CITIC Limited — Proxy Solicitation & Information Statement 2011

Mar 28, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer of registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CITIC Pacific Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

PROPOSALS FOR ADOPTION OF CITIC PACIFIC SHARE INCENTIVE PLAN 2011, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND CHANGE IN DIRECTORS’ FEES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of CITIC Pacific Limited to be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong on Thursday, 12 May 2011 at 10:30 a.m. is set out on pages 29 to 33 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the registered office of CITIC Pacific Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

29 March 2011

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2. Proposed CITIC Pacific Share Incentive Plan 2011 . . . . . . . . . . . . . . . . . . . . . .	6
3. Proposed general mandates to issue Shares and to repurchase Shares . . . . . .	7
4. Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5. Proposed change in directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General Information
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I – Proposed CITIC Pacific Share Incentive Plan 2011 . . . . . .	11
Appendix II – Explanatory Statement and Memorandum in relation to
the Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Appendix III – Biographies of retiring Directors offering for re-election
at the Annual General Meeting . . . . . . . . . . . . . . . . . . .	27
Appendix IV – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

In this circular the following expressions shall have the following meanings unless the context otherwise requires:

• “Adoption Date”

• 12 May 2011 (the date on which the CITIC Pacific Share Incentive Plan 2011 is conditionally adopted by resolution of the Company in the Annual General Meeting)

• “Allotment Date” the date on which Shares are allotted to a Grantee pursuant to an Option granted and exercised under the CITIC Pacific Share Incentive Plan 2011

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong on Thursday, 12 May 2011 at 10:30 a.m., the Notice of which is set out in Appendix IV to this circular or, where the context so requires, any adjournment thereof

• “Associate(s)” has the meaning ascribed to it in the Listing Rules

• “Auditors”

• the auditors for the time being of the Company

• “Board”

• the board of directors of the Company or a duly authorised committee thereof

• “Business Day”

• any day on which the Stock Exchange is open for the business of dealing in securities

• “Chief Executive” has the meaning ascribed to it in the Listing Rules

• “CITIC Pacific” or “Company”

• CITIC Pacific Limited

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “Connected Person”

• has the meaning ascribed to it in the Listing Rules

• “Consultant”

a person who, pursuant to a contract for services, renders services to a member of the Group which are commonly rendered by an employee of: (i) the relevant member of the Group; or (ii) a company belonging to the class of companies which predominantly carry out the same kind of business as the relevant member of the Group

– 1 –

DEFINITIONS

“Directors”

directors of the Company

• “Eligible Participant”

any:

• (a) Employee;

• (b) non-executive director and any independent non-executive director or officer of any member of the Group;

• (c) Consultant or representative of any member of the Group

• “Employee”

• any executive director or employee of, or any person who has accepted an employment offer by (and is awaiting commencement of his employment with), any member of the Group (in each case, whether full time or part time)

• “Grantee”

• any Eligible Participant who accepts the offer of the grant of an Option in accordance with the terms of the CITIC Pacific Share Incentive Plan 2011 or (where the context so permits) the legal personal representative(s) entitled to any such Option in consequence of the death or permanent physical or mental disablement of the Eligible Participant

• “Group”

• the Company, its Subsidiaries and its associated companies

• “HK$” Hong Kong dollars

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 22 March 2011 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• Rules Governing the Listing of Securities on the Stock Exchange

• “Notice”

• the notice convening the Annual General Meeting

– 2 –

DEFINITIONS

• “Option”

an option to subscribe for Shares granted pursuant to the CITIC Pacific Share Incentive Plan 2011

• “Option Period”

in respect of any particular Option, such time period during which the Option may be exercised (which will be specified by the Board in the letter referred to in paragraph 4.2 and which may be extended by the Board pursuant to paragraph 4.6 under Appendix I to this circular) but which shall not under any circumstances exceed 10 years from the date of offer of the grant

• “Share(s)”

• share(s) of HK$0.40 each in the share capital of the Company, or, if there has been a sub-division, consolidation, reclassification of or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company

• “Shareholder(s)” holder(s) of the Shares

• “CITIC Pacific Share Incentive Plan 2000”

• the share incentive plan adopted by CITIC Pacific on 31 May 2000

• “CITIC Pacific Share Incentive Plan 2011”

• the proposed share incentive plan of CITIC Pacific to be approved at the Annual General Meeting in its present or any amended form, the principal terms of which are set out in Appendix I to this circular

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited or other principal stock exchange in Hong Kong for the time being

• “Subscription Price”

• the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option pursuant to paragraph 5 of Appendix I to this circular

• “Subsidiary”

• a subsidiary (within the meaning of the Companies Ordinance (Cap.32 of the Laws of Hong Kong)) or a company whose results are consolidated in the financial accounts of the Company, for the time being of the Company

• “Substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules

– 3 –

DEFINITIONS

“vest”

shall mean that an Option becomes exercisable because either

• the condition(s) precedent to its exercise (whether imposed by the Board or otherwise pursuant to paragraph 4.6 of Appendix I to this circular) have been met (whether by passage of time or otherwise) or waived pursuant to paragraph 4.6 of Appendix I to this circular; or

• pursuant to paragraphs 6.4(a), (c), (d) or (e) of Appendix I to this circular the Option has became exercisable notwithstanding that the conditions precedent to its exercise have not yet been met

– 4 –

LETTER FROM THE CHAIRMAN

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(Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

Directors: Chang Zhenming ( Chairman ) Zhang Jijing ( Managing Director ) Carl Yung Ming Jie ( Deputy Managing Director ) Vernon Francis Moore ( Group Finance Director ) Li Shilin ( Executive Director ) Liu Jifu ( Executive Director ) Milton Law Ming To ( Executive Director ) Wang Ande ( Executive Director ) Kwok Man Leung (Executive Director) Willie Chang Alexander Reid Hamilton Hansen Loh Chung Hon Norman Ho Hau Chong André Desmarais Ju Weimin Yin Ke Peter Kruyt[#]

Registered Office: 32nd Floor CITIC Tower 1 Tim Mei Avenue Central Hong Kong

* Non-executive Director

** Independent Non-executive Director # Alternate Director to André Desmarais

29 March 2011

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR ADOPTION OF CITIC PACIFIC SHARE INCENTIVE PLAN 2011, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND CHANGE IN DIRECTORS’ FEES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the Notice and the information in connection with the proposals at the Annual General Meeting to (i) adopt the CITIC Pacific Share Incentive Plan 2011, (ii) grant the general mandates to issue Shares and to repurchase Shares, (iii) re-elect the retiring Directors and (iv) fix the Directors’ fees.

