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CSC Financial Co., Ltd. Proxy Solicitation & Information Statement 2025
50957_rns_2025-02-24_6eadeed9-af70-4c3f-8899-1c8e4eb3a062.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 MR. LIU CHENG AS
EXECUTIVE DIRECTOR OF THE COMPANY
AND
NOTICE OF THE 2025 SECOND EXTRAORDINARY
GENERAL MEETING
A letter from the Board is set out on pages 3 to 7 of this circular. Please refer to pages 8 to 10 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 Wednesday, March 12, 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.
February 24, 2025
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD 3
- INTRODUCTION 3
- BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING 4
- RESPONSIBILITY STATEMENT 6
- EXTRAORDINARY GENERAL MEETING 6
- VOTING BY POLL 7
- RECOMMENDATION 7
NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING. 8
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 Meeting” the board meeting of the Company convened on Thursday, February 20, 2025
“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 Second Extraordinary General Meeting” the 2025 second extraordinary general meeting or any adjournment thereof of the Company to be held at 2:30 p.m. on Thursday, March 13, 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. Wang Changqing (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 MR. LIU CHENG AS
EXECUTIVE DIRECTOR OF THE COMPANY
AND
NOTICE OF THE 2025 SECOND EXTRAORDINARY
GENERAL MEETING
1. INTRODUCTION
References are made to the announcement of the Company dated February 20, 2025 in relation to the resignation of Executive Director and Chairman, the nomination of Executive Director, the appointment of Members to the Special Committees of the Board, and the change of Authorized Representative, and the overseas regulatory announcement dated February 20, 2025 in relation to the resolution of the Board meeting. On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Thursday, March 13, 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
A resolution will be proposed at the EGM to approve the resolution on election of Mr. Liu Cheng as an Executive Director of the Company.
The above resolution is subject to approval by the Shareholders at the EGM by way of ordinary resolution.
The purpose of this circular is to provide you with the information on the resolution above to enable you to vote for or against the proposed resolution at the EGM under fully informed condition.
Resolution on Election of Mr. Liu Cheng as Executive Director of the Company
In accordance with the relevant provisions of the Articles of Association, Mr. Liu Cheng ("Mr. Liu") has been nominated by a shareholder of the Company, Beijing Financial Holdings Group Limited, as an Executive Director candidate of the third session of the Board of the Company.
Mr. Liu 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. Liu has no affiliated relationship with the substantial Shareholders of the Company other than those stated in his biography. He 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. Liu will officially assume office from the date the resolution on his appointment is elected 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. 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 Mr. Liu's appointment as a director of the Company.
Biographical details of Mr. Liu are as follows:
Mr. Liu Cheng, born in December 1967, has joined the Company since January 2025. He now serves as the Secretary of the Party Committee of the Company and a member of Executive Committee.
Mr. Liu worked for the Finance Department of the Central College of Finance and Economics (now Central University of Finance and Economics), the National Planning Committee (now National Development and Reform Commission) and the General Office of the State Council. From April 2018 to January 2025, he served as a member of the Party Committee, deputy secretary of the Party Committee, Chairman of the Board of Supervisors, Executive Vice President of the Bank, President and Executive Director of
LETTER FROM THE BOARD
China CITIC Bank Corporation Limited (a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange), concurrently serving as the director of CITIC International Financial Holdings Limited, CITIC Bank International Limited and CNCB (Hong Kong) Investment Co., Ltd.
Mr. Liu obtained a bachelor's degree and a master's degree in Economics from the Finance Department of the Central College of Finance and Economics (now Central University of Finance and Economics) and a doctor's degree in Economics from the School of Finance of Renmin University of China. He is a research fellow.
Other Information
Save as disclosed above, Mr. Liu 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, Mr. Liu 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 resolution proposed at the Board meeting by the Directors. The aforesaid resolution is hereby proposed at the EGM for approval. Upon approval of the appointment of Mr. Liu at the EGM, the Company will sign an appointment letter with Mr. Liu. As an Executive Director of the Board of the Company, the remuneration of Mr. Liu shall be determined in accordance with the applicable remuneration management system of the Company.
If appointed as an Executive Director of the third session of the Board of the Company, Mr. Liu will serve as the Chairman of the third session of the Board of the Company and also become the Chairman of the Development Strategy Committee and a member of the Remuneration and Nomination Committee of the Board of the Company, with effect from the date on which Mr. Liu's appointment as an 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.
LETTER FROM THE BOARD
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 Second Extraordinary General Meeting will be held at 2:30 p.m. on Thursday, March 13, 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 8 to 10 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 Monday, March 10, 2025 to Thursday, March 13, 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 4:30 p.m. on Friday, March 7, 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.
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LETTER FROM THE BOARD
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 resolution 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.
6. RECOMMENDATION
The Directors consider that the resolution 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 resolution to be submitted at the 2025 Second Extraordinary General Meeting.
By order of the Board
CSC Financial Co., Ltd.
Wang Changqing
Chairman
Beijing, the PRC
February 24, 2025
NOTICE OF THE 2025 SECOND 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 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 Second Extraordinary General Meeting (the "EGM") of CSC Financial Co., Ltd. (the "Company") will be held at 2:30 p.m. on Thursday, March 13, 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 resolution. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated February 24, 2025.
AS ORDINARY RESOLUTION
- The resolution on the election of Mr. Liu Cheng as an Executive Director of the Company
By order of the Board
CSC Financial Co., Ltd.
Wang Changqing
Chairman
Beijing, the PRC
February 24, 2025
As at the date of this notice, the Executive Directors of the Company are Mr. WANG Changqing 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 SECOND EXTRAORDINARY GENERAL MEETING
Notes:
- 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 Monday, March 10, 2025 to Thursday, March 13, 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 Friday, March 7, 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 Wednesday, March 12, 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 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.
- 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 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.
NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING
5. 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).
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