CITIC Limited — AGM Information 2013

Apr 2, 2013

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 APPOINTMENT OF KPMG AS AUDITOR 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 Thursday, 16 May 2013 at 11:00 a.m. is set out on pages 12 to 15 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.

3 April 2013

CONTENTS

			Page
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 appointment of KPMG as auditor . . . . . . . . . . . . . . . .	. . . . . . . . . .	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

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 Thursday, 16 May 2013 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 (Cap 32 of the Laws of Hong Kong)

• “Directors” directors of the Company

• “Group” CITIC Pacific and its subsidiaries

• “HK$” Hong Kong dollars

• “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

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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 ( President ) Vernon Francis Moore ( Chief Financial Officer ) Liu Jifu André Desmarais Ju Weimin Yin Ke Carl Yung Ming Jie Alexander Reid Hamilton [#] Gregory Lynn Curl [#] Francis Siu Wai Keung [#] Xu Jinwu [#] Peter Kruyt [^]

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

• Executive Director

• ** Non-executive Director # Independent Non-executive Director

• ^ Alternate Director to André Desmarais

3 April 2013

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND APPOINTMENT OF KPMG AS AUDITOR 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) appoint KPMG as auditor.

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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 18 May 2012, 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 18 May 2012 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 18 May 2012.

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, unless renewed at that meeting. Accordingly, resolutions will be proposed to renew these mandates (other than the extension of the general mandate to allot Shares by adding repurchased securities to the twenty per cent general mandate) 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. These renewed 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.

3. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 95 of the Articles of Association of the Company, Dr. Xu Jinwu is an independent non-executive director appointed by the Board since the last annual general meeting who shall hold office only until the forthcoming Annual General Meeting and shall be eligible for re-election. Dr. Xu Jinwu has given an annual confirmation of independence pursuant to the independence guidelines as set out in Rule 3.13 of the Listing Rules. The Company is of the view that he is independent in accordance with the independence guidelines. Hence the Company recommends that Dr. Xu Jinwu be re-elected.

In accordance with Article 104(A) of the Articles of Association of the Company, Messrs. Chang Zhenming, Vernon Francis Moore, Liu Jifu and Yin Ke shall retire by rotation in the forthcoming Annual General Meeting and, all being eligible, offer themselves for re-election.

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LETTER FROM THE CHAIRMAN

The Nomination Committee has recommended to the Board the re-election of Messrs. Chang Zhenming, Vernon Francis Moore, Liu Jifu, Yin Ke and Dr. Xu Jinwu at the forthcoming Annual General Meeting. Details of the Directors who are proposed to be re-elected at the forthcoming Annual General Meeting are set out in Appendix II to this circular.

4. PROPOSED APPOINTMENT OF KPMG AS AUDITOR

On 2 April 2013, the Board resolved to propose to the forthcoming Annual General Meeting for approval the appointment of KPMG, Certified Public Accountants, as the auditor of the Group to hold office until the conclusion of the next annual general meeting of the Company.

PricewaterhouseCoopers, Certified Public Accountants will retire as auditor of the Group at the close of the forthcoming Annual General Meeting.

The proposed appointment of KPMG as auditor of the same group of companies is expected to enhance the efficiency of the audit process. A number of the Company’s subsidiaries have been audited by KPMG for many years.

The Company has, on 2 April 2013, received a letter from PricewaterhouseCoopers confirming that up to the date of the letter there were no matters that need to be brought to the attention of the Shareholders. The Board has confirmed that there is no disagreement between PricewaterhouseCoopers and the Company, and there are no other matters in respect of the proposed change of auditor that need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its sincere gratitude to PricewaterhouseCoopers for its professional and quality services rendered to the Group for over 25 years.

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 appointment of KPMG as auditor of the Group.

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 or 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.

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LETTER FROM THE CHAIRMAN

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 or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

6. RECOMMENDATION

The Directors believe that the general mandates to issue Shares and to repurchase Shares, the re-election of Directors and the appointment of KPMG as auditor of the Group 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

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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 26 March 2013, 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.