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LETTER FROM THE CHAIRMAN

2. PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

In view of the CITIC Pacific Share Incentive Plan 2000 having expired on 30 May 2010, the Board proposes to the Shareholders to adopt the CITIC Pacific Share Incentive Plan 2011 at the Annual General Meeting. The purpose of the CITIC Pacific Share Incentive Plan 2011 is to promote the interests of the Company and the Shareholders by (i) providing the Eligible Participants with additional incentives to continue and increase their efforts in achieving success in the business of the Group, and (ii) attracting and retaining the best available personnel to participate in the on-going business operation of the Group.

Pursuant to the CITIC Pacific Share Incentive Plan 2011, the Board is empowered to determine the terms and conditions (which include setting the Subscription Price, minimum holding period and performance targets) of each Option, as well as to select the appropriate Eligible Participant, at the Board’s discretion taking into account of factors as the Board considers relevant. The Board believes that the terms of the CITIC Pacific Share Incentive Plan 2011 will serve to achieve the purposes of the CITIC Pacific Share Incentive Plan 2011 as stated above.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,648,688,160 Shares. Assuming that the issued share capital of the Company will remain unchanged from the Latest Practicable Date up to the date of passing the Shareholders’ resolution to adopt the CITIC Pacific Share Incentive Plan 2011, the maximum number of Shares which may be issued upon exercise of all options to be granted under the CITIC Pacific Share Incentive Plan 2011 in aggregate will be 364,868,816 Shares, representing 10% of the Shares in issue as at the Adoption Date.

The Directors consider that it is not appropriate to disclose the value of all Options that can be granted pursuant to the CITIC Pacific Share Incentive Plan 2011 as if they had been granted on the Latest Practicable Date as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but are not limited to the exercise price, exercise period, any performance targets to be achieved before the Option can be exercised. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to Shareholders.

The Company is not required to appoint any trustee for the purpose of administering the CITIC Pacific Share Incentive Plan 2011 under its terms. The CITIC Pacific Share Incentive Plan 2011 will be subject to the administration of the Board. None of the Directors is trustee of the CITIC Pacific Share Incentive Plan 2011 or has a direct or indirect interest in the trustee.

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LETTER FROM THE CHAIRMAN

A summary of the principal terms of the CITIC Pacific Share Incentive Plan 2011 which is proposed to be approved and adopted by the Company at the Annual General Meeting is set out in the Appendix I to this circular on pages 11 to 23. A copy of the proposed CITIC Pacific Share Incentive Plan 2011 will be available for inspection at the Company’s registered office at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong during normal business hours from the date hereof up to and including the date of the Annual General Meeting.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the CITIC Pacific Share Incentive Plan 2011.

3. PROPOSED GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 14 May 2010, ordinary resolutions were passed giving general mandates to the Directors (i) to allot, issue and dispose of additional Shares not exceeding twenty per cent of the aggregate nominal amount of the issued share capital of the Company as at 14 May 2010 and to extend the general mandate to allot Shares by adding repurchased securities to the twenty per cent general mandate; and (ii) to purchase or otherwise acquire Shares of the Company on the Stock Exchange not exceeding ten per cent of the aggregate nominal amount of the issued share capital of the Company as at 14 May 2010.

The purpose of the general mandates was to enable the Directors to issue additional Shares and to repurchase Shares should the need arise. The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares of the Company.

Under the terms of the Companies Ordinance and the Listing Rules, these general mandates will lapse upon the conclusion of the forthcoming Annual General Meeting of the Company to be held on 12 May 2011, unless renewed at that meeting. These general mandates will continue in force during the period from the passing of the resolutions at the Annual General Meeting until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or until these general mandates are revoked or varied by ordinary resolutions of the Shareholders in general meeting, whichever is the earlier. Accordingly, resolutions will be proposed to renew these mandates and the explanatory statement and memorandum regarding the repurchase resolution as required under the Listing Rules is set out in Appendix II to this circular.

4. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 104(A) of the Articles of Association of the Company, Messrs. Carl Yung Ming Jie, Li Shilin, Wang Ande, Kwok Man Leung and André Desmarais shall retire by rotation in the Annual General Meeting. Messrs. Carl Yung Ming Jie, Kwok Man Leung and André Desmarais, being eligible, offer themselves for re-election at the Annual General Meeting. On 3 March 2011, the Company announced that

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LETTER FROM THE CHAIRMAN

as Messrs. Li Shilin and Wang Ande were retiring, they would not seek for re-election at the Annual General Meeting. Pursuant to Article 105 of the Articles of Association of the Company, a resolution will be proposed at the Annual General Meeting to resolve not to fill up the vacated offices resulted from the retirement of Messrs. Li Shilin and Wang Ande as Directors.

Details of the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix III to this circular.

5. PROPOSED CHANGE IN DIRECTORS’ FEES

Currently the director’s fee of each of the Executive Directors of the Company is fixed at HK$150,000 per annum. Taking into consideration that the Executive Directors of the Company are receiving remuneration packages that are reasonably commensurate with their duties, accountabilities and required time commitment, it is proposed to remove the director’s fee of the Executive Directors. On the other hand, in view of the increasing part the Non-executive Directors play in good governance of the Company, an ordinary resolution will be proposed to increase the director’s fee of each of the Non-executive Directors of the Company from HK$200,000 per annum to HK$350,000 per annum.

