CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2019

Apr 17, 2019

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)

SECOND NOTICE OF

THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

References are made to the notice of the 2019 first extraordinary general meeting (the “ Extraordinary General Meeting ”) dated 18 March 2019 and the announcement on postponement and change of venue of the Extraordinary General Meeting and extension of book closure period dated 25 March 2019 published by CITIC Securities Company Limited (the “ Company ”), announcing that the Extraordinary General Meeting will be held at 9:30 a.m. on Monday, 6 May 2019. Unless otherwise specified, capitalized terms used in this notice shall have the same meanings as defined in the circular of the Extraordinary General Meeting dated 18 March 2019.

Pursuant to the relevant provisions of the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas and Articles 85 of the Articles of Association of the Company, since the number of the Shares with voting rights represented by the Shareholders who intend to attend the Extraordinary General Meeting does not reach half of the total number of the Shares with voting rights of the Company as at 15 April 2019, which is the deadline for the Shareholders who intend to attend the Extraordinary General Meeting to return the reply slips, the Company hereby re-announces the time, venue of and resolutions to be considered at the Extraordinary General Meeting as follows.

• I. Time of the Extraordinary General Meeting: 9:30 a.m. on Monday, 6 May 2019.

• II. Venue of the Extraordinary General Meeting: Beijing Room, 2/F, Kempinski Hotel, Beijing Lufthansa Center, No. 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.

• III. Resolutions to be considered at the Extraordinary General Meeting:

SPECIAL RESOLUTIONS:

1. To consider and approve the resolution on the updated plan in relation to the Acquisition of Assets by Issuance of Shares and Related Party Transaction.

   • 1.01 To consider and approve the overall plan of the Transaction.

   • 1.02 To consider and approve the Target Assets and the counterparties of the Transaction.

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• 1.03 To consider and approve the pricing basis of the Target Asset and the consideration of the Transaction.

• 1.04 To consider and approve the payment methods of the consideration.

• 1.05 To consider and approve the term of payment.

• 1.06 To consider and approve the contractual obligations regarding the transfer of the Target Assets and the liability for breach of the relevant obligations.

• 1.07 To consider and approve the profit and loss distribution.

• 1.08 To consider and approve the transfer of the Excluded Assets by Guangzhou Securities.

• 1.09 To consider and approve debt and personnel arrangements.

• 1.10 To consider and approve the preliminary integration arrangements upon completion of the Transaction.

• 1.11 To consider and approve the effective period of the resolution.

• 1.12 To consider and approve the way of Issuance.

• 1.13 To consider and approve the type and the nominal value of Shares to be issued.

• 1.14 To consider and approve the targets of Issuance and the way of subscription.

• 1.15 To consider and approve the Pricing Benchmark Date and the issue price.

• 1.16 To consider and approve the number of Shares to be issued.

• 1.17 To consider and approve the lock-up period.

• 1.18 To consider and approve the arrangement in relation to the accumulated undistributed profits of the Company prior to the Issuance.

• 1.19 To consider and approve the listing arrangement.

• 1.20 To consider and approve the effective period of the resolution.

1. To consider and approve the resolution on the Transaction constituting a Related Party Transaction.

2. To consider and approve the resolution on the Report on the Acquisition of Assets by Issuance of Shares and Related Party Transaction of CITIC Securities Company Limited (Draft) and its summary.

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1. To consider and approve the resolution on entering into the Agreement on Acquisition of Assets by Issuance of Shares and its appendix among the Company, its wholly-owned subsidiary and specific parties subject to conditions precedent.

2. To consider and approve the resolution on the Acquisition of Assets by Issuance of Shares not constituting a backdoor listing as stipulated in Article 13 of the Administrative Measures for the Significant Asset Restructurings of Listed Companies.

3. To consider and approve the resolution on the Acquisition of Assets by Issuance of Shares and Related Party Transaction of the Company complying with relevant laws and regulations.

4. To consider and approve the resolution on the Transaction complying with Article 4 of the Provisions on Several Issues concerning Regulating the Significant Asset Restructurings of Listed Companies.

5. To consider and approve the resolution on the Audit Report, the Pro Forma Review Report and the Asset Valuation Report in relation to the Transaction.

6. To consider and approve the resolution on the independence of the appraisal institution, reasonableness of the appraisal assumptions, the relevance of appraisal method selected to appraisal objectives and status of assets under appraisal and the fairness of the appraisal price.

7. To consider and approve the resolution on the risk warning on dilution of immediate return and remedial measures taken in this respect under the Transaction.

8. To consider and approve the resolution on the proposed authorization to the Board to deal with relevant matters in relation to the Transaction at its discretion.

ORDINARY RESOLUTIONS:

1. To consider and approve the resolution on the provision of guarantee for Guangzhou Securities by the Company.

2. To consider and approve the resolution on the change of independent non-executive Director of the Company.

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Please refer to the circular and the notice of the Extraordinary General Meeting dated 18 March 2019 and the announcement on postponement and change of venue of the Extraordinary General Meeting and extension of book closure period dated 25 March 2019 published by the Company on the websites of the HKExnews of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cs.ecitic.com), respectively for detailed information relating to the Extraordinary General Meeting.

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

Beijing, the PRC 17 April 2019

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

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