and
~~(1) all disputes and claims between~~ the relevant
~~the Company and its Directors,~~ contents are
~~Supervisors or senior management,~~ deleted
~~between shareholders of overseas~~
~~listed~~
~~foreign~~
~~shares~~
~~and~~
~~the~~
~~Company, between shareholders of~~
~~overseas listed foreign shares and~~
~~the~~
~~Company’s~~
~~Directors,~~
~~Supervisors,~~
~~General~~
~~Managers~~
~~and other senior management, or~~
~~between shareholders of overseas~~
~~listed~~
~~foreign~~
~~shares~~
~~and~~
~~shareholders of Domestic Shares~~
~~arising~~
~~from~~
~~these~~
~~Articles~~
~~of~~
~~Association~~
~~or~~
~~any~~
~~rights~~
~~or~~
~~obligations conferred or imposed~~
~~by the Company Law or any other~~
~~relevant laws and administrative~~
~~regulations concerning the affairs~~
~~of the Company shall be referred~~
~~by~~
~~the~~
~~relevant~~
~~parties~~
~~to~~
~~arbitration.~~
~~The~~
~~aforementioned~~
~~disputes~~
~~or~~
~~claims~~
~~shall~~
~~be~~
~~referred~~
~~to~~
~~arbitration as a whole. All parties~~
~~involved in the same dispute or~~
~~claim shall abide by the arbitration~~
~~if such parties are the Company or~~
~~the~~
~~shareholders,~~
~~Directors,~~
~~Supervisors, General Managers or~~
~~other senior management of the~~
~~Company.~~

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APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Disputes~~
~~in~~
~~relation~~
~~to~~
~~the~~
~~definition~~
~~of~~
~~shareholders~~
~~and~~
~~register of shareholders need not be~~
~~resolved by arbitration.~~
~~(2) a claimant may elect arbitration~~
~~at either the China International~~
~~Economic and Trade Arbitration~~
~~Commission in accordance with its~~
~~Arbitration~~
~~Rules~~
~~or~~
~~the~~
~~Hong~~
~~Kong~~
~~International~~
~~Arbitration~~
~~Center~~
~~in~~
~~accordance~~
~~with~~
~~its~~
~~Arbitration Rules. Once a claimant~~
~~refers~~
~~a~~
~~dispute~~
~~or~~
~~claim~~
~~to~~
~~arbitration, the other party must~~
~~submit to the arbitral body elected~~
~~by the claimant.~~
~~If a claimant elects arbitration at~~
~~the~~
~~Hong~~
~~Kong~~
~~International~~
~~Arbitration Center, any party to the~~
~~dispute or claim may apply for a~~
~~hearing to take place in Shenzhen~~
~~in accordance with the Securities~~
~~Arbitration~~
~~Rules~~
~~of~~
~~the~~
~~Hong~~
~~Kong~~
~~International~~
~~Arbitration~~
~~Center.~~
~~(3) if any disputes or claims of~~
~~rights prescribed in item (1) above~~
~~are referred to arbitration, the laws~~
~~of the People’s Republic of China~~
~~shall~~
~~apply,~~
~~save~~
~~as~~
~~otherwise~~
~~provided~~
~~in~~
~~laws~~
~~and~~
~~administrative regulations.~~
~~(4) The award of an arbitration~~
~~body shall be final and conclusive~~
~~and binding on all parties.~~

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 297 Definitions Article 272 Definitions Amended
according to
(1) The “controlling shareholder” (1) The “controlling shareholder”, Article 193 of
shall refer to a person that satisfies when
the
Company
Law
and		 the Guidelines
any of the following conditions: **relevant laws and regulations ** in on Articles of
Mainland China are applicable, Association
1. he/she, acting alone or in concert shall refer to a shareholder who
with others, has the power to elect holds shares representing 50% or
half or more of the total number of **more of the total share capital ** of
Directors; the Company; or a shareholder
**having sufficient voting right ** in
2. he/she, acting alone or in concert respect of the shares he/she holds
with
others,
has
the		 power to to pose a significant influence on
exercise or control the exercise of the
resolutions
of
the
thirty per cent (30%) or more of the shareholders’ general
meetings
Company’s voting rights; **despite holding less than 50% ** of
the total share capital of the
3. he/she, acting alone or in concert Company.
with others, holds thirty per cent
(30%) or more of the issued and When the Hong Kong Listing
outstanding
shares		 of the Rules and laws and regulations in
Company; Hong
Kong,
China
are
applicable,
it
shall
refer
to		 a
4. he/she, acting alone or in concert person that satisfies any of the
with others, has de facto control following
conditions:
1.
he/she,
over the Company in any other acting alone or in concert with
manner. others, has the power to elect half
or more of the total number of
Directors; 2. he/she, acting alone
or in concert with others, has the
power to exercise or control the
exercise of thirty per cent (30%) or
more
of
the
Company’s
voting
rights; 3. he/she, acting alone or in
concert with others, holds thirty
per cent (30%) or more of the
issued and outstanding shares of
the Company; 4. he/she, acting
alone or in concert with others, has
de facto control over the Company
in any other manner.

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

APPENDIX I

Basis of
Articles before Amendments Articles after Amendments
Amendments
(2) The “de facto controller” refers (2) The “de facto controller” refers
to that although such controller is to that although such controller is
not a shareholder of the Company, not a shareholder of the Company,
he/she is a person who can actually he/she is a person who can actually
dominate
the
Company
through		 dominate
the
Company
through
investment
relations,
agreements		 investment
relations,
agreements
or other arrangements. or other arrangements.
(3)
The
“connected
relations”		 (3)
The
“connected
relations”
refers to the relationship between refers to the relationship between
the
Company’s
controlling		 the
Company’s
controlling
shareholders, de facto controller, shareholders, de facto controller,
Directors,
Supervisors,
senior		 Directors,
Supervisors,
senior
management
officers
and
those		 management
officers
and
those
enterprises, which are directly or enterprises, which are directly or
indirectly
controlled
by
the		 indirectly
controlled
by
the
foregoing parties and such other foregoing parties and such other
relationship, which may cause the relationship, which may cause the
interests of the Company to be interests of the Company to be
transferred.
However,
the
state-		 transferred.
However,
the
state-
controlled enterprises do not have controlled enterprises do not have
connected relations merely because connected relations merely because
they are all being controlled by the they are all being controlled by the
State. State.
(4) The “internal Directors” shall (4) The “internal Directors” shall
refer to such Directors who are refer to such Directors who are
concurrently taking other positions concurrently taking other positions
in the Company. in the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Notes:

  1. Those marked by way of “ ~~wordings~~ ” in the articles before amendments are contents proposed to be deleted; and those marked by way of “wordings” in the articles after amendments are contents proposed to be added.

  2. The following table does not contain comparisons that correspond to amendments merely resulting from changes in the serial number of the articles.

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 1 In order to regulate the Article 1 In order to regulate the The
Special
organization and conduct of CSC organization and conduct of CSC Regulations
of
Financial
Co.,
Ltd.
(hereinafter		 Financial
Co.,
Ltd.
(hereinafter		 the
State
referred to as the~~“~~Company~~”~~) and to referred to as the Company) and to Council on the
ensure
that
the
general
meetings		 ensure
that
the
general
meetings		 Overseas
Share
exercise the functions and powers exercise the functions and powers Offering
and
thereof
according
to
laws,
these		 thereof
according
to
laws,
these		 Listing of Joint
Rules are formulated in accordance Rules are formulated in accordance Stock
Limited
with
the
relevant
laws,
administrative
regulations,
departmental
rules
and
statutory
documents, including the Company
Law of the People’s Republic of
China (《中華人民共和國公司法》)		 with
the
relevant
laws,
administrative
regulations,
departmental
rules
and
statutory
documents, including the Company
Law of the People’s Republic of
China (《中華人民共和國公司法》)		 Companies (《國
務院關於股份有
限公司境外募集
股份及上市的特
別規定》)
involved in the
(hereinafter
referred
to
as
the		 (hereinafter
referred
to
as
the		 Reply
of
the
~~“C~~ompany Law~~”~~), the Regulation on Company Law), the Regulation on State Council on
the Supervision and Administration
of Securities Companies (《證券公
司監督管理條例》),
Rules
for		 the Supervision and Administration
of Securities Companies (《證券公
司監督管理條例》),
Rules
for		 the
Adjustment
of
the
Notice
Period
of
the
Governance of Securities Companies
(《證券公司治理準則》), ~~the Reply~~		 Governance of Securities Companies
(《證券公司治理準則》),
the		 General Meeting
and
Other
~~of~~
~~the~~
~~State~~
~~Council~~
~~on~~
~~the~~		 Guidelines
on
Articles
of		 Matters
~~Adjustment of the Notice Period of~~
~~the~~
~~General~~
~~Meeting~~
~~and~~
~~Other~~		 Association of Listed Companies (《上
市公司章程指引》), the Rules for		 Applicable
to
the
Overseas
~~Matters Applicable to the Overseas~~
~~Listed Companies (《國務院關於調~~
~~整適用在境外上市公司召開股東大~~
~~會通知期限等事項規定的批覆》),~~
~~Mandatory~~
~~Provisions~~
~~for~~
~~the~~
~~Articles~~
~~of~~
~~Association~~
~~of~~
~~Companies Listed Overseas (《到境~~
~~外上市公司章程必備條款》),~~
the		 Shareholders’ General Meeting of
Listed Companies (《上市公司股東
大會規則》) (the Rules for General
Meeting),
the
Measures
for the
Administration
of
Independent
Directors of Listed Companies (《上
市公司獨立董事管理辦法》),
the
Rules
Governing
the
Listing
of		 Listed
Companies
and
the
Mandatory
Provisions
for
the Articles
of
Association
of
Companies
Listed Overseas
Guidelines
on
Articles
of
Association of Listed Companies (《上
市公司章程指引》), the Rules for		 Securities on The Stock Exchange of
Hong
Kong
Limited,
the
Rules
Governing the Listing of Stock on		 (hereinafter
referred to as the
Mandatory
Shareholders’ General Meeting of
Listed Companies (《上市公司股東
大會規則》) (the ~~“~~Rules for General		 the
Shanghai
Stock
Exchange
(hereinafter together with the Rules
Governing the Listing of Securities		 Provisions) have
been
abolished;
the Measures for
Meeting~~”~~), the Rules Governing the on The Stock Exchange of Hong the
Listing of Securities on The Stock Kong Limited collectively referred Administration
Exchange of Hong Kong Limited, to as the Listing Rules of the Place of
Independent
the Rules Governing the Listing of where the Company’s Shares are Directors
of
Stock
on
the
Shanghai
Stock		 Listed)
and
the
Articles
of		 Listed
Exchange (hereinafter together with Association of CSC Financial Co., Companies
the Rules Governing the Listing of Ltd. (the Articles of Association). (hereinafter
Securities on The Stock Exchange of referred to as the
Hong
Kong
Limited
collectively		 Measures
for
referred to as the ~~“~~Listing Rules of Independent
the
Place
where
the
Company’s		 Directors)
is
Shares are Listed~~”~~) and the Articles added
as
the
of Association of CSC Financial Co., basis
for
Ltd. (the ~~“~~Articles of Association~~”~~). formulation

