CITIC Limited — Capital/Financing Update 2022

Apr 29, 2022

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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INSIDE INFORMATION

PROPOSED RIGHTS ISSUE OF A SHARES AND H SHARES OF CITIC BANK

This announcement is made by CITIC Limited (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company noticed an announcement published by China CITIC Bank Corporation Limited (“ CITIC Bank ”), a non-wholly owned subsidiary of the Company, on 29 April 2022 in relation to, among other things, a resolution passed by the board of directors of CITIC Bank approving the proposed issue of rights shares to all its A shareholders and H shareholders on the basis of up to three A rights shares for every ten existing A shares and up to three H rights shares for every ten existing H shares, respectively (the “ Proposed Rights Issue of CITIC Bank ”). The Proposed Rights Issue of CITIC Bank is subject to, among other things, approval by the shareholders of CITIC Bank at each of the general meeting, the A shareholders class meeting and the H shareholders class meeting of CITIC Bank, as well as approval by China Banking and Insurance Regulatory Commission and the China Securities and Regulatory Commission. For detailed information, please refer to the announcement published by CITIC Bank on the website of The Stock Exchange of Hong Kong Limited, which is also set out in Appendix to this announcement.

As of the date of this announcement, the Company holds approximately 65.97% of the total shares in issue of CITIC Bank.

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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 of Directors CITIC Limited Zhu Hexin Chairman

Hong Kong, 29 April 2022

As at the date of this announcement, the executive directors of the Company are Mr. Zhu Hexin (Chairman), Mr. Xi Guohua and Ms. Li Qingping; the non-executive directors of the Company are Mr. Song Kangle, Mr. Peng Yanxiang, Ms. Yu Yang, Mr. Zhang Lin, Mr. Yang Xiaoping and Mr. Tang Jiang; and the independent non-executive directors of the Company are Mr. Francis Siu Wai Keung, Dr. Xu Jinwu, Mr. Anthony Francis Neoh, Mr. Gregory Lynn Curl and Mr. Toshikazu Tagawa.

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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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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 998)

PROPOSED RIGHTS ISSUE OF A SHARES AND H SHARES

This announcement is made pursuant to the Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Board hereby announces that the proposal in relation to the Rights Issue Plan and other relevant proposals have been considered and approved at a meeting of the Board held on 29 April 2022. The Rights Issue will be subject to the approval by the Shareholders at each of the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting, as well as the approval by the CBIRC, the CSRC and other relevant regulatory authorities.

Under the A Share Rights Issue, it is proposed that A Rights Shares are to be allotted and issued to all A Shareholders on the basis of up to three (3) A Rights Shares for every ten (10) existing A Shares calculated based on the total number of A Shares in issue at the close of the market on the A Share Record Date. Under the H Share Rights Issue, it is proposed that H Rights Shares are to be allotted and issued to all Qualified H Shareholders on the basis of up to three (3) H Rights Shares for every ten (10) existing H Shares calculated based on the total number of H Shares held by the Qualified H Shareholders as determined on the H Share Record Date. Fractional Rights Share will be dealt with according to the relevant requirements of the stock exchange and securities registration and clearing institution in the place where the Bank’s securities are listed. The basis for A Share Rights Issue and H Share Rights Issue is the same.

Calculated by the total issued Shares of 48,934,842,469 (comprising 34,052,679,492 A Shares and 14,882,162,977 H Shares) as at 31 December 2021, the number of Rights Shares to be issued under the Rights Issue will not exceed 14,680,452,740 Shares (comprising not more than 10,215,803,847 A Rights Shares and not more than 4,464,648,893 H Rights Shares). If there is any change in the total issued Shares prior to the implementation of the Rights Issue due to bonus

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issue, capitalisation issue, conversion of convertible bonds to shares or other reasons of the Bank, the number of the Rights Shares to be issued will be adjusted based on the total issued Shares after such change.

