second notice of the 2015 first extraordinary general

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)
SECOND NOTICE OF
THE 2015 FIRST EXTRAORDINARY GENERAL MEETING
CITIC Securities Company Limited (the “Company”) published the notices of the
2015 first extraordinary general meeting (the “EGM”) and the 2015 first H
Shareholders class meeting (the “H Shareholders Class Meeting”) on 30 December
2014, announcing that the EGM, the 2015 first A Shareholders class meeting (the “A
Shareholders Class Meeting”) and the H Shareholders Class Meeting will be held
from 10 a.m. on Monday, 16 February 2015, successively.
Pursuant to the relevant provisions in the Mandatory Provisions for Articles of
Association of Companies to be Listed Overseas and Article 85 of the Articles of
Association of the Company, since the number of Shares with voting rights
represented by the Shareholders who intend to attend the EGM does not reach half
of the total number of Shares with voting rights of the Company as at 26 January
2015 (the number of Shares with voting rights represented by the Shareholders who
intend to attend the H Shareholders Class Meeting has reached half of the total
number of Shares with voting rights of the aforementioned meeting), which is the
deadline for the Shareholders who intend to attend the EGM and the H Shareholders
Class Meeting to return the reply slips, the Company hereby re-announces the time,
venue and proposed resolutions of the EGM as follows (the second notice and
supplemental notice of the A Shareholders Class Meeting will be published on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn) separately). Unless
otherwise specified, capitalized terms used in this notice shall have the same
meanings as defined in the circular of the Company dated 14 January 2015.
I
Time of the EGM: 10 a.m. on Monday, 16 February 2015.
II
Venue of the EGM: Kaifeng Room, 3/F, Kempinski Hotel Beijing Lufthansa
Center, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC.
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III Resolutions to be put forward at the EGM
SPECIAL RESOLUTION:
1.
To consider and approve the following resolutions on the Specific Mandate
for the proposed New H Share Issue and listing of New H Shares on the
Hong Kong Stock Exchange (relevant details of the resolutions are set out
in the paragraph headed “Proposed Specific Mandate to Issue New H
Shares” in the Announcement produced in the Appendix to the notice of the
EGM).
1.1
Class of Shares to be issued;
1.2
Time of issuance;
1.3
Method of issuance;
1.4
Target placees;
1.5
Pricing mechanism;
1.6
Method of subscription;
1.7
Size of issuance;
1.8
Accumulated profits;
1.9
Use of proceeds;
1.10
Validity period of the resolutions;
1.11
Authorization of the consequential amendments to the Articles of
Association upon completion of the proposed New H Share Issue;
1.12
Other relevant authorization to the Board and the persons authorized
by the Board to deal with all matters in relation to the proposed New
H Share Issue with full authority for a term of 12 months from the
passing of the relevant resolution(s) at the EGM and/or the Class
Meetings, including but not limited to:
(i)
execute and submit all the relevant applications, reports and
other documents to the relevant PRC and overseas authorities
and deal with all the relevant approvals, registration, filing,
sanction and permission;
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(ii)
be responsible for determining the terms of the proposed New
H Share Issue, including the determination of the actual size,
issue price (including the price range and final price), timing,
method and target placee(s) of the proposed New H Share
Issue, the execution, implementation, modification and
termination of any agreement, contract or other documents in
relation to the exercise of the Specific Mandate to issue New
H Shares, making adjustment to the use of proceeds of the
proposed New H Share Issue, and any other relevant matter;
(iii)
be responsible for negotiating and entering into subscription
agreements with investors or a placing agreement with the sole
placing agent in relation to the proposed New H Share Issue,
and approving any revision or amendments to such
subscription agreements or placing agreement;
(iv)
be responsible for dealing with all the matters in relation to
obtaining all the approvals and permissions from the CSRC,
the Hong Kong Stock Exchange and/or any other relevant PRC
and overseas authorities in relation to the proposed New H
Share Issue;
(v)
depending on the requirements at the time of the issuance, to
engage and appoint the global coordinator, the placing agent,
PRC and overseas legal advisers and other relevant
professional parties in relation to the proposed New H Share
Issue and enter into engagement or appointment letters and
other relevant legal documents. The Company proposes to
appoint CITIC Securities Corporate Finance (HK) Limited as
the sole global coordinator and CLSA as the sole placing agent
of the proposed New H Share Issue;
(vi)
make appropriate amendments to the terms of the proposed
New H Share Issue in light of the specific circumstances and
pursuant to the approval(s) by the relevant regulatory
authorities;
(vii)
execute, implement, amend and complete any document and do
any act as necessary and appropriate in relation to the proposed
New H Share Issue;
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(viii) approve the publication of relevant announcement(s),
circular(s) and notice(s) in relation to the proposed New H
Share Issue on the websites of the Hong Kong Stock Exchange
and the Company, respectively, and the submission of relevant
forms, files or other documents to the Hong Kong Stock
Exchange; and
(ix)
obtain from the Hong Kong Stock Exchange the approval for
listing of and permission to deal in all of the New H Shares to
be issued and allotted pursuant to the proposed New H Share
Issue on the Main Board of the Hong Kong Stock Exchange.
ORDINARY RESOLUTION:
2.
To consider and approve the report on use of proceeds from previous funds
raising activity of the Company (relevant details of this resolution are set
out in the paragraph headed “Report on use of proceeds from previous funds
raising activity” in the Announcement produced in the Appendix to the
notice of the EGM).
Please refer to the notices of the EGM and the H Shareholders Class Meeting dated
30 December 2014, and the circular dated 14 January 2015 published by the Company
on the websites of the HKExnews of Hong Kong Exchanges and Clearing Limited
(http://www.hkexnews.hk) and the Company (http://www.cs.ecitic.com), respectively
for detailed information relating to the EGM and the H Shareholders Class Meeting.
By order of the Board
CITIC Securities Company Limited
WANG Dongming
Chairman
Beijing, the PRC
30 January 2015
As at the date of this notice, the executive Directors are Mr. WANG Dongming, Mr. CHENG Boming,
Mr. YIN Ke and Mr. LIU Lefei; the non-executive Directors are Mr. JU Weimin and Mr. FANG Jun; and
the Independent Non-executive Directors are Mr. WU Xiaoqiu, Mr. LEE Kong Wai, Conway and Mr.
RAO Geping.
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