CITIC Limited - Proxy Solicitation & Information Statement 2013

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 a licensed securities dealer, 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 to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 11 of this circular. A letter of advice from the Independent Financial Adviser (as defined herein) containing its advice and recommendation to the Independent Board Committee (as defined herein) and the Independent Shareholders (as defined herein) is set out on pages 14 to 24 of this circular. A letter from the Independent Board Committee is set out on pages 12 to 13 of this circular.

A notice convening the EGM of CITIC Pacific to be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 4 December 2013 at 12:00 noon is set out on pages 39 to 40 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the registered office of CITIC Pacific 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 EGM or adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

15 November 2013

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM	THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	12
LETTER FROM	THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	14
APPENDIX I	– VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
APPENDIX II	– GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	32
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		39

– i –

DEFINITIONS

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

“associate(s)”
has the meaning ascribed to it by the Listing Rules;
“Board” the board of Directors;
“business day”
any day on which the Stock Exchange is open for the business of dealing in securities;
“CITIC Bank”
China CITIC Bank Corporation Limited (中信銀行股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the shares of which are listed on the Stock Exchange;
“CITIC Construction”
CITIC Construction Co., Ltd. * (中信建設有限責任公司), a limited liability company established in the PRC, an indirect wholly-owned subsidiary of CITIC Group Corporation;
“CITIC Group Corporation”
中國中信集團有限公司 (CITIC Group Corporation), a wholly state-owned enterprise established under the laws of the PRC, which indirectly owned approximately 57.51% shareholding interest in CITIC Pacific as at the Latest Practicable Date;
“CITIC Pacific”
CITIC Pacific Limited (中信泰富有限公司), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange;
“connected person”
has the meaning ascribed to it by the Listing Rules;
“Directors”
the directors of CITIC Pacific;
“Disposal”
the sale of the Property by Shanghai Xintai to CITIC Bank pursuant to the Framework Agreement;
“EGM”
the extraordinary general meeting of CITIC Pacific to be convened and held on Wednesday, 4 December 2013, including any adjournment thereof;
“Escrow Account”
a bank account maintained by Shanghai Xintai with CITIC Bank for receiving funds in respect of the Property under the supervision of CITIC Bank;
“Escrow Agreement”
the escrow agreement in relation to the use of funds in the Escrow Account to be entered into between Shanghai Xintai and CITIC Bank within seven days after the Framework Agreement becomes effective;

– 1 –

DEFINITIONS

“Framework Agreement”
“Group”
“HK$”
“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser”
“Independent Shareholders”
“Land”
“Latest Practicable Date”
“Listing Rules”
“m[2] ”
“percentage ratio(s)”
the framework agreement entered into between Shanghai Xintai and CITIC Bank on 29 October 2013 in relation to the Disposal;
CITIC Pacific and its subsidiaries or, where the context so requires, any of them;
Hong Kong dollars, the lawful currency of Hong Kong;
the Hong Kong Special Administrative Region of the PRC;
a committee of the Board, comprising all the independent non-executive Directors, namely Messrs Alexander Reid Hamilton, Gregory Lynn Curl, Francis Siu Wai Keung and Dr. Xu Jinwu, constituted to make recommendations to the Independent Shareholders on the fairness and reasonableness of the terms of the Disposal;
Somerley Limited, a corporation licensed by the Securities and Futures Commission to conduct type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, to make recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Disposal;
Shareholders other than CITIC Group Corporation and its associates;
a piece of land (B03B-03) located at Lot 66/19, Block 503, Shanggangxincunjiedao, Pudong New Area, Shanghai, PRC, with a site area of 9,163 m[2] ;
12 November 2013, being the latest practicable date prior to the printing of this circular, for ascertaining certain information for inclusion in this circular;
the Rules Governing the Listing of Securities on the Stock Exchange;
square meters;
has the meaning ascribed to it by the Listing Rules;

– 2 –

DEFINITIONS

“PRC”

the People’s Republic of China;

“Property”

the commercial and office development with an estimated gross floor area of 45,815 m[2] , the underground commercial and culture entertainment development with an estimated gross floor area of 2,000 m[2] and approximately 400 underground parking spaces;

“RMB” Renminbi, the lawful currency of the PRC;
“SFO”
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

“Shanghai Xintai” Shanghai Xintai Property Company Limited * (上海信泰置業有限公司), a limited liability company established in the PRC which is owned as to 99.2% by Yangzhou Xintai and as to 0.8% by CITIC Construction, and an indirect non-wholly-owned subsidiary of CITIC Pacific;

“Share(s)” share(s) of HK$0.40 each in the share capital of CITIC Pacific;
“Shareholder(s)” the shareholder(s) of CITIC Pacific;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)” has the meaning ascribed to it by the Listing Rules;
“substantial shareholder(s)” has the meaning ascribed to it by the Listing Rules; “working day” any day on which commercial banks in the PRC are open for business;
“Yangzhou Xintai”

Yangzhou Xintai Property Development Company Limited * (揚州信泰房地產開發有限公司), a limited liability company established in the PRC, an indirect wholly-owned subsidiary of CITIC Pacific; and

“%” per cent.

In this circular, the conversions of RMB into Hong Kong dollars have been made at a rate of RMB1 to HK$1.26. Such conversions are for reference only and should not be construed as representations that the RMB amount could be converted into HK$ amount.

For identification purposes only

– 3 –

LETTER FROM THE BOARD

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

Directors: Chang Zhenming (Chairman) Zhang Jijing ( President ) Vernon Francis Moore ( Chief Financial Officer ) Liu Jifu André Desmarais Ju Weimin Yin Ke Carl Yung Ming Jie Alexander Reid Hamilton [#] Gregory Lynn Curl [#] Francis Siu Wai Keung [#] Dr. Xu Jinwu [#] Peter Kruyt [^]

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

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

15 November 2013

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK AND NOTICE OF EGM

INTRODUCTION

CITIC Pacific announced on 29 October 2013 that Shanghai Xintai, an indirect non-wholly-owned subsidiary of CITIC Pacific, entered into the Framework Agreement with CITIC Bank, pursuant to which Shanghai Xintai agreed to sell and CITIC Bank agreed to purchase the Property for a consideration of RMB2,500 million (equivalent to approximately HK$3,150 million).

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with, among other things, (i) further details of the Framework Agreement and the transactions contemplated therein; (ii) recommendations from the Independent Board Committee to the Independent Shareholders; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) the enclosed notice of the EGM.

SUMMARY OF THE FRAMEWORK AGREEMENT

Date: 29 October 2013

Parties:

(1) Shanghai Xintai, an indirect non-wholly-owned subsidiary of CITIC Pacific, as the seller
(2) CITIC Bank, a subsidiary of CITIC Group Corporation (being the controlling shareholder of CITIC Pacific), as the purchaser

Asset to be disposed of

The Property to be constructed at Lot 66/19, Block 503, Shanggangxincunjiedao, Pudong New Area, Shanghai, PRC, further information of which is set out in the paragraph headed “Information about the Property” below.

Conditions to effectiveness of the Framework Agreement

The Framework Agreement shall become effective upon the independent shareholders of CITIC Pacific having approved the Disposal.

Pursuant to the Framework Agreement, Shanghai Xintai and CITIC Bank shall enter into the Escrow Agreement in relation to the use of funds in the Escrow Account within seven days after the Framework Agreement becomes effective, that is, after Independent Shareholders having approved the Disposal.

Consideration

The consideration payable by CITIC Bank for acquisition of the Property amounts to RMB2,500 million (equivalent to approximately HK$3,150 million), payable in the following manner:

(i) RMB625 million (equivalent to approximately HK$788 million), representing 25% of the consideration, shall be paid into the Escrow Account within 10 working days after the Framework Agreement, the Escrow Agreement or analogous legal documentation having become effective (whichever is later);
(ii) RMB1,375 million (equivalent to approximately HK$1,733 million), representing 55% of the consideration, shall be paid into the Escrow Account within 15 working days after CITIC Bank has received a completion acceptance report and a written notice in respect of completion of construction of the main structure of the Property issued by the supervision company engaged by Shanghai Xintai;

– 5 –

LETTER FROM THE BOARD

(iii) RMB125 million (equivalent to approximately HK$158 million), representing 5% of the consideration, shall be paid into the Escrow Account within 15 working days after CITIC Bank has received a written notice from Shanghai Xintai in respect of completion of the Property;
(iv) RMB250 million (equivalent to approximately HK$315 million), representing 10% of the consideration, shall be paid into the Escrow Account within 45 working days after CITIC Bank has received a written notice of completion of inspection of the Property from Shanghai Xintai or within 15 working days after Shanghai Xintai has dealt with the rectification request (if any) raised by CITIC Bank and CITIC Bank has accepted the rectification by way of written confirmation, whichever is later; and
(v) the remaining balance of RMB125 million (equivalent to approximately HK$158 million), representing 5% of the consideration, shall be paid into an account designated by Shanghai Xintai within 15 working days after CITIC Bank has received the property registration certificate in respect of the Property issued in the name of CITIC Bank.

