China International Capital : AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND OTHER INTERNAL RULES, 2020 WORK REPORT OF THE BOARD OF DIRECTORS, 2020 WORK REPORT OF THE SUPERVISORY COMMITTEE, 2020 ANNUAL REPORT, 2020 PROFIT DISTRIBUTION PLAN, RE-APPOINTMENT OF THE ACCOUNTING FIRMS, ESTABLISHMENT OF THE ASSET MANAGEMENT SUBSIDIARY, 2021 ANNUAL ESTIMATION FOR DAILY RELATED-PARTY TRANSACTIONS, 2020 ANNUAL WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

April 20, 2021 at 02:06 am

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 International Capital Corporation Limited, 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.

China International Capital Corporation Limited

中國國際金融股份有限公司

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

(Stock Code: 03908)

Amendments to the Articles of Association, the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors and the Rules of Procedures of the Meeting of Board of Directors

2020 Work Report of the Board of Directors

2020 Work Report of the Supervisory Committee

2020 Annual Report

2020 Profit Distribution Plan

Re-appointment of the Accounting Firms

Establishment of the Asset Management Subsidiary

2021 Annual Estimation for Daily Related-Party Transactions

2020 Annual Work Report of Independent Non-Executive Directors

And

Notice of Annual General Meeting

Notice convening the Annual General Meeting ("AGM") of China International Capital Corporation Limited to be held at Function Room 2, 3F, JEN Hotel Beijing, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Tuesday, May 18, 2021 at 2:30 p.m. is set out on pages 13 to 16 of this circular.

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 at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) not less than 24 hours before the time appointed for holding the AGM (that is not later than 2:30 p.m. on Monday, May 17, 2021 (Beijing time)) 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, but in such event the form of proxy shall be deemed to be revoked.

April 19, 2021

	CONTENTS
		Page
DEFINITIONS . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .	17
APPENDIX II	COMPARISON TABLE OF THE AMENDMENTS TO
	THE PLAN ON AUTHORIZATION OF THE
	SHAREHOLDERS' GENERAL MEETING TO THE
	BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .	23
APPENDIX III	2020 WORK REPORT OF THE BOARD OF
	DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
APPENDIX IV	2020 WORK REPORT OF THE SUPERVISORY
	COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
APPENDIX V	COMPARISON TABLE OF THE AMENDMENTS TO
	THE RULES OF PROCEDURES OF THE MEETING
	OF BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .	42
APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY RELATED-
	PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . .	47
APPENDIX VII	2020 ANNUAL WORK REPORT OF INDEPENDENT
	NON-EXECUTIVEDIRECTORS . . . . . . . . . . . . . . . . . . .	55

- i -

DEFINITIONS

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

"A Share(s)"	ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is (are)
	subscribed for and traded in RMB and listed on the
	Shanghai Stock Exchange
"AGM" or "Annual General	the annual general meeting of the Company to be held at
Meeting"	Function Room 2, 3F, JEN Hotel Beijing, 1
	Jianguomenwai Avenue, Chaoyang District, Beijing, the
	PRC on Tuesday, May 18, 2021 at 2:30 p.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
"Company", "our Company",	China International Capital Corporation Limited (中國國
or "CICC"	際金融股份有限公司), a joint stock limited company
	incorporated in the PRC, whose H Shares are listed on
	Hong Kong Stock Exchange (stock code: 03908) and A
	Shares are listed on the Shanghai Stock Exchange (stock
	code: 601995)
"CSRC"	China Securities Regulatory Commission and its
	delegate(s)
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"H Share(s)"	ordinary 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 is (are)
	subscribed for and traded in HK dollars
"HK dollars"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended from
	time to time

"Plan on Authorization of the Shareholders' General Meeting to the Board of Directors"

"PRC"

"RMB"

"Rules of Procedures of the Meeting of Board of Directors"

"Share(s)"

the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors of China International Capital Corporation Limited, as amended from time to time

the People's Republic of China

Renminbi, the lawful currency of the PRC

Rules of Procedures of the Meeting of Board of Directors of China International Capital Corporation Limited, as amended from time to time

ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including A Share(s) and H Share(s)

"Shareholder(s)"	shareholder(s) of the Company
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"%"	per cent

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LETTER FROM THE BOARD

China International Capital Corporation Limited

中國國際金融股份有限公司

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

(Stock Code: 03908)

The Board of Directors:	Registered Office and
Non-executive Directors:	Head Office in the PRC:
Mr. Shen Rujun (Chairman of Board)	27th and 28th Floor
Ms. Tan Lixia	China World Office 2
Mr. Duan Wenwu	1 Jianguomenwai Avenue
	Chaoyang District
Executive Director:	Beijing, PRC
Mr. Huang Zhaohui (Chief Executive Officer)

	Principal Place of
Independent Non-executive Directors:	Business in Hong Kong:
Mr. Liu Li	29/F, One International Finance Centre
Mr. Siu Wai Keung	1 Harbour View Street
Mr. Ben Shenglin	Central, Hong Kong
Mr. Peter Hugh Nolan
	April 19, 2021
To the Shareholders
Dear Sir or Madam,
I. INTRODUCTION

On behalf of the Board, I invite you to attend the AGM to be held at Function Room 2, 3F, JEN Hotel Beijing, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Tuesday, May 18, 2021 at 2:30 p.m. The notice of the AGM is set out on pages 13 to 16 of this circular.

The purpose of this circular is to provide you with the notice of the AGM and 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.

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LETTER FROM THE BOARD

BUSINESS TO BE CONSIDERED AT THE AGM

Special resolutions will be proposed at the AGM to approve: (1) the amendments to the Articles of Association; and (2) the amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors.

Ordinary resolutions will be proposed at the AGM to approve: (3) the 2020 work report of the Board of Directors; (4) the 2020 work report of the Supervisory Committee; (5) the 2020 annual report; (6) the 2020 profit distribution plan; (7) the re-appointment of the accounting firms; (8) the amendments to the Rules of Procedures of the Meeting of Board of Directors; (9) establishment of the asset management subsidiary; and (10) 2021 annual estimation for daily related-party transactions.

Pursuant to the requirements of the Rules of General Meeting of Listed Companies issued by the CSRC, independent directors of listed companies shall present a work report at the annual general meeting. Accordingly, the matter will be reported at the AGM for Shareholders to hear: (11) 2020 annual work report of independent non-executive Directors.

Special Resolutions:

1. Amendments to the Articles of Association

According to the Approval relating to the Qualification of the Stock Options Market Making Business of China International Capital Corporation Limited (Zheng Jian Xu Ke [2021] No.341), the Measures for the Administration of Information Technology of Securities and Fund Operators and other laws and regulations as well as the requirements of regulatory authorities, and in light of the actual situation of the Company, the Company intends to add the scope of stock options market making business, and the information technology management duties of the Board of Directors in the Articles of Association. For details of the amendments to the Articles of Association, please see Appendix I to this circular.

The amendments to the Articles of Association will become effective on the date when they are considered and approved at the AGM.

The Board proposes at the AGM to approve the amendments to the Articles of Association, and to authorize the Board to, and the Board of Directors to authorize the Company's executive Director and the secretary to the Board of Directors and their authorized persons to, individually or jointly, within the scope of consideration and approval of the AGM, make corresponding adjustments and amendments to the Articles of Association (including but not limited to adjustments and amendments to the wording, sections, terms, conditions of effect and others) based on the changes in relevant laws and regulations and relevant policies, the requirements and recommendations from relevant domestic and overseas government agencies and regulatory authorities, and conduct approval (if necessary), change and filing with the company registration agencies and other relevant government departments upon the approval of the AGM.

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021, and is hereby proposed at the AGM for Shareholders' consideration and approval.

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LETTER FROM THE BOARD

2. Amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors

In order to further improve its corporate governance mechanism and clarify the scope of authorization of the shareholders' general meeting to the Board of Directors, the Company intends to amend the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors, with reference to market precedents and in consideration of the actual situation of the Company. For details of the amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors, please see Appendix II to this circular.

The amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors will become effective on the date when they are considered and approved at the AGM.

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021, and is hereby proposed at the AGM for Shareholders' consideration and approval.

Ordinary Resolutions:

3. 2020 Work Report of the Board of Directors

The 2020 work report of the Board of Directors was considered and approved by the Board on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval, details of which are set out in Appendix III to this circular.

4. 2020 Work Report of the Supervisory Committee

The 2020 work report of the Supervisory Committee was considered and approved by the Supervisory Committee on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval, details of which are set out in Appendix IV to this circular.

5. 2020 Annual Report

The 2020 annual report was considered and approved by the Board and Supervisory Committee on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval. The annual report will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the website of the Company (www.cicc.com) in due course, and will be dispatched to the Shareholders.

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LETTER FROM THE BOARD

6. 2020 Profit Distribution Plan1

According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, other relevant laws and regulations, and the relevant requirements under the Articles of Association, the 2020 profit distribution plan of the Company is proposed as follows:
At the beginning of 2020, the Company's undistributed profits amounted to RMB2,946,487,882. In addition, the Company realized net profits of RMB2,590,179,997 for 2020. After deducting profits allocated to holders of other equity instruments of RMB57,000,000 in 2020 and before appropriating the statutory surplus reserves, general risk reserves and trading risk reserves, the profits available for distribution of the Company at the end of 2020 amounted to RMB5,479,667,879.

Pursuant to the relevant laws and regulations and the Articles of Association, the net profits of the Company for the year of 2020 are proposed to be distributed in the following order:

RMB259,018,000, or 10% of the net profit of the Company in 2020, is to be appropriated to the statutory surplus reserve (the accumulated amount of the statutory reserves of the Company will account for 20.6% of the registered capital of the Company after this contribution);
RMB265,572,291, or 10% of the net profits, 2.5% of the custodian fee income for mutual funds and 10% of the management fee income for collective assets management plans of the Company in 2020, is to be appropriated to the general risk reserves;
RMB259,018,000, or 10% of the net profits of the Company in 2020, is to be appropriated to the trading risk reserves.

The total amount of the three items above is RMB783,608,291.

After deducting of the three items above, the profits available for distribution of the Company at the end of 2020 is RMB4,696,059,588.

1 Certain amounts and percentage figures included in this resolution have been subject to rounding. Accordingly, the arithmetic sum shown may not be the total of the figures preceding them. Any discrepancies between the arithmetic sum shown and the total of the amounts listed are due to rounding.

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LETTER FROM THE BOARD

Taking into account the capital need of the Company's current business and future development, shareholders' interests and other factors, the Company's profit distribution plan for 2020 is as follows:
1. The Company will adopt the method of cash dividend payment for its 2020 profit distribution. The total proposed cash dividend to be distributed is RMB868,906,236.24 (tax inclusive) (the "2020 Final Dividend"). In case of any changes in the total number of issued Shares of the Company on the record date resulting from placing of shares, share repurchase and other reasons, the amount of cash dividend per Share will be accordingly adjusted within the total amount of RMB868,906,236.24 (tax inclusive). On the basis of 4,827,256,868 Shares in issue of the Company to date, a cash dividend of RMB1.80 (tax inclusive) for every ten Shares held will be distributed.
2. The cash dividend is denominated and declared in RMB, and paid in RMB and in HK dollars to holders of A Shares and holders of H Shares, respectively. The actual amounts to be distributed in HK dollars shall be converted based on the average central parity of the exchange rate of RMB against HK dollars as announced by the People's Bank of China for five working days prior to the date of the AGM of the Company.

The above resolution was considered and approved by the Board and Supervisory Committee on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval.

For the purpose of determining the entitlement of holders of H Shares to the 2020 Final Dividend, the H Share register of members of the Company will be closed from Tuesday, May 25, 2021 to Sunday, May 30, 2021 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the H Share register of members of the Company on Sunday, May 30, 2021 are entitled to the 2020 Final Dividend. In order to be entitled to receive the 2020 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 holders of H Shares) 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, May 24, 2021.

The 2020 Final Dividend, if approved by the Shareholders of the Company at the AGM, is expected to be paid on or around Thursday, July 15, 2021 to H Shareholders whose names appear on the register of members of the Company on Sunday, May 30, 2021. With regard to the payment of the 2020 Final Dividend to the A Shareholders, the Company will announce the specific arrangement for the payment of 2020 Final Dividend to the A Shareholders separately on the Shanghai Stock Exchange.

