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China Merchants Securities Co., Ltd. Proxy Solicitation & Information Statement 2025

Jun 4, 2025

50969_rns_2025-06-04_7a7b37b4-06f6-4d69-a193-093b7a968c1f.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, independent adviser or other professional adviser.

If you have sold or otherwise transferred all your shares in China Merchants Securities Co., Ltd., you should at once hand this circular and the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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招商证券股份有限公司

China Merchants Securities Co., Ltd.

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

(Stock Code: 6099)

ANNUAL REPORT OF THE COMPANY FOR THE YEAR 2024,
THE PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR 2024,
THE AUTHORIZATION FOR INTERIM PROFIT DISTRIBUTION OF THE COMPANY FOR 2025,
THE BUDGET FOR THE PROPRIETARY INVESTMENT OF THE COMPANY FOR 2025,
PROPOSED ENGAGEMENT OF THE AUDITORS OF THE COMPANY FOR 2025,
CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS OF THE COMPANY FOR 2025,
THE GUARANTEE AUTHORIZATION SCHEME FOR THE YEAR 2025 OF CMS INTERNATIONAL AND ITS WHOLLY-OWNED SUBSIDIARIES,
THE PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR,
GRANT OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
AND
NOTICE OF 2024 ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 15 of this circular.

A notice convening the AGM to be held at China Merchants Securities Building, No. 111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, the PRC on Thursday, June 26, 2025 at 10:00 a.m. is set out on pages N-1 to N-4 of this circular.

The form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.cmschina.com), respectively. If you are not able to attend the AGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time stipulated for the holding of the AGM and deposit it together with the notarized power of attorney or other document of authorization with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (for holders of H Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person should you so desire.

June 5, 2025


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS OF THE COMPANY FOR 2025 ... I-1
APPENDIX II - GRANT OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES ... II-1
NOTICE OF 2024 ANNUAL GENERAL MEETING ... N-1

  • i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

“A Share(s)”
domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the SSE (stock code: 600999)

“AGM”
the annual general meeting of 2024 to be held by the Company at China Merchants Securities Building, No. 111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, the PRC on Thursday, June 26, 2025 at 10:00 a.m.

“Articles of Association”
the articles of association of the Company, as amended from time to time

“associate(s)”
has the meaning ascribed thereto under the Listing Rules

“Board” or “Board of Directors”
the board of Directors of the Company

“CMS International”
China Merchants Securities International Company Limited, a wholly-owned subsidiary of the Company

“Company”
China Merchants Securities Co., Ltd., a joint stock limited company incorporated in the PRC under the laws of the PRC in August 1993; the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6099) and the A Shares of which are listed on the SSE (stock code: 600999)

“Company Law”
the Company Law of the PRC(《中華人民共和國公司法》)

“CSRC”
the China Securities Regulatory Commission

“Director(s)”
the director(s) of the Company

“General Mandate”
the general mandate proposed to be granted to the Board at the AGM to issue, allot and deal with additional H Shares, representing up to the limit of 20% of the respective amount of the H Shares in issue as at the date of passing the relevant resolution at the AGM

“H Share(s)”
overseas-listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange (stock code: 6099)

“HK dollar(s)”
Hong Kong dollar(s), the lawful currency of Hong Kong

  • 1 -

DEFINITIONS

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China
“Hong Kong Stock Exchange” or “Stock Exchange” The Stock Exchange of Hong Kong Limited
“Independent Non-executive Director(s)” or “Independent Director(s)” the independent non-executive Director(s) of the Company
“Latest Practicable Date” June 3, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“PRC” or “China” the People’s Republic of China, and for the purposes of this circular only, except where the context requires otherwise, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
“Share(s)” the ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares
“Shareholders(s)” holder(s) of the Share(s)
“SSE” the Shanghai Stock Exchange
“Supervisor(s)” members of the Supervisory Committee
“Supervisory Committee” the supervisory committee of the Company
“%” per cent.

Unless the context otherwise requires, all amounts are stated in RMB.

  • 2 -

LETTER FROM THE BOARD

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招商证券股份有限公司

China Merchants Securities Co., Ltd.

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

(Stock Code: 6099)

Executive Directors:
Mr. HUO Da (Chairman of the Board)
Mr. WU Zongmin

Non-executive Directors:
Ms. LUO Li
Mr. LIU Zhenhua
Ms. LIU Hui
Mr. LI Delin
Mr. LI Xiaofei
Mr. HUANG Jian
Mr. ZHANG Mingwen
Ms. DING Lusha

Registered Office:
No. 111, Fuhua Yi Road
Futian Street
Futian District
Shenzhen
the PRC

Principal Place of Business in Hong Kong:
48/F, One Exchange Square
8 Connaught Place
Central
Hong Kong

Independent Non-executive Directors:
Mr. YIP, Ying Chi Benjamin
Ms. ZHANG Ruijun
Ms. CHEN Xin
Mr. CAO Xiao
Mr. FENG Jinhua

June 5, 2025

To the Shareholders

Dear Sir or Madam,


LETTER FROM THE BOARD

ANNUAL REPORT OF THE COMPANY FOR THE YEAR 2024,
THE PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR 2024,
THE AUTHORIZATION FOR INTERIM PROFIT DISTRIBUTION OF THE
COMPANY FOR 2025,
THE BUDGET FOR THE PROPRIETARY INVESTMENT OF THE COMPANY
FOR 2025,
PROPOSED ENGAGEMENT OF THE AUDITORS OF THE COMPANY FOR
2025,
CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS OF THE
COMPANY FOR 2025,
THE GUARANTEE AUTHORIZATION SCHEME FOR THE YEAR 2025 OF
CMS INTERNATIONAL AND ITS WHOLLY-OWNED SUBSIDIARIES,
THE PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR,
GRANT OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES
AND
NOTICE OF 2024 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you, as holders of H Shares, with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

At the AGM, ordinary resolutions will be proposed to consider and approve (i) the annual report of the Company for the year 2024; (ii) the resolution on the profit distribution plan of the Company for 2024; (iii) the resolution on the authorization for interim profit distribution of the Company for 2025; (iv) the resolution on the budget for the proprietary investment of the Company for 2025; (v) the resolution on the engagement of the auditors of the Company for 2025; (vi) the resolution on the contemplated ordinary related party transactions of the Company for 2025; (vii) the resolution on the guarantee authorization scheme for the year 2025 of CMS International and its wholly-owned subsidiaries; (viii) the resolution on the proposed appointment of executive Director and (ix) other matters contained in the notice of the AGM. Special resolution will be proposed to consider and approve (x) the resolution on the grant of the General Mandate to the Board to issue additional H Shares of the Company.

  1. ANNUAL REPORT OF THE COMPANY FOR THE YEAR 2024

An ordinary resolution will be proposed at the AGM to approve the annual report of the Company for the year 2024, which has been despatched to the Shareholders on Thursday, April 24, 2025, and has been published on the websites of the SSE (www.sse.com.cn), the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.cmschina.com).

The annual report of the Company for the year 2024 has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders' consideration and approval by way of an ordinary resolution.


