CITIC Limited — Board/Management Information 2014

Sep 26, 2014

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.

==> picture [494 x 211] intentionally omitted <==

CHANGES TO THE BOARD AND CHANGE OF BOARD COMMITTEES AND THEIR COMPOSITION

The board of directors (the “Board”) of CITIC Limited (the “Company”) announces changes in directorships and board committees:

New appointments to the Board

• (1) Appointment of Mr Wang Jiong as an Executive Director, Vice Chairman and President, and a member of the Nomination Committee.

• (2) Appointment of Mr Dou Jianzhong as an Executive Director and Vice President.

• (3) Appointment of Mr Yu Zhensheng and Mr Liu Zhongyuan as Non-executive Directors, Mr Yang Jinming as Non-executive Director and a member of Remuneration Committee, and Ms Cao Pu as Non-executive Director and a member of Audit and Risk Management Committee.

Other Changes to the Board

• (4) Re-designation of Mr Zhang Jijing (previously President) as Vice President.

• (5) Resignation of Mr Vernon Francis Moore as an Executive Director and Chief Financial Officer of the Company, Mr Liu Jifu and Mr Zeng Chen as Executive Directors of the Company.

• 1 -

• (6) Resignation of Mr Ju Weimin as a Non-executive Director and appointment as Chief Financial Officer; resignation of Mr Yin Ke as a Non-executive Director and a member of the Audit Committee, Mr Gregory Lynn Curl as a Non-executive Director and a member of both the Nomination Committee and Remuneration Committee and Mr Carl Yung Ming Jie as a Non-executive Director.

The Board now comprises:

The Board now comprises:
Executive Directors	Non-executive Directors	Independent Non-executive Directors
Chang Zhenming (Chairman)	Yu Zhensheng	Alexander Reid Hamilton
Wang Jiong (Vice Chairman and President)	Yang Jinming	Francis Siu Wai Keung
Dou Jianzhong (Vice President)	Cao Pu	Xu Jinwu
Zhang Jijing (Vice President)	Liu Zhongyuan

A new Executive Committee has been established to assist the Board in the business operations and management of the Company. The Executive Committee will also take up the functions of the Investment Committee.

A Strategic Development Advisory Committee will be established in the coming months for consultation on important matters relating to the Company’s strategy, operations and governance.

The Audit Committee, renamed as Audit and Risk Management Committee, will continue to oversee the risk management functions at the Company.

Following the successful acquisition of 100% of the total issued share capital of CITIC Corporation Limited, the primary operating arm of CITIC Group Corporation, CITIC Pacific Limited, now CITIC Limited, has transformed to become the largest conglomerate company in China with businesses in financial services, real estate and infrastructure, engineering contracting, resources and energy and manufacturing. Given the substantial change in size and scale of the Company, as well as the diversity of the businesses within it, the Board has made a careful assessment of its composition and its future needs to ensure effective and rigorous leadership, oversight and governance.

The following changes to the Board effectively align the executive board roles to manage the enlarged Company. The extensive experience and expertise of new members to the Board will also be invaluable in the future growth and development of the Company’s businesses both in China and overseas.

• 2 -

New appointments to the Board

1. Appointment of Mr Wang Jiong as an Executive Director, Vice Chairman and President, and a Member of the Nomination Committee

Mr Wang Jiong (“Mr Wang”), age 54, has been appointed as an Executive Director, Vice Chairman and President. He will also act as a member of the Nomination Committee, all 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.

2. Appointment of Mr Dou Jianzhong as an Executive Director and Vice President

Mr Dou Jianzhong (“Mr Dou”), age 59, has been appointed as an Executive Director and Vice President with effect from 26 September 2014.

Mr Dou is currently an executive director of CITIC Group Corporation, an executive director and vice president of CITIC Corporation Limited, chairman and chief executive officer of CITIC International Financial Holdings Ltd, non-executive director of CITIC Bank, and chairman of CIAM Group Limited. He was formerly vice president, executive vice president and president of CITIC Bank Corporation Limited (formerly CITIC Industrial Bank); vice chairman, chairman of China CITIC Bank International (formerly CITIC Ka Wah Bank); assistant president of China International Trust & Investment Corporation; and executive director and vice president of CITIC Group.

Mr Dou has a background of more than 30 years in the financial industry, with extensive experience and knowledge in finance and management in both domestic and overseas markets.

Mr Dou is a senior economist by profession. He has a bachelor’s degree in English from the University of International Business and Economics as well as a master’s degree in economics from the College of International Economics at Liaoning University.