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LETTER FROM THE BOARD

7. Re-appointment of the Accounting Firms

The Company has appointed Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the domestic accounting firm and the international accounting firm of the Company in 2020, respectively, responsible for providing the relevant statutory audit, interim review, agreed-upon procedure services and internal control audits services. The detailed arrangements of the Company's relevant matters for 2021 are as follows:

The Company is to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the domestic accounting firm and the international accounting firm for 2021, respectively, responsible for providing the relevant statutory financial statements audit, interim financial statements review and agreed-upon procedure services of quarterly financial statements to the Company, and to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP as the internal control audit institution of the Company in 2021. The term of both re-appointments shall be one year, and the total fees for the auditing of the statutory financial statements, the reviewing of the interim financial report and performing the agreed-upon procedures over quarterly financial statements for 2021 shall not exceed RMB7 million, and the fees for the auditing of internal control shall not exceed RMB1.55 million.
It is proposed that the AGM authorize the Board of Directors to adjust and determine the specific fees based on the actual situation, should the cap of the fees mentioned in this resolution be exceeded as a result of modification of the scope and content of the auditing of the statutory financial statements, the reviewing of the interim financial statements, performing the agreed-upon procedures services over quarterly financial statements and internal control audits or other changes.

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval.

8. Amendments to the Rules of Procedures of the Meeting of Board of Directors

According to the proposed amendments by the Company to the current Articles of Association, the Company intends to amend the Rules of Procedures of the Meeting of Board of Directors. For details of the amendments to the Rules of Procedures of the Meeting of Board of Directors, please see Appendix V to this circular.

The amendments to the Rules of Procedures of the Meeting of Board of Directors will become effective on the date when they are considered and approved at the AGM.

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LETTER FROM THE BOARD

The Board proposes at the AGM to approve the amendments to the Rules of Procedures of the Meeting of Board of Directors, and to authorize the Board to, and the Board of Directors to authorize the Company's executive Director and the secretary to the Board of Directors and their authorized persons to, individually or jointly, within the scope of consideration and approval of the AGM, make corresponding adjustments and amendments to the Rules of Procedures of the Meeting of Board of Directors (including but not limited to adjustments and amendments to the wording, sections, terms, conditions of effect and others) based on the changes in relevant laws and regulations and relevant policies, the requirements and recommendations from relevant domestic and overseas government agencies and regulatory authorities, and the adjustments and amendments to the Articles of Association (if any).

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval.

9. Establishment of the Asset Management Subsidiary

In order to further seize business opportunities and build a leading asset management platform, the Company intends to establish a wholly-owned asset management subsidiary ("Asset Management Subsidiary") and apply for the mutual fund manager license (the "Mutual Fund Manager License"). Accordingly, the Board proposes to the AGM:

to agree that the Company will contribute no more than RMB1.5 billion (included) (among which the initial registered capital is RMB1 billion) to establish a wholly-owned subsidiary, CICC Asset Management Co., Ltd. (tentative name), to engage in securities asset management business, mutual securities investment fund management business and other business to be reviewed and approved by the regulatory authorities. The relevant mutual securities investment fund management business shall be applied only after the relevant laws and regulations are promulgated. The name, registered capital, place of registration and business scope of the Asset Management Subsidiary shall be subject to the approval by the registration authority.
to agree that in accordance with the regulatory requirements and the risk control indicators of the Asset Management Subsidiary, the Company will provide a net capital guarantee undertaking of no more than RMB3 billion (included), the valid term of which shall last from the establishment date of the Asset Management Subsidiary to the time when its capital status can continuously meet the regulatory requirements, and agree to authorize the chief executive officer and the senior manager in charge of asset management business individually or jointly, according to the actual situation of business

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LETTER FROM THE BOARD

development, to decide on providing or withdrawing the guarantee undertaking on net capital in several batches, and to deal with the relevant matters in accordance with the regulatory requirements.

to agree that the Asset Management Subsidiary will succeed the securities asset management business of CICC, after establishment.
to agree that the Company will adjust its business scope of "asset management for clients" due to establishment of the Asset Management Subsidiary, and agree to authorize the chief executive officer and the senior manager in charge of asset management business to individually or jointly formulate and adjust the specific expressions of business scope of the Company and the Asset Management Subsidiary, in accordance with review and approval of the regulatory authorities and the specific circumstances, and to deal with the related matters such as the application for change of business scope, business registration and renewal of securities business license, etc. The relevant amendments to the Articles of Association shall be subject to separate corporate governance procedures in accordance with the requirements of laws and regulations.
to agree to authorize the chief executive officer and the senior manager in charge of asset management business individually or jointly, to deal with matters such as preparation, approval and establishment of the Asset Management Subsidiary.

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' consideration and approval. The Asset Management Subsidiary shall be established upon the approval of the CSRC.

10. 2021 Annual Estimation for Daily Related-party Transactions

The Company has been approved by the CSRC to engage in securities business, carry out securities and other financial products trading and intermediary services, and the counterparties and clients of the Company are extensive and uncertain, which may include related-parties of the Company. According to Rules Governing the Listing of Stocks on Shanghai Stock Exchange (the "SSE Listing Rules"), the Implementation Guidelines for Related-partyTransactions of Listed Companies of Shanghai Stock Exchange and the Policy on Management of Related-PartyTransactions of China International Capital Corporation Limited and relevant regulations, in order to further improve the management of related-party transactions and information disclosure of the Company, and in combination of the Company's need of daily operation and business development, the Company estimated the 2021 annual daily related-party transactions under SSE Listing Rules. For details of the 2021 annual estimation for daily related-party transactions, please see Appendix VI to this circular.

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LETTER FROM THE BOARD

If the relevant Related-Party Transactions constitute discloseable transactions under Chapter 14 or connected transactions under Chapter 14A of the Listing Rules, the Company will carry out separate disclosure and/or approval procedures (if applicable) in accordance with the requirements of the Listing Rules.

The above resolution was considered and approved by the Board on Tuesday, March 30, 2021. Ms. Tan Lixia and Mr. Duan Wenwu have abstained from voting on this resolution as related Directors, and the resolution is hereby proposed at the AGM for Shareholders' consideration and approval.

To Hear the Following Report:

11. 2020 Annual Work Report of Independent Non-Executive Directors

According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and Establishment of Independent Director Systems by Listed Companies Guiding Opinion, and other laws and regulations, as well as the Articles of Association, the independent non-executiveDirectors of the Company are able to faithfully perform their duties as independent non-executivedirectors during their tenure, prudently exercise the authorities conferred by the Company and shareholders, actively attend the shareholders' general meetings and meetings of the Board of Directors, express objective and fair independent opinions on relevant material matters, give full play to the role of independent non-executivedirectors, effectively safeguard the legitimate interests of all shareholders, especially minority shareholders, and actively promote the standardized operation of the Company.

The Company has summarized the work of the independent non-executive Directors in 2020 and the 2020 annual work report of independent non-executive Directors was considered and approved by the Board on Tuesday, March 30, 2021 and is hereby proposed at the AGM for Shareholders' review, but no resolution thereof is required to be made at the AGM, details of which are set out in Appendix VII to this circular.

THE AGM
The form of proxy of the AGM is enclosed herewith.

- 11 -

LETTER FROM THE BOARD

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the 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.

According to Rule 2.15 of the Listing Rules, where a transaction or arrangement is subject to shareholders' approval, any shareholder that has a material interest in the transaction or arrangement shall abstain from voting on the resolution(s) approving the transaction or arrangement at the general meeting. Ordinary resolution 10 listed above shall be voted by the shareholders who do not have any interest in such resolution. Related legal persons controlled by Director Tan Lixia, or in which she serves as a director or senior management shall abstain from voting on the ordinary resolution 10.01, if they are Shareholders of the Company; related legal persons controlled by Director Duan Wenwu, or in which he serves as a director or senior management shall abstain from voting on the ordinary resolution 10.02, if they are Shareholders of the Company; related legal persons controlled by the former Director Xiong Lianhua, or in which she serves as a director or senior management shall abstain from voting on the ordinary resolution 10.03, if they are Shareholders of the Company; other related legal persons of the Company shall abstain from voting on the ordinary resolutions 10.04 and 10.05, if they are Shareholders of the Company; other related natural persons of the Company shall abstain from voting on the ordinary resolution 10.06, if they are Shareholders of the Company.

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 favor of all resolutions proposed at the AGM.

Yours faithfully,

By order of the Board

China International Capital Corporation Limited

Secretary to the Board

Sun Nan

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

China International Capital Corporation Limited

中國國際金融股份有限公司

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

(Stock Code: 03908)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of China International Capital Corporation Limited (the "Company") will be held at Function Room 2, 3F, JEN Hotel Beijing, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Tuesday, May 18, 2021 at 2:30 p.m. for the following purposes. Unless otherwise defined, terms used in this notice shall have the same meanings as those used in the circular of the Company dated April 19, 2021, which contains details of the following resolutions.

SPECIAL RESOLUTIONS

To consider and approve the amendments to the Articles of Association;
To consider and approve the amendments to the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors;

ORDINARY RESOLUTIONS

To consider and approve the 2020 work report of the Board of Directors;
To consider and approve the 2020 work report of the Supervisory Committee;
To consider and approve the 2020 annual report;
To consider and approve the 2020 profit distribution plan;
To consider and approve the re-appointment of the accounting firms;
To consider and approve the amendments to the Rules of Procedures of the Meeting of Board of Directors;
To consider and approve the establishment of the asset management subsidiary;

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NOTICE OF ANNUAL GENERAL MEETING

10. To consider and approve the 2021 annual estimation for daily related-party transactions;

10.01 Estimated related-party transactions with legal persons controlled by Director Tan Lixia, or in which she serves as a director or senior management;

10.02 Estimated related-party transactions with legal persons controlled by Director Duan Wenwu, or in which he serves as a director or senior management;

10.03 Estimated related-party transactions with legal persons controlled by the former Director Xiong Lianhua, or in which she serves as a director or senior management;

10.04 Estimated related-partytransactions with Zheshang Jinhui Trust Co., Ltd.* (浙商金匯信託股份有限公司);

10.05 Estimated related-party transactions with other related legal persons;

10.06 Estimated related-party transactions with other related natural persons;

AS REPORTING DOCUMENT

11. To hear the 2020 annual work report of independent non-executive Directors.

By order of the Board

China International Capital Corporation Limited

Secretary to the Board

Sun Nan

Beijing, the PRC

April 19, 2021

As at the date of this announcement, the Executive Director of the Company is Mr. Huang Zhaohui; the Non-executive Directors are Mr. Shen Rujun, Ms. Tan Lixia and Mr. Duan Wenwu; and the Independent Non-executive Directors are Mr. Liu Li, Mr. Siu Wai Keung, Mr. Ben Shenglin and Mr. Peter Hugh Nolan.

For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

Pursuant to the Listing Rules, 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 AGM will be voted by poll. Results of the poll voting will be published on the Company's website at www.cicc.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.
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 need not be a Shareholder of the Company.
In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of H Shares), not less than 24 hours before the time appointed for holding the AGM (that is not later than 2:30 p.m. on Monday, May 17, 2021 (Beijing time)) or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M/F, 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, but in such event the form of proxy shall be deemed to be revoked.
The H Share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H Shares to attend the AGM, from Tuesday, May 11, 2021 to Tuesday, May 18, 2021 (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 holders of H Shares) 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, May 10, 2021. The H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, May 18, 2021 are entitled to attend and vote at the AGM.
The Company proposed to adopt the method of cash dividend payment for its 2020 profit distribution. The total proposed cash dividend to be distributed is RMB868,906,236.24 (tax inclusive) (the "2020 Final Dividend"). In case of any changes in the total number of issued shares of the Company on the record date (Sunday, May 30, 2021) by reason of placing of shares or share repurchase, the amount of cash dividend per Share will be adjusted accordingly, within the total amount of RMB868,906,236.24 (tax inclusive). On the basis of 4,827,256,868 Shares issued to date, a cash dividend of RMB1.80 (tax inclusive) for every ten Shares held will be distributed.
The H Share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H Shares to the 2020 Final Dividend, from Tuesday, May 25, 2021 to Sunday, May 30, 2021 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the H Share register of members of the Company on Sunday, May 30, 2021 are entitled to the 2020 Final Dividend. In order to be entitled to receive the 2020 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 holders of H shares) 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, May 24, 2021.
The 2020 Final Dividend, if approved by the Shareholders of the Company at the AGM, is expected to be paid on or around Thursday, July 15, 2021 to qualified Shareholders.
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.
Shareholder or his/her proxy shall produce proof of identity when attending the AGM:
1. 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.

