CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2015

Dec 4, 2015

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 ELECTION AND RE-ELECTION OF MEMBERS OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS (2) PROPOSED ELECTION AND RE-ELECTION OF NON-EMPLOYEE SUPERVISORS OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 1:30 p.m. on Tuesday, 19 January 2016 is set out on pages 12 to 14 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 the accompanying proxy form in accordance with the instructions printed thereon and return it as soon as possible. The proxy form is required to 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 (for H Shareholders) and the Board’s office (for A Shareholders). 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’s office on or before Tuesday, 29 December 2015.

4 December 2015

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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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 (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 of the Company

“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 directors of the Company

• “EGM”

the 2016 first extraordinary general meeting of the Company to be convened and held at 1:30 p.m. on Tuesday, 19 January 2016 at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC for the purpose of considering and, if thought fit, approving the resolutions relating to the election and re-election of members of the sixth session of the Board and non-employee Supervisors of the sixth session of the Supervisory Committee, including any adjournment in respect thereof

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “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

“H Share(s)”

the overseas listed foreign investment 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 (stock code: 6030)

“H Shareholder(s)”

holder(s) of H Shares

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	DEFINITIONS
“Latest Practicable Date”	2 December 2015, being the latest practicable date before
	printing of this circular for the purpose of ascertaining
	information for inclusion in this circular
“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
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholder(s)”	the A Shareholder(s) and the H Shareholder(s)
“Supervisor(s)”	the supervisors of the Company
“Supervisory Committee”	the supervisory committee of the Company

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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. LIU Lefei (Executive Director)

Mr. FANG Jun (Non-executive Director) Mr. WU Xiaoqiu

Registered office:

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

(Independent Non-executive Director)

Mr. LEE Kong Wai, Conway

• (Independent Non-executive Director)

• Mr. RAO Geping

(Independent Non-executive Director)

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

4 December 2015

To Shareholders ,

(1) PROPOSED ELECTION AND RE-ELECTION OF MEMBERS OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS AND

(2) PROPOSED ELECTION AND RE-ELECTION OF NON-EMPLOYEE SUPERVISORS OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE

1. INTRODUCTION

On behalf of the Board of Directors, I invite you to attend the EGM to be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 1:30 p.m. on Tuesday, 19 January 2016.

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

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LETTER FROM THE BOARD

2. ELECTION AND RE-ELECTION OF MEMBERS OF THE SIXTH SESSION OF THE BOARD OF DIRECTORS

Reference is made to the announcement of the Company dated 2 December 2015 regarding (among other things) proposed election and re-election of members of the sixth session of the Board. The Board proposes that the sixth session of the Board be composed of ten Directors, seven have been nominated and three remain to be nominated. The Company will publish a further announcement upon determination of the relevant candidates, and will submit the same for the Shareholders’ consideration and approval.

Mr. WANG Dongming, an executive Director of the fifth session of the Board, will not offer himself for re-election as a Director and chairman of the Board in consideration of his age. Mr. WANG Dongming participated in the establishment of the Company and served as the deputy general manager of the Company in June 1995, as the general manager of the Company from September 1999 to May 2002, and as the chairman of the Company since May 2002. Under the leadership of Mr. WANG Dongming over the years, the Company has realised rapid development and gradually become an investment bank with significant influence nationwide and internationally. The Board hereby extends its appreciation for the contributions by Mr. WANG Dongming to the Company. The Board will continue its pursue of excellence, laying of further solid foundation to realise leaps of development for the Company.

The Board further proposes the re-election of Mr. YIN Ke as an executive Director of the sixth session of the Board; the election of Mr. ZHANG Youjun and Mr. YANG Minghui as executive Directors of the sixth session of the Board; the re-election of Mr. FANG Jun as a non-executive Director of the sixth session of the Board; and the election of Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai as independent non-executive Directors of the sixth session of the Board.