6. ANNUAL GENERAL MEETING

The Notice is set out in Appendix IV to this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia , the CITIC Pacific Share Incentive Plan 2011, the general mandates to issue Shares and to repurchase Shares, the re-election of Directors and the change in Directors’ fees. None of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings. The Chairman of the Annual General Meeting will request for voting by poll on all the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the above meeting.

A proxy form for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s registered office at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the proxy form will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

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LETTER FROM THE CHAIRMAN

7. RECOMMENDATION

The Directors believe that the ordinary resolutions to be proposed at the Annual General Meeting regarding the adoption of the CITIC Pacific Share Incentive Plan 2011, the general mandates to issue Shares and to repurchase Shares, the re-election of Directors and the change in Directors’ fees are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, Chang Zhenming Chairman

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GENERAL INFORMATION

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 10 –

APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

This appendix summarises the principal terms of the CITIC Pacific Share Incentive Plan 2011 proposed to be approved at the Annual General Meeting and does not form, nor is intended to be, part of the CITIC Pacific Share Incentive Plan 2011 nor should it be taken as affecting the interpretation of the rules of the CITIC Pacific Share Incentive Plan 2011.

1. PURPOSE OF THE CITIC PACIFIC SHARE INCENTIVE PLAN 2011

The purpose of the CITIC Pacific Share Incentive Plan 2011 is to promote the interests of the Company and the Shareholders by (i) providing the Eligible Participants with additional incentives to continue and increase their efforts in achieving success in the business of the Group, and (ii) attracting and retaining the best available personnel to participate in the on-going business operation of the Group.

2. WHO MAY JOIN

On and subject to the terms of the CITIC Pacific Share Incentive Plan 2011 and the requirements of the Listing Rules, the Board may offer to grant an Option to any Eligible Participants as the Board may in its discretion select.

3. ADMINISTRATION

The CITIC Pacific Share Incentive Plan 2011 shall be subject to the administration of the Board whose decision (save as otherwise provided herein) shall be final and binding on all parties. Subject to the provisions of the Listing Rules and applicable law and other regulations from time to time in force, the Board shall, at its discretion and based on such factors as it shall consider relevant: -

• (a) grant Options to those Eligible Participants whom it shall select from time to time;

• (b) determine the time of the grant of Options;

• (c) determine the number of Shares to be subject to each Option;

• (d) determine the terms and conditions of each Option, including: -

• (i) the Subscription Price;

• (ii) the Option Period;

• (iii) the minimum period, if any, for which the Option must be held before it can be exercised;

• (iv) performance targets, if any, that must be achieved before the Option can be exercised;

• (v) the amount, if any, payable on application or acceptance of the Option and the period within which payments or calls must or may be made or loans for such purposes must be repaid;

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APPENDIX I

PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• (vi) the period, if any, during which Shares allotted and issued upon exercise of the Option shall be subject to restrictions on dealings, and the terms of such restrictions;

• (e) construe and interpret the terms and conditions of the CITIC Pacific Share Incentive Plan 2011 and Options; and

• (f) prescribe, amend and rescind rules and regulations relating to the CITIC Pacific Share Incentive Plan 2011.

4. GRANT OF OPTIONS

• 4.1 On and subject to the terms of the CITIC Pacific Share Incentive Plan 2011, the Listing Rules and all applicable laws and other regulations, the Board shall be entitled at any time within 10 years commencing on the Adoption Date to offer the grant of an Option to any Eligible Participant as the Board may in its absolute discretion select.

• 4.2 An offer of the grant of an Option shall be made to an Eligible Participant by letter in such form as the Board may from time to time determine. Such offer shall specify the number of Shares, the Subscription Price and the Option Period in respect of which the offer is made and such other terms and conditions to which the Option shall be subject, including any further matters referred to in paragraph 3 (d) above and shall require the Eligible Participant to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the CITIC Pacific Share Incentive Plan 2011.

An offer shall remain open for acceptance by the Eligible Participant concerned for a period of 28 days (or such later period as the Board may specify in writing) from the date of the offer.

An offer may not be accepted by a person who ceases to be an Eligible Participant after the offer has been made.

• 4.3 An offer of the grant of an Option may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision, until such price sensitive information has been publicly disseminated in accordance with the Listing Rules. In particular, but only insofar as and for so long as the Listing Rules require, no Option may be granted during the period commencing one month immediately preceding the earlier of: -

• (a) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s half-year or annual results; and

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APPENDIX I

PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• (b) the deadline for the Company to publish its half-year or annual results announcement,

and ending on the date of the results announcement.

• 4.4 An offer of the grant of an Option shall be deemed to have been accepted when the duplicate letter comprising acceptance of the Option duly signed by the Grantee together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company. Such remittance shall in no circumstances be refundable. If such remittance is not enclosed, acceptance of an offer shall create a promise by the relevant Grantee to pay to the Company HK$1.00 on demand. Once such acceptance is made the Option shall be deemed to have been granted and to have taken effect from the date on which it was offered to the relevant Grantee. No offer shall be capable of or open for acceptance after the expiry of 10 years after the Adoption Date.

• 4.5 Any offer of the grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered provided that it is accepted in respect of a number of shares equal to a board lot for the purposes of trading Shares on the Stock Exchange from time to time or an integral multiple thereof. To the extent that the offer of the grant of an Option is not accepted within 28 days from the date of the offer (or such later period as the Board may specify in writing) in the manner indicated in paragraph 4.4 above it shall be deemed to have been irrevocably declined.