The A Rights Shares will be underwritten on a best efforts basis, and the H Rights Shares will be underwritten in accordance with Rule 7.19(1) of the Listing Rules. The Subscription Price shall be determined using market discount method after taking into consideration the market conditions of A Shares and H Shares prior to the publication of the Rights Issue announcement. It is proposed that the Board or its authorised person(s) makes a final decision on the Subscription Price prior to the issuance of the Rights Shares after taking into consideration the then prevailing market conditions and through consultation with the sponsor(s) (underwriter(s)). The Subscription Price of the A Rights Shares and the H Rights Shares shall be consistent after exchange rate adjustment.

The gross proceeds raised from the Rights Issue are expected to be no more than RMB40 billion (inclusive). All the proceeds raised from the Rights Issue, after deduction of relevant expenses relating to the issuance, will be used for the replenishment of the core tier-one capital of the Bank, so as to increase the capital adequacy ratio of the Bank, support the sustainable and healthy business development of the Bank in the future, and enhance the capital strength and competitiveness of the Bank.

A circular containing the notices convening the General Meeting and the H Shareholders Class Meeting will be despatched to the H Shareholders as soon as practicable pursuant to relevant provisions in the Articles of Association.

Prior to the commencement of the H Share Rights Issue, the Bank will make a further announcement and publish the H Share Rights Issue Prospectus, which will contain all relevant details of the Rights Issue Plan, including the definitive basis on which the Rights Shares are to be issued, the maximum number of Rights Shares to be issued, the Subscription Price, the period of closure of the register of members for the H Shares and the H Share Record Date, trading arrangements of the H Rights Shares, the arrangements for excess H Rights Shares, the underwriting arrangements and the expected timetable of the Rights Issue Plan.

The Rights Issue Plan may not be implemented because it is subject to, among other things, the approval by the Shareholders at the General Meeting, A Shareholders at the A Shareholders Class Meeting and H Shareholders at the H Shareholders Class Meeting. The A Share Rights Issue and the H Share Rights Issue are conditional upon the fulfilment of the conditions set out under the section headed “Conditions of the A Share Rights Issue” and “Conditions of the H Share Rights Issue”. Shareholders and investors are advised to exercise caution when dealing in the Shares.

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Preface

The Board hereby announces that the proposal in relation to the Rights Issue Plan and other relevant proposals have been considered and approved at a meeting of the Board held on 29 April 2022. The Rights Issue will be subject to the approval by the Shareholders at each of the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting, as well as the approval by the CBIRC, the CSRC and other relevant regulatory authorities.

DETAILS OF THE RIGHTS ISSUE PLAN

Under the Rights Issue Plan, A Rights Shares are to be issued to A Shareholders and H Rights Shares to Qualified H Shareholders pursuant to the following preliminary terms, which will be determined, among other things, based on the implementation results of the Rights Issue Plan and the market conditions.

• Type and nominal value of the Rights Shares

The types of the Shares to be issued in the Rights Issue are A Shares and H Shares, each with a nominal value of RMB1.00 per Share.

Method of issuance

The Rights Issue will be conducted by way of issuing Shares to existing Shareholders.

• Basis of the Rights Issue and number of the Rights Shares to be issued

Under the A Share Rights Issue, it is proposed that A Rights Shares are to be allotted and issued to all A Shareholders on the basis of up to three (3) A Rights Shares for every ten (10) existing A Shares calculated based on the total number of A Shares in issue at the close of the market on the A Share Record Date. Under the H Share Rights Issue, it is proposed that H Rights Shares are to be allotted and issued to all Qualified H Shareholders on the basis of up to three (3) H Rights Shares for every ten (10) existing H Shares calculated based on the total number of H Shares held by the Qualified H Shareholders as determined on the H Share Record Date. Fractional Rights Share will be dealt with according to the relevant requirements of the stock exchange and securities registration and clearing institution in the place where the Bank’s securities are listed. The basis for A Share Rights Issue and H Share Rights Issue is the same.

