CITIC SECURITIES COMPANY LIMITED 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6030) NOTICE OF THE 2013 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2013 Frist Extraordinary General Meeting (the "EGM") of CITIC Securities Company Limited (the "Company") will be held at Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa Center, 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 1:00 p.m. on Wednesday, 13 March 2013 for the purposes of considering, and if thought fit, approving the following resolutions. Unless otherwise specified, capitalised terms used in this notice have the same meaning as defined in the circular of the Company dated 26 January 2013 (the "Circular"). SPECIAL RESOLUTIONS
1. To consider and approve the proposed issuances of Onshore and Offshore Corporate Debt Financing
Instruments:
"THAT
(a) the Company will be the issuing entity of the RMB Debt Financing Instruments. The RMB Debt Financing Instruments that will be approved by or filed with the CSRC and other relevant approval and filing authorities in accordance with the relevant regulations will be issued on an one-off or multiple issuances or multi-tranche issuances bases through public offerings in the PRC or through private placements to qualified investors in accordance with CSRC's relevant regulations;
(b) the Company or its wholly-owned offshore subsidiary(ies) will act as the issuing entity(ies) of the Offshore Debt Financing Instruments. The Offshore Debt Financing Instruments will be issued on an one-off or multiple issuances or multi-tranche issuances bases through public offerings or private placements outside the PRC;
(c) the sizes of the issuances of the Onshore and Offshore Corporate Debt Financing Instruments will be no more than RMB40 billion in aggregate (including RMB40 billion, calculated based on the aggregate balance outstanding on the instruments issued and, in the case of an instrument denominated in a foreign currency, based on
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the median price for the exchange rate announced by the People's Bank of China on the date of each issuance), and shall be in compliance with the requirements prescribed in the relevant laws and regulations on the maximum amount of the debt financing instruments to be issued; and
(d) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the issuing entity, the size of issue, the number of tranches, the currency and the method of each issuance in accordance with the relevant laws and regulations and the advices and suggestions of the regulatory authorities, the Company's actual needs of the funds and the then prevailing market conditions in order to maximise the interest of the Company."
"THAT
(a) the RMB Debt Financing Instruments will include (as the case may be) ordinary bonds, subordinated bonds, subordinated debts, structured notes and the other types permitted to be issued by the regulatory authorities;
(b) the Offshore Debt Financing Instruments will include (as the case may be) bonds, subordinated bonds and structured notes;
(c) the terms of each of the subordinated debts or subordinated bonds to be issued under the issuances of the Onshore and Offshore Corporate Debt Financing Instruments shall not contain any provision for conversion into shares; and
(d) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the types of the Onshore and Offshore Corporate Debt Financing Instruments and the priorities for repayment of creditors in accordance with the relevant regulations and the then prevailing market conditions."
"THAT
(a) the term of each of the Onshore and Offshore Corporate Debt Financing Instruments shall be no longer than 10 years (inclusive) with a single term or hybrid type with multiple terms; and
(b) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the term and size of each type of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the relevant regulations and the then prevailing market conditions."
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1.4 Interest Rate
"THAT
authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, together with the sponsor (or the lead underwriter, if any) the interest rate of each of the Onshore and Offshore Corporate Debt Financing Instruments to be issued as well as the method of calculation and payment thereof in accordance with the then prevailing domestic market conditions and the relevant regulations in respect of the administration on the interest rate of the debt financing instruments (in the case and at the time of an issuance of the RMB Debt Financing Instruments) or in accordance with the then prevailing overseas market conditions (in the case and at the time of an issuance of the Offshore Debt Financing Instruments)."
"THAT
(a) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the security arrangement for the issuances of the RMB Debt Financing Instruments in accordance with the laws;
(b) depending on the structure of each issuance, the Company or its qualified wholly-owned offshore subsidiary(ies) will be the issuing entity(ies) of each of the Offshore Debt Financing Instruments to be issued, on the basis of a guarantee or a letter of support or a keep-well agreement to be issued by the Company or the aforesaid wholly-owned offshore subsidiary(ies) and/or a third party; and
(c) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the arrangement relating to the provision of guarantee or the issuance of the letter of support or keep-well agreement in accordance with the structure of each issuance."