The abovementioned stage payments into escrow will enable the Group to cover in full the cost of construction for the main structure of the Property by utilising the first payment into escrow. Subsequent payments into escrow are triggered by the further stages in construction and by the time the second payment into escrow is made after certification that the main structure has been completed, that amount is expected to cover in full the costs for internal renovation and external works and effectively complete the construction of the Property. The third payment into escrow is expected to cover in full expected costs to be incurred for the rectification requests which may be raised by CITIC Bank.

The consideration is subject to adjustment upon the determination of the final gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate. In the event that the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is less than 47,815 m[2] (being the estimated gross floor area of the commercial and office development and the underground commercial and culture entertainment development) and the difference is greater than 0.8%, Shanghai Xintai shall return to CITIC Bank the amount corresponding to the portion of shortfall in gross floor area which exceeds 0.8% and which is calculated on the basis of RMB50,000 (equivalent to approximately HK$63,000) per m[2] and such amount can be deducted directly from the balance of the consideration payable to Shanghai Xintai. No adjustment to the consideration will be made if (a) the gross floor area of the commercial and office development and the underground commercial and culture entertainment development, or the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is greater than 47,815 m[2] ; or (b) the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is less than 47,815 m[2] and the difference is less than 0.8% (inclusive of 0.8%).

– 6 –

LETTER FROM THE BOARD

The consideration was determined after arm’s length negotiations between Shanghai Xintai and CITIC Bank with reference primarily to the indicative valuation of the Property prepared by DTZ Debenham Tie Leung Limited, an independent professional valuer, being RMB2,495 million (equivalent to approximately HK$3,144 million) as at 31 August 2013. The text of the final valuation report issued by such valuer is set forth in Appendix I to this circular.

In the event that (a) Shanghai Xintai fails to transfer the Property to CITIC Bank; or (b) CITIC Bank fails to pay all or any part of the consideration to Shanghai Xintai; or (c) any party terminates the Framework Agreement without the prior consent of the other party, the defaulting party shall pay a penalty being 10% of the aggregate consideration to the non-defaulting party.

Delivery of the Property

Based on the Group’s expectation of the funding requirements and payment stages of the consideration into the Escrow Account as set out in the paragraph headed “Summary of the Framework Agreement – Consideration” above, the Group does not expect to require any project financing to complete the construction and delivery of the Property to CITIC Bank but will continue to monitor its options and may do so to ensure the overall financial arrangements are optimum for the Group. Nevertheless, as part of the commercial negotiations of the Framework Agreement, Shanghai Xintai agreed that to the extent it requires project financing for the purpose of completing the construction of the Property, CITIC Bank has the first right to offer such project financing under the same terms which may be available to Shanghai Xintai from other third parties. The Group believes that this first right, predicated upon the terms being the same or better than those from third parties is in the interests of the Group because the Group is not obliged to accept such terms unless those offered by CITIC Bank are the same or better, thereby giving the Group additional options in financing.

It is agreed in the Framework Agreement that Shanghai Xintai will deliver, together with the Property, the underground car park spaces at no additional consideration payable by CITIC Bank. The actual number of car park spaces which may be built are subject to governmental approval. Based on an estimate of car parks there may be, the property valuer has attributed a value of RMB38 million (equivalent to approximately HK$48 million) (as if the Property has been completed), representing 1.52% of the entire valuation of the Property. The Group has been advised that the title to the underground car park spaces will involve a separate property registration certificate to be issued and the transfer of the underground car park spaces, which will be documented by a separate written agreement, cannot be made until the relevant property registration certificate in connection with the underground car park spaces is issued after completion of their construction.

– 7 –

LETTER FROM THE BOARD

Use of proceeds

Unless otherwise agreed by CITIC Bank, Shanghai Xintai shall only use the proceeds from the Disposal maintained in the Escrow Account for payments for expenses in connection with the construction works. Upon completion of the Property and acceptance of delivery by CITIC Bank, all remaining funds from the Escrow Account will be released to Shanghai Xintai. The Group expects to use the balance of such proceeds as working capital and to fund new projects should the opportunity arises.

Information about the Property

Upon completion of the construction (which is currently expected to be in 2016), the Property will be a fifteen-storey commercial and office development and a four-level underground commercial and culture entertainment development with an estimated total gross floor area of 47,815 m[2] located at Shanggangxincunjiedao, Pudong New Area, Shanghai, PRC.

As disclosed in the announcement of CITIC Pacific dated 20 November 2012, CITIC Pacific acquired 99.2% equity interest in Shanghai Xintai which owns two pieces of land located in Area B of Shanghai World Expo site, of which the Land forms part, by way of capital injection. According to the land use right contract signed with Shanghai Municipal Planning and Land Resources Administration Bureau, the permitted use of the Land is that it may only be used for sale or lease to CITIC Group Corporation’s companies. The Disposal is therefore in compliance with the permitted use of the Land.

The original acquisition cost attributable to the Land of CITIC Pacific was approximately RMB972 million (equivalent to approximately HK$1,225 million). According to the valuation report issued by DTZ Debenham Tie Leung Limited, an independent professional valuer, as set forth in Appendix I to this circular, the value of the Property as at 31 August 2013 (as if the Property has completed construction) was valued at RMB2,495 million (equivalent to approximately HK$3,144 million). As the Property is in a preliminary stage of development and completion of the construction of the Property is currently expected to be in 2016, the book value of the Property (being the original acquisition cost attributable to the Land and related construction costs for the Property to be built on it) was approximately RMB1,022 million (equivalent to approximately HK$1,288 million) as at 30 September 2013.

Subject to the adjustment to the consideration upon the determination of the final gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate, and based on the management’s current estimation of the construction and development costs of the Property and the original acquisition cost attributable to the Land of approximately RMB972 million (equivalent to approximately HK$1,225 million), the Group is expected to record an estimated profit attributable to CITIC Pacific of approximately RMB330 million (equivalent to approximately HK$416 million) upon completion of the Disposal.

– 8 –

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Property is located in the Shanghai World Expo site and CITIC Pacific understands that Shanghai Government has plans to develop such site as a new prime business district of Shanghai. Taking into account CITIC Pacific’s own requirements for office and commercial space, the expected return on investment in the Property, and that effectively the transaction provides full financing for the construction of the Property together with an economic gain upon completion of construction, CITIC Pacific considers that the Disposal represents a good opportunity to cement the realisation of such gain.

None of the Directors has a material interest in the Framework Agreement. Accordingly, none of them was required to abstain from voting on the board resolutions for considering and approving the Framework Agreement. However, so as to avoid the perception of a conflict of interest, Mr. Chang Zhenming who is a director of both CITIC Pacific and CITIC Bank abstained from voting on the relevant board resolution to approve the Framework Agreement. Mr. Ju Weimin (who resigned as a director of CITIC Bank as of 28 October 2013) also abstained from voting on the above board resolution.

GENERAL

Shanghai Xintai is an indirect non-wholly-owned subsidiary of CITIC Pacific. It is principally engaged in property development and investment and provision of property management services.

The Group’s operational focus is on the PRC, both the mainland and Hong Kong. Its major businesses are special steel, iron ore mining and property development in the PRC. Other businesses include energy and civil infrastructure. CITIC Pacific also holds a controlling interest in Dah Chong Hong Holdings Limited and 41.44% interest in CITIC Telecom International Holdings Limited.

CITIC Bank is a national commercial bank in the PRC providing a full range of financial products and services to customers nationwide, with corporate banking, personal banking and treasury capital market operations being its principal business activities.