LETTER FROM THE BOARD

2. THE RESOLUTION ON THE PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR 2024

An ordinary resolution will be proposed at the AGM to approve the profit distribution plan of the Company for 2024, the full text of which is set out as below:

The Company will not allocate profit to the statutory surplus reserve for 2024. Based on the total share capital registered on the equity record date for equity distribution, a cash dividend of RMB3.77 (tax inclusive) for every 10 Shares will be distributed to all Shareholders; no bonus shares will be distributed; and no capital reserve will be converted to share capital.

Based on the total number of Shares of the Company of 8,696,526,806 Shares as of December 31, 2024, the total distributed profit is RMB3,278,590,605.86. If the Company’s total share capital changes on the equity registration date for equity distribution, the Company will keep the total distribution unchanged and adjust the distribution per Share accordingly.

Such cash dividend shall be denominated and declared in RMB and paid to holders of A Shares in RMB and to holders of H Shares in HK dollar. The actual amount of dividend paid in HK dollar shall be determined based on the average exchange rate of RMB to HK dollar published by the People’s Bank of China for the five business days immediately before the date of the shareholders’ general meeting for considering the profit distribution plan.

In view of the procedure for the distribution of dividend of H Shares, it is hereby proposed at the shareholders’ general meeting to agree that Computershare Hong Kong Trustees Limited shall be appointed as the trustee in respect of the distribution of dividend to holders of H Shares of the Company.

Upon consideration and approval of the profit distribution plan of the Company for 2024 at the AGM, the Company is expected to distribute the 2024 annual cash dividend on or before August 29, 2025.

The profit distribution plan of the Company for 2024 has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders’ consideration and approval by way of an ordinary resolution.

3. THE RESOLUTION ON THE AUTHORIZATION FOR INTERIM PROFIT DISTRIBUTION OF THE COMPANY FOR 2025

An ordinary resolution will be proposed at the AGM to approve the authorization for interim profit distribution of the Company for 2025, the full text of which is set out as below:

Article 7 of the Guideline No. 3 for the Supervision of Listed Companies – Cash Dividend for Listed Companies (《上市公司監管指引第3號-上市公司現金分紅》) promulgated by the CSRC stipulates that: When a listed company holds an annual general meeting to review the annual profit distribution plan, it may consider and approve the conditions, proportion cap and amount cap of cash dividends for the interim period of the next year. The dividend cap for the interim period of the next year considered at the annual general meeting shall not exceed the net profit attributable to shareholders of


LETTER FROM THE BOARD

a listed company for the corresponding period. The Board shall formulate a specific interim dividend plan in accordance with the resolutions of the shareholders' general meeting and subject to the conditions of profit distribution.

The Company intends to propose to the shareholders' general meeting to authorize the Board to make decisions on the 2025 interim profit distribution plan of the Company according to the profitability and funding requirements of the Company and provided that the amount of the dividend will not be less than the interim dividend for 2024 and the dividend ratio will not exceed 40% of the net profit attributable to Shareholders of the Company in the corresponding period.

The above resolution has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders' consideration and approval by way of an ordinary resolution.

4. THE RESOLUTION ON THE BUDGET FOR THE PROPRIETARY INVESTMENT OF THE COMPANY FOR 2025

An ordinary resolution will be proposed at the AGM to approve the budget for the proprietary investment of the Company for 2025, the full text of which is set out as below:

Article 7 of the Provisions on Strengthening the Supervision and Administration of Listed Securities Companies (CSRC Announcement [2024] No. 7) («關於加強上市證券公司監管的規定»(證監會公告[2024]7號)) promulgated by the CSRC stipulates that in case that the significant external investment, including securities proprietary investment, exceeds a certain amount and may require timely disclosure and resolution by the shareholders' general meeting, listed securities companies may review and consider the total amount of proprietary investment by the shareholders' general meeting and disclose such amount annually.

Given the fact that proprietary investment is an essential part of the principal business of the Company which requires prompt judgement and decision within a short period of time based on the market condition in order to capture the market opportunities, it is hereby proposed to authorize the management of the Company to determine the total amount of proprietary investment of the Company for 2025 within the budget set forth below on the condition that the relevant requirements by the CSRC regarding proprietary business management and risk management are satisfied:

  1. The aggregate amount of proprietary investment in equity securities and its derivatives of the Company shall not exceed 100% of the real time net capital;
  2. The aggregate amount of proprietary investment in non-equity securities and its derivatives of the Company shall not exceed 500% of the real time net capital.

Note: The budget set out above does not include long-term equity investment of the Company, which shall adhere to the Company's relevant decision-making procedures for confirmation and execution.


LETTER FROM THE BOARD

The budget set out above is the maximum amount of proprietary investment based on the characteristics of market fluctuation, which does not represent the judgement of the management of the Company and the Board regarding the market. The actual amount of proprietary investment shall be solely subject to the then prevailing market condition when the proprietary investment is made.

The above resolution has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders' consideration and approval by way of an ordinary resolution.

5. THE RESOLUTION ON THE ENGAGEMENT OF THE AUDITORS OF THE COMPANY FOR 2025

An ordinary resolution will be proposed at the AGM to approve the engagement of the auditors of the Company for 2025, the full text of which is as below:

Pursuant to the resolution of the annual general meeting of 2023, the Company engaged KPMG (including KPMG Huazhen LLP and KPMG) as the auditor for the 2024 financial reports and internal controls.

KPMG performed its audit duties in accordance with the basic principles of independence, objectivity and impartiality, and completed the 2024 interim review, 2024 annual audit, and internal control audit with high quality, demonstrating excellent professional ethics and professional competence.

According to the Articles of Association and the relevant regulations for listed companies, the following matters are proposed for consideration:

  1. The Company continues to engage KPMG Huazhen LLP and KPMG as the external auditors of the Company for 2025, to provide related annual audit and interim review services in accordance with the PRC Accounting Standards for Business Enterprises and the International Financial Reporting Standards, respectively, and internal control audit services are provided by KPMG Huazhen LLP.

  2. It is hereby proposed at the shareholders' general meeting to authorize the Board to determine the audit fee for 2025 based on the audit workload and market price levels.

The above resolution has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders' consideration and approval by way of an ordinary resolution.


LETTER FROM THE BOARD

6. THE RESOLUTION ON THE CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS OF THE COMPANY FOR 2025

An ordinary resolution will be proposed at the AGM to approve the following contemplated ordinary related party transactions of the Company for 2025, the full text of which is set out in Appendix I to this circular.

6.01 Contemplated ordinary related party transactions with China Merchants Bank Co., Ltd. (“China Merchants Bank”) and its subsidiaries;

6.02 Contemplated ordinary related party transactions with China Merchants Group Limited (“China Merchants Group”) and its related parties (including major upstream and downstream enterprises, excluding China Merchants Bank and its subsidiaries);

6.03 Contemplated ordinary related party transactions with China COSCO Shipping Corporation Limited and its related parties;

6.04 Contemplated ordinary related party transactions with PICC Life Insurance Company Limited and its related parties;

6.05 Contemplated ordinary related party transactions with the Directors, Supervisors and senior management of the Company and their close relatives;

6.06 Contemplated ordinary related party transactions with other related parties.

The above resolution has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders’ consideration and approval by way of an ordinary resolution.