3. Appointment of Mr Yu Zhensheng as a Non-executive Director

Mr Yu Zhensheng (“Mr Yu”), age 58, has been appointed as a Non-executive Director with effect from 26 September 2014.

• 3 -

Mr Yu is currently a non-executive director of CITIC Group Corporation and CITIC Corporation Limited. He was formerly an officer of the Loan Office, State Import & Export Regulatory Commission; officer of the Foreign Capital Bureau and Loan Bureau, Ministry of Foreign Trade and Economic Cooperation; deputy chief of the Foreign Trade Division, Department of Foreign Trade and Economic Cooperation, Tibet Autonomous Region; deputy chief, chief and assistant inspector of Division V, Department of Foreign Loans Management, Ministry of Foreign Trade and Economic Cooperation; assistant inspector of the Government Bond Department, Ministry of Finance; and deputy director and inspector (director-general level) of the Department of Finance, Ministry of Finance.

Mr Yu graduated from Beijing International Studies University with a bachelor’s degree in Japanese language and literature. He also studied at the Nomura Research Institute from October 1983 to February 1985.

4. Appointment of Mr Yang Jinming as a Non-executive Director and a Member of the Remuneration Committee

Mr Yang Jinming (“Mr Yang”), age 56, has been appointed as a Non-executive Director and a member of the Remuneration Committee 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; chief of the Government Procurement Division, Treasury Department; and inspector (deputy director-general level) of the Treasury Department.

Mr Yang graduated from the Correspondence Institute of the Central Party School with a bachelor’s degree in international economics.

5. Appointment of Ms Cao Pu as a Non-executive Director and a Member of the Audit and Risk Management Committee

Ms Cao Pu (“Ms Cao”), age 61, has been appointed as a Non-executive Director and a member of the Audit and Risk Management Committee with effect from 26 September 2014.

Ms Cao is currently a non-executive director of CITIC Group Corporation and CITIC Corporation Limited. She was formerly director of the Henan Branch Office of People’s Insurance Company of China (PICC), president of PICC Zhengzhou Sub-branch, and vice president of PICC Henan Branch; general manager and assistant general manager of the Financial Planning Department of China Reinsurance (Group) Corporation; and vice president of China Export & Credit Insurance Corporation.

Ms Cao has over 20 years’ experience in financial management.

Ms Cao is a senior economist by profession. She graduated from Wuhan University with a bachelor’s degree in insurance.

• 4 -

6. Appointment of Mr Liu Zhongyuan as a Non-executive Director

Mr Liu Zhongyuan (“Mr Liu”), age 44, has been appointed as a Non-executive Director with effect from 26 September 2014.

Mr Liu was formerly an officer and division chief of the General Office and General Planning and Trial Department, National Economic System Reform Commission; division chief and deputy director of the Secretary and Administration Department, Economic System Reform Office of the State Council; deputy director and director of the Secretariat Office of the National Council for Social Security Fund; director and deputy director-general of the Equity Management Department of the National Council for Social Security Fund; deputy director-general of the Equity Management Department (Private Equity Investment Department) of the National Council for Social Security Fund; and director-general of the Overseas Investment Department of the National Council for Social Security Fund.

Mr Liu has a doctorate degree in economics from the School of Economics at Renmin University of China.

The Board would like to extend its warmest welcome to Mr Wang Jiong, Mr Dou Jianzhong, Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, and Mr Liu Zhongyuan.

Mr Wang Jiong’s remuneration will be determined with reference to the relevant national policies. Mr Dou Jianzhong as the chairman and chief executive officer of CITIC International Financial Holdings Limited (a subsidiary of the Company) is entitled to receive a monthly salary of HK$324,700 which was determined by reference to prevailing market conditions, his position and responsibilities plus allowances and a discretionary bonus that is subject to individual performance and contribution and overall business performance and result.

Remuneration of Executive Directors will be subject to the review and approval by the Remuneration Committee of the Company.

Each of the newly appointed directors has entered into a letter of appointment with the Company and pursuant to the Company’s articles of association, will hold office only until the next following annual general meeting of the Company and then will be eligible for re-election at such meeting. Thereafter, he or she will be subject to retirement by rotation and re-election in accordance with the Company’s articles of association. No director’s fee will be paid to the executive and non-executive directors of the Company.

Save as disclosed, none of the newly appointed directors have relationships with any directors, senior management or substantial or controlling shareholders of the Company, and do not hold and have not held in the last three years any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. None of the newly appointed directors have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

In respect of each newly appointed director, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

• 5 -

Other Changes to the Board

7. Re-designation of Mr Zhang Jijing as a Vice President

Mr Zhang Jijing (“Mr Zhang”), Executive Director, has been re-designated as a Vice President, and appointed authorized representative, of the Company with effect from 26 September 2014.

