CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2013

Sep 11, 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 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.

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

(1) PROPOSED EXPANSION OF THE BUSINESS SCOPE OF THE COMPANY;

(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

AND

NOTICE OF THE EGM

A notice convening 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 a.m. on Tuesday, 29 October 2013 is set out on pages 7 to 9 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 in person or by post not less than 24 hours before the time appointed for the EGM or any adjournment thereof to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; and for A Shareholders, details relating to the procedures for attending the EGM shall be referred to in the announcement published by the Company on the Shanghai Stock Exchange. 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’ offi ce of the Company on or before Wednesday, 9 October 2013.

11 September 2013

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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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 2013 Second 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 a.m. on Tuesday, 29 October 2013
“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 Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”	6 September 2013, 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

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DEFINITIONS

“RMB” “Share(s)” “Shareholder(s)”

Renminbi, the lawful currency of the PRC A Shares and H Shares A Shareholders and H Shareholders

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LETTER FROM THE BOARD

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

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

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

Mr. RAO Geping (Independent Non-executive Director) Mr. WEI Benhua (Independent Non-executive Director)

Registered offi ce:

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 2013

To the H Shareholders,

(1) PROPOSED EXPANSION OF THE BUSINESS SCOPE OF THE COMPANY;

(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

AND

NOTICE OF THE EGM

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 a.m. on Tuesday, 29 October 2013.

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.

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LETTER FROM THE BOARD

2. PROPOSED EXPANSION OF THE BUSINESS SCOPE OF THE COMPANY

The CSRC provides in the Directory Concerning Application Conditions and Application Materials for Securities Companies to Launch the Agency Services Business for Precious Metal Spot Contracts and Proprietary Business for Spot Gold Contracts 《關於證券公司開展貴金屬現貨合約代理業務、黃金 現貨合約自營業務申請條件及申請材料目錄》 that upon the fulfi llment of the prescribed conditions, securities companies may apply for the launching of the agency services business for precious metal spot contracts and proprietary business for spot gold contracts. In consideration of the aforesaid application materials directory, the Company complies with the prescribed conditions to carry out the agency services business for precious metal spot contracts and proprietary business for spot gold contracts. Accordingly, the Company proposed to apply to the CSRC for conducting these two businesses.

To facilitate the application process, the Board resolved to propose resolution(s) for consideration and if thought fi t, approval by the Shareholders at the EGM in relation to the expansion of the business scope of the Company to include agency services business for precious metal spot contracts and proprietary business for spot gold contracts; and to authorize the management of the Company to carry out all necessary matters, including but not limited to, obtaining necessary regulatory approval(s), making corresponding amendment(s) to the Articles of Association, undertaking relevant registration and fi ling procedures with the State Administration of Industry and Commerce and renewing the business licence of the Company. The proposed expansion of business scope of the Company will strengthen the competitive edge of the Company so as to maximize the returns for the Shareholders.

The proposed expansion of the business scope of the Company is subject to the Shareholders’ approval at the EGM by way of special resolution and the approval of the CSRC.

3. PROPOSED APPOINTMENT OF THE EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 29 August 2013 in relation to the proposed appointment of Mr. Liu Lefei as the executive Director. The nomination committee of the Company has reviewed and considered the qualifi cations of Mr. Liu and was of the view that the proposed appointment of Mr. Liu as the executive Director complies with the relevant laws and regulations of the PRC and the provisions of the Articles of Association and accordingly, agreed to nominate Mr. Liu as a candidate for executive Director.

The biographical details of Mr. Liu Lefei are set out as follows:

Mr. Liu Lefei (劉樂飛), 40, currently serves as the director and chief executive offi cer of CITIC Private Equity Funds Management Co., Ltd. and has extensive experience in the securities and fi nancial industry and substantial experience in corporate governance. Mr. Liu previously served as the chief investment executive offi cer and general manager of the investment management department of China Life Insurance Company Limited, general manager of the general investment management department of China Galaxy Securities Company Limited, executive director of Capital Securities Co., Ltd., etc. Mr. Liu currently serves as the director of China Life Asset Management Company Limited and the vice chairman of a PRC listed company Bohai Ferry Co., Ltd., and also served as our director from 4 May 2008 to 20 June 2012. In addition, he served as the directors of China Guangfa Bank Co., Ltd., Dalian Bank Co., Ltd., UnionPay Commercial Company Limited, a PRC listed company Beijing Jangho Curtain Wall Co., Ltd. (now known as Jangho Group Company Limited), etc. Mr. Liu obtained a bachelor’s degree in economics in 1995 from Renmin University of China and a master’s degree in business administration in 2006 from China Europe International Business School.

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LETTER FROM THE BOARD

As far as the Directors are aware and save as disclosed above, Mr. Liu did not hold any directorship in any other listed public companies in the last three years. Mr. Liu does not have any relationship with any Director, senior management or substantial shareholder of the Company, nor does he hold any other position in the Company or any of its subsidiaries.

