CITIC Limited — Capital/Financing Update 2014

Jun 17, 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.

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CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

ANNOUNCEMENT

SHARE SUBSCRIPTION

As disclosed in the Share Subscription Announcement I dated May 14, 2014, CITIC Pacific had entered into share subscription agreements with 15 investors and will have a public float percentage of more than 15%, which has already satisfied the minimum public float requirement of the Stock Exchange and the requirements for the Placing pursuant to the Share Transfer Agreement. On such basis, CITIC Pacific can proceed to complete the Acquisition after the fulfillment of other conditions of the Acquisition.

In addition to those 15 investors, more investors are interested in subscribing for the Shares. The Board is pleased to announce that, on June 17, 2014, ten more Investors entered into the Share Subscription Agreements with CITIC Pacific, pursuant to which the Investors have agreed to subscribe at the Subscription Price of HK$13.48 per Share (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable) for such number of Subscription Shares (rounded down to the nearest whole board lot of 1,000 Shares) that may be purchased for an aggregate amount of approximately US$690 million or approximately HK$5.348 billion, representing approximately 1.59% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

The total number of Shares to be subscribed by all 25 investors would be approximately 3,329,560,000 Shares, representing approximately 13.37% of the Shares in issue of CITIC Pacific upon Completion, assuming estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

In addition to the Investors who have entered into the Share Subscription Agreements, one more investor is going through necessary procedures for the approval of its proposed subscription for CITIC Pacific’s Shares.

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We refer to the announcement of CITIC Pacific Limited dated April 16, 2014 in relation to, among other things, the Acquisition, the issue of Consideration Shares and the specific mandate for the issue of the Placing Shares, the announcement dated May 14, 2014 in relation to 15 investors’ subscription of the Placing Shares (the “ Share Subscription Announcement I ”) and the announcement dated June 3, 2014 in relation to the poll results of the EGM approving the Acquisition, the issue of Consideration Shares and the specific mandate for the issue of the Placing Shares. Unless otherwise specified, capitalized terms used in this announcement shall have the same meaning as defined in the announcements mentioned above.

Share Subscription

As disclosed in the Share Subscription Announcement I dated May 14, 2014, CITIC Pacific had entered into share subscription agreements with 15 investors and will have a public float percentage of more than 15%, which has already satisfied the minimum public float requirement of the Stock Exchange and the requirements for the Placing pursuant to the Share Transfer Agreement. On such basis, CITIC Pacific can proceed to complete the Acquisition after the fulfilment of other conditions of the Acquisition. In addition to those 15 investors, more investors are interested in subscribing for the Shares. The Board is pleased to announce that, on June 17, 2014, ten more Investors entered into the Share Subscription Agreements with CITIC Pacific, pursuant to which the Investors have agreed to subscribe at the Subscription Price of HK$13.48 per Share (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable) for such number of Subscription Shares (rounded down to the nearest whole board lot of 1,000 Shares) that may be purchased for an aggregate amount of approximately US$690 million or approximately HK$5.348 billion. The Subscription Price represents:

• (i) a premium of approximately 1.81% to the closing price of HK$13.24 per Share as quoted on the Stock Exchange on June 16, 2014, being the last trading day prior to the date of the Share Subscription Agreements ;

• (ii) a premium of approximately 0.90% to the average closing price of HK$13.36 per Share as quoted on the Stock Exchange for the last five trading days up to and including June 16, 2014; and

• (iii) a premium of approximately 0.45% to the average closing price of HK$13.42 per Share as quoted on the Stock Exchange for the last ten trading days up to and including June 16, 2014.

The net Subscription Price is HK$13.48 per Share (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The Subscription Price which was agreed after arm’s length negotiations between CITIC Pacific and the Investors was determined by reference to, amongst other things, prevailing market conditions at the relevant time, Share price of CITIC Pacific, and investors’ demands for the Shares.

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The total number of Subscription Shares subscribed for by the ten Investors as disclosed in this announcement would be approximately 396,762,000 Shares, representing approximately 1.59% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued. The total number of Shares to be subscribed by all 25 investors would be approximately 3,329,560,000 Shares, representing approximately 13.37% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

In addition to the Investors who have entered into the Share Subscription Agreements, one more investor is going through necessary procedures for the approval of its proposed subscription for CITIC Pacific’s Shares.

To the best knowledge, information and belief of the Directors, each of the Investors and their respective beneficial owner(s), are third party(ies) independent of CITIC Pacific and not connected person(s) of CITIC Pacific.