Mr Zhang served as a Non-executive Director from April 2009 and as Executive Director since November 2009. He is a vice president of CITIC Corporation Limited, the chairman of CITIC Pacific Mining Management Pty Ltd. He has been appointed as the chairman and a non-executive director of Dah Chong Hong Holdings Limited (listed on The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) with effect from 1 January 2014. He resigned as a non-executive director of CITIC Resources Holdings Limited (listed on the Hong Kong Stock Exchange) with effect from 18 September 2013.

Mr Zhang had, over a decade ago, served as non-executive director of two companies which subsequently went into liquidation, one of which was deregistered on 20 June 2004 after its liquidation and given Mr Zhang is no longer involved in the other company, the status of those proceedings are unknown. Further details of such circumstances (which remain unchanged as at the date of this announcement) are set out in the Company’s circular dated 28 March 2012. The Board is of the view that Mr Zhang's role as a non-executive director of these two companies which went into liquidation do not have any significant impact on Mr Zhang’s qualification to serve as an Executive Director and a Vice President of the Company.

Mr Zhang holds a bachelor’s degree in Engineering from Hefei Polytechnic University and a master’s degree in Economics from the Graduate School of Chinese Academy of Social Sciences.

Mr Zhang is entitled to receive under his service contract a monthly salary of HK$367,290 which was determined by reference to prevailing market conditions, his position and responsibilities plus discretionary bonus that is subject to individual performance and contribution and overall business performance and result. He has entered into a letter of appointment with the Company and pursuant to the Company’s articles of association, Mr Zhang will be subject to retirement by rotation and re-election. Mr Zhang will not receive any director’s fee from the Company.

As at the date hereof, Mr Zhang is interested in 500,000 share options of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr Zhang has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not hold and has not held in the last three years any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save for the information herein and as disclosed in the Company’s announcement dated 3 April 2009, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company in respect of Mr Zhang’s re-designation.

• 6 -

8. Resignation of Mr Vernon Francis Moore as an Executive Director and the Chief Financial Officer, Mr Liu Jifu and Mr Zeng Chen as Executive Directors

Mr Vernon Francis Moore (“Mr Moore”) has tendered his resignation as an Executive Director and the Chief Financial Officer of the Company with effect from 26 September 2014. Mr Moore has been a director of the Company since March 1990.

Mr Liu Jifu (“Mr Liu”) has tendered his resignation as an Executive Director of the Company with effect from 26 September 2014. Mr Liu has been a director of the Company since April 2001.

Mr Zeng Chen (“Mr Zeng”) has tendered his resignation as an Executive Director of the Company with effect from 26 September 2014. Mr Zeng has been a director of the Company since February 2014.

Each of Mr Moore, Mr Liu and Mr Zeng has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

9. Resignation of Mr Ju Weimin as a Non-executive Director and his new appointment as Chief Financial Officer, resignation of Mr Yin Ke as a Non-executive Director and a member of the Audit Committee, Mr Gregory Lynn Curl as a Non-executive Director and a member of both the Nomination Committee and Remuneration Committee, Mr Carl Yung Ming Jie as a Non-executive Director

Mr Ju Weimin (“Mr Ju”) has tendered his resignation as a Non-executive Director, a position he had held since 2009. Mr Ju has been appointed as the Chief Financial Officer of the Company with effect from 26 September 2014.

Mr Yin Ke (“Mr Yin”) has tendered his resignation as a Non-executive Director and a member of the Audit Committee of the Company with effect from 26 September 2014. Mr Yin has been a director of the Company since November 2009.

Mr Gregory Lynn Curl (“Mr Curl”) has tendered his resignation as a Non-executive Director and a member of both the Nomination Committee and the Remuneration Committee of the Company with effect from 26 September 2014. Mr Curl has been a director of the Company since May 2011.

Mr Carl Yung Ming Jie (“Mr Yung”) has tendered his resignation as a Non-executive Director of the Company with effect from 26 September 2014. Mr Yung has been a director of the Company since March 2000.

Each of these directors have agreed to resign so as to facilitate the changes to the Board referred to in this announcement and have confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. The Board wishes to express its gratitude to Mr Moore, Mr Liu, Mr Zeng, Mr Ju, Mr Yin, Mr Curl and Mr Yung for their services and valuable contributions made during their tenure as board members of the Company.

• 7 -

10. Establishment of a new Executive Committee

A new Executive Committee has been established to assist the Board in the business operations and management of the Company, thereby replacing the existing Executive Committee and the Investment Committee.

