CITIC Limited — Capital/Financing Update 2020

Mar 2, 2020

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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VOLUNTARY ANNOUNCEMENT

DISPOSAL OF CONTROLLING INTEREST IN MCDONALD’S MAINLAND CHINA AND HONG KONG BUSINESSES AND RELATED SHAREHOLDER LOANS

This is a voluntary announcement made by CITIC Limited (“ CITIC ” or the “ Company ”, together with its subsidiaries, the “ Group ”).

THE DISPOSAL

We refer to the voluntary announcements of the Company dated 9 January 2017 and 4 August 2017 in relation to the acquisition of controlling interest in McDonald’s mainland China and Hong Kong businesses by the Company.

On 2 March 2020, a wholly-owned subsidiary of CITIC entered into a share purchase agreement (the “ Agreement ”) with CCHL Fast Food Holdings Limited (“ CCHL ”), a company wholly-owned by a newly established fund of which a wholly-owned subsidiary of CITIC Capital Holdings Limited acts as the general partner, pursuant to which, CITIC agreed to sell and CCHL agreed to purchase 42.31% equity interests in Fast Food Holdings Limited (“ FFHL ”) and CCHL will also be assigned the corresponding portion of outstanding shareholder loans of FFHL in an amount of approximately US$ 217 million (the “ Disposal ”). The total consideration of the Disposal is US$ 533 million.

As at the date of this announcement, CITIC indirectly holds 61.54% equity interests in FFHL, and FFHL directly holds 52% equity interests in Grand Foods Holdings Limited (“ GFHL ”), the holding company of McDonald’s mainland China and Hong Kong businesses.

Upon completion of the Disposal, CITIC’s equity interests in FFHL will be reduced to 19.23%, and therefore, FFHL and GFHL will no longer be consolidated into the financial statements of the Group.

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REASONS FOR AND BENEFITS OF THE DISPOSAL

Since the formation of the strategic partnership with CITIC Capital China Partners III, L.P., Carlyle Asia Partners IV, L.P. and McDonald’s, CITIC's brand, unique platform and extensive resources have been instrumental in helping McDonald's develop its business in mainland China and Hong Kong. Over the last three years, more than 1,000 new restaurants were opened in mainland China and Hong Kong with significant growth in both revenue and profit.

The Disposal realizes CITIC’s investment value. CITIC believes in McDonald’s potential in mainland China and Hong Kong and will continue to participate in its future growth through its remaining holdings.

ABOUT MCDONDALD’S MAINLAND CHINA AND HONG KONG BUSINESSES

McDonald’s mainland China and Hong Kong businesses include the operation and management of McDonald’s restaurants in mainland China, Hong Kong and Macau. As of 31 December 2019, there were 3,383 McDonald’s restaurants in mainland China, and 281 McDonald’s restaurants in Hong Kong and Macau.

As completion of the Disposal is subject to the fulfilment (or, if applicable, waiver) of certain conditions precedent, the Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board CITIC Limited Chang Zhenming Chairman

Hong Kong, 2 March 2020

As at the date of this announcement, the executive directors of the Company are Mr. Chang Zhenming (Chairman), Mr. Wang Jiong and Ms. Li Qingping; the non-executive directors of the Company are Mr. Song Kangle, Ms. Yan Shuqin, Mr. Liu Zhuyu, Mr. Peng Yanxiang, Mr. Liu Zhongyuan 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, Mr. Shohei Harada and Mr. Gregory Lynn Curl.

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