CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2012

Sep 10, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CITIC Securities Company Limited , you should at once hand this circular together with the enclosed proxy form and reply slip for the EGM to the purchaser or transferee or to the bank, licensed securities dealer 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.

==> picture [314 x 54] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6030)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF THE 2012 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2012 First Extraordinary General Meeting of the Company to be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, 29 October 2012 is set out on pages 7 to 8 of this circular.

Whether or not you are able to attend the EGM, you are requested to read the notice of the EGM carefully and complete and return the accompanying proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form should be returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; and for A Shareholders, the proxy form should be returned to the board of the directors’ office of the Company, but in any event the proxy form shall be returned in person or by post not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

If you wish to attend the EGM either in person or by proxy, you are required to complete and return the reply slip for the meeting to the board of the directors’ office of the Company on or before Monday, 8 October 2012.

11 September 2012

CONTENTS

	Page
DEFINITIONS 1
LETTER FROM THE BOARD	3
NOTICE OF THE 2012 FIRST EXTRAORDINARY GENERAL MEETING 7

• i -

DEFINITIONS

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

• “A Share(s)”

the domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each which are listed on the Shanghai Stock Exchange and traded in RMB (stock code: 600030)

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

• “Articles of Association” the Articles of Association of the Company

• “Board” the board of Directors

“Company” CITIC Securities Company Limited, a joint stock limited company incorporated in the PRC with limited liability, whose H Shares and A Shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange respectively

• “CSRC” China Securities Regulatory Commission

• “Director(s)” the director(s) of the Company

• “EGM”

• the 2012 First Extraordinary General Meeting of the Company to be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, 29 October 2012

• “H Share(s)”

the overseas-listed foreign invested share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars (stock code: 6030)

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

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

• “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• 1 -

DEFINITIONS

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 7 September 2012, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication “PRC” the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and the Taiwan region “RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Shares and H Shares “Shareholder(s)” A Shareholders and H Shareholders

• 2 -

LETTER FROM THE BOARD

==> picture [314 x 53] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6030)

Directors

Mr. WANG Dongming (Executive Director) Mr. YIN Ke (Executive Director) Mr. CHENG Boming (Executive Director)

Mr. FANG Jun (Non-executive Director) Mr. JU Weimin (Non-executive Director)

Mr. WU Xiaoqiu (Independent Non-executive Director) Mr. RAO Geping (Independent Non-executive Director) Mr. LEE Kong Wai, Conway (Independent Non-executive Director)

Registered office: North Tower Excellence Times Plaza II No. 8 Zhong Xin San Road Futian District Shenzhen Guangdong Province PRC

Principal place of business in Hong Kong: 26th Floor, CITIC Tower 1 Tim Mei Avenue Central Hong Kong 11 September 2012

To the H Shareholders,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF THE 2012 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM to be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, 29 October 2012.

The purpose of this circular is to give you notice of the EGM and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM.

• 3 -

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board also proposed to amend the Articles of Association in accordance with the “Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies” (《關於進 一步落實上市公司現金分紅有關事項的通知》) issued by the CSRC and the “Explanatory report on the Company’s Shareholders’ Return Plan of 2012–2014” prepared by the Company by supplementing its profits distribution policy and adding clauses in relation to the proportion of the cash dividend distribution, i.e. adding the following new clauses:

“Article 264 When implementing the cash dividend distribution, the Company shall consider the internal and external factors, Directors’ opinions and Shareholders’ expectations, and shall make efforts to ensure that the annual cash dividend declared accounts for no less than 25% of the distributable profits, and the average cash dividend declared for any three consecutive years shall be no less than 30%.”

“Article 265 The Company may adjust the abovementioned proportion of cash dividend distribution by way of passing a resolution by two-thirds or more of the voting rights held by the shareholders who attend the shareholders’ general meeting if any one of the following events happens:

• (I) There are changes in, or adjustments to, the relevant laws and regulations.

• (II) The net capital risk control indicators reach the warning levels.

• (III) The Company’s operating conditions deteriorate.

• (IV) The Board proposes the adjustments.”

The clauses of the Articles of Associations shall be renumbered accordingly.

The aforesaid proposed amendments to the Articles of Association are subject to the Shareholders’ approval at the EGM by way of special resolution and the approval of the CSRC.

3. PROPOSED APPOINTMENT OF THE INDEPENDENT NON-EXECUTIVE DIRECTOR

As at the Latest Practicable Date, there is one vacancy for an independent non-executive Director in the Fifth Session of the Board. For the sound corporate governance of the Company, the Board proposed, upon due considerations, to appoint Mr. WEI Benhua (“ Mr. WEI ”) as an independent non-executive Director.

The biography of Mr. WEI is set out as follows:

• 4 -

LETTER FROM THE BOARD

Mr. WEI Benhua, 65, is the chairman of the office of China Forex Management Magazine and an independent director of Beijing Hualian Department Store Co., Ltd. whose shares are listed on the Shenzhen Stock Exchange (stock code: 000882). He previously served at the International Department of the People’s Bank of China (including his service as head of office and head of department) from 1984 to 2003; deputy chief of the State Administration of Foreign Exchange from 2003 to 2008; and director of ASEAN +3 Macroeconomic Research Office from 2011 to May 2012. Mr. WEI obtained a Bachelor of Arts degree from Inner Mongolia Normal University in January 1982 and a master’s degree in international finance from the Finance Research Institute of the Headquarters of the People’s Bank of China in December 1984.