Calculated by the total issued Shares of 48,934,842,469 (comprising 34,052,679,492 A Shares and 14,882,162,977 H Shares) as at 31 December 2021, the number of Rights Shares to be issued under the Rights Issue will not exceed 14,680,452,740 Shares (comprising not more than 10,215,803,847 A Rights Shares and not more than 4,464,648,893 H Rights Shares).

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If there is any change in the total issued Shares prior to the implementation of the Rights Issue due to bonus issue, capitalisation issue, conversion of convertible bonds to shares or other reasons of the Bank, the number of the Rights Shares to be issued will be adjusted based on the total issued Shares after such change.

• Pricing principle and Subscription Price

• (1) Pricing principle:

  • (i) To make reference to various valuation indicators of the Shares of the Bank in the secondary market including price, price-earnings ratio and price-tobook ratio, and consider the business development of the Bank as well as the interests of the Shareholders;

  • (ii) To take into consideration the core tier-one capital requirements of the Bank in the next three years; and

  • (iii) To follow the principle of determination by the Bank after consultation with the sponsor(s) (underwriter(s)).

• (2) Subscription Price

  • The Subscription Price shall be determined using market discount method after taking into consideration the market conditions of A Shares and H Shares prior to the publication of the Rights Issue announcement. It is proposed that the Board or its authorised person(s) makes a final decision on the Subscription Price prior to the issuance of the Rights Shares after taking into consideration the then prevailing market conditions and through consultation with the sponsor(s) (underwriter(s)). The Subscription Price of the A Rights Shares and the H Rights Shares shall be consistent after exchange rate adjustment.

• Target subscribers for the Rights Issue

The target subscribers for the A Share Rights Issue shall be all A Shareholders registered on the register of members kept with SD&C Shanghai Branch at the close of the market on the A Share Record Date. The target subscribers for the H Share Rights Issue shall be all the Qualified H Shareholders as determined on the H Share Record Date. The Record Date(s) in relation to the Rights Issue will be determined after obtaining the approval by the CSRC on the Rights Issue Plan.

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Arrangement for accumulated undistributed profits prior to the Rights Issue

• The accumulated undistributed profits of the Bank prior to the Rights Issue shall be shared by all Shareholders on a pro rata basis after completion of the A Share Rights Issue and H Share Rights Issue.

• Time of issuance

• Upon obtaining the approval by the regulatory authority and the stock exchange in the place where the Bank’s securities are listed on the Rights Issue, the Rights Shares will be allotted and issued to all Shareholders in due course within the prescribed period.

• Underwriting method

• The A Rights Shares will be underwritten on a best efforts basis, and the H Rights Shares will be underwritten in accordance with Rule 7.19(1) of the Listing Rules.

• Amount and use of proceeds

• The gross proceeds raised from the Rights Issue are expected to be no more than RMB40 billion (inclusive). All the proceeds raised from the Rights Issue, after deduction of relevant expenses relating to the issuance, will be used for the replenishment of the core tier-one capital of the Bank, so as to increase the capital adequacy ratio of the Bank, support the sustainable and healthy business development of the Bank in future, and enhance the capital strength and competitiveness of the Bank.

• Effective period of the resolutions

• The resolutions on the Rights Issue shall remain valid for a period of 12 months from the date on which the resolutions are considered and approved by the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting.

• Listing of Rights Shares

• Upon completion of the A Share Rights Issue, the A Shares issued under the Rights Issue will be listed on the SSE according to the relevant requirements.

Upon completion of the H Share Rights Issue, the H Shares issued under the Rights Issue will be listed on the Hong Kong Stock Exchange according to the relevant requirements.

After being approved by the 12th meeting of 6th Session of the Board of the Bank, the Rights Issue Plan may only be implemented after obtaining the approval of the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting of the Bank, the approval of the CBIRC and the CSRC, and other necessary approvals in relation to the transaction.

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Qualified H Shareholders

After the Rights Issue Plan is approved by the Shareholders at each of the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting, the Bank will despatch the H Share Rights Issue Prospectus to the Qualified H Shareholders (including Chinese Investors in Hong Kong Stock Connect) (and to the extent permitted by the relevant laws, to the Excluded Shareholders for information purposes only). To qualify for the H Share Rights Issue, a H Shareholder must:

• (i) be registered as a H Shareholder of the Bank on the H Share Record Date; and

• (ii) not be an Excluded Shareholder.

