CSC Financial : (1)ELECTION OF MR. PO WAI KWONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY; (2)ELECTION OF MR. LAI GUANRONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY; (3)ESTABLISHMENT OF AN ASSET MANAGEMENT SUBSIDIARY; (4)PROVISION OF NET CAPITAL GUARANTEE COMMITMENT FOR THE ASSET MANAGEMENT SUBSIDIARY; (5)CHANGE OF BUSINESS SCOPE OF THE COMPANY; (6)AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (7)NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

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.

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

(Stock Code: 6066)

(1)ELECTION OF MR. PO WAI KWONG AS AN INDEPENDENT

NON-EXECUTIVE DIRECTOR OF THE COMPANY

(2)ELECTION OF MR. LAI GUANRONG AS AN INDEPENDENT

NON-EXECUTIVE DIRECTOR OF THE COMPANY

(3)ESTABLISHMENT OF AN ASSET MANAGEMENT SUBSIDIARY (4)PROVISION OF NET CAPITAL GUARANTEE COMMITMENT FOR THE ASSET MANAGEMENT SUBSIDIARY

(5)CHANGE OF BUSINESS SCOPE OF THE COMPANY

(6)AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(7)NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 12 of this circular. Please refer to pages 13 to 15 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 instruments 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. 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 27, 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
1. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2

2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL

	MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
4.	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
5.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
6.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . .	13

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 meetings of the Company convened on Wednesday,
	March 31, 2021 and Thursday, April 22, 2021
"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
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the director(s) of the Company
"EGM" or "2021 Second	the 2021 second extraordinary general meeting or any adjournment
Extraordinary General Meeting"	thereof of the Company to be held at 9:30 a.m. Friday, May
	14, 2021 at Multifunction Hall, B1/F, Office Building of CSC
	Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District,
	Beijing, PRC
"H Share(s)"	overseas listed foreign invested ordinary shares of RMB1.00 each
	in the share capital of the Company which are listed and traded on
	the Hong Kong Stock Exchange
"H Shareholders"	holders of H Shares

- ii -

	DEFINITIONS
"HK$"	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	the independent non-executive Director(s) of the Company
Director(s)" or "Independent
Director(s)"
"Non-executive Director(s)"	non-executive director(s) of the Company
"PRC"	the People's Republic of China
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Securities Law"	the Securities Law of the People's Republic of China
"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
"SSE"	Shanghai Stock Exchange
"%"	per cent

- iii -

LETTER FROM THE BOARD

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

(Stock Code: 6066)

Mr. Wang Changqing (Chairman, Executive Director)	Registered office in the PRC:
Mr. Yu Zhongfu (Vice Chairman, Non-executive Director)	Unit 4, No. 66 Anli Road
Mr. Wang Xiaolin (Vice Chairman, Non-executive Director)	Chaoyang District
Mr. Li Geping (Executive Director)	Beijing
Ms. Zhang Qin (Non-executive Director)	PRC
Ms. Zhu Jia (Non-executive Director)
Mr. Wang Hao (Non-executive Director)	Principal place of business in the PRC:
Mr. Feng Genfu (Independent Non-executive Director)	No. 188 Chaonei Avenue
Ms. Zhu Shengqin (Independent Non-executive Director)	Dongcheng District
Mr. Dai Deming (Independent Non-executive Director)	Beijing
Mr. Bai Jianjun (Independent Non-executive Director)	PRC
Mr. Liu Qiao (Independent Non-executive Director)
	Principal place of business in Hong Kong:
	18/F, Two Exchange Square,
	Central, Hong Kong

April 27, 2021

To the Shareholders:

Dear Sir or Madam,

(1)ELECTION OF MR. PO WAI KWONG AS AN INDEPENDENT

NON-EXECUTIVE DIRECTOR OF THE COMPANY

(2)ELECTION OF MR. LAI GUANRONG AS AN INDEPENDENT

NON-EXECUTIVE DIRECTOR OF THE COMPANY

(3)ESTABLISHMENT OF AN ASSET MANAGEMENT SUBSIDIARY

(4)PROVISION OF NET CAPITAL GUARANTEE COMMITMENT FOR THE

ASSET MANAGEMENT SUBSIDIARY

(5)CHANGE OF BUSINESS SCOPE OF THE COMPANY

(6)AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(7)NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