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

1. 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.
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.
Computershare Hong Kong Investor Services Limited is located at 17M/F and Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
The board office of the Company is located at 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC.
Tel: 86 (10) 6505 1166 (Ext. 1433)
Fax: 86 (10) 6505 1156

- 16 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION

COMPARISON TABLE OF THE AMENDMENTS TO ARTICLES OF ASSOCIATION

OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED1

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

Chapter 2 Business Scope and

Objectives

Article 12

The Company

may

Article 12 The Company may

To make amendments

engage in businesses approved by

according

the

financial

regulatory

authorities

the

financial regulatory

authorities

requirements

the

in accordance with law. The

Approval

relating

Company's business scope covers:

the

Qualification

the

Stock

Options

(I)

brokerage business for RMB-

(I)

brokerage business for RMB-

Market

Making

denominated ordinary shares,

Business

China

special

RMB-denominated

special

RMB-denominated

International

Capital

shares,

issued

shares,

issued

Corporation

Limited

overseas,

domestic

and

overseas,

domestic

and

(Zheng Jian

overseas

government bonds,

overseas

government

bonds,

[2021] No. 341) and

debenture

and

corporate

debenture

and

corporate

in light of the actual

bonds;

situation

the

Company.

proprietary business for (II) proprietary business for


RMB-denominated	ordinary	RMB-denominated	ordinary
shares,	special		RMB-	shares,	special		RMB-
denominated	shares,	shares	denominated	shares,	shares
issued		overseas,	domestic	issued		overseas,	domestic
and	overseas	government	and	overseas	government
bonds,	debenture	and	bonds,	debenture	and
corporate bonds;			corporate bonds;
(III) underwriting		business for	(III) underwriting		business for
RMB-denominated	ordinary	RMB-denominated	ordinary
shares,	special		RMB-	shares,	special		RMB-
denominated	shares,	shares	denominated	shares,	shares
issued		overseas,	domestic	issued		overseas,	domestic
and	overseas	government	and	overseas	government
bonds,	debenture	and	bonds,	debenture	and
corporate bonds;			corporate bonds;

1 As a result of the addition to or deletion from the Articles, the relevant Articles and cross-references of the Articles of Association may be adjusted accordingly and are not to be stated separately.

- 17 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(IV)

promotion

and

management

(IV)

promotion

and

management

of funds;

(V)

advisory

services

(V)

advisory

services

corporate

restructuring

and

corporate

restructuring

and

mergers and acquisitions;

(VI)

advisory

services

on project

(VI)

advisory

services

on project

financing;

(VII)

investment

consultancy

and

(VII)

investment

consultancy

and

other consultancy businesses;

(VIII) foreign exchange trading;

(IX)

foreign

exchange

asset

(IX)

foreign

exchange

asset

management

overseas

management

overseas

enterprises

and

domestic

enterprises

and

domestic

foreign-invested enterprises;

(X)

inter-bank

lending

and

(X)

inter-bank

lending

and

borrowings;

(XI)

asset management for clients;

(XI)

asset management for clients;

(XII)

online

agency

securities

(XII)

online

agency

securities

trading;

(XIII) securities margin trading;

(XIV) sales of financial products on

an agency basis;

(XV)

sales of securities investment

(XV)

sales of securities investment

fund on an agency basis;

(XVI)

intermediary

business

for

(XVI)

intermediary

business

for

futures companies;

- 18 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(XVII) securities

investment

fund

(XVII)securities

investment

fund

custody business; and

(XVIII) other businesses as approved

(XVIII) stock options market making

financial

regulatory

business; and

authorities.

(XV

other businesses as approved

The Company may engage in other

IXII)

financial

regulatory

businesses as approved by other

authorities.

competent

authorities

permitted by laws and regulations.

The Company may engage in other

businesses as approved by other

competent

authorities

permitted by laws and regulations.

Chapter 5 Directors and

Board of Directors

Section 3 Board of Directors

Article 149 The board of directors

To make amendments

shall

exercise

the

following

shall

exercise

the

following

according to Article

functions and powers:

7 of Measures

for

the Administration of

(I)

convening

the

shareholders'

(I)

convening

the

shareholders'

Information

general

meeting

and

general

meeting

and

Technology

reporting its work thereto;

Management

Securities and Fund

(II)

implementing

resolutions

(II)

implementing

resolutions

Operators.

adopted at

the

shareholders'

adopted at

the

shareholders'

general meeting;

(III)

deciding the business

plans

(III)

deciding the business

plans

and

investment

programs of

and

investment

programs of

the Company;

(IV)

formulating

the

annual

(IV)

formulating

the

annual

financial

budget

plan

and

financial

budget

plan

and

final accounting plan of the

Company;

- 19 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(V)

formulating

profit

(V)

formulating

profit

distribution

plans

and

loss

distribution

plans

and

loss

recovery

plans

the

recovery

plans

the

Company;

(VI)

formulating

plans

for

(VI)

formulating

plans

for

increasing

reducing

the

increasing

reducing

the

registered

capital

the

registered

capital

the

Company, for bond issuance

or other securities, and for

public offering;

(VII)

formulating plans for the

(VII)

formulating plans for the

Company's buy-back of its

shares;

(VIII) formulating plans for merger,

division,

dissolution

division,

dissolution

change of company form;

(IX)

making decisions on the

(IX)

making decisions on the

establishment

the

establishment

the

Company's

internal

Company's

internal

management bodies;

(X)

appointing or dismissing the

(X)

appointing or dismissing the

Company's CEO, secretary of

the board of directors, CCO

and other members of Senior

Management;

and

deciding

Management;

and

deciding

on matters

concerning

the

on matters

concerning

the

remuneration

of the

above

remuneration

of the

above

persons;

(XI)

formulating

the

basic

(XI)

formulating

the

basic

management

system

the

management

system

the

Company;

(XII)

formulating the plan for

(XII)

formulating the plan for

amendment to the Articles of

Association;

- 20 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(XIII) considering

and

approving

(XIII) considering

and

approving

the

Company's

material

the

Company's

material

external

guarantees,

external

guarantees,

investments, acquisitions and

disposals of assets, pledge of

assets,

entrusted

financial

assets,

entrusted

financial

management,

related-party

management,

related-party

transactions,

etc.

under the

transactions,

etc.

under the

laws,

regulations,

securities

laws,

regulations,

securities

regulatory rules in the places

where the Company's shares

are listed or the authorization

of the

shareholders'

general

of the

shareholders'

general

meeting;

(XIV) proposing

the

(XIV) proposing

the

shareholders'

general

shareholders'

general

meetings for appointment or

replacement

accountancy firm to conduct

an audit for the Company;

(XV)

managing matters relating to

(XV) managing matters relating to

information disclosure;

(XVI) listening to the work report of

the CEO of the Company and

examining the work thereof;

- 21 -

APPENDIX I

COMPARISON TABLE OF THE AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

No.

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(XVII)

other

material

matters

(XVII)

considering

the

excluding matters required to

management objectives of the

be adopted at the Company's

Company

and

taking

shareholders'

general

responsibility

for

the

meeting as prescribed by the

effectiveness

Relevant

Laws

and

management; considering IT

Regulations or the Articles of

strategy

ensure

its

Association;

consistency

with

the

development

strategy,

risk

(XVIII) other

functions

and

powers

management

strategy

and

prescribed by

the

relevant

capital

strength

the

laws,

regulations, securities

Company;

establishing

regulatory rules in the place

manpower

and

capital

where the Company's shares

guarantee plan; and assessing

are listed or the Articles of

the

overall

effect

and

Association,

and authorized

effectiveness

annual

by the

shareholders' general

management;

meeting.

(XVIII) other

material

matters

excluding matters required to

be adopted at the Company's

shareholders'

general

meeting as prescribed by the

Relevant

Laws

and

Regulations or the Articles of

Association;

(XVII

other

functions

and

powers

IX)

prescribed

the

relevant

laws,

regulations,

securities

regulatory rules in the place

where the Company's shares

are listed or the Articles of

Association,

and

authorized

the

shareholders' general

meeting.

- 22 -

APPENDIX II	COMPARISON TABLE OF THE AMENDMENTS TO THE
	PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'
	GENERAL MEETING TO THE BOARD OF DIRECTORS

COMPARISON TABLE OF THE AMENDMENTS TO THE PLAN ON

AUTHORIZATION OF THE SHAREHOLDERS' GENERAL MEETING TO

THE BOARD OF DIRECTORS OF CHINA INTERNATIONAL

CAPITAL CORPORATION LIMITED

Number	Pre-amendment Articles		Amended Articles		Basis for Amendment

1.	I.	Approval	Authority	I.	Approval	Authority	To avoid ambiguity,
		for	Equity	Investment		for General Long-term	specifying	"equity
		and Disposal			Equity Investment and	investment"	as
								Disposal	"general long-term
		The Board of Directors						equity investment".
	has the authority to decide		The Board of Directors
	on the	equity	investment	has the authority to decide
	and	disposal	matters	that	on the general long-term
	meet		the		following	equity	investment	and
	conditions,	where	the	disposal	matters	that	meet
	amount of assets has both	the	following	conditions,
	book	value	and assessed	where the amount of assets
	value,	the	higher	shall	has both book value and
	prevail:					assessed	value,	the higher
							shall prevail:

The total amount of
equity investment and i. The total amount of

assets	disposed	in a	equity	investment and
year does not exceed	assets	disposed	in a
30% of the Company's	year does not exceed
latest	audited	total	30% of the Company's
assets.			latest	audited	total
			assets.

The amount of equity
investment or assets ii. The amount of equity

disposed	in	a single	investment	or	assets
transaction does	not	disposed	in	a	single
exceed	10%	of	the	transaction	does	not
Company's	latest	exceed	10%	of	the
audited net assets.		Company's		latest
				audited net assets.

- 23 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE

PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'

GENERAL MEETING TO THE BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for Amendment

III.

Approval

Authority

III.

Approval

Authority

specify

that

the

for

Establishment

for

Establishment

establishment

Legal Entities

tier-one

subsidiaries

The Board of Directors

(including

wholly

has the authority to decide

and non-wholly-

the

Company's

the

Company's

owned

tier-one

investment

and

investment

and

subsidiaries)

establishment of tier-one

within the authority

wholly-owned

subsidiaries

wholly-owned

subsidiaries

the board

at home and abroad. Such

directors.

authority

shall

not

authority

shall not

delegated to others.

If investment quota is

involved,

shall

involved,

shall

implemented

according

implemented

according

the

approval

authority

for

the

approval

authority

for

equity investment

this

general long-termequity

plan on authorization.

investment in this plan on

authorization.

- 24 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE

PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'

GENERAL MEETING TO THE BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for Amendment

VIII. Business

Supplement

the

Authorization

categories

the

business according

accordance

with

accordance

with

the

actual

laws,

regulations

and

laws,

regulations

and

situation

the

regulatory requirements, the

Company.

Board of Directors has the

authority to decide on all

domestic

and

overseas

domestic

and

overseas

businesses

within

the

businesses

within

the

business scope and the size

investment,

financing

investment,

financing

and

guarantee

within

the

and

guarantee

within

the

routine

business

scope

routine

business

scope

based on the changes in the

market

environment,

the

market

environment,

the

actual status of equity funds

and

business development,

and

business development,

including but not limited to,

the

investments

within

the

investments

within

the

routine

business

scope

routine

business scope

the

Company

such

the

Company

such

proprietary

investment,

proprietary

investment,

market-making

business,

market-making

business,

entrusted

investment

entrusted

investment

business,

securities

business,

securities

investment

arising

from

investment

arising

from

sponsoring

and

sponsoring

and

underwriting, private equity

underwriting, direct

equity

investment

fund

business

investment business,private

and

alternative

investment,

equity

investment

fund

well

guarantee,

business

and

alternative

customer

financing,

and

investment,

well

borrowing

and

lending

guarantee,

customer

funds. It also has the

financing,

and

borrowing

authority

effectively

and lending of funds. It also

manage

all

risks

has

the

authority

businesses.

For

the

effectively manage all risks

avoidance of any doubt, all

businesses.

For

the

above

investment

and

avoidance of any doubt, all

financing businesses within

the

above

investment

and

the business scope of the

financing businesses within

Company are not applicable

the business scope of the

to the relevant authorization

Company are not applicable

equity

investment

to the relevant authorization

Article I, other non-

of general long-termequity

financial asset investment in

investment

Article

Article II, and issuance of

other non-financial asset

debt

financing

instruments

investment in Article II, and

in Article VI.

issuance

debt financing

instruments in Article VI.