• 4.6 Subject to the provisions of the CITIC Pacific Share Incentive Plan 2011 and provided that such conditions, restrictions or limitations do not relax any limits imposed by the Listing Rules, the Board may at its discretion when offering the grant of an Option impose any conditions, restrictions or limitations in relation thereto additional to those set forth in the CITIC Pacific Share Incentive Plan 2011 as it may think fit (to be stated in the letter containing the offer of the grant of the Option) including (without prejudice to the generality of the foregoing): -

• (a) conditions, restrictions or limitations relating to the achievement of operating or financial targets;

• (b) satisfactory performance by the Grantee;

• (c) the time or period when the right to exercise the Option in respect of all or some of the Shares the subject of the Option will vest; and/or

• (d) that the Shares to be allotted and issued upon exercise of the Option may only be sold after the Company has been given 24 hours’ previous written notice.

– 13 –

APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

The Board may subsequently also, at its absolute discretion, remove or waive the conditions, restrictions or limitations imposed pursuant to this paragraph or paragraph 4.2 or paragraphs 6.4(a), (b) or (c) under this appendix on compassionate or any other grounds.

Without prejudice to the generality of the foregoing and subject to paragraph 5 under this appendix, the Board may grant Options in respect of which the Subscription Price is fixed at different prices for certain periods during the Option Period.

• 4.7 Unless the Board otherwise determines, there shall be no performance targets that must be achieved before Options can be exercised.

• 4.8 Insofar as the Listing Rules require and subject to paragraph 9.6 under this appendix, where any offer of an Option is to be made to a director, a Chief Executive or a Substantial Shareholder of the Company or any of their respective Associates, such offer must first be approved by the independent non-executive directors of the Company (excluding any independent non-executive director who is the proposed Grantee).

• 4.9 Any offer of an Option to a Substantial Shareholder or independent non-executive director of the Company or any of their respective Associates shall be subject to the provisions of paragraph 9.6 under this appendix.

5. SUBSCRIPTION PRICE

The Subscription Price in respect of any particular Option shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but the Subscription Price shall not be less than whichever is the higher of: (i) the nominal value of the Shares; (ii) the closing price of the Shares on the Stock Exchange as stated in the Stock Exchange’s daily quotations sheet on the date of offer of the grant; and (iii) the average of the closing prices of the Shares on the Stock Exchange as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the date of offer of the grant.

6. EXERCISE OF OPTIONS

• 6.1 An Option shall be personal to the Grantee and shall not be assignable or transferable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option, or enter into any agreement so to do. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee.

• 6.2 An Option may not be exercised unless all relevant conditions to which it is subject have been satisfied, waived or, by terms of grant, treated as having been waived.

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APPENDIX I

PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• 6.3 (a) The Grantee shall exercise his Option (to the extent it is exercisable under the provisions of the CITIC Pacific Share Incentive Plan 2011 and the conditions, restrictions or limitations as the Board may from time to time impose) by giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised.

• (b) Any partial exercise of the Option shall be in respect of such number of Shares as from time to time constitutes a board lot for the purposes of trading Shares on the Stock Exchange or an integral multiple thereof. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given.

• (c) Within 40 days after receipt of the notice and, where appropriate, receipt of the certificate of the Auditors or an independent financial adviser pursuant to paragraph 10 under this appendix and subject to the accompanying remittance having been honoured in full, the Company shall accordingly allot the relevant number of Shares to the Grantee credited as fully paid and issue to the Grantee a share certificate in respect of the Shares so allotted.

• 6.4 Subject to the provisions of paragraph 6.3 above:-

• (a) In the event of the Grantee ceasing to be an Eligible Participant by reason of his

  • (i) death; or

  • (ii) retirement (in the case of the Eligible Participant being an Employee); or

  • (iii) total permanent physical or mental disablement

his Option will immediately vest and he or his legal personal representatives (as the case may be) shall be entitled to exercise the Option (to the extent not already exercised) up to the end of the Option Period, following which the Option shall lapse.

• (b) In the event of the Grantee ceasing to be an Eligible Participant for any reason other than those described in paragraphs 6.4(a) and (c) and 7.1(d) and (e) under this appendix, the Grantee shall be entitled to exercise the Option (to the extent already vested as at the date of cessation and not already exercised) for three months after the date of such cessation (or such longer period as the Board shall decide), following which the Option shall lapse. In the case of the Grantee being an Employee, the date of cessation of employment shall be the effective date of cessation.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

For the avoidance of doubt the Option shall not vest by reason of the Grantee ceasing to be an Eligible Participant under this sub-paragraph and the Option shall only be exercisable in relation to the relevant number of shares in connection with which exercise any conditions precedent have already been fulfilled on the date of cessation of being an Eligible Participant.

• (c) If the Board considers that a Grantee has ceased to be an Eligible Participant due to the sale, or separate listing, of the company he is serving, or if the Company is merged, reorganised or consolidated with another entity (and sub-paragraph (d) below does not apply), the Board may at its sole discretion

• (i) arrange for substitute options or share purchase rights of no less than equivalent fair value, in the purchasing, surviving or newly-listed company;

• (ii) provide cash compensation equivalent to their fair value;

• (iii) waive any conditions as to vesting; or

• (iv) permit the continuation of the Option according to its original terms.

• (d) If a general offer (whether by way of takeover offer or scheme of arrangement or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional (or, in the case of a scheme of arrangement, or other similar transaction, becomes or is declared effective), the Option will immediately vest and the Grantee shall be entitled to exercise the Option (to the extent not already exercised) at any time within one month (or for such longer time as the Board may determine as may be necessary to permit the Grantee to participate in the offer on a similar basis with the holders of Shares) after the date on which the offer becomes or is declared unconditional or such longer period as the Board may determine following which the Option shall lapse.

