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China Galaxy Securities Co., Ltd. — Proxy Solicitation & Information Statement 2025
Jun 4, 2025
51069_rns_2025-06-04_e5102eeb-b05e-4c40-91e2-81f50a1336a8.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 adviser.
If you have sold or transferred all your Shares in China Galaxy Securities Co., Ltd., you should at once hand this circular and 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.
中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)
FINAL ACCOUNTS PLAN FOR 2024
PROFIT DISTRIBUTION PLAN FOR 2024
2024 ANNUAL REPORT
WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
APPOINTMENT OF THE EXTERNAL AUDITORS FOR 2025
ELECTION OF MS. FAN XIAOYUN AS AN INDEPENDENT NON-EXECUTIVE
DIRECTOR OF THE FIFTH SESSION OF THE BOARD
AND
NOTICE OF ANNUAL GENERAL MEETING
The AGM of China Galaxy Securities Co., Ltd. will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 27 June 2025 at 10:00 a.m. The notice convening the AGM is set out on pages 11 to 13 of this circular.
If you intend to appoint a proxy to attend the AGM, please complete the form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors of the Company (for A Shareholders) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
4 June 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
NOTICE OF ANNUAL GENERAL MEETING ... 11
APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024 ... 14
APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024 ... 23
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024 ... 35
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"A Share(s)"
domestic share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the SSE and traded in RMB
"A Shareholder(s)"
holder(s) of A Shares
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 27 June 2025 at 10:00 a.m.
"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
"BSE"
the Beijing Stock Exchange
"CGS International"
collectively refers to CGS International Securities Pte. Ltd. (formerly known as CGS-CIMB Securities International Pte. Ltd.) and CGS International Securities Malaysia Sdn. Bhd. (formerly known as CGS-CIMB Holdings Sdn. Bhd.), both of which are wholly-owned subsidiaries of Galaxy International Holdings
"CIC"
China Investment Corporation
"Company", "the Company", "China Galaxy Securities" or "Galaxy Securities"
China Galaxy Securities Co., Ltd. (中國銀河證券股份有限公司), a joint stock company with limited liability incorporated in the PRC on 26 January 2007, whose H Shares are listed on the Hong Kong Stock Exchange (Stock Code: 6881) and A Shares are listed on the SSE (Stock Code: 601881)
"controlling shareholder(s)"
has the meaning ascribed to it under the HKSE Listing Rules
"CSRC"
China Securities Regulatory Commission
"Director(s)"
director(s) of the Company
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DEFINITIONS
“Galaxy Derivatives” Galaxy Derivatives Capital Management Company Limited (銀河德睿資本管理有限公司), a company incorporated in the PRC with limited liability, which is owned as to 100% by Galaxy Futures, and an indirect wholly-owned subsidiary of the Company
“Galaxy Financial Holdings” China Galaxy Financial Holdings Company Limited (中國銀河金融控股有限責任公司), a limited liability company incorporated in the PRC on 8 August 2005, and the controlling shareholder of the Company
“Galaxy Futures” Galaxy Futures Company Limited (銀河期貨有限公司), a company incorporated in the PRC with limited liability, and a wholly-owned subsidiary of the Company
“Galaxy International Holdings” China Galaxy International Holdings Company Limited (中國銀河國際控股有限公司), a company incorporated in Hong Kong with limited liability, and a wholly-owned subsidiary of the Company
“Group” the Company and its subsidiaries
“H Share(s)” overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is (are) listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
“H Shareholder(s)” holder(s) of H Shares
“HK$”, “HK dollars” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong
“HKSE 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” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Huijin” Central Huijin Investment Ltd.
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| DEFINITIONS | |
|---|---|
| “Independent Director(s)” or “Independent Non-executive Director(s)” | the independent non-executive Director(s) of the Company |
| “PBOC” | the People’s Bank of China, the central bank of the PRC |
| “PRC” or “China” | the People’s Republic of China, but for the purposes of this circular only, excluding Hong Kong, Macau Special Administrative Region and Taiwan region |
| “RMB” or “Renminbi” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of the Company, including A Share(s) and H Share(s) |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “SSE” | Shanghai Stock Exchange |
| “SSE Listing Rules” | the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, as amended from time to time |
| “subsidiary(ies)” | has the meaning ascribed to it under the HKSE Listing Rules |
| “Supervisor(s)” | the supervisor(s) of the Company |
| “Supervisory Committee” | the supervisory committee of the Company |
In case of any discrepancy between the English and Chinese versions of this circular, the Chinese version shall prevail.
LETTER FROM THE BOARD
中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)
The Board of Directors:
Executive Directors:
Mr. WANG Sheng (Chairman)
Mr. XUE Jun (Vice Chairman and President)
Non-executive Directors:
Mr. YANG Tijun
Ms. LI Hui
Ms. HUANG Yan
Mr. SONG Weigang
Independent Non-executive Directors:
Mr. LAW Cheuk Kin Stephen
Mr. LIU Li
Mr. MA Zhiming
Registered Office and Headquarters in the PRC:
No. 101, 7/F-18/F
Building No. 1, No. 8 Xiying Street
Fengtai District, Beijing, the PRC
Principal Place of Business in Hong Kong:
20th Floor, Wing On Centre
111 Connaught Road Central
Sheung Wan, Hong Kong
4 June 2025
To the Shareholders
Dear Sir or Madam,
FINAL ACCOUNTS PLAN FOR 2024
PROFIT DISTRIBUTION PLAN FOR 2024
2024 ANNUAL REPORT
WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
APPOINTMENT OF THE EXTERNAL AUDITORS FOR 2025
ELECTION OF MS. FAN XIAOYUN AS AN INDEPENDENT NON-EXECUTIVE
DIRECTOR OF THE FIFTH SESSION OF THE BOARD
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
On behalf of the Board of Directors, I invite you to attend the AGM to be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 27 June 2025 at 10:00 a.m.
LETTER FROM THE BOARD
The purpose of this circular is to give you notice of the AGM and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM.
BUSINESSES TO BE CONSIDERED AT THE AGM
Ordinary resolutions will be proposed at the AGM to approve: (1) the final accounts plan for 2024; (2) the profit distribution plan for 2024; (3) the 2024 annual report; (4) the work report of the Board of Directors for 2024; (5) the work report of the Supervisory Committee for 2024; (6) the duty reports of the Independent Directors for 2024; (7) the appointment of the external auditors for 2025; and (8) the election of Ms. FAN Xiaoyun as an Independent Non-executive Director of the fifth session of the Board.
ORDINARY RESOLUTIONS:
1. FINAL ACCOUNTS PLAN FOR 2024
The final accounts plan of the Company for 2024 was considered and approved by the Board on 28 March 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval. For details of the final accounts plan, please refer to the financial statements in the 2024 annual report of the Company.
2. PROFIT DISTRIBUTION PLAN FOR 2024
The Company achieved consolidated net profit attributable to shareholders of the listed company of RMB10,030,837,664.86 in 2024. The profit available for distribution of the parent company amounted to RMB28,904,046,908.17 as at the end of 2024. As resolved by the Board of Directors, the Company intends to distribute profits for 2024 on the basis of the total share capital registered on the record date of the equity distribution. The profit distribution plan is as follows:
(a) The Company proposes to distribute its profit for 2024 by way of a cash dividend of RMB1.96 (inclusive of tax) for every 10 Shares to the A Shareholders and H Shareholders registered on the record date for the distribution of the cash dividend for 2024 (i.e. 11 July 2025). Based on the total share capital of the Company of 10,934,402,256 Shares as at 31 December 2024, the total proposed cash dividend will amount to RMB2,143,142,842.18 (inclusive of tax) (the "2024 Final Dividend"). After taking into account the interim cash dividend of RMB0.84 (inclusive of tax) for every 10 Shares already distributed in 2024, totalling RMB918,489,789.50, the Company's total cash dividend for 2024 is expected to amount to RMB3,061,632,631.68 (inclusive of tax), which represents 30.52% of the net profit attributable to the shareholders of the listed company for 2024. In case of any changes in the total share capital of the Company before the record date for the
LETTER FROM THE BOARD
implementation of the equity distribution (i.e. 11 July 2025), the Company intends to maintain the total amount of cash dividends unchanged and adjust the cash distribution amount per Share accordingly. The remaining profits available for distribution to investors for 2024 will be carried forward to the following year.
(b) The 2024 Final Dividend will be denominated and declared in RMB, and paid to A Shareholders in RMB and to H Shareholders in HK dollars, respectively. The conversion rate of Hong Kong dollar will be determined based on the average benchmark exchange rate for conversion between RMB and HK dollars as announced by the PBOC for five working days prior to the date of the AGM.
The above profit distribution plan for 2024 was considered and approved by the Board on 28 March 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval.
For the purpose of determining the entitlement of H Shareholders to the 2024 Final Dividend, the H Share register of members of the Company will be closed from Tuesday, 8 July 2025 to Friday, 11 July 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Friday, 11 July 2025 are entitled to the 2024 Final Dividend. In order to be entitled to receive the 2024 Final Dividend, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 7 July 2025. The last trading day for H Shares before ex-dividend will be Thursday, 3 July 2025, and trading of ex-dividend H Shares shall commence on Friday, 4 July 2025.
The 2024 Final Dividend (if approved by Shareholders at the AGM) is expected to be distributed on or before Thursday, 21 August 2025 to H Shareholders whose names appear on the H Share register of members of the Company on Friday, 11 July 2025.
As for the distribution of the 2024 Final Dividend to the A Shareholders, the record date is Friday, 11 July 2025, and the ex-dividend date and the dividend distribution date are Monday, 14 July 2025. The Company will announce separately on the SSE details of the arrangements regarding the distribution of the 2024 Final Dividend to its A Shareholders.
For Hong Kong investors (including enterprises and individuals) investing in the Company's A Shares via the Shanghai Stock Connect Program, the 2024 Final Dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The record date, the dividend distribution date and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the Company's A Shareholders.
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LETTER FROM THE BOARD
For Mainland investors (including enterprises and individuals) investing in the Company's H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the investors via the Hong Kong Stock Connect Program, will receive the 2024 Final Dividend distributed by the Company and distribute such 2024 Final Dividend in RMB to the relevant investors of H Shares through its depositary and clearing system. The record date, the dividend distribution date and other arrangements for investors via the Hong Kong Stock Connect Program will be the same as those for the Company's H Shareholders.
3. 2024 ANNUAL REPORT
The 2024 annual report was considered and approved by the Board on 28 March 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval. The annual report has been published on the Company's website at www.chinastock.com.cn and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
4. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
The work report of the Board of Directors for 2024 was considered and approved by the Board on 28 March 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval. Details of the report are set out in Appendix I to this circular.
5. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
The work report of the Supervisory Committee for 2024 was considered and approved by the Supervisory Committee on 28 March 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval. Details of the report are set out in Appendix II to this circular.
6. DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
According to relevant provisions of the Measures for the Management of Independent Directors of Listed Companies, the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management, and Practitioners of Securities and Fund Business Institutions, and the Articles of Association, the duty reports of the Independent Directors for the year shall be heard and reviewed at the annual general meeting. Mr. LAW Cheuk Kin Stephen, Mr. LIU Li and Mr. MA Zhiming, the existing Independent Directors, Ms. LIU Chun, who resigned as Independent Director in February 2025, and Mr. WANG Zhenjun, who resigned as Independent Director in June 2024, have each prepared a duty report of the Independent Director for 2024 after taking into account their actual performance of duties during 2024.
The duty reports of the Independent Directors for 2024 were considered and approved by the Board on 28 March 2025 and are hereby proposed at the AGM for Shareholders' consideration and approval. Details of these reports are set out in Appendix III to this circular.
LETTER FROM THE BOARD
7. APPOINTMENT OF THE EXTERNAL AUDITORS FOR 2025
The Board proposed to engage Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young as the external auditors of the Company for 2025, which shall be responsible for the provision of related audit services and review services in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external audit fee for 2025 will be RMB5.52 million, including the agreed-upon procedure fee for the first and third quarters of RMB0.60 million, the interim review fee of RMB1.50 million, the annual audit fee of RMB2.965 million, the annual internal control audit fee of RMB0.34 million and the assurance service fee relating to the 2025 Sustainability & Environmental, Social and Governance Report of RMB0.115 million.
The above resolution was considered and approved by the Board on 4 June 2025 and is hereby proposed at the AGM for Shareholders' consideration and approval.
8. ELECTION OF MS. FAN XIAOYUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE FIFTH SESSION OF THE BOARD
On 4 June 2025, the Board considered and approved the proposal in relation to the nomination of Ms. FAN Xiaoyun as a candidate for Independent Non-executive Director of the Company. The proposal is hereby submitted to the AGM for Shareholders' consideration and approval.
The biographical details of Ms. FAN Xiaoyun are set out below:
FAN Xiaoyun, female, born in October 1969, has successively served as a teaching assistant, lecturer, associate professor and professor at Nankai University since July 1995. She is currently the dean of the Department of Finance of Nankai University, a member of the 14th National Committee of the Chinese People's Political Consultative Conference, a member of the Central Committee of the China Association for Promoting Democracy (CAPD) and a deputy director of the Economic Committee of the CAPD. She concurrently serves as a member of the National Supervisory Committee for Professional Degrees in Finance, a member of the China Economic and Social Council, a government debt advisory expert at the Debt Research and Assessment Center of the Ministry of Finance, and the president of the Tianjin Society of Macroeconomics. From June 2006 to June 2014, she served as an independent director of ABN Amro Teda Fund Management Co., Ltd. (renamed as Manulife Teda Fund Management Co., Ltd. in 2010). From October 2021 to October 2024, she served as a director of Tianjin Property Rights Exchange Centre Co., Ltd. Since November 2021, she has served as an independent director of Allianz Insurance Asset Management Company Limited. Ms. FAN Xiaoyun obtained a bachelor's degree in finance from Nankai University in 1992, a master's degree in monetary banking from Nankai University in 1995 and a doctorate degree in international finance from Nankai University in 1999.
LETTER FROM THE BOARD
Ms. FAN Xiaoyun will enter into a letter of appointment with the Company. Her term of office will commence from the date of approval by the Shareholders at the AGM and end on the expiry of the term of the fifth session of the Board. She is eligible for re-election upon expiry of her term.
An Independent Non-executive Director will receive a director’s fee of RMB150,000 (before tax) per annum from the Company. In addition, an Independent Non-executive Director who acts as the chairman of a special committee of the Board will receive an additional subsidy of RMB50,000 (before tax) per annum, and an Independent Non-executive Director who acts as a member of a special committee of the Board will receive an additional subsidy of RMB30,000 (before tax) per annum. The director’s fees and subsidies are determined pursuant to the relevant remuneration administrative measures of the Company with reference to the Independent Non-executive Director’s duties and responsibilities. If there is any provision on the remuneration of independent non-executive directors under the relevant national policies, the actual amount of remuneration payable by the Company to the Independent Non-executive Directors will be adjusted in accordance with such policies.
Save as disclosed above, Ms. FAN Xiaoyun has not held any directorships in other listed public companies in the last three years, does not hold any other position with the Company or any of its subsidiaries, and is not connected with any directors, senior management or substantial or controlling shareholders of the Company. Ms. FAN Xiaoyun does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.
Further, there is nothing in respect of the election of Ms. FAN Xiaoyun that needs to be disclosed pursuant to Rule 13.51(2) of the HKSE Listing Rules, nor is there anything that needs to be brought to the attention of the Shareholders.
Policy and procedures for the nomination of Independent Non-executive Directors
In reviewing the structure of the Board, the Nomination and Remuneration Committee will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.
The Nomination and Remuneration Committee is of the view that Ms. FAN Xiaoyun has profound economic and finance background, and the election of Ms. FAN Xiaoyun as an Independent Non-executive Director may replenish the professional knowledge of the Board in such areas and promote the diversity of the Board in gender. Ms. FAN Xiaoyun currently does not hold directorships in seven or more listed companies, and is able to devote sufficient time and attention to the Company’s affairs. As such, on 29 May 2025, the Nomination and Remuneration Committee nominated Ms. FAN Xiaoyun to the Board for it to recommend to the Shareholders for election at the AGM.
