CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2021

Jun 23, 2021

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 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.

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

PROPOSED ESTABLISHMENT OF AN ASSET MANAGEMENT SUBSIDIARY AND THE CORRESPONDING CHANGE TO THE BUSINESS SCOPE OF THE COMPANY; PROPOSED ADJUSTMENT TO

THE ALLOWANCE GIVEN TO NON-EXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND SUPERVISORS OF THE COMPANY;

AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

A notice of the Extraordinary General Meeting of the Company 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 Monday, 9 August 2021 is set out on pages 3 to 7 of this circular.

Whether or not you are able to attend the Extraordinary General Meeting, you are requested to read the notice of the Extraordinary General Meeting carefully and complete the enclosed proxy form in accordance with the instructions printed thereon and return it as soon as possible. H Shareholders are required to return the proxy form to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; while A Shareholders are required to return the proxy form to the Board’s office, but in any event the proxy form shall be returned in person or by mail not less than 24 hours before the time appointed for the Extraordinary General Meeting or any adjourned meeting(s) thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting(s) thereof in person if you so wish.

If you wish to attend the Extraordinary General Meeting either in person or by proxy, you are required to complete and return the reply slip for the meeting to the Board’s office of the Company on or before Monday, 19 July 2021.

24 June 2021

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . .	8

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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;

• “Board”

the board of directors 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;

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

• “Extraordinary General Meeting”

• the 2021 First Extraordinary General Meeting of the Company 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 Monday, 9 August 2021;

• “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”

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 (as amended from time to time);

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited;

• “Latest Practicable Date” 21 June 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining the relevant information contained in this circular;

• “PRC” or “China” the People’s Republic of China;

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

“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);

• “Shareholder(s)” the registered holder(s) of the Shares of the Company;

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DEFINITIONS

“Supervisor(s)”

“Supervisory Committee”

the supervisor(s) of the Company; and

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. 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. ZHOU Zhonghui (Independent Non-executive Director)

Principal place of business in Hong Kong:

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

24 June 2021

To the H Shareholders,

PROPOSED ESTABLISHMENT OF

AN ASSET MANAGEMENT SUBSIDIARY AND THE CORRESPONDING CHANGE TO THE BUSINESS SCOPE OF THE COMPANY; PROPOSED ADJUSTMENT TO

THE ALLOWANCE GIVEN TO NON-EXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND SUPERVISORS OF THE COMPANY;

AND

NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide you with detailed information regarding, among others, (i) the proposed establishment of an asset management subsidiary and the corresponding change to the business scope of the Company; (ii) the proposed adjustment to the allowance given to non-executive Directors, independent non-executive Directors and Supervisors of the Company; and (iii) a notice of the Extraordinary General Meeting, so as to enable you to make an informed decision on whether to vote for or against the relevant resolutions to be proposed at the Extraordinary General Meeting.

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LETTER FROM THE BOARD

II. PROPOSED ESTABLISHMENT OF AN ASSET MANAGEMENT SUBSIDIARY AND THE CORRESPONDING CHANGE TO THE BUSINESS SCOPE OF THE COMPANY

In order to better grasp the development opportunities of the asset management industry, expand the depth and breadth of the asset management business, as well as expand and strengthen the asset management business, the Company proposes to establish a wholly-owned subsidiary to engage in the securities asset management business and mutual fund management business (the “ Asset Management Subsidiary ” or “ Subsidiary ”) and correspondingly change the business scope of the Company, in which the application of the mutual fund management business shall not be made until the Measures for the Supervision and Administration of Mutual Fund Managers (《公開募集證券投資基金管理人監督管理 辦法》) are officially promulgated.

The main proposals for the establishment of Asset Management Subsidiary are as follows:

1. Name of Asset Management Subsidiary: tentative name of “CITIC Securities Asset Management Co., Ltd.” (中信証券資產管理有限公司), subject to the final approval by the regulatory authority and the registration authority.

2. Registered capital: the registered capital of Asset Management Subsidiary shall not exceed RMB3 billion (inclusive), of which the initial registered capital is RMB1 billion.

3. Business scope: to engage in securities asset management business, mutual fund management business, and other businesses permitted by the regulatory authority (the specific operating scope shall be subject to the approval by the regulatory authority and the registration authority).

Among them, the application for qualification of mutual fund management business shall be made after relevant laws and regulations are promulgated.

Upon the establishment of the Asset Management Subsidiary, it will take over the securities asset management business of the Company.