7. THE RESOLUTION ON THE GUARANTEE AUTHORIZATION SCHEME FOR THE YEAR 2025 OF CMS INTERNATIONAL AND ITS WHOLLY-OWNED SUBSIDIARIES

An ordinary resolution will be proposed at the AGM to approve the guarantee authorization scheme for the year 2025 of CMS International and its wholly-owned subsidiaries, the full text of which is set out as below:

As business operation requires, China Merchants Securities International Company Limited (hereinafter referred to as CMS International) or its wholly-owned subsidiaries, because of the assessment by correspondent banks or counterparties based on the entities to the transactions, need to act as guarantors when they obtain finance or enter into transactions, in order to enhance their


LETTER FROM THE BOARD

capacity of external business operation and financing. Based on the business development plan and the needs of providing guarantees, the guarantee authorization scheme for the year 2025 of CMS International and its wholly-owned subsidiaries is hereby proposed as follows:

  1. To approve CMS International and its wholly-owned subsidiaries to provide guarantees for entities that are to obtain finance or enter into transactions, including financing guarantees (including but not limited to bank credit, syndicated loans, bond issuance or bills, etc.), transaction guarantees (including but not limited to International Swaps and Derivatives Association (ISDA) Agreement, Master Clearing Agreement, The Bond Market Association (TBMA)/International Security Management Association (ISMA), Global Master Repurchase Agreement (GMRA), Prime Brokerage Agreement, Global Master Securities Lending Agreement (GMSLA), commodity trading, etc.) and other types of guarantees (including but not limited to leasing guarantees, etc.).

  2. Authorized guarantee limit and guarantee entities: within the authorization period, the total amount of the authorized guarantees provided by CMS International and its wholly-owned subsidiaries for guaranteed parties shall not exceed HK dollar 68 billion or equivalent, among which, the total amount of authorization for financing guarantees provided shall not exceed HK dollar 3.7 billion or equivalent.

  3. 9 -


LETTER FROM THE BOARD

  1. The details of the authorized guarantee limit are set out in the table below:
Guarantor Guaranteed party Shareholding percentage of the guarantor Gearing ratio of the guaranteed party in the latest period (1) Guarantee balance as of December 31, 2024 (HK dollar 100 million) Estimated guarantee limit (2) Percentage of guarantee limit over the net assets of the Company in the latest period (3) Estimated validity period Whether it is a related party guarantee or not Whether there is a counter guarantee
Companies with a gearing ratio of 70% or more
China Merchants Securities International Company Limited China Merchants Securities Investment Management (HK) Co., Limited 100% 95.01% 0.55 The total amount of the authorized guarantees amounted to HK dollar 68 billion, of which the total amount of authorization for financing guarantees was HK dollar 3.7 billion, the total amount of authorization for trading guarantees was HK dollar 64 billion, and the total amount of authorization for other guarantees was HK dollar 0.3 billion 48.37% Long term No No
China Merchants Securities International Company Limited CMS International Gemstone Limited 100% 100% 11.51 Long term No No
China Merchants Securities Investment Management (HK) Co., Limited China Merchants Securities International Company Limited N/A 77.62% 4.02 Long term No No
China Merchants Securities International Company Limited and its subsidiaries China Merchants Securities International Company Limited N/A 77.62% 0.31 Long term No No

Notes:

(1) Gearing ratio of the guaranteed party in the latest period is the audited data at the end of 2024, excluding customers' funds.

(2) The guarantee limit is the maximum limit (including the undrawn portion), and will be implemented in accordance with the relevant laws and regulations, the latest regulations of the superior units, the relevant systems, and the requirements of risk control and management of the Company and its subsidiaries. If there are any new guarantee entities of the Company within the validity period of the authorization, including those with gearing ratios above and below 70%, they can be transferred within the guarantee limit. Companies with a gearing ratio of 70% or more can only obtain guarantee limit from companies with a gearing ratio of 70% or more at the time of consideration at the shareholders' general meeting.


LETTER FROM THE BOARD

(3) The net assets in the latest period are the audited net assets of CMS at the end of 2024.

  1. Guarantee types: types which are prescribed in relevant laws and regulations including guarantee, mortgage guarantee and hypothecation, etc.

  2. Authorization period: the term of validity of the aforementioned guarantees shall commence from the date on which this resolution is considered and approved at the 2024 annual general meeting of CMS until the date of the 2025 annual general meeting.

  3. To propose to the shareholders' general meeting to authorize the Board in turn to authorize the chairman of the board of directors of CMS International for determining specific guarantee matters and relevant amounts.

The aforementioned authorized guarantee limit represents the maximum limit. The actual guarantee balance will be determined according to the development needs, and shall comply with the relevant laws and regulations, as well as the relevant systems and the requirements of risk management and control of the Company and its subsidiaries. Among which, regarding the management of financing guarantee balances, adjustments to the debt structure will be implemented during execution to ensure that the financing guarantee balances comply with the relevant laws and regulations as well as the requirements of superior units. Regarding the management of transaction guarantee balances, it is a common market practice for both parties of a transaction to exercise control through their own internal transaction and risk limits. CMS International has formulated a table of authorizations and permissions for each business, and has made hierarchical arrangements for business-specific authorizations. Businesses are conducted in compliance with the relevant rules and regulations of risk compliance, and the balances of transaction guarantees can be effectively managed and controlled.

The above resolution has been considered and approved by the Board on April 18, 2025, and is hereby proposed at the AGM for the Shareholders' consideration and approval by way of an ordinary resolution.

In case of any inconsistency or conflict between the above authorization and the requirements under the Listing Rules or other requirements of the Stock Exchange, the requirements under the Listing Rules or other requirements of the Stock Exchange shall prevail.

8. THE RESOLUTION ON THE PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated June 3, 2025, in relation to, among other things, the proposed appointment of Mr. ZHU Jiangtao (朱江濤) ("Mr. ZHU") as an executive Director of the Company.

The Board has resolved to nominate Mr. ZHU as a candidate for executive Director of the eighth session of the Board at the meeting held on June 3, 2025. The appointment of Mr. ZHU is subject to the consideration and approval by the Shareholders at the AGM by way of an ordinary resolution. The term of office of Mr. ZHU as an executive Director of the Company will take effect from the date on which the resolution in relation to his appointment as an executive Director of the eighth


LETTER FROM THE BOARD

session of the Board is approved by the Shareholders at the AGM by way of an ordinary resolution until the expiry of the term of the eighth session of the Board. Pursuant to the Articles of Association, Mr. ZHU is eligible for re-election upon the expiry of his term of office.

