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

Apr 10, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in CSC Financial Co., Ltd. , you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

• (1) ELECTION OF NON-INDEPENDENT DIRECTORS OF THE THIRD SESSION OF THE BOARD OF THE COMPANY

• (2) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF THE COMPANY (3) ELECTION OF SHAREHOLDER REPRESENTATIVE

• SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY AND

• (4) NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 11 of this circular. Please refer to pages 22 to 25 of this circular for the notice convening the EGM.

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

For H Shareholders, the proxy form and any authorization documents should be returned to Computershare Hong Kong Investor Services Limited (whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) as soon as possible, but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. 2:30 p.m. on Monday, April 29, 2024). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

April 11, 2024

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II.	MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY
	GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
**III. **	RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
IV.	EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . .	10
V.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
VI.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I – BIOGRAPHICAL DETAILS OF NON-INDEPENDENT
	DIRECTOR CANDIDATES OF THE THIRD SESSION
	OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II – BIOGRAPHICAL DETAILS OF INDEPENDENT NON-
	EXECUTIVE DIRECTOR CANDIDATES OF THE
	THIRD SESSION OF THE BOARD . . . . . . . . . . . . . . . .	17
APPENDIX III – BIOGRAPHICAL DETAILS OF SHAREHOLDER
	REPRESENTATIVE SUPERVISOR CANDIDATES OF
	THE THIRD SESSION OF THE SUPERVISORY
	COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
**NOTICE **	OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING . . . .	22

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 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 Wednesday, April 3, 2024

• “Supervisory Committee”

• the supervisory committee of the Company

• “Supervisory Committee Meeting”

• the supervisory committee meeting of the Company convened on Wednesday, April 3, 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)

• “Company Law”

• the Company Law of the People’s Republic of China

• “Director(s)”

• the director(s) of the Company

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

the 2024 first extraordinary general meeting or any adjournment thereof of the Company to 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

• “Executive Director(s)”

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

– 1 –

DEFINITIONS

“H Shareholders”

holders of H Shares

• “HK dollars”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

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

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

• “PRC” or “China” the People’s Republic of China

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

• “Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including A Shares and H Shares

• “Shareholder(s)” the shareholder(s) of the Company

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

• “%” percentage

– 2 –

LETTER FROM THE BOARD

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

(Stock Code: 6066)

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

Non-executive Director) Mr. Wu Ruilin (Vice Chairman,

Non-executive Director)

Mr. Yan Xiaolei (Non-executive Director) Ms. Zhu Jia (Non-executive Director) Mr. Yang Dong (Non-executive Director) Ms. Wang Hua (Non-executive Director) Mr. Po Wai Kwong (Independent

Non-executive Director) Mr. Lai Guanrong (Independent

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: 18/F, Two Exchange Square, Central, Hong Kong

Non-executive Director)

Mr. Zhang Zheng (Independent

Non-executive Director) Mr. Wu Xi (Independent Non-executive Director) Mr. Zheng Wei (Independent Non-executive Director)

To the Shareholders:

Dear Sir or Madam,

• (1) ELECTION OF NON-INDEPENDENT DIRECTORS OF THE THIRD SESSION OF THE BOARD OF THE COMPANY

• (2) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE THIRD SESSION OF THE BOARD OF THE COMPANY (3) ELECTION OF SHAREHOLDER REPRESENTATIVE

• SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY AND

(4) NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated April 3, 2024 in relation to the Re-election and Nomination of the Board of Directors and the Supervisory Committee. On behalf of the Board, I would like to invite you to attend the EGM to 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.

– 3 –

LETTER FROM THE BOARD

II. MATTERS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

Resolutions will be proposed at the EGM to approve: (1) election of non-independent Directors of the third session of the Board of the Company; (2) election of Independent Non-executive Directors of the third session of the Board of the Company; and (3) election of Shareholder representative Supervisors of the third session of the Supervisory Committee of the Company.

The above resolutions are subject to the approval by the Shareholders at the EGM by way of ordinary resolutions (cumulative voting). In accordance with the provisions of the Articles of Association, where a single Shareholder and its persons acting in concert are interested in 30% or more of the Shares of the Company, the cumulative voting system is required to elect more than two Directors or Supervisors. When cumulative voting system is adopted, each Share is entitled to the same number of votes which equals to the total number of Directors or Supervisors to be elected, and Shareholders shall have the same number of votes as the number of Directors or Supervisors to be elected under each proposal group for each Share held. The number of votes held by Shareholders can be cumulatively cast for one candidate or several candidates. Accordingly, the cumulative voting system will be adopted with respect to the resolution on election of nonindependent Directors of the third session of the Board of the Company, the resolution on election of Independent Non-executive Directors of the third session of the Board of the Company and the resolution on election of Shareholder representative Supervisors of the third session of the Supervisory Committee of the Company as set out in the notice of the EGM.

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 under fully informed condition.

1. Election of Non-Independent Directors of the Third Session of the Board of the Company

In order to improve corporate governance, in accordance with the relevant provisions of relevant laws and regulations, the listing rules of the stock exchanges where the Company’s Shares are listed and the Articles of Association, the Company orderly promoted the re-election of the Board of Directors and the election of Directors of the third session of the Board.