The Subscription Shares form part of the Placing Shares in all respects and will be issued by CITIC Pacific under the specific mandate granted by the Independent Shareholders at the EGM to issue the Placing Shares. The Subscription Shares, when issued and fully paid, will rank pari passu in all respects with the existing Shares in issue on Completion. Application will be made by CITIC Pacific to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Subscription Shares.

The Investors

On June 17, 2014, in addition to the 15 investors as disclosed in the Share Subscription Announcement I, CITIC Pacific entered into Share Subscription Agreements with each of the following ten Investors in respect of the Share Subscription. The information about the Investors set forth below has been provided by the Investors in connection with the Share Subscription:

Mount Emei Investment Limited (“Mount Emei”)

Mount Emei has agreed to subscribe for such number of Shares as may be purchased with an aggregate amount of US$50 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Mount Emei would be approximately 28,751,000 Shares, representing approximately 0.12% of the Shares in issue upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Mount Emei is a limited liability company incorporated in the British Virgin Islands. Its principal activity is investment holding. Mount Emei is a wholly-owned subsidiary of Tencent Holdings Limited (“ Tencent ”), a limited liability company organised and existing under the laws of the Cayman Islands and the shares of which are listed on the Stock Exchange (stock code: 0700).

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Oceanwide Real Estate International Company Limited (“Oceanwide International”)

Oceanwide International has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of US$100 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Oceanwide International would be approximately 57,503,000 Subscription Shares, representing approximately 0.23% of the Shares in issue of CITIC Pacific upon Completion, assuming estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Oceanwide International is a commercial company incorporated in the British Virgin Islands with principal businesses in investment and financing and other businesses. Oceanwide International is a wholly-owned subsidiary of Oceanwide Holdings（Hong Kong）Co., Limited (“ Oceanwide Hong Kong ”), a company with 100% of its equity interest held by Oceanwide Holdings Co., Ltd., (“ Oceanwide Holdings ”). Oceanwide Holdings is a public company with its shares listed on the Shenzhen Stock Exchange (stock code: 000046), and its principal businesses mainly include investment and investment management, assets management, property management and operation, selfowned property leasing and other businesses. Oceanwide Hong Kong is a private company incorporated in Hong Kong with limited liability with its principal businesses in project development and investment holding.

Youngor (Hong Kong) Industrial Company Limited (“Youngor Industrial”)

Youngor Industrial has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of HK$775,180,880 at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Youngor Industrial would be 57,506,000 Subscription Shares, representing approximately 0.23% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Youngor Industrial is a limited liability company incorporated in Hong Kong whose principal business covers investment and trading and is a wholly-owned subsidiary of Youngor Group CO., Ltd. (“ Youngor ”). Youngor was founded in 1979 and was listed on the Shanghai Stock Exchange (stock code: 600177) in 1998. Its principal activities include production of branded garments, real estate development and investment. Youngor is one of the largest private conglomerates in China, ranked 235th among the Top 500 Chinese Enterprises and 37th among the Top 500 Chinese Private Enterprises. For over 30 years, Youngor has been focusing on the research, development and design of branded garments, distribution network expansion and industrial chain development, and is one of the leading Chinese brands in men’s wear. After 22 years’ development, Youngor has become a regional leader with its real estate development business. Its investment business covers financial investment, industrial investment and private equity investment, with assets of more than RMB10 billion.

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Baylite Company Limited (“Baylite”)

Baylite has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of HK$775.1 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Baylite would be 57,500,000 Subscription Shares, representing approximately 0.23% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Baylite is an investment holding company incorporated in the British Virgin Islands. It is a wholly-owned subsidiary of Kuok (Singapore) Limited, an investment holding company incorporated in the Republic of Singapore, with investments in shipping, real estate and trading of commodities.

Chow Tai Fook Nominee Limited ( “ Chow Tai Fook ” )

Chow Tai Fook has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of US$50 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Chow Tai Fook would be approximately 28,751,000 Subscription Shares, representing approximately 0.12% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Chow Tai Fook is a company incorporated in Hong Kong, which is wholly owned and controlled by Dato’ Dr. Cheng Yu Tung. Its principal activities include investment holdings.