• (e) In the event of an effective resolution being passed for a members’ voluntary winding-up of the Company, the Option will immediately vest and the Grantee shall be entitled to exercise the Option (to the extent not already exercised) and may by notice in writing to the Company within 21 days after the date of such resolution elect to be treated as if the Option had been exercised immediately before the passing of such resolution either to its full extent or to the extent specified in such notice and shall accordingly be entitled to receive out of the assets available in the liquidation pari passu with the holders of

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

Shares such sum as would have been received in respect of the Shares the subject of such election reduced by an amount equal to the Subscription Price which would otherwise have been payable in respect thereof.

• 6.5 The Shares to be allotted upon the exercise of an Option shall be subject to all the provisions of the articles of association of the Company for the time being in force and shall rank pari passu in all respects with the existing fully paid Shares in issue on the Allotment Date and accordingly shall entitle the holders to participate in all dividends or other distributions paid or made after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be on or before the Allotment Date.

7. LAPSE OF OPTION

• 7.1 Subject to the discretion of the Board to extend the Option Period as referred to in paragraph 4.6 above, an Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:-

• (a) the expiry of the Option Period;

• (b) the expiry of any of the periods referred to in paragraph 6.4(a), (b), (c) or (d) above;

• (c) (subject to paragraph 6.4(e) above) the date of the commencement of the winding-up of the Company;

• (d) in the case of an Employee, the date on which the Grantee ceases to be an Eligible Participant on the grounds that he has been guilty of serious misconduct, or has committed any act of bankruptcy or has become insolvent or has made any arrangements or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty;

• (e) in the case of any Grantee other than an Employee, the occurrence of any event which, if he had been an Employee, would have entitled the Group to terminate his employment without notice (including, but not limited to, if he has been guilty of serious misconduct or has committed any act of bankruptcy or has made any arrangement or composition with his creditors generally or has been convicted of any criminal offence involving his integrity or honesty); or

• (f) the date on which the Grantee commits a breach of paragraph 6.1 above, if the Board shall exercise the Company’s right to cancel the Option.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

8. CANCELLATION OF OPTIONS

• 8.1 Options granted but not exercised and not lapsed in accordance with the terms of the CITIC Pacific Share Incentive Plan 2011 may be cancelled by the Company with the approval of the Grantee.

• 8.2 Where the Company cancels Options and issues new Options to the same Grantee, the issue of such new Options may only be made under the CITIC Pacific Share Incentive Plan 2011 with available unissued Options (excluding the cancelled Options) within the limits set out in paragraphs 9.1, 9.2, 9.3, 9.4, 9.5 and 9.7 under this appendix.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

• 9.1 The limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the CITIC Pacific Share Incentive Plan 2011 and any other plans must not exceed 30% of the Shares in issue from time to time. No options may be granted under any plans of the Company if this will result in the limit being exceeded.

• 9.2 In addition to the limit set out in paragraph 9.1 above and prior to the approval of a Refreshed Mandate Limit (as defined below), the total number of Shares which may be issued upon exercise of all options to be granted under the CITIC Pacific Share Incentive Plan 2011 and any other plans of the Company must not in aggregate exceed 10% of the Shares in issue as at the Adoption Date (the “Initial Mandate Limit”). Options lapsed in accordance with the terms of the CITIC Pacific Share Incentive Plan 2011 will not be counted for the purpose of calculating the 10% limit.

• 9.3 The Company may by ordinary resolution of the Shareholders in general meeting refresh the Mandate Limit (i.e. the Initial Mandate Limit or the Refreshed Mandate Limit (as the case may be)) provided the Company shall issue a circular containing such information as required by the Listing Rules to the Shareholders before such approval is sought. However, the total number of Shares which may be issued upon exercise of all options to be granted under all of the plans of the Company under the limit as refreshed (the “Refreshed Mandate Limit”) must not exceed 10% of the Shares in issue as at the date of approval of the limit. Options previously granted under the plans (including those outstanding, cancelled and lapsed in accordance with any of the plans or exercised options) will not be counted for the purpose of calculating the limit as refreshed.

• 9.4 Specifically identified Eligible Participants may be granted Options beyond the Mandate Limit. The Company may in addition seek separate approval by its Shareholders in general meeting for granting Options beyond the Mandate Limit provided the Options in excess of the limit are granted only to Eligible Participants specifically identified by the Company and a circular containing such information as required by the Listing Rules is issued to the Shareholders before such approval is sought.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• 9.5 Subject to any contrary provision herein contained, the number of Options that can be granted to any Eligible Participants during any 12-month period shall be subject to the restriction that the total number of Shares issued and to be issued upon exercise of Options (whether exercised or outstanding) granted in such 12-month period must not exceed 1% of the Shares in issue. Where any further grant of Options to an Eligible Participant would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the Shares in issue, such further grant shall be subject to separate approval by the Shareholders in general meeting with the relevant Eligible Participant and his Associates abstaining from voting. Prior to seeking such approval, the Company shall issue a circular containing such information as required by the Listing Rules to the Shareholders.

• 9.6 Insofar as the Listing Rules so require, no Option may be granted to any Substantial Shareholder or independent non-executive director of the Company or any of their respective Associates if such grant will result in the Shares issued and to be issued upon exercise of all Options already granted or to be granted (including Options exercised, cancelled and outstanding) to such person under the CITIC Pacific Share Incentive Plan 2011 and any other plan(s) in the 12-month period up to and including the date of the board meeting for proposing such further grant:-

• (a) representing in aggregate over 0.1% of the issued share capital of the Company; and

• (b) having an aggregate value, based on the closing price of the Shares at the date of the board meeting for proposing such further grant, in excess of HK$5 million,

unless such further grant is approved by ordinary resolution of the Shareholders in general meeting in accordance with the Listing Rules. At such general meeting, the grant of Options to a Substantial Shareholder or an independent non-executive director of the Company, or any of their respective Associates shall, for so long and insofar as the Listing Rules to require, be approved by the Shareholders by way of poll with all Connected Persons abstaining from voting, except that any Connected Person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular to the Shareholders relating to the proposed grant.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

Insofar as the Listing Rules require, any variation of the terms of an Option granted to a Grantee who is a Substantial Shareholder or an independent non-executive director of the Company or any of their respective Associates may first be approved by ordinary resolution of Shareholders in general meeting with all Connected Persons interested in the relevant Option abstaining from voting.

