中信銀行股份有限公司 china citic bank corporation...

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China CITIC Bank Corporation Limited (中信銀行股份有限公司), you should at once hand this circular to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

中信銀行股份有限公司China CITIC Bank Corporation Limited

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 998)

REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2013REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2013

ANNUAL REPORT FOR THE YEAR 2013FINANCIAL REPORT FOR THE YEAR 2013

FINANCIAL BUDGET PLAN FOR THE YEAR 2014PROFIT DISTRIBUTION PLAN FOR THE YEAR 2013

RESOLUTION ON ENGAGEMENT OF ACCOUNTING FIRMS ANDTHEIR SERVICE FEES FOR THE YEAR 2014

RESOLUTION ON APPLICATION FOR THE CAP OF CREDIT EXTENSION RELATED PARTY TRANSACTIONS WITH RELATED PARTIES FOR THE YEAR 2014

RESOLUTION ON APPLICATION FOR THE CAPS OF NON-CREDIT EXTENSION CONNECTED TRANSACTIONS WITH CONNECTED PERSON FOR THE YEAR 2014

SPECIAL REPORT ON RELATED PARTY TRANSACTIONSFOR THE YEAR 2013

RESOLUTION ON PURCHASE OF PART OF THE PROPERTIES OF PROJECT CBD-Z15RESOLUTION ON ELECTION OF MR. YUAN MING AS INDEPENDENT NON-EXECUTIVE DIRECTOR

RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATIONRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES OF THE

SHAREHOLDERS’ GENERAL MEETINGRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES

OF THE BOARD OF DIRECTORSRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES

OF THE BOARD OF SUPERVISORSAND

NOTICE OF THE 2013 ANNUAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

The 2013 Annual General Meeting is to be held at 9:30 a.m. on Wednesday, 21 May 2014 at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC.

A proxy form and reply slip for use at the 2013 Annual General Meeting are enclosed and are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Bank (http://bank.ecitic.com) respectively. If you intend to appoint a proxy to attend the 2013 Annual General Meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the 2013 Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the 2013 Annual General Meeting and voting in person if you so wish. Shareholders who intend to attend the meeting in person or by proxy should complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Thursday, 1 May 2014.

25 April 2014

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CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Report of the Board of Directors for the Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Report of the Board of Supervisors for the Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Annual Report for the Year 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Financial Report for the Year 2013.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Financial Budget Plan for the Year 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Profit Distribution Plan for the Year 2013... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Resolution on Engagement of Accounting Firms and Their Service Fees for the Year 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Resolution on Application for the Cap of Credit Extension Related Party Transactions with Related Parties for the Year 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Resolution on Application for the Caps of Non-Credit Extension Connected Transactions with Connected Person for the Year 2014 . . . . . . . . . . . . . . . . . . . . 10

Special Report on Related Party Transactions for the Year 2013 . . . . . . . . . . . . . . . . . . . . . . . 22

Resolution on Purchase of Part of the Properties of Project CBD-Z15 . . . . . . . . . . . . . . . . . . . 23

Resolution on Election of Mr. Yuan Ming as Independent Non-Executive Director . . . . . . . . . 28

Resolution on Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Resolution on Amendments to the Rules of Procedures of the Shareholders’ General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Resolution on Amendments to the Rules of Procedures of the Board of Directors . . . . . . . . . . 30

Resolution on Amendments to the Rules of Procedures of the Board of Supervisors . . . . . . . . 30

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

2013 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Procedures for Voting at the 2013 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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CONTENTS

Appendix I – Report of the Board of Directors for the Year 2013 . . . . . . . . . . . . . . . . . . . . . 33

Appendix II – Report of the Board of Supervisors for the Year 2013 . . . . . . . . . . . . . . . . . . . 38

Appendix III – Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . 42

Appendix IV – Proposed Amendments to the Rules of Procedures of the Shareholders’ General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Appendix V – Proposed Amendments to the Rules of Procedures of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Appendix VI – Proposed Amendments to the Rules of Procedures of the Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

Appendix VII – Letter of Advice from The Independent Board Committee . . . . . . . . . . . . . . . 77

Appendix VIII – Letter from TC Capital Asia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Appendix IX – Letter from GF Capital (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . 95

Appendix X – Valuation Report from Grant Sherman Appraisal Limited . . . . . . . . . . . . . . . 110

Appendix XI – Appraisal Report from Pan-China Assets Appraisal Co., Ltd. . . . . . . . . . . . . . 115

Appendix XII – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

Notice of the 2013 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

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DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the

following meanings:

“2013 Annual General Meeting” the annual general meeting of 2013 of the Bank to be held at 9:30

a.m. on Wednesday, 21 May 2014 at the Conference Room, 16th

Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie,

Dongcheng District, Beijing, PRC

“Acquisition” the acquisition of the Property

“Agreement of Intent” the Agreement of Intent entered into between the Bank and CITIC

Heye on 27 March 2014

“Articles of Association” the Articles of Association of the Bank (as amended from time to

time)

“Associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“Bank” or “Company” China CITIC Bank Corporation Limited (中信銀行股份有限公司),

a joint stock limited company incorporated in the PRC and the H

Shares and A Shares of which are listed on the Hong Kong Stock

Exchange (stock code: 00998) and the Shanghai Stock Exchange

(stock code: 601998), respectively

“BBVA” Banco Bilbao Vizcaya Argentaria, S.A., a company incorporated in

the Kingdom of Spain

“Board” or “Board of Directors” the board of Directors of the Bank

“Board of Supervisors” the board of Supervisors of the Bank

“CBI” CITIC Bank (International) Limited

“CBRC” China Banking Regulatory Commission

“CITIC Bank and CITIC The CITIC Bank/CITIC Group Asset Transfer Framework

Group Asset Transfer Agreement entered into by the Bank and CITIC Group on 27

Framework Agreement” March 2014

“CITIC Bank and CITIC Group The CITIC Bank/CITIC Group Wealth Management and Investment

Wealth Management and Investment Service Framework Agreement entered into by the Bank and

Service Framework Agreement” CITIC Group on 27 March 2014

“CITIC CP” CITIC CP Asset Management Company (中信信誠資產管理有限公司)

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DEFINITIONS

“CITIC Funds” CITIC Fund Management Co., Ltd (中信基金管理有限責任公司)

“CITIC Group” CITIC Group Corporation (中國中信集團有限公司), formerly known as CITIC Group (中國中信集團公司)

“CITIC Guoan” CITIC Guoan Group Corporation (中信國安有限責任公司), formally known as CITIC Guoan Group (中信國安集團公司)

“CITIC Heye” CITIC Heye Investment Co., Ltd (中信和業投資有限責任公司), a wholly-owned subsidiary of CITIC Group

“CITIC Holdings” CITIC Holdings, Co., Ltd.(中信控股有限責任公司)

“CITIC Logistics” CITIC International Logistics Co., Ltd. (中信信通國際物流有限公司)

“CITIC Networks” CITIC Networks Co., Ltd (中信網絡有限責任公司)

“CITIC Prudential Fund” CITIC Prudential Life Insurance Co., Ltd. (信誠基金管理有限責任公司)

“CITIC Prudential Life” CITIC Prudential Life Insurance Co., Ltd. (信誠人壽保險有限責任公司)

“CITIC Securities” CITIC Securities Company Limited (中信證券股份有限責任公司)

“CITIC Trust” CITIC Trust & Investment Co., Ltd (中信信托投資有限責任公司)

“connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“CSRC” China Securities Regulatory Commission

“Director(s)” director(s) of the Bank

“H Share(s)” ordinary share(s) of the Bank, with a normal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Independent Shareholder(s)” Shareholders of the Bank excluding CITIC Group and its associates

- 3 -

DEFINITIONS

“Latest Practicable Date” Wednesday, 16 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Loan Asset Transfer The CITIC Bank/CITIC Group Loan Asset Transfer Framework Framework Agreement” Agreement entered into by the Bank and CITIC Group on 11

August 2010 and effective from 1 January 2011

“PBOC” People’s Bank of China, the central bank of PRC

“PRC” or “China” the People’s Republic of China, excluding, for the purpose of this circular, the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan

“Property” the subject assets under the Agreement of Intent, part of the 108-storey office building (upon completion of the construction) with a gross floor area of approximately 437,000 m2 in core Beijing central business district (CBD), third east ring in Chaoyang District, Beijing, the property is of estimated gross floor area of approximately 165,200 m2, an aboveground development with an estimated gross floor area of approximately 142,900 m2 and an underground development with an estimated gross floor area of approximately 22,300 m2

“RMB” Renminbi, the lawful currency of the PRC

“Rules of Procedure of the the Rules of Procedure of the Board of Directors of the Bank (as Board of Directors” amended from time to time)

“Rules of Procedure of the the Rules of Procedure of the Board of Directors of the Bank (as Board of Supervisors” amended from time to time)

“Rules of Procedure of the the Rules of Procedure of the Shareholders’ General Meeting of Shareholders’ General Meeting” the Bank (as amended from time to time)

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

“Shanghai Listing Rules” the Listing Rules of Shanghai Stock Exchange

“Shanghai Stock Exchange” Shanghai Stock Exchange

“Shares” the ordinary share(s) of RMB1.00 each in the share capital of the Bank

“Shareholder(s)” the holders of the Bank’s Share(s)

“Supervisor(s)” Supervisor(s) of the Bank

- 4 -

LETTER FROM THE BOARD



(Stock Code: 998)

Executive Directors:Dr. Zhu Xiaohuang (President)Mr. Sun Deshun (Vice President)

Non-executive Directors:Mr. Chang Zhenming (Chairman)Dr. Chen Xiaoxian (First Vice-Chairman)Mr. Dou JianzhongMs. Li QingpingMr. Guo KetongMr. Zhang XiaoweiMr. Gonzalo José Toraño Vallina

Independent non-executive Directors:Mr. Li ZhepingDr. Xing TiancaiMs. Liu ShulanMs. Wu XiaoqingMr. Wong Luen Cheung Andrew

Registered Office:Block C, Fuhua Mansion,No. 8 Chaoyangmen Beidajie,Dongcheng District,Beijing 100027, the PRC

Principal Place of Business in Hong Kong:Level 54, Hopewell Centre,183 Queen’s Road East, Hong Kong

25 April 2014

To the Shareholders

Dear Sir or Madam,

REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2013REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2013

ANNUAL REPORT FOR THE YEAR 2013FINANCIAL REPORT FOR THE YEAR 2013

FINANCIAL BUDGET PLAN FOR THE YEAR 2014PROFIT DISTRIBUTION PLAN FOR THE YEAR 2013

RESOLUTION ON ENGAGEMENT OF ACCOUNTING FIRMS ANDTHEIR SERVICE FEES FOR THE YEAR 2014



SPECIAL REPORT ON RELATED PARTY TRANSACTIONSFOR THE YEAR 2013

RESOLUTION ON PURCHASE OF PART OF THE PROPERTIES OF PROJECT CBD-Z15RESOLUTION ON ELECTION OF MR. YUAN MING AS INDEPENDENT NON-EXECUTIVE DIRECTOR

RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATIONRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES

OF THE SHAREHOLDERS’ GENERAL MEETINGRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORSRESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF SUPERVISORS

ANDNOTICE OF THE 2013 ANNUAL GENERAL MEETING

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INTRODUCTION

The purpose of this circular is to give you notice of the 2013 Annual General Meeting and to

provide you with information reasonably necessary to enable you to make an informed decision on whether

to vote for or against certain of the resolutions to be proposed at the 2013 Annual General Meeting as

described below.

At the 2013 Annual General Meeting, ordinary resolutions will be proposed to (inter alia) (i)

consider and approve the report of the Board of Directors for the year 2013; (ii) consider and approve

the report of the Board of Supervisors for the year 2013; (iii) consider and approve the annual report for

the year 2013; (iv) consider and approve the financial report for the year 2013; (v) consider and approve

the financial budget plan for the year 2014; (vi) consider and approve the profit distribution plan for the

year 2013; (vii) consider and approve the resolution on engagement of accounting firms and their service

fees for the year 2014; (viii) consider and approve the resolution on application for the caps of credit

extension related party transactions with related parties for the year 2014; and (ix) consider and approve

the resolution on application for the caps of non-credit-extension connected transactions with connected

persons for the year 2014; (x) consider and approve the special report on related party transactions for

the year 2013; (xi) consider and approve the resolution on purchase of part of the properties of project

CBD-Z15; (xii) Consider and approve the resolution on election of Mr. Yuan Ming as an independent

director and special resolutions will be proposed to (inter alia) (xiii) consider and approve the resolution

on amendments to the Articles of Association; (xiv) consider and approve the resolution on amendments

to the rules of procedures of the Shareholders’ general meeting; (xv) consider and approve the resolution

on amendments to the rules of procedures of the Board of Directors; and (xvi) consider and approve

the resolution on amendments to the rules of procedures of the Board of Supervisors. In addition, the

Shareholders will listen to the Report of the Board of Supervisors on the Directors’ Annual Performance

Assessment for the Year 2013, Report of the Board of Supervisors on the Annual Performance Assessment

of Senior Management for the Year 2013 and Report of the Board of Supervisors on the Supervisors’

Annual Performance Assessment for the Year 2013 at the 2013 Annual General Meeting.

REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the report

of the Board of Directors for the year 2013. The full text of the report of the Board of Directors for the

year 2013 is set out in Appendix I of this circular.

REPORT OF THE BOARD OF SUPERVISORS FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the report

of the Board of Supervisors for the year 2013. The full text of the report of the Board of Supervisors for

the year 2013 is set out in Appendix II of this circular.

ANNUAL REPORT FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the annual

report of the Bank for the year 2013. Please refer to the Bank’s annual report for the year 2013.

- 6 -


FINANCIAL REPORT FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the

financial report of the Bank for the year 2013. Please refer to the Bank’s annual report for the year 2013.

FINANCIAL BUDGET PLAN FOR THE YEAR 2014


financial budget plan for the year 2014. The content of the resolution is as follows:

The Bank’s capital expenditure budget for the year 2014 is RMB15.792 billion, up RMB852 million

compared with the previous year, due to increasing investment in purchasing outlet’s business premises

according to the new development strategy to raise ownership rate of business premises. Therefore, the

budget for purchasing business premises increases over the last year.

Unit: RMB100 million

Items2013 budget 2014 budget

appliedApproved Actual

i. General fixed assets 4.8 3.85 5.4

ii. Special fixed assets

Incl: 1. Business premises 124 21.17 138.37

2. IT 20 11.31 13.7

3. Official business vehicles 0.6 0.46 0.45

Total 149.40 36.79 157.92

The capital expenditure budget for the year 2014 can be adjusted among different items after being

approved.

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the profit

distribution plan for the year 2013.

According to the Articles of Association of the Bank, the basis for after-tax profit distribution

of relevant financial year shall be the after-tax profit of the parent company as shown on the financial

statements prepared in accordance with PRC GAAP. In 2013, the distributable net profit of the Bank was

RMB37,863 million.

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The content of the profit distribution plan for the year 2013 is as follows:

1) 10% of after-tax profit as shown in the financial statements prepared in accordance with

PRC GAAP will be allocated as statutory surplus reserve, the amount of which is RMB3,786

million as at the end of the year 2013;

2) General reserve with an amount of RMB9.0 billion will be allocated;

3) No discretionary reserve will be allocated; and

4) A total amount of RMB11,790 million will be distributed as final dividend for the year of

2013. Based on the total number of A Shares and H Shares of the Bank, a cash dividend of

RMB2.52 (pre-tax and denominated in RMB) will be declared for every 10 Shares, payable

in RMB to A Share holders and in HK$ to H Share holders. The actual profit distribution

amount in HK$ will be calculated based on the average benchmark rate for RMB to HK$

announced by PBOC one week before the date of the 2013 Annual General Meeting (the date

of the 2013 Annual General Meeting inclusive). The Bank will not implement any plan for

increasing its share capital with the capital reserve this year. After the profit distribution, any

remaining distributable profits will be carried forward to the following year.

The cash dividend to be distributed for the year 2013 accounts for 31.14% of the net profit of the

year and 30.10% of the consolidated net profit attributable to Shareholders of the Bank.

The independent non-executive Directors of the Bank, including Mr. Li Zheping, Dr. Xing Tiancai,

Ms. Liu Shulan, Ms. Wu Xiaoqing and Mr. Wong Luen Cheung Andrew, expressed their opinion on the

profit distribution plan and they are of the view that “Resolution reviewed and approved. The Bank’s profit

distribution plan for the year 2013 is in the interest of the Shareholders as a whole. We agree to the profit

distribution plan and agree to its submission to the 2013 Annual General Meeting for consideration.”

RESOLUTION ON ENGAGEMENT OF ACCOUNTING FIRMS AND THEIR SERVICE FEES FOR THE YEAR 2014


engagement of accounting firms and their service fees for the year 2014. Details of the resolution are as

follows:

It is proposed by the Board that the Bank continues to engage KPMG Huazhen Certified Public

Accountants (Special General Partnership) as its domestic accounting firm in 2014 and KPMG as its

international accounting firm in 2014. The total fees to be charged for auditing of the 2014 annual

accounts, review of 2014 interim report, and other services as specified in the contracts (including but

not limited to travel expense, accommodation, communications and other miscellaneous expenses) are

RMB10.8 million.

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Resolution on Application for the Cap of Credit Extension Related Party Transactions with Related Parties for the Year 2014 will be submitted to the 2013 Annual General Meeting for approval by way of ordinary resolution. Details of such resolution have been included in this circular.

Information on related parties

According to the relevant rules of the CBRC, CSRC and the Shanghai Stock Exchange, the Bank plans to make reasonable estimate on the amount of recurring credit extension for related party transactions with the related parties under CITIC Group for the year 2014. The related parties refer to the legal person related parties who are determined by the Audit and Related Party Transactions Control Committee under the Board of Directors as the Bank’s related parties under CITIC Group in accordance with the relevant laws and regulations.

Transaction Types

The recurring related party transactions whose amount will be estimated refer to the credit extension businesses between the Bank and the related parties under CITIC Group, which include the funding directly provided by the Bank to the customers or the guarantee provided by the Bank in relation to the customers’ compensation and payment liabilities that may arise in the relevant economic activities. Actual transactions will include loans, loan commitment, bill acceptance and discount, securities repurchase (including debt securities investment), trade financing, factoring, letter of credit, letter of guarantee, overdraft, lending, guarantee and other on-balance sheet and off balance-sheet businesses.

Estimate amount

(1) Estimate amount and actual usage of related party credit extension in 2013

As approved by the Board of Directors and the Shareholders’ General Meeting in 2013, the total estimate amount of credit line extended by the Bank to the related parties under CITIC Group in 2013 was RMB28.902 billion (excluding lowest risk credit lines as prescribed by the CBRC).

As at the end of 2013, the credit lines extended by the Bank to the related parties under CITIC Group amounted to RMB22.071 billion (excluding lowest risk credit lines as prescribed by the CBRC) in total, and the balance of actual transactions was RMB8.725 billion.

- 9 -


(2) Estimate amount of credit extension to related parties in 2014

As at the end of 2013, the credit lines extended by the Bank to related parties was RMB22.071

billion. Considering that some of the credit lines extended will expire in 2014 and, meanwhile, the Bank

will enhance its clearing-up on unused credit lines extended to related parties, the Bank prudently estimated

the amount of credit extension to related parties in 2014.

The estimate total amount of credit lines extended to the related parties under CITIC Group

proposed by the Board of Directors in 2014 (excluding low risk credit lines as prescribed by the CBRC)

shall not exceed the equivalent of RMB19.8 billion (including the credit lines which has been approved).

The details of the estimate amount are as follows:

Unit: RMB100 million

Related Party

Estimate amount of credit lines

extended in year 2014

(including the approved

credit lines)

Estimate amount of credit lines

extended in year 2013

(including the approved

credit lines)

Credit lines as at

the end of 2013

Balance of actual transactions

as at the end of 2013

CITIC Group and its subsidiaries 198 289.02 220.71 87.25

Notes:

1. In accordance with the regulatory requirements of the CBRC, the above related party credit lines do not

include the deductible marginal deposit, amount of pledge by certificate of deposit, and treasury bonds.

2. The amount of the above credit line is on an aggregate basis, including the credit lines granted by the Bank’s

subsidiaries, such as CIFH, CBI, CIFL and Zhejiang Lin’an CITIC Rural Bank, to the related parties under

CITIC Group, as well as the debt securities issued by the Related Party Entities under CITIC Group that are

held by the Bank’s subsidiaries.

Implementation

If the resolution is approved by the Shareholders’ general meeting, each and every related party

credit extension transaction shall be reported to the Head Office for review and examination. Those in

compliance with the requirements stipulated by the CBRC, the CSRC and the Shanghai Stock Exchange

shall be submitted to the Audit and Related Party Transactions Control Committee under the Board of

Directors and the Board of Directors for consideration and approval on a case-by-case basis. The Bank

shall strengthen its tracking and management of related party transactions concluded during the year,

monitor and control the related risks, and make relevant disclosure in the interim report and annual report

in accordance with regulatory requirements.

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Principle for Conducting Transactions

The Bank enters into related party transactions in strict compliance with the regulatory requirements

and under the principles of controllable risks, fairness and in line with the interests of the Shareholders as

a whole. Detailed principles include the related party credit extension transactions shall be of good quality,

operations of the relevant parties shall be normal, and the overall credit risk shall be controllable; securities

shall be provided for related party credit extension transactions and in compliance with regulatory

requirements; and the pricing of related party credit extension shall be determined on arm-length basis,

and the terms for related party credit extension shall not be more preferential than those for other credit-

extension businesses of the Bank.

The Resolution on Application for the Cap of Credit Extension Connection Transactions with

Related Parties for the Year 2014 has been approved by the Audit and Related Party Transactions Control

Committee under the Board of Directors and the Board of Directors. All independent non-executive

Directors have expressed their opinion in the form of written opinion letter.

Requirements of the Hong Kong Listing Rules

According to Rule 14A.10(4) of the Hong Kong Listing Rules, the recurring credit extension for

related party transactions between the Bank and CITIC Group and its subsidiaries constitute financial

assistance provided by the Bank to CITIC Group and its subsidiaries. Since such connected transaction

is entered into by the Bank in its ordinary and usual course of business on normal commercial terms,

according to Rule 14A.10(8), Rule 14A.10(9) and Rule 14A.65(1), the connected transaction will be

exempt from reporting, announcement and Independent Shareholders’ approval requirements under Chapter

14A of the Hong Kong Listing Rules.

Requirements of the Shanghai Listing Rules

As the estimate amount of the recurring credit extension for related party transactions between the

Bank and CITIC Group and its subsidiaries exceeds 5% of the net assets of the Bank as shown in the latest

audited financial statements, according to applicable rules of the Shanghai Listing Rules, the connected

transaction regarding the estimate amount of the recurring credit extension for related party transactions

between the Bank and CITIC Group and its subsidiaries shall be subject to the approval by Independent

Shareholders of the Bank at the shareholders’ general meeting.


Resolution on Application for the Caps of Non-Credit Extension Connected Transactions with

Connected Person, which includes the review of the CITIC Bank and CITIC Group Asset Transfer

Framework Agreement and the CITIC Bank and CITIC Group Wealth Management and Investment Service

Framework Agreement will be submitted to the 2013 Annual General Meeting for approval by way of

ordinary resolution. Details of such resolution have been included in this circular.

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Background and General Information on The Bank and CITIC Group and its Associate

We are a competitive and fast growing national commercial bank in China with a strong and

established branch network and market position. With our market leading capabilities, we provide a full

range of financial products and services to our customers nationwide, with corporate banking, personal

banking and financial market operations being our principal business activities.

We conduct transactions with our connected persons, including CITIC Group and its associates,

in the ordinary and usual course of our business and on normal commercial terms. The main connected

persons from CITIC Group with whom we conduct our businesses include but not limited to:

CITIC Group is a state-owned transnational holding conglomerate established in the PRC pursuant

to the approval of the State Council of the PRC. Members of CITIC Group conduct businesses in banking,

securities, trust, insurance, fund management and other financial service industries as well as information

technology, energy, manufacturing and other industries. CITIC Group is our substantial Shareholder and

therefore, is our connected person pursuant to Rule14A.11(1) of the Hong Kong Listing Rules.

CITIC Limited was incorporated in December 2011, jointly established by CITIC Group, with most

of its operational net assets as its contribution, and its wholly-owned subsidiary Beijing CITIC Enterprise

Management Corporation. CITIC Limited is an associate of CITIC Group, and therefore is our connected

person pursuant to 14A.11(4) of the Hong Kong Listing Rules.

CITIC Holdings is a holding company established by CITIC Group with the approval of the

State Council of the PRC and the authorization of People’s Bank of China to supervise, and invest in,

domestic and overseas financial enterprises. As entrusted by CITIC Group, CITIC Holdings is fully in

charge of the overall management of the financial enterprises or institutions in which CITIC Group have

invested, including banks, securities companies, insurance companies, trust companies, asset management

companies, futures trading companies, funds and credit card companies. CITIC Holdings enhances business

cooperation, information communication, resource sharing and risk management among CITIC Group’s

financial subsidiaries through playing its roles in organization, coordination, services, conciliation and

supervision. In this way, it ensures the promotion of the integrated CITIC Group financial service brand

and enhances the overall advantages of all the subsidiaries under CITIC Group, and provides a full range

of services to both domestic and overseas customers. CITIC Holdings is an associate of CITIC Group, and

therefore is our connected person pursuant to Rule14A.11 (4) of the Hong Kong Listing Rules.

CITIC Securities is one of the first group of securities companies in the PRC that was approved by

China Securities Regulatory Commission to conduct securities business. Its principal businesses include

securities brokerage, securities trading, securities underwriting, proprietary trading, asset management and

investment advisory services. The ordinary shares of CITIC Securities are listed and traded on the Shanghai

Stock Exchange and the Hong Kong Stock Exchange.

CITIC Trust is a limited liability company established in the PRC. Its principal businesses include

trust asset management, financial advisory and private equity investment fund management. CITIC Trust

is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11(4) of the

Hong Kong Listing Rules.

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CITIC Prudential Life is a joint venture life insurance company established by CITIC Group and Prudential plc in the PRC. CITIC Prudential Life is the first Chinese-British joint venture life insurance company in China. Its principal businesses include the promotion and sales of various insurance products covering protection, savings, investment, pension and medical care and the provision of wealth management services. CITIC Prudential Life is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11(4) of the Hong Kong Listing Rules.

CITIC Funds is a limited liability company established in the PRC. Its principal businesses include asset management service, investment advisory and financial management service. CITIC Funds is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11(4) of the Hong Kong Listing Rules.

CITIC CP is a joint venture asset management company established by CITIC Trust and CITIC Prudential Fund in the PRC. Its principal businesses include asset management for special clients and other services that are permitted by the Securities & Futures Commission. CITIC Asset Management is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11 (4) of the Hong Kong Listing Rules.

CITIC Prudential Fund is joint venture fund management company established by CITIC Trust, Prudential Plc and Suzhou Industrial Park development Group. CITIC Prudential Fund is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11 (4) of the Hong Kong Listing Rules.

CITIC Asset Management is a limited liability company established in the PRC. Its principal businesses include asset management, short-term pawning, financial leasing, commercial factoring and private equity investment. CITIC Prudential Fund is an associate of CITIC Group, and therefore is our connected person pursuant to Rule14A.11(4) of the Hong Kong Listing Rules.

1) CITIC Bank and CITIC Group Asset Transfer Transaction

Description of the transaction

In order to satisfy business development needs, we entered into the Loan Asset Transfer Framework Agreement with CITIC Group on 11 August 2010.

In light of the expiry of the existing Loan Asset Transfer Framework Agreement on 31 December 2014, we entered into a new CITIC Bank and CITIC Group Asset Transfer Framework Agreement with CITIC Group on 27 March 2014, which governs the terms and conditions of any transactions in respect of the loan and other related asset transfer between the Bank and CITIC Group and its associates. The CITIC Bank and CITIC Group Loan Asset Transfer Framework Agreement will expire on 31 December 2014, and is renewable subject to the agreement of the parties and the compliance with the Hong Kong Listing Rules.

The Bank sells loans and other related assets to CITIC Group and/or its associates in order to optimize credit structure. On the other hand, the Bank can purchase the same type of assets from CITIC Group and/or its associates to adjust its credit structure and to achieve optimal assets allocation. In addition, the purchase of loans and other related assets can increase interest income of the Bank which improves the profitability of the Bank. Although the CITIC Bank and CITIC Group Asset Transfer Framework Agreement includes both the sale and the purchase of loans and other related assets to/from CITIC Group and/or its associates, the Bank currently only sells loans and other related assets to CITIC Group and/or its associates but does not engage in any purchase of loan assets. Along with our business development, we anticipate to purchase loan and other related asset from CITIC Group and/or its associates. The annual cap will be calculated based on the gross amount for sale and purchase of loan and other related asset.

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The principal terms of the CITIC Bank and CITIC Group Asset Transfer Framework Agreement are set out as follows:

• The Bank in the course of business buy from or sell to CITIC Group and itsassociates the interest in loan and other related assets (including but not limited to directly or through assets management plan, assets securitization or through factoring or other forms to transfer company and retail loan assets, and inter-bank loan receivables).

• The transactions to be conducted by theBank pursuant to theCITICBank andCITIC Group Asset Transfer Framework Agreement shall be made on normal commercial terms, which are no less favourable to the Bank than terms available to or from independent third parties.

• Theagreementshallspecifythemanagementrightsoftheloanandotherrelatedassets.

• TheBankandCITICGroupand itsassociatesshallundertakeconfidentiality inrespect of loan asset transfer transactions.

Pricing

The price payable by the transferee to the transferor shall be determined on the basis of the following principles:

• Normal asset transfer: in accordance with the regulatory requirements, the transfer of credit assets to connected person shall comply with the principle of integrity. In the transfer of credit assets by the transferor to the transferee, the principals under the loan are taken as the consideration, in addition to the market supply, the obligations of the Bank to be assumed by the Bank after the transfer will be taken into account, which mainly refer to the subsequent loan management services provided by the Bank with respect to the transferred assets and the service fee rate generally ranges between 0~2% of the principals of the loan;

• Securitization asset transfer: connected parties do not transfer asset to us by way of securitization asset transfer. In setting the interest rate for the loan asset securitization products transferred by the Bank to connected parties, the Bank adopts the loan principle as the consideration of the transaction, while referencing the bond return rate of similar products in the PRC inter-bank market disclosed on the websites of China Bond and Chinamoney, as well as through price enquiry process with investors. Specific terms (e.g., price, amount, total price and payment of purchase price) will be determined at the time of the execution of the agreement under the particular transaction;

• No government-prescribed price is currently available for the asset transferprice. Where there is government-prescribed price in the future, such price shall prevail.

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The Bank undertakes the following internal procedures to ensure the terms of the

CITIC Bank and CITIC Group Asset Transfer Framework Agreement obtained by the Bank

from CITIC Group will be no less favorable than those available from/offered to independent

third parties. The Bank will compare the market prevailing prices for various financial

products with comparable duration, interest rates, securities, while referencing the bond return

rate of similar products in the PRC inter-bank market disclosed on the websites of China

Bond and Chinamoney, as well as through price enquiry process (with at least three investors)

to set fair and reasonable market price.

Historical amounts and proposed annual cap

Actual Historical Amount for theYear ended 31 December (RMB in millions)

Proposed Annual Cap for the Year

ending 31 December

(RMB in millions)

2011 2012 2013 2014

Amount of Transaction 0 72.4 18,457 47,100

Basis for the proposed cap

In arriving at the above caps, the Directors have considered the historical figures for

similar transactions and have taken into account the following factors: (1) the business scale

for the previous year, the expectation for the market financing demand, and the annual work

plan of the Bank; (2) as influenced by the “consistent implementation of stable currency

policy”, which was commenced in 2013 by the People’s Bank of China, the growth of credit

supply decreases gradually in domestic market, while the market demand for financing

remains high, and the loan interest rate keeps increasing. The securitization of credit assets

business will become a key solution for the current limited liquidity and credit supply; (3)

CITIC Group and its associates have a strong capacity to absorb the loan assets transferred by

the Bank. Based on this, the Bank expects the volume of the loan asset transfer transactions

between the Bank and CITIC Group and its associates to increase steadily in the near future; (4)

In line with the innovative development of the inter-bank products on the market, the Bank

anticipates that the interbank asset transfer business of the Bank will have a breakthrough in

the several years ahead. Under this presumption, assets transfer business of the Bank will be

conducted in the Bank’s ordinary and usual course of business, based on which, the Bank will

actively research other business model, including asset securitization, in order to ensure the

asset scale of the Bank will have a rapid growth.