Before the commencement of the H Share Rights Issue, the Bank will announce the date by which the H Shareholders must lodge any transfer documents in relation to the existing H Shares (together with the relevant H Share certificates) with the Bank’s H Share registrar, in order for the transferee to be registered as a H Shareholder of the Bank on or before the H Share Record Date.

Chinese Investors in Hong Kong Stock Connect will not be excluded from the H Share Rights Issue.

H Share Record Date

The H Share Record Date and the trading arrangements for the nil-paid H Rights Shares will be determined by the Board and once determined, a further announcement will be made by the Bank. The H Share Rights Issue is conditional upon the fulfillment of the conditions set out under the section headed “Conditions of the H Share Rights Issue” in this announcement. The H Share Record Date will not precede the date of the General Meeting, the date of the A Shareholders Class Meeting, the date of the H Shareholders Class Meeting, or the date on which all relevant approvals of Chinese government departments and regulatory authorities are granted to the Bank in relation to the Rights Issue Plan.

Trading of the H Rights Shares

Dealings in the H Rights Shares in both their nil-paid and fully-paid forms registered with the H Share registrar will be subject to the payment of stamp duty in Hong Kong. A further announcement will be made by the Bank regarding the trading arrangements for the H Rights Shares (in nil-paid and fully-paid forms) after such arrangements have been finalised by the Board.

Status of the H Rights Shares

The H Rights Shares, when allotted and fully paid, will rank pari passu in all respects with the H Shares then in issue. Holders of such fully-paid H Rights Shares will be entitled to receive all dividends and distributions which are declared, made or paid after the date of allotment and issue of the H Rights Shares.

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Rights of Overseas Shareholders

The H Share Rights Issue Prospectus will not be registered under the relevant securities legislation of any jurisdiction other than Hong Kong. The Bank will make enquiries regarding the feasibility of extending the H Share Rights Issue to the Overseas Shareholders. If, based on the advice received from the relevant legal advisers, the Board considers that it is necessary or expedient not to offer the H Rights Shares to certain Overseas Shareholders (who are thus Excluded Shareholders) on account either of the legal restrictions under the laws of the place of his/her/their registered address(es) or the requirements of the relevant regulatory authority or stock exchange in that place, the H Share Rights Issue will not be made available to the Excluded Shareholders.

The Bank will send the H Share Rights Issue Prospectus to the Excluded Shareholders for their information only (if permitted by relevant laws), but the Bank will not send any provisional allotment letters or excess application forms to the Excluded Shareholders.

Application for Excess H Rights Shares

Qualified H Shareholders (excluding Chinese Investors in Hong Kong Stock Connect) of the Bank may apply, by way of excess application, for any H Rights Shares to which unsold entitlements of the Excluded Shareholders relate and for any H Rights Shares provisionally allotted to the Qualified H Shareholders but not accepted.

Application for excess H Rights Shares may be made by completing the excess application form to be despatched to the Qualified H Shareholders together with the H Share Rights Issue Prospectus and lodging the same with a separate remittance for such excess H Rights Shares. Excess H Rights Shares (if available) will, at the sole discretion of the Bank, be allocated and allotted on a fair and reasonable basis. All excess H Rights Shares will be allocated to Qualified H Shareholders who have applied for excess H Rights Shares on a pro rata basis with reference to their number of excess H Rights Shares applied for. No reference will be made to H Rights Shares comprised in applications by provisional allotment letter or the existing number of H Shares held by Qualified H Shareholders. If the aggregate number of H Rights Shares not taken up by the Qualified H Shareholders under provisional allotment letters is greater than the aggregate number of excess H Rights Shares applied for through excess application forms, the Bank will allocate to each Qualified H Shareholder who applies for excess H Rights Shares in full application. No preference will be given to topping up odd lots to whole board lots. There is no guarantee that Qualified H Shareholders with odd lots of H Rights Shares will be topped up to whole board lots pursuant to their applications for excess H Rights Shares.

