CITIC Limited — AGM Information 2012

Mar 27, 2012

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 licensed securities dealer of registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CITIC Pacific Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND REMUNERATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING ON THE NOMINATION COMMITTEE AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of CITIC Pacific Limited to be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 18 May 2012 at 11:00 a.m. is set out on pages 12 to 16 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of CITIC Pacific Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

28 March 2012

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed general mandates to issue Shares and to repurchase Shares . . . . . .	3
3.	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Proposed remuneration of Independent Non-executive Directors
	serving on the Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Explanatory Statement and Memorandum in relation to
	the Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Biographies of retiring Directors offering for re-election
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . .	9
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .		12

– i –

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 18 May 2012 at 11:00 a.m., the Notice of which is set out in Appendix III to this circular or, where the context so requires, any adjournment thereof

• “Board” the board of directors of the Company

• “CITIC Pacific” or “Company” CITIC Pacific Limited

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Directors” directors of the Company

• “HK$” Hong Kong dollars

• “Latest Practicable Date”

• 21 March 2012 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange

• “Notice” the notice convening the Annual General Meeting

• “Share(s)”

• share(s) of HK$0.40 each in the share capital of the Company, or, if there has been a sub-division, consolidation, reclassification of or reconstruction of the share capital of the Company, shares forming part of the share capital of the Company

• “Shareholder(s)” holder(s) of the Shares

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE CHAIRMAN

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

Directors: Chang Zhenming (Chairman) Zhang Jijing (Managing Director) Carl Yung Ming Jie (Deputy Managing Director) Vernon Francis Moore (Group Finance Director) Liu Jifu (Executive Director) Milton Law Ming To (Executive Director) Kwok Man Leung (Executive Director) Alexander Reid Hamilton André Desmarais Ju Weimin Yin Ke* Gregory Lynn Curl Francis Siu Wai Keung** Peter Kruyt[#]

Registered Office: 32nd Floor CITIC Tower 1 Tim Mei Avenue Central Hong Kong

• Non-executive Director

• ** Independent Non-executive Director

• # Alternate Director to André Desmarais

28 March 2012

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND REMUNERATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING ON THE NOMINATION COMMITTEE AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the Notice and the information in connection with the proposals at the Annual General Meeting to (i) grant the general mandates to issue Shares and to repurchase Shares; (ii) re-elect the retiring Directors; and (iii) fix the remuneration of independent non-executive Directors serving on the Nomination Committee.

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LETTER FROM THE CHAIRMAN

2. PROPOSED GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 12 May 2011, ordinary resolutions were passed giving general mandates to the Directors (i) to allot, issue and dispose of additional Shares not exceeding twenty per cent of the aggregate nominal amount of the issued share capital of the Company as at 12 May 2011 and to extend the general mandate to allot Shares by adding repurchased securities to the twenty per cent general mandate; and (ii) to purchase or otherwise acquire Shares of the Company on the Stock Exchange not exceeding ten per cent of the aggregate nominal amount of the issued share capital of the Company as at 12 May 2011.

The purpose of the general mandates was to enable the Directors to issue additional Shares and to repurchase Shares should the need arise. The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares of the Company.

Under the terms of the Companies Ordinance and the Listing Rules, these general mandates will lapse upon the conclusion of the forthcoming Annual General Meeting of the Company to be held on 18 May 2012, unless renewed at that meeting. These general mandates will continue in force during the period from the passing of the resolutions at the Annual General Meeting until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or until these general mandates are revoked or varied by ordinary resolutions of the Shareholders in general meeting, whichever is the earlier. Accordingly, resolutions will be proposed to renew these mandates and the explanatory statement and memorandum regarding the repurchase resolution as required under the Listing Rules is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 104(A) of the Articles of Association of the Company, Messrs. Zhang Jijing, Milton Law Ming To, Alexander Reid Hamilton and Ju Weimin shall retire by rotation in the Annual General Meeting and, all being eligible, shall offer themselves for re-election. Mr. Alexander Reid Hamilton has been an independent non-executive director of the Company for more than 17 years. Independence is judged against the ability, integrity and willingness of the director to act. The Board considers Mr. Alexander Reid Hamilton to remain independent based on his annual confirmation that he continues to satisfy the independence criteria under the Listing Rules, as well as his objectivity and independent frame of mind exhibited throughout his tenure. Accordingly, the Board would like to seek approval from the Shareholders for the re-election of Mr. Alexander Reid Hamilton as an independent non-executive director. Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

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LETTER FROM THE CHAIRMAN

4. PROPOSED REMUNERATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING ON THE NOMINATION COMMITTEE

The Board has resolved to establish a nomination committee (“Nomination Committee”) comprising Messrs. Chang Zhenming, Alexander Reid Hamilton and Gregory Lynn Curl on 1 March 2012. The Nomination Committee is authorised by the Board to determine the policy for the nomination of Directors, to set out the nomination procedures and the process and criteria adopted to select and recommend candidates for directorship. In view of the workload and responsibilities, the Board proposed, subject to Shareholders’ approval, to grant an additional remuneration for any independent non-executive Director who serves on the Nomination Committee in the sum of HK$50,000 per annum (or, if he serves for less than a year, on a pro rata basis). Accordingly, resolution no. 8 will be put forward to the Shareholders at the Annual General Meeting for such approval.