• 9.7 The maximum number of Shares referred to in this paragraph 9 shall be adjusted in such manner as the Auditors or an independent financial adviser (as the case may be) shall certify in writing to be appropriate in accordance with paragraph 10 under this appendix in the event of any alteration in the capital structure of the Company, whether by way of capitalization issue, rights issue, consolidation, sub-division or reduction of the share capital of the Company.

10. REORGANISATION OF CAPITAL STRUCTURE

• 10.1 In the event of any alteration in the capital structure of the Company while any Option may become or remains exercisable, whether by way of a capitalisation issue, rights issue, consolidation or subdivision of Shares or reduction of capital, such corresponding alterations (if any) shall be made to:-

• (a) the number and/or nominal amount of Shares subject to the Option so far as unexercised; and/or

• (b) the Subscription Price; and/or

• (c) the method of exercise of the Option; and/or

• (d) the maximum number of Shares referred to in paragraph 9 above

as the Auditors or an independent financial adviser (as the case may be) shall certify in writing to the Board to be in their opinion fair and reasonable (except in the case of a capitalisation issue where no such certification shall be required), provided that:-

• (i) any such alterations shall be made on the basis that the aggregate Subscription Price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) it was before such event;

• (ii) no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (iii) the result of the adjustment will be that the Grantee will have, as nearly as possible, the same proportionate interest in equity capital of the Company as that to which he was previously entitled before the alteration in the capital structure; and

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APPENDIX I

PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• (iv) any such adjustments shall be made in compliance with Chapter 17 of the Listing Rules and such other guidelines or supplementary guidance as may be issued by the Stock Exchange from time to time.

No adjustment shall be made (except in the case of a capitalisation issue) unless the Auditors or an independent financial adviser (as the case may be) certify(ies) to the Board that it complies with sub-paragraphs (i) to (iv) above, and upon such certification the relevant adjustment shall be deemed to have taken effect at the time certified by the Auditors or an independent financial adviser as being the time of the occurrence of the matter giving rise to the adjustment.

• 10.2 For the avoidance of doubt and notwithstanding any other rule in this CITIC Pacific Share Incentive Plan 2011, the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such alterations as is set out in paragraph 10.1 above.

• 10.3 If there has been any alteration in the capital structure of the Company as referred to in paragraph 10.1 above, the Company shall, upon receipt of a notice from a Grantee in accordance with paragraph 6.3 above inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the Auditors or an independent financial adviser (as the case may be) obtained by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the Auditors or an independent financial adviser (as the case may be) as soon as practicable thereafter to issue a certificate in that regard in accordance with paragraph 10.1 above.

• 10.4 In giving any certificate under paragraph 10.1 above the Auditors or an independent financial adviser (as the case may be) shall be deemed to be acting as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final and binding.

• 10.5 The costs of the Auditors or an independent financial adviser shall be borne by the Company.

11. SHARE CAPITAL

The Company shall ensure that there is sufficient authorised but unissued share capital of the Company to meet subsisting requirements on the exercise of Options and the Board shall make available sufficient of the authorised but unissued share capital of the Company for such purpose.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

12. DISPUTES

Any dispute arising in connection with the CITIC Pacific Share Incentive Plan 2011 (whether as to the number of Shares the subject of an Option, the amount of the Subscription Price, whether an Option has vested or lapsed or otherwise) shall be referred to the decision of the Auditors or an independent financial adviser (as the case may be) who shall act as experts and not as arbitrators and whose decision shall be final and binding.

13. ALTERATION OF THE CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• 13.1 The CITIC Pacific Share Incentive Plan 2011 may be altered in any respect by resolution of the Board except that the provisions of the CITIC Pacific Share Incentive Plan 2011 as to:-

• (a) the definitions of “Eligible Participant”, “Employee”, “Grantee” and “Option Period” as set out in the section headed “Definitions” in this circular; and

• (b) the provisions of paragraphs 1, 3 (d)(ii), (iii), (iv) and (v), 4.1, 4.4, 4.7, 5, 6.1, 6.5, 7, 8, 9.1, 9.2, 9.3, 9.4, 9.5, 10.1, 10.2, this paragraph 13 and paragraph 14 under this appendix

shall not be altered to the advantage of Grantees or prospective Grantees except with the prior approval of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of Grantees contingently entitled to acquire not less than two-thirds of the Shares which would fall to be issued on full exercise of the Options outstanding at the relevant time.

• 13.2 Any alterations to the terms and conditions of the CITIC Pacific Share Incentive Plan 2011, which are of a material nature and any change to the terms of the Options granted, shall be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the CITIC Pacific Share Incentive Plan 2011.

• 13.3 The amended terms of the CITIC Pacific Share Incentive Plan 2011 shall comply with the relevant requirements of Chapter 17 of the Listing Rules from time to time.

• 13.4 Any change to the authority of the Board to alter the terms of the CITIC Pacific Share Incentive Plan 2011 must be approved by Shareholders in general meeting.

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APPENDIX I PROPOSED CITIC PACIFIC SHARE INCENTIVE PLAN 2011

• 13.5 Without prejudice to the generality of paragraph 13.1 above, the Board need not (except as described in the proviso thereto and in paragraph 13.4 above) obtain the approval of the Shareholders in general meeting for any minor changes:

• (a) to benefit the administration of the CITIC Pacific Share Incentive Plan 2011;

• (b) to comply with or take account of the provisions of any proposed or existing legislation or regulation;

• (c) to take account of any changes to any legislation or regulation; or

• (d) to obtain or maintain favourable tax, exchange control or regulatory treatment of any member of the Group or any Grantee or prospective Grantee.

or for alterations which take effect under the terms of the CITIC Pacific Share Incentive Plan 2011.