Conditions of the H Share Rights Issue

It is expected that the H Share Rights Issue will be conditional upon the fulfilment of the following matters:

• (i) the approval of the Rights Issue Plan by the Shareholders at the General Meeting;

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• (ii) the approval of the Rights Issue Plan by the H Shareholders at the H Shareholders Class Meeting and by the A Shareholders at the A Shareholders Class Meeting, respectively;

• (iii) the approval of the Rights Issue Plan by the CBIRC, the CSRC and other relevant regulatory authorities;

• (iv) the Listing Committee of the Hong Kong Stock Exchange agreeing to grant the listing of, and permission to deal in, the H Rights Shares in their nil-paid and fully-paid forms, either unconditionally or subject to such conditions which the Bank accepts and the satisfaction of such conditions (if any) by no later than the date of the delivery of the H Share Rights Issue Prospectus;

• (v) the delivery to the Hong Kong Stock Exchange and filing and registration of all documents in relation to the H Share Rights Issue as required by law to be filed by and registered with the Companies Registry in Hong Kong; and

None of the above conditions for completion of the H Share Rights Issue may be waived by the Bank or has been satisfied as at the date of this announcement. If such conditions are not fulfilled, the H Share Rights Issue will not proceed.

Conditions of the A Share Rights Issue

It is expected that the A Share Rights Issue will be conditional upon the fulfilment of the following matters:

• (i) the approval of the Rights Issue Plan by the Shareholders at the General Meeting;

• (ii) the approval of the Rights Issue Plan by the A Shareholders at the A Shareholders Class Meeting and by the H Shareholders at the H Shareholders Class Meeting, respectively;

• (iii) the approval of the Rights Issue Plan by the CBIRC, the CSRC and other relevant regulatory authorities;

• (iv) the subscription level of the A Rights Shares by the A Shareholders being at least 70% of the total A Rights Shares to be issued under the A Share Rights Issue;

• (v) the controlling shareholder of the Bank fulfills its subscription undertaking; and

None of the above conditions for completion of the A Share Rights Issue may be waived by the Bank or has been satisfied as at the date of this announcement. If such conditions are not fulfilled, the A Share Rights Issue will not proceed.

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Change in Registered Capital and Corresponding Amendments to Relevant Provisions of the Articles of Association

Upon completion of the Rights Issue, the registered capital, total number of Shares and share capital structure of the Bank will change, and certain corresponding amendments will be made to the Articles of Association. The Bank will, with authorisation granted by the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting, adjust the registered capital and make amendments to relevant provisions of the Articles of Association according to the issuance results of the Rights Issue, the conversion results of convertible bonds and the approval of relevant regulatory authorities. Upon completion of the Rights Issue, the Bank will publish a further announcement in relation to the change in registered capital and the amendments to the Articles of Association in due course, so as to provide details of such amendments to the Shareholders.

Underwriting

The H Share Rights Issue is proposed to be underwritten in accordance with Rule 7.19(1) of the Listing Rules and such underwriting will be conducted in accordance with the requirements of the Listing Rules. Details of the underwriting arrangement in relation to the Rights Issue Plan will be provided to the Shareholders in a further announcement on the Rights Issue to be published by the Bank in due course. However, the A Rights Shares will be underwritten on a best efforts basis as required under the applicable PRC laws and regulations. Under the applicable PRC laws and regulations and as classified by the CSRC, the A Share Rights Issue Plan may only proceed if the subscription level of the A Rights Shares is at least 70% of the A Share Rights Issue. The rights to subscribe for the A Rights Shares which are not taken up will lapse and no new A Shares will be issued or allotted pursuant to such rights.