- 25 -

APPENDIX II	COMPARISON TABLE OF THE AMENDMENTS TO THE
		PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'
		GENERAL MEETING TO THE BOARD OF DIRECTORS


Number	Pre-amendment Articles	Amended Articles	Basis for Amendment

4.	IX.	Miscellaneous	IX. Miscellaneous	To	make
				amendments

If the approval of i. If the approval of according to the

authorized		matters	authorized		matters	demands of	the
under this	plan	on	under this	plan	on	operation	and
authorization		is	authorization		is	management of	the
otherwise stipulated in	otherwise stipulated in	Company.
the	provisions	of	the	provisions	of
securities		regulators	securities		regulators
and stock exchanges in	and stock exchanges in
the	places	where	the	the	places	where	the
Company's	shares	are	Company's	shares	are
listed, such provisions	listed, such provisions
shall prevail.			shall prevail.
ii. Except where laws and ii.	Except where laws and
regulations,			the	regulations,			the
Articles of Association	Articles of Association
and	this	plan	on	and	this	plan	on
authorization	provide	authorization	provide
that				relevant	that			relevant
authorities			are	authorities			are
reserved for the Board	reserved for the Board
of Directors, the Board	of Directors, the Board
of	Directors	may	of	Directors	may
delegate	part	of	the	delegate	part	of	the
authorities	under	this	authorities	under	this
plan	on	authorization	plan	on	authorization
to	the		Company's	to	the		Company's
Chief		Executive	Management
Officer.					Committee		Chief
						Executive Officer.

- 26 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE

PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'

GENERAL MEETING TO THE BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for Amendment

iii.

this

plan

iii. In

this

plan

authorization,

except

authorization,

except

that

the

matters

that

the

matters

provided in Article V

provided

in Article V

"External

Donation"

"External

Donation"

and

Article

VII

and

Article

VII

"Business

Authorization"

shall

Authorization"

shall

be approved

than

half

all

than

half

all

directors,

other

directors,

other

matters

for

matters

for

authorization

shall be

authorization

shall be

approved by two thirds

the

directors,

unless

directors,

unless

otherwise required by

otherwise

required by

laws,

regulations

and

laws,

regulations

and

regulatory policies.

- 27 -

APPENDIX II

COMPARISON TABLE OF THE AMENDMENTS TO THE

PLAN ON AUTHORIZATION OF THE SHAREHOLDERS'

GENERAL MEETING TO THE BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for Amendment

iv.

This

plan

iv.

This

plan

authorization

shall be

authorization

shall be

implemented

after

implemented

after

being

reviewed

and

being

reviewed

and

approved

the

approved

the

Shareholders'

General

Shareholders'

General

Meeting,

until

the

Meeting,

until

the

Shareholders'

General

Shareholders'

General

Meeting

makes

Meeting

makes

decision

to change or

decision

to change or

stipulate a new plan on

authorization.

The

authorization.

The

Shareholders'

General

Shareholders'

General

Meeting

may adjust

Meeting

may adjust

this

plan

this

plan

authorization

according to the actual

business

operation of

business

operation of

the Company. In case

any

inconsistency

any

inconsistency

between

any

existing

between

any

existing

authorization

document

the

document

the

Company and this plan

authorization

after

authorization

after

takes

effect,

this

takes

effect,

this

plan

authorization

plan

authorization

shall prevail.

- 28 -

APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

2020 WORK REPORT OF THE BOARD OF DIRECTORS

OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Dear Shareholders,

Pursuant to the relevant requirements of laws, regulations and the articles of association (the "Articles of Association") of China International Capital Corporation Limited (the "Company" or "CICC", along with its subsidiaries, the "Group"), the work performed by the board of directors (the "Board") of the Company in 2020 and the work arrangements for 2021 are hereby reported as follows:

In 2020, confronted with the impact of the global spread of the COVID-19 pandemic as well as the complex and harsh market environment, CICC has actively coped with the challenges and done well in the pandemic control and business management. By focusing on serving the overall situation of "six stabilities" and "six guarantees" and implementing the strategic development initiatives, our Company has maintained rapid businesses development, continuously improved our operating efficiency, and achieved sound returns for our shareholders. As at the end of 2020, the total assets of the Group amounted to RMB521,620.5 million, representing an increase of 51.2% compared with that at the end of 2019; the net assetsNote amounted to RMB71,634.9 million, representing an increase of 48.3% compared with that at the end of 2019. Our Group realized total revenue and other income of RMB32,401.8 million, representing a year-on-year increase of 42.2%; and net profitNote of RMB7,207.5 million, representing a year-on-year increase of 70.0%. The weighted average return on net assets was 13.5%.

Major Work of the Board in 2020

During 2020, the Board of the Company convened 5 shareholders' general meetings (including the shareholder's class meetings), at which 39 resolutions were considered and approved; and convened 9 Board meetings, at which 67 matters were considered and discussed. Among the Board Committees, the Strategy Committee convened 3 meetings, and considered and discussed 4 matters; the Remuneration Committee convened 5 meetings, and considered and discussed 8 matters; the Nomination and Corporate Governance Committee convened 2 meetings, and considered and discussed 5 matters; the Audit Committee convened 4 meetings, and considered and discussed 23 matters; the Risk Management Committee convened 4 meetings, and considered and discussed 12 matters.

Note: Net assets refer to the total equity attributable to shareholders of the Company. Net profit is the net profit

attributable to the shareholders of the Company.

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

During the year, the major focuses of the Board of the Company were as follows:

1. Successfully Completed the Initial Public Offering of A Shares and Listing of the Company, Further Replenished the Working Capital and Optimized the Shareholding Structure

In 2020, the Board actively promoted the initial public offering of A Shares (the "A Shares Offering") and listing of the Company. On November 2, 2020, our Company was successfully listed on the Shanghai Stock Exchange and issued 458,589,000 A Shares at the price of RMB28.78 per A share. The total proceeds raised were RMB13,198.1914 million, 100% of which were used to increase the Company's capital, replenish the working capital of the Company and support the development of domestic and overseas of the Company, after deducting the offering expenses. The Company will make use of the "A+H" dual financing platform to provide powerful capital support for the sound and rapid development of our businesses.

2. Further Improved the Corporate Governance Structure of the Company, and Successfully Completed the Election of New Session of the Board of Directors and Amendments to the Articles of Association and Relevant Internal Management Rules

The Board recognizes that good corporate governance is vital to the long-term development of the Company, and is committed to continuously optimizing corporate governance and establishing an open and transparent governance structure with checks and balances. In 2020, the election of the new session of the Board was approved by the general meeting of shareholders and successfully completed. The Board adjusted the composition of the special committees according to the composition of the new session of the Board, and set up the Related-Party Transaction Control Committee of the Board according to the requirements after the A Shares Offering.

In addition to the abovementioned major work, in order to ensure that the Company's internal regulations comply with the latest requirements of laws and regulations and reflect the updated situations of the Company, according to the Company Law of the PRC (《中華人民共和國公司法》), the Provisions on the Administration of Equities of Securities Companies (《證券公司股權管理規定》), the Measures for Administration of Information Technology Management of Securities Fund Trading Institutions (《證券基金經營機構信息技術管理辦法》), the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.

(《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批復》(國函

[2019]97號)), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) and other relevant laws and regulations, the Company has amended the Articles of Association several times in 2020 under the leadership of the Board, adjusted the procedures for notice of shareholders' general meetings, added relevant contents including equity administration of securities companies and duties of the Chief Information Officer to the Articles of Association, and amended the Articles of Association, the Rules of Procedures of the Shareholders' General Meeting, the Rules of Procedures of the Board of Directors and other

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

relevant internal management rules according to the requirements for the corporate governance and standardized operation of the applicable laws and regulations after the A Shares Offering. In addition, under the leadership of the Board, the Company also formulated the Plan on Authorization of the Shareholders' General Meeting to the Board of Directors and the Plan on Authorization of the Board of Directors to the Chief Executive Officer, which have taken effect since the consideration and approval by the Shareholders' General Meeting. The aforesaid plans on authorization stipulated the review and approval authority on material matters of the Company including equity investment, asset purchase, establishment of legal entities, external guarantee, etc., which clarified the review and approval levels of the Shareholders' General Meeting, the Board and the management for specific matters, optimized the corporate governance structure, and ensured that the plans regarding material matters of operation and management were scientific and reasonable, and the decision-making procedures were in accordance with the law.

3. Further Promoted the Integration and Transformation of Wealth Management to Accelerate the Release of Synergistic Effect

In 2020, following the constant guidance and attention of the Board, the business of the Company and CICC Wealth Management were well integrated, as the integration of OTC trading system was implemented, the integration of personnel management was accelerated, and the income of synergy business increased significantly. The Company will steadily promote the "1+1>2" integration effect by continuously focusing on system integration and management mechanism innovation.

4. Established CICC Global Institute, Supported Public Policy Research and Decision Making as well as Business Development

In 2020, the Board considered and approved the Proposal regarding the Establishment of CICC Global Institute to respond to the nation's call for building new think tanks and support public policy research and decision making. As a global investment bank rooted in China, the Company has the ability and duty to contribute more CICC research wisdom to the construction of a new "dual-cycle" development pattern of the State. The establishment of the CICC Global Institute further consolidated the basic position of research business, and the institute will endeavor to build a strong team with solid capabilities for the research of key issues in the medium and long-term development of Chinese and global economies, financial systems and capital markets. The institute's forward-looking research will focus on major topics of vital significance to the country and people's well-being. And the institute will strongly support the development needs of other business segments of the Company in the new situation.

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

5. Implementing the Information Technology Strategy and Promoting Digital Transformation

The Board fully values the Company's establishment of the system and implementation of strategy of information technology. In 2020, the Board considered and approved the Proposal regarding the Annual Work Overall Effect and Efficiency Evaluation of CICC Information Technology Management in 2019. The Board will periodically evaluate the annual Information Technology management work of the Group.

In 2020, the organizational structure of our information technology business was further improved. The Company established a special team for main business lines to strengthen business interaction and integration, enhance the response capability and R&D efficiency. The front, middle and back-end information system was further constructed to fully improve online and digital operation and management level of businesses, and to greatly support remote and shared office. The Company seized the opportunities arising from digital transformation to accelerate the optimization of IT governance system, the construction of integrated management platform and the integration of system and data. Therefore, the supporting capability and driving effect of science and technology for business development were continuously enhanced.

6. Continuously Promoting the Organization and Construction of Corporate Culture

The Board attached great importance to the construction of corporate culture, and the Company continuously enabled our corporate culture to play its positive role in boosting business development under the leadership of the Board. In 2020, the Company organized a series of seminars and interviews related to corporate culture, so as to learn from the practices of other excellent enterprises, further sort out and enrich the connotation of our corporate culture, and strive to refine its representation. In the meantime, by combining online and offline activities, and by carrying out diversified forms of culture lectures, flexible and innovative cultural promotion and various cultural activities, the Company has constantly enriched the value-oriented and behavior-oriented impact on staff from our corporate culture.

7. Continuously Enhancing Risk Management System Adhering to the Requirements of "Full Coverage, Penetration and Consistency" and Constant Compliance Operation

The Company believes that risk management creates value. The risk management of the Company aims to effectively allocate risk-based capital, limit risks to a controllable level, maximize the corporate value and constantly solidify the foundation for steady and sustainable development of the Company. In 2020, the Board considered and approved the Company's amendments to the Risk Management Policy of China International Capital Corporation Limited and the Risk Appetite Statement of China International Capital Corporation Limited to match with the recent market conditions, the new requirements of risk management according to the industrial development and requirements of regulators, and the actual situations of the Company's own business development and risk management. In addition, the Board considered and approved the establishment of Risk Supervision Office to re-supervise

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

the occurred major risks and potential major risks of the Company, on the basis of the existing risk management function of the internal control department of the Company. The Board attached great importance to comprehensive risk management, and continued to hear the report of the Chief Risk Officer in meetings on a regular basis, as well as gave guidance and requests in respect of key issues. Confronted with severe internal and external environment and the economic conditions, in 2020, the Company adhered to the risk management and control requirements of "full coverage, penetration and consistency", continuously consolidated the vertical risk management system covering its subsidiaries and branches, dynamically updated risk management limits, mechanism and processes from a forward-looking angle, and improved risk management and control of the same business and the same customer, constantly pushed forward the establishment of IT system of risk management and improve the utilization of IT system to strengthen the risk management and control, and continuously improved the extent of precision and the level of automation in order to reduce risks in existing businesses, control risks emerging from new businesses as well as ensure risks were timely reported, responded to, and dealt with.

The Board attaches great importance to compliance management and performs the duties of compliance management, ensures the Company strictly controls business risk and safeguards the bottom line of compliance. In 2020, the Board considered and approved the 2019 Annual Compliance Report of China International Capital Corporation Limited and heard the 2020 Interim Compliance Management Report of China International Capital Corporation Limited. The Board directly communicated with the Chief Compliance Officer, heard the report of the Chief Compliance Officer and acquired the detailed knowledge of compliance management of the Company in meetings on a regular basis, as well as discussed and made recommendations on relevant matters. During 2020, no cases of major compliance event or compliance risk occurred in the Company and sound operation was maintained. The Company was granted a Class-A supervision rating by CSRC for thirteen consecutive years since the CSRC adopted the classification and supervision rating framework for securities companies in 2007, and the Company was granted Level-AA of Class-A supervision rating in 2020.