5. ANNUAL GENERAL MEETING

The Notice is set out in Appendix III to this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the general mandates to issue Shares and to repurchase Shares, the re-election of Directors and the remuneration of independent non-executive Directors serving on the Nomination Committee.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). The Chairman of the Annual General Meeting will request for voting by poll on all the proposed resolutions in the Notice. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the above meeting.

A proxy form for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s registered office at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

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LETTER FROM THE CHAIRMAN

6. RECOMMENDATION

The Directors believe that the general mandates to issue Shares and to repurchase Shares, the re-election of Directors and the grant of additional remuneration to any independent non-executive Directors serving on the Nomination Committee to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions in relation to the above proposals to be proposed at the Annual General Meeting.

Yours faithfully, Chang Zhenming Chairman

– 5 –

APPENDIX I EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

This is an explanatory statement and memorandum of the terms of the proposed repurchases given to the Shareholders relating to a resolution to approve the Company repurchasing its own Shares (“Buyback Mandate”) to be proposed at the Annual General Meeting.

This explanatory statement contains the information required under rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision as to whether or not to vote in favour of the resolution approving the Buyback Mandate and it also forms the memorandum of the terms of the proposed repurchases given under Section 49BA(3)(b) of the Companies Ordinance.

i. SHARE CAPITAL

As at 21 March 2012, the Latest Practicable Date, the issued share capital of the Company was 3,649,444,160 Shares.

Subject to the passing of the resolution approving the Buyback Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 364,944,416 Shares, representing 10% of the issued share capital of the Company as at the date of passing the relevant resolution.

ii. SHAREHOLDER APPROVAL / TRADING RESTRICTIONS

The Listing Rules provide that all proposed repurchases of securities by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction.

iii. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from Shareholders to enable the Directors to repurchase the Shares of the Company on the market.

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and / or earnings and / or dividend per share.

iv. FUNDING OF REPURCHASES

Repurchases must be funded out of the funds legally available for the purpose in accordance with the Company’s constitutive documents, including memorandum and articles of association, and the laws of Hong Kong, being profits available for distribution and the proceeds of a fresh issue of shares made for the purpose of the repurchases. It is envisaged that the funds required for any repurchase would be derived from profits available for distribution.

– 6 –

APPENDIX I EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

The Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements as at 31 December 2011) in the event that the Buyback Mandate was exercised in full.

v. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date, from 1 April 2011 to 29 February 2012 and from 1 March 2012 to the Latest Practicable Date, were as follows:

			Shares
		Highest		Lowest
		HK$		HK$
2011	April	24.60		21.55
	May	23.25		21.05
	June	22.75		17.54
	July	20.10		16.52
	August	17.08		12.82
	September	16.18		11.06
	October	14.70		10.26
	November	14.94		12.80
	December	14.78		13.00
2012	January	15.20		13.26
	February	15.88		14.10
	1 March to 21 March	14.92		13.04

vi. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention if the Buyback Mandate is exercised to sell any Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Buyback Mandate in accordance with the Listing Rules and the laws of Hong Kong.

If as the result of a repurchase of Shares a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of Rule 32 of the Hong Kong Codes on Takeovers and Mergers and Share Repurchases (“Takeovers Code”). As a result, a Shareholder, or group of Shareholders acting in concert depending on the level of increase of Shareholders’ interest, could obtain

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APPENDIX I

EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at 21 March 2012, the Latest Practicable Date, CITIC Group Corporation (formerly known as CITIC Group) held approximately 57.51% of the issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Buyback Mandate. The Directors have no present intention to exercise the Buyback Mandate such that the minimum amount of Shares held by the public will fall below 25% of the issued share capital of the Company, being the minimum public float requirement under the Listing Rules.

There have been no repurchases of any securities of the Company made in the previous six months (whether on the Stock Exchange or otherwise).