14. SUSPENSION AND TERMINATION

The Board may by resolution at any time suspend or terminate the operation of the CITIC Pacific Share Incentive Plan 2011 and in such event no further Options shall be offered whilst the CITIC Pacific Share Incentive Plan 2011 is suspended and no further Options shall be offered after the CITIC Pacific Share Incentive Plan 2011 is terminated but in all other respects the provisions of the CITIC Pacific Share Incentive Plan 2011 shall remain in full force and effect. All Options granted prior to such termination and not exercised at the date of termination shall remain valid.

15. LAW

The CITIC Pacific Share Incentive Plan 2011 and all Options granted are governed by and construed in accordance with the laws of Hong Kong.

– 23 –

APPENDIX II EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

This is an explanatory statement and memorandum of the terms of the proposed repurchases given to the Shareholders relating to a resolution to approve the Company repurchasing its own Shares (“Buyback Mandate”) to be proposed at the Annual General Meeting.

This explanatory statement contains the information required under rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision as to whether or not to vote in favour of the resolution approving the Buyback Mandate and it also forms the memorandum of the terms of the proposed repurchases given under Section 49BA(3)(b) of the Companies Ordinance.

i. SHARE CAPITAL

As at 22 March 2011, the Latest Practicable Date, the issued share capital of the Company was 3,648,688,160 Shares.

Subject to the passing of the resolution approving the Buyback Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Buyback Mandate to repurchase a maximum of 364,868,816 Shares, representing 10% of the issued share capital of the Company.

ii. SHAREHOLDER APPROVAL/TRADING RESTRICTIONS

The Listing Rules provide that all proposed repurchases of securities by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction.

iii. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from Shareholders to enable the Directors to repurchase the Shares of the Company on the market.

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets and/or earnings and/or dividend per share.

iv. FUNDING OF REPURCHASES

Repurchases must be funded out of the funds legally available for the purpose in accordance with the Company’s constitutive documents, including memorandum and articles of association, and Hong Kong laws, being profits available for distribution and the proceeds of a fresh issue of shares made for the purpose of the repurchases. It is envisaged that the funds required for any repurchase would be derived from profits available for distribution.

– 24 –

APPENDIX II EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

The Directors do not propose to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements as at 31 December 2010) in the event that the Buyback Mandate was exercised in full.

v. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date, from 1 April 2010 to 28 February 2011 and from 1 March 2011 to the Latest Practicable Date, were as follows:

			Shares
		Highest		Lowest
		HK$		HK$
2010	April	19.20		16.86
	May	16.88		12.50
	June	15.72		12.90
	July	16.22		14.12
	August	17.42		15.68
	September	18.08		15.70
	October	21.75		17.72
	November	23.00		19.06
	December	20.80		18.50
2011	January	21.85		20.00
	February	21.10		19.24
	1 March to 22 March	22.50		20.00

vi. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their Associates, have any present intention if the Buyback Mandate is exercised to sell any Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Buyback Mandate in accordance with the Listing Rules and the laws of Hong Kong.

If as the result of a repurchase of Shares a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers and Share Repurchases (“Takeovers Code”). As a result, a Shareholder, or group of Shareholders acting in concert depending on the level of increase of Shareholders’ interest, could obtain

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APPENDIX II

EXPLANATORY STATEMENT AND MEMORANDUM IN RELATION TO THE BUYBACK MANDATE

or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at 22 March 2011, the Latest Practicable Date, CITIC Group held approximately 57.52% of the issued share capital of the Company. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Buyback Mandate. The Directors have no present intention to exercise the Buyback Mandate such that the minimum amount of Shares held by the public will fall below 25% of the issued share capital of the Company, being the minimum public float requirement under the Listing Rules.

There have been no repurchases of any securities of the Company made in the previous six months (whether on the Stock Exchange or otherwise).

The Listing Rules prohibit the Company from knowingly repurchasing Shares of the Company on the Stock Exchange from a Connected Person and a Connected Person is prohibited from knowingly selling his/her Shares to the Company.

No Connected Persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

– 26 –

APPENDIX III

BIOGRAPHIES OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

The following Directors are subject to retirement by rotation and re-election in accordance with the Company’s Articles of Association. The interests in the securities of the Company of the retiring Directors are provided in the section “Directors’ Report” in the Annual Report 2010 and the Summary Financial Report 2010. The emoluments of the retiring Directors are set out in the section “Directors’ Report” under the heading “Disclosure Pursuant to Rule 13.51B(1) of the Listing Rules” in the Annual Report 2010 and Note 12 to the financial statements contained in the Annual Report 2010 and Note 3 to the summary financial statements contained in the Summary Financial Report 2010. In general, the emoluments paid to the Directors are determined with reference to the market terms and their duties and responsibilities within the Group. All the retiring directors are not appointed for a specific term but are subject to retirement by rotation at least once every three years pursuant to the Company’s Articles of Association. Save for the information as disclosed in the Company’s announcement dated 2 January 2009 and 3 April 2009, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

• Carl Yung Ming Jie, age 42, Deputy Managing Director since 2007 and a Director since 2000. He joined the Company in 1993. He is a member of the executive committee of the Company. He is the chairman of Shanghai CITIC Square Co., Ltd. and Shanghai New Westgate Garden Property Co., Ltd, an independent non-executive director of China CSSC Holdings Limited (listed on the Shanghai Stock Exchange), a director of CITIC Pacific China Holdings Limited and other group companies involved in property and special steel. He is responsible for our Hong Kong property business and also holds directorship in certain subsidiaries of CITIC Hong Kong (Holdings) Limited. Save as disclosed, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