- 1 -

LETTER FROM THE BOARD

1. INTRODUCTION
   Reference is made to the announcement of the Company dated March 31, 2021 in relation to the change of Independent Non-executive Directors and the announcement dated April 22, 2021 in relation to the proposed amendments to the Articles of Association and the overseas regulatory announcement in relation to the resolutions of the Board. On behalf of the Board, I would like to invite you to attend the EGM to be held at 9:30 a.m. on Friday, May 14, 2021 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC.
2. BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING
   Resolutions will be proposed at the EGM to approve: (1) the resolution on election of Mr. Po Wai Kwong as an Independent Non-executive Director of the Company; and (2) the resolution on election of Mr. Lai Guanrong as an Independent Non-executive Director of the Company; (3) the resolution on establishment of an Asset Management Subsidiary; (4) the resolution on provision of net capital guarantee commitment to the Asset Management Subsidiary; (5) the resolution on change of business scope of the Company; and (6) the resolution on amendments to the Articles of Association.
   The above resolutions (1), (2), (3) and (5) are subject to approval by the Shareholders at the EGM by way of ordinary resolutions. The above resolutions (4) and (6) are subject to approval by the Shareholders at the EGM by way of special resolutions.
   The Remuneration and Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of Mr. Po Wai Kwong and Mr. Lai Guanrong in accordance with the Board diversity policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge and length of service. The Board considers that they meet the independence requirements set out in Rule 3.13 of the Hong Kong Listing Rules. The Remuneration and Nomination Committee is of the view that, as further described in their biographical details in this circular, they 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 Directors, and have the ability to provide independent, balanced and objective opinions on corporate affairs, 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 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.

- 2 -

LETTER FROM THE BOARD

1. Resolution on Election of Mr. Po Wai Kwong as an Independent Non-executive Director of the Company
   In accordance with the resolution passed by the Board meeting of the Company, Mr. Po Wai Kwong ("Mr. Po") has been nominated as a candidate for the Independent Non-executive Director of the second session of the Board of the Company. Mr. Po complies with the laws, regulations and the requirements of the stock exchange listing rules for the appointment of independent directors of listed securities companies in the place of the stock exchanges where the Company's shares are listed, and there is no circumstances affecting his independence. Mr. Po has accepted the nomination, and will officially assume office when the resolution on his appointment is approved at the general meeting of the Company, with a term of office ending when the term of the second 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 handle the filing and information disclosure matters related to the appointment of independent directors of the Company in accordance with the requirements of regulatory authorities and industrial and commercial registration authorities.
   Biographical details of Mr. Po are as follows:
   Mr. Po Wai Kwong, born in 1957. Mr. Po has served as an independent director of Everbright Securities Company Limited (a company listed on the Shanghai Stock Exchange (stock code: 601788) and the Hong Kong Stock Exchange (stock code: 6178)) since December 2020. He is currently a member of the International Advisory Council of the CSRC and the Advisory Committee of the Hang Seng Index in Hong Kong.
   Mr. Po previously served as the executive director of the Insurance Authority (保險業監管局) of Hong Kong and the senior director of the Securities and Futures Commission (SFC) (證券 及期貨事務監察委員會) of Hong Kong.
   Mr. Po holds a bachelor's degree in business administration and a master's degree in business administration from the Chinese University of Hong Kong (香港中文大學), and is also an accountant.
2. Resolution on Election of Mr. Lai Guanrong as an Independent Non-executive Director of the Company
   In accordance with the resolution passed by the Board meeting of the Company, Mr. Lai Guanrong ("Mr. Lai") has been nominated as a candidate for the Independent Non- executive Director of the second session of the Board of the Company. Mr. Lai complies with the laws, regulations and the requirements of the stock exchange listing rules for the appointment of independent Directors of listed securities companies in the place of the stock exchanges where the Company's shares are listed, and there is no circumstances affecting his
3. • 3 -

LETTER FROM THE BOARD

independence. Mr. Lai has accepted this nomination, and will officially assume office when the resolution on his appointment is approved at the general meeting of the Company, with a term of office ending when the term of the second 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 handle the filing and information disclosure matters related to the appointment of independent directors of the Company in accordance with the requirements of regulatory authorities and business registration authorities.

