CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2020

Jul 31, 2020

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 the Second Proxy Form for the Extraordinary General Meeting 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 [313 x 51] intentionally omitted <==

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

PROPOSED AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

AND

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

This circular should be read in conjunction with the announcement of the Company dated 28 July 2020. The Extraordinary General Meeting originally scheduled to be held at 9:30 a.m. on Friday, 31 July 2020 has been postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 9:30 a.m. on Tuesday, 18 August 2020. The postponement of the Extraordinary General Meeting and supplemental notice is set out on pages 10 to 11 of this circular.

The Second Proxy Form applicable to the Extraordinary General Meeting is enclosed with this circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.

H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof.

Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

3 August 2020

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY
GENERAL MEETING AND SUPPLEMENTAL NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

— i —

DEFINITIONS

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

• “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;

• “CITIC Corporation Limited” CITIC Corporation Limited (中國中信有限公司) (formerly known as CITIC Limited (中國中信股份有限公司) and renamed in 2014, and currently being a wholly-owned subsidiary of CITIC Limited), which is the largest Shareholder of the Company who individually holds approximately 15.47% of the Shares of the Company;

• “Company” CITIC Securities Company Limited (中信証券股份有限公司), a joint stock 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;

• “Company Law” the Company Law of the People’s Republic of China (as amended from time to time);

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

• “Extraordinary General Meeting” the 2020 First Extraordinary General Meeting of the Company originally scheduled to be held on Friday, 31 July 2020 and has been postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 9:30 a.m. on Tuesday, 18 August 2020;

• “First Proxy Form”

the proxy form enclosed with the circular and the notice of Extraordinary General Meeting of the Company dated 16 June 2020;

• “H Share(s)” the overseas listed foreign 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;

• “Hong Kong”

• 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 (as amended from time to time);

— 1 —

DEFINITIONS

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Latest Practicable Date” 29 July 2020, being the latest practicable date of ascertaining the relevant information contained in this circular prior to its publication;

“Notice of Extraordinary the Notice of Extraordinary General Meeting of the Company dated 16 General Meeting” June 2020;

“PRC” or “China” the People’s Republic of China which, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

“RMB” Renminbi, the lawful currency of the PRC;

“Second Proxy Form” the new proxy form for the Extraordinary General Meeting, which is enclosed with this circular;

“Share(s)” the ordinary share(s) of the Company with a nominal value of RMB1.00 each, including A Share(s) and H Share(s); and

• “Shareholder(s)”

the registered holder(s) of the Shares of the Company.

— 2 —

LETTER FROM THE BOARD

==> picture [313 x 51] intentionally omitted <==

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

Directors:

Mr. ZHANG Youjun (Executive Director, Chairman) Mr. YANG Minghui (Executive Director)

Mr. WANG Shuhui (Non-executive Director)

Registered Office:

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

Mr. LIU Ke (Independent Non-executive Director)

Mr. HE Jia (Independent Non-executive Director)

Mr. ZHOU Zhonghui (Independent Non-executive Director)

Principal place of business in Hong Kong:

26/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong

3 August 2020

To the H Shareholders,

PROPOSED AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

AND

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

1 INTRODUCTION

References are made to (i) the notice and circular of Extraordinary General Meeting of the Company dated 16 June 2020, which set out the resolution to be put forward at the Extraordinary General Meeting for Shareholders’ consideration, namely the Resolution on the Amendments to the Articles of Association of the Company; and (ii) the announcement of the Company dated 28 July 2020 (the “ Announcement ”).

As disclosed in the Announcement, the Board has resolved at a meeting held on 28 July 2020 to withdraw the “1. Resolution on the Amendments to the Articles of Association of the Company” as a special resolution set out in the Notice of Extraordinary General Meeting, and the resolution will no longer be put forward at the Extraordinary General Meeting. The Board also considered and approved the Proposal on the Amendments and Improvements to the Articles of Association of the Company at the abovementioned meeting, and agreed to make amendments and improvements to the Articles of Association. In accordance with the Articles of Association, the Board, as the convener of the Shareholders’ general meeting, shall not make any change to the proposals set forth in the notice of the Shareholders’ general meeting or submit any new proposal after publishing the notice of the Shareholders’ general meeting. Shareholders that hold, individually or collectively, 3% or more of the Shares of the Company may submit provisional proposals in writing to the convener 10 days prior to the date of the Shareholders’ general meeting. On 28 July 2020, the Board received the provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company, submitted by CITIC Corporation Limited, the largest Shareholder of the Company, to the Extraordinary General Meeting.

— 3 —

LETTER FROM THE BOARD

This circular aims to provide you with the detailed information regarding, among others, (i) the details of the above-mentioned provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company; and (ii) the postponement of the Extraordinary General Meeting and supplemental notice, so as to enable you to make an informed decision on whether to vote for or against the provisional proposal to be put forward at the Extraordinary General Meeting.

