CITIC Limited — AGM Information 2016

Apr 21, 2016

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 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.

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CITIC Limited 中國中信股份有限公司

(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 NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of CITIC Limited to be held at Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8 June 2016 at 11:00 a.m. is set out on pages 14 to 18 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 Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible and in any event so that it is received not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. 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.

22 April 2016

CONTENTS

Page

Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed general mandates to issue Shares and to repurchase
	Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	– Explanatory Statement and Memorandum in relation
	to the Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II	– Biographies of Directors offering for re-election at the
	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**Appendix III **	– Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	14

– 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 Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8 June 2016 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

• “Articles of Association” the articles of association of the Company

• “Board” the board of Directors of the Company

• “CITIC Limited” or “Company” CITIC Limited

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Directors” directors of the Company

• “HK$” Hong Kong dollars

• “Latest Practicable Date”

• 15 April 2016, 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” the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice”

• the notice convening the Annual General Meeting, a copy of which is set out in Appendix III to this circular

• “Share(s)” ordinary share(s) of the Company

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

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “%”

per cent.

– 1 –

LETTER FROM THE CHAIRMAN

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CITIC Limited 中國中信股份有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

Directors: Chang Zhenming (Chairman) Wang Jiong (Vice Chairman and President) Li Qingping Pu Jian Yang Jinming ** Liu Yeqiao Song Kangle Yan Shuqin Liu Zhongyuan Yang Xiaoping Li Rucheng Francis Siu Wai Keung[#] Xu Jinwu[#] Anthony Francis Neoh[#] Lee Boo Jin[#] Noriharu Fujita[#] Paul Chow Man Yiu[#]

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

• Executive Director

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

22 April 2016

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

– 2 –

LETTER FROM THE CHAIRMAN

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 consider (i) the grant of the general mandates to issue Shares and to repurchase Shares; and (ii) the re-election of Directors.

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

At the annual general meeting of the Company held on 2 June 2015, 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 number of Shares in issue as at 2 June 2015; and (ii) to purchase or otherwise acquire Shares on the Stock Exchange not exceeding ten per cent of the number of Shares in issue as at 2 June 2015. The purpose of the general mandates was to enable the Directors to issue additional Shares and to repurchase Shares should the need arise.

These general mandates will lapse upon the conclusion of the Annual General Meeting, unless renewed at that meeting. Accordingly, resolutions will be proposed to renew these mandates by granting the Directors general mandates (i) to issue and otherwise deal with Shares up to a limit equal to twenty per cent of the number of Shares in issue at the date of passing such resolution; and (ii) to purchase or otherwise acquire Shares up to a limit equal to ten per cent of the number of Shares in issue at the date of passing such resolution. 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. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolution are, at any time thereafter, converted into a larger or smaller number of Shares.

The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares.

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 95 of the Articles of Association, Ms. Li Qingping, Mr. Pu Jian, Mr. Song Kangle, Ms. Yan Shuqin, Mr. Yang Xiaoping, Mr. Li Rucheng, Mr. Noriharu Fujita and Mr. Paul Chow Man Yiu who have been appointed as Directors by the Board since the last annual general meeting shall hold office only until the Annual General Meeting and shall be eligible for re-election.

– 3 –

LETTER FROM THE CHAIRMAN

In accordance with Article 104(A) of the Articles of Association, Mr. Wang Jiong, Mr. Yang Jinming and Mr. Anthony Francis Neoh shall retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

Each of Mr. Anthony Francis Neoh, Mr. Noriharu Fujita and Mr. Paul Chow Man Yiu, all being Independent Non-executive Directors of the Company eligible for re-election at the Annual General Meeting, has made a confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Company is of the view that each of Mr. Anthony Francis Neoh, Mr. Noriharu Fujita and Mr. Paul Chow Man Yiu is independent in accordance with the independence guidelines.

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.

4. 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 and the re-election of Directors.

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 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 so that it is received not less than 48 hours (excluding any part of a day that is a public holiday) 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.

– 4 –

LETTER FROM THE CHAIRMAN

5. RECOMMENDATION

The Directors believe that the general mandates to issue Shares and to repurchase Shares and the re-election of Directors 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 buy-back 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 buy-back given under Section 239(2) of the Companies Ordinance.

i. SHARES IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue was 29,090,262,630 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 2,909,026,263 Shares, representing 10% of the total number of Shares in issue as at the date of passing the relevant resolution. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolution are, at any time thereafter, converted into a larger or smaller number of Shares.

ii. SHAREHOLDERS’ 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 the Shareholders to enable the Directors to repurchase the Shares 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 net assets value and/or earnings and/or dividend per share.