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As the highest annual cap for the asset transfer transactions under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement exceeds 5% of the applicable percentage ratio as set forth in the Hong Kong Listing Rules on an annual basis, such transactions constitute the connected transactions under Rule 14A.16(5) of the Hong Kong Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under the Hong Kong Listing Rules.

The Bank confirms that for the period from 1 January 2014 to 27 March 2014 when the Bank published an announcement on the Hong Kong Stock Exchange regarding the continuing connected transactions, each of the applicable percentage ratios calculated for the purpose of Chapter 14A of the Hong Kong Listing Rules in respect of the transactions contemplated under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement does not exceeded 0.1% on an annual basis and therefore under Rule 14A.33 of the Hong Kong Listing Rules, the Bank has fully complied with Chapter 14A of the Hong Kong Listing Rules. The Bank further confirms that before obtaining Independent Shareholders’ approvals, the Bank will ensure that each of the applicable percentage ratio in respect of such transactions will not exceed 5% on an annual basis and the Bank will fully comply with the requirements under Rule 14A.34 and 14A.35 and Chapter 14A of the Hong Kong Listing Rules.

2) CITIC Bank and CITIC Group Wealth Management and Investment Service

Description of the transaction

In order to satisfy the investment need, we entered into a CITIC Bank and CITIC Group Wealth Management Framework Agreement with CITIC Group on 27 December 2012.

In light of the expiry of the Wealth Management Service Framework Agreement with CITIC Group on 31 December 2013, we entered into the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement with CITIC Group on 27 March 2014, which involves (1) non principal-guaranteed wealth management & agent service, (2) principal-guaranteed wealth management, and (3) investment with the Bank’s own fund. The CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement will expire on 31 December 2014, and is renewable subject to the agreement of the parties and the compliance with the Hong Kong Listing Rules.

The principal terms of the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement are set out as follows:

• The Bank agrees to provide wealth management and investment servicesto CITIC Group and its associates, including non principal-guaranteed wealth management services and agent services, principal-guaranteed wealth management, and investment with the Bank’s own fund; and associates of CITIC Group will provide the Bank with financial intermediary services, including trust services and management services.

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• CITIC Group shall, and shall procure its associates to, pay service fees to theBank with respect to the wealth management and investment services that the Bank provides. The Bank shall also pay service fees to associates of CITIC Group with respect to the financial intermediary services they provide.

• The wealth management and investment services to be provided by the Bankto CITIC Group and its associates and the wealth management intermediary services to be provided by associates of CITIC Group to us were on arm’s length basis, and on terms no less favourable to the Bank than terms available to or from independent third parties.

For non principal-guaranteed wealth management & agency service, the Bank receives service fees which comprise of sales commission for non principal-guaranteed wealth management service, and commission for agency sales of investment product from CITIC Group and/or its associates.

For principal-guaranteed wealth management and investment service, the Bank will receive proceeds and pay costs during the Bank’s wealth management and investment business, as well as the investment in CITIC Group and/or its associates, or on financial products issued by CITIC Group and/or its associates, including: (1) Institutions including trust companies and securities companies will provide us services in relation to structure design, consulting and daily management service of the wealth management products. In return, we will pay trustee fee, management fee and consulting fees matching their service and management responsibilities; and (2) in terms of the Bank’s investment with its own fund on financial products issued by CITIC Group and/or its associates, the Bank purchases financial products issued by connected asset management institutions, including trust plan, trust beneficiary right, asset management plan of securities dealers and special plan of funds to gain investment income out of it.

For principal-guaranteed wealth management and investment service, the investment capital refers to: (1) the wealth management assets proceeds invested in CITIC Group and its associates (as financier); and (2) the Bank’s own fund invested in financial products issued by CITIC Group and its associates.

Pricing

• Nonprincipal-guaranteedwealthmanagement&agencyservice–servicefees

The Bank obtains the then prevailing market prices of wealth management products through channels including financial advisor terminal (such as Wind Information) and China Banking Wealth Management Information website of China Banking Association on a periodic basis, and calculates a competitive prices taking into consideration the demand for financial service provided by financial products together with the cost. The final price will be determined by the pricing team of the Bank. When entering into the specific service agreement, the parties will determine the prices of the financial products on normal commercial terms, which are no less favourable to the Bank than terms available to or from independent third parties according to the type and scope of service of the financial products through arm’s length negotiation between the parties, and also make real-time adjustment according to the changes of market price.

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• Principal-guaranteedwealthmanagementandinvestmentservice–proceeds&cost

For trustee fee, management fee and consulting fees payable by the Bank, the Bank will conclude the price through market price enquiry, while taking into consideration the service level of counter party, including its operation effectiveness, the level of detail of their report, control in operation, after-sales service and due diligence under the agreement. By conducting the market price enquiry, the Bank will seek for price quotations from at least two service providers and will compare such price quotations and set fair and reasonable price;

For investment return of the Bank, the Bank obtain the then prevailing market prices of similar wealth management products through such channels as financial advisor terminal and China Banking Wealth Management Information website of China Banking Association, and choose investment products with reference to the terms of products, previous management performance and the credibility of the counter party.

When entering into the specific service agreement, the parties will determine the prices of the financial products on normal commercial terms, which are no less favourable to the Bank than terms available to or from independent third parties according to the type and scope of service of the financial products through arm’s length negotiation between the parties, and also make real-time adjustment according to the changes of market price.

• Principal-guaranteed wealth management and investment service – daily maximum

balance of investment

The pricing basis is not applicable to daily maximum balance of investment.

The Bank also undertakes the following internal procedures to ensure the terms of the

CITIC Group Wealth Management and Investment Service Framework Agreement obtained

by the Bank from CITIC Group will be no less favorable than those available from/offered

to independent third parties. The Bank will conduct pricing enquiry process by which the

Bank will seek quotations from at least two service providers and then select the favourable

price and terms, or reference several other contemporaneous transactions with unrelated

third parties for products in similar quantities to determine if the price and terms offered by

a connected person are fair and reasonable and comparable to those offered by independent

third parties.

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Historical amounts and proposed annual cap


Proposed Annual Cap for the

Year ending 31 December (RMB

in millions)2011 2012 2013 2014

Non-principal-guaranteed wealth management services & agent services

Service Fees 114.29 70.28 96.49 3,600

Principal-guaranteed wealth management and investment services

Proceeds & cost (Bank Investment) 3 0.65 0.30 6,300

Balance of Investment 0 0 0 80,000

Basis of the proposed caps

In arriving at the above annual caps, the Directors have considered the historical figures for similar transactions and have taken into account the following factors:

Non principal-guaranteed wealth management & agency service

(1) along with the deep reforming of the PRC investment and financing system, the direct financing market develops prosperously, and the awareness of risk and the tolerance against risks in the securities market, financial business market, and life insurance market has been constantly improved. Wealth management business has come to an age of mature development; (2) the products offered or sold by CITIC Group and its associates are well reputed and rank high in the industry. For example, the scale of asset of CITIC Trust is approaching RMB700 billion, which has continuously ranked the first among the whole country. CITIC Securities is a Chief Supervisory Unit in the China Securities Business Association, which has continuously ranked AAA which is the highest ranking among the Chinese securities business. It is believed that our agency sale of the wealth management products of the above mentioned institutions will bring better investment return for our customers; (3) The Bank will enforce its agency sale business, which is expected to grow rapidly. In additional to the wealth management products, the Bank will continue to bring in products from external institutions so our customers could have more choices in selecting wealth management products; (4) the Bank’s original agency sales business has been consolidated into this non principal-guaranteed wealth management & agency service.

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Principal-guaranteed wealth management and investment service

(1) along with the deep reforming of the PRC investment and financing system, the direct financing market develops prosperously, and the awareness of risk and the tolerance against risks in the securities market, financial business market, and life insurance market has been constantly improved. Wealth management business has come to an age of mature development; (2) there are many non-banking financial enterprises inside the CITIC Group, which rank high in their own sectors. These large-scale enterprises act actively in the market, which will deepen the cooperation with non-banking financial enterprises inside the CITIC Group in the coming several years, and will definitely have a significant growth in terms of transaction volume. The scope of financial business will include investments in the financial products issued or formed by such financial institutions as securities companies, funds, insurance companies and trusts (including trust scheme, beneficiary right of trust, assets management scheme of securities companies and the specific scheme of funds); (3) investment in financial products invested or issued by financial institutions, such as securities dealers, funds, insurance, trust and other products (such as trust plan, trust beneficiary right, asset management plan of securities dealers and special plan of funds) by using the Bank’s own capital is rapidly developing, whilst the maturity term of which is relatively short; the Bank anticipates a rapid expansion of such transaction going forward and therefore a higher cap is proposed; (4) in the past years, the Bank developed relatively slowly in the field of proprietary capital investment financial product business and had a small base. Considering from the aspects of reasonable arrangement of capital, diversified investment of capital, safety of investment as well as increase of capital income, the Bank will enlarge the scale of this business in the coming several years. (5) the capital demands of CITIC Group and its associates are expected to keep growing steadily and the potential of cooperation with the Bank to meet such demands by issuing relevant wealth management products is expect to be huge; (6) the Bank has a sufficient knowledge of and confidence for the quality of the assets of related parties, and will try to have more of the existing proprietary capital invested the wealth management products issued by institutions of good quality.

Taking into consideration the factors mentioned above, the Bank used the daily maximum balance of the investment products held by the Bank, rather than the annual aggregated transaction amount of the investment products as the basis for the annual cap. The reasons and basis for such approach are:

1) Given that when the price is fair and refunding may increase efficiency of the Bank’s funds before the maturity date of such investment products, the Bank may transfer the financial investment products purchased from its connected persons to third parties before the maturity date and use the returned principal and returns to purchase new financial investment products. On such rolling basis, the actual risk exposed to the Bank for this investment business is the maximum balance of principal instead of the annual aggregate amount, which cannot reflect the actual position and risk exposure of such transaction borne by the Bank as a result. Therefore our Directors are of the view that the daily maximum balance of the principal of the Investment Products held by the Bank, rather than the annual aggregated transaction amount should be deemed as the basis for the annual cap. In addition, taking the daily maximum balance as the basis of connected transaction is in line with the accounting treatment approach.

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2) It is difficult to estimate the aggregate amount of the financial investment

products purchased and sold because the transfer of the investment products is

dependent on the conditions of the capital market which is beyond the control

of the Bank. Any change in demand for the financial products in the capital

market and the quick change in the market conditions, such as the changes in

macroeconomic condition, official interest rate, liquidity of the market, foreign

exchange rate and financial regulatory framework, will necessarily result in

significant increase or decrease of the trading volume of investment products as

well as the market price, duration, terms and conditions thereof.

3) Based on the reasons stated above, it is very likely that the actual amount of

the aggregated transaction amount of the purchase of the investment products

deviates from the annual caps set beforehand. In particular, in the case that the

annual cap is about to be exceeded, the Bank would not be able to purchase

any new investment products for several months if the highest applicable

ratio calculated under Chapter 14A using the annual caps exceeds 5%, as

Shareholders’ general meeting would need to be convened to revise the caps and

the Bank is required under its articles of association to give not less than 45-day

notice to shareholders to convene Shareholders’ general meeting. Such delay or

suspension in business would have a direct adverse impact on the profitability

of the Bank which in turn would be materially detrimental to the interest of the

shareholders of the Bank as a whole.

4) In addition, the independent financial adviser TC Capital Asia Limited is of the

view that as the daily maximum balance more properly reflects the counterparty

risk faced by the Bank, using aggregate amount in calculating annual cap may

be less meaningful or even misleading for Independent Shareholders. The

independent financial adviser TC Capital Asia Limited also noted that daily

maximum balance is commonly used by companies listed on the Stock Exchange

for financial services involving deposits services provided by connected person,

which is similar in nature to purchasing financial investment products from

connected persons.


As the highest applicable percentage ratios calculated in accordance with Chapter 14A

of the Hong Kong Listing Rules in respect of the annual cap concerning daily maximum

balance of investment for principal-guaranteed wealth management and investment services

under the CITIC Bank and CITIC Group Wealth Management and Investment Service

Framework Agreement exceed 5%, the transactions under the principal-guaranteed wealth

management and investment services constitute connected transactions under Rule 14A.16(5)

of the Hong Kong Listing Rules and is subject to reporting, announcement and Independent

Shareholders’ approval requirements.

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Although each of the applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the annual cap under the non-principal-guaranteed wealth management & agency service under the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement does not exceed 5% on an annual basis, the transaction is subject to Independent Shareholders’ approval under the requirements of the Shanghai Stock Exchange.

The Bank confirms that for the period from 1 January 2014 to 27 March 2014 when the Bank published an announcement on the Hong Kong Stock Exchange regarding the continuing connected transactions, each of the applicable percentage ratios calculated for the purpose of Chapter 14A of the Hong Kong Listing Rules in respect of the transactions contemplated under the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement does not exceeded 0.1% on an annual basis and therefore the Bank has fully complied with the requirements under Chapter 14A of the Hong Kong Listing Rules. The Bank further confirms that before obtaining Independent Shareholders’ approvals, the Bank will ensure that each of the applicable percentage ratio in respect of the transactions will not exceed 5% on an annual basis and the Bank will fully comply with the requirements under Rule 14A.34 and 14A.35 and Chapter 14A of the Hong Kong Listing Rules.

Requirements of the Shanghai Listing Rules

According to the requirements of the Shanghai Listing Rules, the Bank shall set annual caps for daily maximum balance of principals and proceeds generated from principal guaranteed wealth management services provided by the Bank to CITIC Group and its associates under the CITIC Bank and CITIC Group Wealth Management Service and Investment Framework Agreement, and seek approval from Independent Shareholders. With respect to the Hong Kong Listing Rules, the purchase of wealth management products from principal-guaranteed wealth management service is a connected transaction exempted from the requirements of reporting, announcement and Independent Shareholders’ approval under Rule 14A.65(4) of the Hong Kong Listing Rules, and no percentage ratios are applicable to calculation based on the annual caps of the daily maximum balance of the principals for wealth management and returns from principal-guaranteed wealth management services.


Proposed Annual Cap for the

Year ending 31 December (RMB

in millions)2011 2012 2013 2014

Daily maximum balance of the principals for wealth management 0 0 3,450 26,700

Return of customers 43.75 0 61.52 1,200

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REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS BETWEEN THE BANK AND CITIC GROUP

CITIC Group is an international conglomerate enterprise group, it has different financial

subsidiaries with banking, securities, trust, insurance, fund, asset management and future. The types of

financial department of the group are comprehensive, and the integrated advantage is manifest. One of

the subsidiaries CITIC Trust is a president unit in the China Trust Business Association. As at the date

of October 2013, the scale of CITIC Trust asset is approaching RMB700 billion, which has continuously

ranked the first among the whole country. CITIC Securities is a Chief Supervisory Unit in the China

Securities Business Association, which has continuously ranked AAA which is the highest ranking

among the Chinese securities business. CITIC Group and its associates have built a comprehensive risk

management and internal management procedure, thereby its financial product has high level of security

and has a higher competitiveness among the industry.

The demand by CITIC Group and its associates for financial services, including investment with its

own funds, investment consulting, financing services and wealth management services, is increasing. By

cooperating with CITIC Group and its associates, we are able to effectively raise the integrated return and

reduce a certain extent of the Bank’s operating risk, to fully utilize the cooperative effect of the integrated

financial platform of CITIC Group and generate higher returns for all our Shareholders.

We are confident that the cooperation with CITIC Group and its associates in asset transfer and

wealth management and investment will enable us to adjust our asset liquidity, optimize our capital

structure and to increase our profitability pipeline, which eventually will generate higher value for all our

Shareholders.

The continuing connected transactions and the corresponding annual caps were approved by the

Board on 26 March 2014. As each of Mr. Chang Zhenming (Chairman of the board of directors of CITIC

Limited/Chairman of the board of directors of CITIC Group), Mr. Dou Jianzhong (executive director

and deputy general manager of CITIC Limited/executive director of CITIC Group), Dr. Zhu Xiaohuang

(deputy general manager of CITIC Limited), Ms. Li Qingping (deputy general manager of CITIC Limited),

Mr. Guo Ketong (assistant to general manager of CITIC Limited) and Mr. Sun Deshun (a director of CITIC

Prudential Life), as directors or senior management of CITIC Group and its associates, have material

interests in the continuing connected transactions and all abstained from voting on the Board resolution

dated 26 March 2014 in relation to the continuing connected transaction and the corresponding annual

caps.

SPECIAL REPORT ON RELATED PARTY TRANSACTIONS FOR THE YEAR 2013

An ordinary resolution will be proposed at the 2013 Annual General Meeting to approve the special

report on related party transactions for the year 2013. The full text of the special report on related party

transactions for the year 2013 was published by the Bank on 27 March 2014 on the website of Shanghai

Stock Exchange, Hong Kong Stock Exchange and the Bank.

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RESOLUTION ON PURCHASE OF PART OF THE PROPERTIES OF PROJECT CBD-Z15

Resolution on Purchase of Part of The Properties of Project CBD-Z15 will be submitted to the 2013

Annual General Meeting for approval by way of ordinary resolution. Details of such resolution have been

included in this circular.

1. Introduction

The Board announces that on 27 March 2014, the Bank entered into the Agreement of Intent with

CITIC Heye, pursuant to which CITIC Heye agreed to sell and the Bank agreed to acquire the Property,

for a provisional consideration of RMB10,407.1586 million (equivalent to approximately HK$12,973.2718

million). The Agreement of Intent is legally binding on both parties.

The Independent Board Committee comprising all the independent non-executive Directors of

the Bank has been established to advise the Independent Shareholders on the Acquisition, and has been

appointed as the independent financial adviser to the Independent Board Committee and the Independent

Shareholders on the Acquisition.

2. Agreement Of Intent

Date: 27 March 2014

Parties:

(1) the Bank, as the purchaser

(2) CITIC Heye, as the seller

The Target Property:

Lot Z15 located in the center of the Beijing core CBD. It is situated on Guanghua Road in

Chaoyang district, Beijing and is framed by Jinhe East Road to the east, a planned green belt to the

south, with Jinhe Road to the west and Guanghua Road to the north. Further information of which is

set out in the paragraph headed “Information about the Property” below.

Conditions to Effectiveness of the Agreement of Intent

The Agreement of Intent shall become effective upon the approval of the Board and the

general meeting and the issuance of an effective notice from the Bank to CITIC Heye.

- 24 -


Consideration and Terms of Payment

The provisional gross floor area of the Property is approximately 165,193 m2, which is subject to the final measurement by the independent mapping agency, and the provisional consideration payable by the Bank for acquisition of the Property amounts to RMB10,407.1586 million (equivalent to approximately HK$12,973.2718 million). The Bank has engaged independent property valuers Grant Sherman Appraisal Limited and Beijing Pan-China Assets Appraisal Co. Ltd. Each of Grant Sherman Appraisal Limited and Beijing Pan-China Assets Appraisal Co. Ltd. is a qualified property valuer in terms of Hong Kong Listing Rules and the Listing Rules of Shanghai Stock Exchange, respectively. The total consideration was determined based on the valuation reports (details of which are set out in the paragraph headed “Information about the Property” below) issued respectively by Grant Sherman Appraisal Limited and Beijing Pan-China Assets Appraisal Co. Ltd, independent valuers engaged by the Bank, and on arm’s length negotiation between the Bank and CITIC Heye. The final consideration shall be ultimately determined based on the measurement of gross floor area at the time of delivery. If there is any discrepancy between the final consideration and the provisional consideration in the Agreement of Intent, parties shall make up or refund the difference (as the case may be) according to the unit price as agreed in the Agreement of Intent. The ground floor area of the Property acquired by the Bank will be 142,877 m2, the fixed unit price is RMB70,475.38/m2, and total purchase price will be RMB10,069,310,900. The underground parking spaces will be 16,827 m2, the fixed unit price will be RMB13,591.75/m2, the purchase price will be RMB228,708,400. Other underground sections will be 5,489 m2, the fixed unit price will be RMB19,883.28/m2, and purchase price will be RMB109,139,300. The average fixed unit price payable by the Bank will be RMB63,000/m2 and total purchase price will be RMB10,407,158,600. Payment has to be made according to the payment schedule below:

Estimated Year Payment Time of Payment

PaymentRatio Payment Amount

(in RMB)

2014 The 1st Payment Within 10 working days after the Agreement of Intent is signed and becomes effective

42% RMB4,371,006,600 (equivalent to approximately HK$ 5,448,774,100)

The 2nd Payment Within 10 working days after the Property’s foundation is completed and checked and accepted by the Bank

13% RMB1,352,930,600 (equivalent to approximately HK$1,686,525,300)

2015 The 3rd Payment Within 10 working days after the Underground Structure is completed and checked and accepted by the Bank

6% RMB624,429,500 (equivalent to approximately HK$778,396,300)

The 4th Payment Within 10 working days after the Structural Work (up to 20th floor level) is completed and checked and accepted by the Bank


2016 The 5th Payment Within 10 working days after the Structural Work (up to 50th floor level) is completed and checked and accepted by the Bank

9% RMB936,644,300 (equivalent to approximately HK$1,167,594,500)

- 25 -


Estimated Year Payment Time of Payment

PaymentRatio Payment Amount

(in RMB)

2017 The 6th Payment Within 10 working days after the Structural Work (up to 80th floor level) is completed and checked and accepted by the Bank

9% RMB936,644,300 (equivalent to approximately HK$1,167,594,500)

2018 The 7th Payment Within 10 working days after the Structural work of the Property is completed and checked and accepted by the Bank


The 8th Payment Within 10 working days after the Wall Installation is completed and checked and accepted by the Bank


2019 The 9th Payment Within 10 working days after the Property is completed and checked and accepted by the Bank

3.5% RMB364,250,500 (equivalent to approximately HK$454,064,400)

2021 The 10th Payment Within 10 working days after the property ownership certificate in respect of the Property is issued and checked and accepted by the Bank

1.5% RMB156,107,400 (equivalent to approximately HK$194,599,100)

Delivery of the Property

It is expected that CITIC Heye shall deliver the Property to the Bank on 31 March 2019.

By then, among other things, (a) the Property shall have satisfied the requirements as set out in the

Agreement of Intent; and (b) CITIC Heye and the Bank shall have entered into the formal property

sale and purchase agreement in respect of the Property.

- 26 -


Uses of the Property

The Bank’s planned uses of the Property include sub-branch office, bank lobby, safe-deposit-

box vault, network centre, training centre, trading floor, office floor, meeting room, executive floor,

archives, staff restaurant and parking lot etc.

Termination Clause

The Bank may terminate the Agreement of Intent under any of the following circumstances:

(1) for any reason attributable to CITIC Heye, CITIC Heye fails to deliver to the Bank the

Property during the period prescribed in the Agreement of Intent and the delay is not

remedied within 90 days after the expiry of the grace period of 90 days;

(2) for any reason attributable to CITIC Heye, CITIC Heye fails to enter into the Beijing

Commodity Housing Presale Contract with the Bank in accordance with the Agreement

of Intent, and the delay exceeds 90 days.

If the Bank terminates the Agreement of Intent in accordance with the above circumstances,

within 30 days of such termination, CITIC Heye shall return all amounts already paid by the Bank

and any interest accrued (at the benchmark bank lending rate for the same term), and shall also pay

the Bank the liquidated damages for such termination in an amount of fifteen percent of the amount

already paid by the Bank. If the Bank agrees to continue the performance of the Agreement of

Intent, CITIC Heye shall pay the liquidated damages on a daily basis.

If, for any reason attributable to the Bank, the Bank fails to pay CITIC Heye any amount

due and payable in accordance with the Agreement of Intent, and the delay is not remedied by next

payment date of the amount payable after the expiry of the grace period of 30 days, CITIC Heye

may terminate the Agreement of Intent.

If CITIC Heye terminates the Agreement of Intent in accordance with the abovementioned

circumstances, the Bank shall pay the liquidated damages for such termination in an amount of

fifteen percent of the amount payable but unpaid for the current period, within 30 days of the

termination of the Agreement of Intent, CITIC Heye shall return all amounts already paid by

the Bank and any interest accrued (at the benchmark bank lending rate for the same term) after

deducting the liquidated damages payable by the Bank.

Information about the Property

Upon completion of the construction (which is currently expected to be in 2019), the Property

will be part of the 108-storey office building with a gross floor area of approximately 437,000 m2

in core Beijing central business district (CBD), third east ring in Chaoyang District, Beijing. The

Property is of estimated gross floor area of approximately 165,200 m2, an aboveground development

with an estimated gross floor area of approximately 142,900 m2 and an underground development

with an estimated gross floor area of approximately 22,300 m2.

- 27 -


The Property located in core Beijing CBD, third east ring in Chaoyang District, Beijing.

The original acquisition cost attributable to the Land by CITIC Heye was approximately

RMB6,623,464,100 (equivalent to approximately HK$8,256,624,400). As the Property is in a

preliminary stage of development and the construction of the Property is currently expected to be

completed in 2019, the book value of the Property (being the original acquisition cost attributable

to the Land and related construction costs for the Property to be built on it) as at 28 February 2014

was approximately RMB7,044,876,400 (equivalent to approximately HK$8,781,945,200). According

to the preliminary appraisal prepared by Grant Sherman Appraisal Limited, an independent

valuer engaged by the Bank, as if the Property has completed construction as at 1 February 2014,

the indicative value of the Property as at 1 February 2014 was valued at RMB11,175,700,000

(equivalent to approximately HK$13,931,313,900). Separately, based on the preliminary appraisal

prepared by Beijing Pan-China Assets Appraisal Co. Ltd, an independent valuer engaged by the

Bank, the indicative value of the Property as at 1 February 2014 (as if the Property has completed

construction as at 1 February 2014) was valued at RMB11,175,730,800 (equivalent to approximately

HK$13,931,352,300). The above valuation results arrived from direct comparison approach by the

valuer and the differences in valuation are caused by rounding.

3. Reasons For and Benefits of the Connected Transaction

1) The existing office spaces of the headquarter of the Bank are no longer sufficient to meet the

increasing needs for daily operations and future development, and the annual rental of the

premises leased by the headquarter of the Bank is as high as RMB155 million, and which is

rising year by year.

2) As result of limited office spaces, the consumer finance department, online banking

department and IT department of the headquarter of the Bank are located at different

buildings, which may have adverse impact on the routine management of the headquarter.

3) The Property to be acquired by the Bank is the tallest building and the landmark architecture

in Beijing, which is inside the central business district (CBD) where the buildings of a

number of top 500 companies and major foreign and domestic financial institutions are

located. We believe that the acquisition of the Property will effectively promote the image

and reputation of the Bank.

4. General

The Bank is a competitive and fast growing national commercial bank in China with a strong and

established branch network and market position. With its market leading capabilities, the Bank provides a

full range of financial products and services to its customers nationwide, with corporate banking, personal

banking and treasury capital market operations being the Bank’s principal business activities. At the same

time, the Bank continues to explore the opportunities for expanding its business coverage and increasing its

market share in all finance-related sectors in order to compete with its peers.

- 28 -


CITIC Group and its subsidiaries’ operational focus is on the PRC, both the mainland and

Hong Kong. Its major businesses are businesses in banking, securities, trust, insurance, fund and asset

management and other financial service industries as well as real estate, civil construction, resources and

energy, infrastructure, mechanical manufacturing, information technology and other industries.

CITIC Heye is a wholly-owned subsidiary of CITIC Group. It is principally engaged in project

investment, property management, engineering contracting, professional contracting, economic information

consulting and real estate development.

5. Requirement of Hong Kong Listing Rules

CITIC Group is the controlling shareholder of CITIC Heye and the Bank is a subsidiary of

CITIC Group. As such, CITIC Heye is a connected person of the Bank and the Transaction constitutes a

connected transaction for the Bank and is subject to the reporting and announcement requirements and the

Independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

Since the highest applicable percentage ratio set out in Rule 14.08 of the Hong Kong Listing Rules

in respect of the Transaction contemplated under the Agreement of Intent exceeds 5% but is less than 25%,

the Transaction constitutes a discloseable transaction and is subject to the reporting and announcement

requirements under Chapter 14 of the Listing Rules.

As each of Mr. Chang Zhenming (Chairman of the board of directors of CITIC Limited/Chairman of

the board of directors of CITIC Group), Mr. Dou Jianzhong (executive director and deputy general manager

of CITIC Limited/executive director of CITIC Group), Dr. Zhu Xiaohuang (deputy general manager of

CITIC Limited), Ms. Li Qingping (deputy general manager of CITIC Limited) and Mr. Guo Ketong (assistant

to general manager of CITIC Limited) serves as the senior management or director of CITIC Group and

thus is deemed connected with the proposed Acquisition, they have abstained from voting on the resolution

at the meeting of the Board to approve the Agreement of Intent and the Acquisition. Save as disclosed

above, none of the Directors has material interest in the Agreement of Intent and none of them is required

to abstain from voting on the resolution at the meeting of the Board to consider and approve the Agreement

of Intent.

An Independent Board Committee has been established to advise the Independent Shareholders on

the Acquisition. Also, GF Capital has been appointed as the independent financial advisor to advise the

Independent Board Committee and the Independent Shareholders on the same matter.

RESOLUTION ON ELECTION OF MR. YUAN MING AS INDEPENDENT NON-EXECUTIVE DIRECTOR

As Ms. Liu Shulan recently signed a letter to resign from the post of independent non-executive

director of the Bank due to workload and personal arrangement. To meet the needs of work, pursuant to

the Articles or Association of the Bank, CITIC Limited, shareholder of above 3% equity interests of the

Bank, proposed to submit an ordinary resolution to consider and approve the election of Mr. Yuan Ming as

an independent non-executive director of the Bank.

- 29 -


Biographical details of Mr. Yuan Ming are set below:

Mr. Yuan Ming, 62, Chinese, retired in March 2013. From December to 2011 to March 2013,

Mr. Yuan served as deputy director of the economic committee of Guangxi Zhuang Autonomous Region

Committee of the tenth session of CPPCC. From December 2003 to February 2012, Mr. Yuan served as

the head and party committee secretary of Guangxi Branch of China Construction Bank, where he already

was the principal head from April 2003 to December 2003. From July 1997 to April 2003, he was the

head and party committee secretary of Jilin Branch of China Construction Bank. From July 1987 to July

1997, he was the deputy head and party committee member of Jilin Branch of China Construction Bank.

From February 1986 to July 1987, Mr. Yuan Ming served as the office manager of Jilin Branch of China

Construction Bank. From November 1984 to February 1986, Mr. Yuan served as the head and party

committee secretary of Tonghua central branch of Jilin of China Construction Bank. From July 1984 to

November 1984, Mr. Yuan served as deputy head of comprehensive planning division of Jilin Branch of

China Construction Bank, where he was the chief clerk from May 1983 to July 1984 and the officer from

February 1979 to May 1983. From October 1975 to February 1979, Mr. Yuan was an officer of the finance

and trade office of Yanbian government. From September 1973 to October 1975, Mr. Yuan studied in

Jilin Yanbian Finance and Trade College, majoring in commerce and economics. From December 1968

to September 1973, he was once an intellect youth in the Dapuchaihe commune of Dunhua County, Jilin

Province. Mr. Yuan is a senior economist, and has obtained master degree of economics.

Mr. Yuan Ming will be entitled to an allowance of RMB300,000 (before tax) per year during his

term as an independent non-executive director of the Bank.

Mr. Yuan Ming has confirmed that, save as disclosed above, (1) he does not hold any position with

the Bank or any of its subsidiaries and has not been a director in any other listed companies in the past

three years; (2) he is not connected with any directors, supervisor, senior management or substantial or

controlling shareholders of the Bank or any of its subsidiaries; and (3) he does not have any interest in any

shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong

as at the date of this circular.

In addition, Mr. Yuan Ming has confirmed that there is no other information in respect of his

appointment that is discloseable pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules; and

there is no other matter that needs to be brought to the attention of the Shareholders of the Bank.

