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CITIC Limited 中國中信股份有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 00267)

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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 licensed securities dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CITIC Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 however arising from or in reliance upon the whole or any part of the contents of this circular. CITIC Limited 中國中信股份有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00267) I. PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND PAYMENT OF FINAL DIVIDEND AND II. NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of CITIC Limited to be held at Salon 4–6, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 9 June 2021 at 11:00 a.m. is set out on pages 21 to 25 of this circular. Whether Shareholders are able to attend the Annual General Meeting physically or online, they are encouraged to appoint the Chairman of the Annual General Meeting as their proxy by completing the accompanying proxy form in accordance with the instructions printed thereon and returning it to CITIC Limited’s Share Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event so that it is received not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person (whether physically or by means of electronic facilities) at the Annual General Meeting or any adjournment thereof (as the case may be) should they subsequently so wish, and, in such event, the proxy shall be deemed to be revoked. For the Annual General Meeting convened to be held on Wednesday, 9 June 2021 at 11:00 a.m., the deadline to submit completed proxy forms is Monday, 7 June 2021 at 11:00 a.m.. PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE AT THE ANNUAL GENERAL MEETING The following precautionary measures will be implemented at the Annual General Meeting venue: (1) Compulsory temperature checks (2) Submission of Health Declaration Form (3) Wearing of surgical face mask (4) Safe distancing measures for queue management and seating at the venue (5) No provision of refreshments or drinks Attendees who do not comply with the precautionary measures referred to in (1) to (4) above may be denied entry to the Annual General Meeting venue at the absolute discretion of CITIC Limited as permitted by law. For the health of the Annual General Meeting attendees, CITIC Limited would encourage Shareholders to exercise their rights to attend and vote at the Annual General Meeting online. If Shareholders are unable to attend the Annual General Meeting in person or online, they still can appoint the Chairman of the Annual General Meeting as their proxy and return their proxy forms by the time specified above. 7 May 2021 CONTENTS Page Guidance for the Annual General Meeting ................................. 1 Precautionary Measures for Physical Attendance at the Annual General Meeting ......................................... 4 Definitions ............................................................ 6 Letter from the Chairman 1. Introduction .................................................. 9 2. Proposed general mandates to issue Shares and to repurchase Shares ... 9 3. Proposed re-election of Directors ................................. 9 4. Proposed payment of 2020 Final Dividend ......................... 11 5. Annual General Meeting ........................................ 12 6. Recommendation .............................................. 13 Appendix I — Explanatory Statement and Memorandum in relation to the Buyback Mandate .................. 14 Appendix II — Bio Data of Directors offering for re-election at the Annual General Meeting ...................... 17 Appendix III — Notice of Annual General Meeting ..................... 21 –i– GUIDANCE FOR THE ANNUAL GENERAL MEETING As at the date of this circular, the Hong Kong Government’s social distancing laws and regulations remain in place and for shareholders’ meeting of a listed company, the number of persons permitted in a room or partitioned area is specified in the prevailing Prevention and Control of Disease (Prohibition on Group Gathering) Regulation, Cap. 599G. CITIC Limited does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the need to protect Annual General Meeting attendees from possible exposure to the COVID-19 pandemic. For the health of Annual General Meeting attendees, CITIC Limited would strongly encourage Shareholders to (i) attend and vote at the Annual General Meeting online; or (ii) exercise their rights to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy instead of attending the physical Annual General Meeting. ATTENDING THE ANNUAL GENERAL MEETING BY MEANS OF ELECTRONIC FACILITIES CITIC Limited will conduct the Annual General Meeting as a hybrid meeting using Tricor e-Meeting System, which allows Shareholders to participate in the Annual General Meeting online in a convenient and efficient way from anywhere with an internet connection, in addition to the traditional physical attendance at the Annual General Meeting. Shareholders will be able to view the live broadcast and participate in voting and submit questions in written form to the Annual General Meeting via their mobile phones, tablet, or computers. Tricor e-Meeting System will be open for the Registered Shareholders and Non-registered Shareholders (see below for login details and arrangement) to log in from 10:30 a.m. on 9 June 2021 (i.e. approximately 30 minutes prior to the commencement of the Annual General Meeting). Shareholders should allow ample time to check into Tricor e-Meeting System to complete the related procedures. Please refer to the Online Meeting User Guide in relation to the procedures of the online meeting at https://spot-emeeting.tricor.hk/#/267. Login details for Registered Shareholders: Details regarding the Annual General Meeting arrangements including login details to access Tricor e-Meeting System are included in CITIC Limited’s notification letter to Registered Shareholders (the “Shareholder Notification”) sent together with this circular. Login details for Non-registered Shareholders: Non-registered Shareholders who wish to attend and vote at the Annual General Meeting using Tricor e-Meeting System should (1) contact and instruct their banks, brokers, custodians or HKSCC Nominees Limited through which their shares are held (together, the “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Annual General Meeting and (2) provide their email address to their Intermediary before the time limit required by the relevant Intermediary. Details regarding the Annual General Meeting arrangements including login details to access Tricor e-Meeting System will be sent by CITIC Limited’s Share Registrar, Tricor Tengis Limited, to the email address of the Non-registered Shareholders provided by the Intermediary. Any Non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 11:00 a.m. on Tuesday, 8 June 2021 should reach out –1– GUIDANCE FOR THE ANNUAL GENERAL MEETING to CITIC Limited’s Share Registrar for assistance. Without the login details, Non-registered Shareholders will not be able to participate and vote using Tricor e-Meeting System. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above. Registered Shareholders and Non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the Annual General Meeting and do not disclose them to anyone else. Neither CITIC Limited nor its Share Registrar assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise. VOTING SYSTEM AT THE ANNUAL GENERAL MEETING e-Voting system will be used at the Annual General Meeting to enhance the efficiency in the poll counting process. This is a full paperless Annual General Meeting process that facilitate easy and intuitive voting procedures for Shareholders. For online voting at the Annual General Meeting, Shareholders can refer to the Online Meeting User Guide by visiting at https://spot-emeeting.tricor.hk/#/267 for details. QUESTIONS AT THE ANNUAL GENERAL MEETING Shareholders
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