CITIC Limited — AGM Information 2015

Jul 15, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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OVERSEAS REGULATORY ANNOUNCEMENT

(This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)

The following announcement is released by United Envirotech Ltd. (a subsidiary of CITIC Limited) to Singapore Exchange Limited on 15 July 2015:-

Notice of Annual General Meeting to be held on Thursday, 30 July 2015 at 10.00 a.m.

Hong Kong, 15 July 2015

As at the date of this announcement, the executive directors of CITIC Limited are Mr Chang Zhenming (Chairman), Mr Wang Jiong and Mr Zhang Jijing; the non-executive directors of CITIC Limited are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan and Mr Liu Yeqiao; and the independent non-executive directors of CITIC Limited are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh and Ms Lee Boo Jin.

Company Registration No: 200306466G

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Connection 2, Level 3, Amara Hotel, 165 Tanjong Pagar Road, Singapore 088539, on Thursday, 30 July 2015 at 10.00 a.m., to transact the following businesses:-

AS ORDINARY BUSINESS

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1.	To receive and adopt the Audited Financial Statements of the Company for the year ended 31 March 2015 and the Directors’ Report and the Auditors Report thereon.	(Resolution 1)
2.	To declare a First and Final tax-exempt (one-tier) Dividend of 0.5 Singapore cents per ordinary share for the financial year ended 31 March 2015.	(Resolution 2)
3.	To re-elect Mr Lee Suan Hiang, a director retiring pursuant to Article 91 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election.	(Resolution 3)
Mr Lee Suan Hiang, if re-appointed will remain as an Independent Director as well as the Chairman of Remuneration Committee and a member of the Nominating Committee and
Audit Committee; and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
4.	To re-elect Mr Zhao Fu, a director retiring pursuant to Article 91 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election.	(Resolution 4)
5.	To re-elect Mr Hao Weibao, a director retiring pursuant to Article 97 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election.	(Resolution 5)
6.	To re-elect Mr Zhang Yong a director retiring pursuant to Article 97 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election.	(Resolution 6)
7.	To re-elect Mr Wang Song, a director retiring pursuant to Article 97 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election.	(Resolution 7)
8.	To re-elect Mr Tay Beng Chuan who retires pursuant to Section 153(6) of the Singapore Companies Act, Cap. 50)	(Resolution 8)
Mr Tay Beng Chuan, if re-appointed will remain as an Independent Director as well as the Chairman of Nominating Committee and a member of the Audit Committee and
Remuneration Committee; and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited.
9.	To approve the payment of Directors’ fee of S$180,000 for the financial period ending 31 December 2015.	(Resolution 9)
10.	To re-appoint Messrs Deloitte & Touche LLP as auditors of the Company and to authorise the Directors to fix their remuneration.	(Resolution 10)

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AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following ordinary resolutions with or without modifications:-

1. Authority to allot shares (a) “That, pursuant to Section 161 of the Companies Act, Chapter 50, and the listing rules of the Singapore Exchange Securities Trading Limited, approval be and is hereby given to the Directors of the Company at any time to such persons and upon such terms and for such purposes as the Directors may in their absolute discretion deem fit, to: (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise;

   • (ii) make or grant offers, agreements or options that might or would require shares to be issued or other transferable rights to subscribe for or purchase shares (collectively, “Instruments”) including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares;

• (iii) issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and

• (b) (Notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while the authority was in force,

provided always that

• (i) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 50% of the total number of issued shares excluding treasury shares of the Company, of which the aggregate number of shares (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) to be issued other than on a pro rata basis to shareholders of the Company does not exceed 20% of the total number of issued shares excluding treasury shares of the Company, and for the purpose of this resolution, the issued share capital shall be the Company’s total number of issued shares excluding treasury shares at the time this resolution is passed, after adjusting for;

  • (a) new shares arising from the conversion or exercise of convertible securities, or

  • (b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time this resolution is passed provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Listing Manual of the Singapore Exchange Securities Trading Limited, and

  • (c) any subsequent bonus issue, consolidation or subdivision of the Company’s shares, and

• (ii) such authority shall continue in force until the conclusion of the next Annual General Meeting or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.” (Resolution 11)

(See Explanatory Note 1)

1. To transact any other business which may be properly transacted at an Annual General Meeting.

NOTICE IS HEREBY GIVEN that, subject to the approval of shareholders to the First and Final Dividend (the “Proposed First & Final Dividend) being obtained at the Annual General Meeting (the “AGM”) to be held on 30 July 2015, the Share Transfer Books and the Register of Members of the Company will be closed on 12 August 2015 for the purpose of determining Members’ entitlements to the Proposed First & Final Dividend.

Duly completed registrable transfers in respect of shares in the Company received up to the close of business at 5.00 p.m. on 11 August 2015 by the Company’s Share Registrar, Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore 068898 will be entitled to the Proposed First and Final Dividend.

Members whose Securities Accounts with The Central Depository (Pte) Limited are credited with shares of the Company as at 5.00 p.m. on 11 August 2015 will be entitled to the Proposed First and Final Dividend.

The Proposed First & Final Dividend, if approved at the AGM, will be paid on 1 September 2015.

BY ORDER OF THE BOARD

Lotus Isabella Lim Mei Hua Company Secretary

Singapore, 15 July 2015

Explanatory Notes:-

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy in his stead. 2. A proxy need not be a member of the Company. 3. If the appointor is a corporation, the proxy must be executed under seal or the head of its duly authorised officer or attorney.

2. The instrument appointing a proxy must be deposited at the registered office of the Company at 80 Robinson Road, #02-00, Singapore 068898 not later than 48 hours before the time appointed for the Meeting.

EXPLANTORY NOTES

The ordinary resolution in item no. 11 is to authorise the Directors of the Company from the date of the above Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to an amount not exceeding 50 percent of the issued share capital of the Company of which the total number of shares and convertible securities issued other than on a pro-rata basis to existing shareholders shall not exceed 20 percent of the issued share capital of the Company at the time the resolution is passed, for such purposes as they consider would be in the interests of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.