Publication of Further Announcement and Issuance of H Share Rights Issue Prospectus in Relation to the H Share Rights Issue

Prior to the commencement of the H Share Rights Issue, the Bank will make a further announcement and publish the H Share Rights Issue Prospectus, which will contain all relevant details of the Rights Issue Plan, including the definitive basis on which the Rights Shares are to be issued, the maximum number of the Rights Shares to be issued, the Subscription Price, the period of closure of the register of members for the H Shares and the H Share Record Date, trading arrangements of the H Rights Shares, the arrangements for excess H Rights Shares, the underwriting arrangements and the expected timetable of the Rights Issue Plan.

Reasons for the Rights Issue and Use of Proceeds

The reasons for the Rights Issue are as follows:

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1. Regulatory authorities have imposed stricter capital regulatory requirements for banks

As the international financial regulatory environment is becoming increasingly complex, the Basel Committee has released Basel III with even stricter capital regulatory standards for commercial banks. In view of the changes in the international rules on capital regulation, the former China Banking Regulatory Commission (the “ CBRC ”) issued the Measures for Capital Management of Commercial Banks (Trial) , effective on 1 January 2013, according to which, the minimum core tier-one capital adequacy ratio, tier-one capital adequacy ratio and capital adequacy ratio of non-systemically important banks are 7.5%, 8.5% and 10.5% respectively and banks are required to increase countercyclical capital by no more than 2.5%, as appropriate. Since 2016, the People’s Bank of China has implemented the “Macro Prudential Assessment system”, to guide banking financial institutions to strengthen self-restraint and self-discipline management in seven aspects, namely, capital and leverage, assets and liabilities, liquidity, pricing behavior, asset quality, cross-border financing risk, and implementation of credit policy. In October 2021, the People’s Bank of China and the CBIRC released the Additional Regulatory Provisions for Systematically Important Banks (Trial) and required systemically important banks to meet certain additional capital requirements on the basis of meeting the minimum capital requirements and the requirements on reserve capital and countercyclical capital.

To better meet regulatory requirements, it’s necessary for the Bank to further improve its capital adequacy ratio. While meeting future development needs, a higher capital adequacy ratio can also provide room for possibly enhanced regulatory requirements. Therefore, the Bank plans to use a public offering of securities through Rights Issue to provide support for business development, replenish core tier-one capital, improve the Bank’s risk resilience, and ensure the fulfillment of the Bank’s strategic development objectives.

2. To ensure the sustainable and stable business development of the Bank

In recent years, the Bank’s asset size has been growing steadily. With the stable development of the national economy and the acceleration of the market-oriented financial reform, the operating environment of banks is undergoing profound changes. The Bank is currently at a critical stage for development, innovation and strategic transformation. To achieve sustainable development of banking business, it requires stronger capital strength to provide a strong guarantee. Meanwhile, the Chinese economy is undergoing supply-side structural reform. To support the transformation and upgrading of the real economy, Chinese banks need to maintain stable and reasonably increasing credit supply, while the continuous increase in risk-weighted assets will put banks under sustained capital pressure. The Bank will adhere to maintaining reasonable capital amount and capital quality to cope with the rapid changes and challenges in the industry environment, realise stable operation and improve risk resilience, so as to better serve the real economy while facilitating its own strategic development.

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The proceeds raised from the Rights Issue, after deduction of relevant expenses relating to the issuance, will be used for the replenishment of the core tier-one capital of the Bank, so as to increase the capital adequacy ratio of the Bank, support the sustainable and healthy business development of the Bank in future, and enhance the capital strength and competitiveness of the Bank.

Shareholding Structure of the Bank

For explanatory purposes, the following table sets out the Bank’s present shareholding structure and its proposed shareholding structure immediately following completion of the Rights Issue (assuming the Rights Issue is conducted on the basis of three (3) Rights Shares for every ten (10) existing Shares with full subscription for the Rights Shares and assuming no change in the issued share capital of the Bank during the period from the date of this announcement to the Record Date):