The biographical details of Mr. ZHU and other information relating to his appointment are as follows:

Mr. ZHU Jiangtao (朱江濤), aged 52, has served as the president of the Company since June 2025. Mr. ZHU served as an executive director of China Merchants Bank (a company listed on the SSE, stock code: 600036; a company listed on the Hong Kong Stock Exchange, stock code: 03968) from August 2023 to May 2025, the executive vice president of China Merchants Bank from September 2021 to May 2025, and the chief risk officer of China Merchants Bank from July 2020 to May 2024. Mr. ZHU served as the president of Nanchang Qingshanhu Sub-branch, the general manager of each of the risk control department and the credit approval department, the assistant general manager and deputy general manager of Guangzhou Branch, the general manager of Chongqing Branch, and the general manager of each of the credit risk management department and the risk management department of the head office of China Merchants Bank. Mr. ZHU also worked in Jiangxi Branch, Nanchang Ganjiang Sub-branch of Industrial and Commercial Bank of China Limited (a company listed on the SSE, stock code: 601398; a company listed on the Hong Kong Stock Exchange, stock code: 01398) and Shanghai Branch of China Guangfa Bank Co., Ltd.

Mr. ZHU holds a master's degree in economics and the title of Senior Economist.

According to the diversity policy and nomination policy of the Company and at the recommendation of the nomination committee of the Board, the Board proposes to appoint Mr. ZHU as an executive Director of the Company after comprehensively taking into account of his education background, knowledge, skills, experience and the contributions that he may make to the Board.

Upon the approval by the Shareholders at the AGM by way of an ordinary resolution on the proposed appointment of Mr. ZHU as an executive Director of the Company, the Company will enter into a service contract with Mr. ZHU. During his term of office as an executive Director of the Company, Mr. ZHU will not receive any directors' emoluments from the Company. During his term of office as the president, the emoluments for Mr. ZHU include basic annual salary, annual performance salary and benefits. The amount of emoluments for Mr. ZHU as the president of the Company is determined in accordance with the remuneration management measures for the senior management of the Company, which will be based on Mr. ZHU's annual performance and the market benchmarks. The specific amount of emoluments for Mr. ZHU will be disclosed in the annual report of the Company.

Mr. ZHU has confirmed that, save as those disclosed above, as of the Latest Practicable Date: (1) he does not hold any other positions in the Company or any of its subsidiaries, nor has he held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (2) he does not have any relationship with any other Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company or any of its subsidiaries; (3) he does not have any interests in the Shares of the Company as defined under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (4) there are no other matters relating to his proposed appointment which shall be

  • 12 -

LETTER FROM THE BOARD

disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there any other matters regarding his proposed appointment that need to be brought to the attention of the Shareholders.

The above resolution has been considered and approved by the Board on June 3, 2025, and is hereby proposed at the AGM for the Shareholders’ consideration and approval by way of an ordinary resolution.

9. THE RESOLUTION ON THE GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL H SHARES OF THE COMPANY

A special resolution will be proposed at the AGM to approve the grant of General Mandate to the Board to issue additional H Shares of the Company, the full text of which is set out in Appendix II to this circular.

The above resolution has been considered and approved by the Board on March 27, 2025, and is hereby proposed at the AGM for the Shareholders’ consideration and approval by way of a special resolution.

10. OTHERS

In addition, the Shareholders will consider and approve each of the following by way of an ordinary resolution: (i) working report of the Board of the Company for 2024; (ii) working report of the Supervisory Committee of the Company for 2024; (iii) duty report of Independent Directors of the Company for 2024; and (iv) final accounts report of the Company for 2024. The text of the above reports have been substantially included in the annual report of the Company for the year 2024, which has been despatched to the Shareholders on Thursday, April 24, 2025, and has been published on the websites of the SSE (www.sse.com.cn), the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.cmschina.com).

AGM

The AGM will be held at China Merchants Securities Building, No. 111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, the PRC on Thursday, June 26, 2025 at 10:00 a.m.

The summary of the important dates for holders of H Shares is as follows:

Last Registration Date : 4:30 p.m. on Friday, June 20, 2025

Closure of Register of Members for H Shareholders : Monday, June 23, 2025 to Thursday, June 26, 2025 (both days inclusive)

Submission of Proxy Form : not less than 24 hours before the time appointed for the AGM (i.e. 10:00 a.m. on Wednesday, June 25, 2025)

  • 13 -

LETTER FROM THE BOARD

For the purpose of determining the H Shareholders who are entitled to attend the AGM, the register of members of H Shares of the Company will be closed from Monday, June 23, 2025 to Thursday, June 26, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. All transfer documents accompanied by the relevant share certificates shall be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, June 20, 2025. H Shareholders whose names appear on the register of members of H Shares of the Company on Friday, June 20, 2025 are entitled to attend and vote at the AGM.

To be valid, for holders of H Shares, the form of proxy and notarized power of attorney or other document of authorization must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person should you so desire.

PROCEDURES FOR VOTING AT THE AGM

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a shareholders' general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the AGM will demand a poll in relation to all the proposed resolutions at the AGM in accordance with Article 108 of the Articles of Association.

Pursuant to Rule 2.15 of the Listing Rules, where Shareholders' approval is required with regard to a transaction or arrangement, any Shareholder that has a material interest in such transaction or arrangement shall abstain from voting on the resolution(s) approving such transaction or arrangement at the shareholders' general meeting. As such, the abovementioned resolution regarding the contemplated ordinary related party transactions of the Company for 2025 will be taken by poll by Shareholders who do not hold any interest in relation to such resolution. Shareholders controlled by China Merchants Group are required to abstain from voting on ordinary resolutions No. 10.01 and 10.02 set out in the notice of the AGM. Shareholders controlled by China COSCO Shipping Corporation Limited are required to abstain from voting on ordinary resolution No. 10.03 set out in the notice of the AGM. PICC Life Insurance Company Limited is required to abstain from voting on ordinary resolution No. 10.04 set out in the notice of the AGM. Shareholders who have a controlling relationship with or are controlled by the same entity that controls any of such other related parties mentioned in ordinary resolution No. 10.06 set out in the notice of the AGM are required to abstain from voting on ordinary resolution No. 10.06.

Save as disclosed above, none of the Shareholders shall abstain from voting in respect of any other resolutions to be proposed at the AGM.

  • 14 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board believes that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

HUO Da

Chairman

  • 15 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

CHINA MERCHANTS SECURITIES CO., LTD.

CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS FOR 2025

Pursuant to the Provisions on the Administration of Equities of Securities Firms («證券公司股權管理規定»), the Circular on Matters Concerning Further Strengthening of Regulation of Related Party Transactions of Securities Firms («關於進一步加強證券公司關聯交易監管有關事項的通知»), the Accounting Standards for Business Enterprises, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Self-regulatory Guidelines for Companies Listed on the Shanghai Stock Exchange No. 5 – Transactions and Related Party Transactions («上海證券交易所上市公司自律監管指引第5號一交易與關聯交易»), the Articles of Association of China Merchants Securities Co., Ltd. and the Administrative System Concerning Related Party Transactions of China Merchants Securities Co., Ltd., China Merchants Securities Co., Ltd. has estimated the ordinary related party transactions that may occur in 2025. Details are as follows:

The transactions between the Company and its related parties are divided into four major categories, namely financial services, securities and financial products and transactions $^{(1)}$ , equity/asset transactions, joint investment and others. The transactions that occur are not limited to the specific items listed below. For transactions, it is rather difficult to estimate the exact amount. The Company will disclose the actual transaction items and amount in its annual and interim reports.