LISTING RULES IMPLICATIONS

CITIC Bank is a subsidiary of CITIC Group Corporation, which is the controlling shareholder of CITIC Pacific. Accordingly, CITIC Bank is a connected person of CITIC Pacific. As the highest applicable percentage ratio in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable and connected transaction for CITIC Pacific. The Disposal is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules. As of the Latest Practicable Date, CITIC Group Corporation through its associates, details of which are set out in Appendix II to this circular, owned 2,098,736,285 Shares, which represent approximately 57.51% shareholding interest in CITIC Pacific. Such associates are required to abstain from voting on the resolution approving the transactions contemplated under the Framework Agreement.

– 9 –

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising Messrs Alexander Reid Hamilton, Gregory Lynn Curl, Francis Siu Wai Keung and Dr. Xu Jinwu, being all the independent non-executive Directors, has been established to advise the Independent Shareholders as to whether the terms of the Disposal are fair and reasonable and whether the Disposal is in the interests of CITIC Pacific and the Shareholders as a whole, after taking into account the recommendations of the Independent Financial Adviser. CITIC Pacific has appointed the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders as to whether the terms of the Disposal are fair and reasonable and whether the Disposal is in the interests of CITIC Pacific and the Shareholders as a whole.

EGM

A notice convening the EGM is set out on pages 39 to 40 of this circular. At the EGM, resolution will be proposed to approve the Disposal.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). The Chairman of the EGM will demand a poll on the resolution proposed at the EGM. The results of the poll will be published on the websites of CITIC Pacific and the Stock Exchange on the day of the EGM.

A proxy form for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return the same at the registered office of CITIC Pacific 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 EGM or adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM if you so wish.

RECOMMENDATION

Having noted and considered the reasons stated under the section headed “Reasons for and Benefits of the Disposal”, the Directors (including the independent non-executive Directors whose views have been set out in this circular after taken into consideration the advice of the Independent Financial Adviser) consider that the terms of the Disposal are fair and reasonable and in the interests of CITIC Pacific and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the relevant resolutions to approve the Disposal.

– 10 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the letter from the Independent Board Committee, the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the information set out in the appendices to this circular.

Yours faithfully, By order of the Board CITIC Pacific Limited Chang Zhenming Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee, setting out its recommendation to the Independent Shareholders in relation to the Disposal, prepared for the purpose of inclusion in this circular.

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

15 November 2013

To the Independent Shareholders,

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK

We refer to the circular issued by CITIC Pacific to the Shareholders of even date (the “Circular”) of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed as the Independent Board Committee to consider and to advise you as to the fairness and reasonableness of the terms of the Disposal and the transactions contemplated thereunder and to recommend whether or not the Independent Shareholders should approve them. Somerley Limited has been appointed as the Independent Financial Adviser to advise you and us in this regard. Details of the independent advice of the Independent Financial Adviser, together with the principal factors and reasons the Independent Financial Adviser has taken into consideration, are set out on pages 14 to 24 of the Circular.

RECOMMENDATION

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders which contains its advice to us in relation to the Disposal.

Having taken into account principal factors and reasons considered by, and the opinion of, the Independent Financial Adviser as stated in its letter of advice, we consider

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

the terms of the Disposal to be fair and reasonable so far as the interests of the Independent Shareholders are concerned and to be in the interests of CITIC Pacific and the Shareholders as a whole. We therefore recommend the Independent Shareholders to support and to vote in favour of the relevant resolution(s) to approve the Disposal.

Yours faithfully, For and on behalf of Independent Board Committee of CITIC Pacific Limited Alexander Reid Hamilton Gregory Lynn Curl Francis Siu Wai Keung Xu Jinwu

Independent Non-executive Directors

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter from Somerley Limited, containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Disposal, prepared for the purpose of inclusion in this circular.

==> picture [32 x 33] intentionally omitted <==

SOMERLEY LIMITED

20th Floor China Building 29 Queen’s Road Central Hong Kong

15 November 2013

The Independent Board Committee and the Independent Shareholders CITIC Pacific Limited 32nd Floor CITIC Tower 1 Tim Mei Avenue Central Hong Kong

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in connection with the proposed disposal of the Property pursuant to the Framework Agreement by Shanghai Xintai, an indirect non-wholly-owned subsidiary of CITIC Pacific, to CITIC Bank, a subsidiary of CITIC Group Corporation, being the controlling shareholder of CITIC Pacific. Details of the Framework Agreement are contained in the circular to the Shareholders dated 15 November 2013 (the “Circular” ), of which this letter forms a part. Unless otherwise defined, terms used in this letter shall have the same meanings as defined in the Circular.

CITIC Bank is a connected person of CITIC Pacific by virtue of CITIC Bank being a subsidiary of CITIC Group Corporation, which is the controlling shareholder of CITIC Pacific. As the highest applicable percentage ratio in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable and connected transaction for CITIC Pacific. The Disposal is therefore subject to the reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules. CITIC Group Corporation and its associates are required to abstain from voting on the resolution approving the transactions contemplated under the Framework Agreement.

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising all the independent non-executive Directors namely, Messrs Alexander Reid Hamilton, Gregory Lynn Curl, Francis Siu Wai Keung and Dr. Xu Jinwu, has been established to advise the Independent Shareholders regarding the fairness and reasonableness of the terms of the Disposal and to make a recommendation to the Independent Shareholders as to voting. We, Somerley, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

We are not connected with CITIC Pacific, CITIC Bank, their respective substantial shareholders and/or associates and accordingly are considered eligible to give independent financial advice on the above matters. Apart from the normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from CITIC Pacific, CITIC Bank, their respective substantial shareholders and/or associates.

In formulating our opinion and recommendation, we have reviewed, amongst others, the Framework Agreement, the Escrow Agreement, the valuation report in respect of the Property dated 15 November 2013 prepared by DTZ Debenham Tie Leung Limited (the “Independent Property Valuer” ) set out in Appendix I to the Circular (the “Valuation Report” ), the half-year report of CITIC Pacific for the six months ended 30 June 2013 (the “Half-Year Report” ), the annual report of CITIC Pacific for the year ended 31 December 2012 (the “Annual Report” ) and the information contained in the Circular. We have discussed the valuation methodology and the bases and assumptions used in the Valuation Report with the Independent Property Valuer. We have also discussed with the management of the Group the business and future prospects of the Group as they may be affected by the Disposal.

We have relied on the information and facts supplied, and the opinions expressed, by the Directors and the management of the Group, which we have assumed to be true, accurate, complete and not misleading in all material aspects as at the date of this letter and to remain so at the date of the EGM. We have sought and received confirmation from the Directors and management of the Group that no material facts have been omitted from the information supplied and opinions expressed by them to us. We consider that the information which we have received is sufficient for us to reach our advice and recommendation as set out in this letter and to justify our reliance on such information. We have no reason to doubt the truth, accuracy or completeness of the information provided to us or to believe that any material information has been omitted or withheld. We have not, however, conducted any independent investigation into the business and affairs of the Group, Shanghai Xintai or CITIC Bank nor have we carried out any independent verification of the information supplied.

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS TAKEN INTO ACCOUNT

In arriving at our opinion as to (i) whether the Disposal is in the ordinary and usual course of business of the Group; (ii) whether the Disposal is on normal commercial terms; (iii) whether the terms of the Framework Agreement are fair and reasonable so far as the Independent Shareholders are concerned; and (iv) whether the Disposal is in the interests of CITIC Pacific and the Shareholders as a whole, we have taken into account the following principal factors and reasons:

1. Business of the Group

CITIC Pacific is a diversified company with a focus on three main businesses: special steel, iron ore mining and property development in mainland China. Other businesses of the Group include energy and civil infrastructure. CITIC Pacific also holds a controlling interest in Dah Chong Hong Holdings Limited and 41.44% interest in CITIC Telecom International Holdings Limited.

Special Steel

With an annual production capacity of 9 million tonnes, CITIC Pacific’s special steel business is the largest dedicated manufacturer of special steel in the PRC. Major products include special steel wires and bars, medium-to-thick wall seamless steel tubes, special plates and special forging steel. Currently, over 80% of the special steel products are sold domestically to customers in the auto components, machinery manufacturing, shipbuilding, power generation, oil and petrochemical industries.