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LETTER FROM THE BOARD
The Board considers that Ms. FAN Xiaoyun possesses the basic knowledge of operations of listed companies, is familiar with the relevant laws, administrative regulations, departmental rules and other regulatory documents and has the relevant working experience in law, economics, finance, management or other experiences necessary for serving as an Independent Non-executive Director. Moreover, Ms. FAN Xiaoyun has confirmed (i) her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the HKSE Listing Rules; (ii) that she has no past or present financial or other interest in the business of the Company or its subsidiaries, or any connection with any core connected person (as defined in the HKSE Listing Rules) of the Company; and (iii) that there are no other factors that may affect her independence. The Board is also of the view that Ms. FAN Xiaoyun meets the independence guidelines set out in Rule 3.13 of the HKSE Listing Rules and is independent in accordance with the terms of the guidelines.
THE AGM
The form of proxy of the AGM is enclosed herewith. Such form of proxy is also published on the Company's website at www.chinastock.com.cn and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.
If you intend to appoint a proxy to attend the AGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Office of the Board of Directors of the Company (for A Shareholders) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the HKSE Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll for all resolutions proposed at the AGM.
RECOMMENDATION
The Board considers that all resolutions proposed at the AGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favour of all the resolutions proposed at the AGM.
Yours faithfully,
By order of the Board
China Galaxy Securities Co., Ltd.
WANG Sheng
Chairman and Executive Director
NOTICE OF ANNUAL GENERAL MEETING
中国银河证券股份有限公司
CHINA GALAXY SECURITIES CO., LTD.
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 06881)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of China Galaxy Securities Co., Ltd. (the “Company”) will be held at Conference Room M1919, Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC on Friday, 27 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To consider and approve the final accounts plan of the Company for 2024;
- To consider and approve the profit distribution plan of the Company for 2024;
- To consider and approve the 2024 annual report of the Company;
- To consider and approve the work report of the board of directors of the Company for 2024;
- To consider and approve the work report of the supervisory committee of the Company for 2024;
- To consider and approve the duty reports of the independent directors for 2024:
6.01. To consider and approve the duty report of Mr. LAW Cheuk Kin Stephen for 2024;
6.02. To consider and approve the duty report of Mr. LIU Li for 2024;
6.03. To consider and approve the duty report of Mr. MA Zhiming for 2024;
6.04. To consider and approve the duty report of Mr. WANG Zhenjun for 2024;
6.05. To consider and approve the duty report of Ms. LIU Chun for 2024; - To consider and approve the appointment of the external auditors of the Company for 2025;
- To consider and approve the election of Ms. FAN Xiaoyun as an independent non-executive director of the fifth session of the board of directors of the Company.
By order of the Board
China Galaxy Securities Co., Ltd.
WANG Sheng
Chairman and Executive Director
Beijing, the PRC, 4 June 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of the AGM will be voted by poll. Results of the poll voting will be published on the Company’s website at www.chinastock.com.cn and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.
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Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.
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In order to be valid, the form of proxy together with the notarised power of attorney or other documents of authorisation, if any, must be completed and returned to the Office of the Board of Directors of the Company (for A Shareholders) or the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof should he/she so wish.
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For the purpose of determining the entitlement of H Shareholders to attend the AGM, the H Share register of members of the Company will be closed from Monday, 23 June 2025 to Friday, 27 June 2025 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the AGM, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 20 June 2025.
The Company will announce separately on the Shanghai Stock Exchange details of A Shareholders’ eligibility for attending the AGM.
- The Company proposed to distribute a cash dividend of RMB2,143,142,842.18 (tax inclusive) for 2024 (the “2024 Final Dividend”). Based on the total share capital of the Company of 10,934,402,256 Shares as at 31 December 2024, a cash dividend of RMB1.96 (tax inclusive) for every 10 Shares is proposed to be distributed. In case of any changes in the total share capital of the Company before the record date for the implementation of the equity distribution (i.e. 11 July 2025), the Company intends to maintain the total amount of cash dividends unchanged and adjust the cash distribution amount per Share accordingly.
The 2024 Final Dividend will be denominated and declared in RMB, and paid to A Shareholders in RMB and to H Shareholders in HK dollars, respectively. The conversion rate of HK dollar will be determined based on the average benchmark exchange rate for conversion between RMB and HK dollar as announced by the People’s Bank of China for the five working days prior to the date of the AGM.
For the purpose of determining the entitlement of H Shareholders to the 2024 Final Dividend, the H Share register of members of the Company will be closed from Tuesday, 8 July 2025 to Friday, 11 July 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the H Share register of members of the Company on Friday, 11 July 2025 are entitled to the 2024 Final Dividend. In order to be entitled to receive the 2024 Final Dividend, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 7 July 2025. The last trading day for H Shares of the Company before ex-dividend will be Thursday, 3 July 2025, and trading of ex-dividend H Shares shall commence on Friday, 4 July 2025.
The 2024 Final Dividend (if approved by shareholders of the Company at the AGM) is expected to be distributed on or before Thursday, 21 August 2025 to H Shareholders whose names appear on the H Share register of members of the Company on Friday, 11 July 2025.
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NOTICE OF ANNUAL GENERAL MEETING
As for the distribution of the 2024 Final Dividend to the A Shareholders, the record date is Friday, 11 July 2025, and the ex-dividend date and the dividend distribution date are Monday, 14 July 2025. The Company will announce separately on the Shanghai Stock Exchange details of the arrangements regarding the distribution of the 2024 Final Dividend to its A Shareholders.
For Hong Kong investors (including enterprises and individuals) investing in the Company's A Shares via the Shanghai Stock Connect Program, the 2024 Final Dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such A Shares. The record date, the dividend distribution date and other arrangements for investors via the Shanghai Stock Connect Program will be the same as those for the Company's A Shareholders.
For Mainland investors (including enterprises and individuals) investing in the Company's H Shares via the Hong Kong Stock Connect Program, the Shanghai Branch and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominee of the investors of H Shares via the Hong Kong Stock Connect Program, will receive the 2024 Final Dividend distributed by the Company and distribute such 2024 Final Dividend in RMB to the relevant investors of H Shares via the Hong Kong Stock Connect Program through its depositary and clearing system. The record date, the dividend distribution date and other arrangements for investors via the Hong Kong Stock Connect Program will be the same as those for the Company's H Shareholders.
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Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the AGM in respect of such shares.
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Shareholder or his/her proxy shall produce proof of identity when attending the AGM:
(a) 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 or the board of directors or other governing body of the legal person shareholders according to laws; and
(b) Individual shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce effective proof of identity and form of proxy.
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The AGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
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The Office of the Board of Directors of the Company is located at Qinghai Finance Building, Building No. 1, No. 8 Xiying Street, Fengtai District, Beijing, the PRC
Tel: 86 (10) 8092 9800
Fax: 86 (10) 8092 6725
As at the date of this notice, the executive directors of the Company are Mr. WANG Sheng (Chairman) and Mr. XUE Jun (Vice Chairman and President); the non-executive Directors are Mr. YANG Tijun, Ms. LI Hui, Ms. HUANG Yan and Mr. SONG Weigang; and the independent non-executive directors are Mr. LAW Cheuk Kin Stephen, Mr. LIU Li and Mr. MA Zhiming.
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APPENDIX I
WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
Dear Shareholders,
In accordance with the relevant requirements of the Company Law, relevant laws and regulations, and the Articles of Association, the main work activities carried out by the Board in 2024 are hereby reported as follows:
In 2024, the Board engaged in an in-depth study and implementation of Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, as well as the spirits of the third plenary session of the 20th Central Committee of the Communist Party of China (CPC) and the Central Financial Work Conference. It fully implemented the decisions and arrangements made by the CPC Central Committee, the State Council, as well as CIC and Huijin. In active alignment with the regulatory requirements of "strengthening foundation and base, and enforcing strict supervision and management", the Board fulfilled its role in "developing strategies, making decisions and preventing risks", made scientific decisions lawfully and performed its duties efficiently in compliance with the Articles of Association, rules of procedure, and relevant rules and regulations. Centering on the development philosophy of creating a "five-in-one" business model and building a "three plus one" institutional mechanism, the Board upheld the principles of seeking progress while maintaining stability and promoting stability with progress, coordinated the Company's development and security, comprehensively strengthened the building of corporate governance capacity within the Group, and improved the comprehensive risk management and internal control compliance supervision systems, for the purpose of continuously improving the Company's comprehensive financial capability to serve national strategies, implement the "technology finance, green finance, inclusive finance, pension finance, and digital finance", promote the development of the real economy, and offer enhanced services for customers. The Company achieved an annual operating revenue of RMB35.471 billion and a net profit of RMB10.031 billion, with the Group's total assets amounting to RMB737.471 billion, and net assets reaching RMB140.499 billion.
PART I MAIN WORK ACTIVITIES OF THE BOARD IN 2024
I. Strengthening leadership in Party building
The Board prioritised reinforcing the leadership of the CPC in enhancing corporate governance, thereby providing robust political assurance for the high-quality development of the Company. During the reporting period, amendments were made to the Articles of Association to include the additional statement of "prioritising both the reinforcing of the leadership of the CPC and the enhancement of corporate governance, and achieving organic integration, comprehensive advancement, and collaborative and coordinated development", which further facilitated the deep integration of Party building with corporate governance across various aspects such as institutional construction, decision-making processes, and daily operation and management. The Board established and implemented a "front-loading decision" procedure, whereby the Board is required to consult the Company's Party Committee before
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
making significant decisions, which effectively clarified the statutory role of the Party Committee as the "leadership core" within the corporate governance structure. The Board supported the revision by the Company of the Meeting Agenda of the Committee of the Communist Party of China Galaxy Securities Co., Ltd., ensuring the implementation of the Party Committee's "front-loading decision" procedure requirements, and fully leveraging the Party Committee's leadership role in "setting the direction, managing the overall situation, and ensuring implementation".
II. Enhancing Board development
The Board strengthened its development in strict compliance with the relevant requirements such as the Company Law and the Securities Law. Firstly, the structure of the Board was designed in a scientific and reasonable manner. In 2024, the Company promptly completed the replacement of five directors as required. As at 31 December 2024, the Board comprised ten members, including eight external Directors, four of whom served as Independent Directors. The diverse professional backgrounds of the Directors effectively ensured the implementation of the Board's functions and duties as well as its operational effectiveness. Secondly, the fundamental governance system centered around the Board was dynamically improved. In 2024, the Company continued to revise and improve a comprehensive set of corporate governance rules and regulations, including the Articles of Association, to ensure that its corporate governance was in line with the latest regulatory requirements for listed companies and securities firms. Thirdly, the Board operated in a standardised and efficient manner. In 2024, a total of eleven Board meetings were held, during which 65 resolutions were considered and debriefed. The specialised committees of the Board held a total of 26 meetings, and all major resolutions adopted were effectively implemented. Fourthly, the specialised committees of the Board operated in a compliant and orderly manner. Such committees played a crucial role in decision-making and advisory functions in such areas as strategic management, comprehensive risk management, appraisal and incentives, and audit supervision, in accordance with regulations. In 2024, having considered regulatory developments, the Strategy and Development Committee enhanced its oversight and management responsibilities regarding the Company's ESG practices. The Audit Committee improved a regular communication mechanism with the annual audit institution. The Compliance and Risk Management Committee established a mechanism for receiving quarterly reports on the Group's risk management. All Directors leveraged their respective expertise and actively participated in the Company's decision-making processes in accordance with the Articles of Association and relevant rules of procedure. Furthermore, the Board was honored with the "Best Practice Case of the Board of Directors of Listed Companies" award by the China Association for Public Companies for two consecutive years.
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
III. Strengthening the governance system construction
The Board continuously improved systems and optimised mechanisms to better fulfill its role as the primary decision-making body. Firstly, it strengthened the system construction by implementing regulatory provisions such as the Measures for the Management of Independent Directors of Listed Companies. It reviewed and approved a comprehensive set of corporate governance rules and regulations, including the Articles of Association and the Working Rules for Independent Directors, to continuously enhance the institutional framework that ensures the Board operates in a standardised and efficient manner. Secondly, in 2024, the Board initiated the process of electing a new session of the Board in accordance with the Articles of Association. A work plan for the election of the new session of the Board was developed, setting out the coordinated arrangements in relation to, among others, the number of members of the fifth session of the Board and its composition, the steps and procedures of the election, and the principles of nominating the director candidates for election. Through comprehensive communication and close cooperation, the candidates for the new session of the Board were selected. The election of the new session of the Board was approved by the Shareholders at the third extraordinary general meeting of the Company for the year 2024 and successfully completed. The Chairman and Vice Chairman of the Company were elected at the first meeting of the fifth session of the Board. Thirdly, the Company optimised the membership structure of the specialised committees of the Board after taking into account the professional backgrounds of the new directors and regulatory requirements, which enhanced the decision-making processes of the specialised Board committees in a scientific, professional and compliant manner and further supported the performance of duties by the Board.
IV. Executing the Company's strategy
According to the work plan for strategic planning, the Board organised and conducted an interim evaluation of the Company's strategy in 2024, undertaking 17 special research initiatives on various business lines, subsidiaries, and branches. It was recommended that the wealth management business should deeply analyse the trend of the upgraded needs of residents for wealth allocation, strengthen endogenous business growth through in-depth client management, and coordinate account opening, capital increase and investor access requirements, aiming to promote wealth management transformation to a new stage. The investment banking business should strengthen professional reforms and integrated development at home and abroad to support the high-level technological self-reliance and the development of new quality productive forces as both the starting point and the focal point for business development. Guided by an international differentiation strategy, the investment banking business should achieve its own growth and empower clients to transform and upgrade. The institutional business should fundamentally focus on building professional capabilities, deeply consider establishing a business model with relatively stable income, and summarise experiences in responding to phased risk impacts, in order to reduce significant volatility. It should further optimise product offerings, enrich the comprehensive service ecosystem, and further strengthen collaboration with the research business to establish the brand of CGS. The asset management business should seize favourable opportunities, continue to enhance investment research capabilities, improve product quality, and consistently advance
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
the layout of comprehensive business operations. The research business should expand its coverage and influence over domestic and international listed companies, with a view to achieving dual advancements in the quality of research products and services. The heavy capital business, as the stabilising force of the Company's performance, should consistently consolidate and enhance its development outcomes. While effectively controlling risks, it should actively pursue structural adjustments and business innovations, solidify asset quality, and optimise portfolio management. Its scale of the business should align with the Company's capital strength and risk tolerance capacity. As an international extension of both light and heavy capital operations, the international business should prioritise international competitiveness strategically. It should coordinate integrated operations between domestic and overseas markets, manage overseas institutions with a penetrating approach, and strengthen brand building and cultural integration, to create a comprehensive financial service platform in all aspects.
V. Implementing the "Technology Finance, Green Finance, Inclusive Finance, Pension Finance, and Digital Finance"
The Board deeply understood that the "technology finance, green finance, inclusive finance, pension finance, and digital finance" embody a people-centered value orientation and the fundamental purpose of financial services to the real economy, which provides direction for the financial sector to better serve high-quality development. Firstly, the Company was required to focus on addressing challenges and obstacles to enhance the quality and effectiveness of financial technology services, and accurately identify the needs of specialised, refined, distinctive, and innovative small and medium-sized enterprises, as well as other enterprises, to expand direct financing channels for technology-driven enterprises. Secondly, the Company was required to concentrate on the "dual carbon" goals to assist in developing a sound green financial system. This involved incorporating green finance into corporate governance, promoting the comprehensive development of green financial services, and guiding invested companies to transform their production methods. Thirdly, the Company was required to focus on addressing weaknesses, strengthening inclusive financial services, optimising products and services in key areas of inclusive finance, improving a multi-tiered service system, and broadening direct financing channels for small and micro-business entities, to reduce financing costs. Fourthly, the Company was required to focus on meeting real demands by accelerating the development of pension finance. The Company increased innovation around financial products, such as third-pillar pension funds and wealth management products, to promote balanced development among the three pillars of pension insurance. Fifthly, the Company was required to emphasise efficiency and security to foster the development of digital finance. Aligned with its business strategy, the Company should develop a digital transformation strategy, define the goals, blueprints and roadmaps for implementation of the transformation, and conduct comprehensive planning for organisational structure, resource allocation, and cultural development.
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
VI. Comprehensive risk management
The Board continued to develop and refine a comprehensive risk management system that met the requirements of a modern investment bank from an integrated perspective of the Group. It strengthened the centralised and unified measurement and monitoring of risks and deepened the consistency of core mechanisms, measures, and methods for risk management between the parent and subsidiary companies. The Board consistently enhanced the professional capabilities in risk management, significantly improved the “intelligence” level of risk management, and strengthened targeted risk prevention and control in key areas. It also reinforced the management processes of risk monitoring, early warning, investigation, analysis and reporting, and improved emergency management for extreme risks.