As far as the Directors are aware and save as disclosed above, Mr. WEI did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Mr. WEI does not have any relationship with any Director, senior management or substantial Shareholder of the Company, nor does he hold any position in the Company or any of its subsidiaries. As at the Latest Practicable Date, Mr. WEI does not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. WEI has confirmed that he has satisfied the independence criteria as stipulated in Rule 3.13 of the Hong Kong Listing Rules. The nomination committee of the Company has assessed the independence of Mr. Wei and considered that Mr. Wei meets the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules and is independent in accordance with the terms of the guidelines. In addition, the Board believes that Mr. WEI, with his extensive experience and knowledge, will contribute to and enhance the corporate governance of the Company.

Save as disclosed above, there is no other information in relation to the appointment of Mr. WEI that needs to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules, nor are there any other matters that need to be brought to the attention of the Shareholders. Mr. WANG has not been penalized by the CSRC or other relevant departments or stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with Mr. WEI. The Board proposed the appointment of Mr. WEI as a director of the Fifth Session of the Board for a term of three years. He is entitled to the allowances under the allowance policy for independent non-executive Directors approved by the Shareholders at the 2011 Annual General Meeting of the Company.

In accordance with the Articles of Association and relevant provisions of the PRC laws and regulations, the appointment of Mr. WEI is subject to the Shareholders’ approval at the EGM by way of ordinary resolution and the CSRC’s approval on his qualifications for appointment.

• 5 -

LETTER FROM THE BOARD

4. THE EGM

A notice convening the EGM is set out at pages 7 to 8 of this circular. A form of proxy and a reply slip for the EGM are also enclosed herewith.

If you wish to appoint a proxy to attend the EGM, you are required to complete and return the proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form should be returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; and for A Shareholders, the proxy form should be returned to the board of the directors’ office of the Company, but in any event the proxy form shall be returned in person or by post not less than 24 hours before the time appointed for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

If you wish to attend the EGM either in person or by proxy, you are required to complete and return the reply slip for the meeting to the board of the directors’ office of the Company on or before Monday, 8 October 2012.

The address of the board of the directors’ office of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100125 (Tel: (8610) 6083 6030, Fax: (8610) 6083 6031). The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555).

5. VOTES BY WAY OF POLL

According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the EGM will be voted on by way of poll. Results of the poll voting will be posted on the website of the Company at www. cs.ecitic.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

6. RECOMMENDATION

The Directors consider that the resolutions set out in the notice of the EGM are in the interests of the Company and its Shareholders as a whole and accordingly recommend you to vote in favor of the resolutions mentioned above.

Yours faithfully, By order of the Board CITIC Securities Company Limited WANG Dongming Chairman

• 6 -

NOTICE OF THE 2012 FIRST EXTRAORDINARY GENREAL MEETING

==> picture [314 x 53] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6030)

NOTICE OF THE 2012 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2012 Frist Extraordinary General Meeting (the “ EGM ”) of CITIC Securities Company Limited (the “ Company ”) will be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, 29 October 2012 for the purposes of considering, and if thought fit, approving the following resolutions (unless otherwise specified, words used in this notice has the same meaning as defined in the circular of the Company dated 11 September 2012 (the “ Circular ”)):

SPECIAL RESOLUTION

To consider and approve the proposed amendments to the Articles of Association of the Company relating to profit distributions (details of which are set out in the Circular) and the management of the Company be authorized to do all such acts as appropriate to effect the amendments and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the PRC and Hong Kong.

Note: The text of the Articles of Association is written in Chinese and the English translation is for reference only. The Chinese text shall prevail over the English text in case of any inconsistency.

ORDINARY RESOLUTION

To consider and approve the appointment of Mr. WEI Benhua as an independent non-executive director of the Fifth Session of the Board of Directors of the Company.

By order of the board of directors CITIC Securities Company Limited WANG Dongming Chairman

Beijing, the PRC 11 September 2012

As at the date of this announcement, the executive directors of the Company are Mr. WANG Dongming, Mr. YIN Ke and Mr. CHENG Boming; the non-executive directors are Mr. FANG Jun and Mr. JU Weimin; and the independent non-executive directors are Mr. WU Xiaoqiu, Mr. RAO Geping and Mr. LEE Kong Wai, Conway.

• 7 -

NOTICE OF THE 2012 FIRST EXTRAORDINARY GENREAL MEETING

Notes:

1. Details of the above resolutions are set out in the Circular.

2. According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this notice of the EGM will be voted on by way of poll. Results of the poll voting will be posted on the website of the Company at www.cs.ecitic.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

3. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy is not required to be a Shareholder of the Company.

4. To be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed or a notarial certified copy of that power of attorney or authority, must be completed and deposited at the board of the directors’ office of the Company (for A Shareholders) or the Company’s H Shares registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

The address of the board of the directors’ office of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100125 (Tel: (8610) 6083 6030, Fax: (8610) 6083 6031).

The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555).

Completion and return of the proxy form will not preclude any Shareholder from attending and voting at the EGM or any adjournment thereof in person should he so wish.

1. In order to determine Shareholders’ entitlement to attend the EGM, the H Share register of members of the Company will be closed from Saturday, 29 September 2012 to Monday, 29 October 2012 (both days inclusive), during which period no share transfer will be registered. In order for H Shareholders to be qualified for attending the EGM, all share certificates together with the transfer documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, at or before 4:30 p.m. on Friday, 28 September 2012.

2. In case of joint Shareholders, if more than one of them attend the EGM, either in person or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint Shareholders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

3. Shareholders who wish to attend the EGM, whether in person or by proxy, shall return the reply slip for the meeting to the board of the directors’ office of the Company in person, by mail or fax on or before Monday, 8 October 2012. The address of the board of the directors’ office of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100125 (Tel: (8610) 6083 6030, Fax: (8610) 6083 6031).

4. The EGM is expected to last for a half day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM.

5. 8 -