The Listing Rules prohibit the Company from knowingly repurchasing Shares of the Company on the Stock Exchange from a “connected person” (as defined in the Listing Rules) and a connected person is prohibited from knowingly selling his / her Shares to the Company.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

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APPENDIX II BIOGRAPHIES OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

The following Directors are subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association. The interests in the securities of the Company of the retiring Directors are provided in the section “Directors’ Report” in the Annual Report 2011 and the Summary Financial Report 2011. The emoluments of the retiring Directors are set out in the section “Directors’ Report” under the heading “Disclosure Pursuant to Rule 13.51B(1) of the Listing Rules” in the Annual Report 2011 and Note 12 to the financial statements contained in the Annual Report 2011 and Note 3 to the summary financial statements contained in the Summary Financial Report 2011. In general, the emoluments paid to the Directors are determined with reference to the market terms and their duties and responsibilities within the Group. All the retiring directors are subject to retirement by rotation at least once every three years pursuant to the Company’s Articles of Association. Save for the information as disclosed in the Company’s announcement dated 2 January 2009 and 3 April 2009, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

• Zhang Jijing , age 56, Managing Director and re-designated as Executive Director since November 2009. He has been a Non-executive Director since April 2009. He has been appointed as a vice president and the head of the strategy and planning department of CITIC Limited with effect from 27 December 2011 and a director of CITIC Hong Kong (Holdings) Limited with effect from 9 May 2011. He is also a non-executive director of CITIC Resources Holdings Limited (listed on the Hong Kong Stock Exchange) and CITIC Securities Company Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange). He is the chairman of CITIC Pacific China Holdings Limited. He is the chairman of the executive committee and a member of both the investment committee and the special committee of the Company. He ceased to act as an executive director and a vice president of CITIC Group Corporation (formerly known as CITIC Group) with effect from 27 December 2011. He resigned as a non-executive director of China CITIC Bank Corporation Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange) with effect from 8 November 2011. Mr. Zhang was also the managing director of CITIC Australia Group, a director and vice president of CITIC Australia Pty. Ltd. and the deputy division chief of the overseas investment department of China International Trust and Investment Corporation. Mr. Zhang had, over a decade ago, also served as a non-executive director of certain companies in which CITIC Australia Pty. Ltd. had invested in (including Yaohan International Holdings Limited and Pacific Asia International Pty Limited). From 14 February 1996 to 22 November 1997 and from 24 February 1998 to 20 November 1998, Mr. Zhang served as a non-executive director of Yaohan International Holdings Limited (a company incorporated in Bermuda and subsequently in liquidation). Current status and outcome of the proceeding is unknown. Mr. Zhang also served as a non-executive director of Pacific Asia International Pty Limited from 30 June 1995 to 17 September 1999 and this company was deregistered on 20 June 2004 after its liquidation. The Board is of the view that Mr. Zhang’s role as a non-executive director of the aforesaid companies which went into liquidation do not have any significant impact on Mr. Zhang’s qualification to serve as an Executive Director and the Managing Director of the Company. He has over 25 years’ experience in corporate management, industrial investment, business finance and the aluminium industry. Mr. Zhang obtained a Bachelor Degree in Engineering from Hefei Polytechnic University in Anhui Province and a Master Degree in Economics from the Graduate School of Chinese Academy of Social Sciences in Beijing. Save as disclosed, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

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APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

• Milton Law Ming To, age 48, a Director since 2006. He is a director of New Hong Kong Tunnel Company Limited, Western Harbour Tunnel Company Limited, CITIC Pacific Mining Management Pty Ltd and certain group companies involved in shipping trading and property projects in Hong Kong. He is also a director of some subsidiaries of CITIC Hong Kong (Holdings) Limited. He resigned as a director of Daye Special Steel Co., Ltd. (listed on the Shenzhen Stock Exchange) with effect from 13 April 2011. He is a member of the executive committee, the investment committee and the asset and liability management committee of the Company. Before joining the Company in 1992, Mr. Law worked in the banking industry. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He is also qualified as an attorney at law in the PRC. Save as disclosed, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Alexander Reid Hamilton, age 70, a Director since 1994. He is a member of both the remuneration committee and the nomination committee of the Company. With effect from the conclusion of the board meeting held on 1 March 2012, he ceased to act as the chairman of the audit committee but remains as a member. He is an independent non-executive director of Shangri-La Asia Limited, Esprit Holdings Limited and COSCO International Holdings Limited (all listed on the Hong Kong Stock Exchange), Octopus Cards Limited, DBS Bank (Hong Kong) Limited and JF China Region Fund, Inc. He was a partner of PricewaterhouseCoopers where he practised for 16 years. He was an independent non-executive director of China COSCO Holdings Company Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange) until May 2011 and a director of China Central Properties Limited (listed on the London Stock Exchange’s AIM) until September 2009. Mr. Hamilton is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Institute of Directors and a member of the Institute of Chartered Accountants of Scotland. He has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