In accordance with the provisions of the Articles of Association, the Board of Directors of the Company consists of 14 members, 9 of whom are non-independent Directors, and 5 of whom are Independent Non-executive Directors. Subject to the number above, Directors shall be elected at the general meeting upon nomination by qualified Shareholders or the Board of Directors.

– 4 –

LETTER FROM THE BOARD

In accordance with the foregoing provisions, upon the nomination by the relevant qualified Shareholders and the consideration of the Board of Directors, the non-independent Director candidates are nominated to the general meeting as follows:

Executive Director candidates

Mr. Wang Changqing and Mr. Zou Yingguang

Non-executive Director candidates

Mr. Li Min, Mr. Wu Ruilin, Mr. Yan Xiaolei, Mr. Liu Yanming, Mr. Yang Dong and Ms. Wang Hua

Among the above-mentioned persons, Mr. Liu Yanming is nominated as a Director candidate of the Company for the first time, and Mr. Wang Changqing, Mr. Zou Yingguang, Mr. Li Min, Mr. Wu Ruilin, Mr. Yan Xiaolei, Mr. Yang Dong and Ms. Wang Hua are currently members of the second session of the Board of Directors of the Company.

All of the non-independent Director candidates above comply with the laws, regulations and the requirements of the listing rules of the stock exchanges where the Company’s Shares are listed for the appointment of directors of listed securities companies (refer to Appendix I for their biographical details). They have no affiliated relationship with the substantial Shareholders of the Company other than those stated in their respective biographies, nor they hold any Shares of the Company, and have not been subject to any punishment by the securities regulatory authorities, the governmental authorities and the stock exchanges. All of them have accepted the nomination thereof. The remuneration and nomination committee of the Board of the Company reviewed the qualifications of the non-independent Director candidates above and is of view that the above persons meet the qualifications of directors of listed securities companies and can be proposed to be elected at the general meeting as non-independent Director candidates. Non-independent Directors of the third session of the Board of the Company will officially assume office from the date when the resolution on their appointments is considered and approved at the general meeting of the Company, with a term of office of three years, until the term of the third session of the Board of the Company expires. At the same time, the EGM shall be proposed to authorize the Board and the Board shall delegate the power to the executive management of the Company, to handle filings and other matters relating to the appointment of Directors of the Company in accordance with the requirements of the regulatory agencies and the registration competent authorities of the Company.

Save as disclosed in Appendix I to this circular, each of non-independent Director candidates has confirmed that: (i) he/she does not hold directorship in other listed companies, nor any position in the Company or any of its subsidiaries for the last three years; (ii) he/she does not have any relationship with any Directors, Supervisors, senior management or substantial or controlling Shareholders of the Company; and (iii) he/she does not have any interest in the Shares of the Company within the meaning under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

– 5 –

LETTER FROM THE BOARD

Save as disclosed herein, each of non-independent Director candidates has confirmed that there are no other matters related to his/her appointment that need to be brought to the attention of the Shareholders of the Company, and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

The aforesaid resolution is hereby proposed at the EGM for approval. Upon approval of the appointment of non-independent Director candidates at the EGM, the Company will sign the appointment letters with the appointed non-independent Directors. As non-independent Directors of the Company, the remuneration of executive Directors will be determined in accordance with the Management Measures of Remuneration in the Headquarter of the Company (《公司總部薪酬管 理辦法》) formulated by the Company and the remuneration evaluation system of the Company, including basic annual salary, performance-linked annual salary and insurance benefits. Non-executive Directors will not receive director’s fee from the Company due to serving as a non-executive Director of the Company.

2. Election of Independent Non-executive Directors of the Third Session of the Board of the Company

In order to improve corporate governance, in accordance with the relevant provisions of relevant laws and regulations, the listing rules of the stock exchanges where the Company’s Shares are listed and the Articles of Association, the Company orderly promoted the re-election of the Board of Directors and the election of Directors of the third session of the Board.

In accordance with the provisions of the Articles of Association, the Board of Directors of the Company consists of 14 members, 9 of whom are non-independent Directors, and 5 of whom are Independent Non-executive Directors. Subject to the number above, Directors shall be elected at the general meeting upon nomination by qualified Shareholders or the Board of Directors.

In accordance with the foregoing provisions, upon the consideration of the Board of Directors, Mr. Po Wai Kwong, Mr. Lai Guanrong, Mr. Zhang Zheng, Mr. Wu Xi and Mr. Zheng Wei, currently the Independent Non-executive Directors, are nominated as Independent Non-executive Director candidates of the third session of the Board.