Biographical details of Mr. Lai are as follows:

Mr. Lai Guanrong, born in 1962. Mr. Lai has served as the chairman of the board of supervisors 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) since January 2015, the vice chairman of ABC Life Insurance Co., Ltd. (農銀人壽保險股份有限公司) since February 2013, a director of China Sciences Group (Holding) Corporation (中科實業集團（控股）有限公司) since April 2015, an independent director of Chinasoft International Limited (中軟國際有限公司) (a company listed on Hong Kong Stock Exchange (stock code:03547)) since June 2015, the chief economist and member of the investment committee of Shenzhen CMAF Management Co., Ltd. (深圳遠致富海投資管理有限公司) since August 2018, and an independent director of Xin Yuan Enterprises Group Limited (信源企業集團有限公司) (a company listed on Hong Kong Stock Exchange (stock code:1748)) since September 2018.

Mr. Lai previously served as the deputy general manager (in charge of 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 People's Bank of China Fujian Branch (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 Limited* (華福證券有限責任公司), and 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).

Mr. Lai holds a bachelor's degree in finance from Xiamen University, a master's degree in monetary banking from the Graduate School of the People's Bank of China, and a doctorate in economics from Xiamen University.

• For identification purpose only

- 4 -

LETTER FROM THE BOARD

Other information

Save as disclosed above, each of Mr. Po and Mr. Lai has confirmed that: (i) he does not hold directorship in other listed companies, nor any position in the Company or its subsidiary for the last three years; (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 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, each of Mr. Po and Mr. Lai 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.

Upon approval of the appointment of Mr. Po and Mr. Lai at the EGM, the Company will sign an appointment letter with Mr. Po and Mr. Lai. As the Independent Non-executive Directors of the Company, each of Mr. Po and Mr. Lai will receive a Directors' emolument of RMB180,000 (tax inclusive) from the Company each year, and will receive allowances for participating in Board meetings. For the specific amount of remuneration, please refer to the annual report of the Company.

In addition, Mr. Feng Genfu and Ms. Zhu Shengqin will cease to serve as Independent Non- executive Directors of the Company on the date when Mr. Po and Mr. Lai duly assume their duties. Prior to this, Mr. Feng Genfu and Ms. Zhu Shengqin will continue to perform their duties as Independent Non-executive Directors.

1. Resolution on Establishment of an Asset Management Subsidiary
   In 2009, the Company obtained the qualification of securities asset management business with the approval of CSRC. After more than ten years of hard work, the Company's asset management business has achieved great leap forward from scratch. As of the end of December 2020, the Company's entrusted asset management scale ranked the 7th in the industry.
   In order to conform to the development trend of the industry and make the asset management business bigger and stronger, the Company intends to establish a wholly-owned asset management subsidiary (the "Asset Management Subsidiary") to better promote the development of the Group's asset management business. After the establishment of Asset Management Subsidiary, it will establish an independent operation platform focusing on asset management business in close connection with market demand and changes, so as to provide more professional services for the market and customers.

- 5 -

LETTER FROM THE BOARD

The general plan for the Company to establish an Asset Management Subsidiary is as follows:

Company name: CSC Asset Management Co., Ltd. (tentative name only, subject to the final name approved by regulatory authorities and registration authority).

Amount of contribution: the amount of capital contribution shall not exceed RMB2.5 billion (inclusive), of which the initial registered capital is RMB1 billion.

Proportion of contribution: 100%, the Asset Management Subsidiary is a wholly-owned subsidiary of the Company.