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APPENDIX II

BIOGRAPHIES OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

Ju Weimin,** age 48, a Director since 2009. He is the chairman of CITIC Trust Co. Ltd., a non-executive director of CITIC Securities Company Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange), China CITIC Bank Corporation Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange), Asia Satellite Telecommunications Holdings Limited (listed on the Hong Kong Stock Exchange), CITIC International Financial Holdings Limited (listed on the Hong Kong Stock Exchange until its withdrawal of listing on 5 November 2008 as a result of its privatisation pursuant to a scheme of arrangement) and CITIC Bank International Limited. He has been appointed as a vice president and the chief financial officer of CITIC Limited with effect from 27 December 2011. He has also been appointed as a director of CITIC Hong Kong (Holdings) Limited with effect from 9 May 2011. He is a member of the special committee of the Company. He ceased to act as an executive director and a vice president of CITIC Group Corporation (formerly known as CITIC Group) with effect from 27 December 2011. Mr. Ju has over 20 years’ experience in finance, investment and corporate management. He obtained a Bachelor Degree in Economics majoring in Accounting from Hang Zhou Institute of Electronics Engineering and a Master Degree in Economics majoring in Accounting from Renmin University. Save as disclosed, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

• Executive Director

• ** Non-Executive Director

• # Independent Non-executive Director

– 11 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 18 May 2012 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited accounts and the Reports of the Directors and the Auditors for the year ended 31 December 2011.

2. To declare a final dividend for the year ended 31 December 2011.

3. To re-elect retiring Directors.

4. To re-appoint Auditors and authorise the Board of Directors to fix their remuneration.

5. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT :

• A. subject to paragraph (C), a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to allot, issue and dispose of additional shares in the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;

• B. the mandate in paragraph (A) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• C. the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

mandate in paragraph (A), otherwise than pursuant to (i) Rights Issue or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers, employees, consultants and/or representatives of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) the exercise of subscription rights or conversion rights under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the Articles of Association of the Company from time to time, shall not exceed twenty per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution and the said mandate shall be limited accordingly;

• D. for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• i. the conclusion of the next Annual General Meeting of the Company; or

• ii. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

• iii. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

– 13 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT :

• A. a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to purchase or otherwise acquire shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate nominal amount of shares so purchased or otherwise acquired shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution;

• B. for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• i. the conclusion of the next Annual General Meeting of the Company; or

• ii. the expiration of the period within which the next Annual General Meeting of the Company is required by law to be held; or

• iii. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

• To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Resolutions (5) and (6) set out in the Notice convening this Meeting, the aggregate nominal amount of the shares which are purchased or otherwise acquired by the Company pursuant to Resolution (6) shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution (5).”

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT an additional remuneration in the sum of HK$50,000 per annum (or, if he serves for less than a year, on a pro rata basis) be granted to any Independent Non-executive Director who is appointed to serve on the Nomination Committee of the Board of Directors of the Company.”

By Order of the Board Ricky Choy Wing Kay Company Secretary

Hong Kong, 28 March 2012 Registered Office:

32nd Floor

CITIC Tower

1 Tim Mei Avenue Central Hong Kong

Notes:

• (i) The Register of Members will be closed during the following periods:

• (a) from Monday, 14 May 2012 to Friday, 18 May 2012, both days inclusive and during which period no share transfer will be effected, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the Annual General Meeting of the Company. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with CITIC Pacific’s Share Registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 11 May 2012; and

• (b) from Thursday, 24 May 2012 to Monday, 28 May 2012, both days inclusive and during which period no share transfer will be effected, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to establish entitlements to the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with CITIC Pacific’s Share Registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 23 May 2012.

• (ii) Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (iii) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote.

• (iv) Concerning item 3 above, Messrs. Zhang Jijing, Milton Law Ming To, Alexander Reid Hamilton and Ju Weimin shall retire by rotation in the Annual General Meeting pursuant to Article 104(A) of the Articles of Association of the Company and they, all being eligible, shall offer themselves for re-election. Details of the above retiring Directors are set out in Appendix II to this circular.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (v) Concerning item 5 above, approval is being sought from members for a general mandate to authorise allotment of shares under Section 57B of the Companies Ordinance and the Listing Rules, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any shares of the Company up to twenty per cent of the issued share capital of the Company. The Directors wish to state that they have no immediate plans to issue shares in the Company.

• (vi) Concerning item 6 above, approval is being sought from members for a general mandate to repurchase shares in the Company, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any shares in the Company up to ten per cent of the issued share capital of the Company.

• (vii) Concerning item 7 above, approval is being sought from members to extend the general mandate to allot shares by adding repurchased securities to the twenty per cent general mandate.

• (viii) Concerning item 8 above, approval is being sought from members to approve the grant of additional remuneration to any Independent Non-executive Director serving on the Nomination Committee.

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