CITIC Limited — Capital/Financing Update 2003

Jun 30, 2003

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CITIC Pacific Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Hong Kong with limited liability)
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DISCLOSEABLE TRANSACTION

REALISATION OF INVESTMENTS IN PROJECTS WITH GUARANTEED FIXED RETURNS

IN

SHANGHAI, PRC

30 June 2003

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Details of the Realisation Agreements
1. The Yanan East Road Tunnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. The Da Pu Lu Tunnel, the Nan Pu Bridge and the Yang Pu Bridge . . . . . . . . . .	5
3. The Hu Jia Toll Road . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4. The Xu Pu Bridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Realisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

Expressions	Meanings
“CITIC Pacific” or the “Company”	CITIC Pacific Limited (中信泰富有限公司)
“Crystalime”	Crystalime Company Limited (晶立有限公司)
“Directors”	directors of CITIC Pacific
“Express Link”	Express Link Holdings Ltd.
“Group”	CITIC Pacific and its subsidiaries or, where the context so
	requires, any of them
“HK$”	Hong Kong dollars
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“JV Partner 1”	Shanghai Huangpu River Tunnel Construction Company (上
	海市黃浦江隧道建設公司), a company established under
	the laws of the PRC
“JV Partner 2”	Shanghai Jian Si Co., Ltd. (上海建事有限公司), a company
	established under the laws of the PRC
“JV Partner 3”	Shanghai Highway Construction Corporation (上海公路建
	設總公司), a company established under the laws of the
	PRC
“JV Partner 4”	Shanghai Urban Construction Investment & Development
	General Corporation (上海市城市建設投資開發總公司),
	a company established under the laws of the PRC
“JV Partner 5”	Shanghai Jiushi Corporation (上海久事公司), a company
	established under the laws of the PRC
“Latest Practicable Date”	23 June 2003, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China

– 1 –

DEFINITIONS

“Realisation”	the realisation of the Group’s investments in infrastructural
	projects in Shanghai, PRC as effected by the SCTD
	Agreement, the SHPRT&B Agreement, the SJT Agreement
	and the SXB Agreement
“Rich Creation”	Rich Creation Investments Ltd.
“RMB”	Renminbi
“SCTD”	Shanghai Citic Tunnel Development Co., Ltd. (上海中信
	隧道發展有限公司), a sino-foreign co-operative joint
	venture company established under the laws of the PRC
“SCTD Agreement”	the sale agreement in relation to SCTD, details of which
	are set out below
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SHPRT&B”	Shanghai Huang Pu River Tunnel and Bridges Development
	Co., Ltd. (上海浦江隧橋發展有限公司), a sino-foreign
	co-operative joint venture company established under the
	laws of the PRC
“SHPRT&B Agreement”	the sale agreement in relation to SHPRT&B, details of which
	are set out below
“SJT”	Shanghai Jian Tai Co., Ltd. (上海建泰有限公司), a sino-
	foreign co-operative joint venture company established
	under the laws of the PRC
“SJT Agreement”	the sale agreement in relation to SJT, details of which are
	set out below
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“SXB”	Shanghai Xupu Bridge Development Co., Ltd. (上海徐浦
	大橋發展有限公司), a sino-foreign co-operative joint
	venture company established under the laws of the PRC
“SXB Agreement”	the sale agreement in relation to SXB, details of which are
	set out below
“US$”	US dollars
“Yan Wing”	Yan Wing Investments Limited (仰榮投資有限公司)

(The exchange rate of Renminbi to Hong Kong dollars quoted in this circular adopts a rate of RMB1 equivalent to HK$0.9425. The exchange rate of US dollars to Hong Kong dollars quoted in this circular adopts a rate of US$1 equivalent to HK$7.8)

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LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

Directors:

Larry Yung Chi Kin (Chairman) Henry Fan Hung Ling (Managing Director) Vernon Francis Moore (Deputy Managing Director) Peter Lee Chung Hing (Deputy Managing Director) Norman Yuen Kee Tong (Deputy Managing Director) Robert Ernest Adams (Executive Director)