The Board deeply implemented the spirit of “strengthening the foundation and base, enforcing strict supervision and strict management” by continuously enhancing compliance and internal control construction, thereby solidifying the foundation for the development of the Company and ensuring the standardised and orderly operation of various business activities. The Board persistently promoted the establishment of sound compliance management mechanisms and systems, advanced integrated compliance management at home and abroad, and restructured appropriate management systems within the Group, which supported the compliant operation and ecosystem construction of the wealth management business. The Board also improved the management systems for practitioners’ investment behavior, strengthened risk control for employees’ professional practices, and enhanced the vertical management of compliance personnel in branches, thus laying a solid foundation for the Company’s continuous, healthy, and stable development.
The Board continuously improved a risk-oriented internal control management system, developed an internal control assessment and optimisation work plan, and clearly defined key control areas, which consistently enhanced the level of internal control. It reviewed and improved internal control systems and business management mechanisms, identified key risk points and control measures, optimised internal control manuals, and improved the efficiency and effectiveness of internal control. The Board focused on conducting retrospective self-examinations and inspections of key institutions, critical business processes and new business developments, continuously improved the automation of internal control assessments, and strengthened the design of control measures and the effectiveness of their implementation.
VII. Management of subsidiaries
The Board remained committed to building a subsidiary management system that is “clear, accessible, and manageable”. It advanced the establishment of sound management systems for overseas institutions and improved the authorisation system and proposal review mechanism of CGS International. The Board strengthened integrated management between the parent and subsidiary companies, comprehensively revised the risk vertical management mechanism for subsidiaries, and unified the management dimensions of the parent and subsidiary companies. It also formulated a plan for the construction of CGS International’s risk data and systems, and adopted a coordinated approach to the planning and development of an information data center, a risk data mart, and an integrated risk control system for both domestic and international operations.
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
VIII. Information disclosure
In 2024, the Board fulfilled the obligation of information disclosure in strict compliance with the requirements of relevant laws and regulations, such as the HKSE Listing Rules, the SSE Listing Rules, and the Administrative Measures for Information Disclosure of Listed Companies. In 2024, a total of 332 announcements were prepared for disclosure in the A-share and H-share markets, including 151 A-share announcements and 181 H-share announcements. There were no instances of supplementary, corrective, or revised announcements, maintaining a “zero-error” record in information disclosure. The Company received the highest rating of A in the information disclosure work evaluation by the SSE for the years 2023-2024.
IX. Investor relations
The Board attaches great importance to investor relations management. The Company has established an investor relations management platform that includes multiple communication channels (such as on-site meetings, telephone communications and online interactions) and covers various communication methods (including results briefings, investor research receptions, the Company's website, investor hotlines, and email communications), and actively engaged with investors through participation in the SSE's e-Interaction platform, investor group reception days, and attendance at sell-side institutional investment strategy meetings or investment forums to strengthen communication and interaction with investors, which increased the Company's transparency, and ensured that investors could gain an understanding of the Company in a timely, accurate, and comprehensive manner. In 2024, the Company coordinated with domestic and international analysts to hold one large-scale research conference and four small-scale research conferences (including one focused on foreign investment), participated in six international investment banking summits and domestic brokerage strategy meetings, and conducted over 20 one-on-one meetings with analysts, collectively hosting more than a hundred analysts and investors. The Company organised three results briefings for all investors using methods such as video conferences and online text interactions.
X. Related party transactions
The Board conducted related party transactions strictly according to the SSE Listing Rules, the HKSE Listing Rules, the Regulations on the Management of Corporate Information Disclosure, and the Measures for the Administration of Related Party Transactions. The related party transactions adhered to the principles of fairness, transparency, and impartiality, and the signing of the agreements for related party transactions followed the principles of equality, voluntariness, equivalence, and compensation. The Board continuously strengthened the confirmation of related parties, compliance review of related party transactions, and the organisation and decision-making of significant related party transactions. It strictly implemented the requirements for Independent Directors to express independent opinions on major related party transactions and for related Directors to abstain from voting, thereby safeguarding the legitimate rights and interests of all Shareholders.
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
XI. Holding general meetings
In accordance with the requirements of laws, regulations, and the Articles of Association, the Board diligently fulfilled its role as the convener of general meetings. In 2024, a total of four general meetings were convened, including one annual general meeting and three extraordinary general meetings, with 33 resolutions submitted for consideration, all of which were approved. The Board actively and effectively organised the implementation of various resolutions passed at general meetings, successfully completing tasks such as the election of the new Board, settlement of remuneration of senior management, profit distribution, and the reappointment of accounting firms. Furthermore, the Board strictly implemented the Plan on Authorisation Granted by the General Meeting to the Board of Directors, and no event in excess of authorisation occurred in 2024.
PART II WORK HIGHLIGHTS FOR 2025
2025 is the final year of the "14th Five-Year Plan". The Board will adhere to the guidance of Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, and resolutely implement the decisions and arrangements made at the 20th National Congress of the CPC and the second and third plenary sessions of the 20th Central Committee of the CPC, as well as the annual work plans of CIC and Huijin, aiming to complete the Strategic Development Plan (2023-2025) of China Galaxy Securities and draft the new strategic planning outline and measures properly. The Board will maintain the general principle of seeking progress while ensuring stability, and fully, accurately and comprehensively implement the concept of high-quality development. Being customer-centric, it will focus on core responsibilities and principal business, make every effort to promote reforms and innovations while firmly upholding the bottom line of preventing major risks. The Board aims to continuously transform the Company's high-quality development achievements into the "development index" of national prosperity, the "happiness index" of people's lives, and the "growth index" of the Company's advancement.
I. Implementing the decisions and arrangements of the CPC Central Committee and the State Council, and advancing work to serve national strategies as well as the "technology finance, green finance, inclusive finance, pension finance, and digital finance"
In 2025, the Board will continue to focus on the major decisions and arrangements made by the CPC Central Committee and the State Council, fulfilling its role as the "guardian" of the capital market and returning to the fundamentals of its business to achieve high-quality development. In line with the objectives of the "technology finance, green finance, inclusive finance, pension finance, and digital finance", the Board will concentrate on enhancing the Company's ability to serve national strategies and support the development of the real economy. It will continuously improve the work system for serving national strategies, and
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WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
motivate and guide grassroots frontline employees to strengthen their awareness of serving national strategies. Furthermore, the Board will further refine the mechanism that integrates Party leadership with corporate governance to enhance the Company's capacity for sustained and stable development.
II. Successfully concluding the Strategic Development Plan (2023-2025) of China Galaxy Securities, and studying the formulation of a new strategic plan
In 2025, the Board will strengthen the implementation of the Strategic Development Plan (2023-2025) of China Galaxy Securities and make greater efforts to conduct an overall assessment of its execution, so as to ensure the successful conclusion of the strategic plan. Concurrently, building upon the lessons learned from the previous strategic execution and aligning with the national "15th Five-Year Plan" and the strategic development requirements of the CIC system, the Board will further intensify research efforts to accurately "identify" new pathways for the Company's development, and facilitate the Company and assist it in organising the research and formulation of a new round of strategic development planning.
III. Continuously strengthening Board development, and timely improving and optimising corporate governance structure and governance system in accordance with external regulatory requirements
In 2025, the Board will further enhance its own development. It will dynamically improve the basic corporate governance system centered around the Articles of Association in accordance with regulatory requirements and the actual development of the Company to further leverage the dual advantages of Party leadership and modern corporate governance, which will advance the development of corporate governance to a new stage. Simultaneously, the Board will continue to focus on reforming the corporate governance mechanism, and optimise the governance structure in a timely manner according to the latest regulatory requirements, so as to further refine the corporate governance mechanism that ensures statutory rights and responsibilities, transparent rights and responsibilities, coordinated operation, and effective checks and balances.
IV. Continuously strengthening comprehensive risk management and improving the risk control management system in accordance with the requirements of regulators and shareholders
In 2025, the Board will resolutely implement the requirements of CIC and regulatory guidance and firmly establish a bottom-line mindset, striving to create a comprehensive risk management system that is adapted to the new development pattern. The Board will strengthen risk assessment, balance development, efficiency and security, and maintain a prudent and stable risk appetite from a strategic perspective. The Board will improve group-wide, systematic, and information-based risk management policies and strategies, allocate risk resources reasonably, and increase the timeliness and foresight of risk supervision. It will effectively prevent and mitigate various risk challenges, and enhance the integrated management capacity of risk measurement, control and prevention.
APPENDIX I
WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
V. Implementing the “investor-oriented” philosophy and strengthening information disclosure, investor relations, market capitalisation management, etc., to further enhance the quality of the listed company
In 2025, the Board will further implement the “investor-oriented” philosophy and deepen the development of standardised operational mechanisms: it will adhere to domestic and international regulatory requirements for listed companies in great depth and continue to improve the quality of information disclosure both domestically and internationally. The Board will further improve the investor relations management system, expand the coverage of investor services, and continually improve mechanisms for the protection of small and medium-sized investors. It will accelerate the construction of the Company’s market capitalisation management system and improve the dividend distribution mechanism, aiming to significantly enhance investor returns with top-tier investment performance.
VI. Consistently enhancing the duty performance of Directors and advancing the scientific foundation of Board decisions to ensure the steady growth of the Company
In 2025, the Board will continue to strengthen the duty performance of the Directors and advance the scientific foundation of Board decisions. The Board will organise the Directors to participate in cutting-edge legal, financial, and accounting training programs. It will support external Directors in conducting in-depth research on the Company’s business, management, and industry peers. The Board will actively seek professional opinions from external Directors/experts to provide insights for decision-making. It will refine the decision-making mechanisms by further optimising rules of procedure and decision-making processes to ensure efficient and precise decision-making of the Company, which will solidify the foundation for the Company’s stable and long-term development.
VII. Improving the Company’s sustainable development governance structure, enhancing ESG information disclosure, and strengthening environmental and climate risk management
In 2025, the Board will further enhance the decision-making and supervisory functions of the Board’s specialised committees concerning ESG matters. By referencing regulatory requirements and considering the actual situation of corporate governance, the Board will further improve the “supervisory level – management level – execution level” organisational system based on the existing governance framework. An ESG Management Committee will be established under the Executive Committee to undertake relevant responsibilities. The Board will systematically review the institutional building and management practices of the Company on key ESG issues and independently publish management declaration documents to systematically address rating indicator requirements. It will also establish a management mechanism and institutional measures for environmental and climate risks, integrating these risks into the risk appetite management framework.
The work report of the Board of Directors for 2024 was considered and approved at the third meeting (regular) of the fifth session of the Board of the Company on 28 March 2025 and is hereby proposed at the general meeting for consideration.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
Dear Shareholders,
Throughout the year, with strong support from the Shareholders, the Board, the Supervisory Committee, and the business management fulfilled their respective roles effectively, and continued to promote the reform and development of the Company. The Company maintained stable operating results, with its industry ranking continuing to improve. The Group achieved a consolidated operating revenue of RMB35.471 billion and a net profit attributable to the parent company of RMB10.031 billion. In 2024, the Group ranked 4th in the industry in terms of revenue and 5th in terms of net profit attributable to the parent company, remaining consistent compared to the previous year.
In accordance with the responsibilities and requirements specified in the Company Law, the Securities Law, the regulations of the CSRC, the SSE and Hong Kong Stock Exchange, and the Articles of Association, the Supervisory Committee implemented the decisions and arrangements made by the higher authorities and the Party Committee of the Company. Guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Supervisory Committee deeply understood and implemented the spirits of the 20th National Congress of the Communist Party of China (CPC) and the second and third plenary sessions of the 20th Central Committee of the CPC, and diligently carried out the decisions and arrangements made by the Central Economic Work Conference and the Central Financial Work Conference. The Supervisory Committee provided high-quality management recommendations in promoting the implementation of the Party Committee's decisions and spirits, facilitating the cost reduction, quality improvement, and efficiency enhancement of the Company, improving the group-level control mechanisms, and enhancing the quality and effectiveness of strategic execution, and safeguarded the legitimate rights and interests of Shareholders, the Company, and employees, which effectively promoted the Company's standardised and stable operation. The main work activities carried out by the Supervisory Committee in 2024 are hereby reported as follows:
I. MEETINGS AND ATTENDANCE DURING THE REPORTING PERIOD
(I) Meetings and attendance of the Supervisory Committee
The Supervisory Committee organised and held eight meetings, approving a total of 21 resolutions. The details are as follows:
- The 2024 first meeting (regular) of the fourth session of the Supervisory Committee was convened on 28 March 2024, at which the Resolution on Considering the 2023 Annual Work Report of the Supervisory Committee of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2024 Key Tasks of the Supervisory Committee of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2023 Annual Report of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2023 Final Accounts Plan of China Galaxy Securities Co., Ltd., the
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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
Resolution on Considering the 2023 Profit Distribution Plan of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2023 Compliance Report of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2023 Risk Management Report of China Galaxy Securities Co., Ltd., the Resolution on Considering the 2023 Internal Control Evaluation Report of China Galaxy Securities Co., Ltd., and the Resolution on Considering the 2023 Social Responsibility and Environmental, Social and Governance Report of China Galaxy Securities Co., Ltd. were considered and adopted, and a report regarding the solicitation of opinions from all employees by employees representative Supervisors, the Report on 2023 Anti-Money Laundering of China Galaxy Securities Co., Ltd. and the 2023 Integrity Management Report of China Galaxy Securities Co., Ltd. were heard.
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The 2024 second meeting (regular) of the fourth session of the Supervisory Committee was convened on 29 April 2024, at which the Resolution on Considering the First Quarterly Report of 2024 of China Galaxy Securities Co., Ltd., and the Resolution on Considering the 2024 Work Plan of China Galaxy Securities Co., Ltd. were considered and adopted, and the Financial and Capital Headquarters' Report on leaders' duty performance benefits and business expenses for 2023 and budgeting for 2024 was heard.
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The 2024 third meeting (extraordinary) of the fourth session of the Supervisory Committee was convened on 31 May 2024, at which the Resolution on Considering the Relevant Arrangement for Interim Profit Distribution for 2024, and the Resolution on the Increase of Registered Capital of the Company and the Amendments to the Articles of Association were considered and adopted.
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The 2024 fourth meeting (regular) of the fourth session of the Supervisory Committee was convened on 29 August 2024, at which the Resolution on Considering the 2024 Interim Report of China Galaxy Securities Co., Ltd., and the Resolution on Considering the 2024 Interim Profit Distribution Plan of China Galaxy Securities Co., Ltd. were considered and adopted.
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The 2024 fifth meeting (extraordinary) of the fourth session of the Supervisory Committee was convened on 30 September 2024, at which the Resolution on Relevant Adjustments to the 2024 Work Plan of China Galaxy Securities Co., Ltd. was considered and adopted.
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The 2024 sixth meeting (regular) of the fourth session of the Supervisory Committee was convened on 30 October 2024, at which the Resolution on Considering the Third Quarterly Report of 2024 of China Galaxy Securities Co., Ltd. was considered and adopted.
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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
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The 2024 seventh meeting (extraordinary) of the fourth session of the Supervisory Committee was convened on 6 December 2024, at which the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027, and the Resolution on the Recommendation of Candidates for Supervisors of the Fifth Session of the Supervisory Committee of China Galaxy Securities Co., Ltd. were considered and adopted.
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The first meeting (extraordinary) of the fifth session of the Supervisory Committee was convened on 30 December 2024, at which the Resolution on the Election of Ms. Qu Yanping as the Chairwoman of the Fifth Session of the Supervisory Committee of China Galaxy Securities Co., Ltd., and the Resolution on the Composition of the Performance Supervision and Inspection Committee and the Financial Supervision and Inspection Committee of the Supervisory Committee of China Galaxy Securities Co., Ltd. were considered and adopted.