Iron ore mining

The iron ore mine project run by Sino Iron Pty Ltd ( “Sino Iron” ), a wholly owned subsidiary of CITIC Pacific, is the largest magnetite iron ore development project in Australia and, when completed, will have six production lines with the capacity to produce a total of 24 million tonnes of magnetite concentrate a year. Sino Iron has dedicated infrastructure facilities that include a power station, a desalination plant and a large scale port.

Property

CITIC Pacific focuses on developing medium and large scale projects in mainland China. Properties are located in prime areas of Shanghai and major cities in the Yangtze River delta area and Hainan Province. Some key projects currently under development include a resort in Hainan Island, the Lu Jia Zui new financial district project and residential projects in Jiading and Qingpu in Shanghai.

From time to time, CITIC Pacific sells its developments on completion and the Disposal was foreshadowed in the 2012 Announcement (as defined below). Therefore, we consider the Disposal is in the ordinary and usual course of business of the Group.

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. The Property

The Property is located in the Shanghai World Expo site. CITIC Pacific understands that Shanghai Government has plans to develop this site as a new prime business district of Shanghai. A map of the Property is set out below:

==> picture [246 x 232] intentionally omitted <==

----- Start of picture text -----

B03B-01 B03B-03
The Property
B02B-03
CITIC Pacific’s
B03B-02 Shanghai office
Bocheng Road
2nd Planned Road
1st Planned Road Expo Hall Road
----- End of picture text -----

As disclosed in the announcement of CITIC Pacific dated 20 November 2012 (the “ 2012 Announcement ”), CITIC Pacific acquired 99.2% equity interest in Shanghai Xintai which owns two pieces of land located in Area B of the Shanghai World Expo site. Shanghai Xintai plans to build two office towers on the site with total gross floor area of 57,666m[2] and an underground shopping mall with gross floor area of 2,000m[2] . According to the land use right contract dated 10 July 2012 entered into between Shanghai Xintai and Shanghai Municipal Planning and Land and Resources Administration Bureau (上海市規劃和國土資源管理局), there is a special covenant in the land use right contract which limits the use of the Land to CITIC Group Corporation Shanghai headquarters (including CITIC Group Corporation’s branches, subsidiaries, holding companies and other related enterprises). It was therefore intended that the smaller office tower with gross floor area of 11,851m[2] will be used as CITIC Pacific’s Shanghai office in the PRC to consolidate all CITIC Pacific’s operating units which are located in Shanghai, while the other office tower and the shopping mall, i.e. the Property, would be either for sale or lease to CITIC Group Corporation’s companies. The Disposal is therefore consistent with the intention of the Company as stated in the 2012 Announcement and in compliance with the permitted use of the Land as prescribed by the land use right contract.

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Property is currently expected to be completed in 2016. Upon completion, it will be a fifteen-storey commercial and office development with an estimated total gross floor area of 45,815m[2] and a four-level underground commercial and culture entertainment development with an estimated total gross floor area of 2,000 m[2] and approximately 400 underground parking spaces. Given the Land is only permitted to be used for sale or lease to CITIC Group Corporation’s companies, the Directors consider that it is in the interest of CITIC Pacific to lock in the buyer for the Property at an early stage of development of the Property.

3. Principal terms of the Framework Agreement

Pursuant to the Framework Agreement, Shanghai Xintai has conditionally agreed to sell and CITIC Bank has conditionally agreed to purchase the Property for a consideration of RMB2,500 million (equivalent to approximately HK$3,150 million). The consideration was determined after arm’s length negotiations between Shanghai Xintai and CITIC Bank with reference primarily to the valuation of the Property as at 31 August 2013 prepared by the Independent Property Valuer, being RMB2,495 million (equivalent to approximately HK$3,144 million). Independent Shareholders’ attention is drawn to the Valuation Report set out in Appendix I to the Circular.

(i) Payment terms of consideration

The consideration is payable in the following manner:

		Expected		% of
	Events	payment year of	Consideration	Consideration
			(RMB’million)
(i)	Within 10 working days after the Framework	2013	625	25%
	Agreement, the Escrow Agreement or analogous		(equivalent to
	legal documentation has become effective		approximately
	(whichever is later)		HK$788 million)
(ii)	Within 15 working days after CITIC Bank has	2015	1,375	55%
	received a completion acceptance report and a		(equivalent to
	written notice in respect of completion of		approximately
	construction of the main structure of the		HK$1,733 million)
	Property issued by the supervision company
	engaged by Shanghai Xintai
(iii)	Within 15 working days after CITIC Bank has	2016	125	5%
	received a written notice from Shanghai Xintai in		(equivalent to
	respect of completion of the Property		approximately
			HK$158 million)
(iv)	Within 45 working days after CITIC Bank has	2016	250	10%
	received a written notice of completion of		(equivalent to
	inspection of the Property from Shanghai Xintai		approximately
	or within 15 working days after Shanghai Xintai		HK$315 million)
	has dealt with any rectification request raised by
	CITIC Bank and CITIC Bank has accepted the
	rectification by way of written confirmation,
	whichever is later

– 18 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

		Expected		% of
	Events	payment year of	Consideration	Consideration
			(RMB’million)
(v)	Within 15 working days after CITIC Bank has	2017	125	5%
	received the property registration certificate in		(equivalent to
	respect of the Property issued in the name of		approximately
	CITIC Bank		HK$158 million)
	Total		2,500	100%
			(equivalent to
			approximately
			HK$3,150 million)

Note: Items (i) to (iv) shall be paid into the Escrow Account for payment of expenses in connection with the construction works and item (v) shall be paid into an account designated by Shanghai Xintai.

The consideration is subject to adjustment upon the determination of the final gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate. In the event that the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is less than 47,815m[2] (being the estimated gross floor area of the commercial and office development and the underground commercial and culture entertainment development) and the difference is greater than 0.8%, Shanghai Xintai shall return to CITIC Bank the amount corresponding to the portion of shortfall in gross floor area which exceeds 0.8% and which is calculated on the basis of RMB50,000 (equivalent to approximately HK$63,000) per m[2] and such amount can be deducted directly from the balance of the consideration payable to Shanghai Xintai. No adjustment to the consideration will be made if (a) the gross floor area of the commercial and office development and the underground commercial and culture entertainment development, or the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is greater than 47,815m[2] ; or (b) the total gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate is less than 47,815m[2] and the difference is less than or equivalent to 0.8%.

(ii) Conditions to effectiveness of the Framework Agreement

The Framework Agreement shall become effective upon the independent shareholders of CITIC Pacific having approved the Disposal.

– 19 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Delivery of the Property

The Framework Agreement sets out detailed specifications of the Property upon delivery including the superstructure (i.e. foundations, floors and roof) and the use of raw materials for curtain walls, interior and fitting out, lifts, etc. Furniture and conference systems and related facilities are excluded. It is expected that the Property will be developed into Grade-A premises.

It is expected that Shanghai Xintai shall deliver the Property to CITIC Bank on or before 30 June 2016, by which time, among other things, (a) the Property shall have satisfied the requirements as set out in the Framework Agreement; and (b) Shanghai Xintai and CITIC Bank shall have entered into the formal property sale and purchase agreement in respect of the Property (excluding the underground parking spaces). Upon the issuance of the relevant property registration certificate in respect of the underground car park spaces, Shanghai Xintai and CITIC Bank will enter into another agreement in connection with the transfer of the underground parking spaces.

4. Funding of construction

We have visited the Land and note the Land remains a land parcel with little development so far. However, we understand that the construction work is due to start soon and most of the expenses for construction of the Property will have been incurred before the end of 2015.

Pursuant to the payment schedule as set out in the Framework Agreement, 95% of the consideration is to be paid by CITIC Bank into the Escrow Account before completion and delivery of the Property. Unless otherwise agreed by CITIC Bank, Shanghai Xintai shall use the payments maintained in the Escrow Account for payments of expenses in connection with the construction works. CITIC Pacific expects that these arrangements will effectively provide full financing for the construction of the Property. Upon completion of the Property and acceptance of delivery by CITIC Bank, all remaining funds from the Escrow Account will be released to Shanghai Xintai. The Group expects to use the balance of such proceeds as working capital and to fund new projects should the opportunity arise.