As at the Latest Practicable Date, Mr. Liu does not have any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance.

Save as disclosed above, there is no other information in relation to the appointment of Mr. Liu 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. Liu has not been penalized by the CSRC or other regulatory departments or stock exchanges.

As at the Latest Practicable Date, the Company has not entered into any service contract with Mr. Liu. The appointment of Mr. Liu as the executive Director of the 5th Session of the Board was proposed to be for a term commencing from the date on which his appointment becomes effective up to the end of the 5th Session of the Board in 2015. Mr. Liu will not receive any remuneration from the Company upon his appointment as the executive Director. At the 2012 annual general meeting of the Company held on 20 June 2013, the Shareholders passed, among others, the special resolution relating to the amendments to the Articles of Association whereby the total number of Board members will increase from nine to ten. As at the Latest Practicable Date, the aforesaid amendments to the Articles of Association were approved by the Shenzhen Bureau of the CSRC and the relevant registration formalities with the local Industry and Commerce Bureau in respect thereof are being processed. Accordingly, the proposed appointment of Mr. Liu Lefei as the executive Director will become effective upon the fulfi lment of the following conditions:

1. the proposed appointment of Mr. Liu Lefei as the executive Director having been approved by the Shareholders at the EGM by way of ordinary resolution;

2. Mr. Liu Lefei having obtained the prerequisite qualifi cation for becoming a director of a securities company pursuant to the relevant PRC laws and regulations; and

3. the aforesaid amendments to the Articles of Association having become effective.

4. THE EGM

A notice convening the EGM is set out at pages 7 to 9 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 in person or by post not less than 24 hours before the time appointed for the EGM or any adjournment thereof to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; and for A Shareholders, details relating to the procedures for attending the EGM shall be referred to in the announcement published by the Company on the Shanghai Stock Exchange. 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.

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LETTER FROM THE BOARD

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’ offi ce of the Company on or before Wednesday, 9 October 2013.

The address of the board of the directors’ offi ce of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100026 (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 on the HKExnews website of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon 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

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NOTICE OF THE EGM

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

NOTICE OF THE EGM

NOTICE IS HEREBY GIVEN that the 2013 Second 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 a.m. on Tuesday, 29 October 2013 for the purposes of considering, and if thought fi t, approving the following resolutions. Unless otherwise specifi ed, capitalized terms used in this notice shall have the same meaning as defi ned in the circular of the Company dated 11 September 2013 (the “ Circular ”).

SPECIAL RESOLUTION

1. “ THAT:

2. (a) the Company be authorized to apply for the expansion of the business scope of the Company to engage in the agency services business for precious metal spot contracts and proprietary business for spot gold contracts, and subject to the approval(s) of the relevant authority(ies) in the PRC, including but not limited to, the CSRC, the business scope of the Company be expanded to include the agency services business for precious metal spot contracts and proprietary business for spot gold contracts; and

3. (b) any one of the Directors or the management of the Company be and is hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to and implement such expansion of the business scope of the Company and to carry out all necessary matters, including but not limited to, obtaining necessary regulatory approval(s), making corresponding amendment(s) to the Articles of Association as required by the relevant regulatory authority(ies) in the PRC, undertaking relevant registration and fi ling procedures with the State Administration of Industry and Commerce and renewing the business licence of the Company as such Director or management of the Company may in his/her absolute discretion deem fi t.”

ORDINARY RESOLUTION

1. “ THAT:

2. (a) the appointment of Mr. Liu Lefei as the executive Director of the 5th Session of the Board for a term commencing from the date on which his appointment becomes effective up to the end of the 5th Session of the Board be approved and confi rmed; and

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NOTICE OF THE EGM

• (b) any one of the Directors or the management of the Company be and is hereby authorized to implement and take all steps and to do all acts and things as may be necessary or desirable to give effect to and implement such appointment of Mr. Liu Lefei as the executive Director of the 5th Session of the Board as such Director or management of the Company may in his/her absolute discretion deem fi t.”

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

Beijing, the PRC 11 September 2013

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

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NOTICE OF THE EGM

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 HKExnews 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 certifi ed copy of that power of attorney or authority, must be completed and deposited at 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; and for A Shareholders, details relating to the procedures for attending the EGM shall be referred to in the announcement published by the Company on the Shanghai Stock Exchange.

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 H Shareholders’ entitlement to attend the EGM, the H Share register of members of the Company will be closed from Saturday, 28 September 2013 to Tuesday, 29 October 2013 (both days inclusive), during which period no share transfer will be registered . In order for H Shareholders to be qualifi ed for attending the EGM, all share certifi cates 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, 27 September 2013 . H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the above date are entitled to attend the forthcoming EGM.

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’ offi ce of the Company in person, by mail or fax on or before Wednesday, 9 October 2013. The address of the board of the directors’ offi ce of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100026 (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.

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