East Crimson Holdings, Ltd. (“East Crimson”)

East Crimson has agreed to subscribe for such number of Shares which may be purchased with an aggregate amount of US$60 million at the subscription price of HK$13.48 (subject to the decrease of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by East Crimson would be approximately 34,502,000 Shares, representing approximately 0.14% of the Shares in issue upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

East Crimson is an exempted company incorporated in the Cayman Islands with limited liability whose principal activity is investment holding. East Crimson is wholly-owned by East Crimson Fund, LP, a Cayman Islands exempted limited partnership formed for the purpose of investing, directly or indirectly, in the securities of CITIC Pacific. East Crimson Fund, LP is controlled by its general partner, East Crimson Fund GP, Ltd., whose principal activity is acting as the general partner of East Crimson Fund, LP. East Crimson Fund GP, Ltd. is controlled by certain Managing Directors of Bain Capital, LLC.

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Other than the Conditions set out in the section titled “Conditions Precedent of the Share Subscription” below, completion of the subscription by East Crimson is also conditional upon the following conditions:

• (a) CITIC Pacific’s warranties remaining true and accurate and not misleading on the completion date, and no event has occurred and no matter has arisen which would render any of CITIC Pacific’s warranties untrue, inaccurate or not misleading.

Other than the circumstances set out in the section titled “Termination” below, the Subscription Agreement may be terminated:

• (a) by East Crimson upon the occurrence of any change, effect, event, occurrence, state of facts or any combination of them that is (or could reasonably be expected to be) materially adverse to the earnings, net assets, business affairs, prospects, legal or financial condition, shareholders’ equity or results of operation of the Group and the Target Group taken as a whole since December 31, 2013; or

• (b) by East Crimson in the event that the terms of the Acquisition or the Placing are changed from the terms as set out in the announcement dated April 16, 2014 and such change would reasonably be expected to have a material adverse effect on East Crimson’s investment in the Subscription Shares.

Och-Ziff Capital Management Group LLC

Certain affiliated investment funds of Och-Ziff Capital Management Group LLC (collectively, “ OZ Funds ”) have agreed to subscribe for such number of Shares which may be purchased with an aggregate amount of US$50 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by the OZ Funds would be approximately 28,751,000 Shares, representing approximately 0.12% of the Shares in issue upon, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Each of the OZ Funds is incorporated or formed in the Cayman Islands or the British Virgin Islands. The investment manager of each of the OZ Funds is either OZ Management LP or OZ Management II LP, affiliates of Och-Ziff Capital Management Group LLC. Och-Ziff Capital Management Group LLC is one of the largest institutional alternative asset managers in the world with approximately US$44.6 billion in assets under management as of June 1, 2014.

Trendfield Inc. (“Trendfield”)

Trendfield has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of HK$775.1 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Trendfield would be 57,500,000 Subscription Shares, representing approximately 0.23% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

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Trendfield was incorporated in the British Virgin Islands on February 15, 1993. It is an investment holding company with principal businesses in property investment, investment holding and energy consultancy and agency services. Trendfield is a wholly-owned subsidiary of Kuok Brothers Sdn Berhad, (“ KB ”), also an investment holding company which was incorporated in Malaysia. KB group of companies is involved in flour and animal feed milling, grains trading, marketing, distribution and manufacturing of consumer products, film exhibition and distribution, environmental engineering, waste management and utilities, property investment and development, chemical trading and manufacturing, livestock farming, investment in equities, packaging, bakery and shipping.

China Export & Credit Insurance Corporation (“SINOSURE”)

SINOSURE has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of US$50 million at the subscription price of HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by SINOSURE would be approximately 28,751,000 Subscription Shares, representing approximately 0.12% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

SINOSURE is a state-funded policy-oriented insurance company with independent status of legal person, established for promoting China’s foreign trade and economic cooperation. It began operations on December 18, 2001. Presently SINOSURE has formed a nationwide service network. Its business guideline is “by means of insurance service for foreign trade and investment, fully supporting the development of foreign trade and economic cooperation and promoting the economic growth, the employment and the equilibrium of international balance of payment”.

Sinochem Hong Kong (Group) Co., Ltd. (“Sinochem Hong Kong”)

Sinochem Hong Kong has agreed to subscribe for such number of Subscription Shares which may be purchased with an aggregate amount of HK$232.5 million at the subscription price of HK$13.48 (subject to the downside adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable). The total number of Shares to be subscribed for by Sinochem Hong Kong would be 17,247,000 Subscription Shares, representing approximately 0.07% of the Shares in issue of CITIC Pacific upon Completion, assuming an estimated total of 21,253,879,470 Consideration Shares and Placing Shares are issued.

Sinochem Hong Kong, registered and founded in Hong Kong in 1989, is a core platform for Sinochem Group’s implementation of overseas business strategies and a platform for Sinochem Group’s overseas investment and financing as well as centralized fund management. Its main businesses cover exploration and development of upstream oil products, oil trade, fertilizer production and marketing, real estate investment and other businesses.

