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CITIC Limited — AGM Information 2026
Apr 28, 2026
49082_rns_2026-04-28_5b310393-7ce0-4727-a2f9-9105b312d496.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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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 OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of CITIC Limited (the “Company”) will be held as a hybrid meeting at Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong with online access through Vistra eVoting Portal on Friday, 26 June 2026 at 11:00 a.m. for the following purposes:
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To receive the audited financial statements and the Reports of the Directors and the Auditor for the year ended 31 December 2025.
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To declare a final dividend of RMB0.385 per ordinary share of the Company for the year ended 31 December 2025.
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To re-elect Mr. Xi Guohua as Director of the Company.
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To re-elect Mr. Zhang Wenwu as Director of the Company.
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To re-elect Mr. Liu Zhengjun as Director of the Company.
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To re-elect Mr. Wang Guoquan as Director of the Company.
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To re-elect Ms. Li Yi as Director of the Company.
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To re-elect Mr. Yue Xuekun as Director of the Company.
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To re-elect Mr. Yang Xiaoping as Director of the Company.
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To re-elect Mr. Li Zimin as Director of the Company.
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To re-elect Mr. Anthony Francis Neoh as Director of the Company.
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To re-elect Mr. Francis Siu Wai Keung as Director of the Company.
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To re-elect Dr. Xu Jinwu as Director of the Company.
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To re-elect Mr. Chen Yuyu as Director of the Company.
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To re-appoint KPMG as the Auditor of the Company and authorise the Board of Directors to fix their remuneration.
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As a special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
“ THAT :
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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;
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B. the mandate in paragraph (A) shall authorise the Directors of the Company during the Relevant Period to make or grant of offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
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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 20 per cent of the number of shares of the Company in issue at the date of this Resolution (excluding Treasury Shares) and the said mandate shall be limited accordingly;
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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
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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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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.
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of Treasury Shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and applicable laws and regulations.”
- As a special business, 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 10 per cent of the number of shares of the Company in issue at the date of this Resolution (excluding Treasury Shares);
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- B. for the purpose of this Resolution:
“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:
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i. the conclusion of the next annual general meeting of the Company; or
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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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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 CITIC Limited Ricky Choy Wing Kay Zhang Yunting Joint Company Secretaries
Hong Kong, 29 April 2026
Registered Office:
32nd Floor CITIC Tower 1 Tim Mei Avenue Central
Hong Kong
Notes:
- (1) The Annual General Meeting will be a hybrid meeting. Shareholders have the option of attending, participating, voting and raising questions at the Annual General Meeting physically at the meeting venue or electronically through Vistra eVoting Portal by visiting at https://evoting.vistra.com/#/267.
Registered Shareholders who attend the Annual General Meeting online can vote and dial in to raise questions through Vistra eVoting Portal by using the login username and password provided in the notification letter to be sent by the Company’s Share Registrar, Tricor Investor Services Limited.
Registered Shareholders, who wish to appoint proxy to attend the Annual General Meeting through Vistra eVoting Portal, are requested to provide valid email address(es) of their proxy(ies) or corporate representative(s) (except for appointment of the chairman of the Annual General Meeting) to receive the login username and password of the Vistra eVoting Portal.
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Non-registered Shareholders may also attend the Annual General Meeting through Vistra eVoting Portal, vote and dial in to raise questions. In this regard, they should (i) contact and instruct their banks, brokers, custodians or HKSCC Nominees Limited through which their shares are held (together the “Intermediaries”) to appoint themselves as proxies or corporate representatives to attend the Annual General Meeting and (ii) provide their email address to their Intermediaries before the time limit required by the relevant Intermediaries.
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(2) At the Annual General Meeting, the chairman of the Annual General Meeting will put each of the above resolutions to be voted by way of a poll pursuant to Article 75 of the Articles of Association.
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(3) (i) The record date for ascertaining shareholders’ entitlement to attend and vote at the Annual General Meeting will be Friday, 26 June 2026. The register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, Shareholders must lodge all transfer documents accompanied by the relevant share certificates (together the “Share Transfer Documents”) for registration not later than 4:30 p.m. on Monday, 22 June 2026.