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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 2012) 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 previous 12 months up to 26 March 2013, were as follows:

			Shares
		Highest		Lowest
		HK$		HK$
2012	March	14.92		12.94
	April	13.16		12.48
	May	12.96		10.82
	June	12.08		10.88
	July	12.18		10.60
	August	11.96		9.49
	September	10.04		8.64
	October	10.46		9.13
	November	10.28		9.28
	December	11.60		9.73
2013	January	14.12		11.72
	February	12.54		11.00
	1 March to 26 March	11.84		9.76

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 of voting rights 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 or consolidate control of the Company and become obliged to make

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

a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at 26 March 2013, CITIC Group Corporation 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 2012 and the Summary Financial Report 2012. 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 2012 and Note 12 to the financial statements contained in the Annual Report 2012 and Note 3 to the summary financial statements contained in the Summary Financial Report 2012. 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.

• Chang Zhenming , age 56, chairman of CITIC Pacific. Mr. Chang is responsible for the leadership and effective functioning of the board, ensuring that key issues are addressed by the board. He provides the strategic direction for CITIC Pacific. From 2000 to 2005 he served as an executive director, from 2006 as a non-executive director, and since 2009 as the chairman of CITIC Pacific. Mr. Chang is the chairman of both the investment committee and the nomination committee of CITIC Pacific. He is the chairman of CITIC Group Corporation since December 2010 and previously served as vice chairman and president of CITIC Group Corporation. He is the chairman of CITIC Limited since December 2011. He was the managing director of CITIC Hong Kong (Holdings) Limited (“CITIC HK”) since August 2009 and has been re-designated as the chairman of CITIC HK since May 2011. He is also the vice chairman of CITIC International Financial Holdings Limited and a non-executive director of China CITIC Bank International Limited. He was vice-chairman and a non-executive director of China CITIC Bank Corporation Limited and a non-executive director and deputy chairman of Cathay Pacific Airways Limited. Mr. Chang has over 20 years’ broad range of experience in banking, finance and securities business. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of CITIC Pacific.

• Vernon Francis Moore , age 66, chief financial officer of CITIC Pacific. Mr. Moore is responsible for treasury, financial control, risk management and corporate communications and investor relations for the CITIC Pacific Group. He has been a director since 1990, transferring from CITIC HK. He is the chairman of the asset and liability management committee, a member of both the executive committee and the investment committee of CITIC Pacific. He is a director of CITIC Pacific Mining Management Pty Ltd, the chairman of New Hong Kong Tunnel Company Limited and Western Harbour Tunnel Company Limited, and an independent non-executive director of CLP Holdings Limited. He was a non-executive director of Cathay Pacific Airways Limited until November 2009, and from 1987 to 2007 an executive director of CITIC HK. Mr. Moore is a fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) and the Hong Kong Institute of Certified Public Accountants (HKICPA). Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of CITIC Pacific.

– 9 –

APPENDIX II

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

• Liu Jifu , age 69, a director since 2001. Mr. Liu is a member of the executive committee of CITIC Pacific. He is a director of CITIC HK and CITIC International Financial Holdings Limited, and a non-executive director of CITIC Telecom International Holdings Limited. He was with the Financial and Economics Research Institute in the Chinese Academy of Social Sciences, an executive director of China Everbright Group Limited, and the chairman of China Everbright Travel Inc and China PINGHE Import & Export Co., Ltd. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of CITIC Pacific.

