CITIC Securities has adopted a comprehensively revised Articles of Association (AOA) at the 59th meeting of its Eighth Board of Directors on 12 November 2026, pursuant to the mandate granted at the company’s 2026 third extraordinary general meeting of shareholders. The new AOA, effective immediately, embodies an extensive overhaul of corporate governance, risk management and shareholder-related provisions.

Key structural revisions include:

• Expanded Governance Framework – The AOA now comprises 12 chapters and two detailed procedural appendices, covering areas from share issuance and transfers to board operations, party organisation, and liquidation procedures. – The Board retains 15 directors (including at least one employee director) and must hold a minimum of four meetings annually. Independent directors must represent one-third of the board and may not serve more than six consecutive years.

• Strengthened Party Committee Role – In line with national regulations, the company formalises a Communist Party Committee, with the Board chairman also serving as party secretary. This committee will participate in strategic decision-making, cadre appointments and oversight of ethics, compliance and cultural development.

• Share Capital and Equity Management – Registered capital is confirmed at RMB 15.62 billion. – The company re-states cumulative share issues since its 1995 establishment and sets clear caps: treasury stock buy-backs may not exceed 10% of outstanding shares and must be disposed of within prescribed timelines. – Shareholders holding 5% or more of equity must promptly disclose any share pledges, changes in ultimate control, or regulatory penalties within five business days. Pledged shares are capped at 50% of a holder’s stake after lock-up expiry.

• Clearer Shareholder Rights and Meeting Rules – Shareholders representing as little as 1% of share capital may submit proposals up to 10 days before a meeting; those with 10% may compel an extraordinary general meeting. – Minority investors’ votes must be counted and disclosed separately on matters materially affecting their interests. – Robust procedures for virtual participation, cumulative voting for directors, and detailed proxy rules are codified.

• Enhanced Risk, Compliance and Audit Oversight – The Board assumes ultimate responsibility for comprehensive risk management, compliance and internal control effectiveness. – A Risk Management Committee, Audit Committee, Related Party Transactions Control Committee, Strategy & ESG Committee, Nomination Committee, and Remuneration & Appraisal Committee are mandated, each with defined voting thresholds and reporting duties. – The Audit Committee replaces the former Supervisory Committee, empowered to examine financial affairs, oversee directors, and initiate litigation where necessary.

• Capital Management and Transactions – The General Meeting must approve guarantees exceeding 30% of total assets or 50% of net assets, as well as major asset deals or investments breaching specific net-asset and profit thresholds. – The Board may authorise management to execute transactions below 0.5% of net assets or RMB1.00 billion, subject to post-event disclosure.

• Dividend Policy – Cash dividends remain a priority; when conditions permit, the company targets annual distributions of at least 20% of net profit, scaling up to 80% for mature stages without major capex. – Interim dividends are permitted, with caps tied to interim net profit. – Distribution must be completed within two months after shareholder approval.

• Formalised Liquidation and Dissolution Processes – Detailed procedures for mergers, divisions, capital changes and liquidation are articulated, including creditor notification timelines and director liability provisions.

The amended AOA reinforces CITIC Securities’ commitment to transparent governance, risk containment and shareholder value, aligning its corporate charter with updated regulatory requirements in both Shanghai and Hong Kong capital markets.