Note:

(1) Securities and financial products and transactions include fixed-income products or transactions, equity products or transactions, financing transactions, other securities and financial products as well as derivative products or transactions, etc.

  • I-1 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

I. CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS FOR 2025

  1. Contemplated ordinary related party transactions with China Merchants Bank Co., Ltd. and its subsidiaries
Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from deposit, income from provision of underwriting, distribution, asset management, trading seats leasing, financial products agency sale, custody and fund administrative services, securities agency trading services, etc. 53,661.05 3.92%
Expenses on wealth management products custody and agency sale, third-party depository and custody services for clients’ funds, interest expenses for loans and placements from banks and other financial institutions, interest expenses for repurchase, expenses on investment banking business such as underwriting fees, bank service charge, settlement fees, fund investment advisory fees, etc. 8,675.73 1.83%

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Securities and financial products and transactions The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Total capital inflow from interbank lending, bond trading, bond repurchase, bond lending, interest rate swaps, equity swaps, over-the-counter derivative transactions, subscription or redemption of funds or wealth management products, purchase or payment of principal and interest of financing products, etc. 11,257,631.24
Total capital outflow for interbank lending, bond trading, bond repurchase, bond lending, interest rate swaps, equity swaps, over-the-counter derivative transactions, subscription or redemption of funds or wealth management products, purchase or payment of principal and interest of financing products, etc. 13,140,931.6
Equity/asset transactions and joint investment The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Joint investment with related parties and investment in their equity and assets (subscription) 0
Others The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Lease expenses 7,321.72 16.07%
Income from server room custody services 157.50 0.88%
  • I-3 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

  1. Contemplated ordinary related party transactions with China Merchants Group Limited and its related parties (including major upstream and downstream enterprises, excluding China Merchants Bank and its subsidiaries)

2.1 Contemplated transactions with China Merchants Group Limited and its associates(1)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount(2) Income from provision of underwriting, distribution, financial advisory, custody and fund administrative services, research services, securities agency trading services, etc. 3,083.18 0.37%
Investment bank service charge and commission expenses, etc. 5.15 0.12%
Securities and financial products and transactions Total capital inflow from subscription or redemption of wealth management products, purchase or payment of principal and interest of financing products, etc. 31,064.35 -
Total capital outflow for subscription or redemption of wealth management products, purchase or payment of principal and interest of financing products, etc. 386,992.63 -
Equity/asset transactions and joint investment The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Joint investment with related parties and investment in their equity and assets (subscription) 0 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Others The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount^{(3)} Administrative procurement, lease expenses, property management fees and other expenses 14,608.50 11.85%

Notes:

(1) As defined under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, sic passim.

(2) The annual transaction caps between the Company and China Merchants Group and its associates shall be determined in accordance with the Securities and Financial Products, Transactions and Services Framework Agreement between the Company and China Merchants Group (2025-2027), of which the transaction caps with China Merchants Group Finance Co., Ltd. shall be determined in accordance with the resolution of the 12th meeting of the eighth session of the Board of the Company.

(3) The annual transaction caps between the Company and China Merchants Group and its associates shall be determined in accordance with the Administrative Procurement Framework Agreement (2025-2027) and the Property Leasing Framework Agreement (2022-2026) between the Company and China Merchants Group.

  • I-5 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

2.2 Contemplated ordinary related party transactions with other related parties of China Merchants Group (including major upstream and downstream enterprises)

2.2.1 Contemplated ordinary related party transactions with Bosera Asset Management Co., Limited and its subsidiaries

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Income from provision of trading seats leasing, financial products agency sale, custody and fund administrative services, securities agency trading services, etc. 6,722.55 0.81%
Expenses on fund investment advisory, fees for financial products agency sale, etc. 0.13 0.001%
Securities and financial products and transactions Total capital inflow from bond trading, subscription or redemption of funds or wealth management products, etc. 286,303.88
Total capital outflow for bond trading, subscription or redemption of funds or wealth management products, etc. 566,484.16
Equity/asset transactions and joint investment The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Joint investment with related parties and investment in their equity and assets (subscription) 0
  • I-6 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

2.2.2 Contemplated ordinary related party transactions with China Great Wall Securities Co., Ltd. and its subsidiaries

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from repurchase and income from targeted asset management services 54.36 0.06%
Securities and financial products and transactions Total capital inflow from bond trading, bond repurchase, over-the-counter derivative transactions, purchase or payment of principal and interest of financing products, etc. 427,758.17
Total capital outflow for bond trading, bond repurchase, over-the-counter derivative transactions, purchase or payment of principal and interest of financing products, etc. 333,843.29

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

2.2.3 Contemplated ordinary related party transactions with Zheshang Securities Co., Ltd. and its subsidiaries

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Income from custody and fund administrative services and interest income from repurchase 69.14 0.05%
Securities and financial products and transactions Total capital inflow from bond trading, bond repurchase, purchase or payment of principal and interest of financing products, over-the-counter derivative transactions, equity swap transactions, etc. 570,021.57
Total capital outflow for bond trading, bond repurchase, purchase or payment of principal and interest of financing products, over-the-counter derivative transactions, equity swap transactions, etc. 642,934.78
  • I-8 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

  1. Contemplated ordinary related party transactions with China COSCO Shipping Corporation Limited and its related parties

3.1 Contemplated ordinary related party transactions with China COSCO Shipping Corporation Limited and its associates

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount^{(1)} Income from provision of securities agency trading, underwriting services and financial advisory services 278.59 0.04%
Securities and financial products and transactions Total capital inflow from purchase or payment of principal and interest of financing products, etc. 18,000.00
Total capital outflow for purchase or payment of principal and interest of financing products 71,000.00
Lease expenses, property management fees, etc. 88.89 0.20%
Others

Note:
(1) The annual transaction caps between the Company and COSCO Shipping and its associates shall be determined in accordance with the Securities and Financial Products, Transactions and Services Framework Agreement between the Company and COSCO Shipping (2025-2027).

  • I-9 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2 Contemplated ordinary related party transactions with other related parties of China COSCO Shipping Corporation Limited

3.2.1 Contemplated ordinary related party transactions with Shanghai Rural Commercial Bank Co., Ltd.

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest expenses for lending and repurchase, etc. 707.71 0.19%
Securities and financial products and transactions Total capital inflow from interbank lending, bond trading, bond lending, bond repurchase, purchase or payment of principal and interest of financing products, interest rate swap, etc. 9,817,303.30
Total capital outflow for interbank lending, bond trading, bond lending, bond repurchase, purchase or payment of principal and interest of financing products, interest rate swap, etc. 9,931,597.02
  • I-10 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2.2 Contemplated ordinary related party transactions with Bank of Kunlun Co., Ltd.