Based on the working capital projection provided by the management of the Group, the stage payments of the Consideration by CITIC Bank will be sufficient to finance the construction of the Property from time to time until its completion and delivery to CITIC Bank in 2016. Although no project financing is expected to be required, Shanghai Xintai has agreed that to the extent it requires project financing for the purpose of completing the construction of the Property, CITIC Bank has the first right to offer such project financing for the construction of the Property under the same terms which may be available to Shanghai Xintai from other third parties.

– 20 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Property valuation

In order to assess the valuation of the Property, we have reviewed the Valuation Report and have conducted an interview with the Independent Property Valuer to discuss and review the methodology, bases and assumptions adopted and assumptions made in arriving at the valuation of the Property. As stated in the Valuation Report, the Independent Property Valuer has valued the Property based on the assumption that the Property will be completed according to the development scheme, and the valuation was made by direct comparison method by making reference to comparable sales evidence as available in the relevant market. The Independent Property Valuer considers that the direct comparison method is the most appropriate valuation method for the Property as the Property is a commercial and office development located in a central location in Shanghai where transparent market price information is readily available. We understand that the direct comparison method is a commonly adopted approach for property valuation.

In arriving at the appraised value for the Property using the direct comparison method, the Independent Property Valuer generally starts the process by collecting and analysing the recent transactions of properties which are similar to the subject properties and market comparables located in the vicinity of the subject properties. The main market comparables available for the comparison and analysis are (i) in respect of offices, 綠地濱江國際中心 (Greenland Riverside International Center), 東方金融廣場 (Eastern Financial Plaza), 浦東保利廣場 (Pudong Poly Plaza) and 浦東金融廣場2號樓 (Pudong Oriental Financial Plaza Tower 2); (ii) in respect of retail shops, 東方金融廣場 (Eastern Financial Plaza), 綠地匯中心 (Green Health Center) and 海珀府邸 (Haipo Mansion); and (iii) in respect of car parking spaces, 二十一世紀大廈 (21st Century Building), 陸家嘴花園 (Lujiazui Garden) and 世茂濱江花園 (Shimao Riviera Garden). Adjustments have then been made to the collected market comparables to reflect the difference between the market comparables and the Property in terms of, among others, location, age, size and building quality. We note that the above valuation bases and assumptions as adopted by the Independent Property Valuer are customary bases and assumptions adopted in direct comparison method.

Based on the above, we consider that the methodology, bases and assumptions adopted by the Independent Property Valuer in arriving at the valuation of the Property are appropriate.

Having considered that (i) the direct comparison method as adopted by the Independent Property Valuer in the Valuation Report is a commonly adopted approach for property valuation; (ii) valuation bases and assumptions as adopted by the Independent Property Valuer are customary bases and assumptions adopted in direct comparison method; and (iii) the consideration for the Disposal was determined after arm’s length negotiations between Shanghai Xintai and CITIC Bank with reference primarily to the valuation of the Property prepared by the Independent Property Valuer, we are of the view that the Disposal is on normal commercial terms.

– 21 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Financial effects of the Disposal

(i) Earnings

As stated in the ‘‘Letter from the Board’’ in the Circular, subject to the adjustment to the consideration upon the determination of the final gross floor area of the Property (excluding the underground parking spaces) as stated in the relevant property registration certificate, based on the management’s current estimation of the construction and development costs of the Property and the original acquisition cost attributable to the Land of CITIC Pacific of approximately RMB972 million (equivalent to approximately HK$1,225 million), the Group is expected to record an estimated profit attributable to CITIC Pacific of approximately RMB330 million (equivalent to approximately HK$416 million) (subject to audit) upon completion of the Disposal. This is only a rough estimate of the gain from the Disposal. The actual gain that the Group will be able to realise will primarily depend on (i) the actual construction and development costs of the Property and the original acquisition cost of the Land on the date of completion of the Disposal; and (ii) the determination of the final gross floor area of the Property as stated in the relevant property registration certificate.

(ii) Net asset value

Upon completion of the Disposal, the Group’s net asset value is expected to increase by approximately RMB330 million (equivalent to approximately HK$416 million) (subject to audit), being the aforesaid estimated profit attributable to CITIC Pacific upon completion of the Disposal.

(iii) Net debt and working capital

As at 30 June 2013, the Group was in a net debt position of HK$84,580 million, representing a total debt (comprising bank loans, other loans and overdrafts and long term borrowings) of HK$118,265 million less cash and bank deposits of HK$33,685 million. The leverage ratio of the Group, which is calculated as net debt divided by total capital, as at 30 June 2013 was 46% representing a reduction of 4% from its leverage ratio of 50% as at 31 December 2012. Pursuant to the Framework Agreement, the consideration will be satisfied in cash in the manner as set out in the sub-section headed under “(i) Payment terms of consideration” in the section headed “3. Principal terms of the Framework Agreement” above. The consideration maintained in the Escrow Account is expected to fully fund the construction costs of the Property. Upon completion of the Property and acceptance of delivery by CITIC Bank, all remaining funds from the Escrow Account will be released to Shanghai Xintai. The Group expects to use the balance of the consideration after payment of construction costs as working capital and to fund new

– 22 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

projects should the opportunity arise. As such, the Disposal is expected to have a positive impact on the net debt and improve the working capital position of the Group.

DISCUSSION AND ANALYSIS

(i) The Disposal is in accordance with announced policy

As set out in the section headed “2. The Property” above, there is a special covenant in the land use right contract dated 10 July 2012 entered into between Shanghai Xintai and Shanghai Municipal Planning and Land and Resources Administration Bureau (上海市規劃和國土資源管理局) which limits the use of the Land to CITIC Group Corporation Shanghai headquarters (including CITIC Group Corporation’s branches, subsidiaries, holding companies and other related enterprises). As set out in the 2012 Announcement, it was the intention of CITIC Pacific that the office tower and the shopping mall to be built on the Land would be either for sale or lease to CITIC Group Corporation’s companies. The Disposal is therefore consistent with the intention of CITIC Pacific as stated in its 2012 Announcement and the permitted use of the Land as prescribed by the land use right contract.

(ii) The payment terms will fund the construction of the Property

We understand from CITIC Pacific that substantive construction work on the Land will start soon. The payment terms under the Framework Agreement will effectively provide full financing for the construction of the Property.

(iii) The consideration is in line with the independent property valuation

The Property has been valued by the Independent Property Valuer at RMB2,495 million. We have discussed with the Independent Property Valuer the methodology, bases and assumptions for their valuation and consider them appropriate. The consideration for the Disposal of RMB2,500 million is in line with the appraised value of the Property and has been set at a slight premium to the valuation.

(iv) CITIC Pacific expects to record an estimated profit attributable to it of approximately RMB330 million (subject to audit) on the Disposal

On the basis of the original acquisition cost attributable to the Land and the management’s current estimation of the construction and development costs of the Property, CITIC Pacific expects to record an estimated profit attributable to it of approximately RMB330 million (subject to audit), equivalent to a return of about 15%, which we consider satisfactory.

– 23 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Based on the above principal factors and reasons, we are of the opinion that (i) the Disposal is in the ordinary and usual course of business of the Group; (ii) the Disposal is on normal commercial terms; (iii) the terms of the Framework Agreement are fair and reasonable so far as the Independent Shareholders are concerned; and (iv) the Disposal is in the interests of CITIC Pacific and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM in relation to the Disposal.

Yours faithfully, for and on behalf of SOMERLEY LIMITED M.N. Sabine Chairman

– 24 –

APPENDIX I

VALUATION REPORT

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular, received from DTZ Debenham Tie Leung Limited, an independent property valuer, in connection with its opinion of estimated market value as if completed of the Property in the PRC as at 31 August 2013.

==> picture [119 x 37] intentionally omitted <==

16/F Jardine House 1 Connaught Place Central Hong Kong

15 November 2013

The Board of Directors CITIC Pacific Limited 32nd Floor CITIC Tower 1 Tim Mei Avenue Central Hong Kong

Dear Sirs,

Re: The commercial and office development with an estimated gross floor area of 45,815 m[2] , the underground commercial and culture entertainment development with an estimated gross floor area of 2,000 m[2] and approximately 400 underground parking spaces; to be built on a piece of land (B03B-03) located at Lot 66/19, Block 503, Shanggangxincunjiedao, Pudong New Area, Shanghai, the PRC

INSTRUCTIONS, PURPOSE & DATE OF VALUATION

In accordance with your instruction for us to carry out valuation of the estimated Market Value as if completed of the property (the “Property”) held by CITIC Pacific Limited (the “Company”) and its subsidiaries (hereinafter together as the “Group”) in the People’s Republic of China (the “PRC”), we confirm that we have carried out site inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the estimated Market Value as if completed of the Property as at 31 August 2013 (the “date of valuation”).

