China Merchants Securities proposes governance overhaul, supervisory committee dissolution

China Merchants Securities Co. Ltd. is calling an extraordinary general meeting (EGM) on December 19, 2025, to approve the dissolution of its supervisory committee and a broad revision of its governance policies. This move aligns with the new Company Law of the People’s Republic of China, effective July 1, 2024, which mandates that the board's audit committee will assume the supervisory committee's functions by January 1, 2026. The existing rules of procedures for the supervisory committee will be terminated.

The proposed changes are extensive, involving amendments to the articles of association, the rules of procedures for shareholders' general meetings, and board meetings. Additionally, the company will update its rules for independent directors, the selection and appointment of accountants' firm, management of related party transactions, administrative measures on proceeds raised, and administrative measures on external donations. These revisions aim to strengthen director responsibilities and enhance shareholder protection.

Shareholders will vote on these changes, which were considered and approved by the board and/or the supervisory committee on November 24, 2025. H shareholders must register by December 15, 2025, to be eligible to attend and vote at the EGM.