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

Yao Jinrong (Executive Director)

Chang Zhenming (Executive Director)

Li Shilin (Executive Director)

Carl Yung Ming Jie (Executive Director)

Liu Jifu (Executive Director)

• ** Willie Chang

• ** Hamilton Ho Hau Hay

• ** Alexander Reid Hamilton

• ** Hansen Loh Chung Hon

• ** Norman Ho Hau Chong

• André Desmarais

• Peter Kruyt

• Non-executive Director

• ** Independent non-executive Director

• # Alternate director to André Desmarais

30 June 2003

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION REALISATION OF INVESTMENTS IN PROJECTS WITH GUARANTEED FIXED RETURNS IN SHANGHAI, PRC

INTRODUCTION

The Directors announced on 10 June 2003 that the Group on that day entered into agreements to sell to its joint venture partners all of the Group’s investments in infrastructural projects with guaranteed fixed returns in Shanghai, PRC, namely:

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LETTER FROM THE BOARD

Project

CITIC Pacific’s Attributable Interest

Yanan East Road tunnel	50%
Da Pu Lu tunnel	45%
Nan Pu bridge	45%
Yang Pu bridge	45%
Hu Jia toll road	45%
Xu Pu bridge	45%

The aggregate consideration receivable by the Group as a result of the Realisation will be US$750,960,000 and RMB320,710,000 (approximately HK$6,160 million in total). The Realisation constitutes a discloseable transaction of CITIC Pacific under Rule 14.12 of the Listing Rules.

DETAILS OF THE REALISATION AGREEMENTS

There are four realisation agreements, namely, the SCTD Agreement, the SHPRT&B Agreement, the SJT Agreement and the SXB Agreement. Completion of each of these agreements is not inter-conditional.

1. The Yanan East Road Tunnel

The SCTD Agreement

Date : 10 June 2003 Seller : Crystalime, a wholly-owned subsidiary of CITIC Pacific Purchaser : JV Partner 1, the beneficial owner of the other existing 50% of the equity interest in the paid-up registered capital of SCTD of RMB600 million

Interest sold under the SCTD Agreement

50% of the equity interest in the paid-up registered capital of SCTD of RMB600 million, being the Group’s entire investment in SCTD and the Yanan East Road tunnel in Shanghai, PRC. SCTD owns and operates the Yanan East Road tunnel for 31 years commencing on 7 October 1993. Yanan East Road tunnel is SCTD’s only asset.

Information on SCTD and the Yanan East Road tunnel

The Group’s carrying value of the Group’s investment in SCTD as on 31 December 2002 amounted to approximately HK$282 million. The audited consolidated net profits

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LETTER FROM THE BOARD

before and after taxation and extraordinary items of the Group contributed by the Group’s investment in SCTD for the last two financial years are set out below:–

	Net profits before	Net profits after
	taxation and	taxation and
	extraordinary	extraordinary
Year ended	items contributed	items contributed
31 December	by SCTD	by SCTD
	(approximately HK$)	(approximately HK$)
2002	77 million	77 million
2001	110 million	110 million

Consideration

The consideration under the SCTD Agreement comprises US$36,100,000 and RMB15,417,000 (i.e. a total consideration of approximately HK$296 million), which will be payable to Crystalime in one lump sum by telegraphic transfer on completion. The consideration was arrived at after arm’s length negotiations between the parties with reference to the carrying value of the Group’s investment in SCTD. The difference of approximately HK$14 million as compared to the carrying value of the Group’s investment in SCTD will be recognised as a profit to the Group for the year 2003.

Completion of the SCTD Agreement

The sale under the SCTD Agreement will complete as soon as practicable upon the fulfillment of the following conditions:

• (a) the board of directors of SCTD approving the sale; and

• (b) the relevant PRC governmental authority approving the SCTD Agreement.

