ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS UNDER THE WEALTH MANAGEMENT AND INVESTMENT SERVICE AGREEMENT

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1 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. ANNOUNCEMENT CONTINUING CONNECTED TRANSACTIONS UNDER THE WEALTH MANAGEMENT AND INVESTMENT SERVICE AGREEMENT On 8 December 2014, CITIC Bank, and CITIC Group entered into the Wealth Management and Investment Service Agreement in relation to transactions of (1) non-principal-guaranteed wealth management and agency services, (2) principal-guaranteed wealth management, and (3) investment with CITIC Bank s own funds. As at the date of this announcement, CITIC Bank is a non-wholly-owned subsidiary of the Company. CITIC Group is the controlling shareholder of the Company, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the associates of CITIC Group (excluding the Group) are also connected persons of the Company. It is expected that CITIC Bank would, under the Wealth Management and Investment Service Agreement, be entering into Wealth Management and Investment Transactions with more Connected Persons, which will constitute continuing connected transactions of the Company not falling under the fully exempted de minimis provisions of the Listing Rules. For the avoidance of doubt, transactions in relation to the Wealth Management and Investment Transactions entered into between CITIC Bank and the rest of the members of the Group do not constitute connected transactions of the Company. As the highest applicable percentage ratio in respect of the Wealth Management and Investment Transactions with the Connected Persons on an annual basis is more than 0.1% and less than 5%, such transactions are subject to the reporting and announcement but are exempt from circular (including independent financial advice) and the independent shareholders approval requirements under Rule 14A.76(2)(a) of the Listing Rules. I. Wealth Management and Investment Transactions We refer to the announcement dated 8 December 2014 and the circular dated 2 January 2015 issued by CITIC Bank, a non-wholly-owned subsidiary of the Company, with respect to, among other things, the Wealth Management and Investment Service Agreement entered into on 8 December 2014 between CITIC Bank and CITIC Group, the controlling shareholder of the Company, in relation to transactions of (1) non-principal-guaranteed wealth management and agency services, (2) principal-guaranteed wealth management, and (3) investment with CITIC Bank s own funds. 1

2 The annual transaction amount in relation to the Wealth Management and Investment Transactions entered into between CITIC Bank and the Connected Persons in each of the three financial years ended 31 December 2015 and the transaction amount from 1 January 2016 to the date of this announcement, were all fully exempted de minimis transactions for the Company under Rule 14A.76 (1)(a) of the Listing Rules. With the development of the business of CITIC Bank, it is expected that CITIC Bank would, under the Wealth Management and Investment Service Agreement, be entering into Wealth Management and Investment Transactions with more Connected Persons, including but not limited to Ningbo Xinning and CITIC Ningbo. The Wealth Management and Investment Transactions with the Connected Persons will constitute continuing connected transactions of the Company which do not fall under the fully exempted de minimis provisions of the Listing Rules. The Wealth Management and Investment Transactions will be governed by the terms of the Wealth Management and Investment Service Agreement. Please refer to the announcement dated 8 December 2014 and the circular dated 2 January 2015 issued by CITIC Bank on the website of the Stock Exchange at: and respectively, for details. a. Annual Caps for the Wealth Management and Investment Services The table below sets out the historical transaction data for the transactions between CITIC Bank and the Connected Persons for the three years ended 31 December 2013, 2014 and 2015, and the annual caps for the two years ending 31 December 2016 and 2017, respectively. Historical Amounts for the Years ended 31 December (RMB) Annual Cap for the Year ending 31 December (RMB) Non-principal-guaranteed wealth management and agency services Service Fees 11,700 30,100 40, ,000, ,000,000 Principal-guaranteed wealth management and investment services Proceeds & Cost Note (Bank Investment) ,000, ,000,000 Daily maximum balance of Investment ,000,000,000 10,800,000,000 Note: Proceeds & Cost represents the aggregation of absolute amount of proceeds received and cost paid by CITIC Bank without offset from each other. b. Basis of the Annual Caps for the Wealth Management and Investment Services In arriving at the above caps, the Board have considered the previous transaction figures of the Wealth Management and Investment Transactions and the following factors: (1) the wealth management business has come to an age of mature development with the deepened reform of the PRC investment and financing system and the development of the direct financing market, and the greater awareness of risk and the necessity to manage risks in the securities market, financial business market and life insurance market; (2) there are many high quality enterprises among the Connected Persons (including but not limited to Ningbo Xinning and CITIC Ningbo) that are expected to invest in more wealth management products of CITIC Bank, and the wealth management business of CITIC Bank would provide wealth management services to the Connected Persons by ways of investing in the financial products of other financial institutions, including securities companies, funds, insurance companies and trusts; 2