All of the Independent Non-executive Director candidates above comply with the laws, regulations and the requirements of the listing rules of the stock exchanges where the Company’s Shares are listed for the appointment of independent non-executive directors of listed securities companies (refer to Appendix II for their biographical details), and there are no circumstances affecting their independence. They have no affiliated relationship with the substantial Shareholders of the Company, nor they hold any Shares of the Company, and have not been subject to any punishment by the securities regulatory authorities, the governmental authorities and the stock exchanges. All of them have accepted the nomination thereof. The remuneration and nomination committee of the Board of the Company

– 6 –

LETTER FROM THE BOARD

reviewed the qualifications of the Independent Non-executive Director candidates above and is of view that the above persons meet the qualifications of independent non-executive directors of listed securities companies and can be proposed to be elected at the general meeting as Independent Non-executive Director candidates. Independent Non-executive Directors of the third session of the Board of the Company will officially assume office from the date when the resolution on their appointments is considered and approved at the general meeting of the Company, with a term of office of three years, until the term of the third session of the Board of the Company expires. At the same time, the EGM shall be proposed to authorize the Board and the Board shall delegate the power to the executive management of the Company, to handle filings and other matters relating to the appointment of Directors of the Company in accordance with the requirements of the regulatory agencies and the registration competent authorities of the Company.

Save as disclosed in Appendix II to this circular, Independent Non-executive Director candidates have confirmed that: (i) they do not hold directorship in other listed companies, nor any position in the Company or any of its subsidiaries for the last three years; (ii) they do not have any relationship with any Directors, Supervisors, senior management or substantial or controlling Shareholders of the Company; and (iii) they do not have any interest in the Shares of the Company within the meaning under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, Independent Non-executive Director candidates have confirmed that there are no other matters related to their appointment that need to be brought to the attention of the Shareholders of the Company, and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

In view of all of the above Independent Non-executive Director candidates currently serve as the members of the second session of the Board of the Company, the remuneration and nomination committee of the Board, having assessed the background, expertise and experience of the Independent Non-executive Director candidates in accordance with the Board diversity policy taking into consideration of different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge and length of service, is of the opinion that the abovementioned candidates have the basic knowledge of the operation of companies listed in Hong Kong, have more than five years of economic, financial, management or other work experience necessary to perform the duties of Independent Non-executive Director, and have the ability to provide independent, fair and objective opinions on corporate affairs, are able to provide personal perspectives, skills and experience to the Board, and meanwhile are consistent with the Board diversity policy adopted by the Company. Therefore, their election as Independent Non-executive Directors is in the best interests of the Company and Shareholders as a whole. The Board considers that they meet the independence requirements set out in Rule 3.13 of the Hong Kong Listing Rules.

– 7 –

LETTER FROM THE BOARD

The aforesaid resolution is hereby proposed at the EGM for approval. Upon approval of the appointment of Independent Non-executive Director candidates at the EGM, the Company will sign the appointment letters with the appointed Independent Non-executive Directors. The standard for basic allowance of the Independent Non-executive Directors will be adjusted to RMB300,000 (tax inclusive) per annum, and additional meeting allowance of RMB5,000 (tax inclusive) per person per meeting will be paid to the Independent Non-executive Directors who attend the Board meetings in person.

3. Election of Shareholder Representative Supervisors of the Third Session of the Supervisory Committee of the Company

In order to improve corporate governance, in accordance with the relevant provisions of relevant laws and regulations, the listing rules of the stock exchanges where the Company’s Shares are listed and the Articles of Association, the Company orderly promoted the re-election of the Supervisory Committee and the election of Supervisors of the third session of the Supervisory Committee.

In accordance with the provisions of the Articles of Association, the Supervisory Committee of the Company consists of 6 members, 4 of whom are Shareholder representative Supervisors, and 2 of whom are employee representative Supervisors. Subject to the number above, Shareholder representative Supervisors shall be elected at the general meeting upon nomination by qualified Shareholders.

In accordance with the foregoing provisions, upon the nomination by the relevant qualified Shareholders and the consideration of the Supervisory Committee, Mr. Zhou Xiaoyu, Mr. Dong Hongfu, Mr. Li Fang (李放) and Mr. Wang Xiaoguang are nominated to the general meeting as Shareholder representative Supervisor candidates of the third session of the Supervisory Committee of the Company. Among the above-mentioned persons, Mr. Li Fang is nominated as a Supervisor candidate of the Company for the first time, and Mr. Zhou Xiaoyu, Mr. Dong Hongfu and Mr. Wang Xiaoguang are currently members of the second session of the Supervisory Committee of the Company.

All of the Supervisor candidates above comply with the laws, regulations and the requirements of the listing rules of the stock exchanges where the Company’s Shares are listed for the appointment of supervisors of listed securities companies (refer to Appendix III for their biographical details). They have no affiliated relationship with the substantial Shareholders of the Company other than those stated in their respective biographies, nor they hold any Shares of the Company, and have not been subject to any punishment by the securities regulatory authorities, the governmental authorities and the stock exchanges. All of them have accepted the nomination thereof. Shareholder representative Supervisors of the third session of the Supervisory Committee of the Company will officially assume office from the date when the resolution on their appointments is considered and approved at the general

– 8 –

LETTER FROM THE BOARD

meeting of the Company, with a term of office of three years, until the term of the third session of the Supervisory Committee of the Company expires. At the same time, the EGM shall be proposed to authorize the Supervisory Committee and the Supervisory Committee shall delegate the power to the executive management of the Company, to handle filings and other matters relating to the appointment of Supervisors of the Company in accordance with the requirements of the regulatory agencies and the registration competent authorities of the Company. In accordance with the provisions of the Articles of Association, employee representative Supervisors shall be elected by employee representative meetings or other forms of democratic elections, and their terms of office are the same as those of the Shareholder representative Supervisors.

