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CSC Financial Co., Ltd. Proxy Solicitation & Information Statement 2025
50957_rns_2025-08-12_54f5b9d8-8c6c-4a0a-b969-7d96a846ec81.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.
中信建投証券股份有限公司
CSC FINANCIAL CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6066)
ELECTION OF NON-EXECUTIVE DIRECTORS OF THE COMPANY AND
NOTICE OF THE 2025 THIRD EXTRAORDINARY
GENERAL MEETING
A letter from the Board is set out on pages 3 to 8 of this circular. Please refer to pages 9 to 11 of this circular for the notice convening the EGM.
Please complete and return the form of proxy in accordance with the instructions printed thereon, if the Shareholders are to appoint a proxy to attend the EGM.
For H Shareholders, the form of proxy and any authorization documents should be returned to Computershare Hong Kong Investor Services Limited (whose address is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong) as soon as possible, but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. before 2:30 p.m. on Thursday, August 28, 2025). 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.
August 12, 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
- INTRODUCTION 3
- BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING 4
- RESPONSIBILITY STATEMENT 7
- EXTRAORDINARY GENERAL MEETING 7
- VOTING BY POLL 8
- RECOMMENDATION 8
NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING 9
Note: In the event of any discrepancy between the Chinese and English versions of this circular, the Chinese version shall prevail.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“A Share(s)” the ordinary shares in the issued share capital of the Company with a nominal value of RMB1.00 each, which have been listed on the Shanghai Stock Exchange
“Articles of Association” the articles of association of the Company, as amended from time to time
“Board” or “Board of Directors” the board of Directors of the Company
“Board Meetings” the board meetings of the Company convened on Friday, June 20 and Wednesday, July 30, 2025, respectively
“Company” CSC Financial Co., Ltd. (中信建投证券股份有限公司), a joint stock company incorporated in the People’s Republic of China with limited liability, the H Shares of which have been listed and traded on the main board of the Hong Kong Stock Exchange (stock code: 6066) and the A Shares of which have been listed and traded on the Shanghai Stock Exchange (stock code: 601066)
“Director(s)” the director(s) of the Company
“EGM” or “2025 Third Extraordinary General Meeting” the 2025 third extraordinary general meeting or any adjournment thereof of the Company to be held at 2:30 p.m. on Friday, August 29, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, PRC
“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
“H Shareholders” holders of H Shares
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| DEFINITIONS | |
|---|---|
| “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) |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Independent Non-executive Director(s)” | independent non-executive Director(s) of the 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 |
LETTER FROM THE BOARD
中信建投证券股份有限公司
CSC FINANCIAL CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6066)
Mr. Liu Cheng (Chairman, Executive Director)
Mr. Li Min (Vice Chairman, Non-executive Director)
Mr. Jin Jianhua (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
To the Shareholders:
Dear Sir or Madam,
ELECTION OF NON-EXECUTIVE DIRECTORS OF THE COMPANY
AND
NOTICE OF THE 2025 THIRD EXTRAORDINARY
GENERAL MEETING
1. INTRODUCTION
References are made to the announcement of the Company dated June 20, 2025 in relation to the resignation of Non-executive Director, the nomination of Non-executive Director, and the appointment of Member of Special Committee of the Board, the announcement dated July 30, 2025 in relation to the nomination of Non-executive Director, the election of vice chairman of the Board and the adjustment to members of special committees of the Board, and the overseas regulatory announcements dated June 20 and July 30, 2025 in relation to the resolutions of the Board Meetings. On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Friday, August 29, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC.
LETTER FROM THE BOARD
2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING
Resolutions will be proposed at the EGM to approve the resolutions on election of Non-executive Directors of the Company.
The above resolutions are subject to approval by the Shareholders at the EGM by way of ordinary resolutions (cumulative voting). Pursuant to 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. In the event of the cumulative voting system being 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. As such, the resolutions set out in the notice of the EGM will be voted on under the cumulative voting system.
The purpose of this circular is to provide you with the information on the resolutions above to enable you to vote for or against the proposed resolutions at the EGM under fully informed condition.
Resolutions on Election of Non-executive Directors of the Company
In accordance with relevant laws and regulations such as the Company Law of the People's Republic of China and the relevant provisions of the Articles of Association, as nominated by eligible Shareholders, the Board agreed to propose the nomination of Mr. Zhu Yong ("Mr. Zhu") and Mr. Wang Guanglong ("Mr. Wang") as Non-executive Director candidates of the third session of the Board of the Company at the EGM.