The attendance of Supervisors at meetings of the Supervisory Committee is as follows:
| Name of Supervisor | Position | Required Attendance in 2024 | Actual Attendance in 2024 |
|---|---|---|---|
| Qu Yanping | Chairwoman of the Supervisory Committee | 8 | 8 |
| Wei Guoqiang (resigned) | Shareholder Supervisor | 7 | 7 |
| Tao Libin | External Supervisor | 8 | 8 |
| Chen Jijiang | Employee Supervisor | 8 | 8 |
| Fan Minfei (resigned) | Employee Supervisor | 7 | 7 |
| Fan Wenbo (appointed) | Shareholder Supervisor | 1 | 1 |
| Wang Dansen (appointed) | Employee Supervisor | 1 | 1 |
(II) General meetings and attendance
During the reporting period, the Company convened the first extraordinary general meeting for 2024 on 23 January 2024, the 2023 annual general meeting on 28 June 2024, the second extraordinary general meeting for 2024 on 28 November 2024, and the third extraordinary general meeting for 2024 on 30 December 2024. All Supervisors attended all the four general meetings. The Supervisory Committee submitted three resolutions, namely the Resolution on Consideration of the Allowance Standard for External Supervisors, the 2023 Annual Work Report of the Supervisory Committee, and the Resolution on Proposing to the General Meeting for the Election of the Shareholder Supervisors and External Supervisors of the Fifth Session of the Supervisory Committee.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
II. MAJOR WORK OF THE SUPERVISORY COMMITTEE DURING THE REPORTING PERIOD
In accordance with the relevant requirements of the Articles of Association and the Measures for the Supervision of the Supervisory Committee, the Supervisory Committee strengthened its role in strategic guidance. It focused on performance supervision, financial supervision, risk compliance and internal control supervision, and information disclosure supervision, worked to effectively translate supervisory achievements into actionable improvements, continuously promoted the establishment of a comprehensive risk management system, and remained committed to exercising its supervisory duties and responsibilities in a lawful, compliant, and scientifically effective manner.
(I) Oversight of the performance of duties
During the reporting period, two meetings of the Performance Supervision and Inspection Committee under the Supervisory Committee were held. Supervisors attended the meetings of the Board and its specialised committees, as well as relevant meetings of the business management as non-voting participants, maintained written records of the attendances of and any speeches made by the members of the Board and business management at such meetings, supervised the legality and compliance for convening of meetings, review and approval of resolutions, and decision-making process, and kept abreast of the operation and management of the Company and the progress of implementing significant decisions and arrangements.
- Exercising the oversight of the performance of duties by the Board and its members. The Board held twelve meetings and 26 specialised committee meetings throughout the year. Supervisors attended all the on-site meetings and supervised the whole process of the procedures for convening the Board meetings to ensure compliance with laws and regulations.
The Supervisory Committee believed that in 2024, the Board performed its duties in accordance with the requirements of the Company Law, the Articles of Association, and the Rules of Procedures of the Board of Directors, adhered to market regulatory policies of the Mainland China and Hong Kong, and maintained standardised operations in such aspects as corporate governance, information disclosure, and investor relations. Directors were able to perform their duties diligently and give full play to their professional advantages to actively express their opinions. No Directors of the Company were found to have violated laws, regulations, or the Articles of Association, nor were they found to have harmed the legitimate rights and interests of the Shareholders, the Company, or employees, when performing their corporate duties.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
- Exercising the oversight of the performance of duties by the business management and its members. The business management held 34 Executive Committee meetings throughout the year, and Supervisors attended 28 on-site meetings. The Supervisory Committee reviewed the semi-annual performance reports of the senior management officers, organised and listened to the reports given by relevant functional departments such as corporate strategy, finance, risk, audit, compliance, and case prevention, and raised inquiries about key issues. The Supervisory Committee made a true and objective evaluation of the duty performance of the senior management officers in aspects such as the compliance with laws and regulations, due diligence, and their ability to perform duties, and offered management recommendations to the business management of the Company.
The Supervisory Committee believed that in 2024, the business management of the Company implemented the decisions of the Party Committee and the Board of the Company with firm determination, and actively promoted the implementation of various decisions as required under the arrangement of the higher authorities, thereby better improving its performance ranking. The Company did not have any major risk events throughout the year. The senior management officers of the Company were able to perform duties conscientiously. No senior management officers were found to have violated laws, regulations, or the Articles of Association, nor were they found to have harmed the legitimate rights and interests of the Shareholders, the Company, or employees, while performing their corporate duties.
- Focusing on the performance of duties and the implementation of decisions by the Board, the business management and their respective members to conduct a more scientific and standardised evaluation of duty performance. In accordance with the regulatory requirements set forth by the higher authorities and regulations such as the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management, and Practitioners of Securities and Fund Management Institutions, the Supervisory Committee oversaw the performance of duties by the Board, the business management, and their respective members in an objective and fair manner. Through various methods, including attending meetings as non-voting participants, listening to reports, holding seminars and special meetings on duty performance, and participating in duty performance-related interviews, and in consideration of objective factors such as lawful and compliant performance of duties, being diligent and responsible, protection of shareholders' rights, and role effectiveness, the Supervisory Committee conducted a more scientific and effective evaluation of duty performance, and delivered evaluation results for the leading team and personnel, equity Directors, and senior management officers, thereby promoting the Board, the senior management, and their respective members to conscientiously shoulder responsibilities and perform their duties.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
-
Organising economic liability audits of senior management officers. In accordance with the Articles of Association and regulations such as the Provisions on the Economic Liability Audits of Major Leading Cadres of the Party and Government and Leading Personnel of State-owned Enterprises, the Supervisory Committee focused on the economic liabilities of leading cadres. An external accounting firm conducted an off-office audit for one senior management officer, and submitted the audit report in accordance with regulatory requirements, which further promoted the standardised exercise of power by leading cadres.
-
Exercising the oversight of the duty performance-related benefits and business expenditure of the leading team members. In compliance with the requirements of higher authorities and external regulators, the Supervisory Committee received reports from the finance and capital department regarding the budget for performance of duties by the leading team members of the Company for 2024 and the implementation of such budget for 2023, and strengthened its daily supervision of duty performance-related benefits and business expenditures of the leading team members of the Company, which effectively fulfilled its supervisory role.
(II) Financial oversight
During the reporting period, eight meetings of the Financial Supervision and Inspection Committee under the Supervisory Committee were held. The Supervisory Committee closely monitored significant financial incomes and expenditures, important financial decision-making matters, the implementation of accounting policies, the completion of major financial and operating indicators of the Company, and management advice on an annual audit of the Company, etc., which facilitated the Company to continuously enhance the quality of its financial information and the standard of financial management.
- Reviewing periodic reports and issuing independent audit opinions. The contents and format of the annual, half-year, and quarterly reports of the Company were compliant with the regulations of regulatory authorities, which could reflect the actual situation of the operation and management as well as the financial position of the Company in a true, accurate and complete manner. The preparation and review procedures of the reports were compliant with relevant laws, regulations, the Articles of Association, and the requirements of the internal management rules of the Company. No personnel involved in the preparation and review of the reports was found in any violation of the provisions of confidentiality.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
-
Reviewing financial-related resolutions to strengthen the effectiveness of oversight on the decision-making and implementation of major financial matters. Using the review of significant financial income and expenditure activities and important financial decision-making matters as entry point, the Supervisory Committee reviewed the resolutions on the annual business and financial plan, final accounts plan and profit distribution plan of the Company and other resolutions, paid attention to significant issues and changes in related data, and listened to special reports from relevant financial controller on key operational performance indicators and financial indicators, thereby promoting the improvement of asset and liability management.
-
Strengthening communication and exchanges with external auditors to enhance the relevance and effectiveness of financial oversight. The Supervisory Committee received reports from external accounting firms on the audit of the Company's annual report, and engaged in in-depth discussions with them regarding the overall work of the Company's annual audit and audit conclusions, analysis of performance, the truthfulness and effectiveness of financial information, key factors affecting annual profits, and major concerns of audit, etc. Such reports gave an objective view of the financial position and operating results of the Company.
-
Tracking the use of proceeds and the status of capital replenishment, and paying close attention to the reasonableness of the Company's capital liability structure. The Supervisory Committee issued a statement by all supervisors of the issuer in respect of the issuance of corporate bonds in 2024, and provided review opinions and confirmation opinions respectively on the truthfulness, accuracy, and completeness of the application documents for issuance.
-
Promoting cost reduction, quality improvement, and efficiency enhancement in the Company by conducting a financial special inspection. In accordance with responsibilities stipulated by regulators, the Supervisory Committee implemented the meeting spirit and political responsibility of "getting used to keeping the belts tightened". From the perspective of promoting more scientific and reasonable cost reduction and efficiency enhancement, as well as strengthening budget constraints, implementation and supervision, the Supervisory Committee conducted a special inspection on the implementation of the Company's expense budget, provided management recommendations, and prepared a special inspection reports for submission to the leadership.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
(III) Oversight of risk compliance and internal control
The Supervisory Committee oversaw the effectiveness of risk compliance and internal control management, promoted the Company to persistently establish and improve a “clear, accessible and manageable” risk prevention and control system, and firmly held on to the bottom line of zero systemic risk.
-
Reviewing reports to issue independent supervisory opinions. The Supervisory Committee reviewed the Annual Compliance Report, the Annual Risk Management Report, and the Annual Internal Control Evaluation Report of the Company, received the report from the Chief Compliance Officer regarding the Company’s compliance management, anti-money laundering, and integrity management, and issued supervisory opinions based on its comprehensive understanding of the current situation of compliance management, risk management, and internal control management of the Company.
-
Strengthening the oversight of money laundering risk management of the Company to enhance its capabilities in anti-money laundering. Pursuant to the Guidelines for the Management of Money Laundering and Terrorist Financing Risks by Corporate Financial Institutions and other regulatory requirements, the Supervisory Committee paid close attention to rectifications in respect of the anti-money laundering law enforcement and inspection conducted by the PBOC and on-site inspections conducted by the CSRC Beijing Bureau, maintained regular communication with the Chief Compliance Officer and the Legal and Compliance Department, and effectively increased the initiatives of governing parties to perform their duties on anti-money laundering and the standard of their duty performance, so as to jointly promote the further enhancement of the Company’s capabilities in managing money laundering risks.
-
Listening to the report on special issues of risk management of the Company to implement supervisory responsibilities of comprehensive risk management. The Supervisory Committee promoted the effectiveness of risk compliance and internal control management, listened to the reports from the Risk Management Department regarding major and potential risks faced by the Company, and paid particular attention to risk-related matters, including risk prevention and control in critical areas, and disclosure of risk incidents, which played an active role in facilitating the proper handling of risk events by the Company.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
- Paying attention to the deficiencies found in the evaluation of internal control and rectification of problems and issuing supervision reports. The Supervisory Committee listened to the report on deficiencies found in the evaluation of internal control and rectification of problems in 2023 from the head of the Audit Department, provided supervisory recommendations, and prepared an annual supervisory report on deficiencies found in the evaluation of internal control and rectification of problems, which was then sent to the business management.
(IV) Oversight of information disclosure
The Supervisory Committee firmly implemented regulatory requirements and strengthened its role in the supervision of information disclosure. The Supervisory Committee actively supported, cooperated with, and supervised the Board to make information disclosure for performing the obligation of the Company as a A+H listed company. The Company disclosed 332 announcements and other information, including periodic reports, related party transactions, and corporate governance documents, in a true, accurate, and complete manner.
(V) Investigation and research
In line with the requirements for follow-up inspections by the Central Committee and internal audit rectifications, the Supervisory Committee formed a research group to conduct supervisory research on Galaxy International Holdings and CGS International and attend the "Management Summit of CGS International for 2024 Fiscal Year". Through listening to the reports from the management team of CGS International and conducting in-depth interviews with personnel stationed there, the research group prepared a research report on CGS International, provided management recommendations, and submitted them to the management.
(VI) Democratic supervision
In accordance with the requirements of the Articles of Association and the Rules of Procedures of the Supervisory Committee, the employee Supervisors solicited opinions from all employees of the Company before the regular meetings of the Supervisory Committee, and reported the employees' appeals to the Supervisory Committee at regular meetings. The Supervisory Committee, after discussion, sent such appeals to relevant departments for their study and urged them to give replies in respect thereof, which gave full play to the function of democratic supervision in solving the problems reflected by employees on a collective basis and effectively safeguarded their rights and interests.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
(VII) Learning and training
All Supervisors participated in special trainings for Directors and Supervisors according to training plan, including the Special Training Session on the Company Law, the Special Training Session on the Regulations for Strengthening the Supervision of Listed Securities Companies, the Special Training on ESG Policy Trends and Current Status of Peer Management in 2024, the Anti-money Laundering Training for Directors, Supervisors and Senior Management in 2024, the Investor Protection and Investor Relations, as well as the Answers to Questions Related to Handling Criminal Cases of Financial Fraud, with a total of 25 participants and 125 class hours, and all Supervisors completed the annual learning objectives.
(VIII) Election of a new Supervisory Committee
With the support of Shareholders and the Company's Party Committee, the Supervisory Committee completed the election of the fifth session of the Supervisory Committee, the chairman of the Supervisory Committee and the committees under the Supervisory Committee, as well as other governance procedures in December 2024, and the number and composition of the Supervisory Committee and its committee were in compliance with the provisions of the Articles of Association.
III. OPINIONS GIVEN BY THE SUPERVISORY COMMITTEE WITH RESPECT TO THE RELEVANT ISSUES OF THE COMPANY
(I) Periodic reports
During the reporting period, the Supervisory Committee supervised the Company's periodic reports, diligently fulfilled its supervisory and inspection duties, and expressed the review opinions as follows:
- The content and format of the Company's periodic reports complied with the requirements of regulators, and truthfully, accurately and comprehensively reflect the actual situation of the Company's operation, management, and financial conditions;
- The preparation and review procedures for the Company's periodic reports conformed to relevant laws, regulations, the Articles of Association, and the internal management rules and regulations of the Company;
- No personnel involved in the preparation and review of the periodic reports of the Company was found in any violation of the provisions of confidentiality.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
(II) Related party transactions
During the reporting period, the Supervisory Committee supervised important matters such as the management of the Company’s related party transactions, seriously performed the duties of supervision and inspection, and expressed the review opinions regarding the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027 as follows: The Company’s review and voting procedures regarding the related party transactions were in compliance with relevant laws, regulations, and the Articles of Association, and the voting results were legitimate and valid.
IV. EVALUATION OF THE PERFORMANCE OF DUTIES BY SUPERVISORS
During the reporting period, all Supervisors voluntarily complied with laws, regulations, regulatory rules, and the Articles of Association, insisted on faithfully and diligently performing their duties as Supervisors in compliance with laws, and had good professional ethics and standards, integrity, and business capability. The Supervisory Committee performed its duties to supervise the Board, the business management and their respective members, as well as the operation and management of the Company, attended meetings of the Supervisory Committee as scheduled according to the Company’s governance procedures and requirements, and earnestly considered and voted on resolutions. The Supervisors attended general meetings according to law, participated in the Board meetings, and other important operation and management meetings as non-voting participants, seriously listened to and reviewed relevant reports, and provided supervisory opinions and recommendations. With a focus on serving national strategies and the overall goal of high-quality development for the Company, the Supervisory Committee enhanced its political position of supervision and the ability to perform duties, completed a substantial amount of work in various aspects, including implementing the decisions and arrangements made by higher authorities and the Company, improving and optimising systems and mechanisms, conducting in-depth investigations and research, facilitating the Company to increase its governance standard, and strengthening the Supervisory Committee’s self-development. The Supervisory Committee completed its supervisory duties well, earnestly safeguarded the rights and interests of the Shareholders and employees, and made positive contributions to the scientific and healthy development of the Company.
APPENDIX II
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024
V. KEY TASKS OF THE SUPERVISORY COMMITTEE IN 2025
Based on the duties conferred by the Company Law and the Articles of Association, the Supervisory Committee will further introduce targeted supervisory work and enhance the effectiveness thereof for the purpose of better improving the quality and efficiency of the Company and achieving high-quality development.
(I) The Supervisory Committee will supervise the implementation by the Board of resolutions adopted by the general meetings, and the exercise of powers and the performance of obligations by the Board in operation and management, and major decision-making in accordance with law; supervise the implementation by the business management of relevant resolutions adopted by the general meetings, the Board, and the Supervisory Committee, and the performance of operation and management duties within their terms of reference; and supervise the due performance of duties by Directors and senior management of the Company in accordance with the practice norms and restrictions on duty performance.
(II) Oversight of the authenticity of financial reports. The Supervisory Committee will strengthen the review of financial information such as periodic report, profit distribution plan, and final accounts plan, and inspect the legal compliance of preparation and review procedures of financial reports according to law, with an aim to improve financial management standards of the Company.
(III) Oversight of risk compliance and internal control management. The Supervisory Committee will supervise the implementation by the Company of regulatory requirements and the penetration management of risk compliance and internal control, and pay attention to the implementation of rectification of issues and the improved results brought by the management advice.
(IV) The Supervisory Committee will supervise the performance by the Board, the business management, and relevant personnel of the Company of their duties of information disclosure pursuant to relevant requirements, the implementation of the information disclosure management system and the management system of insiders with inside information, as well as the information disclosure of the Company.