Class of Shares A Shares H Shares Total	Number of issued Shares as at the date of this announcement (before the Rights Issue) 34,052,679,492 14,882,162,977 48,934,842,469	Approximate percentage of the total number of issued Shares 69.59% 30.41% 100.00%	Number of Shares to be issued under the Rights Issue 10,215,803,847 4,464,648,893 14,680,452,740	Number of issued Shares immediately following completion of the Rights Issue 44,268,483,339 19,346,811,870 63,615,295,209	Approximate percentage of the total number of issued Shares immediately following completion of the Rights Issue 69.59% 30.41%
					100.00%

For explanatory purposes, the following table sets out the Bank’s present shareholding structure and its proposed shareholding structure immediately following completion of the Rights Issue (assuming the Rights Issue is conducted on the basis of three (3) Rights Shares for every ten (10) existing

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Shares with 70% subscription level for the A Rights Shares and full subscription for the H Rights Shares and assuming no change in the issued share capital of the Bank during the period from the date of this announcement to the Record Date):

Class of Shares A Shares H Shares Total	Number of issued Shares as at the date of this announcement (before the Rights Issue) 34,052,679,492 14,882,162,977 48,934,842,469	Approximate percentage of the total number of issued Shares 69.59% 30.41% 100.00%	Number of Shares to be issued under the Rights Issue 7,151,062,693 4,464,648,893 11,615,711,586	Number of issued Shares immediately following completion of the Rights Issue 41,203,742,185 19,346,811,870 60,550,554,055	Approximate percentage of the total number of issued Shares immediately following completion of the Rights Issue 68.05% 31.95%
					100.00%

According to public data, as at the date of this announcement, the Bank’s percentage of the Shares held by the public complies with Rule 8.08 of the Listing Rules. Upon completion of the Rights Issue, the Bank’s percentage of the Shares held by the public will continue to comply with Rule 8.08 of the Listing Rules.

CIRCULAR

A circular containing the notices convening the General Meeting and the H Shareholders Class Meeting will be despatched to the H Shareholders by the Bank as soon as practicable pursuant to relevant provisions of the Articles of Association.

The Rights Issue Plan may not be implemented because it is conditional upon the approval by the Shareholders at each of the General Meeting, the A Shareholders Class Meeting and the H Shareholders Class Meeting. The A Share Rights Issue and the H Share Rights Issue are conditional upon the fulfilment of the conditions set out under the section headed “Conditions of the A Share Rights Issue” and “Conditions of the H Share Rights Issue”. Shareholders and investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms and expressions shall have the following meanings:

• “A Rights Shares”

the new A Shares proposed to be allotted and issued to the A Shareholders pursuant to the A Share Rights Issue Plan (less any A Shares not taken up by the A Shareholders)

• “A Shareholders Class Meeting”

  • the class meeting of the A Shareholders to be convened by the Bank to consider and, if thought fit, approve, among other matters, the Rights Issue Plan

• “A Shares Rights Issue” or

• “A Shares Rights Issue Plan”

• the proposed issue of up to 10,215,803,847 A Rights Shares at the Subscription Price on the basis of up to three (3) A Rights Shares for every ten (10) existing A Shares held on the relevant A Share Record Date. If there is any change in the total issued Shares prior to the implementation of the Rights Issue due to bonus issue, capitalisation issue, conversion of convertible bonds to shares or other reasons of the Bank, the number of the Rights Shares to be issued will be adjusted based on the total issued Shares after such change

• “A Share Record Date”

• a date to be determined by the Board or its authorised person(s) by reference to which entitlements to the A Share Rights Issue are to be determined

• “A Share(s)”

• Ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Bank, which are subscribed in RMB and listed on the SSE

• “A Shareholder(s)”

holder(s) of A Shares

• “Articles of Association”

• the Articles of Association of the Bank

• “Board”

the Board of Directors of the Bank

• “Class Meeting”

• the A Shareholders Class Meeting and the H Shareholders Class Meeting

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“Bank” China CITIC Bank Corporation Limited, a joint stock limited company incorporated in the PRC with limited liability, whose H Shares and A Shares are listed on the Hong Kong Stock Exchange (Stock Code: 998) and the SSE (Stock Code: 601998) respectively

• “CBIRC”