2. The Da Pu Lu Tunnel, the Nan Pu Bridge and the Yang Pu Bridge

The SHPRT&B Agreement

Date : 10 June 2003

Seller : Yan Wing, a wholly-owned subsidiary of CITIC Pacific

Purchaser : JV Partner 2, the beneficial owner of the other existing 55% of the equity interest in the paid-up registered capital of SHPRT&B of RMB5,500 million

Interest sold under the SHPRT&B Agreement

45% of the equity interest in the paid-up registered capital of SHPRT&B of RMB5,500 million, being the Group’s entire investment in SHPRT&B, the Da Pu Lu tunnel, the Nan Pu bridge and the Yang Pu bridge in Shanghai, PRC. SHPRT&B owns and operates the Da Pu Lu tunnel, the Nan Pu bridge and the Yang Pu bridge for 20 years from 1 January 1995. The Da Pu Lu tunnel, the Nan Pu bridge and the Yang Pu bridge are SHPRT&B’s only assets.

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LETTER FROM THE BOARD

Information on SHPRT&B and the Da Pu Lu tunnel, the Nan Pu bridge and the Yang Pu bridge

The Group’s carrying value of the Group’s investment in SHPRT&B as on 31 December 2002 amounted to approximately HK$2,677 million. The audited consolidated net profits before and after taxation and extraordinary items of the Group contributed by the Group’s investment in SHPRT&B for the last two financial years are set out below:–

	Net profits before	Net profits after
	taxation and	taxation and
	extraordinary	extraordinary
Year ended	items contributed	items contributed
31 December	by SHPRT&B	by SHPRT&B
	(approximately HK$)	(approximately HK$)
2002	388 million	388 million
2001	398 million	398 million

Consideration

The consideration under the SHPRT&B Agreement comprises US$343,190,000 and RMB146,565,000 (i.e. a total consideration of approximately HK$2,815 million), which will be payable to Yan Wing in one lump sum by telegraphic transfer on completion. The consideration was arrived at after arm’s length negotiations between the parties with reference to the carrying value of the Group’s investment in SHPRT&B. The difference of approximately HK$138 million as compared to the carrying value of the Group’s investment in SHPRT&B will be recognised as a profit to the Group for the year 2003.

Completion of the SHPRT&B Agreement

The sale under the SHPRT&B Agreement will complete as soon as practicable upon the fulfillment of the following conditions:

• (a) the board of directors of SHPRT&B approving the sale; and

• (b) the relevant PRC governmental authority approving the SHPRT&B Agreement.

3. The Hu Jia Toll Road

The SJT Agreement

Date : 10 June 2003 Seller : Rich Creation, a wholly-owned subsidiary of CITIC Pacific

• Purchaser : JV Partner 3, the beneficial owner of the other existing 30.14% of the equity interest in the paid up registered capital of SJT of RMB1,850 million

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LETTER FROM THE BOARD

Interest sold under the SJT Agreement

45% of the equity interest in the paid-up registered capital of SJT of RMB1,850 million, being the Group’s entire investment in SJT and the Hu Jia toll road in Shanghai, PRC. SJT owns and operates the Hu Jia toll road for 20 years from 1 January 1996. The Hu Jia toll road is SJT’s only asset.

Information on SJT and the Hu Jia toll road

The Group’s carrying value of the Group’s investment in SJT as on 31 December 2002 amounted to approximately HK$921 million. The audited consolidated net profits before and after taxation and extraordinary items of the Group contributed by the Group’s investment in SJT for the last two financial years are set out below:–

	Net profits before	Net profits after
	taxation and	taxation and
	extraordinary	extraordinary
Year ended	items contributed	items contributed
31 December	by SJT	by SJT
	(approximately HK$)	(approximately HK$)
2002	133 million	133 million
2001	136 million	136 million

Consideration

The consideration under the SJT Agreement comprises US$118,100,000 and RMB50,437,000 (i.e. a total consideration of approximately HK$969 million), which will be payable to Rich Creation in one lump sum by telegraphic transfer on completion. The consideration was arrived at after arm’s length negotiations between the parties with reference to the carrying value of the Group’s investment in SJT. The difference of approximately HK$48 million as compared to the carrying value of the Group’s investment in SJT will be recognised as a profit to the Group for the year 2003.

