CITIC Limited — Proxy Solicitation & Information Statement 2006

Jul 4, 2006

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 267)

FORM OF PROXY

Form of proxy used by shareholders at the Extraordinary General Meeting (“the Meeting”) of CITIC Pacific Limited 中信泰富有限公司 (“the Company”) to be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong at 4:00 p.m. on Monday, 21 August 2006.

I/We[(a)]

of

being the registered holder(s) of

shares[(b)] of HK$0.40 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(c)]

of

as my/our proxy to vote and act for me/us at the Meeting (and at any adjournment thereof) of the Company to be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong at 4:00 p.m. on Monday, 21 August 2006 for the purpose of considering and, if thought fit, passing the ordinary resolution set out in the Notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolution as indicated below[(d)] .

	RESOLUTION	RESOLUTION		FOR	AGAINST
	1.	Ordinary Resolution(e)
Dated this		day of	2006

Shareholder’s signature

Notes:

• (a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

• (b) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

• (c) If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting or” herein inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT .

• (d) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the Notice convening the Meeting.

• (e) The full text of the resolution appears in the Notice of the Meeting contained in the circular to the shareholders of the Company dated 30 June 2006.

• (f) This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorised.

• (g) In the case of joint holders of a share, the vote of the person whose name stands first in the register of members of the Company who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).

• (h) 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 at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong not less than 48 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.

• (i) The proxy need not be a member of the Company. A member may appoint more than one proxy to attend in the same occasion.

• (j) Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.