Business scope: to engage in securities asset management business, management business of public offering of securities investment funds and other businesses permitted by regulatory authorities (the specific operating scope shall be subject to the approval of regulatory authority and registration authority). Among them, the qualification of management business of public offering of securities investment funds shall be applied for after relevant regulations are issued.

Upon the establishment of asset management subsidiary, it will take over the securities asset management business of the Company.

At the same time, the Board proposes at the EGM to authorize the Board and the Board further authorizes the management of the Company to handle the specific matters regarding the preparation, approval, establishment and registration of the Asset Management Subsidiary at its sole discretion, including but not limited to: determining the place of registration of the Asset Management Subsidiary, drafting and submitting the application materials for the establishment of the Asset Management Subsidiary and their business qualification/business licenses; subsequent decisions based on the business development of the Asset Management Subsidiary within the scope of no more than RMB2.5 billion (inclusive) approved this time for capital increase.

The Shareholders are hereby requested to consider and approve the proposal on the establishment of an Asset Management Subsidiary by the way of ordinary resolution at the EGM. The establishment of an Asset Management Subsidiary shall be subject to the approval of the regulatory authority.

- 6 -

LETTER FROM THE BOARD

1. Resolution on Provision of Net Capital Guarantee Commitment
   The CSRC requires securities companies to build a risk control indicator system centering on net capital and liquidity, and implement supervision on them. Both the Company and the proposed Asset Management Subsidiary are required to meet the relevant regulatory requirements. At the same time, according to the relevant provisions of the Administrative Measures on Risk Control Indicators of Securities Firms of CSRC, a subsidiary engaged in securities asset management business may, based on a certain proportion, include the guarantee commitments provided by the parent company in the core net capital. In order to ensure the smooth transition of the asset management business of the Group, allocate the capital reasonably and make effective use of the capital, In addition to cash capital contributions, the Company intends to provide an accumulated net capital guarantee commitment of no more than RMB4 billion (inclusive) to the Asset Management Subsidiary in accordance with the regulatory requirements and the risk control indicators of the Asset Management Subsidiary to ensure that the Asset Management Subsidiary continues to meet regulatory indicators requirements and business development needs. The term of validity of the net capital guarantee commitment is from the date of establishment of the Asset Management Subsidiary to the time when its capital status meets the requirements of the regulatory authorities on an ongoing basis.
   At the same time, the Company will deduct the core net capital of the Company based on a certain proportion of the amount of guarantee commitment in accordance with the relevant provisions such as the Administrative Measures on Risk Control Indicators of Securities Firms of CSRC. After providing the net capital guarantee commitment to the Asset Management Subsidiary, the risk control indicators of the Company are still at a sound level of compliance.
   In addition, the Board proposes at the EGM to authorize the Board and the Board further authorizes the management of the Company to handle the specific matters related to the net capital guarantee commitment, including but not limited to: handling the relevant procedures for providing or revoking the net capital guarantee commitment; deciding to provide the net capital guarantee commitment in batches or revoke the guarantee commitment according to the actual situation of the business and other matters.
   Subject to any necessary approval by the regulatory authority on matters in relation to the establishment of an Asset Management Subsidiary and the adoption of the above-mentioned resolution (3) on the establishment of an Asset Management Subsidiary, the Shareholders are hereby requested to approve the proposal on the provision of net capital guarantee commitment by the way of special resolution at the EGM.