Completion of the SJT Agreement

The sale under the SJT Agreement will complete as soon as practicable upon the fulfillment of the following conditions:

• (a) the board of directors of SJT approving the sale; and

• (b) the relevant PRC governmental authority approving the SJT Agreement.

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LETTER FROM THE BOARD

4. The Xu Pu Bridge

The SXB Agreement

Date : 10 June 2003

Seller : Express Link, a wholly-owned subsidiary of CITIC Pacific

• Purchasers : (1) JV Partner 4, the beneficial owner of the existing 28.05% of the equity interest in the paid-up registered capital of SXB of RMB3,700 million

• (2) JV Partner 5, the beneficial owner of the existing 26.95% of the equity interest in the paid-up registered capital of SXB of RMB3,700 million

Interest sold under the SXB Agreement

45% of the equity interest in the paid-up registered capital of SXB of RMB3,700 million, being the Group’s entire investment in SXB and the Xu Pu bridge in Shanghai, PRC. SXB owns and operates the Xu Pu bridge for 20 years from 1 July 1996. The Xu Pu bridge is SXB’s only asset.

Information on SXB and the Xu Pu Bridge

The Group’s carrying value of the Group’s investment in SXB as on 31 December 2002 amounted to approximately HK$1,978 million. The audited consolidated net profits before and after taxation and extraordinary items of the Group contributed by the Group’s investment in SXB for the last two financial years are set out below:–

	Net profits before	Net profits after
	taxation and	taxation and
	extraordinary	extraordinary
Year ended	items contributed	items contributed
31 December	by SXB	by SXB
	(approximately HK$)	(approximately HK$)
2002	285 million	285 million
2001	291 million	291 million

Consideration

The consideration under the SXB Agreement comprises US$253,570,000 and RMB108,291,000 (i.e. a total consideration of approximately HK$2,080 million), which will be payable to Express Link in one lump sum by telegraphic transfer on completion. The consideration was arrived at after arm’s length negotiations between the parties with reference to the carrying value of the Group’s investment in SXB. The difference of approximately HK$102 million as compared to the carrying value of the Group’s investment in SXB will be recognised as a profit to the Group for the year 2003.

– 8 –

LETTER FROM THE BOARD

Completion of the SXB Agreement

The sale under the SXB Agreement will complete as soon as practicable upon the fulfillment of the following conditions:

• (a) the board of directors of SXB approving the sale; and

• (b) the relevant PRC governmental authority approving the SXB Agreement.

REASONS FOR THE REALISATION

The directive issued by the State Council of the PRC in September 2002 required regional governments in the PRC to settle properly with foreign investors in relation to projects with guaranteed fixed returns by 31 December 2002. The Group has been meeting with relevant authorities since late 2002 to resolve this issue and the resolution was to sell to the Group’s PRC partners under the Realisation.

The aggregate carrying value of all such cooperative joint ventures with guaranteed fixed return projects in Shanghai affected by the directive amounted to approximately HK$5,858 million as at 31 December 2002. The contribution to the Group for the year ending 31 December 2003 from the investment in these projects would have been approximately HK$820 million. All guaranteed returns agreed with the Group under these projects have been paid up to the year ended 31 December 2002. Fixed returns under these projects ceased to accrue to the Group after 31 December 2002.

