China CITIC Bank : Circulars - Circular of the First Extraordinary General Meeting of 2017 and the First H Shareholders Class Meeting of 2017

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China CITIC Bank Corporation Limited (中信銀行股份有限公 司), you should at once hand this circular to the purchaser or transferee or to the bank or 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.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 998) PROPOSED ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS CONNECTED TRANSACTION IN RELATION TO THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2017 NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING OF 2017 Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

The 2017 First EGM and the 2017 First Class Meetings are to be held at 9:30 a.m. on Tuesday, 7 February 2017 at Conference Room, B1 Floor, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC. The notices of the 2017 First EGM and the 2017 First H Class Meeting are enclosed and have been published on the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Bank (www.citicbank.com) on 21 December 2016.

Shareholders who intend to attend the meeting(s) in person or by proxy should complete the reply slip(s) dispatched on 21 December 2016 in accordance with the instructions printed thereon and return the same to the office of the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before Wednesday, 18 January 2017.

If you intend to appoint a proxy to attend the 2017 First EGM and/or the 2017 First H Class Meeting, please complete the enclosed proxy form(s) according to the instructions printed thereon and return the same at least 24 hours before the time fixed for holding the 2017 First EGM and the 2017 First H Class Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form(s) will not preclude you from attending and voting in the 2017 First EGM and/or the 2017 First H Class Meeting if you so wish.

12 January 2017

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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

A. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Information on the Resolutions Proposed to the Shareholders . . . . . . . . . . . . . . . . 7

2. Other Important Information Relating to the Issuance . . . . . . . . . . . . . . . . . . . . . 11

3. Hong Kong Listing Rules Implications of the Issuance . . . . . . . . . . . . . . . . . . . . 15

E. 2017 First EGM and 2017 First H Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . 19

F. Procedures for Voting at the 2017 First EGM and

2017 First H Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

G. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . 21 LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 APPENDIX I PROPOSAL IN RELATION TO THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS . . . . . . . . . . . . . . 40 APPENDIX II REPORT ON COMPLIANCE OF CHINA CITIC BANK CORPORATION LIMITED TO THE STATUTORY CONDITIONS FOR PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS . . . 50 APPENDIX III FEASIBILITY REPORT ON USE OF PROCEEDS FROM THE PUBLIC ISSUANCE OF A SHARE CONVERTIBLE CORPORATE BONDS OF CHINA CITIC BANK CORPORATION LIMITED . . . . . . . . . . . . . . . 55 APPENDIX IV REPORT ON USE OF THE PREVIOUSLY RAISED FUND FOR THE PERIOD ENDED DECEMBER 31, 2015 OF CHINA CITIC BANK CORPORATION LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 APPENDIX V DILUTION OF IMMEDIATE RETURNS BY A SHARE CONVERTIBLE CORPORATE BONDS ISSUED TO THE PUBLIC BY CHINA CITIC BANK CORPORATION LIMITED AND REMEDIAL MEASURES . . . 61

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APPENDIX VI AUTHORISATION TO THE BOARD OF DIRECTORS BY THE GENERAL MEETING TO HANDLE MATTERS REGARDING THE PUBLIC ISSUANCE AND LISTING OF THE A SHARE CONVERTIBLE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 APPENDIX VII STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . 74 APPENDIX VIII PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF CHINA CITIC BANK CORPORATION LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2017 118 NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING OF 2017 122

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

"2017 First A Class Meeting" the First A Shareholders Class Meeting of 2017 of the Bank to be

held at 9:30 a.m. on Tuesday, 7 February 2017 at Conference Room, B1 Floor, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC

"2017 First Class Meetings" 2017 First A Class Meeting and 2017 First H Class Meeting "2017 First EGM" the First Extraordinary General Meeting of 2017 of the Bank to be

held at 9:30 a.m. on Tuesday, 7 February 2017 at Conference

Room, B1 Floor, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC

"2017 First H Class Meeting" the First H Shareholders Class Meeting of 2017 of the Bank to be

held at 9:30 a.m. on Tuesday, 7 February 2017 at Conference Room, B1 Floor, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC

"A Shares" ordinary share(s) of the Bank, with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange and traded in RMB

"A Shareholder(s)" holder(s) of A Shares

"Articles of Association" the Articles of Association of the Bank (as amended from time to

time)

"Bank" or "Company" China CITIC Bank Corporation Limited (中信銀行股份有限公司),

a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 00998) and the Shanghai Stock Exchange (stock code: 601998), respectively, and unless the text requires otherwise, including all its subsidiaries

"Board" or "Board of Directors" the Board of Directors of the Bank "Board of Supervisors" the Board of Supervisors of the Bank

"CB" or "A Share Convertible Bonds" or "A Share Convertible Corporate Bonds"

convertible corporate bonds proposed to be issued by the Bank in the total amount of no more than RMB40 billion (RMB40 billion inclusive) which are convertible into new A Shares

"CB Holder(s)" holders of the A Share Convertible Bonds proposed to be issued