China International Capital : AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING, ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS, ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

January 03, 2020 at 08:43 am

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 China International Capital Corporation Limited, you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker 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.

China International Capital Corporation Limited

中國國際金融股份有限公司

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

(Stock Code: 03908)

Amendments to the Articles of Association and the Rules of Procedures

of the Shareholders' General Meeting

Election of New Session of the Board of Directors

Election of New Session of the Supervisory Committee

And

Notice of 2020 First Extraordinary General Meeting

Notice convening the 2020 First EGM to be held at CICC Function Room, 1/F, 5L Hotel Beijing, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC, on Monday, February 17, 2020 at 9:30 a.m. is set out on pages 9 to 11 of this circular.

If you intend to appoint a proxy to attend the 2020 First EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the registered office of the Company at 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the 2020 First EGM (that is not later than 9:30 a.m. on Sunday, February 16, 2020 (Beijing time)) or any adjournment thereof in person or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2020 First EGM or any adjournment thereof if you so wish, but in such event the form of proxy shall be deemed to be revoked.

If you intend to attend the 2020 First EGM in person or by proxy, please complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (for H Shareholders) or the registered office of the Company (for Domestic Shareholders) on or before Tuesday, January 28, 2020.

January 3, 2020

	CONTENTS
		Page
DEFINITIONS . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . .	9
APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION
	LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF
	THE SECOND SESSION OF THE BOARD OF
	DIRECTORS OF CHINA INTERNATIONAL
	CAPITAL CORPORATION LIMITED . . . . . . . . . . . . . .	II-1
APPENDIX III	BIOGRAPHIES OF CANDIDATES FOR
	NON-EMPLOYEE REPRESENTATIVE
	SUPERVISORS OF THE SECOND SESSION OF THE
	SUPERVISORY COMMITTEE OF CHINA
	INTERNATIONAL CAPITAL CORPORATION
	LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	COMPARISON TABLE OF THE AMENDMENTS TO
	THE RULES OF PROCEDURES OF THE
	SHAREHOLDERS' GENERAL MEETING OF CHINA
	INTERNATIONAL CAPITAL CORPORATION
	LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1

- i -

DEFINITIONS

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

"2020 First EGM" or "2020 First Extraordinary General Meeting"

the 2020 First Extraordinary General Meeting of the Company to be held at CICC Function Room, 1/F, 5L Hotel Beijing, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Monday, February 17, 2020 at 9:30 a.m.

"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"Board" or "Board of Directors"	the board of directors of the Company
"Company"	China International Capital Corporation Limited (中國國
	際金融股份有限公司), a joint stock company
	incorporated in the PRC with limited liability and whose
	H Shares are listed on the Hong Kong Stock Exchange
	(Stock Code: 03908)
"Company Law" or "Company	the Company Law of the PRC (2018 Revised) (《中華人
Law (2018 Revised)"	民共和國公司法(2018修正)》),	as	amended,
	supplemented or otherwise modified from time to time
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is (are)
	subscribed for or credited as fully paid in RMB
"Domestic Shareholder(s)"	holder(s) of the Domestic Share(s)
"H Share(s)"	ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, which is (are)
	listed on the Hong Kong Stock Exchange and is (are)
	subscribed for and traded in HK dollars
"H Shareholder(s)"	holder(s) of the H Share(s)
"HK dollars"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

- 1 -

	DEFINITIONS
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	December 30, 2019, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended from
	time to time
"PRC" or "China"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Rules of Procedures of the	the Rules of Procedures of the Shareholders' General
Shareholders' General	Meeting of China International Capital Corporation
Meeting"	Limited (《中國國際金融股份有限公司股東大會議事規
	則》) (as amended from time to time)
"Securities Law"	the Securities Law of the PRC (《中華人民共和國證券
	法》), as amended, supplemented or otherwise modified
	from time to time
"Share(s)"	ordinary share(s) in the share capital of the Company
	with a nominal value of RMB1.00 each, including
	Domestic Shares and H Shares
"Shareholder(s)"	shareholder(s) of the Company
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"%"	per cent

- 2 -

LETTER FROM THE BOARD

China International Capital Corporation Limited

中國國際金融股份有限公司

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

	(Stock Code: 03908)
The Board of Directors:	Registered Office and
Non-executive Directors:	Head Office in the PRC:
Mr. Shen Rujun	27th and 28th Floor
Ms. Zhao Haiying	China World Office 2
Mr. David Bonderman	1 Jianguomenwai Avenue
Mr. Liu Haifeng David	Chaoyang District
Mr. Shi Jun	Beijing, PRC
Mr. Cha Mou Daid Johnson

	Principal Place of Business
Executive Director:	in Hong Kong:
Mr. Bi Mingjian	29/F, One International Finance Centre
	1 Harbour View Street
Independent Non-executive Directors:	Central, Hong Kong
Mr. Edwin Roca Lim
Mr. Liu Li
Mr. Siu Wai Keung
Mr. Ben Shenglin
	January 3, 2020
To the Shareholders
Dear Sir or Madam,
I. INTRODUCTION

On behalf of the Board, I invite you to attend the 2020 First EGM to be held at CICC Function Room, 1/F, 5L Hotel Beijing, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Monday, February 17, 2020 at 9:30 a.m..

Reference is made to the announcement of the Company dated December 30, 2019, in relation to, among others, (1) the proposed amendments to the Articles of Association; (2) the proposed election of new session of the Board of Directors; and (3) the proposed election of new session of the Supervisory Committee.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the 2020 First EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the 2020 First EGM.

BUSINESS TO BE CONSIDERED AT THE 2020 FIRST EGM

A special resolution will be proposed at the 2020 First EGM to approve: (1) the proposal regarding the amendments to the Articles of Association.

Ordinary resolutions will be proposed at the 2020 First EGM to approve: (2) the proposal regarding the election of new session of the Board of Directors; (3) the proposal regarding the election of new session of the Supervisory Committee; and (4) the proposal regarding the amendments to the Rules of Procedures of the Shareholders' General Meeting.

1. Proposal regarding the amendments to the Articles of Association

According to the Company Law (2018 Revised), the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (《國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批復》(國函[2019]97號)), the Provisions on the Administration of Equities of Securities Companies (《證券公司股權管理規定》), the Measures for Administration of Information Technology Management of Securities Fund Trading Institutions (《證券基金經營機構信息技術管理辦法》) and other relevant laws and regulations and regulatory provisions, based on the actual conditions of the Company, the Company needs to adjust the current procedures for notice of Shareholders' general meetings and other contents under the Articles of Association and add relevant contents including equity administration of securities companies and duties of the Chief Information Officer to the Articles of Association. The comparison table of the amendments to the Articles of Association is set out in Appendix I to this circular. After the consideration and approval by the 2020 First EGM, the amendments to the Articles of Association will take effect as from the date of the approval by, or filing with, competent regulatory authorities.

The Board proposes at the 2020 First EGM to authorize the Board to, and the Board to authorize the Company's executive Director and the secretary to the Board and their authorized persons to, individually or jointly, within the scope of approval of the 2020 First EGM, make corresponding adjustments and amendments to the Articles of Association (including but not limited to adjustments and amendments to the wordings, sections, terms, conditions of effect and others) based on the changes in relevant laws and regulations and relevant policies, the requirements and recommendations from relevant domestic and overseas government agencies and regulatory authorities.

The above proposal was considered and approved by the Board on Monday, December 30, 2019, and is hereby proposed at the 2020 First EGM for Shareholders' consideration and approval.

- 4 -

LETTER FROM THE BOARD

2. Proposal regarding the election of new session of the Board of Directors

In order to ensure a sound governance structure of the Company, pursuant to the provisions of the Company Law and other relevant laws and regulations and the Articles of Association, and taking into consideration of the recommendations of the Shareholders on the candidates for the Directors, upon the consideration and approval by the Nomination and Corporate Governance Committee of the Board, the Board hereby proposes at the 2020 First EGM to consider and approve the appointments of the following candidates as Directors of the second session of the Board of Directors:

Non-executiveDirectors: Mr. Shen Rujun, Mr. Huang Hao, Ms. Xiong Lianhua, Ms. Tan Lixia, Mr. Duan Wenwu
Executive Director: Mr. Huang Zhaohui
Independent non-executive Directors: Mr. Liu Li, Mr. Siu Wai Keung, Mr. Ben Shenglin, Mr. Peter Hugh Nolan

The above-mentioned 10 Directors shall jointly compose the second session of the Board of Directors of the Company, with the term of office of three years, effective from the date of consideration and approval at the 2020 First EGM of the proposal regarding the election of the new session of the Board of Directors and the formation of the second session of the Board of Directors. In particular, the term of office of Mr. Huang Hao, Ms. Xiong Lianhua, Ms. Tan Lixia, Mr. Duan Wenwu and Mr. Peter Hugh Nolan shall take effect from the date of consideration and approval at the 2020 First EGM or the date of obtaining the qualifications of directors of securities companies (whichever later). Mr. Bi Mingjian, Ms. Zhao Haiying, Mr. David Bonderman, Mr. Liu Haifeng David, Mr. Shi Jun, Mr. Cha Mou Daid Johnson and Mr. Edwin Roca Lim will no longer serve as Directors since the formation of the second session of the Board of Directors, and none of them has any disagreement with the Board of Directors and there is no other matter relating to their resignation that needs to be brought to the attention of the Shareholders or creditors of the Company or the Hong Kong Stock Exchange.

