China Merchants Securities Co., Ltd. (CMSC) released the revised “Terms of Reference of the Strategy and Sustainability Committee under the Board of Directors,” detailing the committee’s mandate, composition, operating rules and effective date. Key points follow:

1. Objective and Scope The committee is tasked with formulating CMSC’s medium- to long-term development strategies, advising on major investment, M&A and other material matters, and overseeing environmental, social and governance (ESG) objectives, plans and risks.

2. Composition • Members: Chairman of the board, one independent director and three to five non-independent directors, resulting in a five- to seven-member body. • Chairmanship: Held by the board chairman. • Tenure: Coincides with the board’s term; members are eligible for re-election.

3. Meeting Framework • Frequency: At least once annually. • Quorum and Voting: Minimum two-thirds attendance; resolutions require a simple majority. • Format: On-site by default, with video or teleconference permitted when full discussion is ensured. • Proxy: Written authorization allowed; each member may act as proxy for only one colleague.

4. Support and Resources The board secretary, general office, finance department and strategy research units handle logistics, materials and record-keeping. External advisers may be engaged, with fees borne by CMSC.

5. Governance and Confidentiality All participants must maintain confidentiality of deliberations. Meeting archives—including notices, materials and signed minutes—will be retained for at least 10 years.

6. Implementation and Supersession The revised charter takes effect on 13 July 2026, simultaneously repealing the prior version issued on 19 December 2025 (document Zhao Zheng Fa [2025] No. 715).

The announcement underscores CMSC’s continued focus on structured decision-making and heightened ESG oversight at the board committee level.