"THAT
(a) the proceeds raised from the issuances of the Onshore and Offshore Corporate Debt Financing Instruments will be used to meet the business operation needs of the Company, adjust the debt structure of the Company, supplement the working capital of the Company and/or make project investments; and
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(b) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the use of proceeds in accordance with the Company's demand for capital."
1.7 Issuing Price
"THAT
authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the issuing price of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the then prevailing market conditions at the time of each issuance and the relevant laws and regulations."
"THAT
(a) the targets of the Onshore and Offshore Corporate Debt Financing Instruments shall be the onshore and offshore investors, respectively, which meet the conditions for subscription;
(b) the Onshore and Offshore Corporate Debt Financing Instruments may be placed to the Shareholders; and
(c) authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the specific private placement arrangements of each issuance (including whether to make such private placements and the placement proportion, etc.) based on the then prevailing domestic and overseas market conditions, the specific matters involved in the offerings in accordance with the laws."
"THAT
authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to determine, at its sole discretion, the relevant matters involved in the application for the listing of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the actual conditions of the Company and the then prevailing conditions of the domestic and overseas markets."
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1.10 Safeguard Measures for Debt Repayment of the RMB Debt Financing Instruments
"THAT
authorisation be granted to the Board (which may in turn authorise the Authorised Committee) in respect of the issuances of the RMB Debt Financing Instruments, to determine, at its sole discretion, that at least the following measures shall be taken by the Company when there is an anticipated or actual failure to pay the principal of the bonds or repay the interests of the bonds due:
(1) ceasing to distribute dividends to the Shareholders;
(2) suspending the implementation of any capital expenditure projects such as material external investments, acquisitions and mergers, etc.;
(3) reducing or ceasing to pay the wages and bonus of the directors and senior management personnel of the Company;
(4) freezing the job transfer of the key responsible personnel."
"THAT
the validity period of the resolutions passed at the EGM for the issuances of the Onshore and Offshore Corporate Debt Financing Instruments shall be 36 months calculated from the date of approval by the EGM, where the Board and/or its Authorised Committee had, during the term of the authorisation, decided the issuance or partial issuance of the Onshore and Offshore Corporate Debt Financing Instruments, and provided the Company had also, during the term of the authorisation, obtained the approval, licence, filing or registration from the regulatory authorities on the issuances (if applicable), the Company may, during the validity period of such approval, licence, filing or registration/confirmation, complete the issuance or relevant partial issuance of the Onshore and Offshore Corporate Debt Financing Instruments."
"THAT
to ensure effective coordination of the issuances of the Onshore and Offshore Corporate Debt Financing Instruments and specific matters in the issuance processes, authorisation be granted to the Board (which may in turn authorise the Authorised Committee) to deal with, at its sole discretion, all matters in connection with the issuances of the Onshore
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and Offshore Corporate Debt Financing Instruments in accordance with the relevant laws, regulations and opinions and advices from the regulatory authorities, within the framework and under the principles approved at the EGM, and based upon the general principle of acting in the best interest of the Company, including but not limited to:
(a) formation and adjustment of specific plans for the issuances of the Onshore and Offshore Corporate Debt Financing Instruments in accordance with the applicable laws, regulations and relevant provisions from the regulatory authorities as well as resolutions passed at the EGM for such purposes, and based on the actual conditions of the Company and the relevant debt markets, including, without limitation, determination of the suitable issuing entity(ies), timing of issuance, specific amount and method of issuance, terms of issuance, targets and duration, whether to issue on an one- off, multiple issuances, multi-tranche issuances or multiple-category issuances bases and, if on multiple issuances, multi-tranche issuances or multiple-category issuances bases, the size and term of each issuance, tranche and category, the ways in which the nominal value and interest rate are determined, currency (including offshore RMB), pricing method, issuance arrangements, letter of guarantee, letter of support or keep- well agreement arrangement, rating arrangement, specific methods of application and purchase, whether to incorporate terms of repurchase or redemption, specific private placement arrangement, use of proceeds, registration, listing of the Onshore and Offshore Corporate Debt Financing Instruments and place of listing, measures to mitigate repayment risks, measures to ensure debt repayment, etc. and all matters relating to the issuances of the Onshore and Offshore Corporate Debt Financing Instruments;