The Board proposes to the Extraordinary General Meeting to consider the following issues:

1. to agree that the Company will contribute no more than RMB3 billion (inclusive) (among which the initial registered capital is RMB1 billion) to establish a wholly-owned subsidiary, CITIC Securities Asset Management Co., Ltd. (中信証券資產管理有限公司) (tentative name), to engage in securities asset management business, mutual fund management business and other businesses approved by the regulatory authorities, among which the application of the mutual fund management business shall be made only after the relevant laws and regulations are promulgated. The name and business scope of the Subsidiary shall be subject to the approval by the regulatory authority and the registration authority.

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LETTER FROM THE BOARD

1. to agree that in accordance with the regulatory requirements and the risk control indicators of the Subsidiary, the Company will provide a net capital guarantee commitment of no more than RMB7 billion (inclusive) in aggregate, the valid term of which shall last from the establishment date of the Subsidiary to the time when its capital status can continuously meet the regulatory requirements, and agree to authorize the management in charge of operation to deal with relevant procedures in accordance to the actual needs and pursuant to the regulatory requirements.

2. to agree that the Subsidiary will succeed the securities asset management business of the Company after its establishment.

3. to agree that the business scope of the Company in relation to “securities asset management” shall be amended accordingly, and the management in charge of operation is authorized to formulate and adjust the specific expression of the business scope of the Company and the Subsidiary, submit regulatory application materials, handle the change of the business scope of the Company, handle the change of relevant industrial and commercial registration, and renew the securities business license, etc.

4. to agree to authorize the Company’s management in charge of operation to handle at sole discretion the preparation, approval, establishment and registration of the Subsidiary.

The above resolution has been considered and approved by the Board on 22 February 2021, and is hereby submitted to the Extraordinary General Meeting for consideration. The establishment of the Asset Management Subsidiary shall be subject to the approval by the China Securities Regulatory Commission.

III. PROPOSED ADJUSTMENT TO THE ALLOWANCE GIVEN TO NONEXECUTIVE DIRECTORS, INDEPENDENT NON-EXECUTIVE DIRECTORS AND SUPERVISORS OF THE COMPANY

On 20 June 2012, the 2011 annual general meeting of the Company considered and approved the resolution in relation to the adjustment to the allowances for non-executive Directors, independent nonexecutive Directors and Supervisors of the Company. According to the resolution, the Company shall pay an annual allowance of RMB100,000 (tax-inclusive) to those non-executive Directors and Supervisors not receiving remuneration from the Company and RMB150,000 (tax-inclusive) to those independent nonexecutive Directors, and shall reimburse the above persons the travelling and accommodation fees incurred during the period for attending the meetings of the Company; as for the allowance provided to the members of the Board for attending specialized committee meetings in person, the standard rate is RMB3,000 per person per meeting. The details about the remuneration and allowance paid to the Directors and Supervisors of the Company have been disclosed in the annual reports of the Company.

In recent years, various tasks of the Company have been steadily advanced, the market position has been further consolidated, and the Company’s development has reached a new level. As a result, the workload of the Board and Supervisory Committee of the Company has also increased significantly: in 2020, the Company convened a total of 2 general meetings of shareholders, 15 meetings of the Board, and 6 meetings of Supervisory Committee; the specialized committees of the Board convened multiple meetings on specific topics, among which, 7 meetings of the Audit Committee, 5 meetings of the Strategy Planning Committee, 4 meetings of the Related Party Transactions Control Committee, 4 meetings of the Risk Management Committee, 1 meeting of the Remuneration and Appraisal Committee and 1 meeting of the Nomination Committee were held; the independent non-executive Directors of the Company conducted special votes or issued independent opinions for 9 times in relation to the guarantees, profit distribution

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LETTER FROM THE BOARD

plan, reappointment of accounting firms, the annual remuneration of the Directors and senior management, issuance of shares to acquire assets, related party/connected transactions and other matters, and participated in the preparation and review of the Company’s annual report throughout the process; in order to meet the domestic and overseas regulatory rules and the Company’s development needs, the Directors and Supervisors of the Company have shouldered heavy workloads. Considering the heavy responsibilities and high requirements, their allowance standard should be adjusted in time.