Please refer to Appendix II to this circular for the biographies of candidates for members of the second session of the Board of Directors.

Each of Mr. Liu Li, Mr. Siu Wai Keung, Mr. Ben Shenglin and Mr. Peter Hugh Nolan has confirmed that he meets the independence criteria set out in Rule 3.13 of the Listing Rules.

Save as disclosed in Appendix II to this circular, each of the candidates for members of the second session of the Board has confirmed that (i) he/she does not hold any other position of the Company or any of its subsidiaries nor any other directorship in other listed companies for the past three years; (ii) he/she does not have any other relationship with any Directors, Supervisors, senior management, controlling shareholders or substantial shareholders of the Company; and (iii) he/she does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

- 5 -

LETTER FROM THE BOARD

Save as disclosed in this circular, there is no other information required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules, nor are there any other matters which need to be brought to the attention of the Shareholders.

Upon the approval of the appointments of the candidates for members of the second session of the Board at the 2020 First EGM, the Company will enter into separate service contracts with them and determine their remuneration in accordance with the Directors' remuneration package as approved at the Shareholders' general meeting of the Company.

The above proposal was considered and approved by the Board on Monday, December 30, 2019, and is hereby proposed at the 2020 First EGM for Shareholders' consideration and approval.

3. Proposal regarding the election of new session of the Supervisory Committee

In order to ensure a sound governance structure of the Company, pursuant to the provisions of the Company Law and other relevant laws and regulations and the Articles of Association, the Supervisory Committee nominates Mr. Jin Lizuo and Mr. Cui Zheng as candidates for non-employee representative Supervisors of the second session of the Supervisory Committee.

The above-mentioned two non-employee representative Supervisors together with Mr. Gao Tao, the employee representative Supervisor elected at the 2019 First Employees' Representative Meeting of the Company, shall jointly compose the second session of the Supervisory Committee of the Company, with the term of office of three years, effective from the date of consideration and approval at the 2020 First EGM of the proposal regarding the election of new session of the Supervisory Committee and the formation of the second session of the Supervisory Committee. In particular, the term of office of Mr. Cui Zheng shall take effect from the date of consideration and approval at the 2020 First EGM or the date of obtaining the qualification of supervisors of securities companies (whichever later). Mr. Liu Haoling will no longer serve as a Supervisor since the formation of the second session of the Supervisory Committee, and he has no disagreement with the Company or the Supervisory Committee and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders or creditors of the Company or the Hong Kong Stock Exchange.

Please refer to Appendix III to this circular for the biographies of candidates for non-employee representative Supervisors of the second session of the Supervisory Committee.

Save as disclosed in Appendix III to this circular, each of the Supervisor and the candidates for the second session of the Supervisory Committee has confirmed that (i) he does not hold any other position of the Company or any of its subsidiaries nor any directorship in other listed companies for the past three years; (ii) he does not have any other relationship with any Directors, Supervisors, senior management, controlling shareholders or substantial shareholders of the Company; and (iii) he does not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

- 6 -

LETTER FROM THE BOARD

Upon the approval of the appointments of the candidates for non-employee representative Supervisors of the second session of the Supervisory Committee at the 2020 First EGM, the Company will enter into separate service contracts with them and determine their remuneration in accordance with the Supervisors' remuneration package as approved at the Shareholders' general meeting of the Company.

The above proposal was considered and approved by the Supervisory Committee on Monday, December 30, 2019, and is hereby proposed at the 2020 First EGM for Shareholders' consideration and approval.

4. Proposal regarding the amendments to the Rules of Procedures of the Shareholders' General Meeting

According to the Company Law (2018 Revised), the Securities Law, the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) and other relevant laws and regulations, and the Company's proposed amendments to the current Articles of Association, the Company intends to amend the Rules of Procedures of the Shareholders' General Meeting, the comparison table of the amendments to which is set out in Appendix IV to this circular.

After consideration and approval at the 2020 First EGM, the amendments to the Rules of Procedures of the Shareholders' General Meeting shall take effect as from the date on which the corresponding amendments to the Articles of Association are approved by or filed with competent regulatory authorities.

The Board hereby proposes at the 2020 First EGM to authorize the Board to, and the Board to authorize the Company's executive Director and the secretary to the Board and their authorized persons to, individually or jointly, make corresponding adjustments and amendments to the Rules of Procedures of the Shareholders' General Meeting (including but not limited to adjustments and amendments to the wordings, sections, terms, conditions of effect and etc.) based on the changes in relevant laws and regulations and relevant policies, and the requirements and recommendations from relevant domestic and overseas government agencies and regulatory authorities, in combination with the corresponding adjustments and amendments to the Articles of Association and based on the approval by, or filing with, competent regulatory authorities of the amendments to the Articles of Association.

The above proposal was considered and approved by the Board on Monday, December 30, 2019, and is hereby proposed at the 2020 First EGM for Shareholders' consideration and approval.

- 7 -

LETTER FROM THE BOARD

THE 2020 FIRST EGM
The form of proxy and the reply slip of the 2020 First EGM are enclosed herewith.

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the chairman of the 2020 First EGM will exercise his power under the Articles of Association to demand a poll for the resolutions proposed at the 2020 First EGM.

RECOMMENDATION

The Board considers that the resolutions proposed at the 2020 First EGM are in the interests of the Company and its Shareholders as a whole. As such, the Board recommends you to vote in favor of the resolutions proposed at the 2020 First EGM.

Yours faithfully,

By order of the Board

China International Capital Corporation Limited

Secretary to the Board

Xu Yicheng

- 8 -

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

China International Capital Corporation Limited

中國國際金融股份有限公司

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

(Stock Code: 03908)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 First Extraordinary General Meeting (the "2020 First EGM") of China International Capital Corporation Limited (the "Company") will be held at CICC Function Room, 1/F, 5L Hotel Beijing, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC on Monday, February 17, 2020 at 9:30 a.m. for the following purpose. Unless otherwise defined, terms used in this notice shall have the same meanings as those used in the circular of the Company dated January 3, 2020, which contains details of the following resolutions.

SPECIAL RESOLUTION

1. To consider and approve the proposal regarding the amendments to the Articles of Association;

ORDINARY RESOLUTIONS

2. To consider and approve the proposal regarding the election of new session of the Board of Directors, including the followings:

To elect Mr. Shen Rujun as a non-executive Director;
To elect Mr. Huang Hao as a non-executive Director;
To elect Ms. Xiong Lianhua as a non-executive Director;
To elect Ms. Tan Lixia as a non-executive Director;
To elect Mr. Duan Wenwu as a non-executive Director;
To elect Mr. Huang Zhaohui as an executive Director;
To elect Mr. Liu Li as an independent non-executive Director;
To elect Mr. Siu Wai Keung as an independent non-executive Director;
To elect Mr. Ben Shenglin as an independent non-executive Director;
To elect Mr. Peter Hugh Nolan as an independent non-executive Director;

- 9 -

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

To consider and approve the proposal regarding the election of new session of the Supervisory Committee, including the followings:
1. To elect Mr. Jin Lizuo as a Supervisor;
2. To elect Mr. Cui Zheng as a Supervisor;
To consider and approve the proposal regarding the amendments to the Rules of Procedures of the Shareholders' General Meeting.

By order of the Board

China International Capital Corporation Limited

Secretary to the Board

Xu Yicheng

Beijing, the PRC

January 3, 2020

As at the date of this notice, the Executive Director of the Company is Mr. Bi Mingjian; the Non-executive Directors are Mr. Shen Rujun, Ms. Zhao Haiying, Mr. David Bonderman, Mr. Liu Haifeng David, Mr. Shi Jun and Mr. Cha Mou Daid Johnson; and the Independent Non-executive Directors are Mr. Edwin Roca Lim, Mr. Liu Li, Mr. Siu Wai Keung and Mr. Ben Shenglin.