The aggregate consideration receivable by the Group as a result of the Realisation will comprise US$750,960,000 and RMB320,710,000 (i.e. approximately HK$6,160 million in total). The consideration was arrived at after arm’s length negotiations between the parties. The difference between the total consideration receivable by the Group as a result of the Realisation as compared to the carrying value of the Group’s investment in these projects in the amount of approximately HK$302 million, will be recognised as a profit to the Group for the year 2003.

The Directors (including the independent non-executive directors) considered that the terms of the Realisation are fair and reasonable so far as the shareholders of CITIC Pacific as a whole are concerned.

The proceeds of the Realisation will be used by the Group as general working capital and to take up new investment opportunities as and when they develop.

It is not expected that there will be any adverse effect on the assets and liabilities of the Group as a result of the Realisation.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the Appendix to this circular.

Yours faithfully, By Order of the Board CITIC Pacific Limited Larry Yung Chi Kin Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to CITIC Pacific. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular with regard to CITIC Pacific and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts with regard to CITIC Pacific, the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executives

As at the Latest Practicable Date, the interests and short positions of the Directors and the CITIC Pacific’s chief executives in the shares, underlying shares and debentures of CITIC Pacific or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to CITIC Pacific and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Companies and which were required to be entered in the register required to be kept under section 352 of the SFO were as follows:

• (i) Aggregate long and short positions in shares and (in respect of equity derivatives) underlying shares of CITIC Pacific

						Other
	Nature of					(including
Name of	Long/				Trusts &	concert
Director/	Short	Personal	Corporate	Family	Similar	party	%
Chief Executive	Positions	Interests	Interests	Interests	Interests	interests)	Figure
	(Note 1)	(Note 2)	(Note 3)	(Note 4)	(Note 5)	(Note 6)	(Note 7)
Larry Yung Chi Kin	1		400,381,000				18.295
	3	2,000,000					0.091
Henry Fan Hung Ling	1		43,000,000				1.965
	3	1,600,000					0.073
Vernon Francis Moore	1				3,200,000		0.146
	3	1,000,000					0.046
Peter Lee Chung Hing	1	500,000					0.023
	3	1,000,000					0.046
Norman Yuen Kee Tong	1	33,000					0.002
	3	500,000					0.023
Robert Ernest Adams	1	550,000					0.025
	3	300,000					0.014
Yao Jinrong	3	300,000					0.014
Chang Zhenming	3	500,000					0.023
Li Shilin	3	300,000					0.014
Carl Yung Ming Jie	3	300,000					0.014
Liu Jifu	1	40,000					0.002
	3	300,000					0.014
Hansen Loh Chung Hon	1	1,050,000	500,000*	500,000*			0.071
André Desmarais	1	87,800	100,230,000	1,000	24,000+		4.585

• The corporate interests and the family interests of the relevant Director duplicate each other as the 500,000 shares are held through a company in which the relevant Director and his family are interested.

+ The relevant Director is one of the trustees of a Canadian discretionary trust which controls Canadian companies which own 24,000 shares of the Company.

• Further particulars of outstanding share options granted are set out in the sub-paragraph headed “(iii) Particulars of outstanding share options” below.

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GENERAL INFORMATION

APPENDIX

• (ii) Aggregate long and short positions in shares and (in respect of equity derivatives) underlying shares of associated corporation(s) of CITIC Pacific

							Other
	Name of	Nature of					(including
Name of	Director/	Long/				Trusts &	concert
Associated	Chief	Short	Personal	Corporate	Family	Similar	party	%
Corporation	Executive	Positions	Interests	Interests	Interests	Interests	interests)	Figure
		(Note 1)	(Note 2)	(Note 3)	(Note 4)	(Note 5)	(Note 6)	(Note 7)
Cathay Pacific	Hansen Loh	1	450,000					0.013
Airways	Chung Hon
Limited