8. Improving the Internal Control System to Ensure Effective Implementation and Achievement of Internal Control Objectives

In accordance with the requirements of the "Basic Norms of Internal Control for Enterprises" (《企業內部控制基本規範》) and the provisions of its supporting guidelines, all departments conducted a self-assessment of the Group led by the management of the Company in respect of the effectiveness of the design and implementation of internal control as of 31 December, 2020, which was submitted to the Board for consideration. In relation to this, CICC Wealth Management set up a leading group and a work group led by the management of CICC Wealth Management to conduct the self-assessment. The risk advisory team of KPMG was engaged to check the result of self-assessment and the management of CICC Wealth Management issued a self-assessment opinion based on the KPMG testing results. The scope of the internal control assessment included the design and implementation of internal control of the Company and its subsidiaries, using the risk orientation principles to identify the major companies, businesses and matters, and high-risk areas that need to be assessed, covering

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

investment banking, FICC, wealth management, equities, asset management, private equity investment funds, research, financial management, treasury management, compliance management, human resources management, information technology management and other main businesses and back office support procedures. Particular attention was paid to critical control points with a higher risk, and new control points emerging in the launch of new products and businesses of all departments and business lines. The assessment centered on internal environment, risk assessment, internal control activities, information and communication, internal supervision and other factors. During the reporting period, the Company established an internal control system for businesses and matters covered by the assessment and effectively implemented the system, hence achieving the Company's internal control objectives. No material or significant deficiencies were noted in the system.

The internal audit department carried out an independent assessment of the Company's internal control situation as of December 31, 2020. During the assessment, the internal audit department engaged necessary procedures including inquiry, observation, and inspection, taking the actual business situation into account. Based on the internal audit department's understanding, testing, and assessment of the internal control procedures, as of December 31, 2020, the Company has established a sound internal control system in all important aspects and effectively implemented the system, hence achieving the internal control objectives. No material or significant deficiencies were noted in the Company's internal control system.

The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP (the "Deloitte") to carry out testing on the design and implementation of the internal control of the Company as of December 31, 2020, in accordance with the relevant provisions of China's Auditing Standards for the PRC Certified Public Accountants, and issued the Examination Report on Internal Control of China International Capital Corporation Limited, in which Deloitte considered that the Company maintained the effective execution of internal control in all material aspects under the requirements of the Basic Norms of Internal Control for Enterprises as of December 31, 2020.

9. Dully Performing Information Disclosure Obligations in Compliance with Laws and Regulations; Enhancing the Company's Related-Party/Connected Transaction Management and Protecting the Legitimate Interests of Investors

In 2020, in strict compliance with the requirements of domestic and foreign laws and regulations, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (together, the "Listing Rules"), the Articles of Association and the Policy on Information Disclosure Management of China International Capital Corporation Limited, the Company made true, accurate, legal and timely disclosure of information without any false representations, misleading statements or material omissions, to ensure that investors were able to receive the disclosed information fairly, in a timely manner, and effectively. In 2020, the Company made a total of 220 information disclosures on the websites of The Stock Exchange of Hong Kong Limited, a total of 32 information disclosures on the websites of Shanghai Stock Exchange (the Company completed the A Share offering and listing on November 2, 2020), the

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

contents of which include but are not limited to listing documents, regular reports, announcements, circulars and corporate governance documents, and such information disclosures were in compliance with legal and regulatory requirements.

In 2020, the Company managed related-party/connected transactions in strict compliance with the Listing Rules, Policy on Information Disclosure Management of China International Capital Corporation Limited and Policy on Management of Related-Party Transactions of China International Capital Corporation Limited, to ensure that the Company's related- party/connected transactions were fair and reasonable, and in the best interests of the Company and shareholders as a whole.

10. Attaching Importance to Safeguarding the Rights and Interests of Investors, Endeavoring to Provide Comprehensive and Effective Investor Relation Services

Our Company emphasizes on the importance of protecting the interests of investors and endeavors to provide comprehensive and effective investor relations services. The Company has actively performed its duties of a listed company. We have established an investor relations service and management system, formed an investor relations service team led by the Secretary to the Board, set up a hotline and mail box for investor relations services and an investor relations sector on the official website of the Company, to ensure the true, effective and timely communication of corporate information with investors, endeavoring to safeguard the interests of shareholders and their rights to information.

In 2020, our Company positively received visits from domestic and overseas institutional investors and analysts, organized various forms of investor and analyst exchanges, communicated with investors and analysts for more than 304 person times, attended more than

141 one-to-one/group telephone/video conferences with investors and analysts, effectively enhancing the investors' understanding of the Company's strategic roadmap and growth prospects.

On February 28, 2020, the Company held the 2020 First Extraordinary General Meeting; on April 14, 2020, the Company held the 2020 Second Extraordinary General Meeting, 2020 First Domestic Shareholder's Class Meeting as well as the 2020 First H Shareholder's Class Meeting; on May 15, 2020, the Company held the Annual General Meeting, during which Directors, Supervisors and Management of our Company attended and answered questions from investors. Along with the disclosure of annual results, we held the 2019 annual results presentation and the press conference through webcast in Beijing and Hong Kong, attracting over 260 investors and research analysts, with more than 900 media reports subsequent to the conference and over 40,000 views of our HTML5-Version Annual Report via the WeChat. After the annual results presentation, the management conducted an online roadshow to have deeper communication with institutional investors about the Company's strategy and business performance. Along with the A-share IPO, the management conducted roadshows in Beijing, Shanghai and Guangdong, laying the foundation for a successful issuance.

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

11. Convention of Shareholders' General Meetings and Full Implementation of its Resolution

The Board diligently performed the duties as the convener for shareholders' general meetings in accordance with the relevant requirements of laws, regulations and the Articles of Association. Five shareholders' general meetings were convened in 2020 (including the shareholder's class meetings), where 39 resolutions were considered and approved.

The Board actively and effectively organized and implemented the resolutions of the shareholders' general meeting such as: completing the A Share Offering, election of the new session of the Board of Directors, amendments to the Articles of Association and other relevant terms of reference, formulation of the compensation plan of the Directors and Supervisors of the Second Session of the Board and Supervisory Committee, formulation of Plan on Authorization of the Shareholders' General Meeting to the Board of Directors, and actively engaged in the deeper integration with CICC Wealth Management.

12. Discharging Social Responsibilities, Caring for the Society and Giving Back to the Communities

The Board attaches importance to and encourages the Company to practice the corporate social responsibilities to pass on the people-oriented corporate culture of caring for the society and promote the active participation of employees in social welfare and charity. In 2020, in line with the mission of "For the Nation", the Company continued to fulfill our social responsibility and contribute to public welfare and poverty alleviation. In 2020, our Group donated more than RMB54 million to support public welfare and poverty alleviation programs through the Company and CICC Charity Foundation, which included more than RMB18 million donated in funds and medical supplies for COVID-19 pandemic control and prevention, responding to the call of the government to support anti-pandemic activities.

As of now, the public welfare and charity programs CICC participated have covered multiple fields including children's development, education, improvement of medical and health conditions, environmental protection, etc. in poverty-stricken areas. Poverty alleviation had been realized in the Huining (Gansu Province), Guzhang (Hunan Province), Yuexi (Anhui Province), Kaizhou (Chongqing) and Fengjie (Chongqing), which the Company had paired up with and assisted. Major programs includes drinking water safety and improvement projects in rural areas of Huining (Gansu Province), "Hui Yu China • Mountain Village Early Education Project" in Huining (Gansu Province), Guzhang (Hunan Province) and Nimu (Tibet Autonomous Region); ecological conservation and restoration project in Fengning (Hebei Province), etc.

In 2020, CICC was awarded the "Best Poverty Alleviation and Charity Team" by the Securities Times, "Best Enterprises for Charity Innovation" by International Financial News and "Best Charity Award" in China Benefit Corporation Award 2020 organized by Tencent.

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

Performance of Directors' Duties in 2020

In 2020, all Directors performed statutory responsibilities in strict compliance with laws and regulations, honestly and reliably, diligently and conscientiously, pursuant to the requirements of relevant laws and regulations, including the Company Law of the PRC and the Securities Law of the PRC, the Articles of Association, and the Rules of Procedures of the Meeting of Board of Directors. The Directors actively participated in meetings of Board and Board Committees, carefully considered and reviewed all proposals, gave advices and recommendations, and made decisions on proposals such as the plan of A Shares Offering, development strategies, operating plans, corporate governance, adjustment of internal organizations, capital deployment and financing arrangements, risk management, compliance operation, and internal control by a systematic process and safeguarded shareholders' interests, to promote sustainable and healthy development of the Company.

All members of Board Committees fully utilized their professional skills to provide strong support for Board's decisions, effectively enhancing the scientificity and foresightedness of Board's decisions. The independent Directors performed their duties with loyalty and honesty, protected the interests of the Company as a whole, with a focus on minority shareholders' legitimate interests and ensured the independence and objectivity of the Board's decisions.

During 2020, the Board convened a total of 9 meetings. The attendance of Directors at the Board meetings was as follows:

	Required	Attendance
Name(Note)	Attendance	in fact
Shen Rujun	9	9
Huang Zhaohui	8	8
Huang Hao	8	8
Xiong Lianhua	8	8
Tan Lixia	8	8
Duan Wenwu	8	8
Liu Li	9	9
Siu Wai Keung	9	9
Ben Shenglin	9	9
Peter Hugh Nolan	7	7
Bi Mingjian	1	1
Zhao Haiying	1	1
David Bonderman	1	1
Liu Haifeng David	1	1
Shi Jun	1	1
Cha Mou Daid Johnson	1	1
Edwin Roca Lim	1	1

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APPENDIX III 2020 WORK REPORT OF THE BOARD OF DIRECTORS

Note: With the approval of the 2020 First Extraordinary General Meeting, the second session of the Board of the Company was established. Among them, Huang Zhaohui, Huang Hao, Xiong Lianhua, Tan Lixia and Duan Wenwu started to serve as the Directors of the Company since February 28, 2020. Bi Mingjian, Zhao Haiying, David Bonderman, Liu Haifeng David, Shi Jun, Cha Mou Daid Johnson and Edwin Roca Lim ceased to serve as the Directors of the Company since February 28, 2020. The appointment of Peter Hugh Nolan as the independent non-executive Director takes effect from March 1, 2020. Huang Hao has resigned from the office of non-executive Director of the Company since December 8, 2020. Xiong Lianhua has resigned from the office of non-executive Director of the Company since January 14, 2021.

III. Work Plan of the Board in 2021

The accelerated economic transformation and development, the continual implementation of the opening-up policy, and the reform and innovation of the capital market have laid a solid ground for further development of the China's securities industry, and have provided fertile soil for the rise of Chinese first-class international investment bank. As the most influential Chinese investment bank in the international capital market, CICC has acted in response to the trend and clearly put forward the medium and long-term strategic goal of "building a world-class investment bank". In the past year, the Company steadily forged ahead with the execution of various strategic measures, with priority given to medium and long-term development, market share and revenue growth.

2021 will be a critical year for CICC to deepen strategy implementation and digital transformation. The Company will focus on the "Three + One" strategies, i.e. "digitization, regionalization and internationalization" and "One CICC", and strive to enter a higher stage of development in terms of both scale and quality by increasing resource investment, improving network layout, accelerating transformation and development, and consolidating the middle and back-office capabilities.

In 2021, the Board of the Company intends to focus on the following areas: first, guiding the Company to seize the opportunities, increasing investment in resources to accelerate growth in scale and strength, based on the strategy of serving the real economy, striving to achieve sound business growth; second, leading the execution of the Company's important operating plans, including but not limited to promoting digital transformation, accelerating the integration of wealth management, and deepening "One CICC"; third, continuously promoting organizational and institutional innovation, further improving corporate governance and the internal management system, enhancing the effectiveness and efficiency of our management, and in the meantime, comprehensively strengthening the risk control compliance management, and persisting in prudent and steady business operations.

The 2020 Work Report of the Board is set out above for consideration and approval by shareholders of the Company.