The principal role of the Executive Committee is to select suitable candidates for senior management, to review/provide advice to the Board on material investment plans and feasibility studies and proposed disposals/divestments, mergers and acquisitions and other significant transactions of the Company, strategy and planning of the Group.

Members of the Executive Committee are as follows:

Mr Chang Zhenming, the Chairman, will serve as Chairman of the Executive Committee.

Mr Wang Jiong, Vice Chairman and President, will serve as a Vice Chairman of the Executive Committee.

Mr Zhu Xiaohuang (“Mr Zhu”), age 58, will serve as a Vice Chairman of the Executive Committee. Mr Zhu is currently chairman of the supervisory board of CITIC Group. He was formerly deputy director of the General Office, deputy director of Credit Division I, and deputy director-general of the Credit Management Department of China Construction Bank; deputy general manager of China Construction Bank Liaoning Branch; director-general of the Business Department of China Construction Bank; general manager of China Construction Bank Guangdong Branch; director-general of the Corporate Business Department, chief risk officer, vice president and executive director of China Construction Bank; and vice president of CITIC Corporation Limited, and chief executive officer and president of China CITIC Bank. Mr Zhu has been in the banking industry for 32 years and has extensive theoretical knowledge and practical experience in banking management and risk management. Mr Zhu is a senior economist. He graduated from the Lingnan College of Sun Yat-Sen University with a graduate diploma in world economics and a PhD in economics.

Mr Dou Jianzhong, Executive Director and Vice President.

Mr Ju Weimin (“Mr Ju”), age 51, Chief Financial Officer with effect from 26 September 2014. He is currently vice president, chief financial officer and board secretary of CITIC Corporation Limited, deputy chairman and non-executive director of Asia Satellite Telecommunications Holdings Limited, and non-executive director of CITIC Securities Company Limited. He was formerly chairman of CITIC Trust Co., Ltd; director, vice president, chief financial officer and director-general of the Finance Department of CITIC Group. Mr Ju has over 20 years’ experience in finance and industry, and has extensive theoretical knowledge and practical experience in corporate group financial management, risk management, investment and financing. Mr Ju graduated from Renmin University of China with a master’s degree in economics.

Mr Zhang Jijing, Executive Director and Vice President.

• 8 -

Mr Feng Guang (“Mr Feng”), age 57, is currently secretary of the Party Discipline Inspection Commission of CITIC Group Corporation. He was formerly deputy division chief, division chief and deputy director of the Second Department of Case Investigation, and deputy director of the Seventh Department of Case Investigation of the Ministry of Supervision of the P. R. China. Mr Feng has worked in discipline supervision for many years and has extensive practical experience in clean government practices and anti-corruption, human resources management, compliance governance, and corporate culture establishment. Mr Feng graduated from the Graduate School of the Central Party School with a master’s degree in jurisprudence.

Ms Li Qingping (“Ms Li”), age 52, is currently 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.

Mr Pu Jian (“Mr Pu”), age 56, 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; and vice president of CITIC Corporation Limited. Mr Pu 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 senior economist and a graduate of Fordham University with a master’s degree in business administration.

11. Establishment of Strategic Development Advisory Committee

To enable the Company and its senior management to access a panel of distinguished members with a broader global perspective and wider industrial sector experience, a Strategic Development Advisory Committee will be established in the coming months for consultation on important matters relating to the Company’s strategy, operations and governance.

12. Renaming Audit Committee as Audit and Risk Management Committee

The Audit Committee has been renamed as Audit and Risk Management Committee, to better reflect its functions and responsibilities, and will continue to oversee the risk management functions at the Company.

• 9 -

13. Ongoing search for additional Independent Non-executive Director

The Company has a strong and experienced team of Independent Non-executive Directors, who play a significant role in governance and oversight functions. The Company will continue its search for additional Independent Non-executives Directors who have the necessary experience and insight and can benefit the long-term development of the Company. This will also satisfy Rule 3.11 of the Listing Rules. Further announcement will be made on or before 24 November 2014.

By Order of the Board CITIC Limited Chang Zhenming Chairman

Hong Kong, 26 September 2014

As at the date of this announcement and immediately after the board changes, the executive directors of the Company are Mr Chang Zhenming (Chairman), Mr Wang Jiong, Mr Dou Jianzhong, and Mr Zhang Jijing; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu and Mr Liu Zhongyuan; and the independent non-executive directors of the Company are Mr Alexander Reid Hamilton, Mr Francis Siu Wai Keung and Dr Xu Jinwu.

• 10 -