China Banking and Insurance Regulatory Commission

• “CSRC”

China Securities Regulatory Commission

“SD&C” China Securities Depository and Clearing Corporation Limited

“Excluded Shareholder(s)” overseas Shareholder(s) whom the Board, based on legal opinions provided by legal advisers, considers it necessary or expedient to exclude any such Overseas Shareholder(s) to participate in the Rights Issue on account either of the legal restrictions under the laws of the place of his/her/their registered address(es) or the requirements of the relevant regulatory body or stock exchange in that place

• “General Meeting”

the Shareholders’ general meeting to be convened by the Bank to consider and, if thought fit, approve, among other matters, the Rights Issue Plan

• “H Rights Shares”

the new H Shares proposed to be allotted and issued to the H Shareholders pursuant to the H Share Rights Issue Plan (less any H Shares not taken up by the H Shareholders)

• “H Shareholders Class Meeting”

the class meeting of the H Shareholders to be convened by the Bank to consider and, if thought fit, approve, among other matters, the Rights Issue Plan

• “H Share Registrar”

Computershare Hong Kong Investor Services Limited

• “H Shares Rights Issue” or “H Shares Rights Issue Plan”

the proposed issue of up to 4,464,648,893 H Rights Shares at the Subscription Price on the basis of up to three (3) H Rights Shares for every ten (10) existing H Shares held on the H Share Record Date. If there is any change in the total issued Shares prior to the implementation of the Rights Issue due to bonus issue, capitalisation issue, conversion of convertible bonds to shares or other reasons of the Bank, the number of the Rights Shares to be issued will be adjusted based on the total issued Shares after such change

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“H Share Rights Issue Prospectus” the prospectus in relation to the H Share Rights Issue to be issued by the Bank and despatched to the H Shareholders, which contains further details of the H Share Rights Issue “H Share Record Date” a date to be determined by the Board or its authorised person(s) by reference to which entitlements to the H Share Rights Issue are to be determined “H Share(s)” Ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Bank, which are subscribed in Hong Kong dollars and listed on the Hong Kong Stock Exchange “H Shareholder(s)” holder(s) of H Shares

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Overseas Shareholder(s)” H Shareholder(s) whose name(s) appear(s) on the register of members of the Bank on the H Share Record Date and whose registered address(es) is/are in a place outside Hong Kong

“Chinese Investor(s) in Hong Kong Chinese investor(s) who hold shares of companies listed in Stock Connect” Hong Kong via China Securities Depository and Clearing Corporation Limited as the agent of Shanghai-Hong Kong Stock Connect

“PRC” the People’s Republic of China

“Qualified H Shareholder(s)” H Shareholders whose name(s) appear(s) on the register of members of the Bank on the H Share Record Date and who are not Excluded Shareholders

“Record Date(s)”

“Rights Issue”

the A Share Record Date and/or the H Share Record Date the A Share Rights Issue and/or the H Share Rights Issue

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“Rights Issue Plan(s)” the A Share Rights Issue Plan and/or the H Share Rights Issue Plan “Subscription Price” the final subscription price for the A Rights Shares and the H Rights Shares to be offered under the Rights Issue Plan “Rights Share(s)” the A Rights Share(s) and/or the H Rights Share(s) “RMB” Renminbi, the lawful currency of the PRC “SSE” the Shanghai Stock Exchange “Share(s)” the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Bank, including A Share(s) and H Share(s) “Shareholder(s)” the holder(s) of the Shares of the Bank “%” per cent By order of the Board of China CITIC Bank Corporation Limited ZHU Hexin Chairman

Beijing, the PRC 29 April 2022

As at the date of this announcement, the non-executive directors of the Bank are Mr. Zhu Hexin (Chairman), Mr. Cao Guoqiang, Ms. Huang Fang and Mr. Wang Yankang; the executive directors are Mr. Fang Heying (Vice Chairman, President), Mr. Liu Cheng and Mr. Guo Danghuai; and the independent non-executive directors are Mr. He Cao, Ms. Chen Lihua and Mr. Qian Jun.

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