Save as disclosed in Appendix III to this circular, Shareholder representative Supervisor candidates have confirmed that: (i) they does not hold directorship in other listed companies, nor any position in the Company or any of its subsidiaries for the last three years; (ii) they does not have any relationship with any Directors, Supervisors, senior management or substantial or controlling Shareholders of the Company; and (iii) they does not have any interest in the Shares of the Company within the meaning under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed herein, Shareholder representative Supervisor candidates have confirmed that there are no other matters related to their appointment that need to be brought to the attention of the Shareholders of the Company, and there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

The aforesaid resolution is hereby proposed at the EGM for approval. Upon approval of the appointment of Shareholder representative Supervisor candidates at the EGM, the Company will sign the appointment letters with the appointed Shareholder representative Supervisors. As Shareholder representative Supervisors of the Company, the remuneration of Mr. Zhou Xiaoyu will be determined in accordance with the Management Measures of Remuneration in the Headquarter of the Company (《公司總部薪酬管理辦法》) formulated by the Company and the remuneration evaluation system of the Company, including basic annual salary, performance-linked annual salary and insurance benefits. Other Shareholder representative Supervisors will not receive supervisor’s fee from the Company due to serving as a supervisor of the Company.

– 9 –

LETTER FROM THE BOARD

III. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no facts the omission of which would make any content or other matter contained in this circular misleading.

IV. EXTRAORDINARY GENERAL MEETING

The 2024 First Extraordinary General Meeting 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. The notice of the EGM is set out on pages 22 to 25 of this circular.

A form of proxy to be used at the EGM is enclosed. If you intend to appoint a proxy to attend the EGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form or any other authorization documents should be returned to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, which is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting if you so wish.

In order to determine the list of Shareholders who are entitled to attend the EGM, the Company will close the register of members of H Shares during the period from Thursday, April 25, 2023 to Tuesday, April 30, 2024 (both days inclusive), during which no registration of Shares will be made. H Shareholders who wish to attend the EGM are required to send all the transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited which is at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to register before 4:30 p.m. on Wednesday, April 24, 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.

– 10 –

LETTER FROM THE BOARD

V. VOTING BY POLL

In accordance with rule 13.39(4) of the Hong Kong Listing Rules, any vote made by the Shareholders at the EGM shall be conducted by way of poll 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 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.

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 the number of non-independent Directors, Independent Non-executive Directors and Shareholder representative Supervisors to be elected, respectively, and any Shareholder may allocate his/her votes equally or arbitrarily to non-independent Director, Independent Non-executive Director and Shareholder representative Supervisor candidates 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.

VI. 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 First Extraordinary General Meeting.

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

Beijing, the PRC April 11, 2024

– 11 –

BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX I

EXECUTIVE DIRECTORS CANDIDATES

Mr. WANG Changqing (王常青)

Mr. WANG Changqing, born in June 1963. He is the secretary of the Party Committee, an executive Director of the second session of the Board of Directors, Chairman of the Board, and the Chairman of the Executive Committee of the Company. Mr. WANG joined the Company in November 2005, and has been serving as an executive Director since February 2007, and Chairman of the Board and the Chairman of the Executive Committee since September 2011. Mr. WANG currently also serves as the vice chairman (part-time) of the Securities Association of China, the president of the Securities Association of Beijing and a member of the fifth session of board of directors of the SSE.

Mr. WANG served as the deputy plant manager of the Copper Powder Plant (銅粉分廠) in Beijing Smelting Factory (北京冶煉廠), the deputy director of production planning department in the Beijing Non-Ferrous Metal Industry Corporation (北京市有色金屬工業總公司), the director and deputy general manager of Beijing Kaibao Travel and Food Company (北京凱寶 旅遊食品公司), the head of the equity underwriting department of the Beijing representative office of Daiwa Securities Group Inc., the general manager of the Shanghai investment banking department, the deputy general manager of the investment banking headquarters, the administrative head and managing director of the investment banking business and vice chairman of the corporate finance committee in CITIC Securities Co., Ltd., and the deputy general manager, general manager and member of the Executive Committee of the Company.

Mr. WANG obtained a bachelor’s degree in Engineering from Northeastern Institute of Technology (currently known as Northeastern University) and a master’s degree in Economics from Renmin University of China.

Mr. ZOU Yingguang (鄒迎光)

Mr. ZOU Yingguang, born in December 1970. He is a member of the Party Committee, an executive Director of the second session of the Board of Directors and a member of the Executive Committee of the Company. Mr. ZOU joined the Company in October 2023, and has been serving as an executive Director and a member of the Executive Committee since November 2023.

