CITIC Limited — Capital/Financing Update 2015

Nov 26, 2015

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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ANNOUNCEMENT

PROPOSED SPIN-OFF AND QUOTATION OF CITIC PRESS CORPORATION ON THE NATIONAL EQUITIES EXCHANGE AND QUOTATIONS SYSTEM

PROPOSED SPIN-OFF

The Company is pleased to announce that it has received approval pursuant to Practice Note 15 from the Stock Exchange in relation to the Proposed Spin-off of CITIC Press and CITIC Press has also obtained approval from NEEQ in relation to the listing application of its shares, therefore, all conditions of the Proposed Spin-off have been fulfilled.

The shares of CITIC Press are quoted on the NEEQS from 26 November 2015.

As at the date of this announcement, the Company indirectly holds a 95% equity interest in CITIC Press through CITIC Corporation, which in turn holds another 5% equity interest in CITIC Press through its wholly-owned subsidiary CITIC Investment. As the Proposed Spin-off does not involve any sale of existing shares in CITIC Press or any issue of new shares by CITIC Press, immediately upon the completion of the Proposed Spin-off, the shareholding structure of CITIC Press will remain the same.

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LISTING RULES IMPLICATIONS

As the Company does not intend to effect any sale of shares in CITIC Press in connection with the Proposed Spin-off, and there is no issue of new shares by CITIC Press immediately upon completion of the Proposed Spin-off, CITIC Press will remain an indirect wholly-owned subsidiary of the Company immediately upon completion of the Proposed Spin-off, and as such the financial results of CITIC Press will continue to be consolidated in the financial statements of the Company. Thus, the Proposed Spin-off will have no financial effect on the consolidated financial statements of the Company. As such and taking into account the view of the legal and regulatory impediments under PRC law, the Directors (including the independent non-executive Directors) are of the view that the Proposed Spin-off and non-provision of assured entitlements to the existing Shareholders are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.

At a suitable time after the completion of the Proposed Spin-off, CITIC Press intends to carry out private placement to strategic investors and the exact size and timing of the private placement (if any) will depend on market conditions, and will also be subject to approval of NEEQ, the general meeting of CITIC Press and competent government authorities in the PRC. If such private placement eventuates, the issue of new shares of CITIC Press would fall to be a deemed disposal of the Company pursuant to Rule 14.29 of the Listing Rules, however it is expected that such deemed disposal would not constitute a notifiable transaction for the Company under the Listing Rules. In the event that any of the applicable percentage ratios for the private placement (if any) exceeds 5%, the Company will take all necessary steps to comply with Chapter 14 of the Listing Rules.

INTRODUCTION

We refer to the announcement of the Company dated 28 August 2015 in relation to the quotation of the shares of CITIC Press on the NEEQS (the “ Announcement ”). Unless otherwise provided, the capitalized terms used herein shall have the same meanings as defined in the Announcement.

PROPOSED SPIN-OFF

Further to and as indicated in the Announcement, the Company had submitted an application to the Stock Exchange in relation to the Proposed Spin-off. The Company is pleased to announce that it has received approval pursuant to Practice Note 15 from the Stock Exchange in relation to the Proposed Spin-off of CITIC Press and CITIC Press has also obtained approval from NEEQ in relation to the listing application of its shares, therefore, all conditions of the Proposed Spin-off have been fulfilled.

The shares of CITIC Press are quoted on the NEEQS from 26 November 2015.

As at the date of this announcement, the Company indirectly holds a 95% equity interest in CITIC Press through CITIC Corporation, which in turn holds another 5% equity interest in CITIC Press through its wholly-owned subsidiary CITIC Investment. As the Proposed Spin-off does not involve any sale of existing shares in CITIC Press or any issue of new shares by CITIC Press, immediately upon the completion of the Proposed Spin-off, the shareholding structure of CITIC Press will remain the same.

NO ASSURED ENTITLEMENT TO SHAREHOLDERS

Under Paragraph 3(f) of Practice Note 15, a listed issuer is required to have due regard to the interests of its existing shareholders by providing them with an assured entitlement to the shares in the entity which is proposed to be spin-off for separate listing.