(V) The Supervisory Committee will conduct investigations and research based on the business focus of the Company and according to its annual investigation and research plan, and provide supervisory recommendations or management advice in respect thereof.
(VI) The Supervisory Committee will strengthen its capability of duty performance and complete the tasks for annual training in accordance with the annual training plan.
The work report of the Supervisory Committee for 2024 was considered and approved at the second meeting (regular) of the fifth session of the Supervisory Committee of the Company on 28 March 2025 and is hereby proposed at the general meeting for consideration.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
CHINA GALAXY SECURITIES CO., LTD.
DUTY REPORT OF THE INDEPENDENT
DIRECTOR FOR 2024 (LAW CHEUK KIN STEPHEN)
Dear Shareholders,
In accordance with the relevant provisions of the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the HKSE Listing Rules, the SSE Listing Rules, and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations, and in my role as an Independent Director of Galaxy Securities, I hereby present the report on the main work activities for the year 2024 as follows:
I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR
I have been an Independent Director of the Company since June 2020. My detailed biography is set out in the 2024 Annual Report of China Galaxy Securities Co., Ltd. disclosed by the Company on 28 March 2025.
My part-time employment is as follows:
| Positions in Other Entities | |||
|---|---|---|---|
| Name | Position | Name of Organisation | Position |
| LAW Cheuk Kin Stephen | Independent Director | ANS Capital | Managing director |
| China Everbright Limited | Independent director | ||
| Somerley Capital Holdings Limited | Independent director | ||
| CSPC Pharmaceutical Group Limited | Independent director | ||
| Keymed Biosciences Inc. | Independent director |
Statement of my independence: I perform my duties independently, and have no connected relationship with the substantial Shareholders or de facto controller of the Company or other entities or individuals having any interest in the Company. There are no circumstances that will affect my independence. My independence is in compliance with the relevant requirements of the Measures for the Management of Independent Directors of Listed Companies and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
II. PERFORMANCE OF DUTIES FOR THE YEAR
(I) Attendance at Board meetings and general meetings
In 2024, the Company held four general meetings and eleven Board meetings. All resolutions considered at the said Board meetings were approved, and I voted in favour of the resolutions during the voting process, with no opposing or abstention votes. My attendance at the Board meetings and general meetings is shown in the table below:
| Name | Attendance at Board meetings | |||||
|---|---|---|---|---|---|---|
| Required attendance at Board meetings | Number of resolutions voted | Attendance in person | Attendance by proxy | Absence | Attendance at general meetings | |
| LAW Cheuk Kin Stephen | 11 | 55 | 9 | 2 | 0 | 2 |
(II) Attendance at meetings of the specialised committees under the Board and special meetings of Independent Directors
In 2024, the positions held by me on the specialised committees under the Board are as follows:
| Name | Position |
|---|---|
| LAW Cheuk Kin Stephen | Member of each of the Audit Committee and the Nomination and Remuneration Committee |
In 2024, I proactively attended meetings of the specialised committees and seriously performed my duties in accordance with the rules of procedure of the specialised committees under the Board. In 2024, the Company held seven meetings of the Nomination and Remuneration Committee, seven meetings of the Audit Committee, and one special meeting of Independent Directors. The convening and holding of the meetings adhered to the legal procedures, and the decision-making on relevant matters followed the necessary approval processes and disclosure obligations, which complied with the provisions of laws, regulations, and the Articles of Association. I carefully examined the meeting documents and conducted a thorough review of the relevant proposals, providing professional opinions and advice to the Board for informed decision-making. I effectively fulfilled the responsibilities and obligations of an Independent Director. My attendance at the meetings of the specialised committees under the Board and the special meetings of Independent Directors is as follows:
| Name | Nomination and Remuneration Committee | Audit Committee | Special Meeting of Independent Directors |
|---|---|---|---|
| LAW Cheuk Kin Stephen | 6/7 | 6/7 | 1/1 |
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(III) Exercise of powers as an Independent Director
In 2024, I effectively reviewed and supervised matters in relation to the production and operations of the Company, its related party transactions, internal controls, and other relevant issues. When necessary, I made inquiries with relevant departments and personnel within the Company. I actively participated in special training sessions for and exchange of opinions with Directors, fully utilised my professional experience and expertise, and provided independent opinions in a lawful, objective, and comprehensive manner.
(IV) Communication with internal and external auditors
In 2024, in my role as a member of the Audit Committee of the Company, I exercised my authority in accordance with the law and closely monitored the key tasks of the Company's audit. Together with the other members of the Audit Committee, I maintained communication with the internal audit departments and the responsible leaders of the Company, and supervised the effective implementation by the Company of its internal control systems and the assessment of their effectiveness. I maintained close contact with the external auditors engaged by the Company, namely Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young, engaged in discussions specifically focused on the audit plan and key audit tasks at the beginning of the year, and urged them to diligently fulfill their responsibilities as external auditors, ensuring the audit process and results were objective and fair. I also participated in the performance evaluation of the external auditors.
(V) Communication with minority Shareholders
For the year 2024, I actively fulfilled my responsibilities as an Independent Director by utilising my own professional expertise to make independent judgments during the daily performance of duties, thereby effectively safeguarding the legitimate rights and interests of minority Shareholders. I engaged in more direct communication and exchange of opinions with minority Shareholders through the attendance at general meetings and interim results performance briefings, which further enhanced the efficiency and effectiveness of communication with minority Shareholders.
(VI) Working on-site at and cooperation with the Company
In 2024, I spent over 15 working days on-site at the Company. I actively participated in general meetings, Board meetings, and specialised committee meetings, maintaining ongoing communication with the management of the Company. I acquired first-hand information through various channels, such as attending the Company's annual work meetings, participating in daily communication meetings with Directors, and conducting research visit to Galaxy International Holdings, to gain a deeper understanding of the business development of the Company, its compliance operations and financial management, and the implementation of Board resolutions and strategic planning, enabling me to provide well-grounded recommendations for the sound operation and long-term development of the Company. The management of the Company highly valued communication and the exchange of opinions with Independent Directors, and provided full support for me in carrying out my duties as an Independent Director, which offered the necessary cooperation and support for my performance of duties.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
III. KEY ISSUES CONCERNING THE PERFORMANCE OF DUTIES FOR THE YEAR
(I) Related party transactions
In 2024, the Company managed related party transactions in strict compliance with the HKSE Listing Rules, the SSE Listing Rules, and the Measures for the Administration of Related Party Transactions of the Company. On 6 December 2024, the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027 was considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. After a careful review of the information relating to the above resolution, I was of the view that the resolution on related party transactions would not have a material adverse impact on the Company and its financial condition or operational results. There were no circumstances that would harm the interests of the Company and its Shareholders, especially minority Shareholders, as a whole. The aforementioned resolution had been previously reviewed and approved by the special meeting of Independent Directors and the Audit Committee of the Board prior to its submission to the Board meeting.
(II) External guarantees and misappropriation of funds
In 2024, the Company did not provide any external guarantees in violation of the prescribed procedures, nor did it provide any guarantees for the controlling shareholder and its related parties. There was no misappropriation of funds by the controlling shareholder or its related parties for non-operating purposes.
(III) Nomination and assessment of Directors and senior management
On 23 January 2024, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Company and the Resolution on Considering the Appointment of Mr. Liu Bing as the Board Secretary of the Company were considered and adopted at the 24th meeting (extraordinary) of the fourth session of the Board of the Company, respectively. On 28 March 2024, the Resolution on Considering the Resignation of Mr. Wu Guofang as a Business Director and a Member of the Executive Committee of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company. On 29 April 2024, the Resolution on the Appointment of Mr. Zhang Ruibing as a Business Director and a Member of the Executive Committee of the Company and the Resolution on the Appointment of Mr. Wu Peng as a Business Director and a Member of the Executive Committee of the Company were considered and adopted at the 26th meeting (regular) of the fourth session of the Board of the Company, respectively. On 13 June 2024, the Resolution on the Recommendation of Mr. Ma Zhiming as the Candidate for an Independent Director of the Company was considered and adopted at the 28th meeting (extraordinary) of the fourth session of the Board of the Company. On 6 December 2024, the Resolution on the Recommendation of the Candidates for Directors of the Fifth Session of the Board of Directors of China Galaxy Securities Co., Ltd. and the Resolution on Considering the 2023 Assessment Results of the Chief Compliance Officer by the Board of Directors were considered and adopted at the 33rd
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
meeting (extraordinary) of the fourth session of the Board of the Company. On 30 December 2024, the Resolution on Considering the Appointment of Mr. Wang Sheng as the Chairman of the Board of Directors of the Company, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Board of Directors of the Company, and the Resolution on the Reappointment of the Senior Management and the Composition of the Executive Committee of the Company were considered and adopted at the first meeting (extraordinary) of the fifth session of the Board of the Company.
I was of the view that the nomination, appointment, and departure procedures mentioned above were in compliance with the relevant provisions of laws, regulations, and the Articles of Association. I also had no objections to the 2023 assessment results of the Chief Compliance Officer of the Company.
(IV) Performance forecast and preliminary results
In 2024, the Company did not publish any performance forecast and preliminary results as no statutory disclosure standards in relation thereto were triggered.
(V) Appointment of accounting firms
On 28 March 2024, the Resolution on the Appointment of the 2024 External Auditors of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board, pursuant to which it was agreed to appoint Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young as the external auditors of the Company for 2024 for the provision of related audit services and review services in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external audit fee for 2024 was RMB5.52 million, of which RMB0.6 million was for the agreed-upon procedure in the first and third quarters, RMB1.5 million for the interim review, RMB2.965 million for the annual audit, RMB0.34 million for the annual internal control audit, and RMB0.115 million for assurance services relating to the environment, society and governance. On 28 June 2024, the resolution was considered and adopted at the 2024 annual general meeting of the Company.
I was of the view that Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young possessed the experience and capability to provide audit services for the Company, the appointment of the above accounting firms was in line with the Company's requirements for audit work, and the decision-making procedure of the appointment was in compliance with laws and regulations and the Articles of Association, which did not harm the interests of the Company and its Shareholders. I agreed to their appointment as the Company's external auditors for 2024, and the submission of the resolution to the general meeting of the Company for consideration.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(VI) Cash dividends and other returns for investors
On 28 March 2024, the Resolution on Considering the 2023 Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB2.20 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares for the year 2023, totalling RMB2,405,568,496.32 (tax inclusive), and the resolution was submitted to the general meeting for consideration. On 28 June 2024, the resolution was considered and adopted at the 2023 annual general meeting of the Company. On 29 August 2024, the Resolution on Considering the 2024 Interim Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 30th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB0.84 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares, totalling RMB918,489,789.50 (tax inclusive). On 28 November 2024, the resolution was considered and adopted at the second extraordinary general meeting for the year 2024.
I was of the view that the 2023 profit distribution plan and the 2024 interim profit distribution plan were in compliance with relevant laws and regulations, normative documents, and the actual situation of the Company, were beneficial for the long-term development of the Company, and were in the interest of the Shareholders as a whole and their long-term interests. I agreed with the aforementioned profit distribution plans and the submission of the same to the general meeting for consideration.
(VII) Plans for the change or waiver of undertakings by listed company and relevant parties
In 2024, neither the Company nor the relevant parties changed or waived any undertakings.
(VIII) Implementation of information disclosure
In 2024, the Company performed its information disclosure obligations in strict compliance with the relevant laws and regulations, including the HKSE Listing Rules, the SSE Listing Rules and the Administrative Measures for Information Disclosure of Listed Companies. The content of announcements was true, accurate, complete, and contained no false representations, misleading statements or material omissions. This guaranteed that the information was disclosed in a timely and fair manner, ensured that investors kept abreast of the significant matters of the Company in a timely manner, and effectively protected the legitimate rights and interests of the Shareholders.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(IX) Implementation of internal control
In 2024, the Company improved internal control mechanisms, standardised business processes, and improved management systems in accordance with regulatory requirements to ensure that internal control was carried out during the full process from decision-making, implementation to monitoring, and covered all business and management sectors of the Company. The Company has established and effectively implemented internal control mechanisms for the businesses and matters within the scope of internal control effectiveness assessment, and thus achieved its goal of internal control.
I was of the view that after carefully reviewing the 2023 Internal Control Evaluation Report, there was no material defect in the Company’s internal control over the financial reporting, nor was there any material defect in the Company’s internal control over non-financial reporting, as at the reference date of the internal control evaluation report. The Company has maintained, in all material respects, effective internal control in accordance with the standards and systems for internal control of enterprises and their relevant provisions.
(X) Operation of the Board and its specialised committees
In 2024, the Board and its specialised committees carried out their work in accordance with laws and regulations, the Articles of Association and the rules of procedures. The specialised committees fully fulfilled the decision-making and consulting functions, provided professional advice on significant matters required for discussion and decision, and assisted the Board in making decisions in a scientific manner.
I was of the view that the Board and its specialised committees operated in compliance with laws and regulations. All significant matters were fully discussed and reviewed, decisions were made in a scientific and efficient manner, and the Board and its specialised committees performed their duties as decision-making institutions.
(XI) Other matters that need to be improved in the opinion of Independent Director
In 2024, I raised no objection to any resolution of the Board or of any specialised committee.
IV. OVERALL EVALUATION
In 2024, I carried out my responsibilities with dedication, fully fulfilled my obligations of integrity and diligence, and earnestly performed my duties in accordance with the requirements of relevant laws, regulations and the Articles of Association, thereby promoting the standardised operations and healthy development of the Company, and effectively safeguarding the overall interests of the Company and the legitimate rights and interests of all Shareholders.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
CHINA GALAXY SECURITIES CO., LTD.
DUTY REPORT OF THE INDEPENDENT DIRECTOR FOR 2024 (LIU LI)
Dear Shareholders,
In my role as an Independent Director of Galaxy Securities, and in accordance with the relevant provisions of the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the HKSE Listing Rules, the SSE Listing Rules, and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations, I have kept abreast of the operation and management of the Company in a timely manner, conscientiously fulfilled the duties of an Independent Director, and exercised my responsibilities with utmost dedication and diligence. As the Chairman of the Nomination and Remuneration Committee, a member of the Strategy and Development Committee, and a member of the Audit Committee, I have worked together with other members of the specialised committees to safeguard the Company's governance health and effective operations, so as to further enhance the corporate governance of the Company.
I hereby present the report on the main work activities for the year 2024 as follows:
I. BASIC INFORMATION
I have been an Independent Director of Galaxy Securities since January 2024. My detailed biography is set out in the 2024 Annual Report of China Galaxy Securities Co., Ltd. disclosed by the Company on 28 March 2025.
My part-time employment is as follows:
| Positions in Other Entities | |||
|---|---|---|---|
| Name of Organisation | Position | ||
| Name | Position | Metallurgical Corporation of China Ltd. | Independent director |
| LIU Li | Independent Director | China Cinda Asset Management Co., Ltd. | External supervisor |
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Statement of my independence: I perform my duties independently, and have no connected relationship with the substantial Shareholders or de facto controller of the Company or other entities or individuals having any interest in the Company. There are no circumstances that will affect my independence. My independence is in compliance with the relevant requirements of the Measures for the Management of Independent Directors of Listed Companies and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations.