– 6 –

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

iv. FUNDING OF REPURCHASES

Repurchases must be funded out of the funds legally available for the purpose in accordance with the Articles of Association, the laws of Hong Kong and the Listing Rules, 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.

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 2015) 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 prior to the printing of this circular were as follows:

	Share prices (per share)	Share prices (per share)
	Highest	Lowest
	(HK$)	(HK$)
2015
April	16.10	13.28
May	16.40	14.82
June	15.22	13.38
July	14.26	11.64
August	15.28	13.18
September	14.66	12.50
October	14.80	13.98
November	14.70	13.52
December	14.22	13.38
2016
January	13.52	10.44
February	11.02	10.02
March	12.50	10.60
April (up to and including the Latest
Practicable Date)	12.56	11.18

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

vi. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close 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 applicable 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 the Codes on Takeovers and Mergers and Share Buy-backs (“Takeovers Code”). As a result, a Shareholder, or group of Shareholders acting in concert depending on the level of increase in Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, CITIC Group Corporation held approximately 58.13% of the total number of issued Shares. 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 the prescribed public float under the waiver granted by the Stock Exchange which is at the higher of such a percentage (being 21.87%) of Shares held by the public immediately after the completion of the acquisition of the total issued capital of CITIC Corporation Limited which took place on 25 August 2014.

There have been no repurchases of any securities of the Company made during six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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

No core 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.

– 8 –

APPENDIX II

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

The following Directors are proposed to be re-elected at the Annual General Meeting. None of the Directors offering themselves for re-election have interest in the securities of the Company. Except for Mr. Song Kangle, Mr. Li Rucheng and Mr. Paul Chow Man Yiu who were appointed in March 2016, and Ms. Yan Shuqin who was appointed in April 2016, the remuneration of the following Directors are set out in the notes to the consolidated financial statements contained in the Annual Report 2015. In general, the remuneration paid to the Directors (except for the salaries paid to Executive Directors which are determined by the relevant PRC government regulators and are subject to evaluation of the annual performance of the Company) are determined with reference to the market terms and their duties and responsibilities with or for the Company. All the Directors are subject to retirement by rotation at least once every three years pursuant to the Articles of Association. In relation to the re-election of the following Directors, 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.

• Mr. Wang Jiong (“Mr. Wang”) , age 56, an executive director, vice chairman and president, vice chairman of the executive committee and a member of the nomination committee of the Company with effect from 26 September 2014. Mr. Wang is currently the vice chairman and president of CITIC Group Corporation and CITIC Corporation Limited. He was formerly deputy general manager of CITIC Shanghai Co., Ltd; general manager and chairman of CITIC Shanghai (Group) Co., Ltd; chairman and general manager of CITIC East China (Group) Co., Ltd; assistant president of China International Trust & Investment Corporation; and executive director and vice president of CITIC Group. Mr. Wang has a background of more than 20 years in finance and industry, with extensive knowledge and experience particularly in corporate strategy planning, operating management, investment financing, mergers, acquisitions and restructuring. Mr. Wang graduated from Shanghai University of Finance & Economics with a master’s degree in economics. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

• Ms. Li Qingping (“Ms. Li”) , age 53, an executive director of the Company with effect from 24 December 2015. Ms. Li has been the vice president and a member of the executive committee of the Company since 26 September 2014. Ms. Li is currently executive director of CITIC Group Corporation, executive director and vice president of CITIC Corporation Limited, and executive director and president of CITIC Bank. She was formerly general manager of the International Department of Agricultural Bank of China, general manager of Guangxi Branch, and director of the Retail Business Department. Ms. Li is a senior economist who has 30 years’ experience in the banking industry, with particular emphasis on international business and retail business. She graduated from the International Finance Programme at Nankai University with a master’s degree in economics. Save as disclosed herein, she has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