• Kwok Man Leung, age 42, a Director since 2008. He is a non-executive director of Dah Chong Hong Holdings Limited (a subsidiary of the Company and listed on the Hong Kong Stock Exchange). He is also a director of CITIC Guoan Co., Ltd., New Hong Kong Tunnel Company Limited and other group companies involved in special steel. He joined the Company in 1993 after experience in sales and business development with a major Hong Kong listed company. He is a member of the executive committee, the investment committee and the asset and liability management committee of the Company. He was a non-executive director of CITIC Telecom International Holdings Limited (formerly CITIC 1616 Holdings Limited, a subsidiary of the Company and listed on the Hong Kong Stock Exchange) until November 2010 and a director of Adaltis Inc. (listed on the Toronto Stock Exchange until its shares were delisted on 6 August 2009) until December 2008. He obtained a Master degree in Business Administration (EMBA) from the Chinese University of Hong Kong. He is a Chartered Financial Analyst. Save as disclosed, he has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

– 27 –

APPENDIX III

BIOGRAPHIES OF RETIRING DIRECTORS OFFERING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

André Desmarais** , age 54, a director since 1997, is the president and co-chief executive officer of Power Corporation of Canada. He is also deputy chairman and a director of Power Financial Corporation as well as a director of Great-West Lifeco Inc., IGM Financial Inc. and Pargesa Holdings S.A. Formerly, he was a director of Bombardier Inc. and Groupe Bruxelles Lambert. He is a senior advisor to the International Advisory Council of China Association for the Promotion of Industrial Development. He is an officer of the Order of Canada and Ordre National du Quebec. He has no relationships with any directors, senior management or substantial or controlling shareholders of the Company.

• Executive Director

• ** Non-Executive Director

– 28 –

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Island Ballroom, Level 5, Island Shangri-La Hotel, Two Pacific Place, Supreme Court Road, Hong Kong on Thursday, 12 May 2011 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 2010.

2. To declare a final dividend for the year ended 31 December 2010.

3. To re-elect retiring Directors and to resolve not to fill up the vacated offices resulted from the retirement of Mr. Li Shilin and Mr. Wang Ande as 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 the following resolution as an Ordinary Resolution:

6. “ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of the Company which may fall to be allotted and issued by the Company under the CITIC Pacific Share Incentive Plan 2011 as referred to in the circular issued by the Company on 29 March 2011 (the “Circular”) (the terms of which are set out in a document submitted to the Annual General Meeting marked “A” and signed for the purpose of identification by the chairman of the Annual General Meeting, the principal terms of which are set out in the Circular), the CITIC Pacific Share Incentive Plan 2011 be and is hereby approved and adopted; and that the Directors be and are hereby authorized to grant options thereunder and to allot, issue and deal with the shares of the Company which fall to be issued upon exercise of the options to be granted pursuant to the CITIC Pacific Share Incentive Plan 2011 and to take all such steps as may be necessary or desirable to implement the CITIC Pacific Share Incentive Plan 2011.”

– 29 –

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT :

• A. subject to paragraph (C), a general mandate be and is hereby unconditionally granted to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to allot, issue and dispose of additional shares in the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;

• B. the mandate in paragraph (A) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• C. the aggregate nominal value 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 mandate in paragraph (A), otherwise than pursuant to (i) Rights Issue or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers, employees, consultants and/or representatives of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) the exercise of subscription rights or conversion rights under the terms of any warrants issued by the Company or any securities which are convertible into 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 pursuant to the Articles of Association of the Company from time to time, shall not exceed twenty per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution and the said mandate shall be limited accordingly;

• 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 law to be held; or

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APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

• 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.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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).”

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

2. “ THAT :

3. A. a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period all the powers of the Company to purchase or otherwise acquire shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the aggregate nominal amount of shares so purchased or otherwise acquired shall not exceed ten per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution;

4. B. 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 law 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.”

– 31 –

APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Resolutions (6) and (7) set out in the Notice convening this Meeting, the aggregate nominal amount of the shares which are purchased or otherwise acquired by the Company pursuant to Resolution (7) shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution (6).”

1. To consider as Special Business and, if thought fit, pass the following resolution as an Ordinary Resolution:

“THAT

• (a) no director’s fee be paid to each of the Executive Directors of the Company for each financial year with effect from the financial year ending 31 December 2011 until the Company in general meeting otherwise determines;

• (b) the director’s fee of each of the Non-executive Directors of the Company be fixed at HK$350,000 per annum for each financial year with effect from the financial year ending 31 December 2011 until the Company in general meeting otherwise determines, provided that such fee be payable in proportion to the period of service in the case of a Non-executive Director who has not served the entire period.”

By Order of the Board Ricky Choy Wing Kay Company Secretary

Hong Kong, 29 March 2011

Registered Office:

• 32nd Floor, CITIC Tower

• 1 Tim Mei Avenue

Central, Hong Kong

Notes:

• (i) The Register of Members will be closed from Thursday, 5 May 2011 to Thursday, 12 May 2011, both days inclusive, during which period no share transfer 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.

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APPENDIX IV

NOTICE OF ANNUAL GENERAL MEETING

• (iv) Concerning item 3 above, Messrs. Carl Yung Ming Jie, Kwok Man Leung and André Desmarais shall retire by rotation in the Annual General Meeting pursuant to Article 104(A) of the Articles of Association of the Company and they, all being eligible, shall offer themselves for re-election. Details of the above Directors are set out in Appendix III to the Circular.

• (v) Concerning item 5 above, the approval is being sought from members to adopt the CITIC Pacific Share Incentive Plan 2011.

• (vi) Concerning item 6 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 Listing Rules, 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.

• (vii) Concerning item 7 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.

• (viii) Concerning item 8 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.

• (ix) Concerning item 9 above, the approval is being sought from members to approve the change in directors’ fees.

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