Mr. ZOU previously served as a surgeon of Xuanwu Hospital of Capital Medical University, business manager of the Beijing securities business department of Hainan Huayin International Trust Investment Corporation, manager of the institutional client section of the business department at South Haidian Road and senior business director of the bond business department of Huaxia Securities, assistant to general manager of the bonds business department and the chief executive of the fixed income department of CSC, a member of the Executive Committee of CSC, the chief executive of the fixed income department of CITIC Securities and an executive member of the operation and management committee of CITIC Securities.

– 12 –

BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX I

Mr. ZOU obtained a bachelor’s degree with a major in Clinical Medicine from Capital Medical University, a master’s degree in Finance from Central University of Finance and Economics and an EMBA degree from China Europe International Business School.

NON-EXECUTIVE DIRECTORS CANDIDATES

Mr. LI Min (李岷)

Mr. LI Min, born in September 1976. He is the non-executive Director of the second session of the Board of Directors and the Vice Chairman of the Board of the Company. Mr. LI has been serving as a Director of the Company since May 2023, and the Vice Chairman of the Board of the Company since June 2023, and currently serves as the deputy general manager of Beijing Financial Holdings Group Limited as well as the chairman of the board of directors of Beijing Finance Big Data Co., Ltd. (北京金融大數據有限公司), the chairman of the board of directors of Beijing Municipal Administration & Communication Card Co., Ltd. and a director of Beijing International Data Exchange Co., Ltd. (北京國際大數據交易有限公司).

Mr. LI served as the deputy director of the sales management division of wealth management products in the personal finance business department, and the deputy general manager of the expert team division in the private banking department at Industrial and Commercial Bank of China Limited, the deputy general manager of the personal business department, the deputy general manager of the asset management department (presiding over the work), the general manager of the asset management department and the deputy president of Hua Xia Bank Co., Limited, and the head of the preparatory group and the chairman of the board of directors at Hua Xia Wealth Management Co., Ltd.

Mr. LI obtained a bachelor’s degree in International Finance from Shanxi University of Finance and Economics and a master’s degree in Agricultural Economic Management from China Agricultural University, and was qualified as an economist.

Mr. WU Ruilin (武瑞林)

Mr. WU Ruilin, born in September 1964. He is the non-executive Director of the second session of the Board of Directors and the Vice Chairman of the Board of the Company. Mr. WU has been serving as a non-executive Director and the Vice Chairman of the Board of the Company since April 2023, and currently serves the external director of Central Huijin Investment Ltd.

Mr. WU served as the deputy chief of the price survey and statistics section of the survey and information division, the deputy chief of the financial institution management section of the Foreign Investment Management Office, the deputy director of the Foreign Investment Management Office, the deputy director of the Foreign Exchange Management Division (presiding over the work), and the deputy director of the Foreign Exchange Adjustment Center (presiding over the work) of Beijing Branch of the People’s Bank of China, the deputy director

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BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX I

of the General Affairs Department of the Information Center and the director of Planning Bureau of the State Administration of Foreign Exchange, the deputy director of the Human Resources Department (Internal Audit Department) of the State Administration of Foreign Exchange, the full-time deputy secretary of the Party Committee, and the secretary of the discipline inspection commission of the State Administration of Foreign Exchange of the Communist Party of China, the deputy director of Supervision and Inspection Department, and the deputy chief and second-level inspector of the Current Account Management Department of the State Administration of Foreign Exchange, and a director of China Jianyin Investment Limited.

Mr. WU obtained a postgraduate diploma with a major in economic management from the Party School of the Central Committee of C.P.C., and was qualified as an economist.

Mr. YAN Xiaolei (閆小雷)

Mr. YAN Xiaolei, born in July 1975. He is a non-executive Director of the second session of the Board of Directors of the Company. Mr. YAN has been serving as a Director of the Company since May 2023, and currently serves as the chief financial officer and chief investment officer of Beijing Financial Holdings Group Limited, and chairman of the board of directors of Shengxin Futures Co., Ltd.

Mr. YAN served as the secretary of the board of directors at BAIC Motor Corporation Limited, the director of securities and finance at Beijing Automotive Group Co., Ltd., a director of BAIC Motor Corporation Limited (a company listed on the Hong Kong Stock Exchange), a director of BAIC BluePark New Energy Technology Co., Ltd. (北汽藍谷新能源科技股份有限 公司) (a company listed on the SSE), a director of Bohai Automotive Systems Co., Ltd. (渤海 汽車系統股份有限公司) (a company listed on the SSE), chairman of the board of directors of Jingquan Private Equity Fund Management (Beijing) Co., Ltd. (璟泉私募基金管理(北京)有限 公司) and a director of Beijing Jinkong Capital Co., Ltd. (北京金控資本有限公司).

Mr. YAN obtained a doctor’s degree in Management Science majoring in Accounting from the Research Institute for Fiscal Science of the Ministry of Finance (currently known as Chinese Academy of Fiscal Sciences), had the title of senior economist, and was qualified as a Chinese certified public accountant and a chartered financial analyst (CFA).

Mr. LIU Yanming (劉延明)

Mr. LIU Yanming, born in September 1978, currently acts as the deputy general manager (presiding over the work) of the capital operation department of Beijing Financial Holdings Group Limited (北京金融控股集團有限公司).