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Basis of Articles before Amendments Articles after Amendments Amendments Article 6 The general meetings Article 6 The general meetings Amended shall be convened by the Board of shall be convened by the Board of according to Directors. The Supervisory Directors. The Supervisory Article 18 of Committee or shareholders may Committee or shareholders may the Measures convene the general meeting on convene the general meeting on for Independent their own initiative, subject to the their own initiative, subject to the Directors relevant requirements specified in relevant requirements specified in this section. this section. ~~Half or more of t~~ he Independent T he Independent Directors shall be Directors shall be entitled to entitled to propose to the Board to propose to the Board to convene an convene an extraordinary general extraordinary general meeting. The meeting. To exercise such power, Board shall, in accordance with the Independent Director(s) shall laws, administrative regulations obtain the consent of a majority and the Articles of Association, of all Independent Directors. The inform in writing whether it agrees Board shall, in accordance with or disagrees to convene an laws, administrative regulations extraordinary general meeting and the Articles of Association, within ten (10) days upon receipt inform in writing whether it agrees of the proposal. or disagrees to convene an extraordinary general meeting If the Board agrees to convene the within ten (10) days upon receipt extraordinary general meeting, it of the proposal. shall serve a notice of such meeting within five (5) days after the If the Board agrees to convene the resolution is made by the Board. If extraordinary general meeting, it the Board does not agree to hold shall serve a notice of such meeting the extraordinary general meeting, within five (5) days after the it shall give the reasons and resolution is made by the Board. If publish an announcement thereof. the Board does not agree to hold the extraordinary general meeting, it shall give the reasons and publish an announcement thereof.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Articles before Amendments
Articles after Amendments
Basis of
Amendments
Article 8 Shareholder(s) severally
or
jointly
holding
ten
percent
(10%) or more of the shares of the
Company
shall
be
entitled
to
request the Board to convene an
extraordinary general meeting ~~or~~
~~shareholders’ class meeting~~, and
shall put forward such request to
the Board in writing. The Board
shall,
pursuant
to
laws,
administrative regulations and the
Articles of Association, inform in
writing
whether
it
agrees
or
disagrees
to
convene
the
extraordinary general meeting ~~or~~
~~shareholders’ class meeting ~~within
ten (10) days upon receipt of the
proposal.
If the Board agrees to convene the
extraordinary general meeting ~~or~~
~~shareholders’ class meeting~~, it shall
serve a notice of such meeting
within
five
(5)
days
after
the
resolution is made by the Board. In
the event of any change to the
original proposal set forth in the
notice,
the
consent
of
relevant
shareholder(s) shall be obtained.
If the Board does not agree to hold
the extraordinary general meeting
~~or shareholders’ class meeting ~~or
fails to respond within ten (10)
days upon receipt of the proposal,
shareholder(s) severally or jointly
holding ten percent (10%) or more
of the shares of the Company shall
be
entitled
to
propose
to
the
Supervisory Committee to convene
Article 8 Shareholder(s) severally
or
jointly
holding
ten
percent
(10%) or more of the shares of the
Company
shall
be
entitled
to
request the Board to convene an
extraordinary general meeting, and
shall put forward such request to
the Board in writing. The Board
shall,
pursuant
to
laws,
administrative regulations and the
Articles of Association, inform in
writing
whether
it
agrees
or
disagrees
to
convene
the
extraordinary
general
meeting
within ten (10) days upon receipt
of the proposal.
If the Board agrees to convene the
extraordinary general meeting, it
shall serve a notice of such meeting
within
five
(5)
days
after
the
resolution is made by the Board. In
the event of any change to the
original proposal set forth in the
notice,
the
consent
of
relevant
shareholder(s) shall be obtained.
If the Board does not agree to hold
the extraordinary general meeting
or fails to respond within ten (10)
days upon receipt of the proposal,
shareholder(s) severally or jointly
holding ten percent (10%) or more
of the shares of the Company shall
be
entitled
to
propose
to
the
Supervisory Committee to convene
an extraordinary general meeting,
and shall put forward such request
to the Supervisory Committee in
writing.
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and
the
Company
does
not have class
shares,
the
relevant
contents
are
deleted

If the Board does not agree to hold the extraordinary general meeting ~~or shareholders’ class meeting~~ or fails to respond within ten (10) days upon receipt of the proposal, shareholder(s) severally or jointly holding ten percent (10%) or more of the shares of the Company shall be entitled to propose to the Supervisory Committee to convene an extraordinary general meeting ~~or a shareholders’ class meeting~~ , and shall put forward such request to the Supervisory Committee in writing.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

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

The shareholding of the convening shareholders shall be no less than ten percent (10%) before a resolution passed at the general meeting is announced. The convening shareholders shall publish an announcement no later than the issuance of notice of the general meeting and undertake that their shareholding percentage shall not be less than 10% of the total share capital of the Company during the period from the date of proposing the convening of the general meeting to the convening date of the general meeting.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
The Supervisory Committee and The Supervisory Committee and
the convening shareholders shall the convening shareholders shall
submit the supporting documents submit the supporting documents
to
the
Securities
Regulatory		 to
the
Securities
Regulatory
Authorities
of
the
Company’s		 Authorities
of
the
Company’s
domicile and the stock exchange domicile and the stock exchange
upon the issuance of the notice of upon the issuance of the notice of
the
general
meeting
and
the		 the
general
meeting
and
the
announcement of the resolutions of announcement of the resolutions of
the general meeting. the general meeting.
Article 9 Where the Supervisory Article 9 Where the Supervisory The Mandatory
Committee
or
shareholders		 Committee
or
shareholders		 Provisions on
convene a meeting by themselves convene a meeting by themselves which the
in accordance with the provisions in accordance with the provisions original article
of this section, a written notice of this section, a written notice is based has
shall be sent to the Board and filed shall be sent to the Board and filed been abolished,
with
the
relevant
securities		 with
the
relevant
securities		 and the relevant
regulatory authorities where the regulatory authorities where the contents are
Company
is
located
and
the		 Company
is
located
and
the		 deleted
relevant
stock
exchange.
The		 relevant
stock
exchange.
The
Board and the secretary of the Board and the secretary of the
Board shall cooperate in terms of Board shall cooperate in terms of
such meetings. The Board shall such meetings. The Board shall
provide the register of shareholders provide the register of shareholders
on the shareholding record date; on the shareholding record date;
where the Board of Directors fails where the Board of Directors fails
to provide the register of members, to provide the register of members,
the
convener(s)
may
apply
to		 the
convener(s)
may
apply
to
obtain
it
from
the
securities		 obtain
it
from
the
securities
registration and clearing institution registration and clearing institution
upon
presentation
of
the		 upon
presentation
of
the
announcement
relating
to
the		 announcement
relating
to
the
convening of the general meeting. convening of the general meeting.
The register of members provided The register of members provided
to the convener(s) shall not be used to the convener(s) shall not be used
for other purposes, except for the for other purposes, except for the
general
meeting.
The
expenses		 general
meeting.
The
expenses
reasonably accrued therefrom shall reasonably accrued therefrom shall
be borne by the Company ~~and be~~ be borne by the Company.
~~deducted from the amounts due by~~
~~the~~
~~Company~~
~~to~~
~~the~~
~~negligent~~
~~Directors~~.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
12
Where
an
annual		 Article
12
Where
an
annual		 Amended
general meeting is convened by the general meeting is convened by the according to
Company, it shall issue a written Company, it shall issue a written Rule 14.(2) of
notice ~~twenty (20) ~~days prior to the
convening of the meeting; where		 notice twenty-one (21) days prior
to the convening of the meeting;		 Appendix III to
the
Rules
an extraordinary general meeting is where
an
extraordinary
general		 Governing the
convened by the Company, it shall meeting
is
convened
by
the		 Listing of
issue a written notice fifteen (15) Company, it shall issue a written Securities on
days prior to the convening of the notice fifteen (15) days prior to the The
Stock
meeting to notify all the registered convening of the meeting to notify Exchange of
shareholders
of
the
matters		 all the registered shareholders of Hong
Kong
proposed to be considered as well the
matters
proposed
to
be		 Limited
as
the
date
and
venue
of
the		 considered as well as the date and (hereinafter
meeting. venue of the meeting. referred
to		 as
the Hong Kong
When calculating the time limit of When calculating the time limit of Listing Rules)
the notice, the date of the meeting the notice, the date of the meeting
convened shall be excluded. convened shall be excluded.
Article 14 Notice of a general Article 14 Notice of a general The Mandatory
meeting shall satisfy the following meeting shall satisfy the following Provisions on
requirements: requirements: which the
original
article
~~(1) be in writing;~~ (1) time, venue and duration of the is
based		 has
meeting; been abolished,
(2) time, venue and duration of the and the relevant
meeting; (2) matters and proposals to be contents are
considered at the meeting; deleted;
(3) matters and proposals to be amended
considered at the meeting~~. Any~~
~~notice and supplementary notice of~~
~~general meetings shall sufficiently~~
~~and completely disclose all the~~
~~details of all proposals;~~		 (3) a prominent statement that
all
ordinary
shareholders
are
entitled
to
attend
a
general
meeting and may appoint a proxy
in writing to attend and vote at
the meeting, and that such proxy		 according
to
Article
56
of
the
Guidelines
on Articles
of
Association
of
Listed
~~(4)~~
~~any~~
~~information~~
~~and~~
~~explanations necessary to be made~~
~~available to the shareholders for~~		 does not need to be a member of
the Company;		 Companies
(hereinafter
referred
to		 as
~~such shareholders to make sound~~ (4) the record date for shareholders the
Guidelines
~~decisions about the matters to be~~ who
are
entitled
to
attend
the		 on Articles of
~~discussed. This principle includes~~ general meeting; Association)
~~(but not limited to) the provision of~~
~~the specific terms and contract(s),~~ (5) the name and telephone number
~~if~~
~~any,~~
~~of~~
~~the~~
~~proposed~~		 of
the
contact
person
for
the
~~transaction(s)~~
~~and~~
~~serious~~		 meeting;
~~explanations about the reasons and~~
~~effects~~
~~when~~
~~the~~
~~Company~~
~~proposes mergers, repurchase of~~
~~shares,~~
~~restructuring~~
~~of~~
~~share~~
~~capital or other restructuring;~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(5) in the event that any of the~~ (6) The time and procedures for
~~Directors,~~
~~Supervisors,~~
~~General~~		 voting online or by other means.
~~Managers~~
~~or~~
~~other~~
~~senior~~
~~management has material interests~~ The
interval		 between the
~~in matters to be discussed, the~~ shareholding record date of general
~~nature and extent of the interests~~ meeting
and		 the date
of		 the
~~shall be disclosed. If the matters to~~ meeting shall be in compliance
~~be discussed affect any Director,~~ with the requirements of relevant
~~Supervisor, General Manager or~~ regulatory authorities of the place
~~other~~
~~senior~~
~~management~~
~~as~~
~~a~~		 where securities of the Company
~~shareholder in a manner different~~ are listed. The shareholding record
~~from the manner they affect other~~ date shall not be changed once
~~shareholders of the same class, the~~ confirmed.
~~difference shall be explained;~~
Any
notice		 and supplementary
~~(6) the full text of any special~~ notice of general meetings shall
~~resolution~~
~~to~~
~~be~~
~~proposed~~
~~for~~		 sufficiently and completely
~~approval at the meeting;~~ disclose
all		 the details
of		 all
proposals.
If		 any matter
to		 be
~~(7) a prominent statement that a~~ discussed requires opinions of the
~~shareholder eligible for attending~~ Independent Directors, the
~~and voting is entitled to appoint~~ opinions
and		 reasons
of		 the
~~one or more proxies to attend and~~ Independent
Directors
shall		 be
~~vote at such meeting on his/her~~ disclosed
together
with		 the
~~behalf, and that such proxy does~~ issuance of such notice.
~~not need to be a member of the~~
~~Company;~~
~~(8) the time and venue for lodging~~
~~a proxy form for the meeting;~~
(9) the record date for shareholders
who
are
entitled
to
attend
the
general meeting;
(10)
the
name
and
telephone
number of the contact person for
the meeting;