Mr. Yuan Ming as an independent non-executive director of the Bank will be in a term of office of

three years, ending on the expiry date of the term of office of the third session of the Board of the Bank. In

particular, the accumulated term of office of the independent non-executive directors with the Bank shall

be no more than 6 years in accordance with applicable PRC laws and regulations. According to the Articles

of Association of the Bank and applicable PRC laws and regulations, the appointment of Mr. Yuan Ming

will be further subject to the approval of CBRC. Mr. Yuan Ming will enter into a service contract with the

Bank after the approval of his appointment.

- 30 -


RESOLUTION ON AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A special resolution will be proposed at the 2013 Annual General Meeting to approve the

amendments to the Articles of Association. The full text of the amendments to the Articles of Association

is set out in Appendix III of this circular.

R E S O L U T I O N O N A M E N D M E N T S T O T H E R U L E S O F P R O C E D U R E S O F T H E SHAREHOLDERS’ GENERAL MEETING


amendments to the Rules of Procedure of the Shareholders’ General Meeting. The full text of the

amendments to the Rules of Procedure of the Shareholders’ General Meeting is set out in Appendix IV of

this circular.

RESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS


amendments to the Rules of Procedure of the Board of Directors. The full text of the amendments to the

Rules of Procedure of the Board of Directors is set out in Appendix V of this circular.

RESOLUTION ON AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF SUPERVISORS


amendments to the Rules of Procedure of the Board of Supervisors. The full text of the amendments to the

Rules of Procedure of the Board of Supervisors is set out in Appendix VI of this circular.

OTHERS

In addition, the Shareholders will listen to the Report of the Board of Supervisors on the Directors’

Annual Performance Assessment for the Year 2013, Report of the Board of Supervisors on the Annual

Performance Assessment of Senior Management for the Year 2013 and Report of the Board of Supervisors

on the Supervisors’ Annual Performance Assessment for the Year 2013 at the 2013 Annual General

Meeting.

- 31 -


2013 ANNUAL GENERAL MEETING

CITIC Limited and its subsidiary (i.e. CITIC Limited and Gloryshare Investments Limited,

both of which are subsidiaries of CITIC Group), being the Shareholders of the Bank holding a total of

31,325,081,973 Shares representing approximately 66.95% of the total issued share capital of the Bank as

at the date when this circular is finalized for printing, who have a material interest in the proposed ordinary

resolutions in relation to the application for the cap of credit extension related party transactions with

related parties for the year 2014, the application for the caps of non-credit-extension connected transactions

with connected person for the year 2014 and the purchase of part of the properties of project CBD-Z15,

will abstain from voting on the such proposed ordinary resolutions at the 2013 Annual General Meeting.

In order to determine the Shareholders who are entitled to attend the 2013 Annual General Meeting,

the Bank’s register of H Share Shareholders will be closed from Monday, 21 April 2014 to Wednesday,

21 May 2014 (both days inclusive) during which period no transfer of H Shares will be effected. Holders

of H Shares whose names appear on the Bank’s register of members on Wednesday, 21 May 2014 are

entitled to attend the meeting. In order to qualify to attend and vote at the 2013 Annual General Meeting,

holders of H Shares whose transfers have not been registered must deposit the transfer documents together

with the relevant share certificates at the office of the H Share registrar of the Bank, Computershare Hong

Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East,

Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 17 April 2014.

A form of proxy for use at the 2013 Annual General Meeting is enclosed and is also published on

the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the website of the Bank

(http://bank.ecitic.com). If you intend to appoint a proxy to attend the 2013 Annual General Meeting, you

are requested to complete and return the enclosed form of proxy in accordance with the instructions printed

thereon not less than 24 hours before the time fixed for holding the 2013 Annual General Meeting or any

adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude

you from attending the 2013 Annual General Meeting and voting in person if you so wish. Shareholders

who intend to attend the meeting in person or by proxy should complete and return the enclosed reply slip

in accordance with the instructions printed thereon on or before Thursday, 1 May 2014.

- 32 -


PROCEDURES FOR VOTING AT THE 2013 ANNUAL GENERAL MEETING

According to Rule 13.39(4) of the Hong Kong Listing Rules, the vote of Shareholders at the 2013

Annual General Meeting will be taken by poll.

RECOMMENDATION

The Directors believe that the resolutions mentioned above are in the interests of the Bank and the

Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all

relevant resolutions to be proposed at the 2013 Annual General Meeting as set out in the notice of the 2013

Annual General Meeting.

By order of the Board of

China CITIC Bank Corporation LimitedCHANG Zhenming

Chairman of the Board

- 33 -

Appendix i RepoRt of the BoARd of diRectoRs foR the YeAR 2013

In 2013, the Board of Directors of the Bank earnestly fulfilled the national macro control policies

and the regulatory requirements, actively adapted to changes in the competitive environment, nailed down

the new development strategy and broadened the strategic transformation. It comprehensively deepened

reform of the operation management mechanism and the risk management system in accordance with the

objectives of “building a top-class commercial bank with unique market significance”, devoted itself to

improvement of the comprehensive management level, and achieved remarkable operating results, laying

down a firm foundation for its long-term development.

Main tasks completed by the Board of Directors in 2013 are elaborated as follows:

I. GIVING FULL PLAY TO THE ROLE OF STRATEGIC DECISION-MAKING, AND PROACTIVELY SUPPORTING SOUND DEVELOPMENT OF THE BANK

In 2013, the Board of Directors of the Bank paid high attention to the macro control policies and the

regulatory trends against the complicated economic situation, examined major topics such as the Bank’s

business development strategy, business development measures and capital replenishment plan from the

strategic and professional perspective, held thematic discussions on significant matters such as the Bank’s

offering of qualified Tier 2 capital instruments and risk management policies, made scientific decisions

through in-depth research, and ensured the continuous, rapid and sound development of the Bank’s

businesses.

In 2013, the Board of Directors of the Bank held 13 meetings in total, including five live meetings

and eight meetings via correspondence. It reviewed and approved 56 proposals on engagement of executive

directors, non-executive directors and secretary to the Board of Directors, the four regular financial reports,

issuance of the qualified Tier 2 capital instruments, the profit distribution plan for 2012, the financial

budget plan for 2013, the offering of RMB bonds in Hong Kong, the institution development plan for

2013, the operational risk management policy, the rules on offsite regulatory data management, the policy

on management of internal rating for credit risk, the administrative measures on validation of the credit

risk internal rating system, the administrative measures on stress testing for credit risk, the policy on

market risk management, the regulations on information disclosure management, the expected credit of

daily related transaction of the related-party of CITIC Group in 2013, the long and medium-term capital

plan, the engagement of accounting firm and its remuneration in 2013, and confirming relevant contents

of the 2013 Condensed US Resolution Plan of CITIC Group Corporation, and etc. In addition, the Board

of Directors also listened to many work reports of the senior management on the operating conditions,

the IT plan and building of the new core business systems. It inspected and supervised the management’s

operation management, implementation of the decisions made by the Board of Directors, implementation of

the Bank’s annual business plan and investment plan. All of the directors carefully performed their duties

and functions under the Articles of Association, actively participated in the decision-making process, and

gave full play to the strategic guidance and scientific decision-making role of the Board of Directors.

- 34 -


II. EFFICIENT OPERATION OF THE SPECIAL COMMITTEES EFFECTIVELY SUPPORTED THE DECISION-MAKING OF THE BOARD OF DIRECTORS

The special committees of the Board of Directors assisted the Board of Directors in carrying out its

duties, and actively offered advices and suggestions based on their functions and rights promulgated in the

Articles of Association and the relevant procedural rules. In 2013, the special committees held 17 meetings

in total, including three meetings at the Strategic Development Committee, three meetings at the Risk

Management Committee, six meetings at the Audit and Related Party Transactions Control Committee, five

meetings at the Nomination and Remuneration Committee, discussed and reviewed 37 important proposals,

and listened to 13 reports of the management. Of it, the Strategic Development Committee studied and

reviewed the proposals on issuance of qualified Tier 2 capital instruments, the evaluation report on strategic

cooperation among CNCB, CBI and BBVA in 2012, and proposal on electing Mr. Chang Zhenming to be

Chairman of the Strategic Development Committee of the Third Board of Directors. The Risk Management

Committee discussed, reviewed and approved the proposals on operational risk management policy, the

credit risk internal rating management policy, the administrative measures on validation of internal rating

system for credit risk, the administrative measures on stress testing for credit risk, and the market risk

management policy. The Nomination and Remuneration Committee reviewed the proposals on plan on

final accounts of staff costs in 2012, nomination of the candidates for members of the special committees

of the Board of Directors and for directors, nomination of the candidate for secretary to the Board of

Directors, and the senior management remuneration distribution plan for 2012. The Audit and Related

Party Transactions Control Committee reviewed the proposals on credit limit to related parties, the regular

reports, engagement of the accounting firm and its remuneration in 2013, special report on the related party

transactions, the expected credit limit on daily transactions with related parties of CITIC Group in 2013,

the implementation plan for internal control system improvement and internal control assessment, and the

purchase of business premise for branches, and etc.

Members of the special committees actively performed their duties based on the division of functions

of the related committee and their specialties, fully discussed the matters presented by the management,

and brought forward opinions and advises from the specialty perspective. This made decisions of the Board

of Directors more scientific and professional, and effectively guaranteed the quality and efficiency of the

Board of Directors’ decision-making.

III. STRICTLY IMPLEMENTING RESOLUTIONS OF THE SHAREHOLDERS’ GENERAL MEETING AND EFFECTIVELY PROTECTING SHAREHOLDERS’ INTERESTS

In 2013, the Bank held one shareholders’ general meeting and three extraordinary general meetings

of the shareholders under convening of the Board of Directors, which made decisions on the Bank’s

significant matters and reviewed the proposals on the annual report, the work report of the Board of

Directors, the work report of the Board of Supervisors, the profit distribution plan, the financial budget

plan, the final account report, election of directors and supervisors, engagement of the external auditors

and the auditing expense, the special report on related party transactions, the expected credit limit on

daily transactions with related parties in 2013, and the issuance of qualified Tier 2 capital instruments in

accordance with the laws. In 2013, all of the matters presented to the Shareholders’ General Meeting for

review were approved.

- 35 -


In 2013, the Board of Directors of the Bank strictly implemented all of the resolutions made by the

Shareholders’ General Meeting and the matters authorized by the Shareholders’ General Meeting to the

Board of Directors, and faithfully carried out the proposals regarding the 2012 profit distribution plan,

engagement of the accounting firm for 2013 and issuance of qualified Tier 2 capital instruments approved

by the Shareholders’ General Meeting.

IV. CONTINUOUSLY IMPROVING CORPORATE GOVERNANCE

In 2013, the Board of Directors actively performed its functions and duties in strict accordance

with stipulations of the pertinent laws and regulations, and continuously improved the Bank’s corporate

governance level. It earnestly studied and actively carried out the various new supervisory regulations,

improved the operating mechanism of the Board of Directors based on the latest supervisory regulations

of CBRC, CSRC, Shanghai Stock Exchange and Hong Kong Stock Exchange, maintained proper

communication between the Chairman and the non-executive directors of the Board of Directors, provided

convenience for performance of duties by the independent non-executive directors, guaranteed adequate

communication between the Board of Supervisors and the Board of Directors, continuously improved the

corporate governance system and realized improvement of the Bank’s corporate governance level.

V. IMPROVING THE RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

In 2013, the Board of Directors strengthened the active risk management against the complicated

domestic and foreign economic situations, strived for establishment of a comprehensive, uniform, vertical

and independent risk management system in accordance with the principles of “rigorous risk control,

market affinity, efficiency enhancement and development guarantee”, continuously improved the risk

management system, realized full coverage of the risk management, implemented the risk management

responsibility mechanism, and realized the transformation from risk management to risk operation based

on the advanced risk quantification technology and by strengthening the economic capital management and

internal fund pricing management.

In 2013, the Board of Director further improved the internal control environment, refined the risk

assessment, strengthened the internal control measures, broadened the channels of information exchange

and communication, enhanced the internal supervision and deepened the Bank’s internal control building

by comprehensively sorting out and assessing the internal controls and building the internal control

management platform. It also reviewed, approved and put into implementation the Implementation Plan for

Internal Control System Improvement and Internal Control Assessment.

- 36 -


VI. STEADILY PROMOTING IMPLEMENTATION OF THE NEW BASEL CAPITAL ACCORD

In 2013, the Board of Directors continued to promote steady implementation of the New Basel

Capital Accord. Based on changes in the domestic and overseas supervisory requirements, the Board of

Directors profoundly understood the supervisory framework of the New Basel Capital Accord and its

implementation in the Bank, and urged for steady implementation. It reviewed and adopted the operational

risk management policy, the credit risk rating management policy, and etc., developed and put into use the

retail customer rating system, the New Basel Capital Accord risk-weighted asset measurement system, the

market risk management system, the operational risk management system, and etc., and actively boosted

the building of the comprehensive risk management system.

VII. CONTINUOUSLY IMPROVING INFORMATION DISCLOSURE

In 2013, the Board of Directors strictly abided by the stipulations of laws, regulations, supervisory

requirements and the Articles of Association of the Bank, continuously improved the information disclosure

level, and enhanced the management of insider information. It properly handled the compilation and

disclosure of regular reports and interim announcements in strict accordance with the internal regulations

such as the Regulations on Information Disclosure Management, the Measures for Accountability

of Material Errors in Annual Report Information Disclosure, and etc., improved the management of

inside information and registration of insiders in strict accordance with the Administrative Measures for

Inside Information and Information Insiders, and ensured that the market investors could get the Bank’s

information impartially. In 2013, the Bank released more than 70 announcements based on stipulations of

the domestic and foreign regulators, and disclosed a series of interim announcements on the regular reports,

issuance of qualified Tier 2 capital instruments, increase of investment by controlling shareholders, share

transfer by BBVA, granting of the credit line to related parties, dividend payout, approval of the directors’

credentials, and etc.

VIII. TIGHTENING UP THE MANAGEMENT OF RELATED PARTY TRANSACTIONS

In 2013, the Board of Directors profoundly promoted the comprehensive management of related

party transactions in accordance with supervisory requirements of the Shanghai Stock Exchange and The

Stock Exchange of Hong Kong Limited, and evidently improved the level of refined management. First,

the Board of Directors improved the approval efficiency for the proposals of granting credit to related

parties by increasing the frequency of the Board of Directors’ meeting, and ensured smooth operation of

the business. Second, it urged management departments of the Head Office to clean the credit limit of

related parties on a monthly basis, further reduced the unoccupied quota and raise the quota utilization

ratio. Third, the Board initiated the development of related party transactions management system, and

improved the electronic management level of related party transactions. Fourth, it prepared the Related

Party Transactions Know-How for Directors, Supervisors and Senior Managers, and introduced the

knowledge and cases of related party transactions to the directors, supervisors, senior managers and other

managerial personnel through the popular and vivid cartoons (the first time in the industry). Fifth, it carried

out the training on related party transactions across the entire Bank and in the major branches and business

lines, and further improved the awareness of compliance. Sixth, it stepped up the dynamic management and

updating of related party information, implemented the routine statistics and monitoring of related party

transactions, performed the procedures of approval, disclosure and filing, and ensured the compliant and

orderly implementation of the related party transactions.

- 37 -


IX. EFFECTIVELY ENHANCING THE INVESTOR RELATIONS MANAGEMENT

In 2013, the Board of Directors paid high attention to the investor relations management work,

and continuously deepened the dimensions of investor relations management. While enhancing the

communication and exchange with investors through the results conference, roadshow, active visits to

investors, routine investor conference, investor forums and investor hot lines, it also earnestly listened

to the investors’ suggestions, timely reported the relevant information to the management, and set up a

bilateral information communication channel between the Bank and the capital market. By convening

the onsite operating results conference, global conference call, and face-to-face talks, it made in-depth

communication with the institutional investors. Also, through emails and phone calls, it enhanced the

routine communication with the vast small to medium-sized shareholders.

In 2013, the Bank successfully held three operating results conferences, organized four annual

operating results roadshows in Hong Kong, Singapore, Japan and the US, respectively, and visited more

than 50 important institutional investors. It made face-to-face direct communication with more than 300

person-times through 78 presentations, attended nine large investor forums at invitation, and further

strengthened the positive interaction with the capital market. It innovated the methods of interaction

with the capital market, held the annual cash dividend explanation sessions through the Internet, created

opportunities of communication and exchange for the vast small and medium-sized investors, and upgraded

the Bank’s corporate image in the capital market.

X. ACTIVELY ATTENDING TRAININGS AND DILIGENTLY PERFORMING DUTIES

In 2013, the Board of Directors organized the Directors to attend the trainings held by the CSRC

Beijing Bureau pursuant to the pertinent regulations and requirements of the CSRC and the CBRC. All

of the Directors earnestly fulfilled the requirements of the domestic and overseas regulatory departments,

performed duties diligently, attended the meeting on time, profoundly studied the relevant proposals and

important documents, and actively aired the professional opinions. The independent Directors actively

performed their duties, issued independent opinions on significant matters such as the significant related

party transactions, the profit distribution plan, the nomination, election and removal of directors, and the

remuneration of directors and senior management members, investigated in the branches and sub-branches,

and attended the investigation and symposium on branches’ operations and compliance condition.

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Appendix ii RepoRt of the BoARd of SupeRviSoRS foR the YeAR 2013

In 2013, in order to protect the interests of all shareholders and depositors, the Board of Supervisors

actively carried out supervision work based on the laws, regulations and articles of association and

requirements on corporate governance. All supervisors worked hard and performed their duties diligently.

They held and attended the routine meetings, listened to special reports, conducted on-site inspection,

attended conferences and training concerning supervision and management, effectively fulfilled their

supervisory duties and promoted and improved the Bank’s corporate governance.

I. ELECTING THE CHAIRMAN OF THE BOARD OF SUPERVISORS

In June 2013, the seventh meeting of the third session of the Board of Supervisors nominated

Ouyang Qian as a candidate of the Bank’s supervisor. In August 2013, the First Extraordinary General

Meeting of Shareholders in 2013 elected Mr. Ouyang Qian as the supervisor of the Bank. The eighth

meeting of the third session of the Board of Supervisors elected Ouyang Qian as the chairman of the Board

of Supervisors. In November 2013, upon the approval of China Banking Regulatory Commission, Ouyang

Qian officially assumed the office of chairman of the Board of Supervisors. His assumption of office

ensured a stable transition of all work and a continuous and effective operation of corporate governance.

II. CONVENING AND ATTENDING MEETINGS

(A) Convening meetings of the Board of Supervisors and its special committee, supervising the operation and management according to laws

Throughout the year, the Board of Supervisors held 10 working meetings on a regular or

irregular basis, including 8 live meetings; 4 meetings of the Supervision Committee of the Board of

Supervisors and 3 meetings of the Nomination Committee of the Board of Supervisors. The meetings

reviewed and adopted 2012 Annual Report of the Board of Supervisors, 2012 Annual Periodic

Report (including annual report, CSR report and internal control evaluation report), and the First and

Third Quarterly Report and Semi-annual Report, reviewed and commented on the 2012 annual profit

distribution plan and issued the evaluation report on directors’ duty performance in 2012. The Board

of Supervisors conducted due diligence on the Bank’s operation, authenticity of financial statements,

progress of related-party transactions, implementation of internal control system and corporate

governance in 2012 and issued independent opinions.

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(B) Attending the General Meeting of Shareholders, meetings of the Board of Directors and the management, effectively supervising the duty performance of the directors and senior executives

The supervisors attended the 2012 Annual General Meeting of Shareholders and the Third

Extraordinary General Meeting of Shareholders held in 2013, attended the 13th and 17th meetings

of the Special Committee of the Board of Directors, and attended the national sub-branch governor

meeting and other important meetings concerning operation and management. By attending the

meetings, the Board of Supervisors supervised the legal compliance and voting procedures of the

General Meeting of Shareholders and the meetings of the Board of Directors and the management,

learned about the Bank’s operation and management situation in a timely manner and was updated

about the Board of Directors and the senior executives’ major decisions on the Bank’s strategic

transformation and business development, effectively supervised the directors and senior executives’

duty performance.

III. CARRYING OUT ON-SITE INSPECTION ON BRANCHES

According to the annual work plan, the Board of Supervisors carried out on-site inspection on

Changsha Branch, Kunming Branch, Shanghai Branch, Hangzhou Branch to understand the operation

and management of the branches in recent years, as well as their implementation of the new development

strategy launched by the head office, listened to the relevant branches’ comments and suggestions on the

head office’s management policy. The Board of Supervisors turned the research result into a research

report and gave feedback to the management.

IV. LISTENING TO THE REPORT ON OPERATION AND MANAGEMENT

The Board of Supervisors listened to the reports on credit asset quality, risk management, credit

policy, financial management, compliance management, internal audit made by the senior executives of

the Bank and key departments of the head office, as well as the reports on the Bank’s periodic audit and

review made by external auditor. By listening to the reports, the Board of Supervisors knew more about the

Bank’s operation and risk control, and put forward suggestions.

V. STRENGTHENING SELF-CONSTRUCTION

(A) Participating in the supervision meetings, studying regulatory documents

The Board of Supervisors actively participated in the annual prudential regulatory forum

held by CBRC, listened to CBRC’s report on supervisory rating and was updated about the latest

regulatory requirements and macro-management situation. The Board of Supervisors studied

Guidelines on Corporate Governance of Commercial Banks and Guidelines on the Board of

Supervisors of Commercial Banks issued by the CBRC, conducted an in-depth study and discussion

on relevant regulatory requirements, made initial preparation for the effective implementation of

regulatory requirements.

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(B) Enhancing training efforts and effectively improving duty performance

The members of the Board of Supervisors actively enrolled to participate in 2013 annual

training session for directors and supervisors of listed company organized by Beijing Securities

Regulatory Bureau, which enhanced their ability to perform duties and laid a foundation for the

Board of Supervisors to effectively play its role of supervision.

VI. EVALUATING THE DUTY PERFORMANCE OF DIRECTORS IN 2012

According to the requirements of Measures on Duty Performance of Directors of Commercial Banks

(Provisional) issued by China Banking Regulatory Commission, the Board of Supervisors organized the

2012 annual duty performance evaluation on directors in early 2013. Based on the result of director self-

evaluation, peer evaluation and the evaluation of the Board of Directors, the Board of Supervisors evaluated

the duty performance of the Bank’s directors, non -executive directors and independent non-executive

directors in 2012, and developed an annual director duty performance evaluation report. In accordance with

the Measures for Board of Supervisors’ Evaluation on Duty Performance of Directors, Supervisors and

senior executives, and the Implementing Rules of Measures for Board of Supervisors’ Evaluation on Duty

Performance of Directors and other rules and regulations, the duty performance evaluation showed that all

directors of the Board of Directors were competent in 2012.

The result of the above directors’ duty performance evaluation has been submitted to the Board of

Directors and General Meeting of Shareholders to let all directors know and also been reported to China

Banking Regulatory Commission.

VII. SUPERVISING THE DUTY PERFORMANCE OF THE BOARD OF DIRECTORS AND THE SENIOR EXECUTIVES

The Board of Supervisors and the Supervision Committee, Nomination Committee of the Board

of Supervisors carried out continuous supervision on duty performance of the Board of Directors and the

senior executives through attending the meetings of the Board of Directors and its special committee and

meetings of business management, on-site inspection on branches, reviewing documents and files and other

means. The duty performance of the Board of Directors and the senior executives has been reviewed by the

Board of Supervisors and disclosed through annual reports and other approaches.

The Board of Directors complied with relevant laws and regulations, the Article of Association and

rules of procedure of General Meeting of Shareholders and the Board of Directors, duly implemented the

relevant resolutions of the General Meeting of Shareholders, exercised its duties according to law in major

decisions relating to operation and management, continuingly improved the Bank’s corporate governance,

effectively protected the interests of depositors and other stakeholders. The special committee of the Board

of Directors operated effectively and put forward relevant recommendations to the Board of Directors. The

senior executives complied with the relevant laws and regulations, the Articles of Association and powers

conferred by the meetings of the Board of Directors, duly implemented the relevant resolutions of the

General Meeting of Shareholders and the Board of Directors, continuingly improved the Bank’s operation

and management, risk management and internal control, effectively fulfilled the responsibilities relating to

operation and management.

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VIII. GIVING INDEPENDENT OPINIONS ON RELEVANT MATTERS

(A) The Bank’s lawful operation

The Bank’s business activities in 2013 complied with the provisions of the Company Law,

Commercial Bank Law and the Articles of Association, the decision-making procedures are legal

and valid; none of the directors or senior executives are found to violate laws and regulations,

the Articles of Association or damage the interests of the Bank and its shareholders when they

performed their duties.

(B) Authenticity of financial report

The Bank’s 2013 annual financial report reflected the Bank’s financial position and operating

results in a true, objective and accurate manner.

(C) Acquisition and sale of assets

To the best knowledge of the Board of Supervisors, there was no acquisition or sale of

assets in 2013 which would damage the shareholders’ rights and interests or result in asset loss or

constitute insider trading.

(D) Related-party transactions

To the best knowledge of the Board of Supervisors, there was no related-party transaction in

2013 which would be detrimental to the interests of the Bank and its shareholders.

(E) Implementation of the resolution of the General Meeting of Shareholders

In 2013, the Board of Supervisors had no objection to the reports and proposals submitted

by the Board of Directors to the General Meeting of Shareholders for deliberation. The Board of

Supervisors supervised the implementation of the resolution of the General Meeting of Shareholders

and believed that the Board of Directors has duly implemented the relevant resolutions of the

General Meeting of Shareholders.

(F) The Board of Supervisors’ review on the Internal Control Evaluation Report

The Board of Supervisors reviewed and had no objection to the Bank’s Internal Control

Evaluation Report for 2013.

(G) The Board of Supervisors’ review on the Social Responsibility Report

The Board of Supervisors reviewed and had no objection to the Bank’s Social Responsibility

Report for 2013.

- 42 -

Appendix iii proposed Amendments to the Articles of AssociAtion

Proposed Amendments to the Articles of Association

RemarksNo. Current Articles Amended Articles(Mark-Up Version)

Amended Articles(Clean Version)

1. Article 58 Shareholders of ordinary shares of the Bank shall undertake the following obligations:(1) to comply with laws, administrative

regulations and these Articles of Association;

(2) to pay the subscription price in accordance with the number of shares subscribed for and in the manner of subscription;

(3) when the Bank is having liquidity difficulty, shareholders who have borrowed from the Bank shall immediately repay loans that are due, and loans are not yet due should also be repaid in advance. Relevant provisions on payment risk of commercial banks made by the banking regulatory authority of the State Council shall be applied as the criteria for liquidity difficulty referred to in this article;

(4) when the capital adequacy ratio of the Bank is lower than the legal standard, shareholders shall support the measures proposed by the Board of Directors to increase the ratio;

(5) shareholders shall not withdraw t h e i r s h a r e c a p i t a l , u n l e s s otherwise stipulated by laws and regulations;

(6) shareholders shall not abuse their rights to damage the interests of the Bank or other shareholders; shareholders shall not abuse the independent legal person status of the Bank or the limited liability of shareholders to damage the interests of creditors of the Bank;

(7) where the shareholders of the Bank abuse the shareholders’ rights and cause damages to the Bank and other shareholders, such shareholders shall be responsible to compensate for any loss caused thereof according to law;

Article 58 Shareholders of ordinary shares of the Bank shall undertake the following obligations:(1) to comply with laws, administrative








Article 58 Shareholders of ordinary shares of the Bank shall undertake the following obligations:(1) to comply with laws, administrative








Pursuant to Article 12 of the Guidelines on the Corporate Governance of Commercia l Banks (“Corporate Governance G u i d e l i n e s ” ) , a p a r a g r a p h on substantial shareholders’ commitments regarding capital supplement is added as the last paragraph of Article 58.

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(8) where the shareholders of the Bank evade repayment of debts by abusing the independent legal person status of the Bank and the limited liability of shareholders in a way which materially damage the in teres ts of the Bank’s creditors, such shareholders shall assume joint and several liabilities for the Bank’s debts;

(9) other obligations imposed by laws, administrative regulations, regulations and these Articles of Association.Other than the conditions agreed by the subscribers of shares at the time of subscription, shareholders shall not be liable to subscribe for any additional share capitals subsequently.


(9) other obligations imposed by laws, administrative regulations, regulations and these Articles of Association.Other than the conditions agreed by the subscribers of shares at the time of subscription, shareholders shall not be liable to subscribe for any additional share capitals subsequently.The substantial shareholders of the Bank shall make long-term commitments on contribution of additional capital in written form as part of the capital plan of the Bank.


(9) other obligations imposed by laws, admin i s t r a t ive r egu la t ions , regulations and these Articles of Association.Other than the conditions agreed by the subscribers of shares at the time of subscription, shareholders shall not be liable to subscribe for any additional share capitals subsequently.The substantial shareholders of the Bank shall make long-term commitments on contribution of additional capital in written form as part of the capital plan of the Bank.

2. Article 65 Shareholders who hold five percent (5%) or more voting shares of the Bank and owe overdue loan to the Bank shall be restricted from exercising voting right during the loan overdue period and their shares shall be excluded from the total voting shares at the shareholders’ general meeting. The Bank shall have the right to withhold the dividends of such shareholders as the repayment of their overdue loans. Any assets to be distributed to such shareholders in the Bank’s liquidation process shall also be used in priority for the repayment of the Bank’s outstanding loans.

Article 65 Shareholders who hold five percent (5%) or more voting shares of the Bank and owe overdue loan whose credit extension is overdue to the Bank shall be restricted disqualified from exercising voting right during the loan such overdue period and shall not be included in the quorum of the shareholders’ general meeting and their shares shall be excluded from the total voting shares.; the directors designated by such shareholders shall be disqualified from voting at the meeting of the Board and shall not be included in the quorum of such meeting. The Bank shall have the right to withhold the dividends of such shareholders as the repayment of their overdue loans. Any assets to be distributed to such shareholders in the Bank’s liquidation process shall also be used in priority for the repayment of the Bank’s outstanding loans.

Article 65 Shareholders who hold five percent (5%) or more voting shares of the Bank whose credit extension is overdue to the Bank shall be disqualified from exercising voting right during such overdue period and shall not be included in the quorum of the shareholders’ general meeting and their shares shall be excluded from the total voting shares.; the directors designated by such shareholders shall be disqualified from voting at the meeting of the Board and shall not be included in the quorum of such meeting. The Bank shall have the right to withhold the dividends of such shareholders as the repayment of their overdue loans. Any assets to be distributed to such shareholders in the Bank’s liquidation process shall also be used in priority for the repayment of the Bank’s outstanding loans.

Pursuant to Article 14 (4) of Corporate Governance Guidelines, to amend Article 65 of the Articles of Association, adding provisions regarding voting restrictions to shareholders with overdue credit extension/the designated director.

- 44 -





3. Article 66 Shareholders who hold five percent (5%) or more voting shares of the Bank shall provide advance notice to the Board of Directors if they use their shares to set up security interest for themselves or others.; they shall submit written report to the Bank on the day of actual pledge.

Article 66 Shareholders who hold five percent (5%) or more voting shares of the Bank who use their shares to set up security interest for themselves or others shall strictly comply with laws and regulations and requirements of regulatory departments, and shall provide advance notice to the Board of Directors if they use their shares to set up security interest for themselves or others.; they shall submit written report to the Bank on the day of actual pledge; they shall submit written report to the Bank on the day of actual pledge. The office of the Board takes charge of the collection, consolidation and submission work of pledge of equity information of the Bank.When shareholders who are also in the position of Directors or Supervisors, or who directly, indirectly, joint hold or control more than two percent shares or voting rights pledge the shares of the Bank, advanced record shall be applied for to the Board of the Bank, with the statement of basic information including the reasons for pledge, amount of equity, duration of pledge, information of the pledgee and so on. Any pledge that is considered by the Board to have material adverse effect to the stability of equity of the Bank, company governance, risks and connected transactions control shall not be recorded. Directors who is delegated by the pledger shareholders should withdraw from presenting when the Board is reviewing related recordings.After the registration of pledge of equity, shareholders shall provide the Bank with information relating to the pledge in time to facilitate risk management and information disclosure of the Bank.