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BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX I

Mr. LIU served as the cadres of the bond trading management department and the credit policy management department, and the director of the credit policy management department of the Financial Market Office of the People’s Bank of China, the assistant to the general manager of the investment banking department and the deputy general manager of the investment banking department of Beijing Rural Commercial Bank Co., Ltd. (北京農村商業銀行股份有限公司), the deputy general manager of Beijing Small and Micro Businesses Financial Comprehensive Services Co., Ltd. (北京小微企業金融綜合服務有限公司), and the deputy general manager of Beijing Finance Big Data Co., Ltd. (北京金融大數據有限公司).

Mr. LIU obtained a bachelor’s degree with major in business administration and a master’s degree with major in technological economy and management from Jilin University, and was qualified as an economist.

Mr. YANG Dong (楊棟)

Mr. YANG Dong (楊棟), born in July 1976. He is a non-executive Director of the second session of the Board of Directors of the Company. Mr. YANG has been serving as a Director of the Company since October 2021, and currently serves as the external director of Central Huijin Investment Ltd.

Mr. YANG worked at Tianjin Branch of the People’s Bank of China, Finance Research Institute of the People’s Bank of China and other institutions, and successively served as the senior deputy manager of Banking Department, the director of ICBC Equity Management Office of Banking Institution Management Department I, and the director, senior manager and other positions of ICBC Equity Management Office of Equity Management Department I of Central Huijin Investment Ltd.

Mr. YANG obtained a doctor’s degree in Economics from Renmin University of China, and had the title of senior economist.

Ms. WANG Hua (王華)

Ms. WANG Hua, born in August 1976. She is a non-executive Director of the second session of the Board of Directors of the Company. Ms. WANG has been serving as a Director of the Company since June 2021, and currently serves as the deputy general manager of the Finance Department, the deputy general manager of the Human Resources Department and the deputy director of the Party Committee Organization Department of CITIC Group Corporation, and a director of CITIC Urban Development & Operation Co., Ltd.

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APPENDIX I BIOGRAPHICAL DETAILS OF NON-INDEPENDENT DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

Ms. WANG served as the director of the Tax Division of the Finance Department, the assistant to the general manager of the Finance Department and the director of the Tax Division, the deputy general manager of the Finance Department and the director of the Tax Division of CITIC Group Corporation, a director of CITIC Heavy Industries Co., Ltd. (a company listed on the SSE), a director of Zhonghai Trust Co., Ltd., and a director of China Agriculture Industry Development Fund Co., Ltd.

Ms. WANG obtained a bachelor’s degree and a master’s degree in Accounting from Dongbei University of Finance & Economics.

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BIOGRAPHICAL DETAILS OF INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX II

Mr. PO Wai Kwong (浦偉光)

Mr. PO Wai Kwong, born in January 1957. He is an independent non-executive Director of the second session of the Board of Directors of the Company. Mr. PO has been serving as an independent Director of the Company since May 2021, an independent director of Everbright Securities Company Limited (a company listed on the SSE and the Hong Kong Stock Exchange) since December 2020, and an independent director of Citibank (Hong Kong) Limited since July 2021, and currently also serves as a member of the Hang Seng Index Advisory Committee in Hong Kong.

Mr. PO served as the senior director of the Securities and Futures Commission (證券及期貨事 務監察委員會) of Hong Kong, the executive director of the Insurance Authority (保險業監管 局) of Hong Kong and a member of International Advisory Council of the CSRC.

Mr. PO obtained a bachelor’s degree and a master’s degree in Business Administration from the Chinese University of Hong Kong (香港中文大學), and was also an accountant.

Mr. LAI Guanrong (賴觀榮)

Mr. LAI Guanrong, born in December 1962. He is an independent non-executive Director of the second session of the Board of Directors of the Company. Mr. LAI has been serving as an independent Director of the Company since May 2021. In addition, Mr. LAI has also been serving as an independent director of Chinasoft International Limited (a company listed on the Hong Kong Stock Exchange), an independent director of Dongxing Securities Co., Ltd. (a company listed on the SSE), and an independent director of New China Life Insurance Company Ltd. (a company listed on the SSE).

Mr. LAI served as the deputy general manager (presiding over the work) of Min Fa Security Limited Company (閩發證券有限責任公司), the deputy chief officer of the office of Fujian Branch of People’s Bank of China (中國人民銀行福建省分行), the general manager of Fujian Minnan Qiaoxiang Trust and Investment Company (福建省閩南僑鄉信託投資公司), the president of Huafu Securities Co., Ltd. (華福證券有限責任公司), the secretary of the Party Committee and president of Jiahe Life Insurance Co., Ltd. (嘉禾人壽保險股份有限公司), the vice chairman of ABC Life Insurance Co., Ltd. (農銀人壽保險股份有限公司), the chairman of the supervisory committee of Beijing Zhongguancun Science City Construction Holding Co., Ltd. (北京中關村科學城建設股份有限公司), the chief economist and member of the investment committee of Shenzhen CMAF Investment Management Co., Ltd. (深圳市遠致富 海投資管理有限公司), an independent director of Xin Yuan Enterprises Group Limited (信源 企業集團有限公司) (a company listed on the Hong Kong Stock Exchange), and a director of China Sciences Industrial Group Holdings Co., Ltd. (中科實業集團(控股)有限公司).