2 THE PROVISIONAL PROPOSAL RELATING TO THE RESOLUTION ON THE AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

In accordance with Article 19 of the Company Law and the relevant requirements regarding incorporation of Party-building work into the articles of association of financial enterprises and after taking into consideration the actual situation of the Company, it is proposed to amend and improve certain articles of the Articles of Association of the Company.

Detailed information of the proposed amendments and improvements to the Articles of Association is as follows:

Original Articles	Original Articles		New Articles	Basis for the Amendments
Article No.	Article	Article No.	Article
	Newly added article. The original Article 10 is adjusted accordingly to Article 11. The content is omitted.	Article 10	In accordance with the relevant	Article 19 of the Company Law and r e l e v a n t r e q u i r e m e n t s r e g a r d i n g incorporation of Party-building work into the articles of associations of financial enterprises
			provisions of the Constitution of
			the Communist Party of China and
			the Company Law, organizations
			of the Communist Party of
			China shall be established. The
			Party Committee shall play
			the leadership role, setting the
			direction, keeping in mind the
			big picture and ensuring the
			implementation of the Party
			policies and principles. The
			working organs of the Party shall
			be established with sufficient
			staff to deal with Party affairs and
			sufficient funds to operate the
			Party organization.
	Newly added chapter. The numbering of the original chapter is adjusted accordingly. The content is omitted.	Chapter 4	Party Organization	Article 19 of the Company Law a n d r e l e v a n t r e q u i r e m e n t s r e g a r d i n g incorporation of Party-building work into the articles of associations of financial enterprises

— 4 —

LETTER FROM THE BOARD

Original Articles	Original Articles		New Articles	Basis for the Amendments
Article No.	Article	Article No.	Article
	Newly added article. The numbering of the original article is adjusted accordingly. The content is omitted.	Article 68	The Committee of the Communist	Article 19 of the Company Law a n d r e l e v a n t r e q u i r e m e n t s r e g a r d i n g incorporation of P a r t y - b u i l d i n g work into the a r t i c l e s o f a s s o c i a t i o n s o f f i n a n c i a l enterprises
			Party of the CITIC Securities
			Company Limited (the“ Party
			Committee ”) shall be established
			by the Company. The Party
			Committee shall consist of one
			secretary, one to two deputy
			secretaries, and several other
			members. The chairman of
			the Board of Directors and the
			secretary of the Party Committee
			shall be the same person, and
			one deputy secretary shall be
			designated to assist the secretary
			in carrying out Party-building
			work. Eligible members of
			the Party Committee can join
			the Board of Directors, the
			Supervisory Committee and the
			Executive Committee through
			legal procedures, while eligible
			members of the Board of
			Directors, Supervisory Committee
			and the Executive Committee can
			also join the Party Committee in
			accordance with relevant rules
			and procedures. Meanwhile,
			the commissions for discipline
			inspection of the Communist Party
			of the CITIC Securities Company
			Limited (the“ Party Discipline
			Inspection Commissions ”) shall
			be established by the Company
			in accordance with relevant
			requirements.

— 5 —

LETTER FROM THE BOARD

Original Articles	Original Articles		New Articles	New Articles	Basis for the Amendments
Article No.	Article	Article No.	Article
	Newly added article. The numbering of the original article is adjusted accordingly. The content is omitted.	Article 69	The Party Committee of the		Article 19 of the Company Law a n d r e l e v a n t r e q u i r e m e n t s r e g a r d i n g incorporation of P a r t y - b u i l d i n g work into the a r t i c l e s o f a s s o c i a t i o n s o f f i n a n c i a l enterprises
			Company shall perform the
			duties in accordance with the
			Constitution of the Communist
			Party of China, the Working
			Rules for the Party Group of the
			Communist Party of China, the
			Working Rules for the Grassroot
			Organizations of the State-owned
			Enterprises of the Communist
			Party of China (Trial) and other
			internal laws and regulations of
			the Party. (1) ensure and supervise the
			(1)
			(2)	Company’s implementation
				of policies and guidelines
				of the Party and the State,
				and implement major
				strategic decisions of the
				Central Committee of the
				Party and the State Council,
				as well as important work
				arrangements of higher-
				level Party organizations. strengthen its leadership
				and gate keeping role in
				the management of the
				process of selection and
				appointment of personnel,
				focusing on standards,
				procedure, evaluation,
				recommendation and
				supervision, uphold the
				integration of the principle
				that the Party manages the
				officials with the function
				of the Board of Directors in
				the lawful selection of the
				management and with the
				lawful exercise of authority
				of appointment, promotion
				and demotion of personnel
				by the management.