3 (3) in the past, CITIC Bank developed relatively slowly in the field of investment in financial product business with proprietary fund and had a small base. Considering the aspects of reasonable arrangement of capital, diversified investment of capital, safety of investment as well as increase of capital income, CITIC Bank will enlarge the scale of this business in the coming years. In addition, CITIC Bank may invest its own funds in products which may include future cash flow or relevant assets of Connected Persons. Expansion of such transaction scale is anticipated going forward; and (4) the capital demands of Connected Persons are expected to grow steadily. In the next few years, along with the increased demand for comprehensive financial services of the Connected Persons, CITIC Bank will further strengthen the overall cooperation with the Connected Persons, and the cooperation scale of the Wealth Management and Investment Transactions is expected to enlarge correspondingly. c. Reasons for and Benefits of Entering into the Wealth Management and Investment Transactions The demand of the Connected Persons for financial services including wealth management and investment in the ordinary and usual course of business is increasing. By working together with the Connected Persons, CITIC Bank will effectively raise its integrated return thereby reducing its operating risk. The Directors (including independent non-executive Directors) are of the view that the transactions contemplated under the Wealth Management and Investment Service Agreement are in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. II. LISTING RULES IMPLICATIONS As at the date of this announcement, CITIC Bank is a non-wholly-owned subsidiary of the Company. CITIC Group is the controlling shareholder of the Company, and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the associates of CITIC Group (excluding the Group) are also connected persons of the Company. It is expected that CITIC Bank would, under the Wealth Management and Investment Service Agreement, be entering into Wealth Management and Investment Transactions with more Connected Persons, which will constitute continuing connected transactions of the Company not falling under the fully exempted de minimis provisions of the Listing Rules. For the avoidance of doubt, transactions in relation to the Wealth Management and Investment Transactions entered into between CITIC Bank and the rest of the members of the Group do not constitute connected transactions of the Company. As the highest applicable percentage ratio in respect of the Wealth Management and Investment Transactions with the Connected Persons on an annual basis is more than 0.1% and less than 5%, such transactions are subject to the reporting and announcement but are exempt from circular (including independent financial advice) and the independent shareholders approval requirements under Rule 14A.76(2)(a) of the Listing Rules. Mr Chang Zhenming, Mr Wang Jiong, Ms Li Qingping, Mr Pu Jian, Mr Yu Zhensheng, Mr Yang Jinming, Mr Liu Yeqiao and Mr Song Kangle all have offices in CITIC Group, in order to avoid the perception of a conflict of interest, each of them had either abstained from voting, or were not present at the relevant Board meeting to vote, on the Board resolution approving the Wealth Management and Investment Transactions with the Connected Persons. 3