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APPENDIX II

Basis of Basis of
Articles before Amendments
Articles after Amendments
Amendments
(11) The time and procedures for
voting online or by other means.
The
interval
between
the
shareholding record date of general
meeting
and
the
date
of
the
meeting shall be in compliance
with the requirements of relevant
regulatory authorities of the place
where securities of the Company
are listed. The shareholding record
date shall not be changed once
confirmed.
Any
notice
and
supplementary
notice of general meetings shall
sufficiently
and
completely
disclose
all
the
details
of
all
proposals.
If
any
matter
to
be
discussed requires opinions of the
Independent
Directors,
the
opinions
and
reasons
of
the
Independent
Directors
shall
be
disclosed
together
with
the
issuance of such notice.

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APPENDIX II

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 15 Unless the Articles of Article 15 Unless the Articles of The Mandatory
Association otherwise requires, the Association otherwise requires, the Provisions on
notice of a general meeting shall be notice of a general meeting shall be which the
sent to shareholders and announced sent to shareholders and announced original article
in accordance with ~~the relevant~~ in accordance with the manners is based has
~~requirements in Chapter 12 of ~~the
Articles of Association.		 provided
in
the
Articles
of
Association
or
other
manners		 been abolished,
and the relevant
permitted
by
laws
and		 contents are
For holders of Domestic Shares, regulations. deleted;
the notice of the general meeting relevant
~~may also ~~be given by way of For holders of Domestic Shares, wordings are
announcement. ~~The announcement~~ the notice of the general meeting adjusted
~~referred~~
~~to~~
~~in~~
~~the~~
~~preceding~~
~~paragraph shall be published in one~~		 shall
be
given
by
way
of
announcement.		 according to the
actual situation
~~or more newspapers designated by~~
~~the~~
~~Securities~~
~~Regulatory~~		 The notices, materials or written
~~Authorities of the State Council.~~ announcement
of
the
general
~~Once such an announcement is~~ meeting should be delivered to the
~~made, all holders of the Domestic~~ shareholders
of
overseas
listed
~~Shares shall be deemed to have~~ foreign
shares
in
any
of
the
~~received the relevant notice of the~~ following manners:
~~general meeting.~~
(1)
announced
at
the
websites
The notices, materials or written designated
by
the
Securities
announcement
of
the
general		 Regulatory Authorities or the stock
meeting should be delivered to the exchange
of
the
place
where
shareholders
of
overseas
listed		 securities
of
the
Company
are
foreign
shares
in
any
of
the		 listed in accordance with relevant
following manners: laws,
administrative
regulations
and listing rules;
(1) to be delivered to every holder
of overseas listed foreign shares by (2) to be delivered to every holder
person or by mail to the registered of overseas listed foreign shares by
addresses
of
such
holder
of		 person or by mail to the registered
overseas listed foreign shares; addresses
of
such
holder
of
overseas listed foreign shares (if
(2)
announced
at
the
websites		 applicable);
designated
by
the
Securities
Regulatory Authorities or the stock (3) other manners required by the
exchange
of
the
place
where		 stock exchange of the place where
securities
of
the
Company
are		 securities
of
the
Company
are
listed in accordance with relevant listed and listing rules.
laws,
administrative
regulations
and listing rules;
(3) other manners required by the
stock exchange of the place where
securities
of
the
Company
are
listed and listing rules.

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APPENDIX II

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 17 Where the election of Article 17 Where the election of Amended
Directors
and
Supervisors
are		 Directors
and
Supervisors
are		 according to
proposed
to
be
discussed
at
a		 proposed
to
be
discussed
at
a		 3.2.4 of the
general meeting, the notice of the general meeting, the notice of the Guidelines
general meeting shall sufficiently general meeting shall sufficiently No.1 for the
disclose the detailed information disclose the detailed information Self-Regulatory
about the Director and Supervisor about the Director and Supervisor Supervision of
candidate(s)
in
accordance
with		 candidate(s)
in
accordance
with		 the Shanghai
laws, regulations, listing rules of laws, regulations, listing rules of Stock Exchange
the
place
where
Shares
of
the		 the
place
where
Shares
of
the		 – Standardized
Company
are
listed
and
the		 Company
are
listed
and
the		 Operation
requirements
of
the Articles
of		 requirements
of
the Articles
of
Association, including at least the Association, including at least the
following contents: following contents:
(1) personal information including (1) personal information including
education
background,
work		 education
background,
work
experience and part-time job; experience and part-time job;
(2) whether he/she is connected (2) whether he/she is connected
with
the
Company
~~or~~
~~its~~
~~controlling~~
~~shareholders~~
~~and~~
de
facto controller;		 with the Directors, Supervisors,
senior
management,
de
facto
controller
and
shareholders
holding more than 5% of the
(3)
~~his/her~~
~~shareholding~~
~~in~~
~~the~~
~~Company;~~		 shares of the Company;
(3) shares of the Company held
(4) whether he/she has received by him/her;
any penalty from the CSRC and
other
relevant
governmental		 (4) whether he/she is subject to
authorities and any penalty and the circumstances where he/she is
warning from the stock exchange. prohibited to be nominated as a
director or supervisor of listed
In
addition
to
adopting
the		 securities companies;
cumulative voting system to elect
Directors and Supervisors, election (5) whether he/she has received
of every Director and Supervisor any penalty from the CSRC and
candidate shall be conducted by other
relevant
governmental
separate resolution. authorities and any penalty and
warning from the stock exchange.
In
addition
to
adopting
the
cumulative voting system to elect
Directors and Supervisors, election
of every Director and Supervisor
candidate shall be conducted by
separate resolution.

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APPENDIX II

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 19 The venue of a general Article 19 The venue of a general Duplicated with
meeting of the Company shall be meeting of the Company shall be Article 14 of
the domicile of the Company or the domicile of the Company or these Rules and
other
location
specified
in
the		 other
location
specified
in
the		 are deleted
notice of the general meeting that notice of the general meeting that
is convenient for shareholders to is convenient for shareholders to
attend. After issuance of the notice attend. After issuance of the notice
of a general meeting, the venue of of a general meeting, the venue of
the physical general meeting shall the physical general meeting shall
not be changed without just causes. not be changed without just causes.
If there is a need for change, the If there is a need for change, the
convener
shall
make
an		 convener
shall
make
an
announcement
and
explain
the		 announcement
and
explain
the
reasons at least two (2) trading reasons at least two (2) trading
days prior to the physical meeting days prior to the physical meeting
date. date.
A general meeting shall usually be A general meeting shall usually be
in the form of physical meeting in the form of physical meeting
held on-site. The Company will held on-site. The Company will
also
facilitate
shareholders’		 also
facilitate
shareholders’
participation
in
the
general		 participation
in
the
general
meeting
through
online
voting		 meeting
through
online
voting
platform or any other means as platform or any other means as
required
by
the
securities		 required
by
the
securities
regulatory authorities or the stock regulatory authorities or the stock
exchange.
A
shareholder
who		 exchange.
A
shareholder
who
participates in a general meeting in participates in a general meeting in
the
aforesaid
manners
shall
be		 the
aforesaid
manners
shall
be
deemed to have been present at the deemed to have been present at the
meeting. meeting.
The confirmation method of the The confirmation method of the
shareholders’ identity shall comply shareholders’ identity shall comply
with Article ~~49 ~~of the Articles of with Article 38 of the Articles of
Association. Association.
The
Company
may
facilitate		 The
Company
may
facilitate
shareholders’ participation in the shareholders’ participation in the
general meeting through various general meeting through various
means and approaches, including means and approaches, including
modern
information
technology		 modern
information
technology
such as online voting platform, such as online voting platform,
provided that the general meeting provided that the general meeting
remains lawful and valid. remains lawful and valid.

