Annual Report 2025

DIRECTORS’ REPORT (CONTINUED) 60 China Merchants China Direct Investments Limited Annual Report 2025 CONTINUING CONNECTED TRANSACTIONS During the year, the Group had the following continuing connected transactions, certain details of which are disclosed in compliance with the requirements of Chapter 14A of the Listing Rules. Existing Investment Management Agreements China Merchants China Investment Management Limited, a company incorporated in Hong Kong, is the Investment Manager of the Company for both listed and unlisted investments. Mr. WANG Xiaoding, Ms. KAN Ka Yee, Elizabeth and Mr. TSE Yue Kit (resigned as a Director of the Company and Investment Manager on 30 September 2025 and 20 June 2025 respectively) are Directors of both the Company and the Investment Manager. Ms. KAN Ka Yee, Elizabeth has indirect beneficial interests in the Investment Manager. The Investment Manager is a connected person of the Company under Rule 14A.08 of the Listing Rules. For continuing the investment management operations of the Company, the Company and the Investment Manager entered into a temporary investment management agreement on 17 December 2024 for a term of six months from 1 January 2025, under which the Investment Manager undertook all investment and management duties arising pursuant to the operations of the Company. On 20 June 2025, the Company further entered into a supplemental agreement with the Investment Manager to extend the term of re-appointment of the Investment Manager to 31 December 2025 (the “ Existing Investment Management Agreements ”). Details of the Existing Investment Management Agreements, including the term of appointment, scope of services and remuneration were set out in the announcements of the Company dated 17 December 2024 and 20 June 2025. For the year ended 31 December 2025, the management fee is a fixed amount of US$1,274,722 (2024: US$10,673,598) as stipulated under the Existing Investment Management Agreements. The fee, which is amortised over the agreed management period, was paid or payable to the Investment Manager. New Investment Management Agreement On 22 December 2025, the Company and the Investment Manager entered into a new investment management agreement for the re-appointment of the Investment Manager as the investment manager of the Company immediately following the expiry date of the Existing Investment Management Agreements for the period from 1 January 2026 to 30 June 2026 (“ New Investment Management Agreement ”). Under the New Investment Management Agreement, the Investment Manager shall be entitled to a management fee of HK$7million (payable in six equal installments) and a discretionary performance fee of up to HK$1 million (payable after termination of the New Investment Management Agreement). As the Investment Manager is a connected person of the Company under Rule 14A.08 of the Listing Rules and the transaction contemplated under the New Investment Management Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules, the entering into of the New Investment Management Agreement was subject to the reporting and announcement requirements, but exempt from the circular and the independent shareholders’ approval requirements under Rule 14A.76(2)(b) of the Listing Rules.