– 25 –

APPENDIX I

VALUATION REPORT

DEFINITION OF MARKET VALUE

Our valuation of the Property represents its market value which in accordance with The HKIS Valuation Standards 2012 Edition published by the Hong Kong Institute of Surveyors is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion”.

VALUATION BASIS AND ASSUMPTION

Our valuation of the Property excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

In the course of our valuation of the Property situated in the PRC, we have assumed that transferable land use right in respect of the Property for its specific term at nominal annual land use fee have been granted and that any premium payable has already been fully paid. We have relied on the information and advice given by the Group and the PRC legal opinion of the legal adviser, Grandall Law Firm (Shanghai) (國浩律師（上海）事務所), regarding the title to the Property and the interest in the Property. In valuing the Property, we have assumed that the owners have enforceable title to the Property and have free and uninterrupted rights to use, occupy or assign the Property for the whole of the unexpired terms as granted.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the Property nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property are free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

METHODS OF VALUATION

We have valued the Property, on the assumption that it will be completed according to the development scheme provided to us, by Direct Comparison Method by making reference to comparable sales evidence as available in the relevant market.

In valuing the Property, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards 2012 Edition published by the Hong Kong Institutes of Surveyors.

– 26 –

APPENDIX I

VALUATION REPORT

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information given by the Group and the opinion of the PRC legal adviser as to the PRC laws. We have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, identification of Property, particulars of occupancy, development scheme, site and floor areas and all other relevant matters.

Dimension, measurements and areas included in this valuation report are based on the information provided to us and are therefore only approximation. We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to the valuations. We were also advised that no material facts have been omitted from the information supplied.

We would point out that the copies of documents provided to us are mainly compiled in Chinese characters and the transliteration into English represents our understanding of the contents. We would therefore advise the Company to make reference to the original Chinese edition of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

TITLE INVESTIGATION

We have been provided by the Group with copies or extracts of documents. However, we have not searched the original documents to verify ownership or to ascertain any amendments to any documents. We have not been able to cause title search for the Property in the PRC but we have made reference to the copies of the title documents which have been made available to us by the Group. All documents have been used for reference only and all dimensions, measurements and areas are approximate.

SITE INSPECTION

Our valuer, Zeng Xuhong (a China Real Estate Appraiser), has inspected the exterior and, wherever possible, the interior of the Property on 14 October 2013. However, we have not carried out any soil investigations to determine the suitability of the soil conditions and the services etc. for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period.

Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site and floor areas of the Property and we have assumed that the areas shown on the documents handed to us are correct.

– 27 –

APPENDIX I

VALUATION REPORT

CURRENCY

Unless otherwise stated, all sums stated in our valuations are in Renminbi, the official currency of the PRC.

We attach herewith the valuation certificate.

Yours faithfully,

For and on behalf of

DTZ Debenham Tie Leung Limited

Philip C Y Tsang

Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser

MSc, MRICS, MHKIS

Director

Note: Mr. Philip C Y Tsang is a Registered Professional Surveyor (General Practice) who has over 20 years property valuation experience in the PRC.

– 28 –

APPENDIX I

VALUATION REPORT

VALUATION CERTIFICATE

Property held by the Group for development in the PRC

Description and tenure

Property

The Property comprises a commercial and office development to be erected on a parcel of land with a site area of 9,163.3 m[[2]] .

The commercial and The Property comprises a office development with commercial and office an estimated gross floor development to be erected on area of 45,815 m[2] , the a parcel of land with a site underground commercial area of 9,163.3 m[[2]] . and culture entertainment Upon completion of the development with an construction (which is estimated gross floor area currently expected to be in of 2,000 m[2] and 2016), the Property will be a approximately 400 fifteen-storey commercial and underground parking office development and a spaces to be built on a four-level underground piece of land (B03B-03) commercial and culture located at Lot 66/19, entertainment development, Block 503, with an estimated total gross Shanggangxincunjiedao, floor area of 45,815 m[2] above Pudong New Area, ground and 2,000 m[2] Shanghai, the PRC underground and approximately 400 underground parking spaces.

Particulars of occupancy

The Property is currently a vacant site pending development.

Estimated Market Value as if completed as at 31 August 2013

RMB2,495,000,000

(99.2% interest attributable to the Group: RMB2,475,040,000)

(Please see Note (2))

The Property is located at Area B of Shanghai World Expo Site, south of Bocheng Road, west of Expo Hall Road, Pudong New Area, which is in urban area of Shanghai. Developments nearby are mainly commercial and office development. According to the Group, the Property is planned for commercial office use; there is no environmental issues and litigation dispute; there is no plan for renovation change of use of the Property in near future.

The land use right of the Property have been granted for a term from 26 October 2011 to 25 October 2061 for commercial office use.

– 29 –

APPENDIX I

VALUATION REPORT

Notes:

(1) According to Shanghai Real Estate Title Certificate No. (2012)047004 dated 19 September 2012, the land use right of the Property has been granted to Shanghai Xintai Property Company Limited (上海信泰置業有限公司) with a site area of 9,163.3 m[2] for a term from 26 October 2011 to 25 October 2061 for commercial office use.
(2) According Land Use Right Contract No. (2011)51 (version 2.0) dated 10 July 2012 entered into between Shanghai Municipal Planning and Land Resources Administration Bureau (上海市規劃和國土資源管理局) (“Party A”) and Shanghai Xintai Property Company Limited (上海信泰置業有限公司) (“Party B”), the land use right of a land with a total site area of 12,548.9 m[2] (including Land B02B-03 and B03B-03) has been granted to Party B with details as follows:

Site Area : 12,548.9 m[2] Land Use : Commercial office Land Use Term : 50 years Plot Ratio : Land B02B-03 – 3.5 Land B03B-03 – 5.0 Gross Floor Area (“GFA”) : Total GFA: 59,666 m[2] Above ground GFA Land B02B-03: 11,851 m[2] ; Land B03B-03: 45,815 m[2] Underground GFA Land B03B-03 basement 1: not less than 2,000 m[2] for commercial and culture entertainment. Land Premium : RMB1,103,980,000 Special Covenant * : Only limit to be used by CITIC Group Shanghai headquarters (including CITIC Group branches, subsidiaries, holding companies and other related enterprises) for own commercial office use; except the commercial ancillary facilities can be entrusted with the operation, shall not be resold and lease out to the public.

Our valuation of the Property only comprises the development on Land B03B-03.

The Special Covenant only restricts the nature of the user. It does not restrict the price or rental of the Property. In our valuation, we assumed that the Property is transferred at market value and leased out at market rent during the remaining land use term.

For the ease of reference, the estimated Market Value as if completed as at 31 August 2013 of the underground parking spaces was RMB38,000,000, which has been included in the total valuation of RMB2,495,000,000.

(3) According to Planning Permit for Construction Use of Land No. (2012)EA31000020124814 dated 10 October 2012, the construction site of land with a total site area of 12,548.9 m[2] is in compliance with the requirements of urban planning requirement.

The Property is part of the said site area.

(4) According to Business Licence No. 310115001985792 date 21 November 2012, Shanghai Xintai Property Company Limited (上海信泰置業有限公司) was established as a limited liability company with a registered capital of RMB1,250,000,000 for a valid operation period from 26 June 2012 to an unspecified period.