II. PERFORMANCE OF DUTIES FOR THE YEAR
(I) Attendance at Board meetings and general meetings
In 2024, the Company held four general meetings and eleven Board meetings. All resolutions considered at the said Board meetings were approved, and I voted in favour of the resolutions during the voting process, with no opposing or abstention votes. My attendance at the Board meetings and general meetings is shown in the table below:
| Name | Required attendance at Board meetings | Attendance at Board meetings | ||||
|---|---|---|---|---|---|---|
| Number of resolutions voted | Attendance in person | Attendance by proxy | Absence | Attendance at general meetings | ||
| LIU Li | 11 | 55 | 11 | 0 | 0 | 3 |
(II) Attendance at meetings of the specialised committees under the Board and special meetings of Independent Directors
In 2024, the positions held by me on the specialised committees under the Board are as follows:
| Name | Position |
|---|---|
| LIU Li | Chairman of the Nomination and Remuneration Committee, and a member of each of the Strategy and Development Committee and the Audit Committee |
In 2024, I proactively convened meetings of the Nomination and Remuneration Committee, attended meetings of the specialised committees and seriously performed my duties in accordance with the rules of procedure of the specialised committees under the Board. In 2024, the Company held seven meetings of the Nomination and Remuneration Committee, seven meetings of the Audit Committee, seven meetings of the Strategy and Development Committee, and one special meeting of Independent Directors. The convening and holding of the meetings adhered to the legal procedures, and the decision-making on relevant matters followed the necessary approval processes and disclosure obligations, which complied with the
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
provisions of laws, regulations, and the Articles of Association. I carefully examined the meeting documents and conducted a thorough review of the relevant proposals, providing professional opinions and advice to the Board for informed decision-making. I effectively fulfilled the responsibilities and obligations of an Independent Director. My attendance at the meetings of the specialised committees and the special meetings of Independent Directors is as follows:
| Name | Nomination and Remuneration Committee | Audit Committee | Strategy and Development Committee | Special Meeting of Independent Directors |
|---|---|---|---|---|
| LIU Li | 6/6 | 7/7 | 7/7 | 1/1 |
(III) Exercise of powers as an Independent Director
In 2024, I effectively reviewed and supervised matters in relation to the production and operations of the Company, its related party transactions, internal controls, and other relevant issues. When necessary, I made inquiries with relevant departments and personnel within the Company. I actively participated in special training sessions for and exchange of opinions with Directors, fully utilised my professional experience and expertise, and provided independent opinions in a lawful, objective, and comprehensive manner.
(IV) Communication with internal and external auditors
In 2024, in my role as a member of the Audit Committee of the Company, I exercised my authority in accordance with the law and closely monitored the key tasks of the Company's audit. Together with the other members of the Audit Committee, I maintained communication with the internal audit departments and the responsible leaders of the Company, and supervised the effective implementation by the Company of its internal control systems and the assessment of their effectiveness. I maintained close contact with the external auditors engaged by the Company, namely Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young, engaged in discussions specifically focused on the audit plan and key audit tasks at the beginning of the year, and urged them to diligently fulfill their responsibilities as external auditors, ensuring the audit process and results were objective and fair. I also participated in the performance evaluation of the external auditors.
(V) Communication with minority Shareholders
In 2024, I actively fulfilled my responsibilities as an Independent Director by utilising my own professional expertise to make independent judgments during the daily performance of duties, thereby effectively safeguarding the legitimate rights and interests of minority Shareholders. I engaged in more direct communication and exchange of opinions with minority Shareholders through the attendance at three general meetings and annual results performance briefings held by the Company in 2024, which further enhanced the efficiency and effectiveness of communication with minority Shareholders.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(VI) Working on-site at and cooperation with the Company
In 2024, I spent over 15 working days on-site at the Company. I actively participated in general meetings, Board meetings, and specialised committee meetings, maintaining ongoing communication with the management of the Company. In addition to the abovementioned activities, I conducted research visits on a voluntary basis and acquired first-hand information by successively participating in regular management meetings and strategy meetings of the Company and conducting on-site research visits to the Jilin Branch of Galaxy Securities, the Financial and Capital Headquarters, the Institutional Business Line, and the Wealth Management Line, among others, to gain a deeper understanding of the business development of the Company, its compliance operations and financial management, and the implementation of Board resolutions and strategic planning, enabling me to provide well-grounded recommendations for the sound operation and long-term development of the Company. The management of the Company highly valued communication and the exchange of opinions with Independent Directors, and provided full support for me in carrying out my duties as an Independent Director, which offered the necessary cooperation and support for my performance of duties.
III. KEY ISSUES CONCERNING THE PERFORMANCE OF DUTIES FOR THE YEAR
(I) Related party transactions
In 2024, the Company managed related party transactions in strict compliance with the HKSE Listing Rules, the SSE Listing Rules, and the Measures for the Administration of Related Party Transactions of the Company. On 6 December 2024, the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027 was considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. After a careful review of the information relating to the above resolution, I was of the view that the resolution on related party transactions would not have a material adverse impact on the Company and its financial condition or operational results. There were no circumstances that would harm the interests of the Company and its Shareholders, especially minority Shareholders, as a whole. The aforementioned resolution had been previously reviewed and approved by the special meeting of Independent Directors and the Audit Committee of the Board prior to its submission to the Board meeting.
(II) External guarantees and misappropriation of funds
In 2024, the Company did not provide any external guarantees in violation of the prescribed procedures, nor did it provide any guarantees for the controlling shareholder and its related parties. There was no misappropriation of funds by the controlling shareholder or its related parties for non-operating purposes.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(III) Nomination and assessment of Directors and senior management
On 23 January 2024, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Company and the Resolution on Considering the Appointment of Mr. Liu Bing as the Board Secretary of the Company were considered and adopted at the 24th meeting (extraordinary) of the fourth session of the Board of the Company, respectively. On 28 March 2024, the Resolution on Considering the Resignation of Mr. Wu Guofang as a Business Director and a Member of the Executive Committee of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company. On 29 April 2024, the Resolution on the Appointment of Mr. Zhang Ruibing as a Business Director and a Member of the Executive Committee of the Company and the Resolution on the Appointment of Mr. Wu Peng as a Business Director and a Member of the Executive Committee of the Company were considered and adopted at the 26th meeting (regular) of the fourth session of the Board of the Company, respectively. On 13 June 2024, the Resolution on the Recommendation of Mr. Ma Zhiming as the Candidate for an Independent Director of the Company was considered and adopted at the 28th meeting (extraordinary) of the fourth session of the Board of the Company. On 6 December 2024, the Resolution on the Recommendation of the Candidates for Directors of the Fifth Session of the Board of Directors of China Galaxy Securities Co., Ltd. and the Resolution on Considering the 2023 Assessment Results of the Chief Compliance Officer by the Board of Directors were considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. On 30 December 2024, the Resolution on Considering the Appointment of Mr. Wang Sheng as the Chairman of the Board of Directors of the Company, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Board of Directors of the Company, and the Resolution on the Reappointment of the Senior Management and the Composition of the Executive Committee of the Company were considered and adopted at the first meeting (extraordinary) of the fifth session of the Board of the Company.
I was of the view that the nomination, appointment, and departure procedures mentioned above were in compliance with the relevant provisions of laws, regulations, and the Articles of Association. I also had no objections to the 2023 assessment results of the Chief Compliance Officer of the Company.
(IV) Performance forecast and preliminary results
In 2024, the Company did not publish any performance forecast and preliminary results as no statutory disclosure standards in relation thereto were triggered.
(V) Appointment of accounting firms
On 28 March 2024, the Resolution on the Appointment of the 2024 External Auditors of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board, pursuant to which it was agreed to appoint Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young as the external auditors of the Company for 2024 for the provision of related audit services and review services in accordance with the China
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external audit fee for 2024 was RMB5.52 million, of which RMB0.6 million was for the agreed-upon procedure in the first and third quarters, RMB1.5 million for the interim review, RMB2.965 million for the annual audit, RMB0.34 million for the annual internal control audit, and RMB0.115 million for assurance services relating to the environment, society and governance. On 28 June 2024, the resolution was considered and adopted at the 2024 annual general meeting of the Company.
I was of the view that Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young possessed the experience and capability to provide audit services for the Company, the appointment of the above accounting firms was in line with the Company's requirements for audit work, and the decision-making procedure of the appointment was in compliance with laws and regulations and the Articles of Association, which did not harm the interests of the Company and its Shareholders. I agreed to their appointment as the Company's external auditors for 2024, and the submission of the resolution to the general meeting of the Company for consideration.
(VI) Cash dividends and other returns for investors
On 28 March 2024, the Resolution on Considering the 2023 Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB2.20 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares for the year 2023, totalling RMB2,405,568,496.32 (tax inclusive), and the resolution was submitted to the general meeting for consideration. On 28 June 2024, the resolution was considered and adopted at the 2023 annual general meeting of the Company. On 29 August 2024, the Resolution on Considering the 2024 Interim Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 30th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB0.84 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares, totalling RMB918,489,789.50 (tax inclusive). On 28 November 2024, the resolution was considered and adopted at the second extraordinary general meeting for the year 2024.
I was of the view that the 2023 profit distribution plan and the 2024 interim profit distribution plan were in compliance with relevant laws and regulations, normative documents, and the actual situation of the Company, were beneficial for the long-term development of the Company, and were in the interest of the Shareholders as a whole and their long-term interests. I agreed with the aforementioned profit distribution plans and the submission of the same to the general meeting for consideration.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(Ⅶ) Plans for the change or waiver of undertakings by listed company and relevant parties
In 2024, neither the Company nor the relevant parties changed or waived any undertakings.
(Ⅷ) Implementation of information disclosure
In 2024, the Company performed its information disclosure obligations in strict compliance with the relevant laws and regulations, including the HKSE Listing Rules, the SSE Listing Rules and the Administrative Measures for Information Disclosure of Listed Companies. The content of announcements was true, accurate, complete, and contained no false representations, misleading statements or material omissions. This guaranteed that the information was disclosed in a timely and fair manner, ensured that investors kept abreast of the significant matters of the Company in a timely manner, and effectively protected the legitimate rights and interests of the Shareholders.
(IX) Implementation of internal control
In 2024, the Company improved internal control mechanisms, standardised business processes, and improved management systems in accordance with regulatory requirements to ensure that internal control was carried out during the full process from decision-making, implementation to monitoring, and covered all business and management sectors of the Company. The Company has established and effectively implemented internal control mechanisms for the businesses and matters within the scope of internal control effectiveness assessment, and thus achieved its goal of internal control.
I was of the view that after carefully reviewing the 2023 Internal Control Evaluation Report, there was no material defect in the Company's internal control over the financial reporting, nor was there any material defect in the Company's internal control over non-financial reporting, as at the reference date of the Internal Control Evaluation Report. The Company has maintained, in all material respects, effective internal control in accordance with the Basic Standards for Internal Control of Enterprises and their relevant provisions.
(X) Operation of the Board and its specialised committees
In 2024, the Board and its specialised committees carried out their work in accordance with laws and regulations, the Articles of Association and the rules of procedures. The specialised committees fully fulfilled the decision-making and consulting functions, provided professional advice on significant matters required for discussion and decision, and assisted the Board in making decisions in a scientific manner.
I was of the view that the Board and its specialised committees operated in compliance with laws and regulations. All significant matters were fully discussed and reviewed, decisions were made in a scientific and efficient manner, and the Board and its specialised committees performed their duties as decision-making institutions.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(XI) Other matters that need to be improved in the opinion of Independent Director
In 2024, I raised no objection to any resolution of the Board or of any specialised committee.
IV. OVERALL EVALUATION
During 2024, I carried out my responsibilities with dedication, fully fulfilled my obligations of integrity and diligence, and earnestly performed my duties. Looking forward, I will continue to perform my duties as an Independent Director based on the principles of objectivity, fairness and independence, and in accordance with the law, to effectively safeguard the overall interests of the Company and the legitimate rights and interests of all Shareholders.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
CHINA GALAXY SECURITIES CO., LTD.
DUTY REPORT OF THE INDEPENDENT DIRECTOR FOR 2024 (MA ZHIMING)
Dear Shareholders,
In my role as an Independent Director of Galaxy Securities, and in accordance with the relevant provisions of the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the HKSE Listing Rules, the SSE Listing Rules, and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations, I have kept abreast of the operation and management of the Company in a timely manner, conscientiously fulfilled the duties of an Independent Director, and exercised my responsibilities with utmost dedication and diligence. I hereby present the report on the main work activities for the year 2024 as follows:
I. BASIC INFORMATION
I have been an Independent Director of Galaxy Securities since June 2024. My detailed biography is set out in the 2024 Annual Report of China Galaxy Securities Co., Ltd. disclosed by the Company on 28 March 2025.
My part-time employment is as follows:
| Name | Position | Positions in Other Entities | |
|---|---|---|---|
| Name of Organisation | Position | ||
| MA Zhiming | Independent Director | Guanghua School of Management of Peking University | Head of the Department of Accounting |
| RocKontrol Technology Group Co., Ltd. | Independent director | ||
| Jiang Tai Insurance Brokers Co., Ltd. | Independent director |
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Statement of my independence: I perform my duties independently, and have no connected relationship with the substantial Shareholders or de facto controller of the Company or other entities or individuals having any interest in the Company. There are no circumstances that will affect my independence. My independence is in compliance with the relevant requirements of the Measures for the Management of Independent Directors of Listed Companies and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations.
II. PERFORMANCE OF DUTIES FOR THE YEAR
(I) Attendance at Board meetings and general meetings
During my tenure in 2024, the Company held two general meetings and six Board meetings. All resolutions considered at the said Board meetings were approved, and I voted in favour of the resolutions during the voting process, with no opposing or abstention votes. My attendance at the Board meetings and general meetings is shown in the table below:
| Name | Required attendance at Board meetings | Attendance at Board meetings | ||||
|---|---|---|---|---|---|---|
| Number of resolutions voted | Attendance in person | Attendance by proxy | Absence | Attendance at general meetings | ||
| MA Zhiming | 6 | 23 | 6 | 0 | 0 | 2 |
(II) Attendance at meetings of the specialised committees under the Board and special meetings of Independent Directors
During my tenure in 2024, the positions held by me on the specialised committees under the Board are as follows:
| Name | Position |
|---|---|
| MA Zhiming | Member of each of the Strategy and Development Committee, the Audit Committee, the Compliance and Risk Management Committee, and the Nomination and Remuneration Committee |
During my tenure in 2024, I proactively attended meetings of the specialised committees and seriously performed my duties in accordance with the rules of procedure of the specialised committees under the Board. During the period, the Company held four meetings of the Strategy and Development Committee, three meetings of the Compliance and Risk Management Committee, three meetings of the Nomination and Remuneration Committee, four meetings of the Audit Committee, and one special meeting of Independent Directors. The
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
convening and holding of the meetings adhered to the legal procedures, and the decision-making on relevant matters followed the necessary approval processes and disclosure obligations, which complied with the provisions of laws, regulations, and the Articles of Association. I carefully examined the meeting documents and conducted a thorough review of the relevant proposals, providing professional opinions and advice to the Board for informed decision-making. I effectively fulfilled the responsibilities and obligations of an Independent Director. My attendance at the meetings of the specialised committees and the special meetings of Independent Directors is as follows:
| Name | Strategy and Development Committee | Compliance and Risk Management Committee | Nomination and Remuneration Committee | Audit Committee | Special Meeting of Independent Directors |
|---|---|---|---|---|---|
| MA Zhiming | 4/4 | 3/3 | 2/3 | 4/4 | 1/1 |
(III) Exercise of powers as an Independent Director
During my tenure in 2024, I effectively reviewed and supervised matters in relation to the production and operations of the Company, its related party transactions, internal controls, and other relevant issues. When necessary, I made inquiries with relevant departments and personnel within the Company. I actively participated in special training sessions for and exchange of opinions with Directors, fully utilised my professional experience and expertise, and provided independent opinions in a lawful, objective, and comprehensive manner.
(IV) Communication with internal and external auditors
During my tenure in 2024, in my role as a member of the Audit Committee of the Company, I exercised my authority in accordance with the law and closely monitored the key tasks of the Company's audit. Together with the other members of the Audit Committee, I maintained communication with the internal audit departments and the responsible leaders of the Company, and supervised the effective implementation by the Company of its internal control systems and the assessment of their effectiveness. I maintained close contact with the external auditors engaged by the Company, namely Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young, and urged them to diligently fulfill their responsibilities as external auditors, ensuring the audit process and results were objective and fair.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(V) Communication with minority Shareholders
During my tenure in 2024, I actively fulfilled my responsibilities as an Independent Director by utilising my own professional expertise to make independent judgments during the daily performance of duties, thereby effectively safeguarding the legitimate rights and interests of minority Shareholders. I engaged in more direct communication and exchange of opinions with minority Shareholders through the attendance at general meetings, interim results performance briefings and third quarter results performance briefings, which further enhanced the efficiency and effectiveness of communication with minority Shareholders.
(VI) Working on-site at and cooperation with the Company
In 2024, I spent over 15 working days on-site at the Company. I actively participated in general meetings, Board meetings, and specialised committee meetings, maintaining ongoing communication with the management of the Company. In addition to the abovementioned activities, I conducted research visits on a voluntary basis to stay informed about the operations of the Company, and acquired first-hand information through successive on-site research visits to Galaxy Futures, the Financial and Capital Headquarters of Galaxy Securities, the Institutional Business Line, and the Wealth Management Line, among others, to gain a deeper understanding of the business development of the Company, its compliance operations and financial management, and the implementation of Board resolutions and strategic planning, enabling me to provide well-grounded recommendations for the sound operation and long-term development of the Company. The management of the Company highly valued communication and the exchange of opinions with Independent Directors, and provided full support for me in carrying out my duties as an Independent Director, which offered the necessary cooperation and support for my performance of duties.