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APPENDIX II

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Where a general meeting is held~~ Voting
online
or
by
any
other
~~online or by any other means, the~~ means shall commence not earlier
~~notice of general meeting shall~~ than 3:00 p.m. on the day before
~~specify the time and procedures of~~ the physical general meeting is
~~voting~~
~~online~~
~~or~~
~~by~~
~~any~~
~~other~~		 held and not later than 9:30 a.m. on
~~means.~~ the day when the physical general
meeting
is
held,
and
shall		 be
Voting
online
or
by
any
other		 concluded not earlier than 3:00
means shall commence not earlier p.m. on the day when the physical
than 3:00 p.m. on the day before general meeting ends.
the physical general meeting is
held and not later than 9:30 a.m. on
the day when the physical general
meeting
is
held,
and
shall
be
concluded not earlier than 3:00
p.m. on the day when the physical
general meeting ends.
Article 23 ~~The appointment of a~~ Article
23 The
proxy
form		 to The Mandatory
~~proxy~~
~~shall~~
~~be~~
~~in~~
~~writing~~
~~and~~		 appoint
a
proxy
to
attend
any		 Provisions on
~~signed~~
~~by~~
~~the~~
~~appointing~~		 general meeting by a shareholder which the
~~shareholder~~
~~or~~
~~his/her~~
~~attorney~~		 shall contain the following: original article
~~duly authorized in writing; where~~ is based has
~~the appointing shareholder is a~~ (1) the name of the proxy; been abolished,
~~legal~~
~~person,~~
~~such~~
~~appointment~~		 and the relevant
~~shall be affixed with its seal or~~ (2) whether such proxy has any contents are
~~signed by its Director or attorney~~ voting rights; deleted;
~~duly authorized.~~ amended
(3)
instruction
of
voting
“for”,		 according to
The proxy form to appoint a proxy “against” or “abstain” for each Article 63 of
to attend any general meeting by a resolution proposed at any general the Guidelines
shareholder
shall
contain
the		 meeting; on Articles of
following: Association
(4) the date of signing the proxy
(1) the name of the proxy; form and the effective period for
such appointment;
(2) whether such proxy has any
voting rights; (5) the signature (or seal) of the
principal.
If
the
principal
is		 a
(3)
instruction
of
voting
“for”,		 corporate shareholder, the seal of
“against” or “abstain” for each the corporate shall be affixed;
resolution proposed at any general
meeting; (6) the number of shares of the
principal represented by the proxy;

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APPENDIX II

Basis of
Articles before Amendments Articles after Amendments
Amendments
(4) the date of signing the proxy (7) the proxy forms which shall
form and the effective period for contain a statement that in the
such appointment; absence of specific instructions
by the shareholder, the proxy
(5) the signature (or seal) of the may vote as he/she thinks fit.
principal.
If
the
principal
is
a
corporate shareholder, the seal of If the shareholder is an authorized
the corporate shall be affixed; clearing house (as defined under
the
Hong
Kong
Securities
and
(6) the number of shares of the Futures Ordinance (Chapter 571 of
principal represented by the proxy. the laws of Hong Kong)) or its
agent, such shareholder is entitled
If the shareholder is an authorized to appoint one or more persons it
clearing house (as defined under deems suitable to act as its proxy in
the
Hong
Kong
Securities
and		 any general meeting. If two or
Futures Ordinance (Chapter 571 of more
persons
are
appointed
as
the laws of Hong Kong)) or its proxies, the power of attorney shall
agent, such shareholder is entitled clearly state the number and the
to appoint one or more persons it class of shares represented by each
deems suitable to act as its proxy in of the proxies. The proxies so
any
general
meeting
~~or~~		 appointed
may
represent
the
~~shareholders’ class meeting~~. If two authorized clearing house (or its
or more persons are appointed as agent) in exercising its rights as if
proxies, the power of attorney shall that
proxy
is
an
individual
clearly state the number and the shareholder of the Company.
class of shares represented by each
of the proxies. The proxies so
appointed
may
represent
the
authorized clearing house (or its
agent) in exercising its rights as if
that
proxy
is
an
individual
shareholder of the Company.

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APPENDIX II

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article 24 The proxy form shall be~~ The Mandatory
~~deposited at the domicile of the~~ Provisions on
~~Company or such other place as the~~ which the
~~notice of meeting may specify not~~ original article
~~less than twenty-four (24) hours~~ is based has
~~prior to convening of the meeting~~ been abolished,
~~at which the relevant matters will~~ and the relevant
~~be voted on, or twenty-four (24)~~ contents are
~~hours before the designated voting~~ deleted
~~time. If the principal authorizes~~
~~any other person to sign the proxy~~
~~form, the power of attorney or~~
~~other~~
~~authorization~~
~~shall~~
~~be~~
~~notarized. The notarized power of~~
~~attorney~~
~~or~~
~~other~~
~~authorization~~
~~must be delivered to the domicile~~
~~of the Company or such other~~
~~places specified in the notice of the~~
~~meeting together with the proxy~~
~~form.~~
~~If~~
~~the~~
~~principal~~
~~is~~
~~a~~
~~corporation,~~
~~its~~
~~legal~~
~~representatives or any other person~~
~~authorized by its board of directors~~
~~or~~
~~other~~
~~governing~~
~~body~~
~~shall~~
~~attend the general shareholders’~~
~~meeting as a representative.~~
~~Article 25 Any proxy forms issued~~ The Mandatory
~~to a shareholder by the Board of~~ Provisions on
~~the Company for use in appointing~~ which the
~~a proxy shall be in such format as~~ original article
~~to~~
~~enable~~
~~the~~
~~shareholder~~
~~to~~		 is based has
~~instruct the proxy to vote in favor~~ been abolished,
~~of~~
~~or~~
~~against~~
~~the~~
~~proposals~~		 and the relevant
~~according to his/her free will, and~~ contents are
~~instructions~~
~~shall~~
~~be~~
~~given~~
~~in~~		 deleted
~~respect of each single matter to be~~
~~voted on at the meeting. The proxy~~
~~forms shall contain a statement that~~
~~in~~
~~the~~
~~absence~~
~~of~~
~~specific~~
~~instructions by the shareholder, the~~
~~proxy may vote as he/she thinks fit.~~

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APPENDIX II

**Basis ** **Basis ** of
Articles before Amendments **Articles after ** Amendments
Amendments
~~Article 26 If ~~ ~~the principal ~~ ~~dies,~~ The Mandatory
~~loses capacity, ~~ ~~withdraws his/her~~ Provisions on
~~appointment or ~~ ~~the authorization to~~ which the
~~execute~~
~~the~~		 ~~appointment~~
~~or~~
~~if~~		 original article
~~relevant shares ~~ ~~in respect of which~~ is
based		 has
~~the proxy is given are transferred~~ been abolished,
~~before voting, ~~ ~~the voting made~~ and the relevant
~~according to the proxy form ~~ ~~shall~~ contents are
~~remain valid, ~~ ~~provided that ~~ ~~the~~ deleted
~~Company~~
~~has~~		 ~~not~~
~~received~~		 ~~any~~
~~written notice ~~ ~~in respect of ~~ ~~such~~
~~matters before ~~ ~~the commencement~~
~~of the meeting.~~
Article
31 The
Board
and		 the Article
28 The		 Board
and		 the Amended
Supervisory Committee shall Supervisory Committee shall according to
report their work for the past year report their work for the past year Article 33 of
at the annual general meeting. Each at the annual general meeting. Each the
Measures
Independent
Director
shall		 also Independent
Director
shall		 also for Independent
submit his/her work report. submit his/her annual work report Directors
**at the annual ** general meeting to
report
his/her		 performance
of
duties. The annual work report
**of Independent ** Directors shall
include
the		 particulars as
required by laws and regulations
**such as the ** **Measures for ** the
Administration of
Independent
**Directors of ** Listed Companies
**and shall be ** disclosed not later
than the despatch of notice of
**annual general ** **meeting of ** the
Company.

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APPENDIX II

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
36
The
convener
shall		 Article
33
The
convener
shall		 The position of
ensure that the general meeting is ensure that the general meeting is the original
held
continuously
until
final		 held
continuously
until
final		 article is
resolutions have been reached. In resolutions have been reached. In adjusted and
the event that the general meeting the event that the general meeting optimized
is suspended or the shareholders is suspended or the shareholders according to
fail to reach any resolution due to fail to reach any resolution due to Article 91 of
force majeure or for other special force majeure or for other special the Guidelines
reasons, necessary measures shall reasons, necessary measures shall on Articles of
be taken to resume the meeting as be taken to resume the meeting as Association
soon
as
possible
or
directly		 soon
as
possible
or
directly
terminate the meeting and publish terminate the meeting and publish
an announcement and report in an announcement and report in
accordance with the relevant laws, accordance with the relevant laws,
administrative
regulations,		 administrative
regulations,
departmental
rules,
normative		 departmental
rules,
normative
documents and listing rules of the documents and listing rules of the
place
where
the
shares
of
the		 place
where
the
shares
of
the
Company are listed. Company are listed.
The
resolutions
of
the
general		 Article 51 The resolutions of the
meeting
shall
be
announced		 general
meeting
shall
be
promptly.
Such
announcement		 announced
promptly.
Such
shall
specify
the
number
of		 announcement
shall
specify
the
shareholders and proxies present at number
of
shareholders
and
the meeting, the total number of proxies present at the meeting, the
voting shares held by them, the total number of voting shares held
percentage of such voting shares in by them, the percentage of such
relation to all the voting shares of voting shares in relation to all the
the Company, the total number of voting shares of the Company, the
shares required by the securities total number of shares required by
regulatory authorities in the place the securities regulatory authorities
where the Company’s shares are in the place where the Company’s
listed to abstain from voting in shares are listed to abstain from
favor and/or abstain from voting (if voting in favor and/or abstain from
any),
whether
shareholders		 voting
(if
any),
whether
required to abstain from voting shareholders required to abstain
have in fact abstained, the voting from voting have in fact abstained,
methods, the voting result of each the
voting
methods,
the
voting
proposal,
the
details
of
each		 result of each proposal, the details
resolution
passed,
and
the		 of each resolution passed, and the
identities of scrutinizers for vote- identities of scrutinizers for vote-
counting. counting.
In the event that a proposal is not In the event that a proposal is not
approved, or the general meeting approved, or the general meeting
makes any modification to any makes any modification to any
resolution adopted at the previous resolution adopted at the previous
meeting, a special note shall be meeting, a special note shall be
made
in
the
announcement
on		 made
in
the
announcement
on
resolutions of the general meeting. resolutions of the general meeting.

