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

Apr 10, 2024

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(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6066)

FORM OF PROXY FOR THE 2024 FIRST EXTRAORDINARY GENERAL MEETING (Applicable to H Shareholders)

			(Applicable to H Shareholders
I/We_(Note 2)_ of (address) being the holder(s) of with nominal value meeting or of (address) (email address) my/our proxy to atten on Tuesday, April 30, thereof in respect of t
			of RMB1.00 each in the share capital of CSC Financial Co., Ltd. (the

	1.	the resolutions on election of Non-independent Directors of the third session of the Board of the Company
	2.
	3.

Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated April 11, 2024.

Signature(s) [(Note][6)] :

Date:

Notes:

1. Please delete as appropriate and insert the number of Shares of the Company registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all Shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members for H Shares of the Company in BLOCK LETTERS . The names of all joint registered holders should be stated.

3. Please insert the number of Shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the chairman of the meeting of the Company is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the meeting and vote on his/her behalf. A proxy needs not be a shareholder of the Company. Any alteration made to this form of proxy must be initiated by the person who signs it.

5. IMPORTANT: Pursuant to the Articles of Association of the Company, voting at the meeting in respect of Resolutions on the proposed election of non-independent directors, independent non-executive directors and shareholder representative supervisors all shall be conducted by way of cumulative voting. Please insert the number of votes in the space provided as to how you wish your votes to be cast. The number of votes you may cast shall equal to the product of the number of shares held by you multiplying each of the number of the proposed non-independent directors, independent non-executive directors and shareholder representative supervisors to be elected, and you may allocate your votes equally or arbitrarily to respective candidates of non-independent directors, independent non-executive directors and shareholder representative supervisors to the extent of the number of non-independent directors, independent non-executive directors and shareholder representative supervisors to be elected.

For illustration, if you hold 100 shares, the number of votes you may cast in respect of Resolutions No. 1.1 to No. 1.8 will be 800 votes, and this particular allocation of votes may only be cast on the non-independent director candidates.

You may cast all your votes equally or diversely to the 8 non-independent director candidates.

Please specify the number of votes cast for each of the non-independent director candidates in the box. Failure to specify the number of votes cast will entitle your proxy to cast your vote at his/her discretion.

If the total number of votes you have cast are less than or equal to the maximum number of votes you may cast, your votes shall be valid and the votes not cast shall be deemed to have been waived by you; if the total number of votes you have cast exceeds the maximum votes you have, the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote.

A candidate of non-independent director, independent non-executive director and shareholder representative supervisor who has received votes exceeding more than half of the number of shares carrying voting right (which refers to number of shares assuming the cumulative voting has not been applied) represented by the shareholders attending the meeting shall be elected as a non-independent director, an independent non-executive director and a shareholder representative supervisor.

1. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its director or attorney duly authorized.

2. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

3. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s Hong Kong H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding of the EGM (i.e. before 2:30 p.m. on Monday, April 29, 2024) or not less than 24 hours before the holding of any adjournment thereof.

4. In the event that a Shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights in a poll.

5. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.