Article 66 Shareholders of the Bank who use their shares to set up security interest for themselves or others shall strictly comply with laws and regulations and requirements of regulatory departments, and shall provide advance notice to the Board of Directors; they shall submit written report to the Bank on the day of actual pledge. The office of the Board takes charge of the collection, consolidation and submission work of pledge of equity information of the Bank.When shareholders who are also in the position of Directors or Supervisors, or who directly, indirectly, joint hold or control more than two percent shares or voting rights pledge the shares of the Bank, advanced record shall be applied for to the Board of the Bank, with the statement of basic information including the reasons for pledge, amount of equity, duration of pledge, information of the pledgee and so on. Any pledge that is considered by the Board to have material adverse effect to the stability of equity of the Bank, company governance, risks and connected transactions control shall not be recorded. Directors who is delegated by the pledger shareholders should withdraw from presenting when the Board is reviewing related recordings.After the registration of pledge of equity, shareholders shall provide the Bank with information relating to the pledge in time to facilitate risk management and information disclosure of the Bank.

Pursuant to section 2 of Article 14 of Governance Guidance, and section 1, 2 of Article 3 of Notice to Enhance the Management of Equity Pledge of Commercial Banks Issued by China Banking Regula tory Commiss ion, to modify Article 66 of the Articles of Association on the notification and recording obligat ion of shareholders pledging shares of the Bank.

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4. Article 67 Shareholders who hold five percent (5%) or more voting shares of the Bank shall not pledge the Bank’s shares if the outstanding balance of the loans they borrowed from the Bank exceeds the audited net book value of the shares held by them in the previous year and they fail to provide other security interest with bank deposit receipts or treasury bonds.

Article 67 Shareholders who hold five percent (5%) or more voting shares of the Bank who hold five percent (5%) or more voting shares of the Bank shall not pledge the Bank’s shares if the outstanding balance of the loans they borrowed from the Bank exceeds the audited net book value of the shares held by them in the previous year and they fail to provide other security interest with bank deposit receipts or treasury bonds and they fail to provide other security interest with bank deposit receipts or treasury bonds.If the amount of shares pledged by shareholders reaches or exceeds fifty percent of their share holding in the Bank, such shareholders’ voting rights at the shareholders’ general meetings and the voting rights of the directors designated by such shareholders at meetings of the Board shall be restricted. Shares that have been pledged shall be disqualified from voting at the shareholders’ general meeting; the directors designated by such shareholders shall be disqualified from voting at the meeting of the Board and shall not be included in the quorum of such meeting.

Article 67 Shareholders who hold five percent (5%) or more voting shares of the Bank shall not pledge the Bank’s shares if the outstanding balance of the loans they borrowed from the Bank exceeds the audited net book value of the shares held by them in the previous year and they fail to provide other security interest with bank deposit receipts or treasury bonds. If the amount of shares pledged by shareholders reaches or exceeds fifty percent of their share holding in the Bank, such shareholders’ voting rights at the shareholders’ general meetings and the voting rights of the directors designated by such shareholders at meetings of the Board shall be restricted. Shares that have been pledged shall be disqualified from voting at the shareholders’ general meeting; the directors designated by such shareholders shall be disqualified from voting at the meeting of the Board and shall not be included in the quorum of such meeting.

Pursuant to section 3 of Article 14 of Corporate Governance Guidelines and section 3 of Article 3 of Notice to Enhance the Management of Equity Pledge of Commercial Banks Issued by China Banking Regulatory Commission to modify Article 67 of the Articles of Association, deleting the limitation of share holdings ratios and failure to provide security interest with bank deposit receipts or treasury bonds.In addition, pursuant to section 4 of Article 3 of Notice to Enhance the Management of Equity Pledge of Commercial Banks Issued by China Banking Regula tory Commiss ion, to add in the regulation on the limitation of voting rights of pledger shareholders and Directors appointed by such shareholders as section 2 of this Article.

5. Article 132 The methods and procedures for nominating a Director are as follows:(1) The Board o f Di rec to r s o r

shareholders holding, alone or in an aggregate, more than 3% of the total number of voting shares of the Bank are entitled to propose a candidate for election as Director (independent Director exclusive) at the shareholders’ general meeting. Please refer to Article 143 of these Articles of Association for the nomination of independent Director.

Article 132 The methods and procedures for nominating a Director are as follows:(1) The Board o f Di rec to r s o r


Article 132 The methods and procedures for nominating a Director are as follows:(1) The Board o f Di rec to r s o r


Pursuant to Article 15, Article 45 of Corporate Governance Guidelines, to modify Article 132 of the Articles of Association on ways and procedures of Directors nomination.

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(2) The Director candidate shall, p r i o r t o t h e s h a r e h o l d e r s ’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Director of the Bank is so elected.

The same shareholder and his connected par t ies shal l not nominate Director candidates a n d S u p e r v i s o r c a n d i d a t e s at the same time; if Director (Supervisor) candidates nominated by the same shareholder and his connected parties have already held the position of Directors (Supervisors), such shareholder shall not nominate Supervisor (Director) candidates before the expiration of term of office or replacement of that Director (supervisor); Directors nominated by the same shareholder and his connected parties in principle shall not exceed one third of the total number of members of the Board, except for otherwise provided by the state.

(2) the nomination committee of the Board shall make preliminary review on the qualifications and conditions of appointment of Direc tors and submit to the meeting of the Board for discussion and review; written form resolutions shall be made to the shareholders’ general meeting after the approval of the Board.

The same shareholder and his connected par t ies shal l not nominate Director candidates and Supervisor candidates at the same time; if Director (Supervisor) candidates nominated by the same shareholder and his connected parties have already held the position of Directors (Supervisors), such sha reho lde r sha l l no t nominate Supervisors (Directors) candidates before the expiration of term of office or replacement of that Director(Supervisor); Directors nominated by the same shareholder and his connected parties in principle shall not exceed one third of the total number of members of the Board, except for otherwise provided by the state.

(2) the nomination committee of the Board shall make preliminary review on the qualifications and conditions of appointment of Direc tors and submit to the meeting of the Board for discussion and review; written form resolutions shall be made to the shareholders’ general meeting after the approval of the Board.

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(3) The intention to nominate a Director candidate, the written undertaking of the Director c a n d i d a t e ’ s c o n s e n t t o b e nominated, and the relevant written materials regarding the nominees shall be delivered to the Bank not less than 7 days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the resume and basic details of the nominee.

(4) The Bank shall provide at least 7 days (which begins from the next day following the publication of the notice of the shareholders’ general meeting) for the nominator and the nominees to submit the notice and documents as mentioned above.

(3) The Director candidate shall, p r i o r t o t h e s h a r e h o l d e r s ’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Director of the Bank if so elected.

(3) (4) The intention to nominate a Director candidate, the written undertaking of the Director c a n d i d a t e ’ s c o n s e n t t o b e nominated, and the relevant written materials regarding the nominees shall be delivered to the Bank not less than 7 days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the resume and basic details of the nominee.

(4) (5) The Bank shal l provide at least 7 days (which begins from the next day following the publication of the notice of the shareholders’ general meeting) for the nominator and the nominees to submit the notice and documents as mentioned above.

(6) The Board shall disclose detailed information of Director candidates pursuant to laws and regulations prior to the shareholders’ general meeting to ensure that shareholders have enough knowledge about candidates when voting.

(3) The Director candidate shall, p r i o r t o t h e s h a r e h o l d e r s ’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Director of the Bank if so elected.

(4) The intention to nominate a Director candidate, the written undertaking of the Director c a n d i d a t e ’ s c o n s e n t t o b e nominated, and the relevant written materials regarding the nominees shall be delivered to the Bank not less than 7 days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the resume and basic details of the nominee.

(5) The Bank shall provide at least 7 days (which begins from the next day following the publication of the notice of the shareholders’ general meeting) for the nominator and the nominees to submit the notice and documents as mentioned above.

(6) The Board shall disclose detailed information of Director candidates pursuant to laws and regulations prior to the shareholders’ general meeting to ensure that shareholders have enough knowledge about candidates when voting.

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6. Article 143 The Board of Directors, the Board of Supervisors, and the shareholders holding, alone or in an aggregate, more than 1% of the issued shares of the Bank are entitled to propose a candidate for election as an independent Director at the shareholders’ general meeting. The qualification of the independent Directors shall be submitted to the banking regulatory authority of the State Council for approval.The term of office of independent Directors shall be the same as other Directors of the Bank and shall be further subject to the requirements of relevant regulatory authorities.

Article 143 The Board of Directors, the Board of Supervisors, and the shareholders holding, alone or in an aggregate, more than 1% of the issued shares of the Bank are entitled to propose a candidate for election as an independent Director at the shareholders’ general meeting. Shareholders that have proposed candidates for election of directors are precluded from further proposal for independent director. The election of independent director shall be reported to the banking regulatory authorities of the State Council for qualification review.The term of office of independent Directors shall be the same as other Directors of the Bank and shall be further subject to the requirements of relevant regulatory authorities.The number of commercial banks where an independent director may concurrently hold positions shall not exceed two.

Article 143 The Board of Directors, the Board of Supervisors, and the shareholders holding, alone or in an aggregate, more than 1% of the issued shares of the Bank are entitled to propose a candidate for election as an independent Director at the shareholders’ general meeting. Shareholders that have proposed candidates for election of directors are precluded from further proposal for independent director. The election of independent director shall be reported to the banking regulatory authorities of the State Council for qualification review.The term of office of independent Directors shall be the same as other Directors of the Bank and shall be further subject to the requirements of relevant regulatory authorities.The number of commercial banks where an independent director may concurrently hold positions shall not exceed two.

Pursuant to section 1 of Article 46 of the Corporate Governance Guidelines, to modify Article 143 of the Articles of Association on restriction of the proposer of independent director.Pursuant to Article 50 of the Corporate Governance Guidelines, to add in the restr ict ion on i n d e p e n d e n t d i r e c t o r w h o concurrently holds positions in commercial banks as section 3 of this Article.

7. Article 158 The Board of Directors shall exercise the following duties and powers:(1) to convene the shareholders’

general meetings and to make a work report to the meeting;

(2) to implement the resolutions adopted by the shareholders’ general meeting;

(3) to determine the development strategies, business plans and investment proposals of the Bank;

(4) to prepare the annual financial budget and final accounts of the Bank;

(5) to prepare the profit distribution plans and plans for making up losses of the Bank;

Article 158 The Board of Directors shall exercise the following duties and powers:(1) to convene the shareholders’






Article 158 The Board of Directors shall exercise the following duties and powers:(1) to convene the shareholders’






Pursuant to the Guidelines for the Consolidated Supervisions over Banks, to modify Article 158 of the Articles of Association, giving the Board of Directors more corresponding duties and powers.

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(6) in accordance with these Articles of Association and within the scope of authorization of the shareholders’ general meeting, to determine the major investment, major assets acquisition and disposal and other major matters;

(7) to prepare proposals for the increase or reduction of registered capital of the Bank;

(8) to prepare proposals for merger, division, dissolution, liquidation or change in the form of the Bank;

(9) to prepare proposals for the issue of debt securities or other valuable papers wi th the purpose of replenishment of the capital of the Bank as well as the listing thereof;

(10) to decide all the matters in relation to the issue of debt securities other than those with the purpose of replenishment of the capital of the Bank;

(11) to prepare proposals for repurchase of shares of the Bank;

(12) to prepare proposals for the amendment of these Articles of Association;

(13) to appoint or dismiss the President of the Bank and the Secretary of the Board of Directors and to determine matters relating to their remuneration, rewards and punishment;

(14) according to the nomination of the President, to appoint and dismiss the vice president and president assistant of the head office and other members of the Senior Management to be appointed by the Board of Directors, and to determine matters relating to their remuneration, awards and punishment;

(15) to review and establish the basic management system and internal management structure of the Bank;

(6) in accordance with these Articles of Association and within the scope of authorization of the shareholders’ general meeting, to determine the major investment, major asset acquisi t ion and disposal and other major matters;










(6) in accordance with these Articles of Association and within the scope of authorization of the shareholders’ general meeting, to determine the major investment, major asset acquisi t ion and disposal and other major matters;










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(16) to establish, improve and ensure the effective implementation of the internal control system of the Bank;

(17) to review and establish the codes and standards of the Bank, which shall specify the codes of conduct for management and business staff at all levels, explicitly require employees at all levels to promptly report the possible conflict of interest, specify the specific accountability terms and establish a corresponding mechanism to handle the same;

(18) to decide the establ ishment of domestic tier one (directly control led) branch, direct ly controlled institutions and overseas institutions;

(19) t o dec ide t he po l i c i e s and procedures on disclosure of information of the Bank;

(20) to decide the information reporting system and request the senior management personnel to report on operation matters of the Bank to it on a regular basis;

(21) to propose the appointment or removal of the accounting firms;

(22) to formulate procedures on management of related party t ransact ions; to review and approve or authorize the audit and related party transactions control committee under the Board of Directors to approve the related party transactions (except for the related party t ransact ions tha t should be approved by the shareholders’ general meeting in accordance with applicable laws); to report on related party transactions and the implementation of the relevant procedures to the shareholders’ general meeting;















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(23) to r ev iew and approve the proposals submitted by each committee under the Board of Directors;

(24) according to the appl icable regula tory requirements , to listen to the work reports of the President of the Bank and other senior management, and to monitor and ensure the effective discharge of their managerial responsibilities;

(25) to review and approve the rules of procedures of each committees of the Board of Directors;

(26) to exercise any other authorities prescribed by the applicable laws, administrative regulations, rules or these Articles of Association, or conferred by the shareholders’ general meetings.




(26) in accordance with the applicable requirements of the banking regulatory authorities of the State Council on consolidated supervision, to be ultimately responsible for consolidated m a n a g e m e n t o f t h e b a n k , to review and supervise the establishment and implementation of the consolidated management plan and to establish periodic review and evaluation mechanism.





(26) in accordance with the applicable C B R C ’ s r e q u i r e m e n t s o n consolidated supervision, to be ultimately responsible for consolidated management of the bank, to review and supervise the establishment and implementation of the consolidated management plan and to establish periodic review and evaluation mechanism.


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8. Article 170 Voting at an onsite meeting of the Board of Directors (including video conference) shall be made by a show of hands or by poll. If a Director participates in the onsite meeting through telephone or similar communication equipment, as long as he can make himself heard by the other participants at the meeting and can communicate with them, the Director shall be deemed to be present at the meeting in person. Each Director shall have one vote. When the numbers of votes against and in favor of a certain proposal are equal, the Chairman of the Board of Directors shall have a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.Resolutions of the Board of Directors shall be passed by a majority of all the Directors. However, resolutions with respect to the following matters shall not be adopted through written communication and shall be passed by no less than two-thirds of all the Directors:(1) the profit distribution plan and

plans for making up losses;(2) the proposals for the increase or

reduction of the registered capital;(3) the proposals for merger, division,

dissolution, liquidation or change in the form of the Bank;

(4) the proposals for the issue of debt securities or other valuable papers with the purpose of replenishment of the capital of the Bank as well as the listing thereof;

(5) the proposals for repurchase of shares of the Bank;

Article 170 Voting at an onsite meeting of the Board of Directors (including video conference) shall be made by a show of hands or by poll. If a Director participates in the onsite meeting through telephone or similar communication equipment, as long as he can make himself heard by the other participants at the meeting and can communicate with them, the Director shall be deemed to be present at the meeting in person. Each Director shall have one vote. When the numbers of votes against and in favor of a certain proposal are equal, the Chairman of the Board of Directors shall have a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.Resolutions of the Board of Directors shall be passed by a majority of all the Directors. However, resolutions with respect to the following matters shall not be adopted through written communication and shall be passed by no less than two-thirds of all the Directors:(1) the profit distribution plan and






Article 170 Voting at an onsite meeting of the Board of Directors (including video conference) shall be made by a show of hands or by poll. If a Director participates in the onsite meeting through telephone or similar communication equipment, as long as he can make himself heard by the other participants at the meeting and can communicate with them, the Director shall be deemed to be present at the meeting in person. Each Director shall have one vote. When the numbers of votes against and in favor of a certain proposal are equal, the Chairman of the Board of Directors shall have a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.Resolutions of the Board of Directors shall be passed by a majority of all the Directors. However, resolutions with respect to the following matters shall not be adopted through written communication and shall be passed by no less than two-thirds of all the Directors:(1) the profit distribution plan and






P u r s u a n t t o A r t i c l e 2 9 o f Corporate Governance Guidelines, an item is proposed to be added to Article 170 as a major event for the Board.

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(6) the proposals for the amendment of these Articles of Association;

(7) the appoint or dismissal of the President or other senior management members of the Bank;

(8) major matters such as major investment and major assets disposal;

(9) other matters that a majority of all the Directors of the Board of Directors deem will have a material impact on the Bank and shall be passed by no less than two-thirds of all the Directors;

(10) other matters that shall be passed by no less than two-thirds of all the Directors as required by applicable laws, administrative regulations, rules and these Articles of Association.




(9) major equity changes and financial restructuring;

(9) (10) other matters that a majority of all the Directors of the Board of Directors deem will have a material impact on the Bank and shall be passed by no less than two-thirds of all the Directors;

(10) (11) other matters that shall be passed by no less than two-thirds of all the Directors as required by applicable laws, administrative regulations, rules and these Articles of Association.




(9) major equity changes and financial restructuring;

(10) other matters that a majority of all the Directors of the Board of Directors deem will have a material impact on the Bank and shall be passed by no less than two-thirds of all the Directors;

(11) other matters that shall be passed by no less than two-thirds of all the Directors as required by applicable laws, administrative regulations, rules and these Articles of Association.

9. Article 182 The President of the Bank shall be accountable to the Board of Directors and shall exercise the following powers:(1) to be in charge of the daily

business and management of the Bank and shall make reports on those management activities to the Board of Directors;

(2) to organize the implementation of resolutions of the Board of Directors;

(3) to formulate and organize the implementat ion of the mid-term and long-term development plans, annual business plans and investment plans of the Bank;

Article 182 The President of the Bank shall be accountable to the Board of Directors and shall exercise the following powers:(1) to be in charge of the daily




Article 182 The President of the Bank shall be accountable to the Board of Directors and shall exercise the following powers:(1) to be in charge of the daily




Pursuant to relevant requirements of Guidelines for the Consolidated Supervision of Banks (Trial I m p l e m e n t a t i o n ) , t o a d d corresponding functions and powers to the President of the Bank.

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(4) to draft the basic management system, internal management structure and important branches establishment plan of the Bank and repor t to the Board of Directors for approval;

(5) to organize and lead the daily operation of the Bank’s internal control;

(6) t o f o r m u l a t e t h e s p e c i f i c regulations of the Bank;

(7) to nominate the vice president and the president assistants of the head office and report to the Board of Directors for appointment or dismissal. To appoint or dismiss the president, vice president of a branch, as well as other senior management the appointment or dismissal of whom are not within the authority of the Board of Directors;

(8) t o a p p o i n t o r d i s m i s s t h e persons in charge of the internal departments of the Bank;

(9) to engage in or authorize senior managers and persons in charge of the internal departments of the Bank to conduct daily business and management activities under the authorization of the Board of Directors.

(10) to formulate remuneration plans for the senior management; to decide the remuneration plans for employees of the Bank except for the senior management; to decide or authorize to decide on appointment and dismissal of the employees of the Bank;

(11) to propose the convening of an interim meeting of the Board of Directors in case of emergency;

















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(12) to adopt emergency measures in the Bank’s interests upon the occurrence of significant contingency situations or other urgent circumstances, and report immediately to the Board of Directors, Board of Supervisors and the banking regula tory authority of the State Council;

(13) to decide on major investment, major assets acquisition and disposal with a single amount of no more than RMB200 million (inclusive)

(14) other functions to be performed by the President of the Bank in accordance with applicable laws, administrative rules and r egu la t ions , o the r r e l evan t provisions and the decisions of the shareholders’ general meeting and the Board of Directors.Vice presidents and the president a s s i s t a n t s s h a l l a s s i s t t h e President with his work. Under the authorization of the President of the Bank, the vice presidents and president assistants shall be responsible for the matters falling under their respective authority.


(13) to decide on major investment, major assets acquisition and disposal with a single amount of no more than RMB200 million (inclusive);

(14) to assume specific implementation of consolidated management, pursuant to the consolidated supervis ion requirement by banking regulatory authorities of the State Council;



(13) to decide on major investment, major assets acquisition and disposal with a single amount of no more than RMB200 million (inclusive);

(14) to assume specific implementation of consolidated management, pursuant to the consolidated supervis ion requirement by banking regulatory authorities of the State Council;


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10. Article 194 The method and procedures f o r n o m i n a t i n g a s h a r e h o l d e r representative Supervisor are as follows:(1) the Board of Supervisors or

shareholders holding, alone or in aggregate, 3% or more of the total number of voting shares of the Bank are ent i t led to propose a candidate for election as shareholder representative Supervisor at the shareholders’ general meeting.

(2) the Supervisor candidate shall, p r i o r t o t h e s h a r e h o l d e r s ’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Supervisor of the Bank if so elected.

(3) The Board of Supervisors shall provide to the shareholders the detailed particulars of the s h a r e h o l d e r r e p r e s e n t a t i v e Supervisor candidates one month prior to the shareholders’ general meeting to ensure the shareholders have informed knowledge of the candidate when voting.

Article 194 The method and procedures f o r n o m i n a t i n g a s h a r e h o l d e r representative Supervisor are as follows:(1) the Board of Supervisors or


(2) t h e n o m i n a t i n g c o m m i t t e e of the Board of Supervisors will preliminarily review the qualifications and conditions of the shareholder representative Supe rv i so r and submi t t he qualified candidates to the Board of Supervisors for consideration; upon approval at the meeting of Board of Supervisors, the Board of Supervisors will propose candidates for the shareholder representative Supervisor to shareholders’ general meeting in writing.

(2) (3) the Supervisor candidate shall, prior to the shareholders’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Supervisor of the Bank if so elected.

(3) (4) The Board of Supervisors shall provide to the shareholders the detailed particulars of the s h a r e h o l d e r r e p r e s e n t a t i v e Supervisor candidates pursuant to laws and regulations and the Articles of Association one month prior to the shareholders’ general meeting to ensure the shareholders have informed knowledge of the candidate when voting.

Article 194 The method and procedures f o r n o m i n a t i n g a s h a r e h o l d e r representative Supervisor are as follows:(1) the Board of Supervisors or


(2) t h e n o m i n a t i n g c o m m i t t e e of the Board of Supervisors will preliminarily review the qualifications and conditions of the shareholder representative Supe rv i so r and submi t t he qualified candidates to the Board of Supervisors for consideration; upon approval at the meeting of Board of Supervisors, the Board of Supervisors will propose candidates for the shareholder representative Supervisor to the shareholders’ general meeting in writing.

(3) the Supervisor candidate shall, p r i o r t o t h e s h a r e h o l d e r s ’ general meeting, make a written undertaking specifying his/her consent to be nominated, his/her representation that his/her particulars as disclosed are true and complete, and the undertaking to fulfill his/her obligations as a Supervisor of the Bank if so elected.

(4) The Board of Supervisors shall provide to the shareholders the detailed particulars of the s h a r e h o l d e r r e p r e s e n t a t i v e Supervisor candidates pursuant to laws and regulations and the Articles of Association one month prior to the sharedholders’ general meeting to ensure the shareholders have informed knowledge of the candidate when voting.

Pursuant to Article 45 and 59 of the Corporate Governance Guidelines, to amend Article 194 regarding the methods of nomination and procedures of Shareholder Supervisor.

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11. Article 214 The Board of Supervisors shall exercise the following powers:(1) to supervise the performance of

the duties by the Directors and senior management personnel;

(2) to query the Directors and senior management personnel;

(3) to require the Directors, the chairman of the Board of Director, t h e P r e s i d e n t o f t h e B a n k and other senior management personnel to correct any act that is harmful to the Bank’s interests;

(4) to propose motions to remove the Director and senior management personnel who violate laws, administrative regulations, rules, these Articles of Association or resolutions of the shareholders’ general meeting or to file a lawsuit in accordance with applicable laws regarding the same;

(5) to audit the Directors and senior management personnel who intend to leave their posts, if necessary;

(6) to examine and supervise the financial activities of the Bank;

(7) to verify the financial information such as financial reports, business reports and profit distribution plan, etc. that the Board of Directors intends to submit to the shareholders’ general meeting and, if in doubt, to be able to appoint, in the name of the Bank, a certified accountant or practising auditor to assist in reviewing such information;

(8) to audit the business decision-making, risk management and internal control of the Bank, if necessary, and to provide guidance on the work of the internal audit department of the Bank;

(9) to supervise the establishment and implementation of the internal control by the Board of Directors;

Article 214 The Board of Supervisors shall exercise the following powers:(1) to supervise the performance of










Article 214 The Board of Supervisors shall exercise the following powers:(1) to supervise the performance of










Pursuant to relevant requirements of Guidelines for the Consolidated Supervision of Banks (Trial I m p l e m e n t a t i o n ) , t o a d d corresponding supervising and guiding functions to the Board of Supervisors.

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(10) t o m a k e p r o p o s a l s t o t h e shareholders’ general meeting;

(11) to propose the convening of an extraordinary shareholders’ general meeting and to convene and preside over an extraordinary shareholders’ general meeting when the Board of Directors fails to fulfill its duty to convene and preside over the shareholders’ general meeting;

(12) to propose the convening of an interim meeting of the Board of Directors;

(13) to opine on each item regarding credit asset quality, assets and liabilities ratio, risk management and other matters in the reports that the senior management proposes to submit to the banking regula tory au thor i ty of the State Council on a regular basis pursuant to relevant regulations within 5 working days after receiving such reports;

(14) other powers conferred by the shareholders’ general meeting as well as by applicable laws, administrative regulations and ru les and these Art ic les of Association.


(11) to propose the convening of an extraordinary shareholders’ general meeting and to convene and preside over an extraordinary shareholders’ general meeting when the Board of Directors fails to fulfill its duty to convene and preside over the shareholders’ general meeting;



(14) to supervise the consolidated management of the Board of the Bank;



(11) to propose the convening of an extraordinary general meeting and to convene and preside over an extraordinary general meeting when the Board of Directors fails to fulfill its duty to convene and preside over the shareholders’ general meeting;



(14) to supervise the consolidated management of the Board of the Bank;


12. Article 249 The remuneration and incentive plan for the Directors and Supervisors shall be formulated by the nomination and remuneration committee under the Board of Directors and shall be submitted to the shareholders’ general meeting after being approved by the Board of Directors.

Article 249 The remuneration and incentive plan for the Directors and Supervisors shall be formulated by the nomination and remuneration committee under the Board of Directors and shall be submitted to the shareholders’ general meeting after being approved by the Board of Directors.; the remuneration of Supervisors and incentive plan shall be formulated by the nomination committee under the Board of Supervisors and shall be submitted to the shareholders’ general meeting after being approved by the Board of Supervisors.

Article 249 The remuneration and incentive plan for the Directors and Supervisors shall be formulated by the nomination and remuneration committee under the Board of Directors and shall be submitted to the shareholders’ general meeting after being approved by the Board of Directors; the remuneration of Supervisors and incentive plan shall be formulated by the nomination committee under the Board of Supervisors and shall be submitted to the shareholders’ general meeting after being approved by the Board of Supervisors.

Pursuant to Article 34, 64 and 99 of the Corporate Governance Guidelines, to amend Article 294 of the Articles of Association on the formulation of remuneration for Directors and remuneration and incentive plan for Supervisors and the approving process.

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Appendix iV proposed Amendments to the rules of procedures of the

shAreholders’ GenerAl meetinG

Proposed Amendments to the Rules of Procedure of the Shareholders’ General Meeting



1. Article 48 The list of nominated directors and supervisors shall be submitted to the shareholders’ general meeting for vote in form of proposal. Shareholders shall cast vote on each nominee.Resolution approved shall be submitted to the banking regulatory authority of the State Council for review.Nomination ways and procedures of directors and supervisors are as following:(1) The director (except independent

director) shall be nominated by the board of directors or shareholders holding separately or jointly more than three percent (3%) of voting shares; shareholder representative supervisor shall be nominated by the board of supervisors or shareholders holding separately or jointly more than three percent (3%) of voting shares, and shall be elected by the shareholders’ general meeting.

Article 48 The list of nominated directors and supervisors shall be submitted to the shareholders’ general meeting for vote in form of proposal. Shareholders shall cast vote on each nominee.Resolution approved shall be submitted to the banking regulatory authority of the State Council for review.Nomination methods and procedures of directors and supervisors are as following:(1) The director (except independent

director) shall be nominated by the board of directors or shareholders holding separately or jointly more than three percent (3%) of voting shares; shareholder representative supervisor shall be nominated by the board of supervisors or shareholders holding separately or jointly more than three percent (3%) of voting shares, and shall be elected by the shareholders’ general meeting.a shareholder or any affiliate the reof sha l l no t nomina te candidates for d i rector and supervisor at the same time; where a candidate for director (or supervisor) nominated by a shareholder or any affiliate thereof is approved to sit on the board of directors (or supervisors), the shareholder may not nominate any candidate for supervisor (or director) until the term of the director (or supervisor) expires or the director (or supervisor) is replaced; and, principally, the number of candidates for directors nominated by a shareholder and the affiliates thereof shall not exceed 1/3 of the number of members of the board of directors, except as otherwise prescribed by the state.

Article 48 The list of nominated directors and supervisors shall be submitted to the shareholders’ general meeting for vote in form of proposal. Shareholders shall cast vote on each nominee.Resolution approved shall be submitted to the banking regulatory authority of the State Council for review.Nomination ways and procedures of directors and supervisors are as following:(1) The director (except independent

director) shall be nominated by the board of directors or shareholders holding separately or jointly more than three percent (3%) of voting shares; shareholder representative supervisor shall be nominated by the board of supervisors or shareholders holding separately or jointly more than three percent (3%) of voting shares, and shall be elected by the shareholders’ general meeting.a shareholder or any affiliate t h e r e o f m a y n o t n o m i n a t e candidates for d i rector and supervisor at the same time; where a candidate for director (or supervisor) nominated by a shareholder or any affiliate thereof is approved to sit on the board of directors (or supervisors), the shareholder may not nominate any candidate for supervisor (or director) until the term of the director (or supervisor) expires or the director (or supervisor) is replaced; and, generally, the number of candidates for director nominated by a shareholder and the affiliates thereof may not exceed 1/3 of the number of members of the board of directors, except as otherwise prescribed by the state.

Pursuant to Articles 15 and 45 of the Corporate Governance Guidelines, to amend Article 48 of the Rules of Procedure of the Shareholders’ General Meeting regarding nomination methods and procedures of directors and supervisors; and pursuant to Article 143 of the Articles of Association and Article 46(1) of the Corporate Governance Guidelines, to add requirements for nomination of independent directors to Article 48 of the Rules of Procedure of the Shareholders’ General Meeting.

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(2) Independen t d i r ec to r s may be nominated by the board of directors and the shareholders separately or jointly holding more than one percent (1%) of the issued shares of the Bank; external supervisors may be nominated by the board of supervisors and the shareholders separately or jointly holding more than one percent (1%) of issued shares of the Bank, and independent directors and external supervisors shall be elected by the shareholders’ general meeting. Appointment of independent directors and external supervisors shall be reported to the banking regulatory authority of the State Council for qualification review.

(3) The nominated director and supervisor shall make a written acknowledgement before the opening of the shareholders’ general meeting agreeing to accept the nomination and to promise the truthfulness and completeness of their disclosed information and to ensure thorough fulfillment of obligations once being elected.

(2) Candidates for independent directors may be nominated by the board of directors, the board of supervisors and the shareholders separately or jointly holding more than one percent (1%) of the issued shares of the Bank; external supervisors may be nominated by the board of supervisors and the shareholders separately or jointly holding more than one percent (1%) of issued shares of the Bank, and independent directors and external supervisors shall be elected by the shareholders’ general meeting. Shareholders that have nominated directors shall not nominate independent directors. Appointment of independent directors and external supervisors shall be reported to the banking regulatory authority of the State Council for qualification review.

(3) The nomination committee of the board of directors (or the nomination committee of the board of supervisors) shal l conduct a preliminary examination of the eligibility and conditions of candidates for director (or supervisor), and submit a list of eligible candidates to the board of directors (or the board of supervisors) for deliberation; and, upon deliberation and adoption by the board of directors (or the board of supervisors), submit a written proposal on candidates for director (or supervisor) to the shareholders’ general meeting.