III. KEY ISSUES CONCERNING THE PERFORMANCE OF DUTIES FOR THE YEAR
(I) Related party transactions
During my tenure in 2024, the Company managed related party transactions in strict compliance with the HKSE Listing Rules, the SSE Listing Rules, and the Measures for the Administration of Related Party Transactions of the Company. On 6 December 2024, the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027 was considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. After a careful review of the information relating to the above resolution, I was of the view that the resolution on related party transactions would not have a material adverse impact on the Company and its financial condition or operational results. There were no circumstances that would harm the interests of the Company and its Shareholders, especially minority Shareholders, as a whole. The aforementioned resolution had been previously reviewed and approved by the special meeting of Independent Directors and the Audit Committee of the Board prior to its submission to the Board meeting.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(II) External guarantees and misappropriation of funds
During my tenure in 2024, the Company did not provide any external guarantees in violation of the prescribed procedures, nor did it provide any guarantees for the controlling shareholder and its related parties. There was no misappropriation of funds by the controlling shareholder or its related parties for non-operating purposes.
(III) Nomination and assessment of Directors and senior management
During my tenure, on 6 December 2024, the Resolution on the Recommendation of the Candidates for Directors of the Fifth Session of the Board of Directors of China Galaxy Securities Co., Ltd. and the Resolution on Considering the 2023 Assessment Results of the Chief Compliance Officer by the Board of Directors were considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. On 30 December 2024, the Resolution on Considering the Appointment of Mr. Wang Sheng as the Chairman of the Board of Directors of the Company, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Board of Directors of the Company, and the Resolution on the Reappointment of the Senior Management and the Composition of the Executive Committee of the Company were considered and adopted at the first meeting (extraordinary) of the fifth session of the Board of the Company.
I was of the view that the nomination, appointment, and departure procedures mentioned above were in compliance with the relevant provisions of laws, regulations, and the Articles of Association. I also had no objections to the 2023 assessment results of the Chief Compliance Officer of the Company.
(IV) Performance forecast and preliminary results
During my tenure in 2024, the Company did not publish any performance forecast and preliminary results as no disclosure standards in relation thereto were triggered.
(V) Cash dividends and other returns for investors
During my tenure, on 29 August 2024, the Resolution on Considering the 2024 Interim Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 30th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB0.84 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares, totalling RMB918,489,789.50 (tax inclusive). On 28 November 2024, the resolution was considered and adopted at the second extraordinary general meeting for the year 2024.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
I was of the view that the 2024 interim profit distribution plan was in compliance with relevant laws and regulations, normative documents, and the actual situation of the Company, were beneficial for the long-term development of the Company, and were in the interest of the Shareholders as a whole and their long-term interests. I agreed with the aforementioned profit distribution plans and the submission of the same to the general meeting for consideration.
(VI) Plans for the change or waiver of undertakings by listed company and relevant parties
During my tenure in 2024, neither the Company nor the relevant parties changed or waived any undertakings.
(VII) Implementation of information disclosure
During my tenure in 2024, the Company performed its information disclosure obligations in strict compliance with the relevant laws and regulations, including the HKSE Listing Rules, the SSE Listing Rules and the Administrative Measures for Information Disclosure of Listed Companies. The content of announcements was true, accurate, complete, and contained no false representations, misleading statements or material omissions. This guaranteed that the information was disclosed in a timely and fair manner, ensured that investors kept abreast of the significant matters of the Company in a timely manner, and effectively protected the legitimate rights and interests of the Shareholders.
(VIII) Implementation of internal control
During my tenure in 2024, the Company improved internal control mechanisms, standardised business processes, and improved management systems in accordance with regulatory requirements to ensure that internal control was carried out during the full process from decision-making, implementation to monitoring, and covered all business and management sectors of the Company. The Company has established and effectively implemented internal control mechanisms for the businesses and matters within the scope of assessment, and thus achieved its goal of internal control.
(IX) Operation of the Board and its specialised committees
During my tenure in 2024, the Board and its specialised committees carried out their work in accordance with laws and regulations, the Articles of Association and the rules of procedures. The specialised committees fully fulfilled the decision-making and consulting functions, provided professional advice on significant matters required for discussion and decision, and assisted the Board in making decisions in a scientific manner.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
I was of the view that the Board and its specialised committees operated in compliance with laws and regulations. All significant matters were fully discussed and reviewed, decisions were made in a scientific and efficient manner, and the Board and its specialised committees performed their duties as decision-making institutions.
(XI) Other matters that need to be improved in the opinion of Independent Director
During my tenure in 2024, I raised no objection to any resolution of the Board or of any specialised committee of the Company.
IV. OVERALL EVALUATION
During 2024, I performed my duties as an Independent Director in an honest, trustworthy and diligent manner, effectively played my role as an Independent Director, earnestly protected the legitimate rights and interests of the shareholders of the listed company, in particular minority Shareholders, and played a positive role in the scientific decision-making and standardised operation of the Board.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
CHINA GALAXY SECURITIES CO., LTD.
DUTY REPORT OF THE INDEPENDENT DIRECTOR FOR 2024 (WANG ZHENJUN)
Dear Shareholders,
As my role as an Independent Director of Galaxy Securities, and in accordance with the relevant provisions of the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the HKSE Listing Rules, the SSE Listing Rules, and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations, I hereby present the report on the main work activities for the year 2024 as follows:
I. BASIC INFORMATION
I have been an Independent Director of Galaxy Securities since 2018. In June 2024, I resigned from the positions of Independent Director and member of each of the Strategy and Development Committee, the Audit Committee, the Nomination and Remuneration Committee, and the Compliance and Risk Management Committee due to the expiration of my term. After resigning from the aforementioned positions, I hold no positions in the Company and its holding subsidiaries. My detailed biography is set out in the annual reports disclosed by the Company in 2023 and previous years.
My part-time employment is as follows:
| Positions in Other Entities | |||
|---|---|---|---|
| Name of | |||
| Name | Position | Organisation | Position |
| WANG Zhenjun | Independent Director | Bank of Dalian Co., Ltd. | Independent Director |
Statement of my independence: I perform my duties independently, and have no connected relationship with the substantial Shareholders or de facto controller of the Company or other entities or individuals having any interest in the Company. There are no circumstances that will affect my independence. My independence is in compliance with the relevant requirements of the Measures for the Management of Independent Directors of Listed Companies and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
II. PERFORMANCE OF DUTIES FOR THE YEAR
(I) Attendance at Board meetings and general meetings
During my tenure in 2024, the Company held one general meeting and four Board meetings. All resolutions considered at the said Board meetings were considered and approved, and I voted in favour of the resolutions during the voting process, with no opposing or abstention votes. My attendance at the Board meetings and general meetings is shown in the table below:
| Name | Attendance at Board meetings | |||||
|---|---|---|---|---|---|---|
| Required attendance at Board meetings | Number of resolutions voted | Attendance in person | Attendance by proxy | Absence | Attendance at general meetings | |
| WANG Zhenjun | 4 | 31 | 4 | 0 | 0 | 1 |
(II) Attendance at meetings of the specialised committees under the Board
During my tenure in 2024, the positions held by me on the specialised committees under the Board are as follows:
| Name | Position |
|---|---|
| WANG Zhenjun | Member of each of the Strategy and Development Committee, the Audit Committee, the Compliance and Risk Management Committee and the Nomination and Remuneration Committee |
During my tenure in 2024, I proactively attended meetings of the specialised committees and seriously performed my duties in accordance with the rules of procedure of the specialised committees under the Board. During the period, the Company held three meetings of the Strategy and Development Committee, two meetings of the Compliance and Risk Management Committee, three meetings of the Nomination and Remuneration Committee, and three meetings of the Audit Committee. The convening and holding of the meetings adhered to the legal procedures, and the decision-making on relevant matters followed the necessary approval processes and disclosure obligations, which complied with the provisions of laws, regulations, and the Articles of Association. I carefully examined the meeting documents and conducted a thorough review of the relevant proposals, providing professional opinions and advice to the
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Board for informed decision-making. I effectively fulfilled the responsibilities and obligations of an Independent Director. My attendance at the meetings of the specialised committees is as follows:
| Name | Strategy and Development Committee | Compliance and Risk Management Committee | Nomination and Remuneration Committee | Audit Committee |
|---|---|---|---|---|
| WANG Zhenjun | 3/3 | 2/2 | 3/3 | 3/3 |
(III) Exercise of powers as an Independent Director
During my tenure in 2024, I effectively reviewed and supervised matters in relation to the production and operations of the Company, its related party transactions, internal controls, and other relevant issues. When necessary, I made inquiries with relevant departments and personnel within the Company. I actively participated in special training sessions for and exchange of opinions with Directors, fully utilised my professional experience and expertise, and provided independent opinions in a lawful, objective, and comprehensive manner.
(IV) Communication with internal and external auditors
During my tenure in 2024, in my role as a member of the Audit Committee of the Company, I exercised my authority in accordance with the law and closely monitored the key tasks of the Company's audit. Together with the other members of the Audit Committee, I maintained communication with the internal audit departments and the responsible leaders of the Company, and supervised the effective implementation by the Company of its internal control systems and the assessment of their effectiveness. I maintained close contact with the external auditors engaged by the Company, namely Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young, engaged in discussions specifically focused on the audit plan and key audit tasks at the beginning of the year, and urged them to diligently fulfill their responsibilities as external auditors, ensuring the audit process and results were objective and fair. I also participated in the performance evaluation of the external auditors.
(V) Communication with minority Shareholders
During my tenure in 2024, I actively fulfilled my responsibilities as an Independent Director by utilising my own professional expertise to make independent judgments during the daily performance of duties, thereby effectively safeguarding the legitimate rights and interests of minority Shareholders. I engaged in more direct communication with minority Shareholders through the attendance at the general meetings held by the Company during my tenure in 2024, which further enhanced the efficiency and effectiveness of communication with minority Shareholders.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(VI) Working on-site at and cooperation with the Company
In 2024, I spent over 8 working days on-site at the Company. I actively participated in general meetings, Board meetings, and specialised committee meetings, and maintained ongoing communication with the management of the Company, to provide well-grounded recommendations for the sound operation and long-term development of the Company. The management of the Company highly valued communication and the exchange of opinions with Independent Directors, and provided full support for me in carrying out my duties as an Independent Director, which offered the necessary cooperation and support for my performance of duties.
III. KEY ISSUES CONCERNING THE PERFORMANCE OF DUTIES FOR THE YEAR
(I) Related party transactions
During my tenure in 2024, the Company managed related party transactions in strict compliance with the HKSE Listing Rules, the SSE Listing Rules, and the Measures for the Administration of Related Party Transactions of the Company, carried out its continuing related party transactions with Galaxy Financial Holdings as required, and conducted special tracking and statistical analysis, ensuring that the continuing related party transactions were conducted in compliance with laws.
(II) External guarantees and misappropriation of funds
During my tenure in 2024, the Company did not provide any external guarantees in violation of the prescribed procedures, nor did it provide any guarantees for the controlling shareholder and its related parties. There was no misappropriation of funds by the controlling shareholder or its related parties for non-operating purposes.
(III) Nomination of Directors and senior management
During my tenure, on 23 January 2024, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Company and the Resolution on Considering the Appointment of Mr. Liu Bing as the Board Secretary of the Company were considered and adopted at the 24th meeting (extraordinary) of the fourth session of the Board of the Company, respectively. On 28 March 2024, the Resolution on Considering the Resignation of Mr. Wu Guofang as a Business Director and a Member of the Executive Committee of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company. On 29 April 2024, the Resolution on the Appointment of Mr. Zhang Ruibing as a Business Director and a Member of the Executive Committee of the Company and the Resolution on the Appointment of Mr. Wu Peng as a Business Director and a Member of the Executive Committee of the Company were considered and adopted at the 26th meeting (regular) of the fourth session of the Board of the Company, respectively.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
I was of the view that the nomination, appointment, and departure procedures mentioned above were in compliance with the relevant provisions of laws, regulations, and the Articles of Association.
(IV) Performance forecast and preliminary results
During my tenure in 2024, the Company did not publish any performance forecast and preliminary results as no disclosure standards in relation thereto were triggered.
(V) Appointment of accounting firms
On 28 March 2024, the Resolution on the Appointment of the 2024 External Auditors of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board, pursuant to which it was agreed to appoint Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young as the external auditors of the Company for 2024 for the provision of related audit services and review services in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external audit fee for 2024 was RMB5.52 million, of which RMB0.6 million was for the agreed-upon procedure in the first and third quarters, RMB1.5 million for the interim review, RMB2.965 million for the annual audit, RMB0.34 million for the annual internal control audit, and RMB0.115 million for assurance services relating to the environment, society and governance. On 28 June 2024, the resolution was considered and adopted at the 2024 annual general meeting of the Company.
I was of the view that Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young possessed the experience and capability to provide audit services for the Company, the appointment of the above accounting firms was in line with the Company's requirements for audit work, and the decision-making procedure of the appointment was in compliance with laws and regulations and the Articles of Association, which did not harm the interests of the Company and its Shareholders. I agreed to their appointment as the Company's external auditors for 2024, and the submission of the resolution to the general meeting of the Company for consideration.
(VI) Cash dividends and other returns for investors
On 28 March 2024, the Resolution on Considering the 2023 Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB2.20 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares for the year 2023, totalling RMB2,405,568,496.32 (tax inclusive), and the resolution was submitted to the general meeting for consideration. On 28 June 2024, the resolution was considered and adopted at the 2023 annual general meeting of the Company.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
I was of the view that the 2023 profit distribution plan was in compliance with relevant laws and regulations, normative documents, and the actual situation of the Company, were beneficial for the long-term development of the Company, and were in the interest of the Shareholders as a whole and their long-term interests. I agreed with the aforementioned profit distribution plans and the submission of the same to the general meeting for consideration.
(VII) Plans for the change or waiver of undertakings by listed company and relevant parties
During my tenure in 2024, neither the Company nor the relevant parties changed or waived any undertakings.
(VIII) Implementation of information disclosure
During my tenure in 2024, the Company performed its information disclosure obligations in strict compliance with the relevant laws and regulations, including the HKSE Listing Rules, the SSE Listing Rules and the Administrative Measures for Information Disclosure of Listed Companies. The content of announcements was true, accurate, complete, and contained no false representations, misleading statements or material omissions. This guaranteed that the information was disclosed in a timely and fair manner, ensured that investors kept abreast of the significant matters of the Company in a timely manner, and effectively protected the legitimate rights and interests of the Shareholders.
(IX) Implementation of internal control
During my tenure in 2024, the Company improved internal control mechanisms, standardised business processes, and improved management systems in accordance with regulatory requirements to ensure that internal control was carried out during the full process from decision-making, implementation to monitoring, and covered all business and management sectors of the Company. The Company has established and effectively implemented internal control mechanisms for the businesses and matters within the scope of internal control effectiveness assessment, and thus achieved its goal of internal control.
I was of the view that after carefully reviewing the 2023 Internal Control Evaluation Report, there was no material defect in the Company's internal control over the financial reporting, nor was there any material defect in the Company's internal control over non-financial reporting, as at the reference date of the Internal Control Evaluation Report. The Company has maintained, in all material respects, effective internal control in accordance with the Basic Standards for Internal Control of Enterprises and their relevant provisions.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(X) Operation of the Board and its specialised committees
During my tenure in 2024, the Board and its specialised committees carried out their work in accordance with laws and regulations, the Articles of Association and the rules of procedures. The specialised committees fully fulfilled the decision-making and consulting functions, provided professional advice on significant matters required for discussion and decision, and assisted the Board in making decisions in a scientific manner.
I was of the view that the Board and its specialised committees operated in compliance with laws and regulations. All significant matters were fully discussed and reviewed, decisions were made in a scientific and efficient manner, and the Board and its specialised committees performed their duties as decision-making institutions.
(XI) Other matters that need to be improved in the opinion of Independent Director
During my tenure in 2024, I raised no objection to any resolution of the Board or of any specialised committee of the Company.