– 30 –

APPENDIX I

VALUATION REPORT

(5) According to the PRC legal opinion:
(i) Shanghai Xintai Property Company Limited (上海信泰置業有限公司) was legally established, it had been inspected annually since its establishment so far, it is a legally existent limited liability company, and holds a valid real estate development qualification certificate;
(ii) The project developed by Shanghai Xintai Property Company Limited (上海信泰置業有限公司) is CITIC Tower. Shanghai Xintai Property Company Limited (上海信泰置業有限公司) has paid the land premium and deed tax payable under the Grant Contract of Land Use Right in full, obtained the land use right and Shanghai Real Estate Title Certificate according to law;
(iii) The plot ratio gross floor area of Land B03B-03, Area B of Shanghai World Expo Site, Pudong New Area, is 45,815 m[2] , 2,000 m[2] on underground is for commercial and culture entertainment use, the land planning use nature is commercial office; and
(iv) Shanghai Xintai Property Company Limited (上海信泰置業有限公司) legally owns Land B03B-03, Area B of Shanghai World Expo Site, Pudong New Area, and after verification, the Planning Permit for Construction Use of Land is not found to have been revoked, amended or cancelled.
(6) The status of the title and grant of major approvals and licenses in accordance with the information provided by the Group and the legal opinion are as follows:

Shanghai Real Estate Title Certificate Yes Land Use Right Contract Yes Planning Permit for Construction Use of Land Yes Business Licence Yes

– 31 –

APPENDIX II

GENERAL INFORMATION

1. 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 Group. 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.

2. DISCLOSURE OF INTERESTS

(I) Directors’ Interests

Interests and/or short positions of the Directors and chief executives

Save as disclosed below, as at the Latest Practicable Date, none of the Directors and the chief executive of CITIC Pacific had any interest or short position in the Shares, underlying Shares or debentures of CITIC Pacific or its associated corporations (within the meaning of the SFO) which were required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or were required to be notified to CITIC Pacific and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short position which he was taken or deemed to have under such provisions of the SFO) or the Model Code for Securities Transactions by Directors of Listed Issuers set out in the Listing Rules:

(i) Shares in CITIC Pacific:

Number of Shares

	Number of Shares
	Personal interests	Approximate
	unless otherwise	percentage of the
Name of director	stated	issued share capital
		(%)
Vernon Francis Moore	4,200,000	0.115
	(Note 1)
Liu Jifu	840,000	0.023
André Desmarais	8,145,000	0.223
	(Note 2)
Carl Yung Ming Jie	300,000	0.008
Peter Kruyt	34,100	0.001
(alternate director to
André Desmarais)

Notes:

Trust interest
Corporate interest in respect of 8,000,000 shares and family interest in respect of 145,000 shares

– 32 –

APPENDIX II

GENERAL INFORMATION

(ii) Share options in CITIC Pacific (Note) :

				Number
				of share
				options	Approximate
				outstanding	percentage
				as at	of the
		Exercise		the Latest	issued
	Date of	price		Practicable	share
Name of director	grant	per share	Exercise period	Date	capital
		(HK$)			(%)
Chang Zhenming	19 Nov 09	22.00	19 Nov 09 –	600,000	0.016
			18 Nov 14
Zhang Jijing	19 Nov 09	22.00	19 Nov 09 –	500,000	0.014
			18 Nov 14
Vernon Francis	19 Nov 09	22.00	19 Nov 09 –	500,000	0.014
Moore			18 Nov 14
Liu Jifu	19 Nov 09	22.00	19 Nov 09 –	500,000	0.014
			18 Nov 14
Carl Yung Ming Jie	19 Nov 09	22.00	19 Nov 09 –	500,000	0.014
			18 Nov 14

Note: The consideration paid by the grantee on each grant of the share option was HK$1.

(iii) Shares in the associated corporations:

Number of ordinary shares in CITIC Telecom International Holdings Limited Personal interests Approximate unless otherwise percentage of the Name of director stated issued share capital (%) Vernon Francis Moore 275,000 (Note) 0.008

Note: Trust interest

– 33 –

APPENDIX II

GENERAL INFORMATION

(II) Shareholders’ Interests

Substantial shareholders of CITIC Pacific

As at the Latest Practicable Date, save as disclosed herein, so far as was known to any Director or chief executive of CITIC Pacific, no person (other than a Director or chief executive of CITIC Pacific or their respective associates) had any interest or short position in the Shares or underlying Shares which would fall to be disclosed to CITIC Pacific under the provisions of Divisions 2 and 3 of Part XV of the SFO or were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of CITIC Pacific:

		Approximate
		percentage of
	Number of	the issued
Name	Shares	share capital
		(%)
CITIC Group Corporation	2,098,736,285	57.508
CITIC Limited	2,098,736,285	57.508
CITIC Investment (HK) Limited	1,351,250,082	37.026
CITIC Hong Kong (Holdings)	747,486,203	20.482
Limited (“CITIC HK”)
Heedon Corporation	598,261,203	16.393
Full Chance Investments Limited	450,416,694	12.342
Newease Investments Limited	450,416,694	12.342
Skyprofit Holdings Limited	450,416,694	12.342
Honpville Corporation	310,988,221	8.522

CITIC Group Corporation is a substantial shareholder (within the meaning of the Listing Rules) of CITIC Pacific holding its indirect interest in the Shares through the following wholly-owned subsidiary companies:

		Approximate	Approximate
		percentage of
Name of subsidiary companies of	Number of	the issued
CITIC Group Corporation	Shares	share capital
			(%)
CITIC Limited	2,098,736,285		57.508
CITIC Investment (HK) Limited	1,351,250,082		37.026
CITIC HK	747,486,203		20.482
Full Chance Investments Limited	450,416,694		12.342
Newease Investments Limited	450,416,694		12.342
Skyprofit Holdings Limited	450,416,694		12.342

– 34 –

APPENDIX II

GENERAL INFORMATION

CITIC HK is a substantial shareholder (within the meaning of the Listing Rules) of CITIC Pacific holding its indirect interest in the Shares which are directly held by the following wholly-owned subsidiary companies:

		Approximate
		percentage of
Name of subsidiary companies of	Number of	the issued
CITIC HK	Shares	share capital
		(%)
Affluence Limited	46,089,000	1.263
	(Note)
Winton Corp.	30,718,000	0.842
Westminster Investment Inc.	101,960,000	2.794
Jetway Corp.	122,336,918	3.352
Cordia Corporation	32,258,064	0.884
Honpville Corporation	310,988,221	8.522
Hainsworth Limited	93,136,000	2.552
Southpoint Enterprises Inc.	10,000,000	0.274
Raymondford Company Limited	2,823,000	0.077

Note: These shares include those held by Raymondford Company Limited as Affluence Limited is an indirect holding company of Raymondford Company Limited.

CITIC Group Corporation is the holding company of CITIC Limited. CITIC Limited is the holding company of CITIC Investment (HK) Limited and CITIC HK. CITIC Investment (HK) Limited is the direct holding company of Full Chance Investments Limited, Newease Investments Limited and Skyprofit Holdings Limited. CITIC HK is the direct holding company of Heedon Corporation, Hainsworth Limited, Affluence Limited and Barnsley Investments Limited. Heedon Corporation is the direct holding company of Winton Corp., Westminster Investment Inc., Jetway Corp., Kotron Company Ltd. and Honpville Corporation. Kotron Company Ltd. is the direct holding company of Cordia Corporation. Affluence Limited is the direct holding company of Man Yick Corporation which is the direct holding company of Raymondford Company Limited. Barnsley Investments Limited is the direct holding company of Southpoint Enterprises Inc.

Accordingly,

(i) the interests of CITIC Group Corporation in CITIC Pacific duplicate the interests of CITIC Limited in CITIC Pacific;
(ii) the interests of CITIC Limited in CITIC Pacific duplicate the interests of CITIC Investment (HK) Limited and CITIC HK in CITIC Pacific;

– 35 –

APPENDIX II

GENERAL INFORMATION

(iii) the interests of CITIC Investment (HK) Limited in CITIC Pacific duplicate the interests of Full Chance Investments Limited, Newease Investments Limited and Skyprofit Holdings Limited in CITIC Pacific;
(iv) the interests of CITIC HK in CITIC Pacific duplicate the interests in CITIC Pacific of all its direct and indirect subsidiary companies as described above;
(v) the interests of Heedon Corporation in CITIC Pacific duplicate the interests in CITIC Pacific of all its direct and indirect subsidiary companies as described above;
(vi) the interests of Kotron Company Ltd. in CITIC Pacific duplicate the interests of Cordia Corporation in CITIC Pacific;
(vii) the interests of Affluence Limited in CITIC Pacific duplicate the interests in CITIC Pacific of its direct and indirect subsidiary companies as described above;
(viii) the interests of Man Yick Corporation in CITIC Pacific duplicate the interests of Raymondford Company Limited in CITIC Pacific; and
(ix) the interests of Barnsley Investments Limited in CITIC Pacific duplicate the interests of Southpoint Enterprises Inc. in CITIC Pacific.

Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of CITIC Pacific were not aware of any other persons (not being a Director or chief executive of CITIC Pacific) who had an interest or short position in the Shares or underlying shares of CITIC Pacific which would fall to be disclosed to CITIC Pacific under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital.

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, in so far as the Directors are aware, none of the Directors had any direct or indirect interests in any business that constitutes or may constitute a competing business of CITIC Pacific.

– 36 –

APPENDIX II

GENERAL INFORMATION

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which was not expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

As at the Latest Practicable Date, none of the Directors or the experts described in paragraph 7 of this Appendix had any direct or indirect interest in any assets which had been, since 31 December 2012, being the date to which the latest published audited accounts of CITIC Pacific were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group.

6. MATERIAL ADVERSE CHANGES

The Directors are of the opinion that as at the Latest Practicable Date, save for matters which have been the subject of announcements or circulars issued by CITIC Pacific, there has not been any material adverse change in the financial or trading position of the Group since 31 December 2012, being the date to which the latest published audited accounts of the Group were made up.

7. EXPERTS AND CONSENT

The following are the qualifications of the experts who have given advice contained in this circular:

Name Qualification

Somerley Limited A corporation licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

DTZ Debenham Tie Leung Independent property valuer Limited Grandall Law Firm (Shanghai) PRC legal adviser

– 37 –

APPENDIX II

GENERAL INFORMATION

Each of the above experts has given and has not withdrawn its written consent to the issue of this circular, with the inclusion of its letter as set out in this circular and references to its name in the form and context in which they appear respectively.

As at the Latest Practicable Date, each of the above experts was not beneficially interested in the share capital of any member of the Group, nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

8. DIRECTORSHIP AND EMPLOYMENT OF DIRECTORS AND CHIEF EXECUTIVE IN SUBSTANTIAL SHAREHOLDERS OF CITIC PACIFIC

As at the Latest Practicable Date, save as disclosed below, none of the Directors was a director or employee of a company which had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to CITIC Pacific under the provisions of Divisions 2 and 3 of Part XV of the SFO:

	Name of company
	which had such discloseable	Position within
Name of Director	interest or short position	such company
Chang Zhenming	CITIC Group Corporation	Chairman
	CITIC Limited	Chairman
	CITIC HK	Chairman
Zhang Jijing	CITIC HK	Director
	Heedon Corporation	Director
	Honpville Corporation	Director
Liu Jifu	CITIC HK	Director
Ju Weimin	CITIC HK	Director

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

10. DOCUMENT AVAILABLE FOR INSPECTION

A copy each of the Framework Agreement and the PRC legal opinion issued by Grandall Law Firm (Shanghai) as referred to in the valuation report set out in Appendix I of this circular will be available for inspection by Shareholders during normal business hours from 9:00 a.m. to 5:00 p.m. (other than Saturdays, Sundays and public holidays) at the registered office of CITIC Pacific in Hong Kong from the date of this circular up to and including the date of the EGM.

– 38 –

NOTICE OF EGM

CITIC Pacific Limited 中信泰富有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00267)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of CITIC Pacific Limited (“ CITIC Pacific ”) will be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 4 December 2013 at 12:00 noon for the following purposes:

ORDINARY RESOLUTION

To consider and, if thought fit, pass the following resolution as ordinary resolution of CITIC Pacific:

“ THAT :

(a) the framework agreement dated 29 October 2013 entered into between 上海信泰置業有限公司 (Shanghai Xintai Property Company Limited[##] ) as the seller and China CITIC Bank Corporation Limited (中信銀行股份有限公司) as the purchaser (a copy of which has been produced to the EGM marked “A” and initialled by the chairman of the EGM for the purpose of identification) (the “ Framework Agreement ”), pursuant to which the seller agreed to sell and the purchaser agreed to purchase the property to be constructed at Lot 66/19, Block 503, Shanggangxincunjiedao, Pudong New Area, Shanghai, the People’s Republic of China at the consideration of RMB2,500 million (equivalent to approximately HK$3,150 million), and all transactions, matters and amendments contemplated under the Framework Agreement, and the execution, performance and implementation of the Framework Agreement and all ancillary matters and documents contemplated under the Framework Agreement be and are hereby generally and unconditionally approved; and
(b) any one director of CITIC Pacific or any two directors of CITIC Pacific, if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of CITIC Pacific to do all such things and exercise all powers which he/they consider(s) necessary, desirable or expedient in connection with the Framework Agreement and otherwise in connection with the

– 39 –

NOTICE OF EGM

implementation of the transactions contemplated therein including without limitation the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements.”

By Order of the Board CITIC Pacific Limited Ricky Choy Wing Kay Company Secretary

Hong Kong, 15 November 2013

Registered Office:

32nd Floor, CITIC Tower

1 Tim Mei Avenue

Central, Hong Kong

Notes:

(i) The Register of Members will be closed from Tuesday, 3 December 2013 to Wednesday, 4 December 2013, both days inclusive and during which period no share transfer will be effected for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with CITIC Pacific’s Share Registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 2 December 2013. The record date for determining eligibility to attend and vote at the EGM will be Wednesday, 4 December 2013.
(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 CITIC Pacific.
(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 CITIC Pacific 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) A form of proxy for use at the EGM is enclosed herewith.
For identification purpose only

– 40 –

AI assistant

CITIC Limited — Proxy Solicitation & Information Statement 2013

49082_rns_2013-11-14_58bf1794-803e-45e6-8bf9-2cab3efdd625.pdf

CITIC Pacific Limited 中信泰富有限公司

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK AND NOTICE OF EGM

CITIC Pacific Limited 中信泰富有限公司

(Stock Code: 00267)

To the Shareholders

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK AND NOTICE OF EGM

INTRODUCTION

SUMMARY OF THE FRAMEWORK AGREEMENT

Parties:

Asset to be disposed of

Conditions to effectiveness of the Framework Agreement

Consideration

Delivery of the Property

Use of proceeds

Information about the Property

REASONS FOR AND BENEFITS OF THE DISPOSAL

GENERAL

LISTING RULES IMPLICATIONS

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

EGM

RECOMMENDATION

ADDITIONAL INFORMATION

CITIC Pacific Limited 中信泰富有限公司

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK

RECOMMENDATION

SOMERLEY LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO DISPOSAL OF PROPERTY TO CITIC BANK

INTRODUCTION

PRINCIPAL FACTORS AND REASONS TAKEN INTO ACCOUNT

1. Business of the Group

Special Steel

Iron ore mining

Property

2. The Property

3. Principal terms of the Framework Agreement

(i) Payment terms of consideration

(ii) Conditions to effectiveness of the Framework Agreement

(iii) Delivery of the Property

4. Funding of construction

5. Property valuation

6. Financial effects of the Disposal

(i) Earnings

(ii) Net asset value

(iii) Net debt and working capital

DISCUSSION AND ANALYSIS

(i) The Disposal is in accordance with announced policy

(ii) The payment terms will fund the construction of the Property

(iii) The consideration is in line with the independent property valuation

(iv) CITIC Pacific expects to record an estimated profit attributable to it of approximately RMB330 million (subject to audit) on the Disposal

RECOMMENDATION

INSTRUCTIONS, PURPOSE & DATE OF VALUATION

DEFINITION OF MARKET VALUE

VALUATION BASIS AND ASSUMPTION

METHODS OF VALUATION

SOURCE OF INFORMATION

TITLE INVESTIGATION

SITE INSPECTION

CURRENCY

DTZ Debenham Tie Leung Limited

Philip C Y Tsang

VALUATION CERTIFICATE

Property held by the Group for development in the PRC

Description and tenure

Property

Particulars of occupancy

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(I) Directors’ Interests

Number of Shares

(ii) Share options in CITIC Pacific (Note) :

(II) Shareholders’ Interests

Substantial shareholders of CITIC Pacific

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

4. DIRECTORS’ SERVICE CONTRACTS

5. INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS

6. MATERIAL ADVERSE CHANGES

7. EXPERTS AND CONSENT

CITIC Limited Proxy Solicitation & Information Statement 2013