Mr. LAI obtained a bachelor’s degree in Economics from Xiamen University, a master’s degree in Monetary Banking from the Graduate School of the People’s Bank of China, and a doctor’s degree in Economics from Xiamen University.

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BIOGRAPHICAL DETAILS OF INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

APPENDIX II

Mr. ZHANG Zheng (張崢)

Mr. ZHANG Zheng, born in August 1972. He is an independent non-executive Director of the second session of the Board of Directors of the Company. Mr. ZHANG has been serving as an independent Director of the Company since September 2022, and currently serves as a professor and deputy dean of Guanghua School of Management of Peking University, and an independent director of CCB Trust Co., Ltd. and an independent director of Harbin Bank Co., Ltd. (a company listed on the Hong Kong Stock Exchange). Mr. ZHANG currently also serves as the director of the National Centre for Financial Research at Peking University.

Mr. ZHANG served as an external supervisor of China Cinda Asset Management Co., Ltd. (a company listed on the Hong Kong Stock Exchange).

Mr. ZHANG obtained a bachelor’s degree and a master’s degree with a major in Applied Mathematics from Nankai University, and a doctor’s degree in Finance from Peking University.

Mr. WU Xi (吳溪)

Mr. WU Xi, born in November 1977. He is an independent non-executive Director of the second session of the Board of Directors of the Company. Mr. WU has been serving as an independent Director of the Company since September 2022, and currently serves as a professor and dean of the School of Accountancy of Central University of Finance and Economics, as well as an independent director of Dajia Insurance Group Co., Ltd. and an external supervisor of Trust Mutual Life Insurance Company. Mr. WU currently also serves as a member of the Industrial Talent Working Committee of the Chinese Institute of Certified Public Accountants (中國註冊會計師協會行業人才工作委員會), and an executive director of the Council of the China Audit Society.

Mr. WU served as the assistant dean and deputy dean of the School of Accountancy of Central University of Finance and Economics. Mr. WU served as an independent director of China Publishing & Media Co., Ltd. (a company listed on the SSE) and an independent director of Henan Zhongfu Industrial Co., Ltd. (a company listed on the SSE).

Mr. WU obtained a bachelor’s degree with a major in Accounting from Zhejiang Institute of Finance and Economics (currently known as Zhejiang University of Finance & Economics), and a master’s degree and a doctor’s degree with a major in Accounting from Central University of Finance and Economics.

Mr. ZHENG Wei (鄭偉)

Mr. ZHENG Wei, born in March 1974. He is an independent non-executive Director of the second session of the Board of Directors of the Company. Mr. ZHENG has been serving as an independent Director of the Company since October 2023, and currently serves as a professor and director of department of risk management and insurance of School of Economics of

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APPENDIX II BIOGRAPHICAL DETAILS OF INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATES OF THE THIRD SESSION OF THE BOARD

Peking University, director of the China Center for Insurance and Social Security Research, Peking University, and concurrently serves as an independent director of Schroder Fund Management (China) Company Limited and an external supervisor of PICC Reinsurance Co., Ltd.

Mr. ZHENG served as an assistant director and associate director of department of risk management and insurance of School of Economics of Peking University, an independent director of New China Life Insurance Company Ltd. and an external supervisor of China CITIC Bank Corporation Limited.

Mr. ZHENG obtained a bachelor’s degree, a master’s degree and a doctor’s degree in Economics from the School of Economics of Peking University.

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BIOGRAPHICAL DETAILS OF SHAREHOLDER REPRESENTATIVE SUPERVISOR CANDIDATES OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX III

Mr. ZHOU Xiaoyu (周笑予)

Mr. ZHOU Xiaoyu, born in June 1964. He is the deputy secretary of the Party Committee and the Chairman of the second session of the Supervisory Committee of the Company. Mr. ZHOU joined the Company in November 2005, and has been serving as the Chairman of Supervisory Committee since August 2021, and the chairman of supervisory committee of China Futures. Mr. ZHOU currently also serves as a member of self-discipline committee of the Securities Association of China.

Mr. ZHOU served as an engineer in former Guangzhou Design Institute of Ministry of Light Industry, the executive deputy general manager in Shenzhen Branch, the general manager of the Dalian business department, the general manager of Shenyang Branch and the general manager of the brokerage business management headquarters of Huaxia Securities Co., Ltd., and the general manager of the Brokerage Business Management Department, the administrative head of the Treasury Operation Department, the administrative head of the Margin Financing and Securities Lending Business Department, the director of Party Committee Office, the administrative head of the Human Resources Department and a member of the Executive Committee of the Company.

Mr. ZHOU obtained a bachelor’s degree in Engineering from Tianjin Institute of Light Industry and a master’s degree in Engineering from South China University of Technology.