- 10 -

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notice of the 2020 First EGM will be voted by poll. Results of the poll voting will be published on the Company's website at www.cicc.com and the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the 2020 First EGM.
Any Shareholder entitled to attend and vote at the 2020 First EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.
In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders) or the registered office of the Company at 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC (for Domestic Shareholders), not less than 24 hours before the time appointed for holding the 2020 First EGM (that is not later than 9:30 a.m. on Sunday, February 16, 2020 (Beijing time)) or any adjournment thereof. Computershare Hong Kong Investor Services Limited is located at 17M/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the 2020 First EGM or any adjournment thereof should he/she so wish, but in such event the form of proxy shall be deemed to be revoked.
The H Share register of members of the Company will be closed, for the purpose of determining the entitlement of holders of H Shares to attend the 2020 First EGM, from Saturday, January 18, 2020 to Monday, February 17, 2020 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the 2020 First EGM, all share certificates, together with the instruments of transfers, must be lodged for registration with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, January 17, 2020.
Where there are joint holders of any Shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the 2020 First EGM in respect of such Shares.
Shareholders of the Company intending to attend the 2020 First EGM in person or by their proxies should return the reply slip for attending the 2020 First EGM in person or by post to the Company's H Share registrar, Computershare Hong Kong Investors Services Limited (for H Shareholders) or the registered office of the Company (for Domestic Shareholders) on or before Tuesday, January 28, 2020.
Shareholder or his/her proxy shall produce proof of identity when attending the 2020 First EGM:
1. Legal representatives of legal person shareholders who attend the meeting shall produce their own identity cards and effective proof of their capacity as legal representatives. Proxies of legal person shareholders shall produce their own identity cards and the form of proxy duly signed by the legal representatives or the board of directors or other governing body of the legal person shareholders according to laws.
2. Individual shareholders who attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce effective proof of identity and form of proxy.
The 2020 First EGM is expected to be held for less than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
Computershare Hong Kong Investor Services Limited is located at 17M/F and Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
The registered office of the Company is located at 27th and 28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC.
Tel: 86 (10) 6505 1166
Fax: 86 (10) 6505 1156

- 11 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED

Comparison Table of the Amendments to the Articles of Association of

China International Capital Corporation Limited1

				Basis of
No.	Current Article	Amended Article	Amendment
	Chapter 1 General Provisions	Chapter 1 General Provisions

1.	Article 1 This Articles of Association	Article 1 This Articles of Association	Amended
	(the "Articles of Association") is	(the "Articles of Association") is	according to
	formulated in accordance with the	formulated in accordance with the	the Reply of
	Company Law of the People's	Company Law of the People's	the State
	Republic of China (the "Company	Republic of China (the "Company	Council on the
	Law"), Securities Law of the People's	Law"), Securities Law of the People's	Adjustment of
	Republic of China (the "Securities	Republic of China (the "Securities	the Notice
	Law"), Regulation on the Supervision	Law"), Regulation on the Supervision	Period of the
	and Administration of Securities	and Administration of Securities	General
	Companies (the "Administration	Companies (the "Administration	Meeting and
	Regulation"), Special Provisions of	Regulation"), Special Provisions of	Other Matters
	the State Council Concerning the	the State Council Concerning the	Applicable to
	Flotation and Listing Abroad of	Flotation and Listing Abroad of	the Overseas
	Stocks Companies (the "Special	Stocks Companies (the "Special	Listed
	Provisions"), Mandatory Provisions	Provisions"), the Reply of the State	Companies

	for Companies Listing Overseas (the	Council on the Adjustment of the	(Guo
	"Mandatory Provisions"), Rules	Notice Period of the General Meeting	Han[2019] No.
	Governing the Listing of Securities on	and Other Matters Applicable to the	97)
	the Stock Exchange of Hong Kong	Overseas Listed Companies,
	Limited (the "Listing Rules") and	Mandatory Provisions for Companies
	other laws, administrative regulations	Listing Overseas (the "Mandatory
	and relevant regulatory rules	Provisions"), Rules Governing the
	(collectively, the "Relevant Laws and	Listing of Securities on the Stock
	Regulations"), to safeguard the	Exchange of Hong Kong Limited (the
	legitimate rights and interests of	"Listing Rules") and other laws,
	China International Capital	administrative regulations and
	Corporation Limited (the	relevant regulatory rules (collectively,
	"Company"), its shareholders and	the "Relevant Laws and
	creditors, and to regulate the	Regulations"), to safeguard the
	organization and activities of the	legitimate rights and interests of
	Company.	China International Capital
		Corporation Limited (the
		"Company"), its shareholders and
		creditors, and to regulate the
		organization and activities of the
		Company.

1 As sessions and articles are added or deleted, serial numbers of relevant sessions, articles and cross references have been adjusted accordingly, and will not be described separately.

- I-1 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.	Current Article		Amended Article	Amendment
2.	Article 2 The Company is a joint		Article 2 The Company is a joint	Amended
	stock limited company established in	stock limited company established in	according to
	accordance with the Company Law,	accordance with the Company Law,	the actual
	the Securities Law and other Relevant	the Securities Law and other Relevant	conditions of
	Laws and Regulations.		Laws and Regulations.	the Company
	The Company's predecessor, China		The Company's predecessor, China
	International Capital Corporation		International Capital Corporation
	Limited (中國國際金融有限公司), is a	Limited (中國國際金融有限公司), is a
	Sino-foreign joint venture company		Sino-foreign joint venture company
	with limited liability established in		with limited liability established in
	1995 with the approval from the		1995 with the approval from the
	People's Bank of China. By means of	People's Bank of China. By means of
	promotion by the existing		promotion by the existing
	shareholders of China International		shareholders of China International
	Capital Corporation Limited (中國國	Capital Corporation Limited (中國國
	際金融有限公司), China International	際金融有限公司), China International
	Capital Corporation Limited (中國國	Capital Corporation Limited (中國國
	際金融有限公司) was restructured into	際金融有限公司) was restructured into
	a joint stock limited company in 2015	a joint stock limited company in 2015
	in accordance with the law. The		in accordance with the law. The
	Company was registered with the		Company was registered with the
	Beijing Administration for Industry		Beijing Administration for Industry
	and Commerce on June 1, 2015 and	and Commerce on June 1, 2015 and
	obtained a business license for		obtained a business license for
	corporate legal person (License No.	corporate legal person (unified social
	91110000625909986U).		credit code:License No.
			91110000625909986U).
	The Company's promoters are:
	Central Huijin Investment Ltd., GIC	The Company's promoters are:
	Private Limited, TPG Asia V		Central Huijin Investment Ltd., GIC
	Delaware, L.P., KKR Institutions		Private Limited, TPG Asia V
	Investments L.P., China National		Delaware, L.P., KKR Institutions
	Investment and Guaranty Corporation,	Investments L.P., China National
	Mingly Corporation, The Great		Investment and Guaranty Corporation,
	Eastern Life Assurance Company		Mingly Corporation, The Great
	Limited, China Jianyin Investment		Eastern Life Assurance Company
	Ltd., JIC Investment Co., Ltd., China	Limited, China Jianyin Investment
	Investment Consulting Co., Ltd.		Ltd., JIC Investment Co., Ltd., China
			Investment Consulting Co., Ltd.

- I-2 -

- I-3 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.	Current Article		Amended Article	Amendment
	Shareholders may sue the Company;	Shareholders may sue the Company;
	the Company may sue its		the Company may sue its
	shareholders; shareholders may sue		shareholders; shareholders may sue
	other shareholders; and shareholders	other shareholders; and shareholders
	may sue directors, supervisors and		may sue directors, supervisors and
	Senior Management of the Company	Senior Management of the Company
	in accordance with the Articles of		in accordance with the Articles of
	Association.		Association.
	For the purpose of the foregoing		For the purpose of the foregoing
	paragraph, "sue" includes the		paragraph, "sue" includes the
	initiation of proceedings in a court		initiation of proceedings in a court
	and the application for arbitration to	and the application for arbitration to
	an arbitration institution.		an arbitration institution.
	Chapter 3 Shares		Chapter 3 Shares

4.	Not applicable		Section 4 Equity Administration
			Affairs
	(On the right is the new Section)

5.	Not applicable		Article 37 The chairman of the board	Amended
			of directors of the Company is the	according to
	(On the right is the new Article)		first responsible person for handling	Article 17 of
			equity administration affairs of the	the Provisions
			Company. The secretary of the board	on the
			of directors of the Company shall	Administration
			assist the chairman and is the direct	of Equities of
			responsible person for handling equity	Securities
			administration affairs.	Companies

6.	Not applicable		Article 38 The office of the board of	Amended
			directors of the Company is the office	according to
	(On the right is the new Article)		that handles equity administration	Article 17 of
			affairs of the Company, which	the Provisions
			organizes and implements the work	on the
			related to equity administration	Administration
			affairs.	of Equities of
				Securities
				Companies

- I-4 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


			Basis of
No.	Current Article	Amended Article	Amendment
7.	Not applicable	Article 39 The Company shall make	Amended
		arrangements for risk prevention	according to
	(On the right is the new Article)	during the period of change of	Article 20 of
		registered capital or equity to ensure	the Provisions
		that the Company's normal operations	on the
		and the interests of clients are without	Administration
		prejudice.	of Equities of
			Securities
		Where approval by the securities	Companies
		regulatory authorities of the State
		Council is required according to law,
		shareholders of the Company shall
		continue to exercise their voting
		rights independently according to the
		proportion of their shareholdings prior
		to the approval. The equity transferor
		may not recommend the relevant
		personnel of the equity transferee to
		serve as directors, supervisors and
		Senior Management of the Company,
		or transfer the voting rights in any
		disguised form.