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from repurchase 1.68 0.002%
Interest expenses for repurchase 14.18 0.005%
Securities and financial products and transactions Total capital inflow from bond trading and repurchase, etc. 235,916.13 -
Total capital outflow for bond trading and repurchase, etc. 235,025.02 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2.3 Contemplated ordinary related party transactions with China Everbright Bank Company Limited (中國光大銀行股份有限公司)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from deposit, interest income from repurchase, income from provision of underwriting, etc. 1,382.27 0.22%
Expenses on third-party depository and custody services for clients’ funds, interest expenses for lending, interest expenses for repurchase, bank service charge, settlement fees 125.09 0.03%
Securities and financial products and transactions Total capital inflow from interbank lending, bond trading, bond repurchase, subscription or redemption of wealth management products, purchase or payment of principal and interest of financing products 480,530.53
Total capital outflow for interbank lending, bond trading, bond repurchase, subscription or redemption of wealth management products, purchase or payment of principal and interest of financing products 476,586.56
  • I-12 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2.4 Contemplated ordinary related party transactions with China Bohai Bank Co., Ltd.

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Income from provision of asset management services 0.02 0.0003%
Interest expenses for lending and repurchase, and custodian fees for wealth management products 448.45 0.12%
Securities and financial products and transactions Total capital inflow from bond trading, bond repurchase, interest rate swaps, bond lending, purchase or payment of principal and interest of financing products, etc. 6,322,462.38 -
Total capital outflow for bond trading, bond repurchase, interest rate swaps, bond lending, purchase or payment of principal and interest of financing products, etc. 6,271,483.14 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2.5 Contemplated ordinary related party transactions with CIB Fund Management Co., Ltd. (興業基金管理有限公司)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from repurchase, income from provision of trading seats leasing, and income from financial products agency sale 34.52 0.02%
Securities and financial products and transactions Total capital inflow from bond trading, bond repurchase, purchase or payment of principal and interest of financing products, subscription or redemption of fund products, etc. 635,673.35
Total capital outflow for bond trading, bond repurchase, purchase or payment of principal and interest of financing products, subscription or redemption of fund products, etc. 490,928.56
  • I-14 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

3.2.6 Contemplated ordinary related party transactions with China Cinda Asset Management Co., Ltd.

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest income from repurchase, income from provision of underwriting and distribution, and income from provision of asset management services 233.85 0.14%
Interest expenses for repurchase and lending 130.75 0.04%
Securities and financial products and transactions Total capital inflow from interbank lending, bond trading, bond repurchase, and purchase or payment of principal and interest of financing products 1,432,887.22
Total capital outflow for interbank lending, bond trading, bond repurchase, and purchase or payment of principal and interest of financing products 1,671,334.26
  1. Contemplated ordinary related party transactions with PICC Life Insurance Company Limited and its related parties

The Company and its holding subsidiaries are expected to enter into ordinary related party transactions with The People's Insurance Company (Group) of China Limited, PICC Life Insurance Company Limited, and companies where DING Lusha, a Director, serves as a director or senior management in 2025. The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount. The Company did not enter into related party transactions that were required to be disclosed with the aforementioned related parties in 2024.

  • I-15 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY TRANSACTIONS OF THE COMPANY FOR 2025

  1. Contemplated ordinary related party transactions with the Directors, Supervisors and senior management of the Company and their close relatives

The Company and its holding subsidiaries are expected to enter into financial services and securities and financial products and transactions with the Directors, Supervisors and senior management of the Company and their close relatives in 2025. The terms of the transactions are equivalent to those with third-party non-related parties and are exempt from disclosure.

The terms of the related party transactions entered into between the Company and its holding subsidiaries and the Directors, Supervisors and senior management of the Company and their close relatives in 2024 were equivalent to those with third-party non-related parties and were exempt from disclosure. In addition, the Directors, Supervisors and senior management of the Company receive remuneration or allowances in accordance with the relevant rules of the Company or the resolutions of the shareholders' general meeting. For details, please refer to the annual report of the Company.

  1. Contemplated ordinary related party transactions with other related parties

Other related parties include legal persons or other organizations, other than the abovementioned related parties, that are directly or indirectly controlled by the related natural persons of the Company, or where the related natural persons serve as a director or senior management, including those that had or will have a related relationship in the past twelve months and the next twelve months. Other related parties that are controlled by the same entity should be aggregated. For transactions between the Company and other related parties, the actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount.

  • I-16 -

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

6.1 Contemplated ordinary related party transactions with Essence Fund Management Co., Ltd. (安信基金管理有限责任公司)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Income from trading seats leasing, financial products agency sale, and custody and fund administrative services 757.55 0.50%
Securities and financial products and transactions Total capital inflow from bond trading, bond repurchase, subscription or redemption of funds products, purchase or payment of principal and interest of financing products, etc. 180,430.56
Total capital outflow for bond trading, bond repurchase, subscription or redemption of funds products, purchase or payment of principal and interest of financing products, etc. 225,088.75

6.2 Contemplated ordinary related party transactions with Sichuan Bank Company Limited (四川銀行股份有限公司)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Interest expenses for lending 34.71 0.05%
Securities and financial products and transactions Total capital inflow from interbank lending, bond trading, bond repurchase, etc. 4,784,404.46
Total capital outflow for interbank lending, bond trading, bond repurchase, etc. 4,797,126.64

APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

6.3 Contemplated ordinary related party transactions with Shenzhen Metro Group Co., Ltd. (深圳市地鐵集團有限公司)

Type of related party transaction Estimated amount for the year Actual transaction items in the previous year Actual amount for the previous year (RMB10,000) Percentage in the same type of business
Financial services The actual situation shall be disclosed due to the difficulty in the estimation of the actual items and amount Income from provision of underwriting, and fixed income from distribution fees 208.54 0.30%
Securities and financial products and transactions Total capital inflow from purchase or payment of principal and interest of financing products, etc. 236.57
Total capital outflow for purchase or payment of principal and interest of financing products, etc. 102,000.00
Lease expenses 51.71 0.11%
Others

II. MAJOR RELATED PARTIES AND THE RELATIONSHIPS

China Merchants Group Limited indirectly holds a total of 44.17% of the Shares of the Company and is the de facto controller of the Company. Among China Merchants Group and its related parties, the major related parties that have transactions with the Company include China Merchants Bank Co., Ltd. (a company listed on the SSE (stock code: 600036) and the Hong Kong Stock Exchange (stock code: 03968)), China Merchants Fund Management Co., Ltd. and its subsidiaries, Bosera Asset Management Co., Limited and its subsidiaries, China Great Wall Securities Co., Ltd. (a company listed on the Shenzhen Stock Exchange (stock code: 002939)) and its subsidiaries, Zheshang Securities Co., Ltd. (a company listed on the SSE (stock code: 601878)) and its subsidiaries, and China Merchants Financial Leasing Co., Ltd., etc.