- 7 -

LETTER FROM THE BOARD

1. Resolution on Change of Business Scope of the Company
   According to the relevant requirements of the Provisional Regulatory Requirements on Establishment of Subsidiaries of Securities Companies issued by CSRC, operation of similar businesses which have conflict of interest or competition is not allowed for securities company and its subsidiaries and for subsidiaries under common control of the same securities company. In light of the establishment of the Asset Management Subsidiary, it will inherit the securities asset management business of the Company, and the Company will make corresponding changes to its business scope, that is, deleting "securities asset management" from the existing business scope, so as to avoid involving similar businesses that do not meet the regulatory requirements and have conflicts of interest or competitive relationship with the Asset Management Subsidiary.
   At the same time, the Board proposes at the EGM to authorize the Board and the Board further authorizes the management of the Company to handle the specific matters related to the change of the Company's business scope, including but not limited to: changes in business registration related to change of the Company's business scope, and changes in licence to operate securities business.
   Subject to any necessary approval by the regulatory authority for the establishment of an Asset Management Subsidiary and the change of the Company's business scope and the adoption of the above-mentioned resolution (3) on the establishment of an Asset Management Subsidiary, the Shareholders are hereby requested to approve the proposal on the change of the business scope of the Company by the way of ordinary resolution at the EGM.

- 8 -

LETTER FROM THE BOARD

1. Resolution on Amendments to the Articles of Association
   As mentioned above, according to the relevant requirements of the Provisional Regulatory Requirements on Establishment of Subsidiaries of Securities Companies issued by CSRC, the Company shall, after the establishment of Asset Management Subsidiary, correspondingly change the provisions on business scope in the Articles of Association, that is, deleting "securities asset management" related contents under Article 13 of the Articles of Association of CSC Financial Co., Ltd.. The specific amendments are as follows:

	Articles before the Amendment		Articles after the Amendment		Revision Basis
Article 13 As approved by the relevant	Article 13 As approved by the relevant	Revised in accordance
regulatory authorities and approved and	regulatory authorities and approved and	with the Article 3 of
registered, the business scope of the	registered, the business scope of the	the	Trial Provision
Company includes:	Company includes:	for the Establishment
				of	Subsidiaries by
(1)	securities brokerage;	(1)	securities brokerage;	Securities Companies
(2)	securities investment consultation;	(2)	securities investment consultation;
(3)	financial advisory business relating	(3)	financial advisory business relating
	to securities trading and securities		to securities trading and securities
	investment;		investment;
(4)	securities underwriting and	(4)	securities underwriting and
	sponsorship;		sponsorship;
(5)	securities proprietary trading;	(5)	securities proprietary trading;
(6)	securities asset management;

- 9 -

LETTER FROM THE BOARD

Articles before the Amendment		Articles after the Amendment	Revision Basis
(7)	proxy sale of securities investment	(6)	proxy sale of securities investment
	fund;		fund;
(8)	provision of futures intermediary	(7)	provision of futures intermediary
	services for futures companies;		services for futures companies;
(9)	margin financing and securities	(8)	margin financing and securities
	lending;		lending;
(10)	proxy sale of financial products;	(9)	proxy sale of financial products;
(11)	stock options market making;	(10)	stock options market making;
(12)	s e c u r i t i e s i n v e s t m e n t f u n d	(11)	s e c u r i t i e s i n v e s t m e n t f u n d
	custodian;		custodian;
(13)	sale of precious metal products;	(12)	sale of precious metal products;
(14)	other businesses as approved by	(13)	other businesses as approved by
	relevant regulatory authorities.		relevant regulatory authorities.

The English version of the Articles of Association is an unofficial translation of the Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

At the same time, the Board proposes at the EGM to authorize the Board and the Board further authorizes the management of the Company to handle the specific matters related to the amendments to the Articles of Association, including but not limited to making non- substantive adjustments to the format or text of the amendments to the Articles of Association (if necessary) in accordance with the requirements of the regulatory authority and/or the business registration authorities, and filing the Articles of Association and other matters.

Subject to any necessary approval by the regulatory authority for the establishment of an Asset Management Subsidiary, and the change of the Company's business scope and the adoption of the above-mentioned resolution (3) on the establishment of an Asset Management Subsidiary and resolution (5) on the change of the business scope of the Company, the Shareholders are hereby requested to approve the proposal on the amendment of the Articles of Association by the way of special resolution at the EGM.