— 6 —

LETTER FROM THE BOARD

Original Articles	Original Articles		New Articles	New Articles	Basis for the Amendments
Article No.	Article	Article No.		Article
			(3)	discuss and decide the
			(4)	reform, development and
				stability of the Company,
				major operational and
				management issues and
				major issues concerning
				employee interests in
				accordance with the
				relevant requirements,
				and put forth comments
				and suggestions. Support
				the General Meeting of
				Shareholders, the Board of
				Directors, the Supervisory
				Committee and the
				Executive Committee in
				performing their duties
				in accordance with law
				and support the employee
				representatives general
				meeting in carrying out its
				work. assume the primary
				responsibility to run the
				Party comprehensively with
				strict discipline, lead the
				Company’s ideological and
				political work, the United
				Front work, the cultural and
				ethical progress, corporate
				culture cultivation as well
				as the work of groups
				such as the labor union
				and the Communist Youth
				League, lead the building
				of the Party’s working
				style and its clean and
				honest administration, and
				support the Party Discipline
				Inspection Commissions
				in earnestly performing its
				supervisory responsibilities.

— 7 —

LETTER FROM THE BOARD

Original Articles	Original Articles		New Articles	New Articles	Basis for the Amendments
Article No.	Article	Article No.		Article
			(5)	strengthen the building of
			(6)	the Company’s grassroots
				Party organizations and
				of its contingent of Party
				members, give full play to
				the role of Party branches
				as strongholds and to the
				role of Party members
				as pioneers and fine
				examples, and unite and
				lead officials and employees
				company-wide to devote
				themselves into the reform
				and development of the
				Company. other material matters that
				fall within the duty of the
				Party Committee.
	Newly added article. The numbering of the original article is adjusted accordingly. The content is omitted.	Article 180	The	opinions of the Party	Article 19 of the Company Law and r e l e v a n t r e q u i r e m e n t s r e g a r d i n g incorporation of Party-building work into the articles of associations of financial enterprises
			Committee shall be heard before
			the Board of Directors decides on
			material issues of the Company.

The above-mentioned proposed amendments to the Articles of Association are subject to the approval by the Shareholders at the Extraordinary General Meeting by way of a special resolution. The Company will complete the relevant filings in relation to the amendments to the Articles of Association in accordance with the regulatory requirements.

3 EXTRAORDINARY GENERAL MEETING AND THE SECOND PROXY FORM

As mentioned above, given CITIC Corporation Limited has submitted a provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company to the Extraordinary General Meeting, the Board shall dispatch a supplemental circular in relation to the provisional proposal to the Shareholders in accordance with the requirements of the Hong Kong Listing Rules. As such, the Extraordinary General Meeting originally scheduled to be held at 9:30 a.m. on Friday, 31 July 2020 will be postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 9:30 a.m. on Tuesday, 18 August 2020. The postponement of the Extraordinary General Meeting and supplemental notice is set out on pages 10 to 11 of this circular.

Given the Extraordinary General Meeting has been postponed to be held on 18 August 2020, the last date for closure of the H Share register of members of the Company will be extended to Tuesday, 18 August 2020 (including the last day). Accordingly, no H Share transfer will be registered during the period from Wednesday, 1 July 2020 to Tuesday, 18 August 2020 (both days inclusive). The H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, 18 August 2020 are entitled to attend and vote at the Extraordinary General Meeting.

— 8 —

LETTER FROM THE BOARD

Due to the withdrawal of the “1. The Resolution on the Amendments to the Articles of Association of the Company” as a special resolution set out in the Notice of Extraordinary General Meeting, and the submission of the new provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company, the Company will despatch the “Second Proxy Form” to you together with this circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.

H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof.

Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

4 RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the above-mentioned provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company is in the interest of the Company and its Shareholders as a whole and accordingly recommend you to vote in favor of the resolution.

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

— 9 —

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

==> picture [313 x 51] intentionally omitted <==

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

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

References are made to the notice (the “ Notice of Extraordinary General Meeting ”) of the 2020 First Extraordinary General Meeting (the “ Extraordinary General Meeting ”) of CITIC Securities Company Limited (the “ Company ”) dated 16 June 2020, the announcement dated 28 July 2020 and the circular dated 3 August 2020 (the “ Circular ”). Unless the context otherwise requires, the terms used in this supplemental notice shall have the same meaning as those defined in the Circular.

Supplemental notice is hereby given that (i) the Extraordinary General Meeting will be postponed to be held at 9:30 a.m. on Tuesday, 18 August 2020 at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC; (ii) the Company has withdrawn the “1. Resolution on the Amendments to the Articles of Association of the Company” as a special resolution set out in the Notice of Extraordinary General Meeting; and (iii) the following new resolution is proposed to be considered and, if thought fit, approved by the Shareholders at the Extraordinary General Meeting.

SPECIAL RESOLUTION

1. To consider and approve the resolution on the amendments and improvements to the Articles of Association of the Company.

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

Beijing, the PRC 3 August 2020

— 10 —

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

Notes:

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

2. Given the Extraordinary General Meeting has been postponed to be held on 18 August 2020, the last date for closure of the H Share register of members of the Company will be extended to Tuesday, 18 August 2020 (including the last day). Accordingly, no H Share transfer will be registered during the period from Wednesday, 1 July 2020 to Tuesday, 18 August 2020 (both days inclusive). The H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, 18 August 2020 are entitled to attend and vote at the Extraordinary General Meeting.

3. A Second Proxy Form containing the above resolution is enclosed with the Circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.

4. H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof. Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

— 11 —