Board of Directors

China International Capital Corporation Limited

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APPENDIX IV

2020 WORK REPORT OF THE SUPERVISORY COMMITTEE

OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Dear Shareholders,

Pursuant to the relevant requirements of laws, regulations and the Articles of Association of China International Capital Corporation Limited (the "Articles of Association"), the work performed by the Supervisory Committee of the China International Capital Corporation Limited (the "Company" or "CICC") for 2020 is hereby reported as follows:

In 2020, the Supervisory Committee of the Company performed its duties lawfully and independently in strict accordance with the laws and regulations, including the Company Law of the PRC and the Securities Law of the PRC, the Articles of Association and the Rules of Procedures of the Meeting of Supervisory Committee of the Company, supervised the execution of resolutions of the shareholders' general meeting by the Board, as well as the performance of duties by the directors and senior management members, and examined the daily operations and financial position of the Company on a regular basis, which safeguarded the legitimate interests of the Company and its shareholders and guaranteed the regulated operation of the Company.

Meetings of the Supervisory Committee in 2020

During 2020, the Supervisory Committee convened 6 formal meetings, the details of which are as follows:

1. On February 28, 2020, the first meeting of the second session of the Supervisory Committee was convened, at which the following proposals were considered and approved: (i) the Proposal regarding the Election of Chairman of the Supervisory Committee of CICC; (ii) the Proposal regarding the Plan for the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; (iii) the Proposal regarding Authorization to the Board of Directors and its Authorized Persons to Deal with Matters in connection with the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; (iv) the Proposal regarding the Use of Proceeds from the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; (v) the Proposal regarding the Amendments to the Articles of Association of CICC; (vi) the Proposal regarding the Undertakings on the Information Disclosure in the Prospectus in connection with the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; (vii) the Proposal regarding the Plan for Shareholders' Return within Three Years Following the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC;

the Proposal regarding the Report on the Use of Previously Raised Proceeds of CICC; (ix) the Proposal regarding the Supervisors' Remuneration Package of CICC; and (x) the Proposal regarding the Amendments to the Rules of Procedures of the Meeting of Supervisory Committee of CICC.

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APPENDIX IV

2020 WORK REPORT OF THE SUPERVISORY COMMITTEE

On March 30, 2020, the second meeting of the second session of the Supervisory Committee was convened, at which the following proposals were considered and approved: (i) the Proposal regarding the 2019 Work Report of the Supervisory Committee of CICC; (ii) the Proposal regarding the 2019 Annual Report and the 2019 Annual Results Announcement of CICC; (iii) the Proposal regarding the 2019 Profit Distribution Plan of CICC; (iv) the Proposal regarding the 2019 Annual Compliance Report of CICC; (v) the Proposal regarding the 2019 Internal Control Assessment Report of CICC; (vi) the Proposal regarding the 2019 Risk Assessment Report of CICC; (vii) the Proposal regarding the Prospectus for the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; and (viii) the Proposal regarding the Financial and Accounting Documents related to the Application for Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC.
On July 20, 2020, the third meeting of the second session of the Supervisory Committee was convened and at the meeting, the Supervisory Committee considered and approved (i) the Proposal regarding the Amendment to the Plan for the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; and (ii) the Proposal regarding the Amendment to Authorization to the Board of Directors and its Authorized Persons to Deal with Matters in connection with the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC.
On August 15, 2020, the fourth meeting of the second session of the Supervisory Committee was convened and at the meeting, the Supervisory Committee considered and approved (i) the Proposal regarding Cancellation of the Amendments to the Plan and Authorization for the A Shares Offering of CICC.
On August 17, 2020, the fifth meeting of the second session of the Supervisory Committee was convened and at the meeting, the Supervisory Committee considered and approved (i) the Proposal regarding the 2020 Interim Report and 2020 Interim Results Announcement of CICC; (ii) the Proposal regarding the 2020 Semi-annual Internal Control Assessment Report of CICC; (iii) the Proposal regarding the Supplementing Financial and Accounting Documents related to the Application for Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) of CICC; and heard (iv) report on the 2020 Interim Compliance Management Report of CICC and (v) report on the 2020 Interim Risk Assessment Report of CICC.
On October 29, 2020, the sixth meeting of the second session of the Supervisory Committee was convened and at the meeting, the Supervisory Committee considered and approved (i) the Proposal regarding the 2020 Third Quarterly Report of CICC, and heard (ii) report on the 2020 Third Quarterly Compliance Management Report of CICC and (iii) report on the 2020 Third Quarterly Risk Assessment Report of CICC.

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APPENDIX IV

2020 WORK REPORT OF THE SUPERVISORY COMMITTEE

Performance of Supervisors' Duties in 2020

During 2020, the Supervisory Committee convened 6 meetings, of which the Supervisors' attendance is as follows:

	Required	Attendance	Attendance
Name	attendance	in person	by proxy
Gao Tao	6	6	0
Jin Lizuo	6	6	0
Cui Zheng	6	6	0

In 2020, with the active support of the Board of Directors and the management, the Supervisory Committee of the Company performed its duties lawfully and diligently in strict accordance with the laws and regulations, including the Company Law of the PRC, the Securities Law of the PRC, the Articles of Association and the Rules of Procedures of the Meeting of Supervisory Committee of China International Capital Corporation Limited, with the aim of safeguarding the interests of the Company and all shareholders. During 2020, members of the Supervisory Committee attended all meetings of the Supervisory Committee and attended all on-site Board meetings, shareholders' general meetings of the Company and also attended most of the regular meetings of the management and on-site meetings of Board Committees, effectively supervised the performance of duties by the Board of Directors and the management, financial position and compliance and risk control situation of the Company, so as to safeguard the interests of the Company and its shareholders.

The 2020 Work Report of the Supervisory Committee is set out above for consideration and review by all shareholders.

Supervisory Committee

China International Capital Corporation Limited

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APPENDIX V	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
	PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Number	Pre-amendment Articles		Amended Articles	Basis for
	Amendment


	Chapter II Composition and	Chapter II Composition and
	Functions and Powers of the	Functions and Powers of the
		Board of Directors		Board of Directors

	Section 2 Functions and	Section 2 Functions and
	Powers of the Board of	Powers of the Board of
		Directors			Directors

1.	Article 10 The board of directors	Article 10 The board of directors	To amend this article
	shall	exercise	the	following	shall	exercise	the	following	according	to	the
	functions and powers:		functions and powers:		amendments	to	the
									Articles		of
	(1)	convening	the	(1)	convening	the	Association	of	the
		shareholders'	general		shareholders'	general	Company.
		meeting	and reporting its		meeting	and reporting its
		work thereto;			work thereto;

implementing resolutions (2) implementing resolutions

adopted	at	the	adopted	at	the
shareholders'		general	shareholders'		general
meeting;			meeting;
(3) deciding the business plans (3)	deciding the business plans
and investment	programs	and investment	programs
of the Company;		of the Company;

formulating the annual (4) formulating the annual

financial budget	plan	and	financial budget	plan	and
final accounting plan of the	final accounting plan of the
Company;				Company;
(5) formulating	profit (5)	formulating	profit
distribution	plans	and	loss	distribution	plans	and	loss
recovery	plans	of	the	recovery	plans	of	the
Company;				Company;

- 42 -

APPENDIX V	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
	PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS


Number	Pre-amendment Articles	Basis for
Amended Articles
		Amendment

formulating plans for (6) formulating plans for

	increasing or reducing	the		increasing or reducing	the
	registered	capital	of	the		registered	capital	of	the
	Company,	for	bond		Company,	for	bond
	issuance or other securities,		issuance or other securities,
	and for public offering;			and for public offering;
(7)	formulating	plans	for	the	(7)	formulating	plans	for	the
	Company's buy-back of its		Company's buy-back of its
	shares;					shares;
(8)	formulating	plans	for	(8)	formulating	plans	for
	merger,		division,		merger,		division,
	dissolution	or change	of		dissolution	or change	of
	company form;				company form;

making decisions on the (9) making decisions on the

	establishment	of	the		establishment	of	the
	Company's			internal		Company's			internal
	management bodies;			management bodies;
(10)	appointing	or	dismissing	(10)	appointing	or	dismissing
	the	Company's	chief		the	Company's	chief
	executive officer, secretary		executive officer, secretary
	of the board of directors,		of the board of directors,
	chief	compliance	officer		chief	compliance	officer
	and	other	members	of		and	other	members	of
	senior	management;	and		senior	management;	and
	deciding	on		matters		deciding	on		matters
	concerning				the		concerning			the
	remuneration of the above		remuneration of the above
	persons;						persons;
(11)	formulating		the	basic	(11)	formulating		the	basic
	management system of the		management system of the
	Company;						Company;
(12) formulating the plan for	(12) formulating the plan for
	amendment to the Articles		amendment to the Articles
	of Association;					of Association;

- 43 -

APPENDIX V

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(13)

considering and

approving

(13)

considering and

approving

the

Company's

material

the

Company's

material

external

guarantees,

external

guarantees,

investments,

acquisitions

investments,

acquisitions

and

disposals

assets,

and

disposals

assets,

pledge of

assets, entrusted

pledge of

assets, entrusted

financial

management,

financial

management,

related-party

transactions,

related-party

transactions,

etc.

under

the

laws,

etc.

under

the

laws,

regulations,

securities

regulations,

securities

regulatory

rules

the

regulatory

rules

the

places

where

the

places

where

the

Company's

are

Company's

are

listed or the

authorization

listed or the

authorization

of the shareholders' general

meeting;

(14)

proposing

the

(14)

proposing

the

shareholders'

general

shareholders'

general

meetings

for

appointment

meetings

for

appointment

replacement

accountancy

firm

accountancy

firm

conduct an audit for the

Company;

(15)

managing

matters

relating

(15)

managing

matters

relating

to information disclosure;

(16) listening to the work report

of the CEO of the Company

and

checking

the

work

and

checking

the

work

thereof;

- 44 -

APPENDIX V

COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF

PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS

Number

Pre-amendment Articles

Amended Articles

Basis for

Amendment

(17)

other

material

matters

(17)considering

the

excluding matters required

management

objectives of

to be adopted at the

the Company and

taking

Company's

shareholders'

responsibility

for

the

general

meeting

effectiveness

prescribed by the Relevant

management;

considering

Laws and

Regulations

IT strategy to ensure its

the Articles of Association;

consistency

with

the

development

strategy,

risk

(18) other functions and powers

management

strategy

and

prescribed

the

relevant

capital

strength

the

laws,

regulations,

Company;

establishing IT

securities

regulatory

rules

manpower

and

capital

in the place where the

guarantee

plan;

and

Company's

are

assessing the overall effect

listed or the Articles of

and efficiency of annual IT

Association,

and

management;

authorized

the

shareholders'

general

(187) other material matters

meeting.

excluding matters required

to be adopted at the

Other than matters specified in

Company's

shareholders'

items (6), (7), (8) and (12) of the

general

meeting

Articles of

Association

which

prescribed by the Relevant

shall be passed by two-thirds or

Laws

and

Regulations or

more of all the directors, the

the Articles of Association;

board of directors' resolutions in

respect of all other matters may

(198) other functions and powers

be passed by over half of all the

prescribed

by the relevant

directors.

laws,

regulations,

securities

regulatory

rules

The

Company's

board

in the place where the

directors shall explain to the

Company's

are

shareholders' general meeting the

listed or the Articles of

non-standard audit opinion issued

Association,

and

the

certified

public

authorized

the

accountants

the Company's

shareholders'

general

financial report.

meeting.

- 45 -

APPENDIX V	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE MEETING OF BOARD OF DIRECTORS


Number		Pre-amendment Articles		Amended Articles		Basis for
			Amendment


			Other than matters specified in
			items (6), (7), (8) and (12) of the
			Articles of	Association	which
			shall be passed by two-thirds or
			more of all the directors, the
			board of directors' resolutions in
			respect of all other matters may
			be passed by over half of all the
			directors.
			The	Company's	board of
			directors shall explain to the
			shareholders' general meeting the
			non-standard audit opinion issued
			by	the	certified	public
			accountants	on the	Company's
			financial report.

