China International Capital : NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

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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:

1. To elect Mr. Shen Rujun as a non-executive Director;
2. To elect Mr. Huang Hao as a non-executive Director;
3. To elect Ms. Xiong Lianhua as a non-executive Director;
4. To elect Ms. Tan Lixia as a non-executive Director;
5. To elect Mr. Duan Wenwu as a non-executive Director;
6. To elect Mr. Huang Zhaohui as an executive Director;
7. To elect Mr. Liu Li as an independent non-executive Director;
8. To elect Mr. Siu Wai Keung as an independent non-executive Director;
9. To elect Mr. Ben Shenglin as an independent non-executive Director;
10. To elect Mr. Peter Hugh Nolan as an independent non-executive Director;

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1. To consider and approve the proposal regarding the election of new session of the Supervisory Committee, including the followings:
2. 1. To elect Mr. Jin Lizuo as a Supervisor;
   2. To elect Mr. Cui Zheng as a Supervisor;
3. 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.

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Notes:

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. Shareholder or his/her proxy shall produce proof of identity when attending the 2020 First EGM:
8. 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.
9. 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.
10. 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.
11. 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: [phone]
    Fax: [phone]

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