• (iii) Particulars of outstanding share options

Name of						Exercise
Director/		Number	Date of	Vesting	Exercise	Price Per
Chief Executive	Issuer	of Options	Grant	Period	Period	Share
Larry Yung Chi Kin	CITIC Pacific	2,000,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Henry Fan Hung Ling	CITIC Pacific	1,600,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Vernon Francis Moore	CITIC Pacific	1,000,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Peter Lee Chung Hing	CITIC Pacific	1,000,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Norman Yuen Kee Tong	CITIC Pacific	500,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Robert Ernest Adams	CITIC Pacific	300,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Yao Jinrong	CITIC Pacific	300,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Chang Zhenming	CITIC Pacific	500,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Li Shilin	CITIC Pacific	300,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Carl Yung Ming Jie	CITIC Pacific	300,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07
Liu Jifu	CITIC Pacific	300,000	28/5/02	28/5/02 to	28/5/02 to	HK$18.20
				27/5/07	27/5/07

• (iv) Interests in debentures of CITIC Pacific

• None

• (v) Interests in debentures of associated corporation(s) of CITIC Pacific

None

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or CITIC Pacific’s chief executives, had, under Divisions 7 and 8 of Part XV of the SFO, nor were they taken to or deemed to have under such provisions of the SFO, any interests or short positions in the shares, underlying shares or debentures of CITIC Pacific or any associated corporations (within the meaning of Part XV of the SFO) or any interests which are required to be entered into the register kept by CITIC Pacific pursuant to section 352 of the SFO or any interests which are required to be notified to CITIC Pacific and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules.

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GENERAL INFORMATION

APPENDIX

(b) Interests of shareholders discloseable pursuant to the SFO

Save as disclosed below, the Directors are not aware of any other person (other than a Director or chief executive of CITIC Pacific or his/her respective associate(s)) who, as at the Latest Practicable Date, had an interest or short position in the shares or underlying shares of CITIC Pacific which would fall to be disclosed to CITIC Pacific under the provisions of Divisions 2 and 3 of Part XV of the SFO:

• (i) Aggregate long and short positions in shares and (in respect of equity derivatives) underlying shares of CITIC Pacific

		Corporate
Name	Nature	Interests	%
China International Trust and
Investment Corporation
(“CITIC Beijing”)	1	632,066,285	28.882
China International Trust & Investment
Corporation Hong Kong (Holdings)
Limited (“CITIC HK”)	1	632,066,285	28.882
Heedon Corporation	1	498,424,285	22.775
Honpville Corporation	1	310,988,221	14.210

CITIC HK is a substantial shareholder of the Company indirectly through the following wholly owned subsidiary companies:

		Percentage
Name of Subsidiary		of issued
Companies of CITIC HK	Number of Shares	share capital
Affluence Limited	43,266,000	1.98%
Winton Corp.	30,718,000	1.40%
Westminster Investment Inc.	101,960,000	4.66%
Jetway Corp.	22,500,000	1.03%
Cordia Corporation	32,258,064	1.47%
Honpville Corporation	310,988,221	14.21%
Hainsworth Limited	80,376,000	3.67%
Southpoint Enterprises Inc.	10,000,000	0.46%

Each of Affluence Limited, Winton Corp., Westminster Investment Inc., Jetway Corp., Cordia Corporation, Honpville Corporation, Hainsworth Limited and Southpoint Enterprises Inc. holds the shares of the Company beneficially. Accordingly, Honpville Corporation is a substantial shareholder of the Company.

CITIC Beijing is the direct holding company of CITIC HK. CITIC HK is the direct holding company of Heedon Corporation, Hainsworth Limited, Affluence Limited and Barnsley Investments Limited. Heedon Corporation is the direct holding company of Winton Corp., Westminster Investment Inc., Jetway Corp., Kotron Company Ltd. and Honpville Corporation and Kotron Company Ltd. is the direct holding company

– 12 –

GENERAL INFORMATION

APPENDIX

of Cordia Corporation. Barnsley Investments Limited is the direct holding company of Southpoint Enterprises Inc. Accordingly, the interests of CITIC Beijing in the Company duplicate the interests of CITIC HK in the Company. The interests of CITIC HK in the Company duplicate the interests in the Company of all its direct and indirect subsidiary companies as described above. The interests of Heedon Corporation in the Company duplicate the interests in the Company of all its direct and indirect subsidiary companies as described above. The interests of Barnsley Investments Limited in the Company duplicate the interests in the Company of its direct subsidiary company as described above and the interests of Kotron Company Ltd. in the Company duplicate the interests in the Company of its direct subsidiary company as described above.