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However, according to the PRC legal adviser of CITIC Press (the “ PRC Counsel ”), foreign natural persons, legal persons and institutions cannot invest in the shares quoted on the NEEQS unless they are (i) qualified foreign institutional investors, (ii) Renminbi qualified foreign institutional investors, (iii) strategic investors that are approved by the Ministry of Commerce, or (iv) foreign natural persons with the right of permanent residence in the PRC or residents of Hong Kong, Macau and Taiwan working in Mainland China and meet certain investor qualification requirements under the NEEQ listing rules (the “ Qualified Foreign Shareholders ”).

In addition, the PRC Counsel is of the view that there are also additional legal and regulatory impediments to the Company’s provision of an assured entitlement to the Qualified Foreign Shareholders in relation to the Proposed Spin-off or in any future new issues since the industries in which CITIC Press is currently operating, i.e., publishing of books, newspapers, and periodicals, publishing and production of sound and video recordings and electronic publications, which are principal businesses of CITIC Press and its subsidiaries, are industries prohibited from foreign (including Hong Kong, Macau and Taiwan) investment according to the regulations in the PRC. Without specific approval from the highest regulatory authority of the publication industry in the PRC, foreign investors are not permitted to invest in these industries.

As such, since many Shareholders are located outside Mainland China, it is not feasible for the Company to comply with Paragraph 3(f) of Practice Note 15 of the Listing Rules in respect of the Proposed Spin-off and no assured entitlement can be provided to the existing Shareholders. The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements of Paragraph 3(f) of Practice Note 15 of the Listing Rules.

LISTING RULES IMPLICATIONS

As the Company does not intend to effect any sale of shares in CITIC Press in connection with the Proposed Spin-off, and there is no issue of new shares by CITIC Press immediately upon completion of the Proposed Spin-off, CITIC Press will remain an indirect wholly-owned subsidiary of the Company immediately upon completion of the Proposed Spin-off, and as such the financial results of CITIC Press will continue to be consolidated in the financial statements of the Company. Thus, the Proposed Spin-off will have no financial effect on the consolidated financial statements of the Company. As such and taking into account the view of the legal and regulatory impediments under PRC law, the Directors (including the independent non-executive Directors) are of the view that the Proposed Spin-off and non-provision of assured entitlements to existing Shareholders of the Company are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.

At a suitable time after the completion of the Proposed Spin-off, CITIC Press intends to carry out private placement to strategic investors. The exact size and timing of the private placement (if any) will depend on market conditions, and will also be subject to approval of NEEQ, the general meeting of CITIC Press and competent regulatory authorities in the PRC. If such private placement eventuates, the issue of new shares of CITIC Press would fall to be a deemed disposal of the Company pursuant to Rule 14.29 of the Listing Rules, however it is expected that such deemed disposal would not constitute a notifiable transaction for the Company under the Listing Rules. In the event that any of the applicable percentage ratios for the private placement (if any) exceeds 5%, the Company will take all necessary steps to comply with Chapter 14 of the Listing Rules.

GENERAL INFORMATION

The Company

CITIC Limited is a company incorporated in Hong Kong and listed on the Main Board of the Stock Exchange (Stock Code: 00267). The business of the Company extends globally, covering financial services, resources and energy, manufacturing, engineering contracting, real estate and infrastructure.

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CITIC Press

CITIC Press Corporation, an indirect wholly-owned subsidiary of the Company, was incorporated in the PRC in 1993. CITIC Press holds all required licenses for publishing, distribution and retail of books in the PRC granted by the State Administration of Press, Publication, Radio, Film and Television and its Beijing municipal bureau. Its principal businesses include publication of books mainly covering financial trading and production technology, and books on international economic development and international markets forecasts based on the development trends of the global market and other businesses.

By Order of the Board CITIC Limited Chang Zhenming Chairman

Hong Kong, 26 November 2015

As at the date of this announcement, the executive directors of the Company are Mr Chang Zhenming (Chairman), Mr Wang Jiong and Mr Zhang Jijing; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan, Mr Liu Yeqiao, and Mr Yang Xiaoping; and the independent non-executive directors of the Company are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin and Mr Noriharu Fujita.

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