4 III. GENERAL INFORMATION a. General Information on the Company CITIC Limited is a company incorporated in Hong Kong and listed on the Main Board of the Stock Exchange (Stock Code: 00267). The Company is the largest conglomerate in China and our diverse businesses cover financial services, resources and energy, manufacturing, engineering contracting, real estate and other segments. b. General Information on CITIC Group CITIC Group Corporation is a wholly state-owned company established in the PRC in 1979 and the controlling shareholder of the Company. CITIC Group has developed to become a large-scale comprehensive multinational conglomerate with businesses in both financial and non-financial sectors, covering financial services, resources and energy, manufacturing, engineering contracting, real estate and other segments. As at the date of this announcement, CITIC Group holds a 58.13% equity interest in the Company. c. General Information on CITIC Bank China CITIC Bank Corporation Limited (Shanghai Stock Exchange stock code: ; Stock Exchange stock code: 0998), formerly known as CITIC Industrial Bank ( 中 信 實 業 銀 行 ), was incorporated in As at the date of this announcement, CITIC Bank is a non-wholly-owned subsidiary of the Company. CITIC Bank s principal businesses include corporate finance, retail finance, financial markets and other businesses. IV. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the meanings set forth opposite them: Board the board of the Directors CITIC Bank China CITIC Bank Corporation Limited ( 中 信 銀 行 股 份 有 限 公 司, Shanghai Stock Exchange stock code: ; Stock Exchange stock code: 0998), formerly known as CITIC Industrial Bank ( 中 信 實 業 銀 行 ), was incorporated in As at the date of this announcement, CITIC Bank is a non-wholly-owned subsidiary of the Company. CITIC Group CITIC Ningbo Company CITIC Group Corporation ( 中 國 中 信 集 團 有 限 公 司 ), a wholly state-owned company established in the PRC in 1979 and the controlling shareholder of the Company CITIC Ningbo Group Corporation ( 中 信 寧 波 集 團 公 司 ), a whollyowned subsidiary of CITIC Group, and a connected person of the Company CITIC Limited ( 中 國 中 信 股 份 有 限 公 司 ), a company incorporated in Hong Kong in 1985 and listed on the Main Board of the Stock Exchange (stock code: 00267), formerly known as CITIC Pacific Limited 4

5 Connected Persons Director(s) Group Hong Kong Listing Rules Ningbo Xinning PRC Shareholders Stock Exchange Wealth Management and Investment Transactions Wealth Management and Investment Service Agreement CITIC Group and/or those of its associates (excluding the Group) which are connected persons of the Company pursuant to Chapter 14A of the Listing Rules the director(s) of the Company the Company and its subsidiaries Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Ningbo Xinning Industrial Investment Corporation Limited ( 寧 波 信 寧 實 業 投 資 有 限 公 司 ), a wholly-owned subsidiary of CITIC Ningbo, and a connected person of the Company the People s Republic of China, which shall, for the purposes of this announcement, exclude Hong Kong, the Macau Special Administration Region of the PRC and Taiwan the shareholders of the Company The Stock Exchange of Hong Kong Limited (1) non-principal-guaranteed wealth management and agency services, (2) principal-guaranteed wealth management, and (3) investment with CITIC Bank s own funds contemplated under the Wealth Management and Investment Service Agreement a wealth management and investment service framework agreement entered into between CITIC Bank and CITIC Group on 8 December 2014 in relation to (1) non-principal-guaranteed wealth management and agency services, (2) principal-guaranteed wealth management, and (3) investment with CITIC Bank s own funds By Order of the Board CITIC Limited Ricky Choy Wing Kay Tang Zhenyi Joint Company Secretaries Hong Kong, 29 March 2016 As at the date of this announcement, the executive directors of the Company are Mr Chang Zhenming (Chairman), Mr Wang Jiong, Ms Li Qingping and Mr Pu Jian; the non-executive directors of the Company are Mr Yu Zhensheng, Mr Yang Jinming, Mr Liu Yeqiao, Mr Song Kangle, Mr Liu Zhongyuan, Mr Yang Xiaoping and Mr Li Rucheng; and the independent non-executive directors of the Company are Mr Francis Siu Wai Keung, Dr Xu Jinwu, Mr Anthony Francis Neoh, Ms Lee Boo Jin, Mr Noriharu Fujita and Mr Paul Chow Man Yiu. 5