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 a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in CITIC Pacific Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, 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 transferee. Kong Exchanges and Clearing Limited and The Stock Exchange of 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. This circular is for information purposes only and is being provided to you solely for the purposes of considering the resolutions to be voted upon at the EGM of CITIC Pacific to be held on June 3, 2014. This circular does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for securities referred to in this circular in the United States (including its territories and possessions, any state of the United States, and the District of Columbia) or elsewhere. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). There is no intention to register any securities referred to in this circular in the United States, or to conduct a public offering of such securities in the United States.

CITIC Pacific Limited 中信泰富有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

(1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION (2) PROPOSED ISSUE OF THE CONSIDERATION SHARES AND THE SPECIFIC MANDATE FOR THE ISSUE OF THE PLACING SHARES (3) PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION (4) RE-ELECTION OF A DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial Advisers to CITIC Pacific

Independent Financial Adviser to Independent Board Committee and Independent Shareholders SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 38 to 86 of this circular, and a letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 89 to 135 of this circular and a letter from the Independent Board Committee is set out on pages 87 to 88 of this circular. A notice convening the EGM of CITIC Pacific to be held at Granville and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, June 3, 2014 at 11:00 a.m. is set out on pages EGM-1 to EGM-4 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same to the registered office of CITIC Pacific at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

May 14, 2014 CONTENTS

Page

EXPECTED TIMETABLE ...... iii

SUMMARY ...... 1

DEFINITIONS ...... 22

CORPORATE INFORMATION ...... 34

DIRECTORS AND PARTIES INVOLVED IN THE ACQUISITI