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APPENDIX II

Basis of
Articles before Amendments Articles after Amendments
Amendments
~~Article 44 If the matter to be~~ The Mandatory
~~resolved by a poll is the election of~~ Provisions
on
~~the chairman of the shareholders’~~ which
the
~~general~~
~~meeting~~
~~or~~
~~the~~		 original
article
~~adjournment of the meeting, a poll~~ is
based
has
~~shall be taken immediately. The~~ been abolished,
~~chairman can decide when a poll~~ and the relevant
~~will be taken for any other matters,~~ contents
are
~~and the meeting may proceed to~~ deleted
~~discuss~~
~~other~~
~~matters,~~
~~and~~
~~the~~
~~results~~
~~of~~
~~that~~
~~poll~~
~~shall~~
~~be~~
~~considered as resolutions passed at~~
~~the meeting.~~
~~Article 45 On a poll taken at a~~ The Mandatory
~~meeting, a shareholder (including~~ Provisions
on
~~proxy) entitled to two or more~~ which
the
~~votes need not cast all his/her votes~~ original
article
~~for or against in the same way.~~ is
based
has
been abolished,
and the relevant
contents
are
deleted
~~Article 46 Where number of votes~~ The Mandatory
~~for~~
~~and~~
~~against~~
~~is~~
~~equal,~~
~~the~~		 Provisions
on
~~Chairman of the meeting is entitled~~ which
the
~~to one additional vote.~~ original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted

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APPENDIX II

Basis of Articles before Amendments Articles after Amendments Amendments Article 47 Lists of candidates for Article 41 Lists of candidates for Amended Directors or Supervisors shall be Directors or Supervisors shall be according to put forward by way of proposal at put forward by way of proposal at Article 12 of the general meetings for voting. the general meetings for voting. the Measures for Independent Where a single shareholder and its Where a single shareholder and its Directors persons acting in concert are persons acting in concert are interested in 30% or more of the interested in 30% or more of the shares of the Company, the shares of the Company, the cumulative voting system is cumulative voting system is required to elect more than two required to elect more than two Directors or Supervisors. Directors or Supervisors. The cumulative voting system as Where the shareholders’ general stated in the preceding paragraph meeting of the Company elects refers to the voting for the election two or more Independent of Directors or Supervisors at the Directors, the cumulative voting general meetings where each share system shall be implemented. is entitled to the same number of The votes of minority votes which equals to the total shareholders shall be counted number of Directors or Supervisors separately and disclosed. to be elected, and shareholders may consolidate their voting rights The cumulative voting system as when casting a vote. The Board of stated in the preceding paragraph Directors shall announce the refers to the voting for the election biographical details and basic of Directors or Supervisors at the information of the Directors and general meetings where each share Supervisors candidates to the is entitled to the same number of shareholders. votes which equals to the total number of Directors or Supervisors to be elected, and shareholders may consolidate their voting rights when casting a vote. The Board of Directors shall announce the biographical details and basic information of the Directors and Supervisors candidates to the shareholders.

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APPENDIX II

Basis of
Articles before Amendments Articles after Amendments
Amendments
Where Directors are elected at the Where Directors are elected at the
general
meeting
under
the		 general
meeting
under
the
cumulative
voting
system,
the		 cumulative
voting
system,
the
voting
of
the
Independent		 voting
of
the
Independent
Directors
and
Non-independent		 Directors
and
Non-independent
Directors
shall
be
carried
out		 Directors
shall
be
carried
out
separately. The
general
meeting		 separately. The
general
meeting
shall
determine
the
elected		 shall
determine
the
elected
Directors
and
Supervisors
in
a		 Directors
and
Supervisors
in
a
descending order of the number of descending order of the number of
votes obtained according to the votes obtained according to the
number
of
Directors
and		 number
of
Directors
and
Supervisors to be elected. Supervisors to be elected.
Shareholders attending the general Shareholders attending the general
meeting
shall
have
the
same		 meeting
shall
have
the
same
number of votes as the number of number of votes as the number of
directors
or
supervisors
to
be		 directors
or
supervisors
to
be
elected under each proposal group elected under each proposal group
for each share held in the proposal for each share held in the proposal
subject to the cumulative voting subject to the cumulative voting
system. The number of votes held system. The number of votes held
by
shareholders
can
be		 by
shareholders
can
be
cumulatively cast for one candidate cumulatively cast for one candidate
or several candidates. or several candidates.
Shareholders should vote within Shareholders should vote within
the
number
of
votes
for
each		 the
number
of
votes
for
each
proposal group. In the event that proposal group. In the event that
the number of votes cast by the the number of votes cast by the
shareholder exceeds the number of shareholder exceeds the number of
the
votes
he/she
holds,
or
the		 the
votes
he/she
holds,
or
the
shareholder casts votes in a number shareholder casts votes in a number
exceeding
the
number
of		 exceeding
the
number
of
candidates
in
the
competitive		 candidates
in
the
competitive
election,
the
vote
on
such		 election,
the
vote
on
such
resolution shall be deemed invalid. resolution shall be deemed invalid.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

**Basis ** of
Articles before Amendments **Articles ** **after ** Amendments
Amendments
Shareholders
with
multiple		 Shareholders with multiple
shareholder
accounts
may
vote		 shareholder accounts may
vote
online through any one of their online through any one of their
accounts. The number of votes they accounts. The number of votes they
are entitled to is calculated on the are entitled to is calculated on the
basis of the total shares of the same basis of the total shares of the same
class under all of their shareholder class under all of their shareholder
accounts. accounts.
In
addition
to
the
cumulative		 In
addition
to		 the cumulative
voting system, the general meeting voting system, the general meeting
shall
vote
on
all
the
proposed		 shall
vote		 on all
the		 proposed
resolutions separately; in the event resolutions separately; in the event
of several proposed resolutions for of several proposed resolutions for
the
same
issue,
such
proposed		 the
same		 issue, such proposed
resolutions shall be voted on in the resolutions shall be voted on in the
order of time at which they are order of time at which they are
submitted.
Unless
the
general		 submitted. Unless
the		 general
meeting
is
adjourned
or
no		 meeting
is		 adjourned or
no
resolution can be made for special resolution can be made for special
reasons
such
as
force
majeure,		 reasons
such		 as force majeure,
voting
of
such
proposed		 voting
of		 such proposed
resolutions shall neither be shelved resolutions shall neither be shelved
nor refused at the general meeting. nor refused at the general meeting.
~~Article 53 In the event that the~~ The Mandatory
~~votes are counted at the general~~ Provisions on
~~meeting, the counting results shall~~ which the
~~be recorded in the minutes of the~~ original article
~~meeting.~~ is based has
been abolished,
and the relevant
contents are
deleted
~~Article 54 A shareholder shall be~~ The Mandatory
~~entitled~~
~~to~~
~~inspect~~
~~copies~~
~~of~~		 Provisions on
~~minutes~~
~~of~~
~~meeting(s)~~
~~free~~
~~of~~		 which the
~~charge during office hours of the~~ original article
~~Company. Upon the request of any~~ is based has
~~shareholder~~
~~for~~
~~a~~
~~copy~~
~~of~~
~~the~~		 been abolished,
~~relevant minutes of meeting, the~~ and the relevant
~~Company shall send out the copy~~ contents are
~~of the minutes within seven (7)~~ deleted
~~days of receipt of the reasonable~~
~~payment therefor.~~

– 153 –

APPENDIX II

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Chapter 6 Special Procedures for~~ The Mandatory
~~Voting by Class Shareholders~~ Provisions on
which the
~~Article 58 Shareholders holding~~ original article
~~different classes of shares shall be~~ is based has
~~class shareholders.~~ been abolished,
and the relevant
~~Class shareholders shall enjoy the~~ contents are
~~rights and assume the obligations~~ deleted
~~in~~
~~accordance~~
~~with~~
~~laws,~~
~~administrative regulations and the~~
~~Articles of Association.~~
~~Apart from holders of other classes~~
~~of~~
~~shares,~~
~~holders~~
~~of~~
~~Domestic~~
~~Shares and overseas listed foreign~~
~~shares~~
~~are~~
~~deemed~~
~~to~~
~~be~~
~~shareholders of different classes.~~
~~Where the share capital of the~~
~~Company includes shares which do~~
~~not carry voting rights, the words~~
~~“non-voting shares” must appear in~~
~~the designation of such shares.~~
~~Where the share capital includes~~
~~shares with different voting rights,~~
~~the designation of each class of~~
~~shares, other than those with the~~
~~most favorable voting rights, must~~
~~include~~
~~the~~
~~words~~
~~“restricted~~
~~voting” or “limited voting”.~~
~~Article 59 The Company shall not~~ The Mandatory
~~proceed to change or abrogate the~~ Provisions on
~~rights of class shareholders unless~~ which the
~~such~~
~~proposed~~
~~change~~
~~or~~		 original article
~~abrogation has been approved by~~ is based has
~~way of a special resolution at a~~ been abolished,
~~general meeting and by a separate~~ and the relevant
~~shareholder meeting convened by~~ contents are
~~the class shareholders so affected~~ deleted
~~in accordance with Articles 61 to~~
~~65.~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~60~~
~~The~~
~~following~~		 The Mandatory
~~circumstances shall be deemed as~~ Provisions on
~~change or abrogation of the rights~~ which the
~~of a certain class shareholder:~~ original article
is based has
~~(1) to increase or decrease the~~ been abolished,
~~number of shares of such class, or~~ and the relevant
~~to increase or decrease the number~~ contents are
~~of shares of a class having voting~~ deleted
~~rights, distribution rights or other~~
~~privileges~~
~~equal~~
~~or~~
~~superior~~
~~to~~
~~those of the shares of such class;~~
~~(2) to change all or part of the~~
~~shares of such class into shares of~~
~~another class or to change all or~~
~~part of the shares of another class~~
~~into shares of that class or to grant~~
~~relevant conversion rights;~~
~~(3) to cancel or reduce rights to~~
~~accrued dividends or cumulative~~
~~dividends attached to shares of the~~
~~said class;~~
~~(4)~~
~~to~~
~~reduce~~
~~or~~
~~cancel~~
~~rights~~
~~attached to the shares of the said~~
~~class~~
~~to~~
~~preferentially~~
~~receive~~
~~dividends~~
~~or~~
~~to~~
~~receive~~
~~distributions~~
~~of~~
~~assets~~
~~in~~
~~a~~
~~liquidation of the Company;~~
~~(5) to add, cancel or reduce share~~
~~conversion rights, options, voting~~
~~rights, transfer rights, pre-emptive~~
~~placing rights, or rights to acquire~~
~~securities of the Company attached~~
~~to the shares of the said class;~~
~~(6) to cancel or reduce rights to~~
~~receive~~
~~payments~~
~~made~~
~~by~~
~~the~~
~~Company in a particular currency~~
~~attached to the shares of the said~~
~~class;~~