(2) Candidates for independent directors may be nominated by the board of directors, the board of supervisors and the shareholders separately or jointly holding more than one percent (1%) of the issued shares of the Bank; external supervisors may be nominated by the board of supervisors and the shareholders separately or jointly holding more than one percent (1%) of issued shares of the Bank, and independent directors and external supervisors shall be elected by the shareholders’ general meeting. Shareholders that have nominated directors may not nominate independent directors. Appointment of independent directors and external supervisors shall be reported to the banking regulatory authority of the State Council for qualification review.

(3) The nomination committee of the board of directors (or the nomination committee of the board of supervisors) shal l conduct a preliminary examination of the eligibility and conditions of candidates for director (or supervisor), and submit a list of eligible candidates to the board of directors (or the board of supervisors) for deliberation; and, upon deliberation and adoption by the board of directors (or the board of supervisors), submit a written proposal on candidates for director (or supervisor) to the shareholders’ general meeting.

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(4) The intention to nominate a director or supervisor, written notice of consent of the nominees to accept the nomination, and relevant writ ten material of nominees shall be delivered to the Bank not less than seven (7) days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the curriculum vitae and basic information of the nominee.

(5) The period of time provided to the nominator and the nominees for submitting the aforesaid notices and documents (this period shall be calculated from the day after the day on which the meeting notice is issued) shall not be less than seven (7) days.

(3)(4) The nominated director and supervisor shall make a written acknowledgement before the opening of the shareholders’ general meeting agreeing to accept the nomination and to promise the truthfulness and completeness of their disclosed information and to ensure thorough fulfillment of obligations of directors and supervisors once being elected.

(4)(5) The intention to nominate a director or supervisor, written notice of consent of the nominees to accept the nomination, and relevant written materials of nominees shall be delivered to the Bank not less than seven (7) days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the curriculum vitae and basic information of the nominee.

(5)(6) The period of time provided to the nominator and the nominees for submitting the aforesaid notices and documents (this period shall be calculated from the day after the day on which the meeting notice is issued) shall not be less than seven (7) days.

(7) Before convening a shareholders’ genera l meet ing , the board of directors and the board of supervisors shall disclose detailed information on candidates for director and supervisor to the shareholders according to laws, regulations and the Articles of Association to ensure that the shareholders have sufficient knowledge of the candidates when voting.

(4) The nominated director and supervisor shall make a written acknowledgement before the opening of the shareholders’ general meeting agreeing to accept the nomination and to promise the truthfulness and completeness of their disclosed information and to ensure thorough fulfillment of obligations once being elected.

(5) The intention to nominate a director or supervisor, written notice of consent of the nominees to accept the nomination, and relevant writ ten material of nominees shall be delivered to the Bank not less than seven (7) days prior to the date of the shareholders’ general meeting. The nominator shall provide the shareholders with the curriculum vitae and basic information of the nominee.

(6) The period of time provided to the nominator and the nominees for submitting the aforesaid notices and documents (this period shall be calculated from the day after the day on which the meeting notice is issued) shall not be less than seven (7) days.

(7) Before convening a shareholders’ genera l meet ing , the board of directors and the board of supervisors shall disclose detailed information on candidates for director and supervisor to the shareholders according to laws, regulations and the Articles of Association to ensure that the shareholders have sufficient knowledge of the candidates when voting.

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Appendix V proposed Amendments to the rules of procedures of BoArd of directors

Proposed Amendments to the Rules of Procedure of the Board of Directors



1. Article 6 The Board of Directors shall exercise the following functions and powers:(1) to convene the shareholders’

general meeting and make a work report to the shareholders’ general meeting;


(3) to determine the Bank’s development strategies and business plans and investment proposals;


(5) to prepare profit distribution plans and plans for making up for losses of the Bank;

(6) to determine major investment, major assets acquisition and disposal and other major matters in accordance with provisions of the Articles of Association and within the scope of authorization of the shareholders’ general meeting;

(7) to prepare proposals for the increase or reduction of the registered capital of the Bank;




(11) to prepare proposal for repurchase of shares of the Bank;

Article 6 The Board of Directors shall exercise the following functions and powers:(1) to convene the shareholders’












Article 6 The Board of Directors shall exercise the following functions and powers:(1) to convene the shareholders’












Pursuant to Article 19 of the Corporate Governance Guidelines, to add the matters that the board of directors shall pay particular attention to Article 6 of the Rules of Procedure of the Board of Directors.Pursuant to Paragraph 2 of Article 30 of the Corporate Governance Guidelines, to add “in performing its functions, the Board of Directors shall fully take into account the opinions of an external auditor” to Article 6 of the Rules of Procedure of the Board of Directors.T o a d d t h e c o r r e s p o n d i n g functional authority of the Board of Directors in accordance with the relevant rules of the Guidelines on Consolidated Supervision over Banks (for Trial Implementation) issued by the CBRC.

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(12) to prepare proposals for the amendment of the Articles of Association;

(13) to appoint or dismiss of the p re s iden t o f t he Bank and secretary of the Board of Directors and determine matters relating to their remuneration, rewards and punishment;

(14) according to the nomination of the President, to appoint and dismiss the vice president and president assistant of the head office and other members of the senior management to be appointed by the Board of Directors, and to determine matters relating to their remuneration, awards and punishment;

(15) to review and establish the basic management system and internal management structure;


(17) to review and establ ish the codes and standards which shall specify the codes of conduct for management and business staff at all levels, require explicitly employees at all levels to promptly report the possible conflict of interest, specify the specific accountability terms and establish a corresponding mechanism to handle the same;



















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(20) to decide the information reporting system and requesting the senior management personnel to report on operation matters of the Bank to it on a regular basis;

(21) to propose to shareholders’ general meeting of appointing or dismissing of an accounting firm;

(22) to approve the management system of related party transactions; approving or authorizing the Audit and Related Party Transactions Control Committee to approve the related party transaction (excluding those shall be approved by shareholders’ general meeting); tendering a special report on the implementation of the related party transaction management system and situation of related party transactions to the shareholders’ general meeting.

(23) t o r e v i e w a n d a p p r o v e o f proposals submitted by the each specialized committee under the Board of Directors;

(24) according to the regulatory requirements, to listen to working report of the president and other senior management of the Bank, and monitor the performance of their functions to ensure the effective discharge of their managerial responsibilities;

(25) to review and approve of the rules of procedure of each committee under the Board of Directors; and

(26) other to exercise any other authorities prescribed by the applicable laws, administrative regulations, rules or these Articles of Association, or conferred by the shareholders general meetings.







(26) to take the final responsibilities of consolidated management of the Bank according to consolidated management requirements issued by the banking regulatory authority of the State Council.







(26) to take the final responsibilities of consolidated management of the Bank according to consolidated management requirements issued by the Banking Regula tory Authority of the State Council.

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(27) to exercise any other authorities prescribed by the applicable laws, administrative regulations, rules or the Articles of Association, or conferred by the shareholders general meetings.

In performing its functions, the board of directors shall pay particular attention to the following matters:(1) f o r m u l a t i n g t h e b u s i n e s s

development strategies of the Bank and overseeing the implementation thereof.

(2) formulating the risk tolerance, risk management, and internal control policies of the Bank.

(3) d e v e l o p i n g a c a p i t a l p l a n and a s suming the u l t ima te r e s p o n s i b i l i t y f o r c a p i t a l management.

(4) regularly assessing and improving the corporate governance of the Bank.

(5) b e i n g r e s p o n s i b l e f o r t h e information disclosure of the Bank and assuming the ultimate responsibility for the authenticity, accuracy, integrity and timeliness of the accounting and financial reports of the Bank.

(6) overseeing and ensuring the e f f e c t i v e p e r f o r m a n c e o f managerial duties by the senior management.

(7) protecting the lawful rights and interests of depositors and other stakeholders.

(8) establishing the mechanisms for identifying, examining and managing conflicts of interest b e t w e e n t h e B a n k a n d i t s shareholders, especially principal shareholders.

In performing its functions, the board of directors shall fully take into account the opinions of an external auditor.

(27) other to exercise any other authorities prescribed by the applicable laws, administrative regulations, rules or these Articles of Association, or conferred by the shareholders general meetings.

In performing its functions, the board of directors shall pay particular attention to the following:(1) f o r m u l a t i n g t h e b u s i n e s s

development strategies of the Bank and overseeing the implementation thereof.

(2) formulating the risk tolerance, risk management, and internal control policies of the Bank.

(3) d e v e l o p i n g a c a p i t a l p l a n and a s suming the u l t ima te r e s p o n s i b i l i t y f o r c a p i t a l management.

(4) regularly assessing and improving the corporate governance of the Bank.

(5) b e i n g r e s p o n s i b l e f o r t h e information disclosure of the Bank and assuming the ultimate responsibility for the authenticity, accuracy, integrity and timeliness of the accounting and financial reports of the Bank.

(6) overseeing and ensuring the e f f e c t i v e p e r f o r m a n c e o f managerial duties by the senior management.

(7) protecting the lawful rights and interests of depositors and other stakeholders.

(8) establishing the mechanisms for identifying, examining and managing conflicts of interest b e t w e e n t h e B a n k a n d i t s shareholders, especially principal shareholders.

In performing its functions, the board of directors shall fully take into account the opinions of an external auditor.

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2. Article 13 Independent directors shall deliver objective, impartial independent advice on the matters discussed at the meetings of the Board of Directors, particularly on the following matters:(1) major related party transactions;(2) profit distribution plans;(3) appointment and dismissal of

senior management;(4) matters deemed by independent

directors as may cause significant losses to the Bank;

(5) matters deemed by independent directors as may harm the interests of depositors and small and medium shareholders; and

(6) other matters stipulated in the laws, administrative regulations, rules and provisions of the Articles of Association and the Rules of Procedure.

Article 13 Independent directors shall deliver objective, impartial independent advice on the matters discussed at the meetings of the Board of Directors, particularly on the following matters:(1) the legality and fairness of major

related party transactions;(2) profit distribution plans;(3) appointment and dismissal of



(5) matters deemed by independent directors as may harm the legal interests of depositors, and small and medium shareholders, and other stakeholders;

(6) the appointment of external auditors; and


Article 13 Independent directors shall deliver objective, impartial independent advice on the matters discussed at the meetings of the Board of Directors, particularly on the following matters:(1) the legality and fairness of major

related party transactions;(2) profit distribution plans;(3) appointment and dismissal of



(5) matters deemed by independent d i r ec to r s a s may ha rm the interests of depositors, small and medium shareholders, and other stakeholders;

(6) the appointment of external auditors, among others; and


Pursuant to Article 54 of the Corporate Governance Guidelines, to amend Article 13 of the Rules of Procedure of the Board of Directors.

3. Article 21 The Audit and Related Party Transactions Control Committee shall consist of at least three directors, which shall not include directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to propose to the Board of

Directors to engage or replace external auditors;

Article 21 The Audit and Related Party Transactions Control Committee shall consist of at least three directors, which shall not include directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to propose to the Board of

Directors to engage or replace external auditors; advise the Bank on employment or replacement of an external auditor, prepare report on its judgment regarding the authenticity, accuracy, integrity and timeliness of information in the audited financial reports, and submit such reports to the Board of Directors for deliberation;

Article 21 The Audit and Related Party Transactions Control Committee shall consist of at least three directors, which shall not include directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to advise the Bank on employment

or replacement of an external a u d i t o r , p r e p a r e r e p o r t o n i t s judgment regard ing the authenticity, accuracy, integrity and timeliness of information in the audited financial reports, and submit such reports to the Board of Directors for deliberation;

P u r s u a n t t o A r t i c l e 2 2 o f t h e C o r p o r a t e G o v e r n a n c e Guidelines, to amend Article 21 of the Rules of Procedure of the Board of Directors regarding the responsibilities of the audit committee and the related party transactions control committee.

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(2) to supervise the internal audit system of the Bank and i ts implementation;

(3) to communicate between the internal auditors and the external auditors;

(4) to review and verify the financial information of the Bank and disclosure of such information;

(5) to examine the internal control system of the Bank;

(6) to identify the connected parties of the Bank, report them to the Board of Directors and the Board of Supervisors, and to timely notify the relevant personnel of the Bank of the identified connected parties;

(7) to conduct preliminary review on the connected transactions subjected to the approval of the Board of Directors, and submit such transactions to the Board of Directors for approval;

(8) to the extent authorized by the Board of Directors, to review and approve the connec ted transactions or accept the filing of the connected transactions; and

(9) other matters delegated by the Board of Directors.




(5) to inspect the risk and compliance s ta tus , account ing pol ic ies , financial reporting procedures, and financial condition of the Bank;



(8) to conduct preliminary review on the connected transactions subject to the approval of the Board of Directors, and submit such transactions to the Board of Directors for approval;

(9) to the extent authorized by the Board of Directors, to review and approve the connec ted transactions or accept the filing of the connected transactions, and to control risks associated with connected transactions; and





(5) to inspect the risk and compliance s ta tus , account ing pol ic ies , financial reporting procedures, and financial condition of the Bank;



(8) to conduct preliminary review on the connected transactions subjected to the approval of the Board of Directors, and submit such transactions to the Board of Directors for approval;

(9) to the extent authorized by the Board of Directors, to review and approve the connec ted transactions or accept the filing of the connected transactions, and to control risks associated with connected transactions; and


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4. Article 22 The Risk Management Committee shall consist of at least three directors.The main responsibilities and authorities of the Committee include:(1) to supervise and assess the risk

control on credit, market and operation by senior management;

(2) to evaluate the periodic risk status of the Bank;

(3) To assess the working procedure and performance of the internal audit and compliance department;

(4) to provide comments on risk management and internal control of the Bank; and


Article 22 The Risk Management Committee shall consist of at least three directors.The main responsibilities and authorities of the Committee include:(1) to supervise and assess the risk

control on credit , l iquidity , market, operation, compliance and reputation by senior management;

(2) to evaluate the periodic risk status policies, risk management and risk tolerance of the Bank;

(3) to assess the working procedure and performance of the internal audit and compliance department;



Article 22 The Risk Management Committee shall consist of at least three directors.The main responsibilities and authorities of the Committee include:(1) to supervise and assess the risk

control on credit , l iquidity, market, operation, compliance and reputation by senior management;

(2) to evaluate the periodic risk policies, risk management and risk tolerance of the Bank;

(3) to assess the working procedure and performance of the internal audit and compliance department;



P u r s u a n t t o A r t i c l e 2 2 o f t h e C o r p o r a t e G o v e r n a n c e Guidelines, to amend Article 22 of the Rules of Procedure of the Board of Directors regarding the responsibilities of the risk management committee.

5. Art ic le 23 The Nomina t ion and Remuneration Committee shall consist of at least three directors, excluding directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to formulate the procedures and

standards for electing the directors and senior management, and to make recommendations to the Board of Directors;

(2) to conduct preliminary review on the qualifications of the directors and senior management, and to make recommendations to the Board of Directors;

Art ic le 23 The Nomina t ion and Remuneration Committee shall consist of at least three directors, excluding directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to formulate the procedures and



Art ic le 23 The Nomina t ion and Remuneration Committee shall consist of at least three directors, excluding directors nominated by the controlling shareholder. The chairman of such committee shall be an independent director.The main responsibilities and authorities of the Committee include:(1) to formulate the procedures and



Pursuant to Article 22 of the Corporate Governance Guidelines, to amend Art ic le 23 of the Rules of Procedure of the Board o f D i rec tors r ega rd ing the responsibilities of the nomination and remuneration committee.

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(3) to formulate the performance r e v i e w m e a s u r e s a n d remuneration schemes for the directors and supervisors, and to make recommendations on the remuneration schemes to the Board of Directors and to supervise the implementation of the remuneration schemes;

(4) t o p r o v i d e a d v i c e o n t h e remuneration scheme of senior management of the Bank to the Board, and supervise its implementation; and


(3) to deliberate the compensation management rules and policies of the entire bank, to formulate the performance review measures and remuneration schemes for the directors and supervisors members of senior management, and to make recommendations on the remuneration schemes to the Board of Directors and to supervise the implementation of the remuneration schemes;



(3) to deliberate the compensation management rules and policies of the entire bank, to formulate the performance review measures and remuneration schemes for the directors and members of sen ior management , and to m a k e r e c o m m e n d a t i o n s o n the remuneration schemes to the Board of Directors and to supervise the implementation of the remuneration schemes;



6. Article 28 The regular meetings of the Board of Directors shall be held at least four times each year. The meeting shall be convened by the chairman of the Board of Directors, and the written meeting notice and relevant materials shall be sent to all the directors ten days prior to the meeting.

Article 28 The regular meetings of the Board of Directors shall be held at least four times at approximately quarterly intervals each year, and the meeting shall be convened by the chairman of the Board of Directors.,Board Secretary is responsible for drawing the meeting notice, the written meeting notice and relevant materials shall be sent to all the directors and supervisors fourteen days prior to the meeting, and shall inform all parties to attend the meeting within reasonable time. The meeting notice shall include the date, address and duration of the meeting, reasons and issues, and the date of sending the notice.

Article 28 The regular meetings of the Board of Directors shall be held at least four times at approximately quarterly intervals each year, and the meeting shall be convened by the chairman of the Board of Directors.Board Secretary is responsible for drawing the meeting notice, the written meeting notice shall be sent to all the directors and supervisors fourteen days prior to the meeting, and shall inform all parties to attend the meeting in reasonable time. The meeting notice shall include the date, address and duration of the meeting, reasons and issues, and the date of sending the notice.

Pursuant to Section A.1.1 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, to amend that notice should be given at least fourteen days prior to a regular board meeting.

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7. Artic le 36 Working t ime of the independent directors for the Bank shall not be less than 15 days per year. Independent directors may appoint other independent directors to attend the meeting of the Board of Directors for them; however, the number of meeting attendance of a director himself/herself each year shall not be less than two third of the total number of the board meetings. If the directors have any of the circumstances stipulated in Article 15 (3), the Board of Directors and the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.

Artic le 36 Working t ime of the independent directors for the Bank shall not be less than 15 days per year. Independent directors may appoint other independent directors to attend the meeting of the Board of Directors for them; however, the number of meeting attendance of a director himself/herself each year shall not be less than two third of the total number of the board meetings. If the directors have any of the circumstances stipulated in Article 15 (3), the Board of Directors and the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.A director who is the head of the audit committee, the related party transactions c o n t r o l c o m m i t t e e , o r t h e r i s k management committee shall work at the Bank for at least 25 working days every year.

Artic le 36 Working t ime of the independent directors for the Bank shall not be less than 15 days per year. Independent directors may appoint other independent directors to attend the meeting of the Board of Directors for them; however, the number of meeting attendance of a director himself/herself each year shall not be less than two third of the total number of the board meetings. If the directors have any of the circumstances stipulated in Article 15 (3), the Board of Directors and the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.A director who is the head of the audit committee, the related party transactions c o n t r o l c o m m i t t e e , o r t h e r i s k management committee shall work at the commercial bank for 25 working days at a minimum every year.

Pursuant to paragraph 2 of the Article 55 of the Corporate Governance Guidelines, to add minimum working time of the head of the audit committee, the related party transactions control committee and the risk management committee to Article 36 of the Rules of Procedure of the Board of Directors regarding t h e r e s p o n s i b i l i t i e s o f t h e compensation committee.

8. Article 40 Vote of meeting of the Board of Directors (including video conference) shall be conducted by a show of hands or by a poll. If the director participates in the meeting through telephone conference or similar communication equipment, as long as he can make himself heard by the others participants at the meeting and can communicate with them, the director shall be deemed as has participated in the meeting in person. Each director has one vote. When the vote of against is equal to the vote in favor of, the chairman of the Board of Directors is entitled to a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.

Article 40 Vote of meeting of the Board of Directors (including video conference) shall be conducted by a show of hands or by a poll. If the director participates in the meeting through telephone conference or similar communication equipment, as long as he can make himself heard by the others participants at the meeting and can communicate with them, the director shall be deemed as has participated in the meeting in person. Each director has one vote. When the vote of against is equal to the vote in favor of, the chairman of the Board of Directors is entitled to a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.

Article 40 Vote of meeting of the Board of Directors (including video conference) shall be conducted by a show of hands or by a poll. If the director participates in the meeting through telephone conference or similar communication equipment, as long as he can make himself heard by the others participants at the meeting and can communicate with them, the director shall be deemed as has participated in the meeting in person. Each director has one vote. When the vote of against is equal to the vote in favor of, the chairman of the Board of Directors is entitled to a casting vote.The Board meeting can pass resolution by way of voting through written communication provided that the Directors are guaranteed to fully express their opinions and such resolution shall be signed by the participating Directors. Voting through written communication shall set a voting time limit, and Directors who fail to vote within such voting time limit shall be deemed as abstaining.

Pursuant to Paragraphs 2 and 3 of the Article 29 of the Corporate Corporate Governance Guidelines, to add material preparation and reasons explanation for voting through written communication to Article 40 of the Rules of Procedure o f the Board o f Directors.

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If voting through written communication is adopted, information regarding the matters for voting and the related backgrounds shall be served upon all directors at least three days at a minimum before voting. Directors shall have four business days at minimum to reply after receiving such information and backgrounds.If voting through written communication is adopted, the Board of Directors shall provide reasons for it.

If voting through written communication is adopted, information regarding the matters for voting and the related backgrounds shall be served upon all directors three days at a minimum before voting. Directors shall have four days at minimum to reply after receiving such information and backgrounds.If voting through written communication is adopted, the Board of Directors shall provide reasons for it.

9. Article 41 Resolutions of the Board of Directors shall be passed by votes of more than half of the directors. However, on consideration of the following matters, communication decision-making way shall not be adopted and the matters shall be approved by votes of more than two-thirds of all directors:(1) profit distribution plan and plans

to make up for losses;(2) p roposa l f o r i nc r ea s ing o r

decreasing registered capital;(3) proposal of merger, separation,

d i s s o l u t i o n , l i q u i d a t i o n o r changing the form of the Bank;

(4) proposal for the issue of debt securities or other valuable papers with the purpose of replenishment of the capital of the Bank as well as the listing thereof;

(5) proposal for repurchasing stocks of the Bank;

(6) amendment of the Articles of Association;

(7) appoint ing or removing the P r e s i d e n t o r o t h e r s e n i o r management of the Bank;

(8) major matters such as major investment and major assets disposal proposal;

Article 41 Resolutions of the Board of Directors shall be passed by votes of more than half of the directors. However, on consideration of the following matters, communication decision-making way shall not be adopted and the matters shall be approved by votes of more than two-thirds of all directors:(1) profit distribution plan and plans









Article 41 Resolutions of the Board of Directors shall be passed by votes of more than half of the directors. However, on consideration of the following matters, communication decision-making way shall not be adopted and the matters shall be approved by votes of more than two-thirds of all directors:(1) profit distribution plan and plans









Pursuant to Paragraph 4 of Article 29 of the Corporate Corporate Governance Guidelines, to add “(9) major equity changes, and financial restructuring” to Rules of Procedure of the Board of Directors Article 41.

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(9) other matters that more than half of the directors deem that will have a significant impact on the Bank and that shall be passed by more than two-thirds of the directors; and

(10) other matters that shall be passed by more than two-thirds of the directors according to laws, administrative regulations, rules and provisions of the Articles of Association.

(9) ma jo r equ i ty changes , and financial restructuring;



(9) ma jo r equ i ty changes , and financial restructuring;



10. Article 43 Minutes of the meeting shall be kept in detail. The participating directors and minutes keepers shall sign on the minutes.

Article 43 Minutes of the meeting shall be kept in detail. The participating directors and minutes keepers shall sign on the minutes.The proposers of all proposals shall be recorded in the meeting minutes.

Article 43 Minutes of the meeting shall be kept in detail. The participating directors and minutes keepers shall sign on the minutes.The proposers of all proposals shall be recorded in the meeting minutes.

Pursuant to Paragraph 2 of Article 27 of the Corporate Governance Guidelines, to add “the proposers of all proposals shall be recorded in the meeting minutes “ to Article 43 of the Rules of Procedure of the Board of Directors.

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Appendix Vi proposed Amendments to the rules of procedures of BoArd of superVisors

Proposed Amendments to the Rules of Procedure of the Board of Supervisors



1. Article 5 The election and discharge of shareholder representative supervisors and external supervisors shall be decided by the shareholders’ general meeting; employee representative supervisors shall be elected and removed through a democratic process by employees of the Bank. Directors, President of the Bank and other senior management may not serve concurrently as supervisors.

Article 5 The election and discharge of shareholder representative supervisors and external supervisors shall be decided by the shareholders’ general meeting; employee representative supervisors shall be elected and removed through a democratic process by employees of the Bank. Directors, President of the Bank and other senior management may not serve concurrently as supervisors.Employee representative supervisors shall be entitled to participate in the development of rules and regulations involving the vital interests of employees, and ac t ive ly a t t end supe rv i so ry inspections on the implementation thereof.

Article 5 The election and discharge of shareholder representative supervisors and external supervisors shall be decided by the shareholders’ general meeting; employee representative supervisors shall be elected and removed through a democratic process by employees of the Bank. Directors, President of the Bank and other senior management may not serve concurrently as supervisors.Employee representative supervisors shall be entitled to participate in the development of rules and regulations involving the vital interests of employees, and ac t ive ly a t t end supe rv i so ry inspections on the implementation thereof.

Pursuant to Paragraph 3 of Article 62 of the Corporate Governance Guidelines, to add the rights and duties of employee representative supervisors to Article 5 of the Rules of Procedure of the Board of Supervisors.

2. Article 8 The Board of Supervisors shall exercise the following functions and powers:(1) to supervise the performance of

the duties of directors and the senior management;

(2) to query the directors and senior management;

(3) to request the directors, the C h a i r m a n o f t h e B o a r d o f Di rec tors , the Pres ident o f t he Bank and o the r s en io r management to correc t any behavior which undermine the interests of the Bank;

(4) to propose the removal of or bring a lawsuit against, pursuant to the law, directors and the senior management who violates the laws, administrative regulations, rules, the Articles of Association or the resolutions adopted by the shareholders general meeting;

(5) to audit the directors and the senior managements upon their l e av ing f rom o f f i ce whe re necessary;


Article 8 The Board of Supervisors shall exercise the following functions and powers:(1) to supervise the performance of







Article 8 The Board of Supervisors shall exercise the following functions and powers:(1) to supervise the performance of







Pursuant to Article 32 of the Corporate Governance Guidelines, to add the matters the board of directors shall pay particular attention to into Article 8 of the Rules of Procedure of the Board of Supervisors;and to add “in performing its functions, the board of supervisors shall have the power to require the board of directors and the senior management to provide necessary informat ion on informat ion disclosure and audit, among others” to Article 8 of the Rules of Procedure of the Board of Supervisors pursuant to Article 37 of the Corporate Governance Guidelines.Pursuant to the relevant rules of the Guidelines on Consolidated Supervision over Banks (for Trial Implementation) issued by the CBRC, to add the corresponding supervision authority of the Board of Supervisors.

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(7) to verify the financial statements, o p e r a t i o n r e p o r t s , p r o f i t distribution plans and other f i n a n c i a l i n f o r m a t i o n a n d periodic reports to be submitted by the Board of Directors to the shareholders’ general meeting, for any doubt, the Board of Supervisors may assign certified accoun tan t s and p rac t i c ing auditors to assist in reviewing such information;

(8) to audit the operational decisions, the risk management and the internal control of the Bank, and provide guidance on the internal auditing activities of the Bank where necessary;


(10) to submi t p roposa l s to the shareholders’ general meeting;

(11) to propose the convening of the extraordinary shareholders’ general meeting and to convene and preside over the extraordinary shareholders’ general meeting when the Board of Directors does not fulfill its duty to convene and preside over the shareholders’ general meeting;

(12) to propose for the convening an interim meeting of the Board of Directors;

(13) to express views on matters regard ing qua l i ty o f c red i t assets, asset liability ratio and r i sk management and other matters in the report within five working days upon receiving the report delivered by the senior management to be submitted regularly to the banking regulatory agencies of the State Council pursuant to the provisions of the Bank; and







(13) to express views on matters regard ing qua l i ty o f c red i t assets, asset liability ratio and r i sk management and other matters in the report within five working days upon receiving the report delivered by the senior management to be submitted regularly to the banking regulatory agencies of the State Council pursuant to the provisions of the Bank;







(13) to express views on matters regard ing qua l i ty o f c red i t assets, asset liability ratio and r i sk management and other matters in the report within five working days upon receiving the report delivered by the senior management to be submitted regularly to the banking regulatory agencies of the State Council pursuant to the provisions of the Bank;

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(14) other funct ions and powers conferred by the shareholders’ general meeting as well as by applicable laws, administrative regulations and rules and the Articles of Association of the Bank.

Supervisors may attend the meetings of the Board of Directors. Supervisors attending the meetings can put forward questions or suggestions on the matters deliberated by the Board of Directors, but have no voting right. The supervisors attending the meetings of the Board of Directors as non-voting delegates shall report to the Board of Supervisors in relation to the meetings of the Board of Directors.The Board of Supervisors may designate supervisors to attend meetings of the senior management, if necessary.

(14) to supervise the consolidated m a n a g e m e n t o f t h e B a n k undertaken by the Board of Directors; and


In performing the aforesaid functions, the Board of Supervisors shall pay particular attention to the following:(1) Overseeing the establishment

of a robust business philosophy and value principles and the formulation of strategies suitable to the Bank by the Board of Directors.

(2) Regularly assessing the objectivity, rationality and effectiveness of the development strategies formulated by the board of directors and preparing assessment reports.

(3) Conducting supervisory inspection on the business decision-making, risk management, and internal control, among others, of the Bank and urging rectifications.

(4) Overseeing the selection and appointment procedures for directors.

(5) Comprehensively reviewing the performance of directors, supervisors, and members of the senior management.

(14) to supervise the consolidated m a n a g e m e n t o f t h e B a n k undertaken by the Board of Directors; and


In performing the aforesaid functions, the Board of Supervisors shall pay particular attention to the following:(1) Overseeing the establishment

of a robust business philosophy and value principles and the formulation of strategies suitable to the Bank by the Board of Directors.

(2) Regularly assessing the objectivity, rationality and effectiveness of the development strategies formulated by the Board of Directors and preparing assessment reports.

(3) Conducting supervisory inspection on the business decision-making, risk management, and internal control, among others, of the Bank and urging rectifications.

(4) Overseeing the selection and appointment procedures for directors.

(5) Comprehensively reviewing the performance of directors, supervisors, and members of the senior management.

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(6) Overseeing the objectivity and rationality of the compensation rules and policies of the entire bank and compensation plans fo r members o f t he sen io r management.

(7) Regularly communicating with the banking supervisory authorities regarding the Bank.

Supervisors may attend the meetings of the Board of Directors. Supervisors attending the meetings can put forward questions or suggestions on the matters deliberated by the Board of Directors, but have no voting right. The supervisors attending the meetings of the Board of Directors as non-voting delegates shall report to the Board of Supervisors in relation to the meetings of the Board of Directors.In performing its functions, the Board of Supervisors shall have the power to require the Board of Directors and the senior management to provide necessary information on information disclosure and audit, among others. The Board of Supervisors may designate supervisors to a t tend meet ings of the senior management, if necessary.

(6) Overseeing the objectivity and rationality of the compensation rules and policies of the entire bank and compensation plans fo r members o f t he sen io r management.

(7) Regularly communicating with the banking supervisory authorities regarding the Bank.

Supervisors may attend the meetings of the Board of Directors. Supervisors attending the meetings can put forward questions or suggestions on the matters deliberated by the Board of Directors, but have no voting right. The supervisors attending the meetings of the Board of Directors as non-voting delegates shall report to the Board of Supervisors in relation to the meetings of the Board of Directors.In performing its functions, the Board of Supervisors shall haves the power to require the Board of Directors and the senior management to provide necessary information on information disclosure and audit, among others. The Board of Supervisors may designate supervisors to a t tend meet ings of the senior management, if necessary.

3. Article 26 Working time of the external supervisors for the Bank shall not be less than 15 days per year. External supervisors may appoint other external supervisors to attend the meetings of the Board of Supervisors for them; however, the number of meeting attended in person of a supervisor each year shall not be less than two thirds of the total number of the meetings of the Board of Supervisors. If the external supervisors have any of the circumstances stipulated in Article 13 (3), the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.