8.	Not applicable	Article 40 Shareholders of the	Amended
		Company shall fully understand their	according to
	(On the right is the new Article)	rights and obligations, be fully aware	Article 21 of
		of the Company's operating	the Provisions
		management, potential risks and other	on the
		information, have reasonable	Administration
		investment expectation and truthful	of Equities of
		willingness to make capital	Securities
		contributions, and perform the	Companies
		necessary internal decision
		procedures.

9.	Not applicable	Article 41 The shareholding period of	Amended
		the shareholders shall comply with	according to
	(On the right is the new Article)	laws, administrative regulations and	Article 25 of
		relevant regulations of the securities	the Provisions
		regulatory authorities of the State	on the
		Council.	Administration
			of Equities of
		The actual controller of the	Securities
		shareholders shall abide by the same	Companies
		lock-up period as the shareholders of
		the Company with respect to the
		equities of the Company under their
		control, with the exception of
		situations recognized by the securities
		regulatory authorities of the State
		Council in accordance with law.

- I-5 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


			Basis of
No.	Current Article	Amended Article	Amendment
10.	Not applicable	Article 42 Shareholders shall not	Amended
		pledge the equity of the Company	according to
	(On the right is the new Article)	held by them during the equity	Article 26 of
		lock-up period. Upon the expiry of	the Provisions
		the equity lock-up period, the	on the
		proportion of the Company's equity	Administration
		held by a shareholder that is pledged	of Equities of
		shall not exceed 50% of the	Securities
		proportion of the Company's equity	Companies
		held by such shareholder.
		Where shareholders pledge their
		equity, they shall not prejudice the
		interests of other shareholders and the
		Company, maliciously evade the
		requirement of equity lock-up period,
		and may not agree to exercise the
		shareholder's rights such as voting
		rights by the pledgee or other third
		parties, or transfer control over the
		Company's equity in a disguised
		form.

11.	Not applicable	Article 43 Shareholders of the	Amended
		Company and their actual controllers	according to
	(On the right is the new Article)	shall not:	Article 30 of
			the Provisions
		(I) make false and discrepant capital	on the
		contribution, withdraw capital	Administration
		contribution or withdraw capital	of Equities of
		contribution in disguised form;	Securities
			Companies
		(II) intervene in the business and
		management of the Company in
		violation of laws, regulations and
		requirements stipulated by the Articles
		of Association;
		(III) abuse their right or influence,
		occupy the assets of the Company or
		clients to carry out benefits
		transmission, which infringes the
		legitimate rights and interests of the
		Company, other shareholders or
		clients;

- I-6 -

APPENDIX I		COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


			Basis of
No.	Current Article	Amended Article	Amendment

(IV) illegally require the Company to provide financing or guarantee for them or their related parties, or force, instruct, assist or accept the Company to provide financing or guarantee with the assets of its securities brokerage clients or securities asset management clients;

	(V) conduct improper related-party
	transactions with the Company and
	use the influence on the Company's
	operation and management to obtain
	improper benefits;
	(VI) entrust others or accept any
	entrustment from others to hold or
	manage the Company's equity without
	approval, accept or transfer control
	over the Company's equity in
	disguise;
	(VII) other actions prohibited by the
	securities regulatory authorities of the
	State Council.
	The Company, its directors,
	supervisors, Senior Management and
	other relevant entities shall not
	cooperate with the shareholders and
	their actual controllers in the above
	situations.
	If the Company finds out that the
	above-mentioned situations exist
	among the shareholders and their
	actual controllers, it shall take timely
	measures to prevent the aggravation
	of the violations and report to the
	branch office of the securities
	regulatory authorities of the State
	Council where the domicile is located
	within two (2) business days.
12. Not applicable	Article 44 In the event of any illegal	Amended
	conduct or misconduct related to	according to
(On the right is the new Article)	equity administration affairs in	item (IV) of
	violations of laws, regulations and	Article 28 of
	regulatory requirements, the Company	the Provisions
	shall promptly investigate and report	on the
	to the board of directors, and the	Administration
	board of directors shall agree on	of Equities of
	rectification measures and	Securities
	accountability programs within the	Companies
	scope of its authority.

- I-7 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
		INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.		Current Article	Amended Article	Amendment
	Section 5 Share Certificates and	Section 56Share Certificates and
	Register of Shareholders	Register of Shareholders
13.	Article 45 The register of	Article 54 The register of	According to
	shareholders shall not be altered for	shareholders shall not be altered for	the Reply of
	the reason of share transfer within	the reason of share transfer within	the State
	thirty (30) days prior to the date of a	thirty (30) days prior to the date of a	Council on the
	shareholders' general meeting or	shareholders' general meeting or	Adjustment of
	within five (5) days prior to the	within five (5) days prior to the	the Provisions
	record date set by the Company for	record date set by the Company for	Applicable to
	the purpose of distribution of	the purpose of distribution of	the Notice
	dividends.		dividends.Provisions otherwise	Period for the
			provided by the laws, regulations,	Holding of
	Provisions otherwise provided by	securities regulatory authorities where	Shareholders'
	securities regulatory authorities where	the shares of the Company are listed	General
	the shares of the Company are listed	on the period of closure of register of	Meeting and
	shall prevail.	members before the shareholders'	Other Matters
			general meeting or the benchmark	for Overseas
			date of the Company's decision to	Listed
			distribute dividendsshall prevail.	Companies, a
				notice for the
				shareholders'
				general
				meeting shall
				be served 15
				or 20 days
				before the
				convening of
				the meeting,
				and the
				conflict arises
				to set a
				30-days book
				closure period
				during which
				no share
				transfer
				registration
				can be
				accepted or
				allowed before
				the convening
				of the meeting.
				This provision
				is amended
				according
				to the
				combination of
				the spirit
				of the
				aforementioned
				reply
				document and
				the practical
				requirements

- I-8 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
		INTERNATIONAL CAPITAL CORPORATION LIMITED


					Basis of
No.		Current Article	Amended Article	Amendment
	Chapter 4 Shareholders and	Chapter 4 Shareholders and
	Shareholders' General Meeting	Shareholders' General Meeting

	Section 1 Shareholders	Section 1 Shareholders

14.	Article 57 The shareholders for	Article 66 The shareholders for	Amended
	ordinary shares of the Company shall	ordinary shares of the Company shall	according to
	have the following obligations:	have the following obligations:	Article 22,
					Article 23,
	(I) to abide by the Articles of	(I) to abide by the laws, regulations	item (I) to

	Association;	andArticles of Association;	item (III) of
					Article 28 of
	(II) to pay for the shares in	(II) to pay for the shares in	the Provisions
	accordance with the shares subscribed	accordance with the shares subscribed	on the
	for and the manners in which they	for and the manners in which they	Administration
	became shareholders;	became shareholders;	of Equities of
					Securities
	(III) not to surrender the shares unless	(III) not to surrender the shares unless	Companies
	required by law and regulations;	required by law and regulations;
	(IV) not to abuse their shareholders'	(IV) to perform the obligation of
	rights to jeopardize the interests of	capital contribution in strict
	the Company or other shareholders;	accordance with laws, regulations and
	and not to abuse the status of the	the provisions of the securities
	Company as an independent legal	regulatory authorities of the State
	person and the limited liability of	Council, to use its own funds which
	shareholders to jeopardize the	is legally obtained to invest in the
	interests of any creditors of the	Company, and may not invest in non-
	Company.		self-owned funds such as entrusted
			funds, unless otherwise provided by
			laws and regulations;