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Conditions Precedent of the Share Subscription

Save as otherwise disclosed in this announcement, the subscription obligation of each Investor is subject to, among other things, the following conditions precedent:

• (a) conditions precedent for the Completion as provided for in the Share Transfer Agreement having been satisfied or waived in accordance with the terms of the Share Transfer Agreement;

• (b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares that the respective subscriber is subscribing on the Stock Exchange and such approval and permission remaining in full force and effect; and

• (c) all necessary regulatory approvals and consents of the Shareholders for the completion of the Placing having been obtained and such approvals and consents remaining in full force and effect.

Termination

Save as otherwise disclosed in this announcement, a Subscription Agreement may be terminated:

• (a) in the event that completion of the Share Subscription does not take place by October 31, 2014, the parties to the relevant Share Subscription Agreement shall then consult each other and discuss a later date for the satisfaction of the conditions and the completion of the Share Subscription as the parties may agree in writing. In the event that such parties cannot agree to a later date, either party shall be entitled to terminate the Subscription Agreement by written notice to the other party and the Subscription Agreement and all rights and obligations of the parties thereunder shall cease and terminate save for accrued rights and obligations of the parties under the Subscription Agreement;

• (b) by any party to the relevant Share Subscription Agreement in the event there is a material breach of the Share Subscription Agreement on the part of the other party to the relevant Share Subscription Agreement; and

• (c) with the written consent of all the parties to the relevant Share Subscription Agreement.

Reasons for the Share Subscription and Use of proceeds from the Share Subscription

The Share Subscription can broaden the shareholder base of CITIC Pacific, maintain the minimum public float immediately following the Completion and raise extra funds for the Acquisition.

The aggregate proceeds from the Share Subscription are expected to be approximately US$690 million or approximately HK$5.348 billion and will be used to settle part of the Cash Consideration for the Acquisition.

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Fund raising activities in the past 12 months

Save as disclosed in the Share Subscription Announcement I, CITIC Pacific has not carried out any equity fund raising activities during the 12 months immediately preceding the date of this announcement.

Currency Translations

Under the relevant Share Subscription Agreements, where the total subscription amount of an Investor is denominated in US dollar, the relevant parties agree that such amount shall be translated into Hong Kong dollar at the exchange rate published by Reuters after the close of business as at the seventh business day prior to date of completion of the Share Subscription.

Unless otherwise specified, amounts denominated in US$ have been translated, for the purpose of illustration only, into Hong Kong dollars in this announcement at the following rate:

HK$7.7515: US$1.0000 (the exchange rate published by Reuters on May 9, 2014 as used in the Share Subscription Announcement I)

No representation is made that any amounts US$ or HK$ can be or could have been at the relevant dates converted at the above rate or any other rate or at all.

Completion of the Share Subscription is subject to the satisfaction of certain conditions. Shareholders and potential investors are advised to exercise caution when dealing in the securities of CITIC Pacific.

Definition

“Investors”, each an Mount Emei, Oceanwide International, Youngor “Investor” Industrial, Baylite, Chow Tai Fook, East Crimson, OZ Funds, Trendfield, SINOSURE and Sinochem Hong Kong “Subscription Price” HK$13.48 (subject to the adjustment of the Price per Consideration Share under the Acquisition as announced by CITIC Pacific, if applicable)

“Share Subscription the share subscription agreements between CITIC Pacific Agreements”, each a “Share and each of the Investors in respect of such Investor’s Subscription Agreement” participation in the Share Subscription “Share Subscription” the subscription of the Subscription Shares by the Investors pursuant to the terms and conditions of their respective Share Subscription Agreement under the Placing

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“Subscription Shares”

the Shares to be subscribed for by the Investors pursuant to the terms and conditions of their respective Share Subscription Agreement under the Placing

By Order of the Board CITIC Pacific Limited Chang Zhenming Chairman

Hong Kong, June 17, 2014

As at the date of this announcement, the executive directors of CITIC Pacific are Messrs Chang Zhenming (Chairman), Zhang Jijing, Vernon Francis Moore, Liu Jifu and Zeng Chen; the non-executive directors of CITIC Pacific are Messrs Ju Weimin, Yin Ke, and Carl Yung Ming Jie; and the independent non-executive directors of CITIC Pacific are Messrs Alexander Reid Hamilton, Gregory Lynn Curl, Francis Siu Wai Keung and Dr. Xu Jinwu.

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