(ii) Particulars of outstanding share options

None

(c) Substantial shareholding in other members of the Group

Save as disclosed below, the Directors are not aware of any other person (other than a Director or chief executive of CITIC Pacific or his/her respective associate(s)) who, as at the Latest Practicable Date, was directly or indirectly interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

		Percentage of
		issued
Name of subsidiary	Name of shareholder	share capital
Adwood Company Limited	Silverstone Assets Limited	30%
Dah Chong Hong – Dragonair	Hong Kong Dragon Airlines	30%
Airport GSE Service	Limited
Limited
Dah Chong MAN Motors	Mr. Karl Heinz Laban	20%
Limited
Tailake Investment &	Wuxi Foreign Trade Corporation	33.33%
Development Company
Limited
Triangle-Isuzu Motors Limited	Isuzu Motors Limited	40%
Hang Shun Fat Company,	Honorway Investments Limited	11.8%
Limited	Wideland Investors Limited	11.8%
	Mr. Leung Kau Kui, deceased	11.8%
Wah Luen Fung Company,	Bethlehem Management Limited	15%
Limited	Wideland Investors Limited	15%

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GENERAL INFORMATION

APPENDIX

		Percentage of
		issued
Name of subsidiary	Name of shareholder	share capital
Ko Lok Investment Company,	Bethlehem Management Limited	40%
Limited
New Hong Kong Tunnel	Kumagai International Limited	13.875%
Company Limited
DAS Nordisk Limited	Nordisk Aviation Products Asia	30%
	Limited
Mainstream Holdings Limited	IBP Caribbean Inc.	45%
Regal Heights Limited	Perdue Farms Incorporated	40%
Wing Luen Packaging Limited	Mr. Har Wing	30%
	Mr. Har Yiu Leung	19%
Goldenburg Properties Limited	Gorich Traders Limited	30%
DAS Aviation Support Limited	Hong Kong Dragon Airlines	30%
	Limited
Bright Billion Limited	Jungle Investment Limited	10%
Alixon Co. Ltd.	RFC Management Limited	10%
DCH & JK Foods Co., Ltd.	Jackie’s Kitchen Japan Co., Ltd.	20%
Winway Investments Holdings	Rising Sun Investments	38%
Corp.	Holdings Ltd.
Sims Trading (Macau) Company	Mr. Ma Iao Hang	10%
Limited	Mr. Ma Chi Seng	10%
	Mr. Ka Lon Ho	10%
Join Resources Limited	Swire Properties Limited	16.67%
Jiangsu CP Xingcheng	Jiang Yin Steel Works	40.78%
Special Steel Co., Ltd.

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APPENDIX

Name of subsidiary being
a joint venture company
established in the PRC		Percentage of
without the concept of		registered
general meetings (#)	Name of shareholder	capital
Shenzhen Zhongliangdachang	COFCO Shenzhen Trading &	30%
Foodstuffs Co., Ltd.	Development Co. Ltd.
Guangdong Dah Chong	Guangdong International	30%
Foodstuffs Co., Ltd.	Trade Travel Service Ltd.
Jiangyin Xingcheng Steel	Jiang Yin Steel Works	45%
Products Co., Ltd.
Jiangyin Xingcheng Special	Jiang Yin Steel Works	36%
Steel Works Co., Ltd.
Wuxi Huada Motors Co., Ltd.	Wuxi Huada Motors Factory	45%
Shanghai DCH Jiangnanfeng	Shanghai Agriculture	12.67%
Co., Ltd.	Investment Holding Co., Ltd.
	Shanghai Pudong Huilun	10.56%
	Enterprise Holding Co., Ltd.
Kunming Dah Chong Motor	雲南客車廠(Yunnan Coach	30%
Service Co., Ltd.	Factory)
Guangdong Jing Yun	Guangdong Huada Distribution	10%
Distribution Co., Ltd.	Company
Shanghai Ruby Trading	Ruby Foods Co., Ltd.	25%
Development Co., Ltd.
上海中信泰富廣場有限公司	Shanghai Jingan City Trading	10%
	Group Company
江陰泰富興澄特種材料	Jiang Yin Steel Works	24.75%
有限公司