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(ii) The record date for ascertaining shareholders’ entitlement to the proposed 2025 Final Dividend will be Tuesday, 7 July 2026. The register of members of the Company will be closed from Friday, 3 July 2026 to Tuesday, 7 July 2026, both days inclusive, during which period no transfer shares will be registered. In order to establish entitlements to the proposed 2025 Final Dividend, Shareholders must lodge the Share Transfer Documents for registration not later than 4:30 p.m. on Thursday, 2 July 2026.
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(iii) The Share Transfer Documents shall be lodged for registration with the Company’s Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
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(4) The proposed 2025 Final Dividend will be payable in cash to each Shareholder in HK$ (at the average benchmark exchange rate of RMB to HK$ as published by the People’s Bank of China during the five business days ending on 26 June 2026 (inclusive), being the date of the Annual General Meeting) unless an election is made to receive the same in RMB.
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(5) Any Shareholder entitled to attend the Annual General Meeting physically or electronically through Vistra eVoting Portal and vote online is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a Shareholder.
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(6) 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 received by the Company’s Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or submitted via the designated URL (https://evoting.vistra.com/#/267) by using the login username and password provided in notification letter to be sent by the Company’s Share Registrar, Tricor Investor Services Limited, 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 (as the case may be) at which the person named in such instrument proposes to vote.
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(7) Concerning items 3 to 14 above, Mr. Xi Guohua, Mr. Zhang Wenwu, Mr. Liu Zhengjun, Mr. Wang Guoquan, Ms. Li Yi, Mr. Yue Xuekun, Mr. Yang Xiaoping, Mr. Li Zimin, Mr. Anthony Francis Neoh, Mr. Francis Siu Wai Keung, Dr. Xu Jinwu and Mr. Chen Yuyu will voluntarily retire at the Annual General Meeting. All of them, being eligible, have offered themselves for re-election. Bio data of the above Directors proposed to be re-elected are set out in Appendix II to the circular to Shareholders dated 29 April 2026.
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(8) Concerning item 16 above, approval is being sought from Shareholders 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 of the Company in the event that it becomes desirable to issue any shares of the Company up to 20 per cent of the total number of issued shares (excluding Treasury Shares) of the Company. The Directors of the Company 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 (excluding Treasury Shares) of the Company 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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(9) Concerning item 17 above, approval is being sought from Shareholders for a general mandate to repurchase shares in the Company, in order to ensure flexibility and discretion to the Directors of the Company in the event that it becomes desirable to repurchase any shares in the Company up to 10 per cent of the total number of issued shares (excluding Treasury Shares) of the Company. The Directors of the Company 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 (excluding Treasury Shares) of the Company as at the date of passing the Resolution 17 above are, at any time thereafter, converted into a larger or smaller number of shares.
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(10) In the event that a black rainstorm warning signal or extreme conditions caused by super typhoons is in force or a tropical cyclone warning signal no. 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 1:00 p.m. on the day of the Annual General Meeting, the Annual General Meeting may be postponed to a later date and/or time as determined by the Company. The Company will, as soon as practicable, post an announcement on its website (www.citic.com) and on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) to notify Shareholders whether the Annual General Meeting will be held as scheduled or if postponed, the date, time and venue of the adjourned annual general meeting.
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(11) As a token of appreciation, each eligible attendee (irrespective of whether he/she attends in person as a shareholder and/or proxy/proxy for multiple shareholders) will be given ONE refreshment pack.
As at the date of this notice, the executive directors of the Company are Mr. Xi Guohua (Chairman), Mr. Zhang Wenwu, Mr. Liu Zhengjun and Mr. Wang Guoquan; the non-executive directors of the Company are Ms. Li Yi, Mr. Yue Xuekun, Mr. Yang Xiaoping and Mr. Li Zimin; and the independent non-executive directors of the Company are Mr. Anthony Francis Neoh, Mr. Francis Siu Wai Keung, Dr. Xu Jinwu, Mr. Toshikazu Tagawa and Mr. Chen Yuyu.
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