Among the above candidates for appointment as Directors, the appointments of Mr. ZHANG Youjun and Mr. YANG Minghui are subject to the consideration and approval at EGM and filing with or approval by the local branch of the CSRC; the appointments of Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai are subject to the consideration and approval at the EGM, having been reviewed by Shanghai Stock Exchange with no objection on their qualifications, and also subject to the approval by the local branch of the CSRC.

If as at the date of consideration and approval of the members of sixth session of the Board at the EGM, (any or all of) Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai have not yet obtained the approvals by CSRC on their qualifications as independent directors of a securities company, any or all (subject to the approval or approvals obtained by then) of Mr. LEE Kong Wai, Conway, Mr. RAO Geping and Mr. WU Xiaoqiu will continue to perform as the independent non-executive Director(s) of the Company until the relevant non-executive independent Director(s) have obtained the qualification for appointment and formal commencement of services as the independent non-executive Director(s) of the Company (among this arrangement, and to comply with the applicable regulatory regulations, the Company will assign the duties of independent non-executive Director(s) by reference to his/their professional expertise, nationalities and other factors).

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has not entered into any service contracts with such proposed directors. The Board proposes to appoint the above candidates for appointment as Directors of the sixth session of the Board for a term of office of three years, starting from the date of Shareholders’ approval at the EGM. The remuneration polices as approved by the Shareholders at the 2011 annual general meeting will apply to the sixth session of the Board.

Biographical details of the nominees above are set out below:

Nominees for Executive Directors

Mr. ZHANG Youjun, aged 50. Mr. ZHANG joined the Company at the time of the establishment of the Company in 1995. He had worked as a general manager of the trading department of the Company, an assistant manager and deputy general manager of the Company, and was appointed as a Director of the Company from September 1999 to June 2012 and the general manager of the Company from May 2002 to October 2005. Mr. ZHANG previously worked as the general manager of Changsheng Fund Management Co., Ltd. from August 1998 to December 2001; initially as the general manager and subsequently as the chairman of China Securities Co., Ltd. from September 2005 to September 2011; a director of the board office of CITIC Group Corporation since December 2011; the chairman of CITIC Holdings Limited since August 2015; the assistant to the general manager of CITIC Group Corporation since October 2015; and the assistant to the general manager of CITIC Limited and CITIC Corporation Limited since November 2015. Mr. ZHANG obtained a Bachelor’s degree in economics (majoring in money and banking) in 1987 from Renmin University of China and a Master’s degree in economics (majoring in money and banking) in 1990 from Central University of Finance and Economics.

Mr. YIN Ke, aged 52, currently serves as an executive Director and vice-chairman of the Company, and a member of the executive committee. Mr. YIN joined the Company in 2007 and was appointed as a Director on 30 June 2009. Mr. YIN is also the chairman and chief executive officer of CITIC Securities International Co., Ltd., a director of CLSA Limited, a non-executive director of Hui Xian Asset Management Limited and an external director of Shandong Heavy Industry Group Company Limited. Mr. YIN previously worked as the assistant to the chief executive officer of the Shenzhen Stock Exchange from 1991 to 1992, responsible for assisting the chief executive officer for the development and day-to-day operation of the Shenzhen Stock Exchange; executive director and deputy general manager of Jun’an Securities Co., Ltd. from 1992 to 1998 and executive director and responsible person of Jun’an Securities Co., Ltd. from 1998 to 1999, responsible for the investment banking, brokerage and overseas businesses and the overall management of the company; deputy director of the merger committee of Guotai Jun’an Securities Co., Ltd. from 1998 to 1999, responsible for coordinating the merger between Jun’an Securities Co., Ltd. and Guotai Securities Co., Ltd.; director of Guotai Jun’an Securities Co., Ltd. from 1999 to 2000, responsible for the strategic development of the company; president and executive director of China United Securities Co., Ltd. from 2000 to 2002, responsible for the overall management and business of the company; director and deputy general manager of CITIC Capital Holdings Limited from 2002 to 2007, responsible for the investment banking and private equity investment businesses of the company; non-executive director of CITIC Capital Holdings Limited from 2007 to 2009; director of ACT 360 Solutions Limited (a company listed on TSX Venture Exchange) from 2000 to 2009, responsible for the business strategy of the company; independent director of CCB Principal Asset Management Co., Ltd. from 2005 to

