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CSC Financial Co., Ltd. Proxy Solicitation & Information Statement 2025

May 29, 2025

50957_rns_2025-05-29_214f4e5b-b16c-4546-acd2-545de814efa2.pdf

Proxy Solicitation & Information Statement

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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.

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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 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting (the "AGM") of CSC Financial Co., Ltd. (the "Company") will be held at 2:30 p.m. on Friday, June 27, 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 May 29, 2025. Please refer to the circular for details of the resolutions.

AS ORDINARY RESOLUTIONS

  1. To consider and approve the 2024 Work Report of the Board of Directors of the Company.
  2. To consider and approve the 2024 Work Report of the Supervisory Committee of the Company.
  3. To consider and approve the 2024 Final Financial Accounts Plan of the Company.
  4. To consider and approve the Profit Distribution Plan of the Company in 2024.
  5. To consider and approve the 2024 annual report of the Company.
  6. To consider and approve the 2024 work reports of Independent Non-executive Directors of the Company.
  7. To consider and approve the cap on investment amount for proprietary business of the Company in 2025.
  8. To consider and approve the expected daily related party transactions/continuing connected transactions of the Company in 2025.
    8.01 To consider and approve the expected daily related party transactions/continuing connected transactions of the Company with Beijing Financial Holdings Group Limited and its acting-in-concert persons/subsidiaries in 2025;

8.02 To consider and approve the expected daily related party transactions of the Company with Beijing Jincai Fund Management Co., Ltd. (北京金财基金管理有限公司) in 2025;

8.03 To consider and approve the expected daily related party transactions of the Company with China Jianyin Investment Limited in 2025;

8.04 To consider and approve the expected daily related party transactions of the Company with JIC Trust Co., Ltd. in 2025;

8.05 To consider and approve the expected daily related party transactions of the Company with Jiantou Holding Co., Ltd. (建投控股有限责任公司) in 2025;

8.06 To consider and approve the expected daily related party transactions of the Company with CITIC Urban Development & Operation Co., Ltd. in 2025;

8.07 To consider and approve the expected daily related party transactions of the Company with China CITIC Bank Corporation Limited in 2025;

8.08 To consider and approve the expected daily related party transactions of the Company with China CITIC Bank International Limited in 2025.

  1. To consider and approve the reappointment of 2025 accounting firms of the Company.

The above resolutions and reports were considered and approved by the Board/Supervisory Committee on March 27, 2025 and April 29, 2025. It is now submitted to Shareholders for consideration and approval at the AGM.

By order of the Board

CSC Financial Co., Ltd.

Liu Cheng

Chairman

Beijing, the PRC

May 29, 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.


Notes:

  1. 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 AGM, the register of members of the Company will be closed from Tuesday, June 24, 2025 to Friday, June 27, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the AGM, 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, June 23, 2025 to complete registration. Holders of H Shares who are registered with Computershare Hong Kong Investor Services Limited or the Board Office of the Company (if applicable) at the close of business on the aforementioned date are entitled to attend the AGM.

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 AGM in respect of such Shares.

  1. 2024 CASH DIVIDEND

The Board recommended the distribution of cash dividend for the year ended December 31, 2024 of RMB1.65 per ten Shares (tax inclusive) (“2024 Cash Dividend”) and, if such dividend is declared by the Shareholders through an ordinary resolution, it is expected to be paid on or around Thursday, August 21, 2025 to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, July 10, 2025. In order to be entitled to the receipt of cash dividend to be distributed which will be approved in the AGM, the register of members of the Company will be closed from Saturday, July 5, 2025 to Thursday, July 10, 2025 (both days inclusive), during which period no transfer of Shares will be registered. The H Shareholders should ensure that all transfer documents together with relevant share certificates, are lodged with the Company's Hong Kong Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, July 4, 2025.

  1. PROXY

(1) Any Shareholder entitled to attend and vote at the AGM 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/her attorney duly authorized in writing.

If the appointor is a legal entity, either under seal or signed by its 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), not later than 24 hours before the time fixed for the AGM (i.e. 2:30 p.m. on Thursday, June 26, 2025) or 24 hours before the time of any adjournment thereof. The proxy form for the AGM is enclosed herewith.

Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the AGM or at any adjourned meeting if they so wish.

  1. REGISTRATION PROCEDURES FOR ATTENDING THE AGM

Shareholder or his/her proxy shall produce proof of identity (original) when attending the AGM:

(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.

(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.


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5. 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 resolutions to be proposed at the AGM 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 AGM.

6. MISCELLANEOUS

(1) The duration of the AGM is expected not to exceed half a day. Shareholders who attend the AGM 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 AGM 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).