CITIC Limited — Share Issue/Capital Change 2015

Aug 14, 2015

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

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ANNOUNCEMENT

CONVERSION OF PREFERRED SHARES

On 13 August 2015, the Company received a conversion notice from CT Bright for the conversion of the Preferred Shares in the amount of HK$45,922,549,800.00 in full. As a result of the conversion of the Preferred Shares at the Conversion Price of HK$13.80 per Ordinary Share, the Company allotted and issued a total of 3,327,721,000 Conversion Shares to CT Bright on 14 August 2015.

We refer to the circular of CITIC Limited (the “ Company ”) dated 16 February 2015 in relation to, among other things, the subscription of the Preferred Shares by CT Bright (the “ Circular ”) and the announcement of the Company dated 3 August 2015 in relation to the completion of subscription of the Preferred Shares by CT Bright. Unless otherwise specified, capitalized terms used in this announcement shall have the same meaning as defined in the Circular.

CONVERSION OF PREFERRED SHARES

On 13 August 2015, the Company received a conversion notice from CT Bright for the conversion of the Preferred Shares in the amount of HK$45,922,549,800.00 in full. As a result of the conversion of the Preferred Shares at the Conversion Price of HK$13.80 per Ordinary Share, the Company allotted and issued a total of 3,327,721,000 Conversion Shares to CT Bright on 14 August 2015.

Immediately before issue of the Conversion Shares, the Company had 25,762,541,630 Ordinary Shares in issue. The number of issued Ordinary Shares of the Company has been increased to 29,090,262,630 Ordinary Shares upon issue of the Conversion Shares to CT Bright. The total number of 3,327,721,000 Conversion Shares represents approximately 12.92% of the issued share capital of the Company immediately before the issue of the Conversion Shares and approximately 11.44% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The changes in the share capital and shareholding structure of the Company resulting from the issue of the Conversion Shares are as follows:

Name of		Immediately before the issue of	Immediately before the issue of		Immediately after	the issue of
Shareholders		the Conversion Shares			the Conversion Shares
	Number of	Approximate	Number of	Number of	Approximate	Number of
	Ordinary	percentage of	Preferred	Ordinary	percentage of	Preferred
	Shares held	total issued	Shares held	Shares held	total issued	Shares
		Ordinary			Ordinary	held
		Shares			Shares
CITIC Glory	7,446,906,755	28.91%	-	7,446,906,755	25.60%	-
CITIC Polaris	9,463,262,637	36.73%	-	9,463,262,637	32.53%	-
CT Bright	2,490,332,363	9.67%	3,327,721,000	5,818,053,363	20.00%	-
Public	6,362,039,875	24.69%	-	6,362,039,875	21.87%	-
Total	25,762,541,630	100.00%	3,327,721,000	29,090,262,630	100.00%	-

By Order of the Board CITIC Limited Ricky Choy Wing Kay Tang Zhenyi Joint Company Secretaries

Hong Kong, 14 August 2015

As at the date of this announcement, the executive directors of the Company are Mr Chang Zhenming (Chairman), Mr Wang Jiong and Mr Zhang Jijing; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Ms Cao Pu, Mr Liu Zhongyuan, Mr Liu Yeqiao and Mr Yang Xiaoping; and the independent non-executive directors of the Company are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin and Mr Noriharu Fujita.

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