Mr. Zhu, as nominated by Central Huijin Investment Ltd. (a Shareholder), complies with the laws, regulations and the requirements of the stock exchange listing rules for the appointment of director of listed securities companies in the place of the stock exchanges where the Company's Shares are listed. Mr. Zhu has no affiliated relationship with the substantial Shareholders of the Company other than those stated in his biography. Mr. Zhu does not hold any Shares of the Company, and has not been subject to any punishment by securities regulatory authorities, governmental authorities and stock exchanges. Mr. Zhu will officially assume office from the date the resolution on his appointment is considered and approved at the EGM, with a term of office ending when the term of the third session of the Board of the Company expires.
LETTER FROM THE BOARD
Mr. Wang, as nominated by Beijing Financial Holdings Group Limited (a Shareholder), complies with the laws, regulations and the requirements of the stock exchange listing rules for the appointment of director of listed securities companies in the place of the stock exchanges where the Company's Shares are listed. Mr. Wang has no affiliated relationship with the substantial Shareholders of the Company other than those stated in his biography. Mr. Wang does not hold any Shares of the Company, and has not been subject to any punishment by securities regulatory authorities, governmental authorities and stock exchanges. Mr. Wang will officially assume office from the date the resolution on his appointment is considered and approved at the EGM, with a term of office ending when the term of the third session of the Board of the Company expires.
Given the aforementioned situation, the following matters are hereby proposed at the EGM for consideration:
- Election of Mr. Zhu as a Non-executive Director of the third session of the Board of the Company;
- Election of Mr. Wang as a Non-executive Director of the third session of the Board of the Company.
At the same time, the Board proposes the EGM to authorize the Board and the Board to delegate the authorization to the Company's management to be responsible for the handling of filings and other matters relating to the appointment of Mr. Zhu and Mr. Wang as Directors of the Company.
The resolutions have been considered and approved by the Board and are hereby proposed at the EGM for consideration.
Biographical details of Mr. Zhu are as follows:
Mr. Zhu Yong, born in June 1969, is currently serving as a dispatched director of Central Huijin Investment Ltd., and serves as a director of China Export & Credit Insurance Corporation.
Mr. Zhu worked for the department of monetary audit of the National Audit Office as the deputy divisional director, the general manager of the legal and audit department, the general manager of the human resources department and the director of organization department of the party committee of Tianjin Binhai Rural Commercial Bank, the divisional director of the supervision and audit department of China Export & Credit Insurance Corporation, the senior deputy manager, senior manager of the office of the board of supervisors/internal audit department and the leader of the working group of the board of supervisors of China Investment Corporation, and a supervisor dispatched to China Reinsurance (Group) Corporation (a company listed on the Hong Kong Stock Exchange) and a director dispatched to Hengfeng Bank Co., Ltd. by Central Huijin Investment Ltd.
Mr. Zhu obtained his doctorate degree in economics from Peking University and is qualified as a senior auditor.
LETTER FROM THE BOARD
Biographical details of Mr. Wang are as follows:
Mr. Wang Guanglong, born in August 1984, is currently the general manager of the finance and investment department of Beijing Financial Holdings Group Limited (北京金融控股集團有限公司), and concurrently serves as the executive director and general manager of Beijing Wealth Management Co., Ltd. and a director of Beijing Jinkong Capital Co., Ltd. (北京金控資本有限公司).
Mr. Wang previously served as deputy division director at the international research division of the Policy Research Bureau of the China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會政策研究局國際研究處), deputy director (temporary post) of the Macroprudential Policy Bureau of the People's Bank of China, deputy general manager of the strategic innovation department, and general manager of the investment and M&A department of Beijing Financial Holdings Group Limited (北京金融控股集團有限公司).
Mr. Wang holds both a Bachelor's degree and a Doctorate in Economics from Tsinghua University.
Other Information
Save as disclosed above, each of Mr. Zhu and Mr. Wang has confirmed that: (i) he held no directorships in other listed companies in the last three years, nor did he hold any positions within the Company or any of the subsidiaries thereof; (ii) he does not have any relationship with any Directors, supervisors, senior management or substantial or controlling Shareholders of the Company; and (iii) he 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 above, each of Mr. Zhu and Mr. Wang has confirmed that there are no other matters related to his 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 resolutions were approved by the Directors at the Board Meetings. The aforesaid resolutions are hereby proposed at the EGM for approval. Upon approval of the appointment of Mr. Zhu and Mr. Wang become effective at the EGM, the Company will sign appointment letters with Mr. Zhu and Mr. Wang, respectively. As the Non-executive Directors of the Company, Mr. Zhu and Mr. Wang will not be entitled to receive any director's fees to be paid by the Company.