(b) determining and engaging intermediary agency, signing, executing, amending and completing all agreements and documents relating to the issuances of the Onshore and Offshore Corporate Debt Financing Instruments, including, without limitation, the sponsorship agreement, underwriting agreement, guarantee agreement, letter of support or keep-well agreement, bond indenture, engagement letter with intermediary agency, trust agreement, liquidation management agreement, registration and custody agreement, listing agreement and other legal documents, etc., and disclosing the relevant information in accordance with the relevant laws, regulations and the listing rules of the exchanges on which the Company's securities are listed (including but not limited to the preliminary and final offering memoranda of the debt financing instruments, and all announcements and circulars, etc. in relation to the issuances of the Onshore and Offshore Corporate Debt Financing Instruments);
(c) selecting and engaging trustee(s) and clearance/settlement manager(s) for the issuances of the Onshore and Offshore Corporate Debt Financing Instruments, signing the trust agreement(s) and clearance/settlement management agreement(s) and (if applicable) formulating rules for meetings of the holders of the debt financing instruments;
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(d) undertaking all applications and filings as well as listing matters with regard to the issuances of the Onshore and Offshore Corporate Debt Financing Instruments, including, without limitation, preparing, revising and submitting relevant applications and filings of materials relating to the issuances and listings of the Onshore and Offshore Corporate Debt Financing Instruments and applications and filings of materials in respect of any guarantee, letter of support or keep-well agreement to be provided by the Company, the issuing entity(ies) and/or a third party, and signing the relevant applications and filing documents and other legal documents;
(e) making relevant adjustments to matters relating to the issuances of the Onshore and Offshore Corporate Debt Financing Instruments according to the opinions and changes in the policies of the regulatory authorities or the changes in market conditions, or determining whether to continue with all or part of the work in respect of the issuances of Onshore and Offshore Corporate Debt Financing Instruments in accordance with the actual situation, unless re-approval by the Shareholders at general meeting is otherwise required pursuant to the relevant laws, regulations and the Articles of Association; and
(f) dealing with other matters in relation to the issuances of the Onshore and Offshore
Corporate Debt Financing Instruments;
the above-mentioned authorisation be valid and effective on and from the date of these resolutions to the date when these resolutions cease to be effective or to the date when matters authorised above have been completed (depending on whether the issuances of the Onshore and Offshore Corporate Debt Financing Instruments have been completely issued)."
2. To consider and approve the potential Connected/Related Transactions involved in the issuances of Onshore and Offshore Corporate Debt Financing Instruments:
"THAT
2.1 the Company may, within the range of the Onshore and Offshore Corporate Debt Financing Instruments and the term of the authorisation as set out in the resolution number 1 above, privately place on an one-off, multiple issuances or multi-tranche issuances bases the Onshore and Offshore Corporate Debt Financing Instruments in an aggregate amount of no more than RMB15 billion (including RMB15 billion, calculated based on the aggregate balance outstanding on the instruments issued and, in the case of an instrument denominated in a foreign currency, based on the median price for the exchange rate announced by the People's Bank of China on the date of each issuance) to its connected/related party(ies), including but not limited to Shareholder(s) which hold(s) 5% or more of the total issued share capital of the Company, the Directors, supervisors and senior management members of the Company who are also Shareholders;
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2.2 authorisation be granted to the management of the Company to determine, at its sole discretion, specific matters concerning the Connected/Related Transactions; which shall be conducted in accordance with the applicable general market practice (if any) and on normal commercial terms; and the interest rate, term, price and other specific conditions of each issuance of the Onshore and Offshore Corporate Debt Financing Instruments involved in the Connected/Related Transactions will be determined in accordance with, among other things, the relevant PRC laws, regulations, market conditions and the capital supply and demand relationships at the time of each issuance, and based on the market interest rate, price, term, market fee rates (if any) as may be then applicable to independent counterparties of the Onshore and Offshore Corporate Debt Financing Instruments of such type as well as in accordance with the fair market value after consultation;
2.3 authorisation be granted to the management of the Company, at its sole discretion, to enter into the subscription agreement(s) and other relevant agreement(s) and document(s) with the connected/related party(ies) intending to subscribe for the Onshore and Offshore Corporate Debt Financing Instruments to be issued by the Company, and complete the relevant formalities; and
2.4 the Company be authorised to, after entering into the subscription agreement(s) and other relevant agreement(s) and document(s) with the connected/related party(ies), release connected/related transaction announcement(s) in a timely manner to disclose information concerning the Connected/Related Transactions in accordance with the listing rules of the exchanges on which the securities of the Company are listed."