- I-9 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
		INTERNATIONAL CAPITAL CORPORATION LIMITED


					Basis of
No.		Current Article	Amended Article	Amendment
	Where shareholders of the Company	(V) to describe the share capital
	abuse their shareholders' rights and	structure truly, accurately and
	thereby causing loss to the Company	completely up to the actual controller,
	or other shareholders, such	the ultimate equity holder, and the
	shareholders shall be liable for	affiliation relationship with other
	indemnity in accordance with the law.	shareholders or concerted action
			relationship, and shall not evade
	Where shareholders of the Company	approval or supervision of shareholder
	abuse the Company's status as an	qualifications by means of
	independent legal person and the	concealment, deception, etc.;
	limited liability of shareholders for
	the purposes of evading repayment of	(VI) shareholders holding more than
	debts, thereby materially impairing	25% shares of the Company or the
	the interests of the creditors of the	largest shareholder holding more than
	Company, such shareholders shall be	5% shares and controlling
	jointly and severally liable for the	shareholders of the Company shall
	debts owed by the Company.	replenish capital to the Company
			when necessary;
	(V) not violate laws, regulations and
	the Articles of Association to	(VII) shareholders who are subject to
	intervene in the business and	but have not been approved by the
	management of the Company, and not	regulatory authority or have not been
	to request the Company to provide	filed with the regulatory authority, or
	any information that may cause the	shareholders who have not completed
	Company to violate applicable laws,	rectification, shall not exercise the
	regulations, regulatory requirements	rights of, among others, proposing to
	or other requirements imposed by	convene a shareholders' general
	governments; and	meeting, voting, nomination, making
			proposals and disposition;
	(VI) other obligations imposed by
	laws, regulations and the Articles of	(IVVIII) not to abuse their
	Association.	shareholders' rights to jeopardize the
			interests of the Company or other
	Shareholders are not liable for making	shareholders; and not to abuse the
	any further contribution to the share	status of the Company as an
	capital other than as agreed by the	independent legal person and the
	subscribers of the relevant shares on	limited liability of shareholders to
	subscription.	jeopardize the interests of any
			creditors of the Company.; for

			shareholders with false statements,
			misuse of shareholders' rights or other
			behavior that damages the Company's
			interests, shall not exercise the rights
			of, among others, proposing to
			convene a shareholders' general
			meeting, voting, nomination, making
			proposals and disposition;

- I-10 -

APPENDIX I		COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


			Basis of
No.	Current Article	Amended Article	Amendment

Where shareholders of the Company abuse their shareholders' rights and thereby causing loss to the Company or other shareholders, such shareholders shall be liable for indemnity in accordance with the law;

Where shareholders of the Company abuse the Company's status as an independent legal person and the limited liability of shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts owed by the Company;

(VIX) not violate laws, regulations and the Articles of Association to intervene in the business and management of the Company, and not to request the Company to provide any information that may cause the Company to violate applicable laws, regulations, regulatory requirements or other requirements imposed by governments;

(VIX) other obligations imposed by laws, regulations and the Articles of Association.

Shareholders are not liable for making any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.

- I-11 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


					Basis of
No.	Current Article		Amended Article	Amendment
15.	Article 65 Shareholders' general		Article 74 Shareholders' general	Amended
	meetings include annual shareholders'	meetings include annual shareholders'	according to
	general meetings and extraordinary		general meetings and extraordinary	Article 100 of
	shareholders' general meetings. The	shareholders' general meetings. The	the Company
	annual shareholders' general meeting	annual shareholders' general meeting	Law (2018
	shall be held once every year within	shall be held once every year within	Revised)
	six (6) months after the end of the		six (6) months after the end of the
	previous financial year.		previous financial year.
	The Company shall convene an		The Company shall convene an
	extraordinary shareholders' general		extraordinary shareholders' general
	meeting within two (2) months upon	meeting within two (2) months upon
	the occurrence of the following		the occurrence of the following
	events:		events:
	(I) the number of directors is less		(I) the number of directors is less
	than the minimum number prescribed	than the minimum number prescribed
	in the Company Law, or less than		in the Company Law, or less than
	two-thirds of the number required by	two-thirds of the number required by
	the Articles of Association;		the Articles of Association;
	(II) the unrecovered losses of the		(II) the unrecovered losses of the
	Company amount to one-third of the	Company amount to one-third of the
	Company's total share capital;		Company's total paid-in share capital;

	(III) shareholders individually or		(III) shareholders individually or
	collectively holding 10% or more of	collectively holding 10% or more of
	the Company's voting shares (the		the Company's voting shares (the
	"Requesting Shareholders") request in	"Requesting Shareholders") request in
	writing to hold an extraordinary		writing to hold an extraordinary
	shareholders' general meeting;		shareholders' general meeting;
	(IV) the board of directors considers	(IV) the board of directors considers
	it necessary or the supervisory		it necessary or the supervisory
	committee proposes to hold such a		committee proposes to hold such a
	meeting;		meeting;
	(V) such other circumstances as		(V) such other circumstances as
	required by the laws and regulations	required by the laws and regulations
	or the Articles of Association.		or the Articles of Association.
	The number of shares held by the		The number of shares held by the
	shareholder(s) as described in item		shareholder(s) as described in item
	(III) shall be calculated at the close of	(III) shall be calculated at the close of
	trading on the date when such		trading on the date when such
	shareholder(s) request in writing or on	shareholder(s) request in writing or on
	the preceding trading day (if the		the preceding trading day (if the
	written request is made on a		written request is made on a
	non-trading day).		non-trading day).

- I-12 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
		INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.		Current Article	Amended Article	Amendment
	Section 4 Proposals and Notice of	Section 4 Proposals and Notice of
	Shareholders' General Meeting	Shareholders' General Meeting

16.	Article 72 The Company shall issue a	Article 81 The Company shall issue a	Amended
	written notice forty-five (45) days	written notice forty-fivetwenty	according to
	prior to the holding of the	(4520) days prior to the holding of	the Reply of
	shareholders' general meeting	the shareholders' annualgeneral	the State
	informing all the registered	meeting, or issue a written notice	Council on the
	shareholders of the matters to be	fifteen (15) days prior to the holding	Adjustment of
	considered at the meeting as well as	of the extraordinary general meeting	the Provisions
	the date and venue of the meeting.	informing all the registered	Applicable to
	Shareholders that intend to attend the	shareholders of the matters to be	the Notice
	shareholders' general meeting shall	considered at the meeting as well as	Period for the
	deliver a written reply to the	the date and venue of the meeting.	Holding of
	Company indicating the attendance of	Shareholders that intend to attend the	Shareholders'
	the meeting at least twenty (20) days	shareholders' general meeting shall	General
	prior to the meeting.	deliver a written reply to the	Meeting for
			Company indicating the attendance of	Overseas
			the meeting at least twenty (20) days	Listed
			prior to the meeting. Where there are	Companies and
			other provisions in laws, regulations	Article 102 of
			or the securities regulatory authorities	the Company
			in the place where the Company's	Law (2018
			shares are listed, such provisions shall	Revised)
			prevail.

- I-13 -

- I-14 -

- I-15 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
		TO THE ARTICLES OF ASSOCIATION OF CHINA
		INTERNATIONAL CAPITAL CORPORATION LIMITED


					Basis of
No.		Current Article	Amended Article	Amendment
	Section 7 Special Procedures for	Section 7 Special Procedures for
	Voting by Class Shareholders	Voting by Class Shareholders

19.	Article 116 When the Company is to	Article 124 When the Company is to	Amended
	hold a shareholders' class meeting, it	hold a shareholders' class meeting, it	according to
	shall issue a written notice forty-five	shall issue a written notice in	the Reply of

	(45) days prior to the meeting to all	accordance with Article 81 of the	the State
	shareholders who are registered as	Articles of Association	forty-five (45)	Council on the
	holders of that class in the register of	days prior to the meetingto all	Adjustment of
	shareholders. Such notice shall	shareholders who are registered as	the Notice
	provide shareholders with information	holders of that class in the register of	Period of the
	concerning the matters to be	shareholders. Such notice shall	General
	considered at such meeting and the	provide shareholders with information	Meeting and
	date and venue of the meeting.	concerning the matters to be	Other Matters
	Shareholders who intend to attend the	considered at such meeting and the	Applicable to
	shareholders' class meeting shall	date and venue of the meeting.	the Overseas
	deliver a written reply to the	Shareholders who intend to attend the	Listed
	Company twenty (20) days prior to	shareholders' class meeting shall	Companies and
	the shareholders' class meeting. The	deliver a written reply to the	actual
	date of the meeting shall not be taken	Company twenty (20) days prior to	conditions
	into account when calculating the	the shareholders' class meeting. The
	aforementioned time limit.	date of the meeting shall not be taken
			into account when calculating the
	If the shareholders intending to attend	aforementioned time limit.
	such shareholders' class meeting
	represent half or more of the total	If the shareholders intending to attend
	number of shares of that class which	such shareholders' class meeting
	have the right to vote at such	represent half or more of the total
	meeting, the Company may hold the	number of shares of that class which
	shareholders' class meeting;	have the right to vote at such
	otherwise, the Company shall within	meeting, the Company may hold the
	five (5) days give the shareholders	shareholders' class meeting;
	further notice concerning the matters	otherwise, the Company shall within
	to be considered and the date and	five (5) days give the shareholders
	venue of such meeting by way of an	further notice concerning the matters
	announcement. Upon publication of	to be considered and the date and
	such announcement, the Company	venue of such meeting by way of an
	may then hold the shareholders' class	announcement. Upon publication of
	meeting.		such announcement, the Company
			may then hold the shareholders' class
	Where there is any special regulation	meeting.
	under the listing rules of the place
	where the Company's shares are	Where there is any special regulation
	listed, such requirement shall prevail.	under the listing rules of the place
			where the Company's shares are
			listed, such requirement shall prevail.

