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CITIC Securities Company Limited Proxy Solicitation & Information Statement 2016

Dec 2, 2016

50947_rns_2016-12-02_55be320e-29af-48d5-ac8e-29cf201976f6.pdf

Proxy Solicitation & Information Statement

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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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(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 2017 First Extraordinary General Meeting (the “ EGM ”) of CITIC Securities Company Limited (the “ Company ”) will be held at Qing Room, 5/F, Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 10:30 a.m. on Thursday, 19 January 2017 for the purposes of considering, and if thought fit, approving the following resolution. Unless otherwise specified, capitalised terms used in this notice shall have the same meaning as defined in the circular of the Company dated 2 December 2016 (the “ Circular ”).

ORDINARY RESOLUTION

  1. The resolution in relation to the renewal of the non-exempt continuing connected transactions of the Company:

THAT :

  • a) the terms and conditions of the Securities and Financial Products Transactions and Services Framework Agreement proposed to be renewed be and are hereby approved and confirmed;

  • b) the securities and financial products transactions and the securities and financial services transactions contemplated between the Group and CITIC Group and its associates under the Securities and Financial Products Transactions and Services Framework Agreement proposed to be renewed, as well as the proposed annual caps for such continuing connected transactions and the proposed maximum daily balance of non-exempted loans by CITIC Group and its associates to the Group as well as the proposed maximum daily balance of non-exempted loans by the Group to CITIC Group and its associates for the three financial years ending 31 December 2019 be and are hereby approved and confirmed; and

  • c) any one Director of the Company be and is hereby authorised to renew such agreement with CITIC Group, or to sign or execute such other documents or supplemental agreements or amendments, as so required by the relevant regulatory authority, on behalf of the Company and to do all such things and take all such actions as he may

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consider necessary or desirable for the purpose of giving effect to the terms of the renewed Securities and Financial Products Transactions and Services Framework Agreement.”

By order of the Board CITIC Securities Company Limited ZHANG Youjun Chairman

Beijing, the PRC 2 December 2016

As at the date of this notice, the executive directors of the Company are Mr. ZHANG Youjun, Mr. YIN Ke and Mr. YANG Minghui; the non-executive director is Mr. CHEN Zhong; and the independent non-executive directors are Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai.

Notes:

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

  2. According to the Hong Kong Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolution set out in this notice of the EGM shall be voted on by way of poll. Results of the poll 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 at the conclusion of the EGM.

  3. Any Shareholder qualified for attending and voting at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy needs not 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 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. 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.

  5. In order to determine H Shareholders’ entitlement to attend the EGM, the H Share register of members of the Company will be closed from Tuesday, 20 December 2016 to Thursday, 19 January 2017 (both days inclusive), during which period no transfer of H Shares will be registered . In order to be qualified for attending and voting at the EGM, for H Shareholders, 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 Monday, 19 December 2016.

The H Shareholders whose names appear on the H Share register of members of the Company on Thursday, 19 January 2017 are entitled to attend and vote at the EGM.

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  1. 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.

  2. Shareholders who wish to attend the EGM, whether in person or by proxy, shall return the reply slip for the meeting to the Board Office of the Company in person, by mail or fax on or before Thursday, 29 December 2016. The address of the Board Office 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).

  3. 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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