The Board proposed to adjust the standard allowance given to the non-executive Directors, independent non-executive Directors and Supervisors of the Company as follows with reference to the relevant remuneration, subsidy and allowance level of other financial enterprises:

1. the Company shall pay an annual allowance of RMB300,000 (tax-inclusive) to the independent non-executive Directors and RMB200,000 (tax-inclusive) to the Supervisors (except for the employee representative Supervisors). The Company shall on longer pay allowance to the nonexecutive Directors;

2. For allowance provided to the Directors and Supervisors (except for the executive Directors and employee representative Supervisors) for attending on-site meetings of the Board and Supervisory Committee, the standard rate is RMB5,000 per person per meeting; and the Company will reimburse the above persons the travelling and accommodation fees incurred during the period for attending the meetings of the Company;

3. Employee Representative Supervisors shall receive remuneration in accordance with the Company’s relevant remuneration and performance appraisal management system based on their specific positions in the Company, and do not otherwise receive any Supervisors’ allowance from the Company;

4. the above allowance shall be provided on a monthly basis, and will be paid twice a year, and the Company will withhold and pay the individual income tax arising therefrom; and

5. the above adjustment will be effective from the same month after such adjustment is considered and approved at the Extraordinary General Meeting.

The above resolution has been considered and approved by the Board on 7 June 2021 and is hereby submitted to the Extraordinary General Meeting for consideration.

IV. THE EXTRAORDINARY GENERAL MEETING

A proxy form and a reply slip for the Extraordinary General Meeting are also enclosed herewith. If you wish to attend the Extraordinary General Meeting by proxy, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it as soon as possible. H Shareholders are required to return the proxy form to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; while A Shareholders are required to return the proxy form to the Board’s office, but in any event the proxy form shall be returned in person or by mail not less than 24 hours before the time appointed for the Extraordinary General Meeting or any adjourned meeting(s) thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting(s) thereof in person if you so wish.

If you wish to attend the Extraordinary General Meeting 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 Monday, 19 July 2021.

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LETTER FROM THE BOARD

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).

V. VOTES BY WAY OF POLL

Pursuant to the requirements of the Hong Kong Listing Rules, all votes of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the Extraordinary General Meeting shall be voted by way of poll. Relevant poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.cs.ecitic.com upon conclusion of the Extraordinary General Meeting.

VI. RECOMMENDATION

The Directors consider that the resolutions set out in the notice of the Extraordinary General Meeting are in the interest of the Company and its Shareholders as a whole and accordingly recommend you to vote in favor of the relevant resolutions mentioned above.

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

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NOTICE OF THE 2021 FIRST 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 THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 First Extraordinary General Meeting (the “ Extraordinary General Meeting ”) of CITIC Securities Company Limited (the “ Company ”) will 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 Monday, 9 August 2021 for the purpose 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 those defined in the circular of the Company dated 24 June 2021 (the “ Circular ”).

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the establishment of an asset management subsidiary and the corresponding change to the business scope of the Company.

2. To consider and approve the resolution in relation to the adjustment to the allowance given to non-executive directors, independent non-executive directors and supervisors of the Company.

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

Beijing, the PRC 24 June 2021

Notes:

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

2. Pursuant to the requirements of the Hong Kong Listing Rules, all votes of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the Extraordinary General Meeting shall be voted by way of poll. Relevant poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.cs.ecitic.com upon the conclusion of the Extraordinary General Meeting.

3. Any Shareholder entitled to attend and vote at the Extraordinary General Meeting 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 needs not be a Shareholder of the Company.

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NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

1. 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 notarially certified copy of that power of attorney or authority, must be completed and returned to the Board’s office (for A Shareholders) or the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) not less than 24 hours before the time appointed for convening the Extraordinary General Meeting or any adjourned meeting(s) thereof. 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). Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the Extraordinary General Meeting or any adjourned meeting(s) thereof in person if he/she so wishes.

2. In order to determine H Shareholders’ entitlement to attend the Extraordinary General Meeting, the H Share register of members of the Company will be closed from Saturday, 10 July 2021 to Monday, 9 August 2021 (both days inclusive), during which period no transfer of H Shares will be registered. In order for H Shareholders to be qualified for attending the Extraordinary General Meeting, all share certificates together with the share transfer documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, at or before 4:30 p.m. on Friday, 9 July 2021.

The H Shareholders whose names appear on the H Share register of members of the Company on Monday, 9 August 2021 are entitled to attend and vote at the Extraordinary General Meeting.

1. In case of joint Shareholders, if more than one of them are presented at the meeting, 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 of the joint Shareholders stand in the register of members of the Company in respect of the relevant Shares.

2. Shareholders who wish to attend the Extraordinary General Meeting, whether in person or by proxy, shall return the reply slip for the meeting to the Board’s office of the Company in person, by mail or fax on or before Monday, 19 July 2021. The address of the Board’s 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 Extraordinary General Meeting 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. Shareholders or their proxies shall produce their identity documents when attending the Extraordinary General Meeting.

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