Yin Ke** , age 49, a director since 2009. Mr. Yin is a member of the audit committee of CITIC Pacific. He is the chief executive officer, executive director and vice chairman of CITIC Securities International Company Limited, an executive director and vice chairman of CITIC Securities Company Limited, and a non-executive director of Hui Xian Asset Management Limited (the manager of Hui Xian Real Estate Investment Trust, which was listed on the Hong Kong Stock Exchange in April 2011). He is also a director of Hui Xian Investment Limited and Beijing Oriental Plaza Co., Ltd. He resigned as a non-executive director of Dah Chong Hong Holdings Limited with effect from 31 December 2012. He was a non-executive director of Zhongxing Shenyang Commercial Building Group Co., Ltd. and CITIC Dameng Holdings Limited. Mr. Yin began his career as executive secretary to the chief executive officer of the Shenzhen Stock Exchange when it was first established and is one of the pioneers who actively contributed to the development of the PRC stock market. He was formerly a director of ACT360 Solutions Limited and CITIC Capital Holdings Limited. He has previously served as the deputy general manager of Shenzhen Investment Fund Management Limited, a director of CCB Principal Asset Management Company Limited, an executive director of Jun An Securities Limited, an executive director of Guo Tai Jun An Securities Company Limited, the executive director and president of China United Securities Limited. He is also actively involved in various professional associations including the Securities Association of China and the Securities Association of Shenzhen. Mr. Yin graduated with a bachelor degree in electrical engineering and a master degree in Economics from Zhejiang University. Saved as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of CITIC Pacific.

Dr. Xu Jinwu (Dr. -Ing.) (“Dr. Xu”), age 63, an Independent Non-executive Director of CITIC Pacific with effect from 31 December 2012. Dr. Xu is the vice president of The Chinese Society for Metals (中國金屬學會) and the chairman of the Metallurgical Equipment Committee of The Chinese Society for Metals (中國金屬學會冶金設備分會). With over 30 years’ experience in both academic and industrial sectors, he is an expert in the areas of mechanical engineering and metal materials. Dr. Xu was appointed as the president of the University of Science and Technology Beijing in 2004 and retired with effect from 27 January 2013. During his presidency at the University of Science and Technology Beijing, Dr. Xu led a number of projects from the National Natural Science Foundation of China and important research projects from industry. Dr. Xu served as an

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

independent director of Ningbo Donly Transmission Equipment Co., Ltd. (listed on the Shenzhen Stock Exchange from November 2006) from January 2006 to January 2012 and Xinyu Iron & Steel Co., Ltd. (listed on the Shanghai Stock Exchange) from April 2006 to April 2009. Dr. Xu graduated from Beijing University of Iron and Steel Technology (the predecessor of the University of Science and Technology Beijing) in Mechanical Engineering in 1976 and further received a Master of Mechanical Engineering degree from the same university in 1981. He obtained a Doctor Ingenieur (Dr. -Ing.) in Mechanical Engineering from RWTH Aachen University in Germany in 1988. From 1989, Dr. Xu served the University of Science and Technology Beijing successively as president, lecturer, associate professor, professor and supervisor of Doctorate of Philosophy candidates and vice-president. He has no relationships with any directors, senior management or substantial or controlling shareholders of CITIC Pacific.

• 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 Thursday, 16 May 2013 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 Auditor for the year ended 31 December 2012.

2. To declare a final dividend for the year ended 31 December 2012.

3. To re-elect retiring Directors.

4. To appoint KPMG as Auditor of the Company and its subsidiaries, to hold office until the conclusion of the next annual general meeting, and to 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;

– 12 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• 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 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.”

By Order of the Board Ricky Choy Wing Kay Company Secretary

Hong Kong, 3 April 2013

Registered Office:

32nd Floor

CITIC Tower

1 Tim Mei Avenue Central

Hong Kong

– 14 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

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

• (a) from Monday, 13 May 2013 to Thursday, 16 May 2013, 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. 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, 10 May 2013; and

• (b) from Thursday, 23 May 2013 to Monday, 27 May 2013, 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, 22 May 2013.

• (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, Dr. Xu Jinwu is an independent non-executive director appointed by the Board since the last annual general meeting who shall hold office only until the forthcoming Annual General Meeting and shall be eligible for re-election pursuant to Article 95 of the Articles of Association of the Company. Messrs. Chang Zhenming, Vernon Francis Moore, Liu Jifu and Yin Ke shall retire by rotation in the forhtcoming Annual General Meeting pursuant to Article 104(A) of the Articles of Association of the Company and, all being eligible, offer themselves for re-election. Details of the above retiring Directors are set out in Appendix II to this circular.

• (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.

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