– 9 –

APPENDIX II

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

• Mr. Pu Jian (“Mr. Pu”) , age 57, an executive director of the Company with effect from 24 December 2015. Mr. Pu has been the vice president and a member of the executive committee of the Company since 26 September 2014. Mr. Pu is currently executive director of CITIC Group Corporation, executive director and vice president of CITIC Corporation Limited. He was formerly vice president of CITIC Securities Co., Ltd; vice chairman of China Offshore Helicopter Co., Ltd; president of CITIC Offshore Helicopter Co., Ltd; director of CITIC Group; president and chairman of CITIC Trust Co., Ltd. He has held management positions in the financial industry and the general aviation industry for many years, and has over 20 years’ experience in financial institutions, particularly in the securities and trust fields. Mr. Pu is a researcher and a graduate of Fordham University with a master’s degree in business administration. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Yang Jinming (“Mr. Yang”)** , age 58, a non-executive director and a member of the remuneration committee of the Company with effect from 26 September 2014. Mr. Yang is currently a non-executive director of CITIC Group Corporation and CITIC Corporation Limited. He was formerly deputy director of the General Office, China National Salt Industry Corporation Beijing Branch; deputy chief of the Payroll Division of the General Planning Department, Ministry of Finance; chief of the Extra-budgetary Fund Management Division of the Policy and Reform Department, Ministry of Finance; chief of the Government Procurement Division, the Treasury Department, Ministry of Finance; and inspector (deputy director-general level) of the Treasury Department, Ministry of Finance. Mr. Yang graduated from the Correspondence Institute of the Central Party School with a bachelor’s degree in international economics. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Song Kangle (“Mr. Song”)** , age 52, a non-executive director of the Company with effect from 18 March 2016. Mr. Song is currently serving as Counsel at director general level in Department of Asset Management of Ministry of Finance. He worked with several posts in Ministry of Finance as staff member, senior staff member, principal staff member, deputy director, consultant at director level, associate counsel, deputy director general and counsel at director general level in various departments, such as Department of Human Resource Development, Department of External Financing, Department of External Affairs and Department of Enterprise. He graduated from School of Public Finance and Taxation of Liaoning Institute of Finance and Economics (now known as Dongbei University of Finance and Economics) with a bachelor’s degree in public finance and China Europe International Business School of Shanghai Jiao Tong University. He is a postgraduate degree holder. Save as disclosed herein, 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 DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

Ms. Yan Shuqin (“Ms. Yan”)** , age 55, a non-executive director of the Company with effect from 12 April 2016. Ms. Yan is currently serving as chief inspector of Ningbo Supervision & Inspection Office of Ministry of Finance. She worked with several posts in Ministry of Finance as staff member, senior staff member, principal staff member, deputy director, director, assistant inspector, deputy inspector and chief inspector in Jiangxi Supervision & Inspection Office and Ningbo Supervision & Inspection Office. She graduated from Jiangxi University of Finance and Economics with a bachelor’s degree in economics. She is a certified public accountant. Save as disclosed herein, she has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Yang Xiaoping (“Mr. Yang”)** , age 52, a non-executive director of the Company with effect from 3 August 2015. Mr. Yang is currently the vice chairman of the CP Group, an executive director and the vice chairman of C.P. Lotus Corporation (listed on the Main Board of the Hong Kong Stock Exchange), CEO of CT Bright Holdings Limited, a non-executive director of Ping An Insurance (Group) Company of China, Ltd. (listed on the Main Board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange) and a non-executive director of Tianjin Binhai Teda Logistics (Group) Corporation Limited (listed on the GEM Board of the Hong Kong Stock Exchange). Mr. Yang previously acted as the manager of Nichiyo Co., Ltd for China Division and the Chief Representative of Nichiyo Co., Ltd, Beijing Office. He is also a member of The Twelfth National Committee of Chinese People’s Political Consultative Conference, the vice president of the China Institute for Rural Studies of Tsinghua University, a Director of China NGO Network for International Exchanges, the vice president of Beijing Association of Enterprises with Foreign Investment and an adviser of Foreign Investment to Beijing Municipal Government. Mr. Yang obtained a bachelor degree from Jiangxi Institute of Technology and has experience in overseas studies in Japan. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Li Rucheng (“Mr. Li”)** , age 64, a non-executive director of the Company with effect from 18 March 2016. Mr. Li is currently vice chairman of China Association for Public Companies, chairman of The Listed Company Association of Ningbo. He serves as the chairman of the Eighth Board of Directors of Youngor Group Co., Ltd., executive director of Ningbo Shengda Development Co., Ltd. and chairman of Ningbo Youngor Holdings Co., Ltd. He was the representative to the Ninth, Tenth, and Eleventh National People’s Congress. He served as managing director of Youth Development Company, chairman and general manager of Ningbo Youngor Garment Co., Ltd, as well as chairman and general manager of Youngor Group. Mr. Li is a senior economist. Save as disclosed herein, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