3. To consider and approve the establishment of wholly-owned offshore subsidiaries: "THAT
3.1 the Company be authorised to establish a direct wholly-owned offshore subsidiary in Hong Kong or other appropriate offshore jurisdiction, which can be used as the issuing entity of the Offshore Debt Financing Instruments;
3.2 the registered capital of the proposed direct wholly-owned offshore subsidiary be capped at no more than USD10,000 or equivalent amounts in other currency and the name of the proposed direct wholly-owned offshore subsidiary be confirmed (subject to the final approval and registration by competent approval and registration authorities);
3.3 the issuing entity of the Offshore Debt Financing Instruments can also be the wholly-owned subsidiaries of the aforesaid direct wholly-owned offshore subsidiary (i.e. the indirect wholly-owned offshore subsidiaries of the Company) and the management of the Company be authorised to determine, at its sole discretion, the issuing structure based on the actual circumstances; and
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3.4 the management of the Company be authorised to deal with all matters relating to the establishment of the proposed direct or indirect wholly-owned offshore subsidiary(ies) in accordance with the applicable rules, including but not limited to going through domestic and overseas formalities for approval, filing and registration."
By order of the board of directors CITIC Securities Company Limited WANG Dongming
Chairman
Beijing, the PRC
26 January 2013
As at the date of this announcement, the executive directors of the Company are Mr. WANG Dongming, Mr. YIN Ke and Mr. CHENG Boming; the non-executive directors are Mr. FANG Jun and Mr. JU Weimin; and the independent non-executive directors are Mr. WU Xiaoqiu, Mr. LEE Kong Wai, Conway, Mr. RAO Geping and Mr. WEI Benhua.
Notes:
1. Details of the above resolutions are set out in the Circular.
2. According to Rule 13.39(4) of the Hong Kong Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this notice of the EGM will be voted on by way of poll. Results of the poll voting will be posted on the website of the Company at www.cs.ecitic.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
3. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy is not required to be a Shareholder of the Company.
4. To be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed or a notarial certified copy of that power of attorney or authority, must be completed and deposited at the board of the directors' office of the Company (for A Shareholders) or the Company's H Shares registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders) not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting(s) thereof.
The address of the board of the directors' office of the Company is at CITIC Securities Tower, No. 48
Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code: 100125 (Tel: (8610) 6083 6030, Fax: (8610) 6083 6031).
The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services
Limited, is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: (852)
2862 8555).
Completion and return of the proxy form will not preclude any Shareholder from attending and voting at the EGM or any adjournment thereof in person should he so wish.
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5. In order to determine Shareholders' entitlement to attend the EGM, the H Share register of members of the Company will be closed from Monday, 11 February 2013 to Wednesday, 13 March 2013 (both days inclusive), during which period no share transfer will be registered. In order for H Shareholders to be qualified for attending the EGM, all share certificates together with the transfer documents must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms
1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, at or before 4:30 p.m. on Friday, 8 February 2013.
6. In case of joint Shareholders, if more than one of them attend the EGM, either in person or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint Shareholders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
7. Shareholders who wish to attend the EGM, whether in person or by proxy, shall return the reply slip for the meeting to the board of the directors' office of the Company in person, by mail or fax on or before Wednesday, 20 February 2013. The address of the board of the directors' office of the Company is at CITIC Securities Tower, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, The PRC, Postal code:
100125 (Tel: (8610) 6083 6030, Fax: (8610) 6083 6031).
8. The EGM is expected to last for a half day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM.
9. Ordinary resolution number 2 above will be voted by poll by the independent Shareholders, namely, Shareholders other than Shareholder(s) which hold(s) 5% or more of the total issued share capital of the Company, the Directors, supervisors and senior management members of the Company who are also Shareholders, to whom the Onshore and Offshore Corporate Debt Financing Instruments may be issued.
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