– 155 –

APPENDIX II

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

Basis of Basis of
Articles before Amendments Articles after Amendments
Amendments
~~(7) to create a new class of shares~~
~~with~~
~~voting~~
~~rights,~~
~~distribution~~
~~rights or other privileges equal or~~
~~superior to those of the shares of~~
~~the said class;~~
~~(8)~~
~~to~~
~~restrict~~
~~the~~
~~transfer~~
~~or~~
~~ownership of the shares of the said~~
~~class~~
~~or~~
~~to~~
~~impose~~
~~additional~~
~~restrictions;~~
~~(9) to issue rights to subscribe for,~~
~~or to convert into, shares of the~~
~~said class or another class;~~
~~(10) to increase the rights and~~
~~privileges of the shares of another~~
~~class;~~
~~(11) to restructure the Company in~~
~~such~~
~~a~~
~~way~~
~~as~~
~~to~~
~~cause~~
~~shareholders of different classes to~~
~~undertake~~
~~liabilities~~
~~disproportionately~~
~~during~~
~~the~~
~~restructuring;~~
~~(12) to amend or cancel provisions~~
~~in the section.~~

– 156 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

Articles before Amendments
Articles after Amendments
Basis of
Amendments
~~Article~~
~~61~~
~~Shareholders~~
~~of~~
~~the~~
~~affected class, whether or not with~~
~~the~~
~~rights~~
~~to~~
~~vote~~
~~at~~
~~general~~
~~meetings originally, shall have the~~
~~right to vote at shareholders’ class~~
~~meetings~~
~~in~~
~~respect~~
~~of~~
~~matters~~
~~referred to in items (2) to (8) and~~
~~(11) to (12) in Article 60 hereof,~~
~~except that interested shareholders~~
~~shall not vote at such shareholders’~~
~~class meetings.~~
The Mandatory
Provisions
on
which
the
original
article
is
based
has
been abolished,
and the relevant
contents
are
deleted

~~The term “interested shareholders” in the preceding paragraph shall mean:~~

~~(1) in case of a buy-back of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with the Articles of Association, the controlling shareholders as defined in Chapter 16 of the Company’s Articles of Association shall be the “interested shareholders”;~~

~~(2) in case of a buy-back of shares by the Company by an off- market agreement in accordance with the Articles of Association, holders of shares in relation to such agreement shall be the “interested shareholders”;~~

~~(3) in case of a proposed restructuring of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on the other shareholders of that class or who have an interest in the proposed restructuring that is different from the general interests in such proposed restructuring of the other shareholders of that class shall be the “interested shareholders”.~~

– 157 –

APPENDIX II

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~62~~
~~Resolution~~
~~of~~
~~a~~		 The Mandatory
~~shareholders’ class meeting shall~~ Provisions on
~~be passed only by two thirds (2/3)~~ which the
~~or more of the total voting rights~~ original article
~~being held by the shareholders of~~ is
based		 has
~~that class, who are entitled to do~~ been abolished,
~~so,~~
~~present~~
~~and~~
~~vote~~
~~at~~
~~the~~		 and the relevant
~~shareholders’~~
~~class~~
~~meeting~~
~~in~~		 contents are
~~accordance with Article 61.~~ deleted
~~Article 63 When the Company is~~ The Mandatory
~~to convene a shareholders’ class~~ Provisions on
~~meeting, it shall issue a written~~ which the
~~notice~~
~~in~~
~~accordance~~
~~with~~
~~the~~		 original article
~~provisions of Article 77 of the~~ is
based		 has
~~Articles of Association informing~~ been abolished,
~~all~~
~~the~~
~~shareholders~~
~~who~~
~~are~~		 and the relevant
~~registered as holders of that class~~ contents are
~~in the register of shareholders of~~ deleted
~~the matters to be considered at the~~
~~meeting as well as the date and~~
~~place of the meeting.~~
~~Where the laws, regulations and~~
~~requirements~~
~~of~~
~~Securities~~
~~Regulatory Authority in the place~~
~~where the Company’s shares are~~
~~listed and the stock exchange on~~
~~the~~
~~written~~
~~replies~~
~~of~~
~~the~~
~~shareholders attending the general~~
~~meeting,~~
~~such~~
~~provisions~~
~~shall~~
~~prevail.~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX II

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
~~Article~~
~~64~~
~~The~~
~~notice~~
~~of~~
~~a~~		 The Mandatory
~~shareholders’ class meeting shall~~ Provisions on
~~be sent to the shareholders entitled~~ which the
~~to vote at such meeting only.~~ original article
is based has
~~The procedure of a shareholders’~~ been abolished,
~~class meeting shall, to the extent~~ and the relevant
~~possible,~~
~~be~~
~~identical~~
~~with~~
~~the~~		 contents are
~~procedure of a general meeting.~~ deleted
~~Provisions~~
~~of~~
~~the~~
~~Articles~~
~~of~~
~~Association relevant to procedure~~
~~for~~
~~the~~
~~holding~~
~~of~~
~~a~~
~~general~~
~~meeting shall be applicable to a~~
~~shareholders’ class meeting.~~
~~Article~~
~~65~~
~~In~~
~~the~~
~~following~~		 The Mandatory
~~circumstances,~~
~~the~~
~~special~~		 Provisions on
~~procedures~~
~~for~~
~~voting~~
~~by~~
~~class~~		 which the
~~shareholders shall not apply:~~ original article
is based has
~~(1) with the approval by a special~~ been abolished,
~~resolution at the general meeting,~~ and the relevant
~~the~~
~~Company~~
~~issues~~
~~Domestic~~		 contents are
~~Shares or overseas listed foreign~~ deleted
~~shares alone or at the same time at~~
~~each interval of twelve (12) months~~
~~and the number of the Domestic~~
~~Shares and overseas listed foreign~~
~~shares does not exceed twenty per~~
~~cent~~
~~(20%)~~
~~of~~
~~the~~
~~respective~~
~~outstanding shares of such class;~~
~~(2) the Company has made the~~
~~plans to issue Domestic Shares or~~
~~overseas listed foreign shares at the~~
~~time~~
~~of~~
~~incorporation~~
~~and~~
~~the~~
~~implementation of such plan has~~
~~been completed within 15 months~~
~~from the date of approval by the~~
~~Securities Regulatory Authorities;~~
~~(3)~~
~~with~~
~~the~~
~~approval~~
~~of~~
~~the~~
~~Securities Regulatory Authorities,~~
~~shareholders of the Company list~~
~~and trade their unlisted shares in~~
~~any overseas stock exchanges.~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX III

Notes:

  1. Those marked by way of “ ~~wordings~~ ” in the articles before amendments are contents proposed to be deleted; and those marked by way of “wordings” in the articles after amendments are contents proposed to be added.

  2. The following table does not contain comparisons that correspond to amendments merely resulting from changes in the serial number of the articles.

**Basis ** of of
Articles before Amendments Articles after Amendments
Amendments
Article
1
In
order
to
regulate		 Article
1
In
order
to
regulate		 The Mandatory
activities including the convening activities including the convening Provisions for
of meetings, the consideration and of meetings, the consideration and Articles of
passing of resolutions of the Board passing of resolutions of the Board Association of
of Directors of CSC Financial Co., of Directors of CSC Financial Co., Companies to
Ltd.
(the
~~“~~Company~~”~~),
and
to		 Ltd. (the Company), and to ensure be Listed
ensure the work efficiency and a the work efficiency and a logical Overseas (the
logical
decision-making
of
the		 decision-making of the Board of Mandatory
Board of Directors, these rules of Directors, these rules of procedures Provisions) has
procedures have been formulated have
been
formulated
in		 been abolished;
in
accordance
with
the
laws,		 accordance
with
the
laws,		 the
Measures
administrative
regulations,		 administrative
regulations,		 for the
department
rules,
normative		 department
rules,
normative		 Administration
documents, including the Company documents, including the Company of Independent
Law of the People’s Republic of Law of the People’s Republic of Directors of
China
(《中華人民共和國公司		 China
(《中華人民共和國公司		 Listed
法》) (the ~~“~~Company Law~~”~~), the 法》)
(the
Company
Law),
the		 Companies (the
Securities
Law
of
the
People’s		 Securities
Law
of
the
People’s		 Measures for
Republic of China (《中華人民共 Republic of China (《中華人民共 Independent
和國證券法》), the Regulations on 和國證券法》), the Regulations on Directors) is
the Administration Supervision of the Administration Supervision of added
as		 the
Securities Company (《證券公司 Securities Company (《證券公司 basis for
監督管理條例》),
the
Code
of		 監督管理條例》),
the
Code
of		 formulation
Corporate
Governance
for		 Corporate
Governance
for
Securities Companies (《證券公司 Securities Companies (《證券公司
治理準則》),
the
Guidelines
on		 治理準則》),
the
Guidelines
on
Articles of Association of Listed Articles of Association of Listed
Companies
(《上市公司章程指		 Companies
(《上市公司章程指
引》), the Standards of Corporate 引》), the Standards of Corporate
Governance
for
the
Listed		 Governance
for
the
Listed
Companies
(《上市公司治理準		 Companies
(《上市公司治理準
則》)
~~and~~
~~the~~
~~Mandatory~~
~~Provisions~~
~~for~~
~~Articles~~
~~of~~		 則》) and the Measures for the
Administration
of
Independent
~~Association of Companies to be~~
~~Listed Overseas (《到境外上市公~~		 Directors of Listed Companies
(《上市公司獨立董事管理辦法》),
~~司章程必備條款》)~~, as well as the as well as the Rules Governing the
Rules Governing the Listing of Listing of Securities on the Stock
Securities on the Stock Exchange Exchange of Hong Kong Limited
of Hong Kong Limited (《香港聯 (《香港聯合交易所有限公司證券
合交易所有限公司證券上市規 上市規則》)
(the
Hong
Kong
則》) (the ~~“~~Hong Kong Listing Listing Rules), and the Articles of
Rules~~”~~),
and
the
Articles
of		 Association of CSC Financial Co.,
Association of CSC Financial Co., Ltd. (the Articles of Association).
Ltd.
(the
~~“~~Articles
of
Association~~”~~).