- I-16 -

APPENDIX I	COMPARISON TABLE OF THE AMENDMENTS
	TO THE ARTICLES OF ASSOCIATION OF CHINA
	INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.	Current Article		Amended Article	Amendment
	Chapter 16 Supplementary		Chapter 16 Supplementary
	Provisions		Provisions

20.	Article 267 The Articles of		Article 275 The Articles of	Adjusted
	Association is written in Chinese. If	Association is written in Chinese. If	according to
	there is any discrepancy between the	there is any discrepancy between the	the actual
	Articles of Association and other		Articles of Association and other	conditions
	versions of Articles of Association or	versions of Articles of Association or
	other Articles of Association in		other Articles of Association in
	another language, the Chinese version	another language, the Chinese version
	of the Articles of Association last		of the Articles of Association last
	approved by and registered with the	approved by and registered with the
	Beijing Administration for Industry		Beijing Administration for Industry
	and Commerce shall prevail.		and CommerceBeijing Municipal
			Administration for Market Regulation
			shall prevail.

- I-17 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Biographies of Candidates for Members of the Second Session of the Board of

Directors of China International Capital Corporation Limited

1. Non-executive Director: Shen Rujun

Shen Rujun (沈如軍), aged 55, has been appointed as the Chairman of our Company since August 2019. Mr. Shen successively served as the Deputy Section Chief, Section Chief, and Deputy Director of the Accounting Division, as well as Deputy Director (in charge of the work) and Director of the Planning Division of Jiangsu Branch of Industrial and Commercial Bank of China Limited (hereinafter referred to as "ICBC"), a company listed on the Shanghai Stock Exchange (Stock Code: 601398) and The Stock Exchange of Hong Kong Limited (Stock Code: 01398), from January 1985 to December 1998. He served as the Vice General Manager of the Planning and Finance Department of ICBC from December 1998 to November 2003; Vice President of ICBC Beijing Branch from November 2003 to July 2008; General Manager of the Finance and Accounting Department of ICBC from July 2008 to November 2013; and President of ICBC Shandong Branch from November 2013 to March 2015. Mr. Shen served as the Vice President of Bank of Communications Co., Ltd. (hereinafter referred to as "Bank of Communications"), a company listed on the Shanghai Stock Exchange (Stock Code: 601328) and The Stock Exchange of Hong Kong Limited (Stock Code: 03328), from March 2015 to June 2018; and Vice President and Executive Director of Bank of Communications from June 2018 to October 2018. Mr. Shen has served as the Vice General Manager of China Investment Corporation as well as the General Manager of Central Huijin Investment Ltd. (hereinafter referred to as "Huijin") since October 2018. Mr. Shen obtained his doctoral degree from School of Technology and Economics of Hohai University in 2001.

2. Non-executive Director: Huang Hao

Huang Hao (黃昊), aged 46, has served as a deputy director of the securities institution management department/insurance institution management department of Huijin since June 2015. Mr. Huang joined Huijin in February 2005, and successively served as the deputy director of the Capital Market Department, the deputy director and division director of the Equity Management Office of the China Development Bank of the General Department and managing director and deputy director of Securities Institution Management Department of Huijin. He served as a director of Guotai Junan Securities Co., Ltd., a company listed on the Shanghai Stock Exchange (Stock Code: 601211) and The Stock Exchange of Hong Kong Limited (Stock Code: 02611), from September 2005 to January 2013, a director of China Development Bank and concurrently served as a director of China Development Bank Capital Co., Ltd. from April 2012 to October 2017. Mr. Huang successively served as the senior staff member, assistant researcher and concurrently served as the Youth League Secretary of the Policy Research Division in the State Administration of Foreign Exchange from July 1999 to February 2005. Mr. Huang obtained a bachelor's degree in economics from Zhejiang University in July 1996, a master's degree in management from Tsinghua University in May 1999, and a doctoral degree in economics from the Finance Research Institute of People's Bank of China in July 2011.

- II-1 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

3. Non-executive Director: Xiong Lianhua

Xiong Lianhua (熊蓮花), aged 52, has been working in Huijin since January 2012. Ms. Xiong has served as a non-executive director of New China Life Insurance Company Ltd., a company listed on the Shanghai Stock Exchange (Stock Code: 601336) and The Stock Exchange of Hong Kong Limited (Stock Code: 01336), and has concurrently served as a director of New China Asset Management Co., Ltd.* (新華資產管理股份有限公司) since July 2017. Ms. Xiong worked at Huangshi Sub-branch of Bank of Communications in Hubei province from October 1990 to September 1993. From July 1995 to December 2011, she successively served as a deputy division director, division director and an inspector of deputy-bureau-level of the People's Bank of China. She served as a director candidate and a division director of the General Management Department of Huijin from January 2012 to December 2012 and a director of China Export & Credit Insurance Corporation* (中國出口信用保險公司) from December 2012 to July 2019. Ms. Xiong obtained a bachelor's degree in international finance from Wuhan University in July 1990, and a master's degree in monetary banking from Renmin University of China in June 1995.

4. Non-executive Director: Tan Lixia

Tan Lixia (譚麗霞), aged 49, is a Chartered Global Management Accountant. Ms. Tan joined Haier from August 1992, and successively served as the director of Department of Overseas Market Development of Haier Group, Chief Financial Officer and Head of FU Platform of Headquarter of Haier Group and Head of Wanchain Platform. Ms. Tan currently serves as the Executive Vice President of Haier Group, Chairman of Haier Group (Qingdao) Financing Holding Co., Ltd., Vice Chairman of Haier Smart Home Co., Ltd., a non-executive director of Bank of Qingdao Co., Ltd., Chairman of Qingdao Haier Biomedical Co., Ltd. and Chairman of INKON Life Technology Co., Ltd. Ms. Tan once served as a non-executive director of Haier Electronics Group Co., Ltd. Ms. Tan currently serves as a standing member of the 12th session of All-China Women's Federation, Vice President of China Women Entrepreneurs Association, the Chairman of Shandong Women Entrepreneurs Association and the Vice Chairman of the 13th session of Qingdao Women's Federation. Ms. Tan graduated from Central University of Finance and Economics majoring in public finance in August 1992, and obtained an EMBA degree from the China Europe International Business School in July 2009.

- II-2 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

5. Non-executive Director: Duan Wenwu

Duan Wenwu (段文務), aged 50, is a researcher-level senior accountant. Mr. Duan has served as the General Manager of China National Investment and Guaranty Corporation (NEEQ: 834777) from April 2019, Chairman of SDIC Financial Leasing Co., Ltd. from March 2015, and Chairman of Rongshi International Holding Company Limited from December 2016. Mr. Duan served as the Deputy Manager and Financial Chief of SDIC Yunnan Dachaoshan Hydropower Co., Ltd. Dachao Industrial Company from July 1998 to December 1998, and successively served as Deputy Manager, Manager of the Finance Department, Deputy Chief Accountant, Chief Accountant and Deputy Manager thereof from December 1998 to May 2008. Mr. Duan served as an assistant to the director of Finance and Accounting Department of State Development and Investment Corporation from May 2008 to November 2008, Deputy General Manager of SDIC Finance Co., Ltd. from November 2008 to August 2010, Deputy Director of Finance and Accounting Department of State Development and Investment Corporation from August 2010 to August 2014, Director and Deputy General Manager of China National Complete Plant Import and Export Group Corporation Limited from March 2013 to August 2014, Director of Finance and Accounting Department and Director of the Finance Department of State Development and Investment Corporation from August 2014 to August 2016 and from August 2016 to May 2017, respectively, General Manager of SDIC Essence Co., Ltd. (later renamed as SDIC Capital Co., Ltd.), a company listed on the Shanghai Stock Exchange (Stock Code: 600061), from May 2017 to December 2017, General Manager of SDIC Capital Co., Ltd. from December 2017 to March 2018, Director of Essence Securities Co., Ltd. from December 2017 to January 2019, and Chairman of SDIC Finance Co., Ltd. from March 2018 to April 2019. Mr. Duan obtained a bachelor's degree in economics from Xiamen University in July 1990, and a master's degree in business administration from Jiangxi University of Finance and Economics in January 2003.