IV. OVERALL EVALUATION
During my tenure in 2024, I carried out my responsibilities with dedication, fully fulfilled my obligations of integrity and diligence, and earnestly performed my duties in accordance with relevant laws, regulations, and the Articles of Association, thereby promoting the standardised operations and healthy development of the Company, and effectively safeguarding the overall interests of the Company and the legitimate rights and interests of all Shareholders. In June 2024, I resigned from the positions of Independent Director and member of each of the Strategy and Development Committee, the Audit Committee, the Nomination and Remuneration Committee, and the Compliance and Risk Management Committee due to the expiration of my six-year term. I take this opportunity to wish the Company continued success in optimising its governance structure, improving governance mechanisms, and establishing a solid foundation for sustained, stable, and high-quality development.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
CHINA GALAXY SECURITIES CO., LTD.
DUTY REPORT OF THE INDEPENDENT DIRECTOR FOR 2024 (LIU CHUN)
Dear Shareholders,
In my role as an Independent Director of Galaxy Securities, and in accordance with the relevant provisions of the Code of Corporate Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, the HKSE Listing Rules, the SSE Listing Rules, and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies - Standardised Operations, I have conscientiously fulfilled the duties of an Independent Director, and exercised my responsibilities with utmost dedication and diligence. As the Chairwoman of the Audit Committee, a member of the Compliance and Risk Management Committee, and a member of the Nomination and Remuneration Committee, I have carried out my work concerning the review of the Company's financial information, oversight of internal controls, management of related party transactions, coordination between internal audit departments and external auditors, as well as the compliance and risk management of the Company, and review of qualifications for candidates for Directors and senior management, which provided effective support for the Board's informed decision-making.
I hereby present the report on the main work activities for the year 2024 as follows:
I. BASIC INFORMATION
I have been an Independent Director of Galaxy Securities since February 2019. In February 2025, I resigned from the positions of Independent Director of the Company, the Chairwoman of the Audit Committee, and a member of each of the Compliance and Risk Management Committee and the Nomination and Remuneration Committee of the Board due to the expiration of my term. After resigning from the aforesaid positions, I hold no position in the Company and its holding subsidiaries. My detailed biography is set out in the 2024 Annual Report of China Galaxy Securities Co., Ltd. disclosed by the Company on 28 March 2025.
My part-time employment is as follows:
| Positions in Other Entities | |||
|---|---|---|---|
| Name of Organisation | Position | ||
| Name | Position | Wonder Information Co., Ltd. | Deputy general manager of the finance centre |
| LIU Chun | Independent Director | Hexie Health Insurance Co., Ltd. | Director |
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Statement of my independence: I perform my duties independently, and have no connected relationship with the substantial Shareholders or de facto controller of the Company or other entities or individuals having any interest in the Company. There are no circumstances that will affect my independence. My independence is in compliance with the relevant requirements of the Measures for the Management of Independent Directors of Listed Companies and the Guidelines No. 1 of the Shanghai Stock Exchange for Self-regulation of Listed Companies – Standardised Operations.
II. PERFORMANCE OF DUTIES FOR THE YEAR
(I) Attendance at Board meetings and general meetings
In 2024, the Company held four general meetings and eleven Board meetings. All resolutions considered at the said Board meetings were considered and approved, and I voted in favour of the resolutions during the voting process, with no opposing or abstention votes.
My attendance at the Board meetings and general meetings is shown in the table below:
| Name | Attendance at Board meetings | |||||
|---|---|---|---|---|---|---|
| Required attendance at Board meetings | Number of resolutions voted | Attendance in person | Attendance by proxy | Absence | Attendance at general meetings | |
| LIU Chun | 11 | 55 | 11 | 0 | 0 | 4 |
(II) Attendance at meetings of the specialised committees under the Board and the special meetings of Independent Directors
In 2024, the positions held by me on the specialised committees under the Board are as follows:
| Name | Position |
|---|---|
| LIU Chun | Chairwoman of the Audit Committee, and a member of each of the Compliance and Risk Management Committee and the Nomination and Remuneration Committee |
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
In 2024, I proactively convened meetings of the Audit Committee, attended meetings of the specialised committees and seriously performed my duties in accordance with the rules of procedure of the specialised committees under the Board. In 2024, the Company held five meetings of the Compliance and Risk Management Committee, seven meetings of the Nomination and Remuneration Committee, seven meetings of the Audit Committee, and one special meeting of Independent Directors. The convening and holding of the meetings adhered to the legal procedures, and the decision-making on relevant matters followed the necessary approval processes and disclosure obligations, which complied with the provisions of laws, regulations, and the Articles of Association. I carefully examined the meeting documents and conducted a thorough review of the relevant proposals, providing professional opinions and advice to the Board for informed decision-making. I effectively fulfilled the responsibilities and obligations of an Independent Director. My attendance at the meetings of the specialised committees and the special meetings of Independent Directors is as follows:
| Name | Compliance and Risk Management Committee | Nomination and Remuneration Committee | Audit Committee | Special Meeting of Independent Directors |
|---|---|---|---|---|
| LIU Chun | 5/5 | 7/7 | 7/7 | 1/1 |
(III) Exercise of powers as an Independent Director
In 2024, I effectively reviewed and supervised matters in relation to the production and operations of the Company, its related party transactions, internal controls, and other relevant issues. When necessary, I made inquiries with relevant departments and personnel within the Company. I actively participated in special training sessions for and exchange of opinions with Directors, fully utilised my professional experience and expertise, and provided independent opinions in a lawful, objective, and comprehensive manner.
(IV) Communication with internal and external auditors
In 2024, in my role as a Chairwoman of the Audit Committee of the Company, I exercised my authority in accordance with the law, diligently performed my duties, and closely monitored the key tasks of the Company's audit. Together with the other members of the Audit Committee, I maintained communication with the internal audit departments and the responsible leaders of the Company, and supervised the effective implementation by the Company of its internal control systems and the assessment of their effectiveness. I maintained close contact with the external auditors engaged by the Company, namely Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young, engaged in discussions specifically focused on the audit plan and key audit tasks at the beginning of the year, and urged them to diligently fulfill their responsibilities as external auditors, ensuring the audit process and results were objective and fair. I also participated in the performance evaluation of the external auditors.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(V) Communication with minority Shareholders
In 2024, I actively fulfilled my responsibilities as an Independent Director by utilising my own professional expertise to make independent judgments during the daily performance of duties, thereby effectively safeguarding the legitimate rights and interests of minority Shareholders. I engaged in more direct communication and exchange of opinions with minority Shareholders through the attendance at four general meetings and third quarter results performance briefings held by the Company in 2024, which further enhanced the efficiency and effectiveness of communication with minority Shareholders.
(VI) Working on-site at and cooperation with the Company
In 2024, I spent over 15 working days on-site at the Company. I actively participated in general meetings, Board meetings, and specialised committee meetings, maintaining ongoing communication with the management of the Company. In addition to the abovementioned activities, I conducted research visits on a voluntary basis, and acquired first-hand information through successive on-site research visits to Galaxy Futures, the Jilin Branch of Galaxy Securities, the Financial and Capital Headquarters of Galaxy Derivatives and Galaxy Securities, the Institutional Business Line, and the Wealth Management Line, among others, to gain a deeper understanding of the business development of the Company, its compliance operations and financial management, and the implementation of Board resolutions and strategic planning, enabling me to provide well-grounded recommendations for the sound operation and long-term development of the Company. The management of the Company highly valued communication and the exchange of opinions with Independent Directors, and provided full support for me in carrying out my duties as an Independent Director, which offered the necessary cooperation and support for my performance of duties.
III. KEY ISSUES CONCERNING THE PERFORMANCE OF DUTIES FOR THE YEAR
(I) Related party transactions
In 2024, the Company managed related party transactions in strict compliance with the HKSE Listing Rules, the SSE Listing Rules, and the Measures for the Administration of Related Party Transactions of the Company. On 6 December 2024, the Resolution on the Signing of the Securities and Financial Services Framework Agreement between the Company and Galaxy Financial Holdings and Caps to Be Set for Related Party Transactions from 2025 to 2027 was considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. After a careful review of the information relating to the above resolution, I was of the view that the resolution on related party transactions would not have a material adverse impact on the Company and its financial condition or operational results. There were no circumstances that would harm the interests of the Company and its Shareholders, especially minority Shareholders, as a whole. The aforementioned resolution had been previously reviewed and approved by the special meeting of Independent Directors and the Audit Committee of the Board prior to its submission to the Board meeting.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(II) External guarantees and misappropriation of funds
In 2024, the Company did not provide any external guarantees in violation of the prescribed procedures, nor did it provide any guarantees for the controlling shareholder and its related parties. There was no misappropriation of funds by the controlling shareholder or its related parties for non-operating purposes.
(III) Nomination and assessment of Directors and senior management
On 23 January 2024, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Company and the Resolution on Considering the Appointment of Mr. Liu Bing as the Board Secretary of the Company were considered and adopted at the 24th meeting (extraordinary) of the fourth session of the Board of the Company, respectively. On 28 March 2024, the Resolution on Considering the Resignation of Mr. Wu Guofang as a Business Director and a Member of the Executive Committee of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company. On 29 April 2024, the Resolution on the Appointment of Mr. Zhang Ruibing as a Business Director and a Member of the Executive Committee of the Company and the Resolution on the Appointment of Mr. Wu Peng as a Business Director and a Member of the Executive Committee of the Company were considered and adopted at the 26th meeting (regular) of the fourth session of the Board of the Company, respectively. On 13 June 2024, the Resolution on the Recommendation of Mr. Ma Zhiming as the Candidate for an Independent Director of the Company was considered and adopted at the 28th meeting (extraordinary) of the fourth session of the Board of the Company. On 6 December 2024, the Resolution on the Recommendation of the Candidates for Directors of the Fifth Session of the Board of Directors of China Galaxy Securities Co., Ltd. and the Resolution on Considering the 2023 Assessment Results of the Chief Compliance Officer by the Board of Directors were considered and adopted at the 33rd meeting (extraordinary) of the fourth session of the Board of the Company. On 30 December 2024, the Resolution on Considering the Appointment of Mr. Wang Sheng as the Chairman of the Board of Directors of the Company, the Resolution on Considering the Appointment of Mr. Xue Jun as the Vice Chairman of the Board of Directors of the Company, and the Resolution on the Reappointment of the Senior Management and the Composition of the Executive Committee of the Company were considered and adopted at the first meeting (extraordinary) of the fifth session of the Board of the Company.
I was of the view that the nomination, appointment, and departure procedures mentioned above were in compliance with the relevant provisions of laws, regulations, and the Articles of Association. I also had no objections to the 2023 assessment results of the Chief Compliance Officer of the Company.
(IV) Performance forecast and preliminary results
In 2024, the Company did not publish any performance forecast and preliminary results as no statutory disclosure standards in relation thereto were triggered.
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
(V) Appointment of accounting firms
On 28 March 2024, the Resolution on the Appointment of the 2024 External Auditors of the Company was considered and adopted at the 25th meeting (regular) of the fourth session of the Board, pursuant to which it was agreed to appoint Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young as the external auditors of the Company for 2024 for the provision of related audit services and review services in accordance with the China Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively. The external audit fee for 2024 was RMB5.52 million, of which RMB0.6 million was for the agreed-upon procedure in the first and third quarters, RMB1.5 million for the interim review, RMB2.965 million for the annual audit, RMB0.34 million for the annual internal control audit, and RMB0.115 million for assurance services relating to the environment, society and governance. On 28 June 2024, the resolution was considered and adopted at the 2024 annual general meeting of the Company.
I was of the view that Ernst & Young Hua Ming LLP (Special General Partnership) and Ernst & Young possessed the experience and capability to provide audit services for the Company, the appointment of the above accounting firms was in line with the Company's requirements for audit work, and the decision-making procedure of the appointment was in compliance with laws and regulations and the Articles of Association, which did not harm the interests of the Company and its Shareholders. I agreed to their appointment as the Company's external auditors for 2024, and the submission of the resolution to the general meeting of the Company for consideration.
(VI) Cash dividends and other returns for investors
On 28 March 2024, the Resolution on Considering the 2023 Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 25th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB2.20 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares for the year 2023, totalling RMB2,405,568,496.32 (tax inclusive), and the resolution was submitted to the general meeting for consideration. On 28 June 2024, the resolution was considered and adopted at the 2023 annual general meeting of the Company. On 29 August 2024, the Resolution on Considering the 2024 Interim Profit Distribution Plan of China Galaxy Securities Co., Ltd. was considered and adopted at the 30th meeting (regular) of the fourth session of the Board of the Company, pursuant to which it was agreed to distribute a cash dividend of RMB0.84 (tax inclusive and the actual amount distributed may be slightly different due to rounding) for every 10 Shares, totalling RMB918,489,789.50 (tax inclusive). On 28 November 2024, the resolution was considered and adopted at the second extraordinary general meeting for the year 2024.
I was of the view that the 2023 profit distribution plan and the 2024 interim profit distribution plan were in compliance with relevant laws and regulations, normative documents, and the actual situation of the Company, were beneficial for the long-term development of the
APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
Company, and were in the interest of the Shareholders as a whole and their long-term interests. I agreed with the aforementioned profit distribution plans and the submission of the same to the general meeting for consideration.
(VII) Plans for the change or waiver of undertakings by listed company and relevant parties
In 2024, neither the Company nor the relevant parties changed or waived any undertakings.
(VIII) Implementation of information disclosure
In 2024, the Company performed its information disclosure obligations in strict compliance with the relevant laws and regulations, including the HKSE Listing Rules, the SSE Listing Rules and the Administrative Measures for Information Disclosure of Listed Companies. The content of announcements was true, accurate, complete, and contained no false representations, misleading statements or material omissions. This guaranteed that the information was disclosed in a timely and fair manner, ensured that investors kept abreast of the significant matters of the Company in a timely manner, and effectively protected the legitimate rights and interests of the Shareholders.
(IX) Implementation of internal control
In 2024, the Company improved internal control mechanisms, standardised business processes, and improved management systems in accordance with regulatory requirements to ensure that internal control was carried out during the full process from decision-making, implementation to monitoring, and covered all business and management sectors of the Company. The Company has established and effectively implemented internal control mechanisms for the businesses and matters within the scope of internal control effectiveness assessment, and thus achieved its goal of internal control.
I was of the view that after carefully reviewing the 2023 Internal Control Evaluation Report, there was no material defect in the Company's internal control over the financial reporting, nor was there any material defect in the Company's internal control over non-financial reporting, as at the reference date of the Internal Control Evaluation Report. The Company has maintained, in all material respects, effective internal control in accordance with the Basic Standards for Internal Control of Enterprises and their relevant provisions.
(X) Operation of the Board and its specialised committees
In 2024, the Board and its specialised committees carried out their work in accordance with laws and regulations, the Articles of Association and the rules of procedures. The specialised committees fully fulfilled the decision-making and consulting functions, provided professional advice on significant matters required for discussion and decision, and assisted the Board in making decisions in a scientific manner.
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APPENDIX III DUTY REPORTS OF THE INDEPENDENT DIRECTORS FOR 2024
I was of the view that the Board and its specialised committees operated in compliance with laws and regulations. All significant matters were fully discussed and reviewed, decisions were made in a scientific and efficient manner, and the Board and its specialised committees performed their duties as decision-making institutions.
On one hand, as the Chairwoman of the Audit Committee, I continuously facilitated effective communication of members of the Audit Committee with internal audit departments and external auditors, closely monitored the appointment process of the external auditors and organised the evaluation of their performance, as well as directed the internal audit departments to prioritise the management recommendations made by the external auditors as key areas of audit focus. On the other hand, I reviewed the financial information and annual reports of the Company in compliance with laws, and continuously optimised the confirmation of the Company's related parties, compliance review of related party transactions, and the organisation and decision-making of significant related party transactions, thereby safeguarding the legitimate rights and interests of all Shareholders.
(XI) Other matters that need to be improved in the opinion of Independent Director
In 2024, I raised no objection to any resolution of the Board or of any specialised committee of the Company.
IV. OVERALL EVALUATION
In 2024, I carried out my responsibilities with dedication, fully fulfilled my obligations of integrity and diligence, and earnestly performed my duties in accordance with the requirements of relevant laws, regulations and the Articles of Association, thereby promoting the standardised operations and healthy development of the Company, and effectively safeguarding the overall interests of the Company and the legitimate rights and interests of all Shareholders. Having completed a six-year term as an Independent Director of the Company, I submitted my resignation in February 2025 from my roles as an Independent Director, Chairwoman of the Audit Committee, and member of the Compliance and Risk Management Committee and the Nomination and Remuneration Committee. I would like to take this opportunity to express my gratitude to the management and relevant personnel of the Company for their support, assistance, and cooperation during my tenure. I sincerely wish the Company continued stable and high-quality development in the future!
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