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LETTER FROM THE BOARD

2009; director of Zhongxing Shenyang Commercial Building Group Co., Ltd. (a company listed on Shenzhen Stock Exchange) from 2006 to 2010; non-executive director of CITIC Dameng Holdings Limited (a company listed on Hong Kong Stock Exchange) from 2010 to 2011; non-executive director of Dah Chong Hong Holdings Limited (a company listed on Hong Kong Stock Exchange) from 2010 to 2012; non-executive director of CITIC Pacific Limited (a company listed on Hong Kong Stock Exchange) from 2009 to 2014, and vice-chairman of CITIC Securities International Co., Ltd. from 2007 to 2013. He obtained a Bachelor’s degree in electronics engineering in 1985 and a Master’s degree in economics in 1991 from Zhejiang University.

Mr. YANG Minghui, aged 51, senior economist. Mr. YANG joined the Company in 1995 when the Company was established and served as a director, assistant manager and deputy general manager of the Company. He is currently the managing director of the Company, chairman of China Asset Management Co., Ltd., chairman of China Asset Management (Hong Kong) Limited, chairman of China AMC Capital Management Limited and a director of E-Capital Transfer Co., Ltd. Mr. YANG was a director and executive vice-president of CITIC Holdings Limited and a director of CITIC Trust Co., Limited from May 2002 to August 2005; the chairman of CITIC-Prudential Fund Management Co., Ltd. from July 2005 to January 2007; and an executive director and the president of China Jianyin Investment Securities Company Limited from August 2005 to October 2011. Mr. YANG obtained a Bachelor’s degree in engineering (majoring in mechanical manufacturing technology and equipment) from the Department of Mechanical Engineering of East China Institute of Textile Science and Technology in 1982 and obtained a Master’s degree in engineering (majoring in textile machinery) from the Department of Mechanical Engineering of East China Institute of Textile Science and Technology in 1985.

As at the Latest Practicable Date, Mr. ZHANG Youjun holds 374 A Shares of the Company, accounting for 0.000003% of the issued Shares of the Company.

Each of Mr. ZHANG Youjun, Mr. YIN Ke and Mr. YANG Minghui has confirmed that, saved as disclosed above, (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not have any interest in any shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

In addition, each of Mr. ZHANG Youjun, Mr. YIN Ke and Mr. YANG Minghui has confirmed that there is no other information in respect of his appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

Nominees for Non-Executive Directors

Mr. FANG Jun, aged 47, currently serves as a non-executive Director. Mr. FANG joined the Company in 2012 and was appointed as a Director on 20 June 2012. He also serves as the general manager of the investment management department of China Life Insurance (Group) Company, and a director of China Life Investment Holding Company Ltd., Sino-Ocean Land Holdings Limited (a company listed on Hong Kong Stock Exchange), Shanghai Lujiazui Finance & Trade Zone United

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LETTER FROM THE BOARD

Development Co., Ltd., Hui Xian Holding Limited and Bohai Industrial Investment Fund Management Co., Ltd. Mr. FANG previously worked as the assistant to the general manager and deputy general manager of the asset management department of China Life Insurance (Group) Company from 2005 to February 2011. Mr. FANG obtained a Bachelor’s degree in law in 1991 from Renmin University of China, a Master’s degree in law in 1996 and a Ph.D. degree in management in 1999 from the Graduate School, Chinese Academy of Social Sciences.