- 46 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

2021 ANNUAL ESTIMATION FOR DAILY RELATED-PARTY TRANSACTIONS OF

CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

China International Capital Corporation Limited (the "Company") has been approved by the China Securities Regulatory Commission to engage in securities business, carry out securities and other financial products trading and intermediary services, and the counterparties and clients of the Company are extensive and uncertain, which may include related-parties of the Company. According to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (the "SSE Listing Rules"), the Implementation Guidelines for Related-partyTransactions of Listed Companies of Shanghai Stock Exchange and the Policy on Management of Related-PartyTransactions of China International Capital Corporation Limited and relevant regulations, in order to further improve the management of related-party transactions and information disclosure of the Company, and in combination of the Company's need of daily operation and business development, the Company estimated the 2021 annual daily related-party transactions under SSE Listing Rules. Details are as follows:

Actual occurrence of the Company's daily related-party transactions in 2020

The actual occurrence of the Company's daily related-party transactions in 2020 is listed as follows:

			Unit: RMB10 thousand
				Actual
Transaction	Transaction		Brief introduction of related	amount
Category	contents	Related party	business or event	incurred
Securities and	Income from service	Haier Group (Qingdao)	Provides securities purchase	1.3
financial products	charges and	Financial Holding Co., Ltd.	and sales agency services
services	commissions
		Haier Financial Factoring	Provides financial advisory	44.25
		(Chongqing) Co., Ltd.	services
			Provides investment banking	7.32
			services
			Entrusted client asset	22.53
			management business
			expenses
		Haier Smart Home Co., Ltd.	Provides investment banking	2,524.10
			services
			Provides financial advisory	2,088.41
			services
		Zheshang Jinhui Trust Co.,	Provides financial products	697.07
		Ltd.* (浙商金匯信託股份有	sales agency services
		限公司) ("ZheJin Trust")	Provides securities purchase	0. 67
			and sales agency services
		New China Life Insurance	Provides investment banking	117.83
		Company Ltd.	services

For identification purpose only

- 47 -

APPENDIX VI		2021 ANNUAL ESTIMATION FOR DAILY
		RELATED-PARTY TRANSACTIONS

				Actual
Transaction	Transaction		Brief introduction of related	amount
Category	contents	Related party	business or event	incurred
		China National Investment	Provides securities purchase	1.17
		and Guaranty Corporation	and sales agency services
			Provides fund management	2,698.39
			services
	Interest expenses	Haier Group (Qingdao)	Pays interest on settlement	0.77
		Financial Holding Co., Ltd.	funds
		Bank of Qingdao Co., Ltd.	Interest expenses under	2.48
			repurchase agreement
		China National Investment	Pays interest on settlement	6.12
		and Guaranty Corporation	funds
Securities and	Income from	CAR Inc.	Income from investment in	0.35
financial products	securities		trading financial
transactions	investment		instruments
		New China Life Insurance	Income from investment in	6.33
		Company Ltd.	trading financial
			instruments

Estimated situation of 2021 daily related-party transactions

The Company estimates the daily related-party transactions that may occur during the year 2021 and until the 2021 Annual General Meeting. The details are as follows:

1. Related-party transactions with related legal persons listed as follows:
1. Legal Persons controlled by the director Ms. Tan Lixia or in which she serves as a director or senior management, including but not limited to Bank of Qingdao Co., Ltd., Chongqing Haier Money Co., Ltd., Haier Financial Factoring (Chongqing) Co., Ltd., Haier Smart Home Co., Ltd., Haier Group (Qingdao) Financial Holding Co., Ltd. and Haier Financial Services Co., Ltd;
2. Legal Persons controlled by the director Mr. Duan Wenwu or in which he serves as a director or senior management, including but not limited to China National Investment and Guaranty Corporation and China Insurance Technology Financing Guarantee Co., Ltd;
3. Legal Persons controlled by the resigned director Ms. Xiong Lianhua1 or in which she serves as a director or senior management, including but not limited to New China Life Insurance Company Ltd. and New China Asset Management Co., Ltd.;
4. Zheshang Jinhui Trust Co., Ltd.2
Ms. Xiong Lianhua has resigned from the office of the non-executive Director of the Company and the member of each of the Strategy Committee, the Risk Management Committee and the Audit Committee of the Board due to work rearrangement, with effect from January 14, 2021.
In the past 12 months, Mr. Zhang Fengwei, a senior management, had served as a director in ZheJin Trust, and resigned from the office of director of ZheJin Trust on August 31, 2020.

- 48 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

Transaction		2021 Estimated
Category	Transaction Contents	Amount
Securities and	Including but not limited to the	Due to the
financial	following services: securities and	uncertainty of
products	futures brokerage services; fund	occurrence and
services	management services; investment	scale of business,
	consulting services; financial advisory	the amount shall
	services; financial products sales	be calculated at
	agency services; investment banking	actual amount
	services, asset management services,	incurred.
	etc.
Securities and	Including but not limited to the	Due to the
financial	following transactions: Derivatives and	uncertainty of
products	bonds transactions; deposits and	occurrence and
transactions	interests in related banks; pledge-style	scale of business,
	repo; inter-bank borrowing; beneficiary	the amount shall
	certificates; providing loans;	be calculated at
	repo/reverse repo; establishing asset	actual amount
	management products and private	incurred.
	funds; joint investments, etc.

2. Estimated related-party transactions with other related legal persons of the Company (to see the definition of the "other related legal persons", please refer to "III. Introduction of related-parties and related relationships - (2) Other Related Legal Persons").

Transaction		2021 Estimated
Category	Transaction Contents	Amount
Securities and	Including but not limited to the	Due to the
financial	following services: securities and	uncertainty of
products	futures brokerage services, trading unit	occurrence and
services	seat leasing; asset management	scale of business,
	services; asset custody and operation	the amount shall
	outsourcing services; providing third-	be calculated at
	party fund custody services; fund	actual amount
	management services; investment	incurred.
	consulting services; financial advisory
	services; financial products sales
	agency services; investment banking
	services; stock pledge and margin
	trading services; related-parties
	providing bank credit, borrowing and
	other securities and financial services
	for the company, etc.

- 49 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

Transaction		2021 Estimated
Category	Transaction Contents	Amount
Securities and	Including but not limited to the
financial	following transactions: Derivatives and
products	bonds transactions; deposits and
transactions	interests in related banks; pledge-style
	repo; inter-bank borrowing; beneficiary
	certificates; providing loans;
	subscription of funds; investing asset
	management plans, financial products,
	trusts, etc.; repo/reverse repo;
	establishing asset management
	products and private funds; joint
	investments; transfer of stocks with
	related-parties in the National Equities
	Exchange and Quotations.
Purchase of	Including but not limited to: purchasing
assets from	assets including operating assets from
the related-	related-parties.
parties

3. Estimated related-party transactions with related natural persons

Related natural persons mainly include directors, supervisors and senior management or who was a director, supervisor and senior management of the Company in the last 12 months, their immediate family members, and other related natural persons stipulated in the SSE Listing Rules. In daily operations of the Company, related natural persons shall accept the securities and financial products services provided by the Company, or through subscription or application for subscription of the wealth management products and other securities and financial products issued by the Company in accordance with the provisions of laws, regulations and regulatory requirements. Due the uncertainty of occurrence and scale of business, the amount shall be calculated at actual amount incurred.

Introduction of related-parties and related relationships
1. Information about related-parties
  1. Bank of Qingdao Co., Ltd. ("Bank of Qingdao"): Director Ms. Tan Lixia currently serves as a non-executive director of Bank of Qingdao. Bank of Qingdao is a company listed on the Shenzhen Stock Exchange and The Stock Exchange of Hong Kong Limited.

- 50 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

Chongqing Haier Money Co., Ltd. ("Chongqing Haier"): Director Ms. Tan Lixia currently serves as Chairman of Chongqing Haier. Chongqing Haier was established in March 2014, with registered capital of RMB1,924.95 million in Chongqing, and its business scope covers various loans, bills discount, assets transfer, etc.
Haier Financial Factoring (Chongqing) Co., Ltd. ("Haier Financial Factoring"): Director Ms. Tan Lixia currently serves as Chairman of Haier Financial Factoring. Haier Financial Factoring was established in May 2015, with registered capital of RMB1 billion in Chongqing, and its business scope covers providing funds as accounts receivable transferee; receipt, settlement, management and collection of the accounts receivable; maintenance of the sales ledger; non-commercial full protection against bad debts related to the company's business; customer asset and credit investigation and evaluation and related consulting services; refactoring business; transfer and underwriting of financial accounts receivable assets.
Haier Smart Home Co., Ltd. ("Haier Smart Home"): Director Ms. Tan Lixia currently serves as Vice Chairman of Haier Smart Home. Haier Smart Home is a company listed on the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited.
Haier Group (Qingdao) Financial Holding Co., Ltd. ("Haier Financial Holding"): Haier Financial Holding now holds 398,500,000 shares of the Company, accounting for 8.26% of the Company's total share capital. Director Ms. Tan Lixia currently serves as Chairman of Haier Financial Holding. Haier Financial Holding was established in February 2014, with registered capital of RMB11,736.6406 million in Qingdao, and its business scope covers investment in financial and financial service institutions, asset management, equity investment and equity investment fund management, investment planning and consulting services, financial information consulting, financial information data processing services, technology investment and technical consulting in financial software area, artificial intelligence system, technology development and technical services of high-end equipment intelligent manufacturing system, technology development and technical consulting and services of IoT, sales of plastic products, hardwires, packaging products, metal products, and chemical products (excluding dangerous goods), general mechanical product development and purchase and sales of household appliances.
Haier Financial Services Co., Ltd. ("Haier Services"): Director Ms. Tan Lixia currently serves as Chairman of Haier Services, Haier Services was established in December 2013, with registered capital of RMB2,790 million in Shanghai, and its business scope covers financial leasing business, leasing business,

- 51 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

purchase of leased property from home and abroad, disposal and maintenance of the residual value of the leased property, leasing transaction consultation and guarantee, and commercial factoring business related to the main business.

China National Investment and Guaranty Corporation ("I&G"):I&G now holds 127,562,960 shares of the Company, accounting for 2.64% of the Company's total share capital. Director Mr. Duan Wenwu currently serves as Chairman and general manager of I&G. I&G was established in December 1993, with registered capital of RMB4.5 billion, and its business scope covers financial guarantee business including guarantees for loans, bill acceptance, trade financing, project financing, letter of credit and other financial guarantee business, other business approved by the regulatory authorities including guarantees for bonds, litigation preservation, bidding, advance payment, project performance, final payment and other performance guarantee business, financing consultation and financial advisory and other intermediary services related to guarantee business, principal investment, investment and investment-related planning and consulting; management of entrusted assets, economic information consultation, personnel training, developing, producing and selling novel technologies and products, warehouse services, and organizing and hosting meetings and communication activities. Business within the aforesaid scope involving the special administration of state regulations shall be handled in accordance with relevant regulations.
China Insurance Technology Financing Guarantee Co., Ltd. ("I&G Technology"): Director Mr. Duan Wenwu currently serves as Chairman of I&G Technology. I&G Technology was established in April 2020, with registered capital of RMB1 billion, and its business scope covers financial guarantee business including guarantees for loans, bill acceptance, trade financing, project financing, letter of credit and other financial guarantee business, other business approved by the regulatory authorities including guarantees for bidding, project performance, litigation preservation and other non-financial guarantee business, consultation and other services related to guarantee business, and principal investment.
New China Life Insurance Company Ltd. ("New China Insurance"): Resigned Director Ms. Xiong Lianhua served as a non-executive director of New China Insurance, and resigned from the office on August 3, 2020. New China Insurance is a company listed on the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited.
New China Asset Management Co., Ltd. ("New China Asset Management"): Resigned Director Ms. Xiong Lianhua served as a director of New China Asset Management, and resigned from the office on August 3, 2020. New China Asset Management was established in July 2006, with registered capital of

- 52 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

RMB500 million, and its business scope covers management and use of proprietary and insurance funds, management of entrusted funds, consulting business related to funds management, and other asset management businesses permitted by national laws and regulations.

11. Zhejin Trust: Zhejin Trust is a joint venture of the Company (the Company's shareholding percentage in Zhejin Trust at the end of 2020 was 17.5%). Mr. Zhang Fengwei, a senior manager of the Company, served as a director of Zhejin Trust, and resigned from the office on August 31, 2020. Zhejin Trust was established in May 1993, with registered capital of RMB1.7 billion, and its business scope covers business approved by the China Banking and Insurance Regulatory Commission in accordance with relevant laws, administrative regulations and other provisions. The scope of business shall be the one listed in the approval documents.
Other Related Legal Persons
A legal person or other organization holding more than 5% of the Company's shares;

Other legal persons or organizations other than the Company and its controlling subsidiaries that are directly or indirectly controlled by other related natural persons of the Company, or in which the related natural persons of the Company serve as directors and senior management; Other legal persons and organizations identified by the China Securities Regulatory Commission, the Shanghai Stock Exchange or the Company in accordance with the Substance Over Form Principle that have special relationship with the Company and to which the interests of the Company may recline, including the legal persons or other organizations holding more than 10% of the shares of the significant subsidiaries of the Company. A legal person and other organization that has ever met any of the conditions enumerated above in the past 12 months; Under the agreement or arrangement entered into with the Company, a legal person or organization that will meet any of the conditions enumerated above after such agreement or arrangement takes effect or within the next 12 months.