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LETTER FROM THE BOARD
If appointed as a Non-executive Director of the third session of the Board of the Company, Mr. Zhu will serve as the vice chairman of the third session of the Board of the Company, and become a member of the Development Strategy Committee and a member of the Audit Committee of the Board of the Company, with effect from the date on which Mr. Zhu’s appointment as a Non-executive Director of the Company takes effect, with a term of office ending when the term of the third session of the Board of the Company expires; Mr. Wang will become a member of the Development Strategy Committee of the Board of the Company, with effect from the date on which Mr. Wang’s appointment as a Non-executive Director of the Company takes effect, with a term of office ending when the term of the third session of the Board of the Company expires.
3. 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.
4. EXTRAORDINARY GENERAL MEETING
The 2025 Third Extraordinary General Meeting will be held at 2:30 p.m. on Friday, August 29, 2025 at the Conference Room, 13/F, Taikang Group Tower, Building 1, Courtyard 16, Jinghui Street, Chaoyang District, Beijing, the PRC. The notice of the EGM is set out on pages 9 to 11 of this circular.
A form of proxy to be used at the EGM is enclosed. If you intend to appoint a proxy to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy 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 form of proxy 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 Tuesday, August 26, 2025 to Friday, August 29, 2025 (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
LETTER FROM THE BOARD
4:30 p.m. on Monday, August 25, 2025. 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.
5. 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 a vote by hand to vote solely on a resolution 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-executive Directors 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 Directors to be elected, and Shareholders may allocate his/her votes equally or arbitrarily to candidates to the extent of the number of Directors 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. RECOMMENDATION
The Directors consider that the resolutions proposed above is in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be submitted at the 2025 Third Extraordinary General Meeting.
By order of the Board
CSC Financial Co., Ltd.
Liu Cheng
Chairman
Beijing, the PRC
August 12, 2025
NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING
中信建投证券股份有限公司
CSC FINANCIAL CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6066)
NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 Third Extraordinary General Meeting (the "EGM") of CSC Financial Co., Ltd. (the "Company") will be held at 2:30 p.m. on Friday, August 29, 2025 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 meaning as those defined in the circular of the Company dated August 12, 2025. Please refer to the circular for details of the resolutions.
AS ORDINARY RESOLUTIONS
To consider and approve by cumulative voting system (Note 5):
- The resolutions on election of Non-executive Directors of the Company
1.01 Election of Mr. Zhu Yong as a Non-executive Director of the Company
1.02 Election of Mr. Wang Guanglong as a Non-executive Director of the Company
By order of the Board
CSC Financial Co., Ltd.
Liu Cheng
Chairman
Beijing, the PRC
August 12, 2025
As at the date of this notice, the Executive Directors of the Company are Mr. LIU Cheng and Mr. JIN Jianhua; the Non-executive Directors of the Company are Mr. LI Min, Mr. YAN Xiaolei, Mr. LIU Yanming, Mr. YANG Dong, Ms. HUA Shurui and Ms. WANG Hua; and the Independent Non-executive Directors of the Company are Mr. PO Wai Kwong, Mr. LAI Guanrong, Mr. ZHANG Zheng, Mr. WU Xi and Mr. ZHENG Wei.
NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING
Notes:
- ELIGIBILITY FOR ATTENDING THE SHAREHOLDERS' GENERAL MEETING 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 Tuesday, August 26, 2025 to Friday, August 29, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the EGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Monday, August 25, 2025 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.
- 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 form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), not later than 24 hours before the time fixed for the EGM (i.e. before 2:30 p.m. on Thursday, August 28, 2025) or 24 hours before the time of any adjournment thereof. The form of proxy for the EGM is enclosed herewith.
Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or at any adjourned meeting if they so wish.
- 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.
(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.
- VOTING BY POLL
According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions 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.
NOTICE OF THE 2025 THIRD EXTRAORDINARY GENERAL MEETING
5. CUMULATIVE VOTING SYSTEM
The Company adopts the cumulative voting system to elect the Non-executive Directors 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 Directors to be elected, and Shareholders may allocate his/her votes equally or arbitrarily to candidates to the extent of the number of Directors 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 form of proxy)
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 website of the Shanghai Stock Exchange (www.sse.com.cn).