- 10 -

LETTER FROM THE BOARD

1. 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 inquiries, confirm that, as far as they are aware and are satisfied that the information contained in this circular is accurate and complete in all material respects, there is no misleading or fraudulent material and no omission of any of the information contained in this circular or other matters which are misleading.
2. EXTRAORDINARY GENERAL MEETING
   The 2021 Second Extraordinary General Meeting will be held at 9:30 a.m. on Friday, May 14, 2021 at the Multi-function Hall, B1/F, Office Building of CSC Financial Co., Ltd., No. 188 Chaonei Avenue, Dongcheng District, Beijing, PRC. The notice of the EGM is set out on pages 13 to 15 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 (whose address 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 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, May 11, 2021 to Friday, May 14, 2021 (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 Shares to Computershare Hong Kong Investor Services Limited which is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Monday, May 10, 2021. At the end of the above business hours, H Shareholders registered in Computershare Hong Kong Investor Services Limited or the office of the Board of the Company (if applicable) are entitled to attend the EGM.

- 11 -

LETTER FROM THE BOARD

1. 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 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.
2. RECOMMENDATION
   The Directors consider that all 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 all the resolutions to be submitted at the 2021 Second Extraordinary General Meeting.

By order of the Board

CSC Financial Co., Ltd.

Wang Changqing

Chairman

Beijing, the PRC, April 27, 2021

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NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 6066)

NOTICE OF THE 2021 SECOND

EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the "EGM") of CSC Financial Co., Ltd. (the "Company") will be held at 9:30 a.m. Friday, May 14, 2021 at the Multifunction Hall, B1/F, Office Building of CSC Financial Co., Ltd., No.188 Chaonei Avenue, Dongcheng District, Beijing, 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 April 27, 2021.

ORDINARY RESOLUTIONS:

To consider and approve:

1. the resolution on election of Mr. Po Wai Kwong as an Independent Non-executive Director of the Company;

1. the resolution on election of Mr. Lai Guanrong as an Independent Non-executive Director of the Company;

1. the resolution on the establishment of an Asset Management Subsidiary;

(IV) the resolution on the change of business scope of the Company.

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NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTIONS:

To consider and approve:

1. the resolution on the provision of net capital guarantee commitment for the Asset Management Subsidiary;

(II) the resolution on the amendments to the Articles of Association.

By order of the Board

CSC Financial Co., Ltd.

Wang Changqing

Chairman

Beijing, the PRC

April 27, 2021

As at the date of this notice, the executive Directors of the Company are Mr. WANG Changqing and Mr. LI Geping; the non-executive Directors of the Company are Mr. YU Zhongfu, Mr. WANG Xiaolin, Ms. ZHANG Qin, Ms. ZHU Jia, Mr. WANG Hao; and the independent non-executive Directors of the Company are Mr. FENG Genfu, Ms. ZHU Shengqin, Mr. DAI Deming, Mr. BAI Jianjun and Mr. LIU Qiao.

Notes:

1. ELIGIBILITY FOR ATTENDING THE EGM AND CLOSURE OF REGISTER OF MEMBERS
   In order to determine the list Shareholders who are entitled to attend the EGM, the Company will close the register of members during the period from Tuesday, May 11, 2021 to Friday, May 14, 2021 (both days inclusive), during which no registration of Shares will be made. Shareholders who wish to attend the EGM are required to send all the transfer documents, accompanied by the relevant share certificates to 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), before 4:30 p.m. on Monday, May 10, 2021 to complete registration. 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 the Company (if applicable) 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
3. 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.

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NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

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. 9:30 a.m. on Thursday, May 13, 2021) or 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 at the EGM or at any adjourned meeting if they so wish.

1. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
   Shareholder or his/her proxy shall produce proof of identity when attending the EGM:
2. 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 according to laws.
   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.
3. VOTING BY POLL
   According to Rule 13.39(4) of the 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.comand on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hkupon the conclusion of the EGM.
4. MISCELLANEOUS
5. 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 lodging share transfer documents)
      17M Floor, Hopewell Centre
      183 Queen's Road East Wanchai, Hong Kong (For lodging proxy form)
      Tel: [phone]
      Fax: [phone]

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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