IV. Pricing policies of related-party transactions

When related-party transactions occur in daily operations, the Company shall determine the transaction price with related-parties strictly in accordance with the principle of fair price while abiding by laws, regulations, requirements of regulatory authorities and internal management policies, with reference to market price levels, industry practices and third-party pricing. It is expected that the abovementioned estimated day-to-dayrelated-party transactions will not damage the interests of the Company and its shareholders, especially the interests of minority shareholders.

- 53 -

APPENDIX VI	2021 ANNUAL ESTIMATION FOR DAILY
	RELATED-PARTY TRANSACTIONS

Purpose of related-party transactions and the impact on the Company
1. The abovementioned related-party transactions are all generated from the Company's daily business operations, and will be conducive to the business of the Company;
2. The pricing of the abovementioned related-party transactions is reasonable and fair, with reference to the market price, and will not damage the interests of the Company and its non-related shareholders;
3. The abovementioned related-party transactions do not affect the independence of the Company, and the main businesses of the Company are not dependent on related-parties due to the abovementioned related-party transactions.

- 54 -

APPENDIX VII	2020 ANNUAL WORK REPORT OF
	INDEPENDENT NON-EXECUTIVE DIRECTORS

2020 ANNUAL WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Basic information of Independent Non-executive Directors

As of December 31, 2020, the Second Session of the Board of Directors of China International Capital Corporation Limited (the "Company") consists of nine directors, including four independent non-executive directors, namely Mr. Liu Li, Mr. Siu Wai Keung, Mr. Ben Shenglin, and Mr. Peter Hugh Nolan. For resumes of the independent non-executive directors, please refer to the 2020 Annual Report of the Company.

All the independent non-executive directors of the Company perform their duties independently and have no relationship with the major shareholders or other stakeholders (both entities or individuals) of the Company, and there is no circumstance that affects their independence.

Annual Duty Performance of Independent Non-executive Directors
1. Composition of the Special Committees of the Board of Directors

The independent non-executive directors of the Company actively attended the General Meetings of Shareholders, the Meetings of the Board of Directors and the Meetings of the Special Committees of the Board of Directors. The Audit Committee, the Nomination and Corporate Governance Committee, the Remuneration Committee, the Risk Management Committee and the Related-party Transaction Control Committee involve independent non-executive directors in accordance with relevant regulations, and the Chairman of each committee is undertaken by Independent non-executive director, who is authorized to assemble the meetings in accordance with relevant terms of reference. Among them, the Related-party Transaction Control Committee is entirely composed of independent non-executive directors, and the Audit Committee, the Nomination and Corporate Governance Committee and the Remuneration Committee are composed with the independent non-executive directors as the majority.

- 55 -

APPENDIX VII	2020 ANNUAL WORK REPORT OF
	INDEPENDENT NON-EXECUTIVE DIRECTORS

As of December 31, 2020, the role of the independent non-executive directors of the Second Session of the Board of Directors of the Company in the Special Committees are as follows:

Independent
Non-executive
Director	Role in the Special Committees of the Board of Directors
Liu Li	Chairman of the Nomination and Corporate Governance
	Committee, Member of the Audit Committee, Member of
	the Risk Management Committee, Member of the Related-
	party Transaction Control Committee.
Siu Wai Keung	Chairman of the Audit Committee, Member of the Related-
	party Transaction Control Committee, Member of the
	Remuneration Committee, Member of the Risk Management
	Committee.
Ben Shenglin	Chairman of the Risk Management Committee, Member of
	the Remuneration Committee, Member of the Nomination
	and Corporate Governance Committee, Member of the
	Audit Committee.
Peter Hugh	Chairman of the Remuneration Committee, Member of the
Nolan	Nomination and Corporate Governance Committee, Member
	of the Related-party Transaction Control Committee.

Attendance at the Meetings of the Board of Directors and the Special Committees of the Board of Directors

In 2020, the Company held 1 Annual General Meeting, 2 Extraordinary General Meetings, 1 Domestic Shareholders' Class Meeting, 1 H Shareholders' Class Meeting, 9 Meetings of the Board of Directors and 18 Meetings of the Special Committees. The details of the attendance at the meetings are as follows:

				Peter
		Siu Wai	Ben	Hugh
Name of the Meeting	Liu Li	Keung	Shenglin	Nolan
Annual General Meeting	1/1	1/1	1/1	1/1
Extraordinary General
Meetings	2/2	2/2	2/2	1/1
Domestic Shareholders' Class
Meeting	1/1	1/1	1/1	1/1
H Shareholders' Class
Meeting	1/1	1/1	1/1	1/1

- 56 -

APPENDIX VII	2020 ANNUAL WORK REPORT OF
INDEPENDENT NON-EXECUTIVE DIRECTORS

				Peter
		Siu Wai	Ben	Hugh
Name of the Meeting	Liu Li	Keung	Shenglin	Nolan
Meetings of the Board of
Directors	9/9	9/9	9/9	7/7
Meetings of the Risk
Management Committee of
the Board of Directors	4/4	4/4	4/4	-
Meetings of the Audit
Committee of the Board of
Directors	4/4	4/4	4/4	-
Meetings of the Nomination
and Corporate Governance
Committee of the Board of
Directors	2/2	-	2/2	2/2
Meetings of the Remuneration
Committee of the Board of
Directors	-	5/5	5/5	2/2

Note: The table above shows the number of actual attendance/required attendance. In 2020, the Special Committees of the Board of Directors (none of the independent non-executive director serves in the Strategy Committee, therefore, the Strategy Committee is excluded) convened 15 meetings, including 4 meetings of the Risk Management Committee, 4 meetings of the Audit Committee, 2 meetings of the Nomination and Corporate Governance Committee, and 5 meetings of the Remuneration Committee. The Related-party Transaction Control Committee has been established since the initial public offering and listing of the RMB ordinary shares (A Shares) of the Company. In 2020, the Related-party Transaction Control Committee did not convene any meeting.

In 2020, the independent non-executive directors of the Company have attended the meetings of the Board of Directors and Special Committees of the Board of Directors to deliberate or discuss relevant issues in accordance with relevant provisions of the Articles of Association, Rules of Procedures of the Meeting of Board of Directors of the Company and terms of reference of various special committees. The independent non-executive directors would earnestly pre-review various proposals before the meetings to fully understand the background and agenda; actively express opinions and participate in discussions during the meetings to ensure accurate judgments on important matters.

In 2020, the Company has strived to provide efficient and convenient working conditions for independent non-executive directors to exercise their authorities; conscientiously organized meetings, sent documents and arranged on-the-spot visits based on the business development of the Company.

- 57 -

APPENDIX VII	2020 ANNUAL WORK REPORT OF
	INDEPENDENT NON-EXECUTIVE DIRECTORS

Annual Work Focus of the Independent Non-executive Directors
1. Related-partyTransactions

To meet the needs of the initial public offering and listing of the RMB ordinary shares (A Shares) of the Company, the Board of Directors of the Company considered the Proposal regarding Confirming Related-Party Transactions during the Reporting Period (note: the reporting period refers to the year 2017, 2018 and 2019) and the Proposal regarding Confirming Related-Party Transactions during the Reporting Period (note: the reporting period refers to the year 2017, 2018, 2019 and six months ended June 30, 2020) on March 30, 2020 and August 17, 2020, respectively. The independent opinions of the independent non-executive directors of the Company on related-party transactions of the Company during the reporting period are as follows: The related-party transactions occurred during the reporting period are conducted after necessary approval procedures, based on the principle of fairness and voluntariness, and in accordance with the Articles of Association of CICC, the Policy on Management of Related-Party Transactions of CICC, and other relevant policies and regulations. Pricing of the related-party transactions is fair and reasonable, and is determined by the trading parties based on the change and situation of the market. There has been no circumstance that the interest of the Company and shareholders has been damaged, and all the related-party transactions are in the best interest of the Company and shareholders.

The Use of the Raised Proceeds

In 2020, the Company completed the initial public offering of the RMB ordinary shares (A Shares), with net proceeds of RMB13.032 billion, which were used to increase the Company's capital, replenish the Company's working capital, and support the development of domestic and overseas business of the Company. The Company's Board of Directors has issued the 2020 Report on the Deposit and Actual Use of Raised Proceeds, and the sponsor and the accounting firm have issued the 2020 Inspection Report on the Deposit and Actual Use of Raised Proceeds and the Authentication Report on the 2020 Report on the Deposit and Actual Use of Raised Proceeds, respectively. The deposit and use of the above-mentioned raised proceeds are in compliance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. There is no disguised change in the use of raised proceeds or damage to shareholders' interest, and there is no violation of regulations.

Appointment of Accounting Firms

On March 26, 2020, some independent non-executive directors of the Company, as members of the Audit Committee of the Board of Directors of the Company, agreed to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP and Deloitte Touche Tohmatsu as the Company's external audit institutions in 2020 based on the investigation results in the Company and relevant information. On March 30, 2020, the

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APPENDIX VII	2020 ANNUAL WORK REPORT OF
	INDEPENDENT NON-EXECUTIVE DIRECTORS

Second Meeting of the Second Session of the Board of Directors of the Company considered and approved the Proposal regarding Reappointment of the Accounting Firms. On May 15, 2020, the 2019 Annual General Meeting of the Company considered and approved the Proposal regarding Reappointment of the Accounting Firms.

Fulfillment of the Commitments of the Company and its Shareholders

The independent non-executive directors of the Company conscientiously perform their duties, safeguard the overall interests of the Company, pay special attention to the legitimate rights and interests of minority shareholders, and actively focus on the fulfillment of the commitments of the Company and shareholders.

As of December 31, 2020, the commitments made by the Company and its shareholders, directors, supervisors and senior management during the period of the initial public offering of the RMB ordinary shares (A Shares) have been fulfilled.

Implementation of Internal Control

In 2020, the independent non-executive directors of the Company continued to pay more attention to the work arrangements related to the Company's internal control, carefully supervised the implementation of the internal control system, and made internal control and risk management an necessary part of the Company's decision-making. On March 26, 2020, some independent non-executive directors of the Company, as members of the Audit Committee of the Board of Directors of the Company, considered the Proposal regarding the 2019 Internal Control Assessment Report and the Proposal regarding 2019 Report on the Effectiveness Evaluation of the Internal Control, Comprehensive Risk Management and Compliance Management. On March 30, 2020, the Second Meeting of the Second Session of the Board of Directors of the Company considered and approved the 2019 Annual Internal Control Assessment Report. On August 14, 2020, some independent non-executive directors of the Company, as members of the Audit Committee of the Board of Directors of the Company, considered the 2020 Semi-Annual Internal Control Assessment Report. On August 17, 2020, the Sixth Meeting of the Second Session of the Board of Directors of the Company considered and approved the 2020 Semi-Annual Internal Control Assessment Report.

The Board of Directors and the Special Committees conscientiously performed their duties assigned by the laws and regulations, the Articles of Association of CICC and various terms of reference, gave full play to the due role of the Board of Directors and the Special Committees, operated by rules, and promoted the healthy and rapid development of the Company.

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APPENDIX VII	2020 ANNUAL WORK REPORT OF
	INDEPENDENT NON-EXECUTIVE DIRECTORS

IV. Overall Comments and Recommendations

The independent non-executive directors of the Company abided by laws, regulations and relevant provisions of the Articles of Association of CICC during their tenure of office, and had sufficient time and energy to perform their duties. When making their independent judgment, they were not influenced by the major shareholders of the Company or any other entities or individuals holding stakes in the Company. The independent non-executive directors have safeguarded the interests of the Company and its minority shareholders.

China International Capital Corporation Limited

Independent Non-Executive Directors

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CICC - China International Capital Corporation Limited published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 01:05:08 UTC.

Market Closed - Hong Kong S.E. Other stock markets 09:08:22 10/05/2024 BST			5-day change	1st Jan Change
10.4 ^HKD	+4.84%		+6.12%	-9.25%

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CICC, Citic, JPMorgan Slash Investment Banking Jobs Across China	05-08	MT
Holliwin Urban Operation Service Group Launches Up to HK$144 Million Hong Kong IPO	05-08	MT
China's Citic cuts around dozen investment bankers in Hong Kong, sources say	05-07	RE
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Fund Manager CICC Cuts Dealmakers' Base Pay by 25%	04-29	MT
China International Capital Corporation Limited Reports Earnings Results for the First Quarter Ended March 31, 2024	04-29	CI
CICC to Slash Bankers' Pay by 25%	04-29	MT
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CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED	-9.25%	16.04B
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NOMURA HOLDINGS, INC.	+39.14%	16.84B

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