China COSCO Shipping Corporation Limited indirectly holds a total of 10.02% of the Shares of the Company and is a substantial shareholder holding more than 5% of the Shares of the Company. Among COSCO Shipping and its related parties, the major related parties that have transactions with the Company include Shanghai Rural Commercial Bank Co., Ltd. (a company listed on the SSE (stock code: 601825)), Bank of Kunlun Co., Ltd., China Everbright Bank Company Limited (a company listed on the SSE (stock code: 601818)), China Bohai Bank Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code: 09668)), CIB Fund Management Co., Ltd., China Cinda Asset Management Co., Ltd. (a company listed on the Hong Kong Stock Exchange (stock code:


APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

01359)), Powchan Financial Group Co., LTD., COSCO SHIPPING Development Co., Ltd. (a company listed on the SSE (stock code: 601866); a company listed on the Hong Kong Stock Exchange (stock code: 02866)), etc.

III. MAIN CONTENT AND PRICING PRINCIPLES FOR RELATED PARTY TRANSACTIONS

(I) Type of Ordinary Related Party Transactions

  1. Financial services: deposits, mutual agency sale of financial products, provision of securities agency trading services, trading seats leasing, investment banking services including sponsorship, underwriting, financial advisory, etc., third-party depository and custody services, asset management, custody and fund administrative services, and other financial services business, etc.

  2. Securities and financial products and transactions: interbank lending, bond trading, bond repurchase, bond lending, foreign exchange transactions, interest rate swaps, equity swaps, over-the-counter derivative transactions, subscription or redemption of funds or wealth management products, purchase or payment of principal and interest of financing products, other securities and financial products and transactions business, etc.

  3. Equity/asset transactions and joint investment: joint investment with related parties and investment in their equity and assets (subscription).

  4. Others: procurement of computer hardware and software, information system, data information services and technical consulting services, office supplies, procurement of promotional items, leasing, property management and other general administrative transactions.

(II) Pricing Principles

The pricing of related party transactions of the Company shall be determined with reference to the following principles:

  1. Where the transaction is subject to government pricing, such price shall be directly applicable;

  2. Where the transaction is subject to government-guided pricing, the transaction price shall be reasonably determined within the scope of the government-guided pricing;

  3. In addition to government pricing or government-guided pricing, where the transaction has a comparable independent third-party market price or rate, the transaction price shall be determined with priority reference to such price or rate;


APPENDIX I

CONTEMPLATED ORDINARY RELATED PARTY

TRANSACTIONS OF THE COMPANY FOR 2025

  1. Where there is no comparable independent third-party market price for the related party transaction, the transaction price shall be determined with reference to the price of non-related party transactions between the related party and a third-party independent of the related party;

  2. Where there is neither an independent third-party market price nor an independent non-related party transaction price for reference, a reasonable composition of price, i.e. reasonable costs plus reasonable profits, shall be used as the basis for pricing.

IV. REASONS FOR THE RELATED PARTY TRANSACTIONS AND IMPACT ON THE COMPANY

The abovementioned ordinary related party transactions are conducted in the ordinary course of business of the Company, and are beneficial to the business development and enhancement of overall competitiveness of the Company.

The relationships between the Company and its related parties are fair and equal and mutually beneficial to both parties. The pricing of the abovementioned related party transactions is determined in accordance with the market rates on a reasonable and fair basis without prejudicing the interests of the non-related Shareholders of the Company. The abovementioned related party transactions do not affect the independence of the Company. The principal business of the Company has not been in reliance on the related parties due to these related party transactions.


APPENDIX II

GRANT OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES

Pursuant to the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, in order to grasp market opportunity and ensure flexibility in issuing new shares and in line with market practices of H share listed companies, it is proposed to the shareholders' general meeting to approve the grant of an unconditional General Mandate to the Board by a special resolution to authorize the Board to decide to, subject to market conditions and the needs of the Company, issue, allot and deal with additional Shares not exceeding 20% of the amount of overseas-listed foreign Shares (H Shares) in issue at the date of the passing of such resolutions and also authorize the Board to approve and execute necessary document(s), submit all necessary application procedures to relevant authorities and take other necessary steps to complete the aforesaid matters.

I. THE CONTENTS OF THE MANDATE

Details of the contents of the mandate include but are not limited to:

(1) Granting of an unconditional General Mandate to the Board (or the Director(s) authorized by the Board) to decide to, subject to market conditions and the needs of the Company, issue, allot and deal with additional Shares of the share capital of H Shares of the Company and make or grant offers, agreements, or options in relation to such Shares during the Relevant Period (as defined below);

(2) The aggregate nominal value of the H Shares approved to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to the exercise of options or otherwise) by the Board (or the Director(s) authorized by the Board) shall not exceed 20% of the aggregate nominal value of the H Shares in issue at the date of the passing of this resolution at the shareholders' general meeting;

(3) The Board (or the Director(s) authorized by the Board) be authorized to, upon the exercise of the aforementioned General Mandate, formulate and implement detailed issuance plan, including but not limited to the class of new Shares to be issued, pricing mechanism and/or issuance price (including price range), number of shares to be issued, allottees and use of proceeds, etc., and to determine the time of issuance, period of issuance and whether to allot shares to existing Shareholders;

(4) The Board be authorized to engage agents for share issuance related matters under the General Mandate; to approve and execute all acts, deeds, documents and other matters necessary, appropriate, required or relevant for share issuance; and to consider, approve, amend, according to the requirements of domestic and overseas regulatory authorities, and execute, on behalf of the Company, agreements related to the issuance, including but not limited to placing underwriting agreement and engagement agreement of agent, etc.;

(5) The Board be authorized to consider, approve, amend, according to the requirements of domestic and overseas regulatory authorities, and execute, on behalf of the Company, statutory documents in relation to the issuance to be submitted to regulatory authorities; to carry out approval procedures required by regulatory authorities and places in which the Company is


APPENDIX II

GRANT OF GENERAL MANDATE TO ISSUE ADDITIONAL H SHARES

listed; and to complete all necessary filings, registrations and records with the relevant governmental authorities of Hong Kong and/or any other regions and jurisdictions (if applicable);

(6) The Board be authorized to increase the registered capital of the Company after the issuance of new Shares, and to make corresponding amendments to the Articles of Association of China Merchants Securities Co., Ltd. (the “Articles of Association”) relating to total share capital and shareholdings structure, etc.;

(7) Upon the grant of the above authorizations, save as provided in relevant laws and regulations and normative documents and the Articles of Association, the Board be authorized to in turn authorize the management of the Company to deal with the authorizations under items (4) and (5) above according to relevant systems and work procedures.

II. VALIDITY OF THE MANDATE

Except that the Board may make or grant offers, agreements, or options during the Relevant Period in relation to the issuance of H Shares, which might require further promotion or implementation after the end of the Relevant Period, the period of the above mandate shall not exceed the Relevant Period. “Relevant Period” represents the period from the passing of this resolution as a special resolution at the shareholders’ general meeting until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the 12-month period following the passing of this resolution as a special resolution at the shareholders’ general meeting; or

(3) the date of the revocation or variation of the authority under this resolution by passing of a special resolution in any shareholders’ general meeting of the Company.

Should the Board or the authorized persons, during the Relevant Period, sign the necessary documents, complete the necessary formalities or take relevant steps which might require to be performed or carried out upon or after the end of the Relevant Period or continued until the end of the Relevant Period, the Relevant Period will be extended accordingly.

Exercise of the power granted under the aforementioned mandate by the Board is subject to approvals of the competent authorities and in accordance with the Company Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and the Articles of Association.