Mr. FANG Jun has confirmed that, saved as disclosed above, (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not have any interest in any shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

In addition, Mr. FANG Jun has confirmed that there is no other information in respect of his appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

Nominees for Independent Non-Executive Directors

Mr. LIU Ke, aged 57, is currently a professor and master student tutor of the Business School of Beijing Language and Culture University. Mr. LIU was engaged in teaching, scientific research and management in Lanzhou University of Finance and Economics from July 1984 to October 1997. From October 1997 to May 2001, he served as a professor of Beijing Wuzi College engaging in teaching, scientific research and management and executive deputy chief editor of China Business and Market Magazine. Mr. LIU was accredited as State Council Expert for Special Allowance in April 1999 and was accredited as Beijing Municipal Trans-century Talent in April 2000. Mr. LIU obtained a Bachelor of arts degree from the Department of Foreign Languages of Northwest Normal University in 1984, a Master’s degree in business administration from the College of Business of University of Georgia in 1993 and a Doctoral degree in economics from the School of Finance of Renmin University of China in 2000.

Mr. HE Jia, aged 61, is currently a chair professor of Southern University of Science and Technology of China, Cheung Kong Visiting Chair Professor of the Ministry of Education and executive director and academic member of the China Society for Finance and Banking, and is also an independent director of Tsinghua Tongfang Co., Ltd. (a company listed on Shanghai Stock Exchange), Shenzhen Xinguodu Technology Co., Ltd. (a company listed on ChiNext of Shenzhen Stock Exchange), Shenzhen Soling Industrial Co., Ltd. (a company listed on Small and Medium Enterprises Board of Shenzhen Stock Exchange), China Investment Securities Co., Ltd. and Tibet Huayu Mining Co., Ltd. Mr. HE was an assistant professor and associate professor (life tenure) of the University of Houston from August 1991 to August 1999, professor of the Department of Finance of The Chinese University of Hong Kong from August 1996 to July 2015, member of the Planning and Development Committee of the CSRC from June 2001 to July 2002 and the director of Shenzhen Stock Exchange Research Institute from June 2001 to October 2002. Mr. HE graduated from Heilongjiang

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LETTER FROM THE BOARD

University in 1978, majoring in mathematics (worker-peasant-soldier student), obtained a double Master’s degree in computer science and decision science engineering from Shanghai Jiao Tong University in 1983 and obtained a Doctoral degree majoring in finance from the Wharton School of the University of Pennsylvania in 1988.

Mr. CHAN, Charles Sheung Wai, aged 61. Mr. CHAN joined Arthur Andersen Canada in 1977 and became a global partner of Arthur Andersen in 1998. He joined Arthur Andersen China/Hong Kong in 1994 and served as head of audit department and business consulting department of Greater China region. He was a partner of the China/Hong Kong Office of PricewaterhouseCoopers and assumed senior management functions from July 2002 to June 2012. Mr. CHAN has been serving as an independent non-executive director of SRE Group Limited (a company listed on Hong Kong Stock Exchange) since July 2012, an independent non-executive director of ChangYou.com Limited (a company listed on NASDAQ, USA) since September 2013, and was an independent director of China Grand Auto Limited (a company listed on Shanghai Stock Exchange) from October 2013 to August 2015. Mr. CHAN served as a member of the Listing Committee of The Stock Exchange of Hong Kong Limited from 1998 to 2001 and served as a member of the Selection Committee for the first Legislative Council of the Hong Kong Special Administrative Region in 1998. From 1996 to 1999, he was a council member of the Hong Kong Society of Certified Public Accountants, a member of the Accounting Standards Committee, a member of the Auditing Standards Committee and the chairman of the China Accounting Standards Committee. Mr. CHAN obtained his professional qualification as a Certified General Accountant in Canada in 1980 and became a certified public accountant in Hong Kong in 1995. Mr. CHAN obtained a Bachelor (with) Honours degree in Commerce from the University of Manitoba, Canada in 1977.

Each of Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai has confirmed that, saved as disclosed above, (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not have any interest in any shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

In addition, each of Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai has confirmed that there is no other information in respect of his appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

3. ELECTION AND RE-ELECTION OF NON-EMPLOYEE SUPERVISORS OF SIXTH SESSION OF THE SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated 2 December 2015 regarding (among other things) proposed election and re-election of non-employee Supervisors of the sixth session of the Supervisory Committee. The Supervisory Committee proposes that the sixth session of the Supervisory Committee be composed of five Supervisors, including three non-employee Supervisors and two employee Supervisors.

