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

Apr 10, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> 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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 First Extraordinary General Meeting (the “ EGM ”) of CSC Financial Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Tuesday, April 30, 2024 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, to consider and, if thought fit, approve the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated April 11, 2024.

AS ORDINARY RESOLUTIONS

To consider and approve by cumulative voting system (Note 5):

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

   • 1.1 election of Mr. WANG Changqing as an Executive Director of the third session of the Board of the Company;

   • 1.2 election of Mr. ZOU Yingguang as an Executive Director of the third session of the Board of the Company;

   • 1.3 election of Mr. LI Min as a Non-executive Director of the third session of the Board of the Company;

   • 1.4 election of Mr. WU Ruilin as a Non-executive Director of the third session of the Board of the Company;

   • 1.5 election of Mr. YAN Xiaolei as a Non-executive Director of the third session of the Board of the Company;

   • 1.6 election of Mr. LIU Yanming as a Non-executive Director of the third session of the Board of the Company;

   • 1.7 election of Mr. YANG Dong as a Non-executive Director of the third session of the Board of the Company;

   • 1.8 election of Ms. WANG Hua as a Non-executive Director of the third session of the Board of the Company.

– 1 –

1. the resolutions on election of Independent Non-executive Directors of the third session of the Board of the Company:

   • 2.1 election of Mr. PO Wai Kwong as an Independent Non-executive Director of the third session of the Board of the Company;

   • 2.2 election of Mr. LAI Guanrong as an Independent Non-executive Director of the third session of the Board of the Company;

   • 2.3 election of Mr. ZHANG Zheng as an Independent Non-executive Director of the third session of the Board of the Company;

   • 2.4 election of Mr. WU Xi as an Independent Non-executive Director of the third session of the Board of the Company;

   • 2.5 election of Mr. ZHENG Wei as an Independent Non-executive Director of the third session of the Board of the Company.

2. the resolutions on election of Shareholder Representative Supervisors of the third session of the Supervisory Committee of the Company:

   • 3.1 election of Mr. ZHOU Xiaoyu as a Supervisor of the third session of the Supervisory Committee of the Company;

   • 3.2 election of Mr. DONG Hongfu as a Supervisor of the third session of the Supervisory Committee of the Company;

   • 3.3 election of Mr. LI Fang as a Supervisor of the third session of the Supervisory Committee of the Company;

   • 3.4 election of Mr. WANG Xiaoguang as a Supervisor of the third session of the Supervisory Committee of the Company.

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

Beijing, the PRC April 11, 2024

As at the date of this notice, the executive Directors of the Company is Mr. WANG Changqing and Mr. ZOU Yingguang; the non-executive Directors of the Company are Mr. LI Min, Mr. WU Ruilin, Mr. YAN Xiaolei, Ms. ZHU Jia, Mr. YANG Dong and Ms. WANG Hua; and the independent non-executive Directors of the Company are Mr. PO Wai Kwong, Mr. LAI Guanrong, Mr. ZHANG Zheng, Mr. WU Xi and Mr. ZHENG Wei.

– 2 –

Notes:

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

For the purpose of determining the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Thursday, April 25, 2024 to Tuesday, April 30, 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 Wednesday, April 24, 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 Monday, April 29, 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.

– 3 –

5. CUMULATIVE VOTING SYSTEM

The Company adopts the cumulative voting system to elect the Non-independent Directors, Independent Non-executive Directors and Shareholder Representative Supervisors at the EGM, i.e. the number of votes each Shareholder is entitled to shall be equal to the number of Shares with voting rights held by him/her multiplied by each of the number of Non-independent Directors, Independent Non-executive Directors and Shareholder Representative Supervisors to be elected, and Shareholders may allocate his/her 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 provided that the total number of votes allocated shall not be more than the number of votes he/she is entitled to.

6. MISCELLANEOUS

• (1) The duration of the EGM is expected not to exceed half a day. Shareholders who attend the EGM shall arrange for their own transportation and accommodation at their own expenses.

• (2) The address of Computershare Hong Kong Investor Services Limited:

Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the submission of transfer documents)

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

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

For the matters relating to the attendance of the EGM by A Shareholders, please refer to the notice of meeting and other relevant documents published by the Company on website of the Shanghai Stock Exchange (www.sse.com.cn).

– 4 –