6. Executive Director: Huang Zhaohui

Huang Zhaohui (黃朝暉)1, aged 55, has been appointed as a member of the Management Committee and the Head of the Investment Banking Department of our Company since April 2015 and April 2013, respectively. He joined the Group in February 1998 and held several positions, including the Deputy Head and Co-Head of the Investment Banking Department. Prior to joining our Group, he joined China Construction Bank Corporation, a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 939) and the Shanghai Stock Exchange (Stock Code: 601939), and served as a clerk of the Ningbo Branch Office, an assistant research officer of the Department of Investment Research, a senior economist of the Department of Real Estate Financing, deputy director of Department of International Business and director of the secretariat of the General Administration Office from July 1988 to January 1998. He currently serves as a director of CICC HK Securities. Mr. Huang obtained a bachelor's degree in physics from Wuhan University (武漢大學) in July 1985 and a master's degree in economics from Renmin University of China in July 1988.

- II-3 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

7. Independent non-executive Director: Liu Li

Liu Li (劉力), aged 64, has been appointed as a Director of our Company since June 2016. He currently holds positions such as a Finance Professor in Guanghua School of Management of Peking University and Deputy Head and Doctoral Supervisor in Finance and Securities Research Center of Peking University. Mr. Liu has been teaching in Guanghua School of Management (formerly known as Economic Management Department of School of Economics) of Peking University since January 1986, and had been teaching in Beijing Institute of Iron and Steel from September 1984 to December 1985. Mr. Liu served as an independent non-executive director of China Machinery Engineering Corporation, a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 1829), since January 2011, an independent non-executive director of Bank of Communications Co., Ltd., a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 3328), since September 2014, an independent director of Success Electronics Ltd., a company listed on the Shenzhen Stock Exchange (Stock Code: 002289), since January 2016, and an independent director of CNPC Capital Company Limited, a company listed on the Shenzhen Stock Exchange (Stock Code: 000617), since June 2017. Mr. Liu obtained a master's degree in physics from Peking University in July 1984 and MBA from Catholic University of Louvain in Belgium in July 1989.

8. Independent non-executive Director: Siu Wai Keung

Siu Wai Keung (蕭偉強)2, aged 65, (former name: Francis Siu Wai Keung), has been appointed as a Director of our Company since May 2015. He served for KPMG for approximately 30 years, where he provided professional services to clients from various industries. He joined KPMG Manchester, England in 1979 and was transferred to Hong Kong in May 1986 and became a partner of KPMG Hong Kong in July 1993. From October 2000 to March 2002, he was a senior partner of KPMG Huazhen LLP Shanghai Office. Prior to his retirement in March 2010, he was a senior partner of KPMG Huazhen LLP Beijing Office and North China. He has extensive experience in providing audit services for PRC and overseas companies, and has a sound knowledge of advising on foreign direct investment in the PRC. Mr. Siu currently serves as an independent non-executive director of Guoco Land Limited, a company listed on the Singapore Exchange (Stock Code: F17), since December 2010, an independent non-executive director of CITIC Limited, a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 267), since May 2011, an independent non-executive director of China Communications Services Corporation Limited, a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 552), since June 2012, an independent non-executive director of CGN Power Co., Ltd., a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 1816) and the Shenzhen Stock Exchange (Stock Code: 003816), since March 2014, an independent director of Beijing Gao Hua Securities Company Limited since June 2015, and an independent non-executive director of BHG Retail Trust Management Pte. Ltd., since November 2015. Mr. Siu has been a fellow member of the ICAEW and the Hong Kong Institute of Certified Public Accountants since July 1994 and September 1993. He obtained a bachelor's degree in economics and accounting and financial management from The University of Sheffield, the United Kingdom, in July 1979.

- II-4 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

9. Independent non-executive Director: Ben Shenglin

Ben Shenglin (賁聖林), aged 53, has been appointed as a Director of our Company since May 2015. He held several positions in ABN Amro in China and London, including leadership roles such as senior vice president and China business head from March 2003 to February 2005. He served at HSBC China from February 2005 to April 2010 as a senior executive, including managing director and China country head of commercial banking from January 2007 to April 2010. From April 2010 to April 2014, he was with JP Morgan Chase as a member of the global leadership team at global corporate bank and the chief executive officer of J.P. Morgan Chase Bank (China). Mr. Ben currently serves as an independent director of Bank of Ningbo Co., Ltd., a company listed on the Shenzhen Stock Exchange (Stock Code: 2142), since September 2014, an independent non-executive director of Tsingtao Brewery Co., Ltd., a company listed on The Stock Exchange of Hong Kong Limited (Stock Code: 168), since June 2014, an independent director of Wuchan Zhongda Group Co., Ltd. (物產中大集團股份有限公司), a company listed on the Shanghai Stock Exchange (Stock Code: 600704), since February 2016, and a supervisor of Industrial Bank Co., Ltd. (興業銀行股份有限公司), a company listed on the Shanghai Stock Exchange (Stock Code: 601166), since December 2016. He joined Zhejiang University since May 2014 and currently serves as a full-time professor and doctoral advisor. He is also the dean of Academy of Internet Finance since April 2015, the dean of the International Business School since October 2018, and the co-director of Zhejiang University- Ant FinTech Research Center since November 2019. He also currently serves as a co-director of the International Monetary Institute in Renmin University of China since January 2014, the dean of Zhejiang Institute of Innovations since April 2018, a counsellor of the Zhejiang People's Government since August 2014, a member of Zhejiang Provincial Committee of the Chinese People's Political and Consultative Conference and Vice Commissioner of Economic Policy Committee since January 2018, the chairman of Zhejiang Association of Internet Finance since September 2015, a member of the Guangdong Financial Experts Advisory Committee since November 2017, a member of the International Cooperation Committee of the All-China Federation of Industry and Commerce since December 2018 and an expert specially invited by the FinTech Cooperation Committee of the Asian Financial Cooperation Association since July 2019. Mr. Ben obtained a bachelor's degree in engineering from Tsinghua University in July 1987, a master's degree in economics specializing in enterprise management from Renmin University of China in March 1990 and a doctoral degree in economics from Purdue University, the United States, in August 1994.

- II-5 -

APPENDIX II	BIOGRAPHIES OF CANDIDATES FOR MEMBERS OF THE
	SECOND SESSION OF THE BOARD OF DIRECTORS OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

10. Independent non-executive Director: Peter Hugh Nolan

Peter Hugh Nolan, aged 70, recipient of the Commander of the Most Excellent Order of the British Empire, has served as an independent non-executive director of China Everbright Group since January 2019 and the director of China Centre of Jesus College at University of Cambridge since 2017. He has also served as the Director of the China Executive Leadership Programme (CELP) since 2005. Mr. Nolan was a lecturer of School of Economics and Politics at University of Cambridge from 1979 to 1997 and a professor of Cambridge Judge Business School at University of Cambridge from 1997 to 2012. He was the founding director of Centre of Development Studies at University of Cambridge from 2012 to 2016 and the Chong Hua Professor of Chinese Development in the Centre of Development Studies at University of Cambridge form 2016 to 2019. Mr. Nolan also served as an independent non-executive director of Bank of Communications Co., Ltd. (a company listed on the Shanghai Stock Exchange (Stock Code: 601328) and The Stock Exchange of Hong Kong Limited (Stock Code: 03328)) from November 2010 to November 2017. Mr. Nolan obtained his doctoral degree in economics from University of London in 1981.

Notes:

As at the Latest Practicable Date, Mr. Huang Zhaohui does not directly hold any Share of the Company, and he indirectly holds 6,710,726 H Shares of the Company through subscription of fund and asset management scheme.
As at the Latest Practicable Date, Mr. Siu Wai Keung holds 100,000 H Shares of the Company.

- II-6 -

APPENDIX III	BIOGRAPHIES OF CANDIDATES FOR NON-EMPLOYEE REPRESENTATIVE
	SUPERVISORS OF THE SECOND SESSION OF THE SUPERVISORY
	COMMITTEE OF CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Biographies of Candidates for Non-employee Representative Supervisors

of the Second Session of the Supervisory Committee of

China International Capital Corporation Limited

1. Jin Lizuo

Jin Lizuo (金立佐), aged 62, has been appointed as a Supervisor of our Company since May 2015. He participated in the establishment of our Company from 1994 to 1995. Mr. Jin serves as an independent non-executive director of Beijing Enterprises Environment Group Limited, a company listed on the Hong Kong Stock Exchange (Stock Code: 154), since September 2004 and a non-executive director of NetBrain Technologies Inc. since August 2012. Mr. Jin obtained a bachelor's degree in economics from Peking University in January 1982 and a doctoral degree in economics from the University of Oxford, the United Kingdom, in November 1993. He is the founding president of the Chinese Economic Association (CEA) UK.