Artic le 26 Working t ime of the shareholder representative supervisors and the external supervisors for the Bank shall not be less than 15 days per year. External supervisors may appoint other external supervisors to attend the meetings of the Board of Supervisors for them; however, the number of meeting attended in person of a supervisor each year shall not be less than two thirds of the total number of the meetings of the Board of Supervisors. If the external supervisors have any of the circumstances stipulated in Article 13 (3), the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.

Artic le 26 Working t ime of the shareholder representative supervisors and the external supervisors for the Bank shall not be less than 15 days per year. External supervisors may appoint other external supervisors to attend the meetings of the Board of Supervisors for them; however, the number of meeting attended in person of a supervisor each year shall not be less than two thirds of the total number of the meetings of the Board of Supervisors. If the external supervisors have any of the circumstances stipulated in Article 13 (3), the Board of Supervisors shall appeal to the shareholders’ general meeting for removal.

Pursuant to Article 37 of the Corporate Governance Guidelines, to add the rules on working time of the shareholder representative supervisors to Article 26 of the Rules of Procedure of the Board of Supervisors.

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APPENDIX VII LETTER of ADVIcE fRoM THE INDEPENDENT BoARD coMMITTEE



(Stock Code: 998)

25 April 2014

To the Independent Shareholders

Dear Sir or Madam,

THE CONTINUING CONNECTED TRANSACTIONS UNDER CITIC BANK AND CITIC GROUP ASSET TRANSFER FRAMEWORK AGREEMENT

AND THE CORRESPONDING ANNUAL CAP

THE CONTINUING CONNECTED TRANSACTIONS UNDER CITIC BANK AND CITIC GROUP WEALTH MANAGEMENT AND INVESTMENT SERVICES

FRAMEWORK AGREEMENT AND THE CORRESPONDING ANNUAL CAP

ACQUISITION OF PROPERTY

We refer to the circular dated 25 April 2014 of the Bank (the “Circular”) of which this letter forms a part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

On 27 March 2014, the Board announced that (1) the Bank entered into a new CITIC Bank and CITIC Group Asset Transfer Framework Agreement and CITIC Bank and CITIC Group Wealth Management and Investment Services Framework Agreement with CITIC Group governing the terms and conditions of any transactions in respect of the loan and other related asset transfer and the wealth management and investment services between the Bank and CITIC Group and its associates. The CITIC Bank and CITIC Group Asset Transfer Framework Agreement and the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement will have a term of one year expiring on 31 December 2014. The above mentioned two transactions constitute continuing connected transactions; (2) that the Bank entered into an Agreement of Intent with CITIC Heye, to acquire the Property, which constitutes discloseable and connected transaction.

We have been appointed as the Independent Board Committee to make a recommendation to the Independent Shareholders as to whether, in our opinion, (1) the continuing connected transactions under CITIC Bank and CITIC Group Asset Transfer Framework Agreement and the corresponding annual cap; (2) the continuing connected transactions under CITIC Bank and CITIC Group Wealth Management and Investment Services Framework Agreement and the corresponding annual cap; (3) Acquisition of Property and the corresponding annual cap are fair and reasonable and in the interests of the Bank and the Shareholders as a whole.

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APPENDIX VII LETTER of ADVIcE fRoM THE INDEPENDENT BoARD coMMITTEE

TC Capital Asia Limited has been appointed as the independent financial adviser to the Independent

Board Committee and the Independent Shareholders on the fairness and reasonableness of (1) the

continuing connected transactions under the CITIC Bank and CITIC Group Asset Transfer Framework

Agreement and the corresponding annual cap; (2) the continuing connected transactions under the CITIC

Bank and CITIC Group Wealth Management and Investment Services Framework Agreement and the

corresponding annual cap. The letter of advice from TC Capital Asia Limited containing recommendations

and the principal factors that they have taken into account in arriving at their recommendations are set out

in Appendix VIII of this Circular.

GF Capital (Hong Kong) Limited has been appointed as the independent financial adviser to the

Independent Board Committee and the Independent Shareholders on the fairness and reasonableness

of the Acquisition of Property. The letter of advice from GF Capital (Hong Kong) Limited containing

recommendations and the principal factors that they have taken into account in arriving at their

recommendations are set out in Appendix IX of this Circular.

Having taken into account the information set out in the letter from the Board and the principal

factors, reasons and recommendations set out in the letters from TC Capital Asia Limited and GF

Capital (Hong Kong) Limited, respectively, we consider the continuing connected transactions and the

corresponding annual caps to be on normal commercial terms, fair and reasonable and in the interests of

the Bank and the Shareholders as a whole.

Accordingly, we recommend that the Independent Shareholders vote in favour of the ordinary

resolution set out in the notice of the AGM on pages 137 to 139 of this Circular to approve the continuing

connected transactions and the corresponding annual caps.

Yours faithfully,

Li Zheping Xing Tiancai Liu Shulan Wu Xiaoqing Wong Luen Cheung Andrew

Independent

non-executive

Director

Independent

non-executive

Director

Independent

non-executive

Director

Independent

non-executive

Director

Independent

non-executive

Director

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APPENDIX VIII LETTER FROM TC CAPITAL ASIA LIMITED

25 April 2014

The Independent Board Committee and the Independent Shareholders

China CITIC Bank Corporation Limited

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board

Committee and the Independent Shareholders in relation to the (1) CITIC Bank and CITIC Group Wealth

Management and Investment Service Framework Agreement; and (2) CITIC Bank and CITIC Group Asset

Transfer Framework Agreement (collectively the “Framework Agreements”) entered into between the Bank

and CITIC Group, and their corresponding proposed annual caps for the year ending 31 December 2014

(the “Annual Caps”). Details of the terms of the Framework Agreements and the Annual Caps are set

out in the “Letter from the Board” (the “Board Letter”) contained in the circular of the Bank dated

25 April 2014 issued to the Shareholders (the “Circular”), of which this letter forms part. Terms used in

this letter shall have the same meanings as those defined in the Circular, unless otherwise specified.

Our role as independent financial adviser is to give our opinion as to whether the Framework

Agreements and the Annual Caps are in the interests of the Bank, on normal commercial terms, fair and

reasonable insofar as the Independent Shareholders are concerned and in the interests of the Bank and the

Shareholders as a whole.

In formulating our opinion and recommendation, we have considered, among other things, (i) the

Framework Agreements; (ii) the 2012 annual report of CITIC Group; (iii) the 2013 annual results

announcement and 2012 annual report of the Bank; and (iv) other information as set out in the Circular.

We have also relied on all relevant information, opinions and facts supplied and represented by

the Bank, the Directors and the management of the Bank. We have assumed that all such information,

opinions, facts and representations, including those contained or referred to in the Circular, for which

the Bank is fully responsible, were true and accurate in all respects as at the date hereof and may be

relied upon. We have no reason to doubt the truth, accuracy and completeness of the information and

representations provided to us by the Bank, and the Bank has confirmed that no material facts have been

withheld or omitted from the information provided and referred to in the Circular, which would make any

statement therein misleading.

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We consider that we have reviewed sufficient information currently available to reach an informed

view and to justify our reliance on the accuracy of the information contained in the Circular so as to

provide a reasonable basis for our recommendation. We have not, however, carried out independent

verification of the information provided by the Directors and the representatives of the Bank, nor have

we conducted any form of in-depth investigation into the businesses, affairs, operations, financial position

or future prospects of the Bank, the Group, the CITIC Group and any of their respective subsidiaries and

associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinions on the Framework Agreements and the Annual Caps, we have taken into

consideration the following principal factors and reasons:

I. Background and reasons for entering into of the Framework Agreements and the Annual Caps

The Bank is principally engaged in the provision of financial products and services, corporate

banking and personal banking services as well as treasury capital market operations in the PRC.

CITIC Group is a state-owned transnational holding conglomerate established in the PRC

pursuant to the approval of the State Council of China and is a substantial Shareholder.

The Bank has been cooperating with CITIC Group and its associates in respect of wealth

management services since 2006. According to the annual reports of the Bank, the Bank has

been focusing on expanding the source channels of wealth management assets and improving the

quality of its services. As a result, the Bank increased the issuance scale and integrated yields of

wealth management products. In view of the (i) developing wealth management services business;

(ii) expected growth of the securities market and insurance market in the PRC; (iii) anticipated

increase in the demand of wealth management and investment services from CITIC Group and its

associates; and (iv) the Bank’s plan to place more emphasis on its wealth management services in

the ordinary course of business, the Directors entered into the CITIC Bank and CITIC Group Wealth

Management and Investment Service Framework Agreement to continue cooperation with CITIC

Group and its associates.

The Bank has been selling interest in loan and other related assets to CITIC Group and its

associates since 2007. Loan assets transfers are commonly used by financial institutions to adjust

their loan portfolio by transferring certain loan assets in or out of their loan portfolio in order to

achieve a desired loan portfolio mix based on their desired risk, return or liquidity. In view of

the growing amount of loan assets of the Bank coupled with the fact that loan assets transfer is a

necessary way to adjust its loan portfolio, the demand for loan assets transfers will continue in the

forthcoming years. Moreover, the volume of loan assets transfers is also affected by the wealth

management services business of the Bank, of which is expected to develop further as discussed

above. Taken into consideration the aforesaid, the Directors entered into the CITIC Bank and CITIC

Group Asset Transfer Framework Agreement to take advantage of CITIC Group and its associates’

ability to buy or sell loan assets from and to the Bank as well as to facilitate the wealth management

services business of the Bank.

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Having considered (i) the wealth management services business of the Bank has been growing and the fees to be received from CITIC Group and its associates is of revenue source; (ii) loan assets transfers allow the Bank to manage its loan asset portfolio, which is a rudimentary function of a bank in managing its loan portfolio, it also facilitates the wealth management services business and serves as an additional profitability pipeline; (iii) the long-established relationship between the Bank and CITIC Group and its associates; (vi) the familiarity with each other’s business and transaction model between the Bank and CITIC Group and its associates; and (v) the Annual Caps will allow the Bank to capture anticipated increase in wealth management services and loan assets transfers, we concur with the Directors’ view that the entering into of the Framework Agreements is in the ordinary and usual course of business of the Bank, and are in the interests of the Bank and the Shareholders as a whole.

II. Principal Terms of the Framework Agreements

1) Principal terms of the CITIC Bank and CITIC Group Wealth Management and

Investment Service Framework Agreement are summarized below:

Date : 27 March 2014

Parties : (1) The Bank; and

(2) CITIC Group

Subject matter : The Bank will provide wealth management and investment services to CITIC Group and its associates, including non principal-guaranteed wealth management services and agent services, principal-guaranteed wealth management services, and investments with the Bank’s own funds.

The associates of CITIC Group will provide the Bank with financial intermediation services, such as trust services and management services.

Payment terms : The payment terms will be specified on each separate contract to be agreed by both parties.

Pricing mechanism : Principal-guaranteed wealth management and investment service–proceeds&cost

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For trustee fee,consulting fee and management fee payable by the Bank: the Bank will conclude the price through market price enquiries, while taking into consideration the service level of the historical counter party, including timeliness of operation, entirety of issued report, operational control, after-sales service, diligence and other conditions under the agreement. By conducting market price enquiries, the Bank will seek for price quotations from at least two service providers and will compare such price quotations and set fair and reasonable price.

For investments return of the Bank : the Bank will

obtain the then prevailing market prices of similar wealth

management products through channels such as financial

advisor terminal and China Banking Wealth Management

Information website of China Banking Association (http://

www.cbalicai.com/), and will make reference to terms of the

products, previous management performance and credibility

of the counter party when choosing an investment product.

When entering into specific service agreement, the parties

will determine the prices of the financial products in

accordance with the type and scope of service through arm’s

length negotiation and on normal commercial terms, which

will be no less favourable to the Bank than terms available

to or from independent third parties. The parties will make

real-time adjustments to the prices in accordance with the

changes of market prices.

Term : The agreement shall be effective upon execution and internal approval by both parties as well as approval by the relevant governing authorities. The agreement shall expire on 31 December 2014 and is renewable subject to the agreement of the parties and the compliance with the Hong Kong Listing Rules.

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In assessing the fairness and reasonable of the principle terms of the CITIC Bank and

CITIC Group Wealth Management and Investment Service Framework Agreement, we

have obtained and reviewed sample contracts and invoices of historical transactions

between the Bank and CITIC Group and its associates against the similar transactions

between the Bank and independent third parties. We note that the terms, in particular,

the pricing mechanism, under the contracts of individual transactions between the

Bank and CITIC Group and its associates are no less favorable than the terms between

the Bank and independent third parties. We also notice that the principal terms under

the CITIC Bank and CITIC Group Wealth Management and Investment Service

Framework Agreement are similar to those under the CITIC Bank/CITIC Group

Wealth Management Service Framework Agreement entered into between the Bank and

CITIC Group on 27 December 2012 (“2012-2013 CITIC Bank/CITIC Group Wealth Management Service Framework Agreement”).

CITIC Group and its associates have undertaken to the Bank that the terms of the

wealth management products and services to be provided to Bank under the CITIC

Bank and CITIC Group Wealth Management and Investment Service Framework

Agreement will be no less favorable than those available from/offer to independent

third parties.

In regards to pricing mechanism, the prices of wealth management products will be

determined with reference to prevailing market prices obtained from financial advisor

terminals as well as China Banking Wealth Management Information website of China

Banking Association (http://www.cbalicai.com/). We have reviewed the China Banking

Wealth Management Information website of China Banking Association and noted

that it is a national wealth management information website sponsored by the China

Banking Association and approved by the China Banking Regulatory Commission.

As such, we are of the view that market prices of wealth management products listed

therein would reflect their fair market values. On the other hand, the trustee fees and

consulting fees payable will be made with reference to market prices obtained through

enquiries from at least two service providers so the Bank can ensure the fees payable

are no less favorable to the Bank than those offered by independent third parties. In

view of the above, we consider the pricing mechanism under the CITIC Bank and

CITIC Group Wealth Management and Investment Service Framework Agreement fair

and reasonable.

We have also discussed with the management of the Bank and we were advised that

the Bank will conduct pricing enquiries by consulting and comparing at least two

service providers to select favourable price and terms, or reference several other

contemporaneous transactions with unrelated third parties for the wealth management

products and services in similar quantities to determine if the price and terms offered

by a connected person are fair and reasonable and comparable to those offered by

independent third parties. We are of the view the above said procedure is effective to

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ensure terms obtained by the Bank from CITIC Group will be no less favorable than

those available from independent third parties as the pricing enquiry process and the

comparison with contemporaneous transactions with unrelated third parties allows the

Bank to make a fair comparison of market prices and obtain fair market values of the

wealth management products and services in the market.

Having considered the above, we concur with the Directors’ view that the terms

(including the pricing mechanism) under the CITIC Bank and CITIC Group Wealth

Management and Investment Service Framework Agreement are fair and reasonable,

on normal commercial terms, and in the interests of the Bank and the Shareholders as

a whole.

2) Principal terms of the CITIC Bank and CITIC Group Asset Transfer Framework

Agreement are summarized below:

Date : 27 March 2014

Parties : (1) The Bank; and

(2) CITIC Group

Subject matter : The Bank will sell and buy interests (including but not

limited to, directly or through asset management plan,

asset securitization, factoring and other forms) in loans and

related assets (corporate loan assets, retail loan assets and

interbank loan receivables) to and from CITIC Group and

its associates.

Payment terms : The payment terms will be specified on each separate

contract to be agreed by both parties.

Pricing mechanism : The price payable by the transferee to the transferor shall be

determined on the basis of the following principles:

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1) Normal asset transfer: the transfer of loan assets

to connected person shall comply with the principle

of integrity and in accordance with regulatory

requirements. In the transfer of loan asset by the

transferor to the transferee, the principal under the

loan is taken as the consideration, while taking into

consideration other factors such as market supply and

the obligation to be assumed by the Bank after the

transfer. Such obligation refers to the subsequent loan

management services to be provided by the Bank

with respect to the transferred assets and the service

fee rate which generally ranges between 0~2% of the

principal of the loan;

2) Securitization asset transfer: connected person

will not transfer asset to the Bank by way of

asset securitization. In setting the interest rate for

securitized loan asset, the Bank adopts the loan

principal as the consideration of the transaction, while

making reference to bond yield of similar products in

the PRC inter-bank market as disclosed on websites

of China Central Depository & Clearing Company

Limited (www.chinabond.com.cn/) and China Foreign

Exchange Trade System (www.chinamoney.com.

cn/en/index.html) as well as through price enquiry

process with investors. Specific terms (e.g., price,

amount, total price and payment of purchase price)

will be determined at the time of execution of the

agreement under the particular transaction; and

3) No government-prescribed price is currently available

for asset transfer transactions. Where there is a

government-prescribed price in the future, such price

shall prevail.

Term : The agreement shall be effective upon execution and

internal approval by both parties as well as approval by the

relevant governing authorities. The agreement shall expire

on 31 December 2014 and is renewable subject to the

agreement of the parties and the compliance with the Hong

Kong Listing Rules.

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In assessing the fairness and reasonable of the principle terms of the CITIC Bank and

CITIC Group Asset Transfer Framework Agreement, we have obtained and reviewed

sample contracts and invoices of historical transactions between the Bank and CITIC

Group and its associates against the similar transactions between the Bank and

independent third parties. We note that the terms, in particular, the pricing mechanism

and payment terms, under the contracts of individual transactions between the Bank

and CITIC Group and its associates are no less favorable than the terms between the

Bank and independent third parties. We also notice that the principal terms under the

CITIC Bank and CITIC Group Asset Transfer Framework Agreement are similar to

those under the CITIC Bank/CITIC Group Loan Asset Transfer Framework Agreement

entered into between the Bank and CITIC Group on 11 August 2010 (“2011-2013 CITIC Bank/CITIC Group Loan Asset Transfer Framework Agreement”).

Under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement, CITIC

Group and its associates have agreed that the transactions to be conducted between the

parties shall be made on terms no less favorable to the Bank than those available from/

to independent third parties.

We have discussed with the management of the Bank and were advised that the

Bank will compare the market prevailing prices of various financial products with

comparable duration, interest rates, securities, while making reference to bond yields

of similar products in the PRC inter-bank market as disclosed on websites of China

Central Depository & Clearing Company Limited (www.chinabond.com.cn/) and China

Foreign Exchange Trade System (www.chinamoney.com.cn/en/index.html). The Bank

will also conduct price enquiries with at least three investors to agree on a fair and

reasonable market price. Taking into consideration that market prices and bond yields

of similar products are publicly available and reflects the fair market value of the

comparable financial products, we are of the view that such procedure is an effective

means to ensure terms obtained by the Bank from CITIC Group and its associates

will be no less favorable than those available from independent third parties as market

prices are publicly available and reflects the fair value of the financial products.

In regards to the pricing mechanism, the transfer of normal asset will be priced based

on the principal of such loan while taking into consideration of other factors such

as the Bank’s risk exposure after the transfer and the asset transfers through asset

securitization will be priced based on the principal of such loan and with reference to

bond yield of similar products disclosed on websites of China Central Depository &

Clearing Company Limited (www.chinabond.com.cn/) and China Foreign Exchange

Trade System (www.chinamoney.com.cn/en/index.html) in the PRC inter-bank market.

We have reviewed the websites of China Central Depository & Clearing Company

Limited and China Foreign Exchange Trade System and noted that 1) China Central

Depository & Clearing Company Limited is a state-owned company established with

the consent of the State Council of the PRC to undertake the function of centralized

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depository and settlement for the inter-bank bond market, it provides market data

and news in relation to bonds issued in the PRC; and 2) China Foreign Exchange

Trade System is a sub-institution of the People’s Bank of China, its core function

include providing, among others, market data on bond market and undertakes routine

monitoring of market transactions in the PRC. Having considered that both normal and

securitized asset transfers will be priced based on the principal of loan which reflects

the intrinsic value of such asset, while securitized asset transfers prices will also be

determined with reference to bond yields obtained from reliable sources such as China

Central Depository & Clearing Company Limited and China Foreign Exchange Trade

System, we are of the view the pricing mechanism under the CITIC Bank and CITIC

Group Asset Transfer Framework Agreement is fair and reasonable.

Having considered the above, we concur with the Directors’ view that the terms

(including the pricing mechanism) under the CITIC Bank and CITIC Group Asset

Transfer Framework Agreement are fair and reasonable, on normal commercial terms,

and in the interests of the Bank and the Shareholders as a whole.

III. Historical transactions and the Annual Caps

The table below sets forth the historical aggregated transaction amounts for the three years

ending 31 December 2013 and the proposed annual caps under the Framework Agreements for the

year ending 31 December 2014:

Historical figures (in RMB million)31 December

Annual Caps(in RMB million)

31 December2011 2012 2013 2014

CITIC Bank and CITIC Group Wealth Management and Investment Service Framework AgreementPrincipal-guaranteed wealth

management services &

investment service

Proceeds & cost (Bank Investment) 3 0.65 0.30 6,300

Balance of investment 0 0 0 80,000

CITIC Bank and CITIC Group Asset Transfer Framework AgreementAmount of transaction 0 72.4 18,457 47,100

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1) CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement

In determining the proposed annual caps for the year ending 31 December 2014 under

the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework

Agreement, the Directors have taken into consideration of the following:

Principal-guaranteed wealth management and investment service

1) the investment and finance system of the PRC is undergoing a reform, and

coupled with the booming direct financing market, have led to improvements in

risk awareness and tolerance of PRC residents in relation to investments in the

securities, financial services and life insurance markets in the PRC;

2) there are numerous industry-leading, large-scale and active non-bank financial

enterprises within CITIC Group. The Bank will deepen cooperation with

non-bank financial enterprises within CITIC Group in years ahead, and the

transaction volume will be significantly improved. The wealth management

business will include investments in the financial products (including trust

scheme, beneficiary right of trust, assets management scheme of securities

companies and the specific scheme of funds) issued or formed by financial

institutions such as securities companies, funds, insurance companies and trusts;

3) the Bank’s own pool of funds invested in securities companies, funds,

insurances, trusts and other financial products (including trust plans, trust

beneficiaries, securities asset management plans, specialized fund plans) issued

or established by financial institutions has been developing rapidly. The duration

of investment is relatively short and future investment scale will expand further,

therefore, the proposed annual cap is sizeable;

4) the Bank’s proprietary capital investment segment has been developing slowly

in the past. The Bank will enlarge the scale of this business segment in the years

ahead by considering reasonable allocation of funds, investment diversifications,

security of investments, increase capital gains and other considerations;

5) CITIC Group and its associates are expected to maintain steady growth in the

demand for capital and CITIC Bank will issue wealth management products to

satisfy such need; and

6) the Bank has sufficient knowledge and confidence in the quality of assets issued

by related parties, and will attempt to have more of the existing proprietary

capital invested into the wealth management products with good quality

structure.

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In regards to investment service, the Bank regularly purchases investment

products issued by CITIC Group and its associates. In this connection, we are of the

view that such connected transactions should be considered from a daily maximum

balance perspective.

The goal of connected transaction requiring Shareholders’ approval is to ensure

that such transactions does not expose Independent Shareholders to risk or unfair

transactions brought about by the connect persons. In the case of goods purchase

or sale involving a connected person, as long as prices and terms are fair or better

than the market, the listed issuer does not face any other risk. However, in the case

if investment products under principal-guaranteed wealth management services &

investment service, the Bank face an additional risk aside from the aforementioned

risk, i.e. counterparty risk, as the investment products are issued by CITIC Group and

its associates.

In order to mitigate such counterparty risk, the total exposure of the Bank to a

connected person should be limited at any given time. As a result, the determination

of annual cap of these types of transaction should be based on a maximum limit at

a specific time, which in the case of the Bank, a daily maximum limit. Furthermore,

investment products under principal-guaranteed wealth management services &

investment service are financial instruments, which in the context of the Bank’s

operation, a highly tradable commodity. As a result, restricting or capping the amount

that the Bank may trade these investment products by utilizing a accumulated balance

may in fact be detrimental to the financial health of the Bank as the Bank should be

able to purchase or liquidate these investment products freely depending on the market

sentiment of these investment products.

Therefore, we are of the view that the investment products should be capped

at a daily maximum balance and not a transacted or accumulated balance as this

figure is less meaningful and may even be misleading for Independent Shareholders.

Furthermore, we noted that daily maximum balance is commonly used by companies

listed on the Stock Exchange for financial services involving deposits services provided

by connected persons, which is similar in nature to purchasing investment products

issued by CITIC Group.

In assessing whether the proposed annual caps under the CITIC Bank and CITIC

Group Wealth Management and Investment Service Framework Agreement is fair and

reasonable, we have considered the following:

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The cash and deposits balance of CITIC Group and its associates and the Bank

According to the 2012 annual report of CITIC Group, CITIC Group and its

associates had cash and deposits balance of approximately RMB750.8 billion as at

31 December 2012. On the other hand, the Bank, a subsidiary of CITIC Group,

has cash and balances with central bank of approximately RMB428.2 billion and

deposits with banks and non-bank financial institutions of approximately RMB236.6

billion. This would imply that CITIC Group (excluding the Group) has approximately

RMB86.0 billion in cash and deposits that could be or has already been utilized for

the CITIC Bank and CITIC Group Wealth Management and Investment Service

Framework Agreement.

On the other hand, according to the 2012 annual report of the Bank, the

Bank had deposits with banks and non-bank financial institutions of approximately

RMB236.6 billion and placements with banks and non-bank financial institutions

of approximately RMB151.8 billion. This would imply that, together with cash

and deposits of approximately RMB86.0 billion from CITIC Group, the Bank had

approximately RMB474.4 billion in cash and deposits that could be utilized for

investment in financial products issued by CITIC Group and its associates.

In addition, according to the 2013 annual results announcement and 2012

annual report of the Bank, the Bank also had investments in debt securities and equity

instruments valued at approximately RMB346.0 billion and investments in trust

investment plans, investment management products, wealth management products,

corporate bonds and other investments valued at approximately RMB56.0 billion.

Taking into consideration the (i) cash and deposits of the Bank; (ii) cash and deposits

of CITIC Group that could be utilized for the CITIC Bank and CITIC Group Wealth

Management and Investment Service Framework Agreement; (iii) expected growth

in the demand of wealth management services from CITIC Group; and (iv) the Bank

has been actively investing in financial products, we are of the view that the proposed

annual cap relating to proceeds & cost (Bank investment) and daily maximum balance

of investment concerning investment service for the year ending 31 December 2014 is

fair and reasonable.

Having considered the aforesaid, we concur with the Directors’ view that

the proposed annual caps for the year ending 31 December 2014 under the CITIC

Bank and CITIC Group Wealth Management and Investment Service Framework

Agreement is fair and reasonable, and in the interests of the Bank and the Independent

Shareholders as a whole.

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2) CITIC Bank and CITIC Group Asset Transfer Framework Agreement

In determining the proposed annual cap for the year ending 31 December 2014 under

the CITIC Bank and CITIC Group Asset Transfer Framework Agreement, the Directors have

taken into consideration of the following:

1) the business scale of the Bank for the previous year, the expected demand for

market financing, and the annual work plan of the Bank;

2) the consistent implementation of ”prudent monetary policy” commenced in 2013

by the People’s Bank of China, which cuts the growth of credit supply gradually

in the domestic market, while the public demand for financing remains high,

and the level of interest rates continue to climb;

3) CITIC Group and its associates have a strong capacity to absorb the loan assets

transferred by the Bank and it is expected the volume of the loan asset transfer

transactions between the Bank and CITIC Group and its associates to increase

steadily in the near future; and

4) the innovative development of the inter-bank products on the market, and the

anticipation that the interbank asset transfer business of the Bank will have a

breakthrough in the several years ahead.

We noted that the Bank will aggregate the gross purchase and sale transaction in

determining the proposed annual cap as it revolves around loan assets which can be easily

determined as they are related to asset management plan, asset securitization, factoring,

corporate loan assets, retail loan assets and interbank loan receivables. We are of the view that

this form of calculation is fair and reasonable for this asset class and for the purpose of the

Bank. In assessing whether the proposed annual cap for the year ending 31 December 2014

under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement is fair and

reasonable, we have considered the following:

The loan assets of the Bank

The Bank has been experiencing satisfactory growth in its loan assets portfolio.

Total average balance of corporate loans of the Bank increased from approximately

RMB680.0 billion in 2009 to approximately RMB1,280.0 billion in 2013, representing

an approximately increase of approximately 88%. According to the 2013 annual

results announcement of the Bank, total loans and advances to customers amounted to

approximately RMB1941.2 billion. Therefore, the proposed annual cap of RMB47.1 billion

for the year ending 31 December 2014 accounts for approximately 2.4% of total loans

and advances to customers as at 31 December 2013. Considering the (i) large amount

of total loans and advances of the Bank; (ii) anticipated increase in loan assets of the

Bank; (iii) capacity of CITIC Group and its associates to take up loan assets; and (iv)

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loan assets transfers allow the Bank to manage its loan portfolio mix to suit its needs,

meet the capital adequacy ratio set by the China Banking Regulatory Commission and

also mitigate risk associated with loan assets, the proposed annual cap of RMB47.1

billion for the year ending 31 December 2014 is a fair and reasonable figure.

Facilitation of wealth management business of the Bank

Under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement,

the Bank will also conduct loan assets transfers through its wealth management

services business and given that wealth management services business is expected to

grow as discussed above, it is expected that the demand for loan assets transfers will as

well increase accordingly.

Having considered the aforesaid, we concur with the Directors’ view that the

proposed annual cap for the year ending 31 December 2014 under the CITIC Bank and

CITIC Group Asset Transfer Framework Agreement is fair and reasonable, and in the

interests of the Bank and the Independent Shareholders as a whole.

RECOMMENDATION

Having considered the principal factors and reasons as discussed above, in particular (i) the wealth

management and investment service is part of the business of the Bank that is provided in the ordinary and

usual course of business, and (ii) the asset transfer allows the Bank to transfer loan assets in or out of its

portfolio to adjust its loan asset portfolio mix is necessary for the operation of a financial institution, we

are of the view that the Framework Agreements and the Annual Caps are in the interests of the Bank, on

normal commercial terms, fair and reasonable insofar as the Independent Shareholders are concerned and

in the interests of the Bank and the Shareholders as a whole.

Accordingly, we would recommend that the Independent Shareholders and the Independent Board

Committee advise the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed

at the upcoming AGM to approve the transactions contemplated under the Framework Agreements and the

Annual Caps.

Yours faithfully,

For and on behalf of

TC Capital Asia LimitedEdward Wu

Managing Director

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APPENDIX IX LETTER FROM GF CAPITAL (HONG KONG) LIMITED

The following is the text of a letter of advice from GF Capital (Hong Kong) Limited to the

Independent Board Committee and the Independent Shareholders in relation to the Acquisition as

contemplated under the Agreement of Intent for the purpose of incorporation in this circular.

29-30/F, Li Po Chun Chambers

189 Des Voeux Road Central, Hong Kong

25 April 2014

To the Independent Board Committee

and the Independent Shareholders of


Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTIONACQUISITION OF PROPERTY

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board

Committee and the Independent Shareholders in respect of the principal terms of the Agreement of

Intent and the Acquisition as contemplated thereunder. Further details of the Agreement of Intent and the

Acquisition are set out in the letter from the Board (the “Letter from the Board”) in the circular of the

Bank to the Shareholders dated 25 April 2014 (the “Circular”), of which this letter forms part. Capitalised

terms used in this letter shall have the same meanings as those defined in the Circular unless the context

otherwise requires.

The Board announced that on 27 March 2014, the Bank entered into the legally-binding Agreement

of Intent with CITIC Heye (北京中信和業投資有限公司) (being a wholly-owned subsidiary of

CITIC Group), pursuant to which the Bank agreed to acquire the Property therefrom for a provisional

consideration of RMB10,407.1586 million (approximately HK$12,973.2718 million)(the “Consideration”).

As the Latest Practicable Date, CITIC Group is the controlling shareholder of CITIC Heye and the

Bank is a subsidiary of CITIC Group. As such, CITIC Heye is a connected person of the Bank under the

Hong Kong Listing Rules. As the highest applicable percentage ratio as defined under Rule 14.07 of the

Hong Kong Listing Rules in respect of the Acquisition contemplated under the Agreement of Intent is more

than 5% but less than 25% and the total consideration exceeds HK$10 million, the Acquisition constitutes

a non-exempt connected transaction of the Bank under Chapter 14A of the Hong Kong Listing Rules, and

accordingly the Acquisition is subject to the requirements of reporting, announcement and the Independent

Shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules.