– 11 –

APPENDIX II

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

Mr. Anthony Francis Neoh (“Mr. Neoh”) , age 69, an independent non-executive director of the Company with effect from 19 December 2014 and a member of the nomination committee and audit and risk management committee with effect from 2 June 2015 and 18 March 2016 respectively. Mr. Neoh currently serves as a member of the International Advisory Council of the China Securities Regulatory Commission (“CSRC”). He previously served as Chief Advisor to the CSRC, a member of the Hong Kong Special Administrative Region Basic Law Committee under the Standing Committee of the National People’s Congress, chairman of the Hong Kong Securities and Futures Commission, a member of the Hong Kong Stock Exchange Council and its Listing Committee, and chaired its Disciplinary Committee and Debt Securities Group, and Deputy Judge of the Hong Kong High Court. From 1996 to 1998, he was Chairman of the Technical Committee of the International Organization of Securities Commissions. He was appointed as Queen’s Counsel (now retitled as Senior Counsel) in Hong Kong in 1990. Mr. Neoh graduated from the University of London with a degree in Law in 1976. He is a barrister of England and Wales and admitted to the State Bar of California. In 2003, he was conferred the Degree of Doctor of Laws, honoris causa , by the Chinese University of Hong Kong. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences in 2009. In 2013, he was awarded the Degree of Doctor of Social Science, honoris causa , by the Open University of Hong Kong. Mr. Neoh is an independent non-executive director of China Life Insurance Company Limited (listed on the Shanghai Stock Exchange and the Main Board of the Hong Kong Stock Exchange) and Industrial and Commercial Bank of China Limited (listed on the Shanghai Stock Exchange and the Main Board of the Hong Kong Stock Exchange). He was a non-executive director of Global Digital Creations Holdings Limited (listed on the Growth Enterprise Market of the Hong Kong Stock Exchange) from November 2002 to December 2005, an independent non-executive director of Link Asset Management Limited, manager of Link Real Estate Investment Trust (listed on the Main Board of the Hong Kong Stock Exchange) from September 2004 to March 2006. He also served as an independent non-executive director of China Shenhua Energy Company Limited (listed on the Shanghai Stock Exchange and the Main Board of the Hong Kong Stock Exchange) from November 2004 to June 2010, Bank of China Limited (listed on the Shanghai Stock Exchange and the Main Board of the Hong Kong Stock Exchange) from August 2004 to September 2013. He has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Noriharu Fujita (“Mr. Fujita”) , age 65, an independent non-executive director of the Company with effect from 3 August 2015. Mr. Fujita has established Fujita Noriharu Accounting Firm since July 2013. From April 1973 to May 1978, he performed audit engagements in Japanese accounting firms. From July 1980 to December 1988, he worked in Imperial Chemical Industries PLC and stationed in London and Tokyo office. From January 1989 to June 2007, Mr. Fujita was a partner of Ernst & Young, LLP Chicago and New York office. From July 2007 to June 2013, he was an executive partner of Ernst & Young ShinNihon, LLC and served as the JBS Global Services Leader. He retired in June 2013. He is a licensed Certified Public Accountant in both Japan and the United States. As an accounting professional, Mr. Fujita has extensive experience in accounting. Mr. Fujita graduated from Keio University with a Bachelor degree in Economics in March 1973. He also obtained a Master of Business Administration from the College of Business, University of Illinois at Urbana-Champaign in May 1980. He has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

– 12 –

APPENDIX II

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

Mr. Paul Chow Man Yiu (“Mr. Chow”) , age 69, an independent non-executive director of the Company with effect from 18 March 2016. Mr. Chow currently serves as the chairman of Hong Kong Cyberport Management Company Limited, an independent non-executive director of Bank of China Limited (listed on the Main Board of the Stock Exchange of Hong Kong and the Shanghai Stock Exchange), China Mobile Limited (listed on the Main Board of the Stock Exchange of Hong Kong and the New York Stock Exchange), Julius Baer Group Ltd. (listed on the SIX Swiss Exchange) and Bank Julius Baer Co. Ltd. Mr. Chow also serves as a member of Advisory Committee on Innovation and Technology of the Government of the Hong Kong Special Administrative Region (“HKSAR Government”) and a member of Asian Advisory Committee of AustralianSuper Pty. Ltd. Mr. Chow was an executive director and Chief Executive of Hong Kong Exchanges and Clearing Limited (listed on the Main Board of the Stock Exchange of Hong Kong) from May 2003 to January 2010. He served as the Chief Executive, Asia Pacific Region (ex-Japan) of HSBC Asset Management (Hong Kong) Limited from 1997 to 2003. Mr. Chow was awarded the title of Justice of the Peace, the Silver Bauhinia Star and the Gold Bauhinia Star by the HKSAR Government in 2003, 2005 and 2010 respectively. 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

– 13 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

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CITIC Limited 中國中信股份有限公司

(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 Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8 June 2016 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the Reports of the Directors and the Auditor for the year ended 31 December 2015.