# Although the information relating to these joint venture companies have been set out under this section, such joint venture companies established in the PRC under the relevant laws thereof have a different capital structure from, and do not have the same concept of shareholders general meetings as, subsidiaries of the Company established in other jurisdictions.

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APPENDIX

Notes:

1. Codes for nature of interests Meanings (1) Long position in shares other than pursuant to equity derivatives such as share options, subscription warrants or convertible bonds etc.

(2) Long position in underlying shares pursuant to listed equity derivatives (including physically settled, cash settled and other equity derivatives).

• (3) Long position in underlying shares pursuant to unlisted equity derivatives (including physically settled, cash settled and other equity derivatives). Share options granted to directors or chief executives or shareholders pursuant to share option schemes (unlisted) of the Company or its associated corporation (as the case may be) are included under this code (3). For further particulars of these options, please refer to the disclosures in the sub-paragraphs headed “Particulars of outstanding share options” under the paragraph “(a) Interests of Directors and chief executives” and “(b) Interests of shareholders discloseable pursuant to the SFO” respectively above.

• (4) Short position in respect of shares arising under a stock borrowing and lending agreement.

• (5) Short position in underlying shares pursuant to listed equity derivatives (including physically settled, cash settled and other equity derivatives).

• (6) Short position in underlying shares pursuant to unlisted equity derivatives (including physically settled, cash settled and other equity derivatives).

• “Personal interests” are interests held by a director/chief executive/shareholder himself as beneficial owner or as holder of a security interest in shares.

• “Corporate interests” are interests attributed to a director/chief executive/shareholder, being interests held by a corporation which the director/chief executive/shareholder or any members of his/her family or a related trust controls, directly or indirectly, one-third or more of the voting power at its general meetings, or which or whose directors are accustomed to act in accordance with their directions.

• “Family interests” are interests attributed to a director/chief executive/shareholder, being interests held by the director’s/chief executive’s/shareholder’s spouse or any of his/her children under 18 years of age.

• “Trusts & similar interests” of a director/chief executive are interests held by a director/chief executive himself or any member of his or her family or a controlled corporation, as a nominee for an other person (other than a bare trustee), a trustee (other than a bare trustee), a custodian, a founder of a discretionary trust, a beneficiary or discretionary object of any trust.

• “Concert party interests” are interests of any other parties to an agreement (to which a director/ chief executive/shareholder is a party) to acquire interests in the Company, and such agreement includes provisions imposing obligations regarding the use and disposal of the shares or providing for the making of a loan or security by the controlling shareholder.

• “% figure” is the percentage which the long position or the short position represents to the issued share capital of CITIC Pacific or its associated corporation (as the case may be).

3. SERVICE CONTRACTS

There is no existing or proposed service contract between any of the Directors and CITIC Pacific or any of its subsidiaries, other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

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4. LITIGATION

Neither CITIC Pacific nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened against CITIC Pacific or any of its subsidiaries.

5. GENERAL

• (a) The share registrar of CITIC Pacific is Tengis Limited, Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (b) The secretary of CITIC Pacific is Ms. Alice Tso Mun Wai, ACIS, MA.

• (c) The registered office of CITIC Pacific is at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text.

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