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The Independent Board Committee comprising Mr. Li Zheping, Dr. Xing Tiancai, Ms. Liu Shulan,

Ms. Wu Xiaoqing and Mr. Wong Luen Cheung Andrew, being independent non-executive Directors,

has been established to advise the Independent Shareholders on whether (i) the principal terms of the

Agreement of Intent are on normal commercial terms and fair and reasonable so far as the Independent

Shareholders are concerned; and (ii) the entering into of the Agreement of Intent and the Acquisition as

contemplated thereunder are in the interests of the Bank and the Shareholders as a whole.

Our scope of work under this engagement is to assess whether the principal terms of the Agreement

of Intent are fair and reasonable so far as the Independent Shareholders are concerned, and, from that

perspective, whether the entering into of the Agreement of Intent and the Acquisition as contemplated

thereunder are in the interests of the Bank and the Shareholders as a whole. It is not within our scope of

work to opine on any other aspects of the Agreement of Intent. In addition, it is not within our terms of

reference to comment on the commercial merits of the Agreement of Intent and the Acquisition which is

the responsibility of the Directors.

BASIS OF OUR OPINION

In arriving at our opinion, we have relied on the information, opinions and facts supplied, and

representations made to us, by the Directors, advisers and representatives of the Bank (including those

contained or referred to in the Circular). We have also assumed that the information and representations

contained or referred to in the Circular were true and accurate in all respects at the time they were made

and continue to be so at the date of dispatch of the Circular. We have no reason to doubt the truth,

accuracy and completeness of the information and representations provided to us by the Directors and

senior management of the Bank. We have also relied on certain information available to the public and

have assumed such information to be accurate and reliable, and we have not independently verified the

accuracy of such information. We have been advised by the Directors and believe that no material facts

have been omitted from the Circular.

We consider that we have reviewed sufficient information to reach an informed view, to justify

reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for

our opinion. We have not, however, conducted an independent verification of the information nor have

we conducted any form of in-depth investigation into the businesses and affairs or other prospects of the

Property, the Bank, CITIC Heye, CITIC Group and any of their respective subsidiaries or associates.

- 95 -


PRINCIPAL FACTORS AND REASONS CONSIDERED

In forming our opinion, we have considered the following principal factors and reasons:

1. BACKGROUND

(i) Information about the Bank

The Bank is a national commercial bank in China with a well-established branch

network and is principally engaged in the provision of corporate and personal banking

services, conducting treasury business, the provision of asset management, finance leasing

and other non-banking financial services.

As set out in the 2013 annual result announcement of the Bank, the Bank had cash and

deposits with the Central Bank of RMB496,476 million (approximately HK$618,893 million)

and net amount of deposits and placements with banks and non-bank financial institutions

of RMB254,025 million (approximately HK$316,660 million) as at 31 December 2013

respectively.

(ii) Information about CITIC Heye

CITIC Heye is a wholly-owned subsidiary of CITIC Group. CITIC Heye is principally

engaged in project investment, property management, engineering contracting, professional

contracting, economic information consulting and real estate development. We have enquired

and understand from the Bank that CITIC Heye is established for the purpose of holding the

land use rights of, and developing the land located on Plot Z15 in the core area of the Beijing

CBD, third east ring in Chaoyang District, the PRC, of which the Property forms part. We

have further enquired and understand from the Bank that after completion of construction,

such building is expected to be the tallest in the Beijing city, and is expected to be the second

tallest building in the Northern China.

(iii) Information about the Property

As set out in the Letter from the Board, the Property is in a preliminary stage of

development and completion of the construction of the Property is currently expected to be in

2019. Upon completion of the construction, the Property will be part of the 108-storey office/

commercial building with an estimated gross floor area of approximately 437,000 m2.

- 96 -


According to the relevant valuation report as set out in appendix I to the Circular, and

as elaborated by the Bank, we summarise the particulars of the Property as follows:

LocationPre-sale date

(expected)

Completiondate

(expected)

Site area(sq.m.)

(approximate)

Gross floor areaplanned fordevelopment (sq.m.)(approximate)

Indicative value ofthe Property as at1 February 2014(as if the Property hascompleted constructionas at 1 February 2014)(RMB)

situated on Guanghua Road

in Chaoyang district,

Beijing and is framed

by Jinhe East Road to

the east, a planned green

belt to the south, with

Jinhe Road to the west

and a planned green belt

to the north

31 December

2015

31 March

2019

11,477.67 m2 an estimated gross floor

area of 165,200 m2,

an aboveground

development with an

estimated gross floor

area of 142,900 m2

and an underground

parking, retail units,

lift shaft and stores

with an estimated

gross floor area of

22,300 m2

RMB11,175,700,000

(approximately

HK$13,931,313,900)

according to the

preliminary appraisal

prepared by Grant

Sherman Appraisal

Limited

(iv) Industry overview of the office market in Beijing, the PRC

We have conducted searches on the prospects of the office market in Beijing, the PRC

from various sources. As stated in a report named “Property Times: China offices H2 2013

(2013 review and 2014 outlook)” as prepared by DTZ Research (a professional researcher

on real estate markets worldwide) dated 17 February 2014, as a consequence of limited

new supply of Grade A office combined with the strong take-up from domestic occupiers,

Beijing recorded the lowest vacancy rate among all the Tier 1 cities. In addition, prime rents

in Beijing have overtaken those in Shanghai as the highest in the PRC at RMB335.2/m2

(approximately HK$417.9/m2) per month, having grown by 3.0%, measured on year-on-year

basis. It is expected that the office market in Beijing will continue to outperform the other

major cities in the PRC with the lowest level of new supply over the coming three years at

762,000 m2 or only 11% of the existing stock.

According to an article of Wall Street Journal named “Beijing Office Rents to Rise

Slightlyin2014–JonesLangLasalle”aspublishedon23January2014,amodestreboundis

expected by Jones Lang Lasalle (being a professional services firm specializing in commercial

real estate services based in United States) in prime office rents in Beijing in 2014 after a 1.6%

decline in 2013.

- 97 -


Jones Lang Lasalle said continued demand for top-grade space and low vacancy rates

will support rents, but large numbers of leases expiring in Beijing’s Central Business District

will mean that rental increases will be modest. Rents in several areas of the Beijing weakened

in 2013, although rents in the main financial district – the Finance Street area – remained

solid. The financial district’s strength helped pull overall rents up 1.0% quarter on quarter in

the final three months of 2013.

Jones Lang Lasalle said vacancy levels of Grade A office space are expected to remain

low and that no more than two Grade A buildings will be put on the market in 2014.

We have attempted but cannot succeed in sourcing research works on the prospects

of the Beijing office market until 2019 (after five years from 2014), which timing is most

relevant given the expected delivery of the Property to the Bank by CITIC Heye is expected

to be 31 March 2019. Although the aforesaid research works on the Beijing office market

only lasts for not more than three years from 2014, we consider such industry overview is

still worthwhile for reference given that:

(i) Beijing is the capital city of the PRC and a first-tier city in the PRC, and hence

Beijing office market is expected to be in a better position to withstand “longer-

term” downside risks than the average cities in the PRC;

(ii) the PRC Government is used to launch important national policies on a five-

years’ period interval, and the next five-years’ period interval will be from 2016

to 2020 (after the Twelfth Five-Year Guideline). Hence, it is possible that any

effect of important national policies in 2016 (being already overlapping with

the coming three years’ horizon from 2014 based on the first aforesaid report as

prepared by DTZ Research) may as well “sustain” into 2019; and

(iii) the Property is located in core Beijing CBD where head offices of Global 500

as well as domestic and international financial institutions gather, which Beijing

municipal government has plans to develop as a new prime business district,

with outstanding regional advantage. Besides, the whole property project (of

which the Property forms part) is expected to be the tallest building in Beijing

(approximately 528 meters), which will be a landmark of Beijing. Hence, the

Property (not available for use by the Bank until after 2019) is expected to be

in a better position to withstand “longer-term” downside risks than the average

Beijing office market.

- 98 -


2. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT OF INTENT

As mentioned in the Letter from the Board,

1) The existing office spaces of the headquarter of the Bank are no longer sufficient to

meet the increasing needs for daily operations and future development, and the annual

rental of the premises leased by the headquarter of the Bank is as high as RMB155

million, and which is rising year by year;

2) As result of limited office spaces, the consumer finance department, online banking

department and IT department of the headquarter of the Bank are located at different

buildings, which may have adverse impact on the routine management of the

headquarter; and

3) The Property to be acquired by the Bank is the tallest building and the landmark

architecture in Beijing, which is inside the central business district (CBD) where the

buildings of a number of top 500 companies and major foreign and domestic financial

institutions are located. The Bank believes that the acquisition of the Property will

effectively promote the image and reputation of the Bank.

In assessing the above reasons for the Acquisition, we have enquired and understand from the

Bank that the Acquisition serves to:

1. accommodate the new staff and procure the newly required office space for business expansion of the Bank due to insufficient space available from the Bank existing self-owned and leased offices.

Our analysis:

The Bank advised that as the Bank’s business expands, there would be an increasing

demand for additional staff resources, which would lead to an increasing demand for

additional office spaces. Actually, the number of staff in the head office of the Bank

increased substantially from 1,031 in 2011 to 1,326 in 2013. During the same period

from 2011 to 2013, the Bank also recorded a substantial increase in operating income

from approximately RMB77,092 million (approximately HK$96,101 million) to

approximately RMB104,813 million (approximately HK$130,657 million) actually.

Based on the said actual increasing trend historically, we concur with the Bank’s view

that it has a commercial justification to purchase the Property in order to suit for its

own demand, and at the same time to minimize the rental expenses in the future.

- 99 -


2. save the increasing level of rental costs incurred by the Bank in the long term. Measuring from a financial cost perspective, acquiring an office building for own use is more cost-effective than renting.

Our analysis:

We have enquired and understand from the Bank that the Bank self-owns its present

head office at Fuhua Building Block C with a gross floor area of approximately 32,000

m2. Meanwhile, the Bank also rents extra offices with gross floor area of approximately

47,000 m2. Such annual rental expenses amount to approximately RMB155.7 million

(approximately HK$194.1 million), which has been increasing year after year. The said

self-owned and rented gross floor areas sum up to a total of approximately 79,000 m2.

It is expected that CITIC Heye shall deliver the Property to the Bank on 31 March 2019.

Taking into account the time for fitting and renovation, the actual date of the

Bank’s relocation into the Property will most likely be in the year of 2020. For

this reason, although the current office space of the Bank is of a gross floor area of

only approximately 79,000 m2, by the time the Bank’s relocation into the Property

is expected to take place in the year of 2020, the Bank’s asset scale along with

the number of staff in the head office are expected to have increased substantially.

Considering the need to set aside sufficient office space for future expansion, the Bank

therefore proposes to purchase such portion of the relevant building under development

as represented by the Property. When the head office is reallocated to the Property

in 2020, the Bank proposes to continue to use its present self-owned head office as

office space for its sales department, whilst the present rented portion is expected to be

surrendered upon completion of the relevant lease agreement.

We consider that the Bank can lock-in a fixed unit cost of approximately RMB63,000/

m2 on average of a self-owned office property by way of the Acquisition.

- 100 -


3. enhance the corporate image and profile of the Bank by way of consolidating the Bank’s operation into the newest office building in Beijing, thereby adding confidence and attraction to the Bank’s new and existing customers.

Our analysis:

We have enquired and understand from the Bank that since the Bank’s present office

areas are limited, a number of its departments including the consumer finance, online

banking, information technology and others are already decentralized and are not

located in the same office building, which is inconvenient to the daily management of

the Bank’s head office. The Bank’s planned uses of the Property include sub-branch

office, bank lobby, safe-deposit-box vault, network centre, training centre, trading

floor, office floor, meeting room, executive floor, archives, staff restaurant and parking

lot etc..

Further, the Bank explains that most of the head offices of the other commercial

banks in the PRC have surpassed 100,000 m2 of office area. Upon comparison with

PRC commercial banks having medium capitalisation, the Bank explains that China

Merchants Bank has its head office size of about 115,000 m2 whereas Minsheng Bank’s

planned new office site has an area of approximately 140,000 m2.

In addition, the Property is located in core Beijing CBD where head offices of Global

500 as well as domestic and international financial institutions gather, which Beijing

municipal government has plans to develop as a new prime business district, with

outstanding regional advantage. Besides, the whole property project (of which the

Property forms part) is expected to be the tallest building in Beijing (approximately

528 meters), which will be a landmark of Beijing. Therefore, we concur with the

Bank’s view that the proposed Acquisition will provide supports for the expansion of

business of the Bank in Beijing and enhance the image of the Bank as well.

We further concur with the Bank that the Acquisition served to avoid any possible continuing

connected transactions between the Bank and CITIC Heye due otherwise to the Bank’s leasing of

the Property from CITIC Heye after completion of the construction of the Property, if in case the

Bank opts for lease rather than purchase of the Property. Based on the foregoing, we concur with the

Directors that the Acquisition is in the interests of the Bank and its Shareholders as a whole.

- 101 -


3. PRINCIPAL TERMS OF THE AGREEMENT OF INTENT

(i) Consideration

The provisional gross floor area of the Property is approximately 165,193m2,

which is subject to the final measurement by the independent mapping agency, and the

provisional consideration payable by the Bank for acquisition of the Property amounts to

RMB10,407.1586 million (approximately HK$12,973.2718 million). Payment has to be made

according to the payment schedule below:

EstimatedYear Payment Time of Payment

PaymentRatio

Payment Amount(in RMB)

2014 The 1st Payment Within 10 working days

after the Agreement

of Intent signed and

becomes effective

42% RMB4,371,006,600

(approximately

HK$5,448,774,100)

The 2nd Payment Completion of the

Property’s foundation

within 10 days after

checked and accepted

by the Bank

13% RMB1,352,930,600

(approximately

HK$1,686,525,300)

2015 The 3rd Payment Completion of

Underground Structure



by the Bank

6% RMB624,429,500

(approximately

HK$778,396,300)

The 4th Payment Completion of Structural

Work (up to 20th floor

level) within 10 days

after checked and

accepted by the Bank

8% RMB832,572,700

(approximately

HK$1,037,861,800)

2016 The 5th Payment Completion of Structural



after checked and


9% RMB936,644,300

(approximately

HK$1,167,594,500)




after checked and


9% RMB936,644,300

(approximately

HK$1,167,594,500)

- 102 -


EstimatedYear Payment Time of Payment

PaymentRatio

Payment Amount(in RMB)


work of the Property



by the Bank

5% RMB520,357,900

(approximately

HK$648,663,600)

The 8th Payment Completion of Wall

Installation within 10

days after checked and


3% RMB312,214,800

(approximately

HK$389,198,200)

2019 The 9th Payment Within 10 days after

checking and acceptance

by the Bank upon

completion of the

Property

3.5% RMB364,250,500

(approximately

HK$454,064,400)

2021 The 10th Payment Within 10 days after

checking and acceptance

by the Bank upon

receipt the property

registration certificate in

respect of the Property

issued in the name of

the Bank

1.5% RMB156,107,400

(approximately

HK$194,599,100)

We have enquired and understand from the Bank that the above payment instalment

schedule for the Consideration is in line with the progress milestones of the development of

the Property. We have further enquired and understand from the Bank that the payment to be

made by the Bank would be deposited into an escrow account, such that the proceeds would

be only applied for the construction and development of the Property.

- 103 -


Pursuant to the Agreement of Intent, the final amount of the Consideration will be

determined based on the unit price/m2 of RMB70,475.38 (approximately HK$87,853) for the

commercial and office area, RMB13,591.75 (approximately HK$16,943) for underground

commercial area and RMB19,883.28 (approximately HK$24,786) for car parking spaces,

details of which are set out below:

Area

Gross floor

area (sq.m.)

Unit price

(RMB/sq.m.)

Consideration

(RMB million)

Ground level or above 142,877 70,475.38

(approximately

HK$87,853)

10,069.31

(approximately

HK$12,552 million)

Basement–carpark 16,827 13,591.75

(approximately

HK$16,943)

228.71

(approximately

HK$285 million)

Basement–others 5,489 19,883.28

(approximately

HK$24,786)

109.14

(approximately

HK$136 million)

Total 165,193 10,407.16

(approximately

HK$12,973 million)

The Bank considers that the said fixed unit price structure (of approximately

RMB63,000/m2 on average) can serve to immune the Bank from the risks of incurring

increasing consideration due to the increasing construction material costs and labour costs in

the future.

(ii) Termination Clause

The Bank may terminate the Agreement of Intent under any of the following

circumstances:

(1) for any reason attributable to CITIC Heye, CITIC Heye fails to deliver to the

Bank the Property during the period prescribed in the Agreement of Intent and

the delay is not remedied within 90 days after the expiry of the grace period of

90 days (the “Grace Period”);

(2) for any reason attributable to CITIC Heye, CITIC Heye fails to enter into the

Beijing Commodity Housing Presale Contract with the Bank in accordance with

the Agreement of Intent, and the delay exceeds 90 days.

- 104 -


If the Bank terminates the Agreement of Intent in accordance with the above

circumstances, within 30 days of such termination, CITIC Heye shall return all amounts

already paid by the Bank and any interest accrued (at the benchmark bank lending rate for

the same term), and shall also pay the Bank the liquidated damages for such termination in

an amount of fifteen percent of the amount already paid by the Bank. If the Bank agrees to

continue the performance of the Agreement of Intent, CITIC Heye shall pay the liquidated

damages on a daily basis.

If, for any reason attributable to the Bank, the Bank fails to pay CITIC Heye any

amount due and payable in accordance with the Agreement of Intent, and the delay is not

remedied by next payment date of the amount payable after the expiry of the grace period of

30 days, CITIC Heye may terminate the Agreement of Intent.

If CITIC Heye terminates the Agreement of Intent in accordance with the

abovementioned circumstances, the Bank shall pay the liquidated damages for such

termination in an amount of fifteen percent of the amount payable but unpaid for the current

period, within 30 days of the termination of the Agreement of Intent, CITIC Heye shall

return all amounts already paid by the Bank and any interest accrued (at the benchmark bank

lending rate for the same term) after deducting the liquidated damages payable by the Bank.

We consider the above termination clauses as common and reciprocal with a view to

safeguarding the respective commercial interests of each of the purchaser and the vendor in a buy-

sale transaction.

(iii) Conditions precedent

The Agreement of Intent shall become effective upon (a) the approval of the Board and

the Independent Shareholders at a general meeting; and (b) the issuance of an effective notice

from the Bank to CITIC Heye.

(iv) Delivery of the Property

It is expected that CITIC Heye shall deliver the Property to the Bank on 31 March

2019. By then, among other things, (a) the Property shall have satisfied the requirements as

set out in the Agreement of Intent; and (b) CITIC Heye and the Bank shall have entered into

the formal property sale and purchase agreement in respect of the Property.

- 105 -


4. EVALUATION OF THE CONSIDERATION

The original acquisition cost attributable to the Land by CITIC Heye was approximately

RMB6,623,464,100 (approximately HK$8,256,624,000). As at 28 February 2014, the book value

of the Property (being the original acquisition cost attributable to the Land and related construction

costs for the Property to be built on it) was approximately RMB7,044,876,400 (approximately

HK$8,781,945,200). The construction cost incurred for the Property as at 1 February 2014

is approximately RMB151,000,000 (approximately HK$188,232,400) and the estimated total

construction cost for completion of the Property is approximately RMB6,048,000,000 (approximately

HK$7,539,267,000).

The Bank has engaged independent property valuers Grant Sherman Appraisal Limited (the

“Hong Kong Valuer”) and Beijing Pan-China Assets Appraisal Co. Ltd (the “PRC Valuer”). Each

of the Hong Kong Valuer and the PRC Valuer is a qualified property valuer in terms of Hong Kong

Listing Rules and the Listing Rules of Shanghai Stock Exchange, respectively. According to the

preliminary appraisal prepared by the Hong Kong Valuer, the indicative value of the Property as at

1 February 2014 (as if the Property has completed construction as at 1 February 2014) was valued

at RMB11,175,700,000 (approximately HK$13,931,313,900). Separately, based on the preliminary

appraisal prepared by the PRC Valuer, the indicative value of the Property as at 1 February 2014 (as

if the Property has completed construction as at 1 February 2014) was valued at RMB11,175,730,800

(equivalent to approximately HK$13,931,352,300). We have reviewed the different reports prepared

by the Hong Kong Valuer and by the PRC Valuer respectively. We have further discussed with,

and obtained confirmation from the Hong Kong Valuer and the PRC Valuer that both of them adopt

the same direct comparison approach (despite adopting slightly different unit price/m2 for certain

floor areas) in arriving at their respective valuation. We observe that the final differences in the two

valuation results are immaterial and we focus on reviewing the report prepared by the Hong Kong

Valuer.

In assessing the Consideration, we have reviewed and discussed with the Hong Kong Valuer,

the methodology of, and basis and assumptions adopted for, the valuation of the Property. We have

also reviewed as to its experience and qualification, reviewed its terms of engagement, performed

work as required under note (1)(d) to Rule 13.80 of the Hong Kong Listing Rules in relation to the

Hong Kong Valuer and its work as regards the valuation of the Property. The valuation adopted for

valuation of the Property under development, is by direct comparison approach making reference

to the comparable market buy-sale transaction of similar office building (after accounting for a

discounting factor due to the time required for completion of development of the Property, but

without taking into account of any outstanding costs to completion, because such costs are not to be

incurred by the purchaser but shall be fully incurred at the sole cost of the vendor). In assessing the

said discounting factor, we have reviewed and discussed with the Hong Kong Valuer that the level

of such discounting factor adopted for the valuation of the Property under development is equal to

the prevailing level of > 5-year borrowing interest rate set by the People’s Republic Bank of China

(of 6.55% per annum). We consider the adoption of such level of discounting factor as acceptable

because it is consistent with both (1) the standard borrowing cost level available in the PRC and (2)

the time tenor required for completion of development of the Property. We are confirmed by the

Hong Kong Valuer that the overall valuation approach is generally in line with market practice of

valuing tangible assets such as land and buildings.

- 106 -


We have obtained market comparable data from the Hong Kong Valuer. Upon comparison,

we note that the valuation level as assessed by the Hong Kong Valuer of the Property was

comparable to the actual recent market prices transacted in Beijing CBD district of similar prime

office properties ranging from approximately RMB74,000/m2 (approximately HK$92,246/m2) to

RMB97,000/m2 (approximately HK$120,917/m2).

Upon further comparison, we note that the Consideration of RMB10,407.1586 million

(approximately HK$12,973.2718 million) represents a discount of approximately 7% to the

said valuation of the Property by the Hong Kong Valuer of approximately RMB11,175,700,000

(approximately HK$13,931,313,900) as at 1 February 2014 (as if the Property has completed

construction as at 1 February 2014 after accounting for a discounting factor due to the time required

for completion of development of the Property). Based on such discount, and taking into account

that it is not necessary for the Bank to incur any outstanding costs to completion other than the

Consideration, because such outstanding costs shall be fully incurred at the sole cost of CITIC Heye

as vendor, we are of the view that the Consideration level is acceptable.

5. FINANCIAL EFFECTS OF THE ACQUISITION

(a) Earnings

It is expected that the development of the Property will be completed by 31 March

2019. It is not expected that there is significant effect on the earnings before the completion

of the development of the Property. However, upon completion of the development of the

Property, it is expected that an additional annual depreciation expense of RMB280 million

(approximately HK$349.0 million) will be charged to profit and loss accounts of the Bank,

which is expected to be offsetable by the rental costs otherwise incurred by the Bank if

in case the Bank opts for lease rather than purchase of the Property (where the Bank’s

current rented offices require a yearly lease payment of approximately RMB155.7 million

(approximately HK$194.1 million), which has been increasing year after year).

(b) Net asset value

Pursuant to the Agreement of Intent, the Bank would pay the Consideration in several

instalments. Prior to completion of the development of the Property, such payment would

be accounted for as prepayments in the consolidated financial statements of the Bank.

Accordingly, it is expected that there would be no significant immediate effect on the net

assets of the Bank.

However, following completion of the development of the Property, it is expected that

prepayments in relation to the development of the Property would be reclassified as fixed

assets in the consolidated financial statements and would be subject to annual depreciation

expense, which in turn is expected to negatively affect the net assets of the Bank. However,

this effect is expected to be offsetable by the rental costs otherwise incurred by the Bank

if in case the Bank opts for lease rather than purchase of the Property (where the Bank’s

current rented offices require a yearly lease payment of approximately RMB155.7 million

(approximately HK$194.1 million), which has been increasing year after year).

- 107 -


(c) Cash position and gearing ratio

In accordance with the accounting policy of the Bank, prior to the completion of the

development of the Project, the cash position would be reduced by the instalment amount paid

for the Consideration. As advised by the Bank, the Consideration is expected to be financed

by the internal resources of the Bank, including cash on hand of the Bank.

(d) Capital adequacy ratio

As set out in the annual result announcement of the Bank for the year ended 31

December 2013, the Bank’s capital adequacy ratio calculated pursuant to the Interim Measures

for Capital Management of Commercial Banks promulgated by the CBRC (implemented as

of 1 January 2013) was approximately 11.24% (with core tier one capital adequacy ratio

of 8.78%) as at 31 December 2013. Upon the full payment of all instalment amounts for

the Consideration as expected in 2019, the Bank’s capital adequacy ratio is expected to be

affected to a limited extent.

RECOMMENDATION

Having considered the principal factors and reasons described above, we are of the view that the

principal terms of the Agreement of Intent are on normal commercial terms and are fair and reasonable

so far as the Independent Shareholders are concerned, and, from this perspective, the entering into of the

Agreement of Intent and the Acquisition as contemplated thereunder are in the interests of the Bank and

the Shareholders as a whole. Accordingly, we advise the Independent Shareholders, and we recommend

the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the

ordinary resolution to be proposed at the AGM approving the Agreement of Intent and the Acquisition as

contemplated thereunder.

Yours faithfully,


GF Capital (Hong Kong) LimitedDanny Wan Harry Yu

Managing Director Director

- 108 -

APPENDIX X VALUATION REPORT fROm gRANT shERmAN APPRAIsAL LImITED

The following is the text of letter and valuation certificates, prepared for the purpose of

incorporation in this circular, received from Grant Sherman Appraisal Limited, an independent property

valuer, in connection with their valuation as at 1 February 2014 of the property interest to be held by the

Group in the People’s Republic of China.

Unit 1005, 10/F., AXA Centre,

151 Gloucester Road,

Wanchai,

Hong Kong

25 April 2014

The Directors


Block C, Fuhua Mansion,

No.8 Chaoyangmen Beidajie,

Dongcheng District,

Beijing,

People’s Republic of China

Dear Sirs,

In accordance with your instructions for us to value the property interest to be held by China CITIC

Bank Corporation Limited (the “Company”) and its subsidiaries (together referred to as the “Group”) in the

People’s Republic of China (“the PRC”), we confirm that we have carried out inspections, made relevant

enquiries and obtained such further information as we consider necessary for the purpose of providing

you with our opinion of the market value of such property interest as at the 1 February 2014 (“date of

valuation”) for the purpose of incorporation into the circular issued by the Company on the date hereof.

Our valuation is our opinion of the market value of the property interests where we would define

market value as intended to mean “the estimated amount for which a property should exchange on the

date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper

marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Market Value is understood as the value of a property estimated without regard to costs of sale or

purchase (or transaction) and without offset for any associated taxes or potential taxes.

In valuing the property interest which is to be held by the Group for self-occupation in the PRC after

completion, we have adopted direct comparison approach and made reference to the recent transactions for

similar premises in the proximity. Adjustments have been made for the differences in transaction dates,

building age, floor area etc. between the comparable properties and the subject property.

- 109 -


Our valuation has been made on the assumption that the owner sells the property interest on the

open market in its existing state without the benefit of a deferred terms contract, leaseback, joint venture,

management agreement or any similar arrangement which would serve to increase the values of the

property interest. In addition, no forced sale situation in any manner is assumed in our valuation.

We have been provided with copies of extracts of title documents relating to the property in the

PRC. However, we have not caused title searches to be made for the property interest at the relevant

government bureaus in the PRC and we have not inspected the original documents to verify the ownership,

encumbrances or the existence of any subsequent amendments which may not appear on the copies handed

to us. In undertaking our valuation for the property interest in the PRC, we have relied on the legal opinion

(“the PRC legal opinion”) provided by the Group’s PRC legal adviser, King & Capital Law Firm.

We have relied to a considerable extent on information provided by the Group and have accepted

advice given to us by the Group on such matters as planning approvals or statutory notices, easements,

tenure, occupancy, lettings, site and floor areas and in the identification of the property and other relevant

matter. We have no reason to doubt the truth and accuracy of the information provided to us by the

Company which is material to the valuation. We have also been advised by the Group that no material

facts had been concealed or omitted in the information provided to us and have no reason to suspect that

any material information has been withheld. All documents have been used for reference only. We consider

that we have been provided with sufficient information to reach an informed view.

All dimensions, measurements and areas included in the valuation certificate are based on

information contained in the documents provided to us by the Group and are approximations only. No on-

site measurement has been taken.

We have inspected the exteriors of the property, in the course of our inspection, we did not note any

serious defects. However, we have not carried out a structural survey nor have we inspected woodwork or

other parts of the structures which are covered, unexposed or inaccessible and we are therefore unable to

report that any such parts of the property are free from defect though in the course of our inspections we

did not note any serious defects. No tests were carried out on any of the services.

We have not carried out investigation to determine the suitability of the ground conditions or the

services for any property developments to be erected thereon. Our valuation is on the basis that these

aspects are satisfactory and that no extraordinary expense or delay will be incurred during the construction

period. Moreover, it is assumed that the utilization of the land and improvements will be within the

boundaries of the sites held by the owner or permitted to be occupied by the owner. In addition, we

assumed that no encroachment or trespass exits, unless noted in the valuation certificate.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on

the property interest nor for any expenses or taxation which may be incurred in effecting a sale. Unless

otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and

outgoings of an onerous nature which could affect its value.

- 110 -


In valuing the property interest, we have fully complied with the HKIS Valuation Standards (2012

Edition) published by The Hong Kong Institute of Surveyors (HKIS) and the requirements set out in

Chapter 5 of and Practice Note 12 to the Rule Governing the Listing of Securities issued by The Stock

Exchange of Hong Kong Limited.

Unless otherwise stated, all money amounts stated are in Renminbi (RMB). The exchange rate

adopted in valuing the property interest in the PRC as at 1 February 2014 was HK$1: RMB0.8022. There

has been no significant fluctuation in the exchange rate for this currency against Hong Kong Dollars

between that date and the date of this letter.

We enclose herewith our valuation certificate.

Respectfully submitted,


GRANT SHERMAN APPRAISAL LIMTIED

Lawrence Chan Ka WahMRICS MHKIS RPS(GP)MHIREA

Director

Real Estate Group

Note:

Mr. Lawrence Chan Ka Wah is a member of the Royal Institution of Chartered Surveyors, a member of the Hong

Kong institute of Surveyors and Registered Professional Surveyors in the General Practice Section, who has over 10 years’

experience in the valuation of properties in Hong Kong, Macau, the PRC and the Asian Rim.

- 111 -


VALUATION CERTIFICATE

Property interest to be held by the Group in the PRC for self-occupation purpose after completion

Property Description and TenureParticulars of

Occupancy

Market Valuein existingstate as at

1 February 2014

The constructing offices

on levels 6 to 42, lobby

on level 1, shops and

stores on basement levels

a n d 2 9 0 c a r p a r k i n g

spaces located a t Lot

Z15, Phase II, CBD Core

Zone, Chaoyang District,

Beijing City, the PRC

The proper ty comprises var ious

portions (including offices on levels

6 to 42, lobby on level 1, shops and

stores on basement and 290 carparking

spaces)of the construction in progress

of a 108-storey (exclusive of 7-storey

basement) office/commercial building

(“the Development”) with an estimated

total gross floor area of approximately

142,877 sq.m. (exclusive of the

basement with an estimated total gross

floor area of approximately 22,316

sq.m.)