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LETTER FROM THE BOARD

The Supervisory Committee further proposes the re-election of Mr. GUO Zhao as a non-employee Supervisor of the sixth session of the Supervisory Committee; the election of Mr. LI Fang and Mr. RAO Geping as non-employee Supervisors of the sixth session of the Supervisory Committee; and has submitted such proposed appointments for the Shareholders’ consideration and approval at the EGM. Employee Supervisors of the sixth session of the Supervisory Committee will be elected by a general meeting of the employee representatives of the Company. Please refer to the announcement of the Company to be published further.

Among the above candidates for appointment as Supervisors, the appointment of Mr. LI Fang is subject to the consideration and approval at the EGM and the approval by the local branch of the CSRC. The appointment of Mr. RAO Geping is subject to the consideration and approval at the EGM and the filing with the local branch of the CSRC. Mr. RAO Geping is an independent non-executive Director of the fifth session of the Board, and his appointment as a Supervisor of the Company is subject to the discharge of his status as an independent non-executive Director.

As at the Latest Practicable Date, the Company has not entered into any service contracts with such proposed Supervisors. The Supervisory Committee proposes to appoint the above candidates for appointment as non-employee Supervisors of the sixth session of the Supervisory Committee for a term of office of three years, starting from the date of Shareholders’ approval at the EGM. The remuneration polices as approved by the Shareholders at the 2011 annual general meeting will apply to the sixth session of the Supervisory Committee.

Biographical details of the nominees for non-employee Supervisors above are set out below:

Mr. LI Fang, aged 58, currently serves as the secretary-general of the Council and director of the Planning and Research Department of National Social Security Fund from September 2011 and the non-executive director of The People’s Insurance Company (Group) of China Limited (a company listed on Hong Kong Stock Exchange) from October 2015. Mr. LI served as a director of Jiangxi Science and Technology Development Centre and director of Jiangxi Institute of Computer Technology from August 1991 to November 1996; vice-president of Jiangxi Academy of Sciences from November 1996 to August 2000; president of Jiangxi Academy of Sciences from August 2000 to January 2004; deputy secretary and deputy mayor of Jiujiang City, Jiangxi Province from January 2004 to November 2006; party committee secretary of the Jiujiang Economic and Technological Development Zone of Jiangxi Province from January 2006 to November 2006; deputy secretary of the municipal party committee, acting mayor, mayor of Jingdezhen, Jiangxi Province from November 2006 to December 2010; and the director of the Office of the Council of National Social Security Fund from December 2010 to September 2011. Mr. LI graduated from Beijing Institute of Iron and Steel Engineering in 1980, majoring in metal physics and obtained a Master’s degree in business administration from the School of Management of Huazhong University of Science and Technology in 2005.

Mr. GUO Zhao, aged 58, currently serves as a Supervisor. Mr. GUO joined the Company in 1999 and was appointed as a Supervisor on 26 September 1999. Mr. GUO is also the vice president of Nanjing Gaoke Co., Ltd., and director and general manager of Nanjing Chengong Pharmaceuticals

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LETTER FROM THE BOARD

Co., Ltd. Mr. GUO previously worked as the deputy chief accountant of Nanjing International Container Handling Co., Ltd. from 1988 to 1992, responsible for the financial affairs of the company; secretary to the board of directors of Nanjing Xingang High-Tech Co., Ltd. from 1992 to 2002, responsible for the board affairs and information disclosure of the company; and director of Nanjing Xingang High-Tech Co., Ltd. from January 2001 to January 2013. Mr. GUO was granted with an accountant certificate in September 1993 by the Committee for Assessment of Academic Qualifications of the PRC Ministry of Transport. Mr. GUO obtained a college diploma in water transport finance and accounting in 1988 from Wuhan Heyun College.