– 160 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX III

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article
6
The
chairman
shall		 Article
6
The
chairman
shall		 Amended
convene an extraordinary meeting convene an extraordinary meeting according to
within ten (10) ~~working ~~days after within ten (10) days after receiving Article
18		 of
receiving a proposition in any of a
proposition
in
any
of
the		 the
Measures
the following cases: following cases: for Independent
Directors;
(1)
when
the
shareholders		 (1)
when
the
shareholders		 amended
representing one-tenth (1/10) or representing one-tenth (1/10) or according to
more of the voting rights propose a more of the voting rights propose a Article 115 of
meeting; meeting; the
Guidelines
on Articles of
(2)
when
the
chairman
deems		 (2)
when
the
chairman
deems		 Association of
necessary; necessary; Listed
Companies (as
(3) when one-third (1/3) or more of (3) when one-third (1/3) or more of amended in
the
Directors
jointly		 propose
a		 the
Directors
jointly		 propose
a		 2023)
(the
meeting; meeting; Guidelines on
Articles of
(4)
when
~~half~~
~~or~~
~~more~~
~~of~~
the		 (4) when **more than ** half of the Association)
independent Directors propose a independent Directors propose a
meeting; meeting;
(5)
when
the
Supervisory		 (5)
when
the		 Supervisory
Committee proposes a meeting; Committee proposes a meeting;
(6) when the manager proposes a (6) when the manager proposes a
meeting; meeting;
(7) when the securities regulatory (7) when the securities regulatory
authority requires such a meeting authority requires such a meeting
to be held; to be held;
(8)
when
any
of		 the
other		 (8)
when
any
of		 the
other
circumstances
specified
in
the		 circumstances
specified
in
the
Articles of Association. Articles of Association.

– 161 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX III

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 9 Notices of the Board Article 9 Notices of the Board The Model
meetings shall be delivered to all meetings shall be delivered to all Rules of
the Directors, Supervisors, general the Directors, Supervisors, general Procedure for
managers and the secretary to the managers and the secretary to the the
Board		 of
Board
by
hand,
facsimile,		 Board
by
hand,
facsimile,		 Directors of
electronic mail or other methods. If electronic mail or other methods. If Listed
service
is
made
indirectly,		 service
is
made
indirectly,		 Companies in
confirmation shall additionally be confirmation shall additionally be Shanghai Stock
made
by
telephone
and
the		 made
by
telephone
and		 the Exchange on
appropriate record thereof shall be appropriate record thereof shall be which the
made. In case of urgent situation made. In case of urgent situation original article
that the interim meeting of the that the interim meeting of the is
based		 has
Board
of
Directors
shall
be		 Board
of
Directors
shall		 be been abolished;
convened as soon as possible, the convened as soon as possible, the amended
meeting notice may be sent via meeting notice may be sent via according to
telephone or in other oral forms, telephone or in other oral forms, Article 117 of
but the convener shall explain at but the convener shall explain at the
Guidelines
the meeting. the meeting. on Articles of
Association and
Notice of a Board meeting shall Notice of a Board meeting shall the actual
include the following items: include the following items: situation
(1) date, venue, and duration of the (1) date, venue, and duration of the
meeting; meeting;
(2) means to hold meeting; (2) means to hold meeting;
(3) causes and topics of discussion; (3) causes and topics of discussion;
(4) date of issuance of notice; (4) date of issuance of notice;
~~(5) convener and chairperson of the~~ A verbal notice of meeting shall
~~meeting,~~
~~or~~
~~proposer~~
~~of~~
~~the~~		 include at least the above items (1)
~~provisional meeting and its written~~ and (2), and the explanation for a
~~proposal;~~ provisional meeting of the Board in
the event of an emergency.
~~(6) requirements for the Directors~~
~~to attend the meeting in person or~~
~~by proxy;~~
~~(7) contact person and the means of~~
~~contact.~~
A verbal notice of meeting shall
include at least the above items (1)
and (2), and the explanation for a
provisional meeting of the Board in
the event of an emergency.

– 162 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX III

Basis of
Articles before Amendments **Articles after ** Amendments
Amendments
Article 10The Board meeting shall Article 10The Board meeting shall The
Model
not be convened unless more than not be convened unless more than Rules of
one
half
of
the
Directors
are		 one half of the Directors are Procedure for
present.
~~Where~~
~~any~~
~~relevant~~		 present. the
Board		 of
~~Director refuses or fails to attend~~ Directors of
~~the meeting resulting in the number~~ Listed
~~of attendants falls short of the~~ Companies in
~~quorum required for convening the~~ Shanghai Stock
~~meeting, the Chairman and the~~ Exchange on
~~Secretary~~
~~of~~
~~the~~
~~Board~~
~~shall~~		 which the
~~promptly report to the regulatory~~ original
article
~~authorities.~~ is
based		 has
been abolished,
and the relevant
contents are
deleted
Article 31 The minutes of the **Article ** 31 The minutes of the The
Model
Board meeting shall include: Board meeting shall include: Rules of
Procedure for
(1) the date, venue, the name of the (1) the date, venue and the name of the
Board		 of
convener and ~~the presider ~~of the the convener of the meeting; Directors of
meeting; Listed
(2) the names of the Directors Companies in
~~(2) the status of the despatch of the~~ attending the meeting and the Shanghai Stock
~~notice of the meeting;~~ names of the Directors (proxies) Exchange on
appointed by other Directors to which the
(3) the names of the Directors attend the meeting; original
article
attending
the
meeting
and
the		 is
based		 has
names of the Directors (proxies) (3) the agenda of the meeting; been abolished,
appointed by other Directors to and the relevant
attend the meeting; (4) the main points of the speeches contents are
of the Directors; deleted;
(4) the agenda of the meeting; amended
(5) the methods and results of the according to
(5) the main points of the speeches voting for each resolution (the Article 123 of
of the Directors; voting results shall state the the
Guidelines
number of votes voting for, on Articles of
(6) the methods and results of the against, or in abstention). Association
voting
for
each
resolution
(the
voting
results
shall
state
the
number
of
votes
voting
for,
against, or in abstention);
~~(7) other issues that the attending~~
~~Directors considered necessary to~~
~~be included in the minutes~~.

– 163 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR BOARD MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX III

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 34 These Rules are made Article 34 These Rules are made The wordings
by the Board. ~~Upon the passing of~~
~~a~~
~~resolution~~
~~at~~
~~a~~
~~shareholders’~~		 by the Board. These Rules shall
take effect from the date of the		 are
standardized
~~general meeting of the Company~~
~~and~~
~~approval~~
~~from~~
~~securities~~
~~supervision~~
~~and~~
~~administration~~
~~authorities, t~~hese Rules shall take		 passing
of
a
resolution
at
a
shareholders’ general meeting of
the Company. The original Rules
of Procedures for Board Meetings		 according to the
actual situation
effect from the date ~~on which the~~ of
the
Company
shall
lapse
~~initial public offering of A Shares~~ automatically on the same date
~~by the Company were listed on the~~ when
these
Rules
become
~~domestic~~
~~stock~~
~~exchange~~.		 The effective.
original Rules of Procedures for
Board Meetings of the Company
shall lapse automatically on the
same
date
when
these		 Rules
become effective.

– 164 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX IV

Notes:

  1. Those marked by way of “ ~~wordings~~ ” in the articles before amendments are contents proposed to be deleted; and those marked by way of “wordings” in the articles after amendments are contents proposed to be added.

  2. The following table does not contain comparisons that correspond to amendments merely resulting from changes in the serial number of the articles.

**Basis ** of of
Articles before Amendments Articles after Amendments
Amendments
Article
1
In
order
to
regulate		 Article
1
In
order
to
regulate		 The Mandatory
activities including the convening activities including the convening Provisions for
of meetings, the consideration and of meetings, the consideration and Articles of
passing
of
resolutions
of
the		 passing
of
resolutions
of
the		 Association of
Supervisory
Committee
of
CSC		 Supervisory
Committee
of
CSC		 Companies to
Financial
Co.,
Ltd.
(the		 Financial Co., Ltd. (the Company), be Listed
~~“~~Company~~”~~), and to ensure the and to ensure the work efficiency Overseas (the
work
efficiency
and
a
logical		 and a logical decision-making of Mandatory
decision-making of the supervisory the supervisory committee, these Provisions) has
committee,
these
rules
of		 rules
of
procedures
have
been		 been abolished
procedures have been formulated formulated in accordance with the
in
accordance
with
the
laws,		 laws,
administrative
regulations,
administrative
regulations,		 department
rules,
normative
department
rules,
normative		 documents, including the Company
documents, including the Company Law of the People’s Republic of
Law of the People’s Republic of China
(《中華人民共和國公司
China
(《中華人民共和國公司		 法》)
(the
Company
Law),
the
法》) (the ~~“~~Company Law~~”~~), the Securities
Law
of
the
People’s
Securities
Law
of
the
People’s		 Republic of China (《中華人民共
Republic of China (《中華人民共 和國證券法》), the Regulations on
和國證券法》), the Regulations on the Administration Supervision of
the Administration Supervision of Securities Company (《證券公司
Securities Company (《證券公司 監督管理條例》),
the
Code
of
監督管理條例》),
the
Code
of		 Corporate
Governance
for
Corporate
Governance
for		 Securities Companies (《證券公司
Securities Companies (《證券公司 治理準則》),
the
Guidelines
on
治理準則》),
the
Guidelines
on		 Articles of Association of Listed
Articles of Association of Listed Companies
(《上市公司章程指
Companies
(《上市公司章程指		 引》), the Standards of Corporate
引》), the Standards of Corporate Governance
for
the
Listed
Governance
for
the
Listed		 Companies
(《上市公司治理準
Companies
(《上市公司治理準		 則》),
as
well
as
the
Rules
則》)
~~and~~
~~the~~
~~Mandatory~~		 Governing the Listing of Securities
~~Provisions~~
~~for~~
~~Articles~~
~~of~~		 on the Stock Exchange of Hong
~~Association of Companies to be~~ Kong Limited, and the Articles of
~~Listed Overseas (《到境外上市公~~ Association of CSC Financial Co.,
~~司章程必備條款》)~~, as well as the Ltd. (the Articles of Association).
Rules Governing the Listing of
Securities on the Stock Exchange
of Hong Kong Limited, and the
Articles of Association of CSC
Financial Co., Ltd. (the ~~“~~Articles
of Association~~”~~).