Mr. DONG Hongfu (董洪福)

Mr. DONG Hongfu (董洪福), born in October 1968. He is a Supervisor of the second session of the Supervisory Committee of the Company. Mr. DONG has been serving as a Supervisor of the Company since May 2023, and currently serves as the general manager of the risk management department of Beijing Financial Holdings Group Limited.

Mr. DONG served as the deputy head of the human resources department at Beijing Capital International Airport Sub-branch of Beijing Branch of Bank of China, the manager of the audit department at Beijing Jing Hua Certified Public Accountants (北京京華會計師事務所), the cadre of the joint-stock commercial bank supervision division in the business management department at the People’s Bank of China, the cadre and head of the foreign exchange inspection division in the Beijing foreign exchange management department at the State Administration of Foreign Exchange, the vice president of the Chuxiong Yi Autonomous Prefecture Central Sub-branch of the People’s Bank of China, and the deputy head of the investigation and statistics division, the head of the financial stability division and the head of the legal affair division (financial consumers’ rights and interests protection division) in the business management department at the People’s Bank of China.

Mr. DONG obtained a doctor’s degree with a major in Finance from Graduate School of Chinese Academy of Social Sciences, and was qualified as a senior economist.

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BIOGRAPHICAL DETAILS OF SHAREHOLDER REPRESENTATIVE SUPERVISOR CANDIDATES OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE

APPENDIX III

Mr. LI Fang (李放)

Mr. LI Fang, born in August 1983, currently acts as the deputy general manager of the investment and merger department of Beijing Financial Holdings Group Limited (北京金融控 股集團有限公司).

Mr. LI served as a senior auditor of the auditing department of PricewaterhouseCoopers Zhong Tian (普華永道中天會計師事務所), the manager of the strategy and transaction consultancy department of Ernst & Young (China) Advisory Limited, the manager of the trading and consultation department of PricewaterhouseCoopers Limited, the dispatched chief financial officer of Anbang life insurance Co., Ltd. (安邦人壽保險股份有限公司), the investment director of the merger and investment department of Wanda Jinsu Investment and Management Limited (萬達金粟投資管理有限公司) and the assistant to general manager of the investment and merger department of Beijing Financial Holdings Group Limited (北京金融控股集團有限 公司).

Mr. LI obtained a bachelor’s degree with a major in Marketing from Beijing Technology and Business University and a master’s degree with a major in Enterprise Management from the University of International Business and Economics.

Mr. WANG Xiaoguang (王曉光)

Mr. WANG Xiaoguang, born in March 1977. He is a Supervisor of the second session of the Supervisory Committee of the Company. Mr. WANG has been serving as a Supervisor of the Company since June 2022, and currently serves as a director dispatched to China Jianyin Investment Limited by China Investment Corporation, a director of JIC Trust Co., Ltd. (中建 投信託股份有限公司) and a director of Jiantou Holdings Co., Ltd. (建投控股有限責任公司).

Mr. WANG served as the director of the development statistics and audit bureau of the National Audit Office, and the head of the audit team of the office of the supervisory committee/the companies directly managed by internal audit department, the head of the audit team of the companies directly managed by the audit department and the head of the third team of the audit department of China Investment Corporation.

Mr. WANG obtained a bachelor’s degree with a major in Accounting from Shanxi University, and was qualified as a senior auditor.

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NOTICE OF THE 2024 FIRST 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 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:

2. 1.1 election of Mr. WANG Changqing as an Executive Director of the third session of the Board of the Company;

3. 1.2 election of Mr. ZOU Yingguang as an Executive Director of the third session of the Board of the Company;

4. 1.3 election of Mr. LI Min as a Non-executive Director of the third session of the Board of the Company;

5. 1.4 election of Mr. WU Ruilin as a Non-executive Director of the third session of the Board of the Company;

6. 1.5 election of Mr. YAN Xiaolei as a Non-executive Director of the third session of the Board of the Company;

7. 1.6 election of Mr. LIU Yanming as a Non-executive Director of the third session of the Board of the Company;

8. 1.7 election of Mr. YANG Dong as a Non-executive Director of the third session of the Board of the Company;

9. 1.8 election of Ms. WANG Hua as a Non-executive Director of the third session of the Board of the Company.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

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

2. 2.1 election of Mr. PO Wai Kwong as an Independent Non-executive Director of the third session of the Board of the Company;

3. 2.2 election of Mr. LAI Guanrong as an Independent Non-executive Director of the third session of the Board of the Company;

4. 2.3 election of Mr. ZHANG Zheng as an Independent Non-executive Director of the third session of the Board of the Company;

5. 2.4 election of Mr. WU Xi as an Independent Non-executive Director of the third session of the Board of the Company;

6. 2.5 election of Mr. ZHENG Wei as an Independent Non-executive Director of the third session of the Board of the Company.

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

8. 3.1 election of Mr. ZHOU Xiaoyu as a Supervisor of the third session of the Supervisory Committee of the Company;

9. 3.2 election of Mr. DONG Hongfu as a Supervisor of the third session of the Supervisory Committee of the Company;

10. 3.3 election of Mr. LI Fang as a Supervisor of the third session of the Supervisory Committee of the Company;

11. 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.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

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

For the purpose of determining the list of Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from 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.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

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).

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