Mr. RAO Geping, aged 67, currently serves as an independent non-executive Director of the Company. Mr. RAO joined the Company in 2011 and was appointed as an independent non-executive Director on 11 August 2011. Mr. RAO is also a professor and doctoral supervisor of the International Law Institution, head of the Center for Hong Kong and Macao Studies, head of the Center of Hong Kong, Macao and Taiwan Law Studies in Peking University. Mr. RAO also serves as a member of 12th CPPCC National Committee and member of the Committee for the Basic Law of Hong Kong of the Standing Committee of the NPC; the chairman of the Institute of Hong Kong and Macao Affairs of the Development Research Center of the State Council; member of the Law Specialty Committee on National Self-taught Higher Education Examinations; and independent supervisor of TravelSky Technology Limited. Mr. RAO previously served as an independent non-executive director of China National Biotec Group Company Limited, Yangguang Xinye Real Estate Co., Ltd. (a company listed on Shenzhen Stock Exchange) and Poly Culture Corporation Limited (a company listed on Hong Kong Stock Exchange). Mr. RAO obtained a Master’s degree in law in 1982 from Peking University and was a visiting scholar at the University of Washington, New York University, and Max Planck Institute of International Law.

Each of Mr. LI Fang, Mr. GUO Zhao and Mr. RAO Geping has confirmed that, saved as disclosed above, (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not have any interest in any shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

In addition, each of Mr. LI Fang, Mr. GUO Zhao and Mr. RAO Geping has confirmed that there is no other information in respect of his appointment that is discloseable pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

4. EGM

A notice convening the EGM is set out at pages 12 to 14 of this circular. A form of proxy and a reply slip for the EGM are also enclosed herewith.

If you wish to attend the EGM by proxy, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it as soon as possible. The proxy form is required to be returned in person or by post not less than 24 hours before the time appointed for the

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LETTER FROM THE BOARD

EGM or any adjournment thereof to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders) and the Board’s office (for A Shareholders). 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’s office on or before Tuesday, 29 December 2015.

The address of the Board’s office 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

The resolutions 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 contained in the notice of the EGM are in the interests of the Company and its Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the resolutions set out therein.

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 first 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, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 1:30 p.m. on Tuesday, 19 January 2016 for the purposes of considering, and if thought fit, approving the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as defined in the circular of the Company dated 4 December 2015.

ORDINARY RESOLUTIONS

1. To consider and approve the resolutions on the election and re-election of members of the sixth session of Board of Directors

2. 1.1 To elect Mr. ZHANG Youjun as an executive Director of the Company;

3. 1.2 To re-elect Mr. YIN Ke as an executive Director of the Company;

4. 1.3 To elect Mr. YANG Minghui as an executive Director of the Company;

5. 1.4 To re-elect Mr. FANG Jun as a non-executive Director of the Company;

6. 1.5 To elect Mr. LIU Ke as an independent non-executive Director of the Company;

7. 1.6 To elect Mr. HE Jia as an independent non-executive Director of the Company; and

8. 1.7 To elect Mr. CHAN, Charles Sheung Wai as an independent non-executive Director of the Company.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. To consider and approve the resolutions on the election and re-election of non-employee supervisors of the sixth session of the Supervisory Committee

2. 2.1 To elect Mr. LI Fang as a non-employee Supervisor of the Company;

3. 2.2 To re-elect Mr. GUO Zhao as a non-employee Supervisor of the Company;

4. 2.3 To elect Mr. RAO Geping as a non-employee Supervisor of the Company.

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

Beijing, the PRC 4 December 2015

Further details of the above resolutions are set out in the circular of the Company dated 4 December 2015.

As at the date of this notice, the executive Directors of the Company are Mr. WANG Dongming, Mr. CHENG Boming, Mr. YIN Ke and Mr. LIU Lefei; the non-executive Director is Mr. FANG Jun; and the independent non-executive Directors are Mr. WU Xiaoqiu, Mr. LEE Kong Wai, Conway and Mr. RAO Geping.

Notes:

1. According to 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.

2. 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.

3. 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’s office (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; 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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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, 19 December 2015 to Tuesday, 19 January 2016 (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, 18 December 2015 . 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’s office in person, by mail or fax on or before Tuesday, 29 December 2015. The address of the Board’s office 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 half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

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