2. Cui Zheng

Cui Zheng (崔錚), aged 39, has been serving as head of Legal Compliance Division of the General Management Department/Banking Institution Department II of Huijin since July 2017 and a senior deputy manager of the General Management Department/Banking Institution Department II of Huijin since February 2015. From July 2003 to July 2011, Mr. Cui successively served as a business director, business executive and senior business executive of Corporate Strategy Department (Legal Department) of China Telecommunications Corporation (中國電信集團公司). He served as a manager of the General Department of Huijin and manager of the General Management Department/Banking Institution Department II of Huijin from July 2011 to February 2015. Mr. Cui received a bachelor's degree in law and a bachelor's degree in economics from Peking University in July 2003, a master's degree in law from Peking University in July 2009 and a master's degree in business administration from Peking University in July 2010.

- III-1 -

APPENDIX IV	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
	PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF
	CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED

Comparison Table of the Amendments to the Rules of Procedures of the Shareholders'

General Meeting of China International Capital Corporation Limited1

			Basis of
No.	Current Article	Amended Article	Amendment
1.	Article 20 The Company shall issue a	Article 20 The Company shall issue a	Amended
	written notice forty-five (45) days	written notice forty-fivetwenty	according to
	prior to the holding of the	(4520) days prior to the holding of	the Articles of
	shareholders' general meeting	the shareholders' annualgeneral	Association,
	informing all the registered	meeting, or issue a written notice	the Reply of
	shareholders of the matters to be	fifteen (15) days prior to the holding	the State
	considered at the meeting as well as	of the extraordinary general meeting	Council on the
	the date and venue of the meeting.	informing all the registered	Adjustment of
	Shareholders that intend to attend the	shareholders of the matters to be	the Provisions
	shareholders' general meeting shall	considered at the meeting as well as	Applicable to
	deliver a written reply to the	the date and venue of the meeting.	the Notice
	Company indicating the attendance of	Shareholders that intend to attend the	Period for the
	the meeting at least twenty (20) days	shareholders' general meeting shall	Holding of
	prior to the meeting.	deliver a written reply to the	Shareholders'
		Company indicating the attendance of	General
		the meeting at least twenty (20) days	Meeting for
		prior to the meeting. Where there are	Overseas
		other provisions in laws, regulations	Listed
		or the securities regulatory authorities	Companies and
		in the place where the Company's	Article 102 of
		shares are listed, such provisions shall	the Company
		prevail.	Law (2018
			Revised)

1 As sessions and articles are added or deleted, serial numbers of relevant sessions, articles and cross references have been adjusted accordingly, and will not be described separately.

- IV-1 -

- IV-2 -

APPENDIX IV	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF
		CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED


				Basis of
No.		Current Article	Amended Article	Amendment
3.	Article 23 Unless otherwise provided	Article 22 Unless otherwise provided	Amended
	in the Articles of Association, the	in the Rules andthe Articles of	according to
	notice of a shareholders' general	Association, the notice of a	the Articles of
	meeting shall be delivered and	shareholders' general meeting shall be	Association,
	announced to shareholders (regardless	delivered and announced to	the Reply of
	of whether they are entitled to vote at	shareholders (regardless of whether	the State
	the shareholders' general meeting) in	they are entitled to vote at the	Council on the
	accordance with Chapter 12 of the	shareholders' general meeting) in	Adjustment of
	Articles of Association.	accordance with Chapter 12 of the	the Provisions
			Articles of Association.	Applicable to
	Such notice may also be given by		the Notice
	way of an announcement.	Such notice may also be given by	Period for the
	"Announcement" referred to in the	way of an announcement.	Holding of
	preceding paragraph shall be	"Announcement" referred to in the	Shareholders'
	published within the interval of forty-	preceding paragraph shall be	General
	five (45) days to fifty (50) days	published within the interval of forty-	Meeting for
	before the date of the meeting, (i) in	five (45) days to fifty (50) days	Overseas
	one or more newspapers designated	before the date of the meeting,(i) in	Listed
	by the securities regulatory authorities	one or more newspapers designated	Companies
	of the State Council, in respect of	by the securities regulatory authorities
	holders of domestic shares. Upon the	of the State Council, in respect of
	publication of such announcement, all	holders of domestic shares. Upon the
	holders of the domestic shares shall	publication of such announcement, all
	be deemed to have received the	holders of the domestic shares shall
	relevant notice of the shareholders'	be deemed to have received the
	general meeting; (ii) on the websites	relevant notice of the shareholders'
	of HKEx and the Company, provided	general meeting; (ii) on the websites
	that such announcement complies with	of HKEx and the Company, provided
	laws, regulations and requirements of	that such announcement complies with
	the securities regulatory authorities in	laws, regulations and requirements of
	the place where the Company's shares	the securities regulatory authorities in
	are listed, in respect of holders of	the place where the Company's shares
	overseas-listed shares.	are listed, in respect of holders of
			overseas-listed shares.
	A meeting and the resolutions adopted
	to thereat shall not be invalidated as a	A meeting and the resolutions adopted
	result of the accidental omission to	to thereat shall not be invalidated as a
	give notice of the meeting to, or the	result of the accidental omission to
	failure of receiving such notice by, a	give notice of the meeting to, or the
	person entitled to receive such notice.	failure of receiving such notice by, a
			person entitled to receive such notice.

- IV-3 -

APPENDIX IV	COMPARISON TABLE OF THE AMENDMENTS TO THE RULES OF
		PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING OF
		CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED


					Basis of
No.		Current Article		Amended Article	Amendment
4.	Article 64 When the Company is to	Article 63 When the Company is to	Amended
	hold a shareholders' class meeting, it	hold a shareholders' class meeting, it	according to
	shall issue a written notice forty-five	shall issue a written notice in	the Articles of
	(45) days prior to the meeting to all	accordance with Article 20 of the	Association
	shareholders who are registered as	Rules	forty-five (45) days prior to the	and the Reply
	holders of that class in the register of	meetingto all shareholders who are	of the State
	shareholders. Such notice shall	registered as holders of that class in	Council on the
	provide shareholders with information	the register of shareholders. Such	Adjustment of
	concerning the matters to be	notice shall provide shareholders with	the Provisions
	considered at such meeting and the	information concerning the matters to	Applicable to
	date and venue of the meeting.	be considered at such meeting and the	the Notice
	Shareholders who intend to attend the	date and venue of the meeting.	Period for the
	shareholders' class meeting shall	Shareholders who intend to attend the	Holding of
	deliver a written reply to the	shareholders' class meeting shall	Shareholders'
	Company twenty (20) days prior to	deliver a written reply to the	General
	the shareholders' class meeting. The	Company twenty (20) days prior to	Meeting for
	date of the meeting shall not be taken	the shareholders' class meeting. The	Overseas
	into account when calculating the	date of the meeting shall not be taken	Listed
	aforementioned time limit.	into account when calculating the	Companies as
			aforementioned time limit.	well as in line
	If the shareholders intending to attend			with the actual
	such shareholders' class meeting	If the shareholders intending to attend	conditions
	represent half or more of the total	such shareholders' class meeting
	number of shares of that class which	represent half or more of the total
	have the right to vote at such	number of shares of that class which
	meeting, the Company may hold the	have the right to vote at such
	shareholders' class meeting;	meeting, the Company may hold the
	otherwise, the Company shall within	shareholders' class meeting;
	five (5) days give the shareholders	otherwise, the Company shall within
	further notice concerning the matters	five (5) days give the shareholders
	to be considered and the date and	further notice concerning the matters
	venue of such meeting by way of an	to be considered and the date and
	announcement. Upon publication of	venue of such meeting by way of an
	such announcement, the Company	announcement. Upon publication of
	may then hold the shareholders' class	such announcement, the Company
	meeting.		may then hold the shareholders' class
			meeting.
	Where there is any special regulation
	under the listing rules of the place	Where there is any special regulation
	where the Company's shares are	under the listing rules of the place
	listed, such requirement shall prevail.	where the Company's shares are
			listed, such requirement shall prevail.

- IV-4 -

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CICC - China International Capital Corporation Limited published this content on 03 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2020 08:42:19 UTC

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	1st Jan change	Capi.
CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED	-18.06%	14.87B
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CSC FINANCIAL CO., LTD.	-8.84%	19.74B
NOMURA HOLDINGS, INC.	+44.94%	17.24B

China International Capital Corporation Limited

Equities

3908

CNE100002359

Investment Banking & Brokerage Services

China International Capital : AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES OF THE SHAREHOLDERS' GENERAL MEETING, ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS, ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE AND NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

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