CITIC Limited — Proxy Solicitation & Information Statement 2000

May 5, 2000

CITIC Pacific Limited

Notice of Annual General Meeting

notice is hereby given that the Annual General Meeting of the Company will be held at the Island Ballroom, Level 5, Island Shangri-La Hotel, Supreme Court Road, Two Pacific Place, Hong Kong on Wednesday, 31 May 2000 at 10:30 a.m. for the following purposes:

1 To receive and consider the audited accounts and the Reports of the Directors and the Auditors for the year ended 31 December 1999.

2 To declare a final dividend in respect of the year ended 31 December 1999.

3 To re-elect retiring Directors.

4 To re-appoint Auditors and authorise the Board of Directors to fix their remuneration.

5 To consider as Special Business, and if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"that the authorised share capital of the Company be increased from HK$1,000,000,000 to HK$1,200,000,000 by the creation of 500,000,000 new shares of HK$0.40 each in the Company."

6 To consider as Special Business, and if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"that the CITIC Pacific Share Incentive Plan 2000 referred to in the circular despatched to the shareholders on the same day as this Notice, the terms of which are set out in the printed document marked "A" now produced to the Meeting and for the purpose of identification signed by the Chairman hereof ("Plan"), be approved and adopted to be the share option plan for the Company and that the Directors of the Company be authorised to grant options thereunder and to allot and issue shares pursuant to the Plan and to take all such steps as may be necessary or desirable to implement such Plan notwithstanding that they or any of them may be interested in the same."

7 To consider as Special Business, and if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"that:

A. subject to the following provisions of this resolution and pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and it is hereby generally and unconditionally approved;

B. the approval in sub-paragraph (A) of this resolution shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such power after the end of the Relevant Period;

C. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in sub-paragraph (A) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the New Articles of Association shall not exceed twenty per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the said approval shall be limited accordingly; and

D. for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

i. the conclusion of the next annual general meeting of the Company; or

ii. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; or

iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

8 To consider as Special Business, and if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"that:

A. subject to sub-paragraph (B) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for the purposes of Section 49BA of the Companies Ordinance by notice published in the Gazette ("Recognised Stock Exchange"), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time or that of any other Recognised Stock Exchange, be and is hereby generally and unconditionally approved;

B. the shares in the Company which the Company is authorised to repurchase pursuant to the approval in sub-paragraph (A) of this resolution shall not exceed ten per cent of the shares of HK$0.40 each in issue as at the date of this resolution and the said approval shall be limited accordingly; and

C. for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

i. the date of the next annual general meeting of the Company; or

ii. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; or

iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

9 To consider as Special Business, and if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"that conditional upon resolutions no. 7 and 8 set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot shares be and is hereby extended by the addition to the aggregate nominal amount of share capital which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company since the granting of the said general mandate pursuant to the exercise by the Directors of the powers of the Company to repurchase such shares, provided that such amount shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution."

By Order of the Board

Alice Tso Mun Wai

Company Secretary

Hong Kong, 4 May 2000

Registered Office:

32nd Floor, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Notes:

(i) The Register of Members will be closed from 25 May 2000 to 31 May 2000, both days inclusive, during which period no transfer of shares will be effected.

(ii) Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

(iii) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the registered office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote.

(iv) Concerning item 3 above, Messrs Zhang Yichen, Yao Jinrong, Chang Zhenming, Li Shilin and Carl Yung Ming Jie are Directors appointed by the Board since the last Annual General Meeting who shall hold office only until the forthcoming Annual General Meeting of the Company and shall then be eligible for re-election pursuant to Article 95 of the New Articles of Association of the Company and Messrs Henry Fan Hung Ling, Robert Ernest Adams, Alexander Reid Hamilton and Hansen Loh Chung Hon shall retire by rotation in the Annual General Meeting pursuant to Article 104(A) of the New Articles of Association of the Company and they, all being eligible, shall offer themselves for re-election.

(v) Concerning item 5 above, the approval is being sought from members for an increase in authorised share capital of the Company.

(vi) Concerning item 6 above, the approval is being sought from members for the CITIC Pacific Share Incentive Plan 2000.

(vii) Concerning item 7 above, the approval is being sought from members for a general mandate to authorise allotment of shares under Section 57B of the Companies Ordinance and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any shares of the Company up to twenty per cent of the issued share capital of the Company. The Directors wish to state that they have no immediate plans to issue shares in the Company.

(viii) Concerning item 8 above, the approval is being sought from members for a general mandate to repurchase shares in the Company, in order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any shares in the Company up to ten per cent of the issued share capital of the Company.

(ix) Concerning item 9 above, the approval is being sought from members to extend the general mandate to allot shares by adding repurchased securities to the twenty per cent general mandate.