2. To declare a final dividend for the year ended 31 December 2015.

3. To re-elect Mr. Wang Jiong as Director of the Company.

4. To re-elect Ms. Li Qingping as Director of the Company.

5. To re-elect Mr. Pu Jian as Director of the Company.

6. To re-elect Mr. Yang Jinming as Director of the Company.

7. To re-elect Mr. Song Kangle as Director of the Company.

8. To re-elect Ms. Yan Shuqin as Director of the Company.

9. To re-elect Mr. Yang Xiaoping as Director of the Company.

10. To re-elect Mr. Li Rucheng as Director of the Company.

11. To re-elect Mr. Anthony Francis Neoh as Director of the Company.

12. To re-elect Mr. Noriharu Fujita as Director of the Company.

13. To re-elect Mr. Chow Man Yiu, Paul as Director of the Company.

14. To re-appoint Messrs. PricewaterhouseCoopers as the Auditor and authorise the Board of Directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider 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 number of shares 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) above, 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 number of shares 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

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NOTICE OF ANNUAL GENERAL MEETING

• 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).

“shares” shall for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares of the Company in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares.”

1. To consider 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 number of shares so purchased or otherwise acquired shall not exceed ten per cent of the number of shares 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

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NOTICE OF ANNUAL GENERAL MEETING

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.

“shares” shall for the purposes of the general mandate referred to in this Resolution, mean such number of shares as may be adjusted in the event that the shares of the Company in issue as at the date of passing this Resolution are, at any time thereafter, converted into a larger or smaller number of shares.”

By Order of the Board Ricky Choy Wing Kay Tang Zhenyi Joint Company Secretaries

Hong Kong, 22 April 2016

Registered Office:

32nd Floor

CITIC Tower 1 Tim Mei Avenue

Central

Hong Kong

Notes:

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

• (a) from Friday, 3 June 2016 to Wednesday, 8 June 2016 (both days inclusive) for the purpose of ascertaining shareholders’ entitlement to attend and vote at the annual general meeting of the Company (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 the Company’s Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 2 June 2016; and

• (b) from Wednesday, 15 June 2016 to Friday, 17 June 2016 (both days inclusive) 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 the Company’s Share Registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 14 June 2016.

During the periods mentioned in sub-paragraphs (a) and (b) above, no transfer of shares will be effected.

• (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 and received by the Company at least 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the meeting or adjourned meeting; and for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time appointed for taking the poll.

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• (iv) Concerning items 4, 5, 7, 8, 9, 10, 12 and 13 above, Ms. Li Qingping, Mr. Pu Jian, Mr. Song Kangle, Ms. Yan Shuqin, Mr. Yang Xiaoping, Mr. Li Rucheng, Mr. Noriharu Fujita and Mr. Paul Chow Man Yiu are Directors appointed by the Board of Directors 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. Concerning items 3, 6 and 11 above, Mr. Wang Jiong, Mr. Yang Jinming and Mr. Anthony Francis Neoh shall retire by rotation in the 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 Directors proposed to be re-elected are set out in Appendix II to this circular.

• (v) Concerning item 15 above, approval is being sought from members for a general mandate to authorise allotment of shares under Sections 140 to 141 of the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, 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 total number of issued shares of the Company. The Directors wish to state that they have no immediate plans to issue shares in the Company. Such number of shares referred to above shall, where applicable, be adjusted in the event that the shares in issue as at the date of passing the Resolution 15 above are, at any time thereafter, converted into a larger or smaller number of shares.

• (vi) Concerning item 16 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 total number of issued shares of the Company. The Directors wish to state that they have no immediate plans to repurchase shares in the Company. Such number of shares referred to above shall, where applicable, be adjusted in the event that the shares in issue as at the date of passing the Resolution 16 above are, at any time thereafter, converted into a larger or smaller number of shares.

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