NOTICE OF 2024 ANNUAL GENERAL MEETING

招商证券股份有限公司

China Merchants Securities Co., Ltd.

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

(Stock Code: 6099)

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “AGM”) of China Merchants Securities Co., Ltd. (the “Company”) will be held at China Merchants Securities Building, No. 111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, the PRC on Thursday, June 26, 2025 at 10:00 a.m. to consider and approve the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the working report of the Board of the Company for 2024.
  2. To consider and approve the working report of the Supervisory Committee of the Company for 2024.
  3. To consider and approve the duty report of Independent Directors of the Company for 2024.
  4. To consider and approve the annual report of the Company for the year 2024.
  5. To consider and approve the final accounts report of the Company for 2024.
  6. To consider and approve the resolution on the profit distribution plan of the Company for 2024.
  7. To consider and approve the resolution on the authorization for interim profit distribution of the Company for 2025.
  8. To consider and approve the resolution on the budget for the proprietary investment of the Company for 2025.
  9. To consider and approve the resolution on engagement of the auditors of the Company for 2025.
  10. To consider and approve the resolution on the contemplated ordinary related party transactions of the Company for 2025:

10.01 Contemplated ordinary related party transactions with China Merchants Bank Co., Ltd. and its subsidiaries;
10.02 Contemplated ordinary related party transactions with China Merchants Group Limited and its related parties (including major upstream and downstream enterprises, excluding China Merchants Bank and its subsidiaries);

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NOTICE OF 2024 ANNUAL GENERAL MEETING

10.03 Contemplated ordinary related party transactions with China COSCO Shipping Corporation Limited and its related parties;
10.04 Contemplated ordinary related party transactions with PICC Life Insurance Company Limited and its related parties;
10.05 Contemplated ordinary related party transactions with the Directors, Supervisors and senior management of the Company and their close relatives; and
10.06 Contemplated ordinary related party transactions with other related parties.

  1. To consider and approve the resolution on the guarantee authorization scheme for the year 2025 of China Merchants Securities International Company Limited and its wholly-owned subsidiaries.
  2. To consider and approve the resolution on the proposed appointment of Mr. ZHU Jiangtao as an executive Director of the Company.

SPECIAL RESOLUTION

  1. To consider and approve the resolution on the grant of the General Mandate to the Board to issue additional H Shares of the Company.

By Order of the Board
China Merchants Securities Co., Ltd.
HUO Da
Chairman

Shenzhen, the PRC
June 5, 2025

Notes:

  1. Eligibility for attending the AGM and date of registration of members.

(1) For the purpose of determining the H Shareholders who are entitled to attend the AGM, the register of members of H Shares of the Company will be closed from Monday, June 23, 2025 to Thursday, June 26, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. All transfer documents accompanied by the relevant share certificates shall be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, June 20, 2025. H Shareholders whose names appear on the register of members of H Shares of the Company on Friday, June 20, 2025 are entitled to attend and vote at the AGM.
(2) Further announcement will be made by the Company in the PRC regarding the record date and arrangements for holders of A Shares of the Company who are entitled to attend the AGM.

  1. Proxy

NOTICE OF 2024 ANNUAL GENERAL MEETING

(1) A Shareholder who is entitled to attend and vote at the AGM may appoint one or more proxy(ies) to attend and vote on his/her/its behalf. A proxy need not be a Shareholder of the Company. A proxy of a Shareholder who has appointed more than one proxy may only vote by poll.

(2) If a Shareholder wishes to appoint his/her/its proxy(ies) to attend the AGM, the instrument appointing a proxy shall be in writing under the hand of the appointor or his/her/its attorney duly authorized in writing, or if the appointor is a legal person, either under seal or signed by a director or duly authorized attorney. If the instrument is signed by an attorney of the appointor, the power of attorney authorizing the attorney to sign or other document of authorization shall be notarized.

(3) In order to be valid, the notarized power of attorney or other document of authorization and the form of proxy shall be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the AGM.

  1. Registration procedures for attending the AGM

(1) A Shareholder attending in person should present valid proof of identity or stock account card when attending the AGM. In the case of attendance by proxy, the proxy should present valid proof of identity and the proxy form(s) of the Shareholder.

(2) If a Shareholder is a legal person, its legal representative should present his/her proof of identity and valid proof of his/her capacity as a legal representative. In the case of attendance by proxy of the legal representative, the proxy should present his/her proof of identity and a written letter of authorization duly issued by such legal representative when attending the AGM.

  1. Voting by poll

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the AGM will demand a poll in relation to all the proposed resolutions at the AGM in accordance with Article 108 of the Articles of Association of the Company.

Pursuant to Rule 2.15 of the Listing Rules, where Shareholders’ approval is required with regard to a transaction, any Shareholder that has a material interest in such transaction shall abstain from voting on the resolution(s) approving such transaction at the shareholders’ general meeting. As such, the abovementioned ordinary resolution No. 10 will be taken by poll by Shareholders who do not hold any interest in relation to such resolution. Shareholders controlled by China Merchants Group Limited are required to abstain from voting on the abovementioned ordinary resolutions No. 10.01 and 10.02. Shareholders controlled by China COSCO Shipping Corporation Limited are required to abstain from voting on the abovementioned ordinary resolution No. 10.03. PICC Life Insurance Company Limited is required to abstain from voting on the abovementioned ordinary resolution No. 10.04. Shareholders who have a controlling relationship with or are controlled by the same entity that controls any of such other related parties mentioned in ordinary resolution No. 10.06 set out in the notice of the AGM are required to abstain from voting on ordinary resolution No. 10.06.

  1. Miscellaneous

(1) Shareholders who attend the AGM in person or by proxy shall bear their own travelling and accommodation expenses.

(2) The contact details of the AGM are as follows:

Computershare Hong Kong Investor Services Limited


NOTICE OF 2024 ANNUAL GENERAL MEETING

Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for lodging transfer documents)
17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for deposit of proxy form)
Telephone: (852) 2862 8555
Fax: (852) 2865 0990

The Company

Contact address: No. 111, Fuhua Yi Road, Futian Street, Futian District, Shenzhen, Guangdong Province, the PRC
General office of China Merchants Securities Co., Ltd.

Contact person: SHANG Zhe and YU Tao
Contact number: (86)755-8308 1596 and (86)755-8308 1054
Fax: (86)755-8294 4669

(3) For details of the resolutions to be submitted for consideration and approval at the AGM, please refer to the circular of the Company dated June 5, 2025.

As at the date of this notice, the executive directors of the Company are Mr. HUO Da and Mr. WU Zongmin; the non-executive directors of the Company are Ms. LUO Li, Mr. LIU Zhenhua, Ms. LIU Hui, Mr. LI Delin, Mr. LI Xiaofei, Mr. HUANG Jian, Mr. ZHANG Mingwen and Ms. DING Lusha; and the independent non-executive directors of the Company are Mr. YIP, Ying Chi Benjamin, Ms. ZHANG Ruijun, Ms. CHEN Xin, Mr. CAO Xiao and Mr. FENG Jinhua.

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