– 165 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX IV

**Basis ** of
Articles before Amendments Articles after Amendments
Amendments
Article 6 ~~Before despatching the~~ Article 6A notice of a Supervisory The Model
~~notice of regular meeting of the~~ Committee
meeting
to		 all Rules of
~~Supervisory Committee, the Office~~ Supervisors
shall
be
given		 in Procedure for
~~of the Supervisory Committee shall~~ writing
10
days
prior
to		 the the
Board		 of
~~collect resolutions from all the~~ convening
of
such
meeting.		 A Directors of
~~Supervisors~~
~~and~~
~~seek~~
~~opinions~~		 notice of an extraordinary meeting Listed
~~from~~
~~the~~
~~employees~~
~~of~~
~~the~~		 of the Supervisory Committee to Companies in
~~Company for at least two days.~~ all Supervisors shall be given in Shanghai Stock
~~During the period of collecting~~ writing
5
days
prior
to		 the Exchange on
~~resolutions and seeking opinions,~~ convening
of
such
meeting.		 which the
~~the~~
~~Office~~
~~of~~
~~the~~
~~Supervisory~~		 Written
consent
from		 all original article
~~Committee shall reiterate the main~~ Supervisors
is
required
for		 the is
based		 has
~~concerns~~
~~of~~
~~the~~
~~Supervisory~~		 exemption of the notice period. been abolished,
~~Committee~~
~~on~~
~~supervising~~
~~the~~		 and the relevant
~~operations of the Company and the~~ Notices
of
the
meeting
of		 the contents are
~~conduct of the Directors and senior~~ Supervisory Committee shall be deleted;
~~management~~
~~rather~~
~~than~~
~~the~~		 delivered to all the Supervisors by amended
~~decision~~
~~on~~
~~the~~
~~operation~~
~~and~~		 hand, facsimile, electronic mail or according to
~~management of the Company. A~~ other methods. If service is made Article 149 of
notice of a Supervisory Committee indirectly,
confirmation
shall		 the
Guidelines
meeting to all Supervisors shall be additionally be made by telephone on Articles of
given in writing 10 days prior to and the appropriate record thereof Association and
the convening of such meeting. A shall be made. In case of urgent the actual
notice of an extraordinary meeting situation that the interim meeting situation
of the Supervisory Committee to of Supervisory Committee shall be
all Supervisors shall be given in convened as soon as possible, the
writing
5
days
prior
to
the		 meeting notice may be sent via
convening
of
such
meeting.		 verbal or telephone or in other
Written
consent
from
all		 forms,
but
the
convener
shall
Supervisors
is
required
for
the		 explain at the meeting. Written
exemption of the notice period. notice of meeting shall include the
following items:
(1) date, venue, and duration of the
meeting;
(2) means to hold meeting;
(3) causes and topics of discussion;
(4) date of issuance of notice.

– 166 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX IV

Basis of Articles before Amendments Articles after Amendments Amendments Notices of the meeting of the A verbal notice of meeting shall Supervisory Committee shall be include at least the above items (1) delivered to all the Supervisors by and (2), and the explanation for a hand, facsimile, electronic mail or provisional meeting of the other methods. If service is made Supervisory Committee in the indirectly, confirmation shall event of an emergency. additionally be made by telephone and the appropriate record thereof shall be made. In case of urgent situation that the interim meeting of Supervisory Committee shall be convened as soon as possible, the meeting notice may be sent via verbal or telephone or in other forms, but the convener shall explain at the meeting. Written notice of meeting shall include the following items: (1) date, venue, and duration of the meeting; (2) means to hold meeting; (3) causes and topics of discussion; (4) date of issuance of notice; ~~(5) convener and chairperson of the regular meeting, or proposer of the provisional meeting and its written proposal; (6) requirements for the Supervisors to attend the meeting in person; (7) contact person and the means of contact.~~ A verbal notice of meeting shall include at least the above items (1) and (2), and the explanation for a provisional meeting of the Supervisory Committee in the event of an emergency.

– 167 –

COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES FOR SUPERVISORY COMMITTEE MEETINGS OF CSC FINANCIAL CO., LTD.

APPENDIX IV

Basis of
Articles before Amendments Articles after Amendments
Amendments
Article 27These rules are made by Article 27These rules are made by The wordings
the Supervisory Committee. ~~Upon~~
~~the passing of a resolution at a~~		 the Supervisory Committee. These
rules shall take effect from the date		 are
standardized
~~shareholders’ general meeting of~~
~~the Company and approval from~~
~~securities~~
~~supervision~~
~~and~~
~~administration~~
~~authorities,~~
~~t~~hese		 of the passing of a resolution at a
shareholders’ general meeting of
the Company. The original Rules
of
Procedures
for
Supervisory		 according to the
actual situation
rules shall take effect from the date Committee
Meetings
of
the
~~on which the initial public offering~~ Company shall lapse automatically
~~of A shares by the Company were~~ on the same date when these rules
~~listed~~
~~on~~
~~the~~
~~domestic~~
~~stock~~		 become effective.
~~exchange.~~ The original Rules of
Procedures
for
Supervisory
Committee
Meetings
of		 the
Company shall lapse automatically
on the same date when these rules
become effective.

– 168 –

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

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

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

(Stock Code: 6066)

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Second Extraordinary General Meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Wednesday, July 31, 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 resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated July 12, 2024.

AS SPECIAL RESOLUTIONS

  1. To consider and approve the amendments to the Articles of Association;

  2. To consider and approve the amendments to the Rules of Procedures for Shareholders’ General Meetings;

  3. To consider and approve the amendments to the Rules of Procedures for Board Meetings;

  4. To consider and approve the amendments to the Rules of Procedures for Supervisory Committee Meetings.

The above resolutions have been considered and approved by the Board/the Supervisory Committee on July 8, 2024 and are 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 July 12, 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. WU Ruilin, 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.

– 169 –

NOTICE OF THE 2024 SECOND 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 Friday, July 26, 2024 to Wednesday, July 31, 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) no later than 4:30 p.m. on Thursday, July 25, 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), no later than 24 hours before the time fixed for the EGM (i.e. 2:30 p.m. on Tuesday, July 30, 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.

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).

– 170 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

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

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

(Stock Code: 6066)

NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2024 First H Shareholders’ Class Meeting (the “ H Shareholders’ Class Meeting ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held on Wednesday, July 31, 2024 immediately after the 2024 Second Extraordinary General Meeting and the 2024 First A Shareholders’ Class Meeting or any adjournment thereof 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 resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated July 12, 2024.

AS SPECIAL RESOLUTIONS

  1. To consider and approve the amendments to the Articles of Association;

  2. To consider and approve the amendments to the Rules of Procedures for Shareholders’ General Meetings;

  3. To consider and approve the amendments to the Rules of Procedures for Board Meetings;

  4. To consider and approve the amendments to the Rules of Procedures for Supervisory Committee Meetings.

The above resolutions have been considered and approved by the Board/the Supervisory Committee on July 8, 2024 and are hereby proposed at the H Shareholders’ Class Meeting for Shareholders’ consideration and approval.

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

Beijing, the PRC July 12, 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. WU Ruilin, 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.

– 171 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

Notes:

1. ELIGIBILITY FOR ATTENDING THE H SHAREHOLDERS’ CLASS MEETING AND CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the list of Shareholders who are entitled to attend the H Shareholders’ Class Meeting, the register of members of the Company will be closed from Friday, July 26, 2024 to Wednesday, July 31, 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the H Shareholders’ Class Meeting, 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 no later than 4:30 p.m. on Thursday, July 25, 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 H Shareholders’ Class Meeting. 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 H Shareholders’ Class Meeting in respect of such Shares.

2.

PROXY

  • (1) Any Shareholder entitled to attend and vote at the H Shareholders’ Class Meeting 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, no later than 24 hours before the time fixed for the 2024 Second Extraordinary General Meeting and the H Shareholders’ Class Meeting (i.e. 2:30 p.m. on Tuesday, July 30, 2024) or 24 hours before the time of any adjournment thereof. The proxy form for the H Shareholders’ Class Meeting is enclosed herewith.

Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the H Shareholders’ Class Meeting or at any adjourned meeting.

3. REGISTRATION PROCEDURES FOR ATTENDING THE H SHAREHOLDERS’ CLASS MEETING

Shareholder or his/her proxy shall produce proof of identity (original) when attending the H Shareholders’ Class Meeting:

  • (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 H Shareholders’ Class Meeting 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 H Shareholders’ Class Meeting.

– 172 –

NOTICE OF THE 2024 FIRST H SHAREHOLDERS’ CLASS MEETING

5. MISCELLANEOUS

  • (1) The duration of the H Shareholders’ Class Meeting is expected not to exceed half a day. All Shareholders who attend the H Shareholders’ Class Meeting 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 A Shareholders’ Class Meeting 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).

– 173 –

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