The property is es t imated to be

completed in March 2019.

The land use rights where the property

situated were granted to Beijing CITIC

Heye Investment Co., Ltd for various

terms expiring on 10 January 2051 for

commercial use and 10 January 2061

for office and storage uses.

The property was

under construction

as at date of

valuation.

RMB6,925,000,000

(equivalent to

approximately

HK$8,632,510,600)

Interest attributable to the Group

100%

Market Value inexisting state

attributable to the Group as at

1 February 2014

RMB6,925,000,000

(equivalent to

approximately

HK$8,632,510,600)

Notes:

1. Pursuant to a State-owned Land Use Certificate (Document No.: Jing Chao Guo Yong (2013 Chu) No. 00416), the

land use rights where the property situated with a total site area of approximately 11,477.67 sq.m. were granted to

Beijing CITIC Heye Investment Co., Ltd for various terms expiring on 10 January 2051 for commercial use and 10

January 2061 for office and storage uses.

2. As advised by the Company, the Development will be developed into a 108-storey office/commercial building with

an estimated total gross floor area of approximately 350,000 sq.m. (exclusive of the basement with an estimated gross

floor area of approximately 87,000 sq.m.) comprises office, commercial, storage and carparking spaces portion. The

Development will be completed in March 2019.

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3. According to the information provided by the Company, the property comprises office, commercial, storage and carparking spaces, the summary are as below:

LevelsEstimated ApproximateGross Floor Area (sq.m.) Designed Use

6 to 42 141,340 Office (including refuge floors)1 1,537 Lobby and entrance of bankBasement level 1 1,940 BankBasement level 2 93 Lift ShaftBasement levels 3 to 6 16,827

(290 carparking spaces)Carparking

Basement level 7 3,456 StoreTotal (exclusive of the basement) 142,877

4. According to the information provided by the Company, the construction cost incurred for the Development as at the date of valuation is RMB400,000,000 and the outstanding cost to be completed the construction of the Development is RMB15,600,000,000. The construction cost incurred for the Property as at the date of valuation is approximately RMB151,000,000 and the estimated total construction cost for completion of the Property is approximately 6,048,000,000.

5. The capital value of the property after completion is RMB11,175,700,000 (equivalent to approximately HK$13,931,313,900) by assuming the property will be completed in accordance with the current development plan as at the date of valuation.

6. The Development is located on the junction between Jinhe Road East and CBD Cultural Development Site, various high-rise office buildings construction sites are erected in the locality. Bus, taxi and Beijing Subway are accessible to the Development.

7. The Development was inspected by Mr Lawrence Chan Ka Wah (MRICS MHKIS RPS (GP)) on 31 March 2014.

8. We have been provided with a legal opinion on the property prepared by the Group’s PRC legal adviser, King & Capital Law Firm, which contains, inter alia, the following information:

(a) Beijing CITIC Heye Investment Co., Ltd is the current registered owner of the land parcel where the property situated. The property is entitled to be transferred, leased and mortgaged after completion; and

(b) The property is free from any mortgages, charges and legal encumbrances which may cause adverse effects on the ownership of the property.

(c) The following legal documents were obtained.

(i) State-owned Land Use Certificate Yes

(ii) Construction Land Planning Permit Yes

(iii) Construction Work Planning Permit Yes

(iv) Construction Work Commencement Permit Yes

(v) “Reply on Environmental Effects of Lot Z15 Development Project of Beijing CBD Core Zone” issued by Beijing Environmental Protection Bureau Yes

9. The average selling price unit rate of Grade A office building in the locality is ranging from RMB70,000 per sq.m. to RMB100,000 per sq.m., the average selling price unit rate of level 1 retail property is ranging from RMB50,000 per sq.m. to RMB90,000 per sq.m. and the average selling price unit rate of underground covered carparking spaces is ranging from RMB400,000 per carparking space to RMB800,000 per carparking space.

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APPENDIX XI APPrAIsAl rEPort from PAN-ChINA AssEts APPrAIsAl Co., ltD.

As-Completed Fair Value Assessment of Selected CBD-Z15 Properties to be Purchased by China CITIC Bank Co., Ltd. from Beijing CITIC Heye Investment Co., Ltd.

Appraisal Report

T.X.P.B.Z. [2014] No. 0167

PAN-CHINA ASSETS APPRAISAL CO., LTD.March 2014

Note: This Appraisal Report has been prepared in accordance with relevant regulations of Shanghai Stock Exchange.

STATEMENT OF CERTIFIED PUBLIC VALUERS

1. We have abided by relevant laws, regulations, appraisal standards and followed the principles

of independence, objectivity and fairness. According to the materials we collected in work, the

statements of fact contained in the Appraisal Report is objective and we are legally responsible for

the reasonableness of the Appraisal Report.

2. The list of assets and liabilities regarding the appraised properties is provided and signed by the

right holders. The holders guarantee that all materials provided are true, legal and complete, and the

proper use of the Appraisal Report is the responsibility of the client and parties involved.

3. We have no interest relationship with the evaluation object and the relevant parties involved.

4. We have conducted onsite investigation of the construction status of the properties. We have paid

necessary attention to the legal ownership of appraised properties and related assets, truthfully

disclosed any problems identified, and requested the client and parties involved to improve the

property rights to meet requirements that shall be satisfied for the issue of this Report.

5. The reported analyses, opinions and conclusions are limited by the assumptions and limiting

conditions. Users of this Report shall give full consideration to the assumptions, limiting conditions,

special notes and their effects on conclusions.

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SUMMARY APPRAISAL REPORTT.X.P.B.Z. [2014] No. 0167

Pan-China Assets Appraisal Co., Ltd. (Pan-China for short) has accepted the commission from

China CITIC Bank Co., Ltd. (CITIC Bank for short) to estimate, as of February 1st 2014, the “as

completed” market value of selected properties (including their land shares, the same below) of the Plot

Z15 Project of Beijing CITIC Heye Investment Co., Ltd. (CITIC Heye for short) located in the CBD

core area, Chaoyang District, Beijing, expected to be completed in 2019. For the purpose of information

disclosure regarding a related party transaction with respect to the prospective purchase of the aforesaid

selected properties of Plot Z15 Project by CITIC Bank, using the market and income approaches, following

necessary appraisal procedures and pursuant to relevant laws and regulations as well as asset appraisal

standards and principles. This appraisal is hereby reported as follows:

1. Purpose of Appraisal: CITIC Bank, which intended to purchase selected properties of the Plot Z15

Project of CITIC Heye to be completed in 2019, which involves a related party transaction that shall

be disclosed pursuant to relevant rules of the Stock Exchange of Hong Kong and Shanghai Stock

Exchange, has authorized Pan-China to estimate the reference fair value of the properties to be

purchased as of the Appraisal Benchmark Date and provide a basis for information disclosure.

2. Subject of Appraisal: “As completed” value of selected properties of the Plot Z15 Project, located

in the CBD core area, Chaoyang District, Beijing, to be purchased by CITIC Bank and to be

completed in 2019 according to planned and designed delivery standards.

3. Scope of Appraisal: Selected properties of the Plot Z15 Project in the second phase of the CBD

core area, Chaoyang District, Beijing to be completed in 2019 according to the planned and designed

delivery standards, mainly including 142,877.00 m2 above-grade office space, 1,940.00 m2 below-

grade retail space, 3,549.00 m2 below-grade storage space and 16,827.00 m2 below-grade parking

garage (290 parking lots).

4. Type of Value: Market value, which means the price at which the Subject would be traded between

a willing buyer and a willing seller acting reasonably at arms’ length, when neither is under

compulsion to buy or sell on the Appraisal Benchmark Date. This type of value is selected in line

with the purpose of appraisal.

5. Appraisal Benchmark Date: February 1st, 2014.

6. Appraisal Approaches: Market approach and income approach.

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7. Conclusion of Appraisal: With the above appraisal procedures and approaches implemented,

the market value of the Subject Properties as completed, is estimated at RMB11,175,730,800 on

February 1st, 2014.

Appraisal Results SummaryUnit: RMB10,000

ItemBookvalue

Estimatedvalue

Increase/decrease

Valueincrement, %

A B C=B-A D=C/A×100%

1 Buildings

2 Of which: Above-grade

office space 1,080,150.12

3 Below-grade retail space 7,479.86

4 Below-grade storage space

and others 6,743.10

5 Below-grade parking garage 23,200.00

6 Total 1,117,573.08

1. This appraisal assumes that the economic activity of CITIC Bank purchasing the selected

properties of the Plot Z15 Project of CITIC Heye that will be completed in 2019 is lawful on

the Appraisal Benchmark Date. CITIC Bank has obtained the approval of Opinion of Beijing

CBD Management Committee on the Sale of Selected Properties of the CBD Core Area

Project to China CITIC Bank Corporation Limited (J.S.W.Q.W. [2013] No. 6).

2. The result of this appraisal is contingent upon assumptions contained in this Report and its

notes. Particularly, we request users of this Report to take notice that the appraisal result will

become invalid if the above conditions as well as principles and assumptions followed in

appraisal are changed.

3. Pursuant to our country’s relevant regulations, this appraisal result will be valid for one year

from February 1st, 2014 to January 31, 2015.

The above information is a summary of the Appraisal Report. For details of this appraisal and reasonable understanding of its conclusion, please read the full version of the Appraisal Report.

- 116 -



Appraisal ReportT.X.P.B.Z. [2014] No. 0167

China CITIC Bank Co., Ltd.,

As your prospective purchase of selected properties of the Plot Z15 Project of Beijing CITIC Heye

Investment Co., Ltd. to be completed in 2019 (Subject Properties for short) involve a related party

transaction subject to disclosure requirements, Pan-China Assets Appraisal Co., Ltd., has at your request

estimated the “as completed” market value of Subject Properties using market and income approaches,

following necessary appraisal procedures and pursuant to relevant laws and regulations as well as asset

appraisal standards and principles. This appraisal is reported as follows:

I. CLIENT, (PROSPECTIVE) OWNER AND OTHER USERS OF THIS REPORT

China CITIC Bank Co., Ltd. is the Client and the (Prospective) Owner of Subject Properties.

i. Client profile

Company name: China CITIC Bank Corporation Limited (CITIC Bank for short)

Registered address: Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng

District, Beijing, China

Legal Representative: Chang Zhenming

Type of business: joint stock limited company (listed)

Registered capital: RMB46,787,327,034

Paid-in capital: RMB46,787,327,034

Scope of business: Business items subject to licensing: Taking deposits from the public;

making short-term, medium-term and long-term loan; processing domestic and overseas clearing;

processing bill acceptance and discounting; issuing financial debentures; acting as an agent, issuing,

cashing and underwriting government bonds; purchasing and selling government bonds and financial

debentures; engaging in inter-bank borrowing; engaging in foreign exchanges trading and acting as

an agent to trade foreign exchanges; engaging in bank card businesses; providing letters of credit

and guarantee; acting as an agent on payment and collection; providing safety deposit box services;

engaging in foreign exchange settlement and sales; engaging in open-ended fund agency business;

engaging in gold related business; engaging in the custody business for securities investment fund,

enterprise annuity fund, insurance fund and qualified foreign institutional investors; other businesses

as approved by the banking regulatory authority of the State Council; engaging in concurrent-

business insurance agency business (expiry date: 8 September 2014).

- 117 -


General business items: (N/A)

2. Relationship between the Client and the Owner

Whether the Client or the (Prospective) Owner is CITIC Bank.

ii. Other users of this Report

Users of this Report are the Client and relevant authorities.

Unless otherwise laws and regulations, no entities or individuals other than intended

users identified by the Appraiser and the Client shall become users of this Report.

II. PURPOSE OF APPRAISAL

According to the Letter of Undertaking regarding the partial purchase of the Plot Z15 Project by

CITIC Bank, the Opinion of Beijing CBD Management Committee on the Sale of Selected Properties of

the CBD Core Area Project to CITIC Bank and Minutes of the President’s Work Meeting of CITIC Bank,

the prospective purchase of the Subject Properties by CITIC Bank involves a related party transaction that

shall be disclosed pursuant to relevant rules of the Stock Exchange of Hong Kong and Shanghai Stock

Exchange.

Therefore, CITIC Bank has authorized Pan-China to estimate the reference fair value of the Subject

Properties as completed on the Appraisal Benchmark Date and thus provide a basis for information

disclosure.

III. SUBJECT AND SCOPE OF APPRAISAL

The subject of appraisal is the “as completed” value of selected properties of the Plot Z15 Project,

located in the CBD core area, Chaoyang District, Beijing, to be purchased by CITIC Bank and to be

completed in 2019 based on planned and designed delivery standards.

The scope of appraisal covers selected properties of the Plot Z15 Project in the second phase

of the CBD core area, Chaoyang District, Beijing to be completed in 2019 based on planned and

designed delivery standards, mainly including 142,877.00 m2 above-grade office space, 1,940.00 m2

below-grade retail space, 3,549.00 m2 below-grade storage space and 16,827.00 m2 below-grade parking

garage (290 parking spaces). For details, please refer to the table below:

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Summary of Subject Properties

Zone Floor Main functionFloor

height (m)Floor space

(square meters)

Z3

F035-F042Office (9 floors)

4.5

36,254.00 F034

F033 Conference 5

F032 Sky lobby/dinning 5

F031 Sky lobby (Z4) 5 3,551.00

M3 F029-F030 refuge and equipment 3.5 7,096.00

Z2F026-F028 Administrative (3 floors) 5

38,967.00 F019-F025 Office (7 floors) 4.5

M2 F017-F018 refuge and equipment 3.5 8,310.00

Z1

F011-F016 Office (6 floors) 4.5

46,379.00

F010 Trading 5

F009 Network center/reserved for trading 5

F008 Training center /conference 5

F007 Staff canteen 5

M1 F006 Refuge floor 3.5 4,334.00

Z0

F001 Main lobby & entrance of sub-branch 20 1,537.00

Gross floor area, above grade (excluding F031) 142,877.00

B001M Business lobby of sub-branch 867.00

B001 Safe deposit floor of CITIC Bank 4 1,073.00

ZB

B002 Elevator shaft of CITIC Bank – 93.00

B003-B006 Parking spaces 3.5 16827（290）

B007 Archive 3.2 3,456.00

Gross floor area, below grade 22,316.00

Total 165,193.00

The specific scope of appraisal is based on the delectation of assets for appraisal provided by CITIC

Bank. The subject and scope of appraisal are consistent with the those involved in the relevant economic

activity.

- 119 -


1. Project profile

The Plot Z15 Project in the CBD core area, Chaoyang District is located in the north of the

CBD core area and near the public green space to its south. The Beijing Central Business District (CBD)

is one of the six high-end functional districts of Beijing, the most important area for economic

development, industry clustering and urban construction of the capital city. The CBD core area,

with about 30 hectares in land area and about 4.1 million m2 in gross floor area, is located at the

northeastern part of Guomao Bridge, bound by East Third Ring Road to the west, Zhenzhi Road to

the east, Guanghua Road to the north and Jianguo Road to the south.

The CBD core area has been planned to consist of 19 buildings, including seven buildings

with a height range of 200-300 m and two buildings with a height range of 300-400 m.

According to materials provided by the Client, the project is scheduled as follows: obtaining

the Presale License before 31 December 2015; completing main structure works before 30 April

2018; meeting delivery standards on 31 March 2019.

At present, the following certificates and permits have been issued for the project: Certificate

of State-owned Land Use [J.C.G.Y. (2013) C. No. 00416], Planning Permit for Development Land

[G.Z. (2013) No. 0038], Planning Permit for Construction Works [G.J.Z. (2013) No. 0047] for the

below-grade works, Construction Permit [S.J.Z. (2013) No. 0494] for foundation slabs and works

below and Construction Permit [S.J.Z. (2014) No. 00J01] above foundation slabs and ±0 works. The

land parcel is described below:

Landcertificate No. Holders Location Plot No.

DrawingNo. Purpose

Type of landuse right Expiry date

Land area(m2)

J.C.G.Y. (2013) No. 00416

Beijing CITIC Heye Investment Co., Ltd.

2nd phase of CBD core area, Chaoyang District (Plot Z-15)

110105001001GB00082 1-2-2-79(1) Retail, below-grade retail, office, below-grade office, below-grade parking, below-grade storage

Transfer of state-owned land

10 Jan. 2051 for retail and below-grade retail; 10 Jan. 2061 for office, below-grade office, below-grade parking and below-grade storage

11477.67

The project has been commenced, with foundation slabs and works below in progress and

expected to be completed in 2019.

2. Project planning and design

(1) General layout plan

The Plot Z15 Project is located in the core area of the CBD of Beijing, bound by Jinhe

East Road to the east, the parcel for CBD culture building use to the south, Jinhe Road to the

west and the 12 m greenbelt of the CBD core area connecting Guanghua Road to the north.

With a land area of approximately 1.15 hectares, the project integrates such functions as

Class A office space, sightseeing and conference. The project, when completed, will house

the headquarters of CITIC Group, the head office of CITIC Bank and other well-known

companies.

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The project land parcel has one entrance/exit point on the eastern and western side each. An temporary entrance/exit point is temporarily provided on the north side to Guanghua Road. 7 m wide two-way roads are provided on eastern, western and northern sides of the building, with a roundabout designed on the northern side for convenience of vehicle access; two-way ramps for underground garage and entrance/exit points for support crew are provided at the northwestern and northwestern corners. Entrance/exit points for sightseers are provided at southeastern and southwestern corners. Traffic to CITIC Bank is mainly from the lobby on the northern side.

(2) Main economic and technical indicators

1) Total land area: Approximately 11,477.67 m²

2) Gross floor area: 437,000.00 m², with 350,000 m² above grade (9,639.00 m² retail space, 299,528.00 m² office space and 40,833.00 m² refuge and equipment space) and 87,000.00 m2 below grade (36,950.00 m² parking garage, 2,426.00 m² retail space, 1,845.00 m² office space, 9,550.00 m² storage space and 36,239.00 m² non-business space).

3) Main functions of building: Office, retail, sightseeing, underground parking garage, etc.

4) Natureofmainbuilding:C2–commercialandfinancial

5) Number of floors: 108 above grade and 7 below grade (excluding mezzanines), without podium.

6) Building height: Approximately 528.00 m

7) Main structure: Ductile steel reinforced concrete core tube + combined giant columns + giant steel bracing + belt steel trusses

8) Land transfer period: 40 years for commercial use and 50 years for general use.

(3) External connections

The Z15 Project will be connected as a whole to the external environment, including traffic facilities, municipal utilities and foundation bearing will be connected as a whole to the external environment.

(4) Main body of building

1) Main structure: Ductile steel reinforced concrete core tube + combined giant columns + giant steel bracing + belt steel trusses. The structural system is aligned with the building shape and spaces and in conformity with safety requirements regarding earthquake and fire.

2) Enclosing curtain wall and roofing: The glass curtain wall system is used as exterior enclosure to convey the maximum transparency and modernity.

- 121 -


3) Vertical transportation: Vertical transportation is deployed in the center of

the building and integrated with the structural inner tube. The two-car shuttle

elevator and the single-car local elevator are used to carry passengers through

Z0 lobby-sky lobby to their destinations. Additionally, service elevator,

sightseeing elevator, VIP elevator and garage elevator are also used for vertical

passenger transportation. Escalators are deployed in Z0 lobby, sky lobby and

sightseeing platform lobby according to passenger routes.

(5) Functional zoning

The building is vertically divided into ten functional zones according to building

function, vertical transportation and structure needs. Specifically, ZB consists of the seventh

to second floors below grade; Z0 consists of the first floor below grade to the fourth floor

above grade; Z8 consists of the 103rd floor to the 108th floor above grade; Z1-Z7 consist of

office spaces, with Z1 to Z3 for CITIC Bank, Z7 for CITIC Group and Z4, Z5 and Z6 for

prospective users.

(6) Fit-out standards

According to usage, the building will be classified into three fit-out categories: Fine

fit-out, standard fit-out and plain fit-out. Public areas of the Subject Properties are subject the

same fit-out standard as similar areas in the building.

(7) Functional planning of Subject Properties

Subject Properties are located in ZB-Z3. Z1-Z3 are office spaces of CITIC,

composed of 22 standard office floors, one sky lobby (F032), three administrative office

floors (F026-F028), trading and network center floors (F010 and F009), training center and

conference floors (F008 and F033) and two staff canteens (F007 and F032), distributed in

Z1, Z2 and Z3; the business lobby of the CITIC sub-branch is in Z0; the storage and parking

spaces for CITIC Bank are located in ZB.

IV. TYPE OF VALUE AND ITS DEFINITION

According to the purpose of appraisal and assets conditions, market value is used in this appraisal.

The term “market value” referred to in this Report means the price at which the subject would be

traded between a willing buyer and a willing seller acting reasonably at arms’ length, when neither is under

compulsion to buy or sell on the Appraisal Date. This type of value is selected in line with the purpose of

appraisal.

Certified public valuers (CPVs) conduct appraisal only for the purpose of estimating the value

of subject and giving a professional opinion. The appraisal result is an estimated value provided for the

designated purpose of appraisal under the economic environment and market conditions of the subject on

Appraisal Benchmark Date, without any major changes in assumptions and limiting conditions used by

appraisers, and shall not be construed as a guarantee or undertaking for realizable value of subject.

- 122 -


V. APPRAISAL BENCHMARK DATE

The Client designates 1 February 2014 as the Appraisal Benchmark Date.

VI. BASIS FOR APPRAISAL

The following is the basis for this appraisal on the dimensions of economic activity, laws and

regulations, ownership and pricing:

i. Economic activity

1. The Letter of Undertaking, the Opinion of Beijing CBD Management Committee on

the Sale of Selected Properties of the CBD Core Area Project to China CITIC Bank

Corporation Limited and the Minutes of the President’s Work Meeting of CITIC Bank

with respect to the partial purchase of CBD-Z15 Project by CITIC Bank.

ii. Laws and regulations

1. Administrative Measures for Appraisal of State-owned Assets (Decree No. 91 of the

State Council);

2. Interim Administrative Measures for Appraisal of State-owned Assets of Enterprises

(SASAC Decree No. 12) (25 August 2005);

3. Notice on Strengthening Management of Appraisal of State-owned Assets of

Enterprises (SASAC.C.Q. [2006] No. 274);

4. Company Law of the People’s Republic of China (amended at the 18th Session of the

Standing Committee of the 10th National People’s Congress on 27 October 2005);

5. Notice on Review of State-owned Asset Appraisal Reports of Enterprises (G.Z.C.Q.

[2009] No. 941);

6. Accounting Standard for Business Enterprises (MOF.C.K. [2006] No. 3);

7. Land Administration Law of the People’s Republic of China;

8. Urban Real Estate Administration Law of the People’s Republic of China;

9. Urban Planning Law of the People’s Republic of China;

10. MemorandumNo.1onListedCompanies’RoutineInformationDisclosure–Guidance

on Formats of Interim Announcements, issued by Shanghai Stock Exchange;

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11. Listing Rules of the Stock Exchange of Hong Kong;

12. Other relevant laws and regulations.

iii. Appraisal standards

1. Notice of the Ministry of Finance on Issuing the Asset Appraisal Standards – Basic

StandardandtheStandardsofProfessionalEthicsforAssetAppraisal–BasicStandard

(C.Q. [2004] No. 20);

2. Guiding Opinions for Certified Public Valuer on Legal Ownership of Subject under

Appraisal (Y.X. [2003] No. 18), issued by Chinese Institute of Certified Public

Accountants;

3. Notice of China Appraisal Society on Issuing the Asset Appraisal Standards –

Appraisal Report, the Asset Appraisal Standards – Appraisal Procedures, the Asset

Appraisal Standards – Engagement Letter, the Asset Appraisal Standards – Working

Paper, theAssetAppraisalStandards–MachineryandEquipment, theAssetAppraisal

Standards–RealEstateandGuidingOpinionontheTypesofValueinAssetAppraisal

(Z.P.X. [2007] No. 189);

4. The Notice of China Appraisal Society on Issuing the Guidance on State-owned Asset

Appraisal Reports of Enterprises (Z.P.X. [2008] No. 218);

5. Guidance on Appraisal for Financial Reporting Purposes (Trial).

iv. Ownership

1. Certificate of State-owned Land Use Right.

2. Planning Permit for Construction Works.

v. Pricing basis

1. Benchmark deposit and loan interest rates on the Appraisal Benchmark Date;

2. Project planning and design documents, market information known to appraisers and

field investigation outcomes;

3. Statistics, technical standards and price data released by relevant authorities of the

State;

4. Inquiry data and pricing parameter data collected by the Company.

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VII. APPRAISAL APPROACHES

The project under appraisal has been issued the planning permit and its design has been finalized,

the property condition as completed in the future is certain and the properties when completed will be

income-producing ones with many similar transactions (leasing) available in adjacent areas. Therefore, the

market approach and the income approach are used for this appraisal.

1. Market approach

The market approach, or sales comparison approach, means the Subject Properties are

compared with similar properties that have been traded shortly before the Appraisal Benchmark Date

(Trading Quotes for short) and known prices of such similar properties are revised as appropriate to

estimate the objective, reasonable price or value of Subject Properties.

(1) Selection of comparable properties

First, Subject Properties are classified according to nature and structure. Then

information on actual transactions of properties with similar purposes and structure in

the same demand-supply circle, including location, area, purpose, ambient environment,

transportation conditions, transaction date, transaction profile and price. Three of them are

selected as comparable properties. Transaction of in comparable properties are translated

to establish comparability using the same expression methods and meanings (in terms of

payment method, unit price, currency and type and measuring unit of size).

(2) Adjustments based on transaction factors

Price deviation of comparable properties resulting from special factors of transactions

is removed, so that transaction prices of comparable properties are adjusted to normal prices.

(3) Adjustments based on transaction time

The difference in transaction time between comparable properties and Subject

Properties will affect property price. Therefore, Their prices on transaction dates should be

adjusted to prices as at the appraisal time. Adjustments are made mainly using the price

change rate or index of similar properties.

(4) Adjustments based on local factors

Prices of comparable properties in their environments are adjusted to prices as in the

environment of Subject Properties. Local factors mainly include level of prosperity, easiness

of access, environment, landscape and completeness of public facilities, which have an effect

on property price.

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(5) Adjustments based on individual factors

Prices of comparable properties under their individual circumstances are adjusted to

prices as under individual circumstances of Subject Properties. Adjustments are made based

on individual factors of Subject Properties, such as service life, frontage, depth, gross floor

area, floor, orientation, building structure, fix-up standards and tear and wear.

(6) Determining the price of Subject Properties

The above adjustments made to the three comparable result in three prices and

eventually a general result (usually the average of the three prices) is calculated out as the

reference price, i.e. the unit price or price of Subject Properties (completed and existing). Ten

the price is adjusted to the forward property price.

The following is the formula for adjusted price of Subject Properties:

Market price of Subject Properties = transaction price of comparable property × (normal

transaction index/comparable transaction index) × (price index on benchmark date/price index

on comparable transaction date) × (local factor index of Subject Properties)/(local factor index

of comparable property) × (individual factor index of Subject Properties/individual factor

index of comparable property)

The following is the formula for forward property price:

Forward property price = price of existing property – discounted present value of

net earnings from leasing of existing property between incomplete status and the completed

status.

2. Income approach

The income approach is to estimate the objective and reasonable price or value by forecasting

the normal net income from Subject Properties in the future and then discounting it to the benchmark

date at an appropriate rate of return.

(1) Collect relevant income and expense data;

(2) Estimate rental income (including effective gross rental income and interest income

from tenants’ security deposit);

(3) Estimate operating expenses (including management fees, maintenance costs and taxes)

(4) Estimate net income;

(5) Select an appropriate rate of return or capitalization rate;

(6) Select an appropriate calculation formula to calculate the income price.

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Below is the reference formula for the income approach:

++−

−= t

rg

grAV )

11(1

Where: V–Incomepriceofpropertyonthebenchmarkdate

A–Netoperatingincomeofpropertyinthefirstyearahead

r–Rateofreturnonproperty

g–annualgrowthrateofnetincome

3. According to developments in the Beijing property market and materials available to appraisers, the market approach provides more objective market value of Subject Properties. Therefore, the result of appraisal under the market approach is used as the estimated value of Subject Properties.

VIII. APPRAISAL PROCEDURES

Pursuant to relevant authorities’ rules on asset appraisal, general accounting principles and relevant

laws and regulations of the State, Pan-China has examined and verified legal documents provided by the

Owner according to the appraisal engagement letter entered into with the Client, conducted necessary

ownership check and field investigation of relevant assets according to the asset list submitted by the

Owner, performed necessary market surveys and price comparisons and carried out financial analysis,

estimation and other necessary appraisal procedures. The appraisal process is detailed as follows:

i. Engagement and preparation

1. After being engaged by the Client, Pan-China discussed with the Client and (Prospective)

Owner on the purpose, subject and scope of appraisal, Appraisal Benchmark Date,

characteristics of Subject Properties and other matters having an effect on appraisal

planning.

2. arrangements were made for itemized assets declaration in line with characteristics

of Subject Properties, personnel of the (Prospective) Owner participating in appraisal

were trained and the assets deceleration checklist was filled in.

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3. Appraisal planning

According to property characteristics, the appraisal implementation plan was

developed, appraisers were identified and an onsite appraisal team was assembled.

4. Preparation of appraisal materials

The following materials were collected and sorted: transaction price data regarding

Subject Properties were collected and sorted, ownership certificates held by the developer of

Subject properties and planning and design materials for Subject Properties.

ii. Onsi te work

According to appraisal principles and rules, appraisers verified ownership and planning

documents obtained by the developer of Subject Properties and estimated the value of Subject

Properties. Specific steps are described below:

1. Conduct onsite verification against the appraisal deceleration checklist, examine and

keep a record of property condition, and talk with relevant personnel of property

developer to obtain update information on property development;

2. Developed specific appraisal procedures for Subject Properties according to their actual

conditions and characteristics;

3. review the ownership certificate, plan and design materials of the property developer;

4. Conduct market survey and price inquiry;

5. Reasonably select parameters and estimate the value of Subject Properties using market

and income approaches.

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iii. Summarization

1. Determination of appraisal result.

The appraisal result was determined according to onsite investigation and necessary

market survey and calculations made by appraisers of Pan-China.

2. Analysis of appraisal result and preparation of appraisal report.

The appraisal report for Subject Properties was prepared pursuant to Pan-China

standards. The appraisal result and the appraisal report were brought through three-level

review in accordance with Pan-China procedures and finally reviewed by signing CPVs prior

to submission.

3. Sort out working papers.

IX. ASSUMPTIONS

This Report is subject to the following assumptions and limiting conditions:

1. Transaction: All assets to be valued are assumed to be in transaction and appraisers estimate

the value of Subject Properties in a simulated market according to transaction terms and

conditions.

2. Open market: This is an assumption about market conditions and effects of such market

conditions on assets. An open market means a well-developed competitive market with

willing buyers and willing sellers acting reasonably at arms’ length, having sufficient

opportunities and time to obtain market information and under no compulsion or restrictions

to buy or sell.

3. Continuous use: This is an assumption about market conditions and the status of assets under

such market conditions. First, the appraised assets are in use; second, the assets assumed to

be in use will continue in use.

4. Completion per plans and specifications: As the subject of this appraisal is the “as completed”

fair value of selected properties of the Z15 Project of CITIC Heye to be completed in 2019,

the project is assumed to be completed per plans and specifications.

5. It is assumed that the property market volatility is small between the Appraisal Benchmark

Date and the property completion date and the market price is as of the Appraisal Benchmark

Date.

6. Lawful economic activity: The Subject Properties under appraisal have not been issued the

Presale Permit as of the Appraisal Benchmark Date. This appraisal assumes that the economic

activity is lawful as of the Appraisal Benchmark Date.

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X. CONCLUSION OF APPRAISAL

With the above appraisal procedures an approaches implemented, the market value of the Subject

Properties, as completed, is estimated at RMB11,175,730,800 as of 1 February 2014.

Appraisal Results Summary

Unit: RMB10,000

ItemBookvalue

Estimatedvalue

Increase/decrease

Valueincrement, %

A B C=B-A D=C/A×100%

1 Buildings

2 Of which: Above-grade office

space 1,080,150.12

3 Below-grade retail space 7,479.86

4 Below-grade storage space and

others 6,743.10

5 Below-grade parking garage 23,200.00

6 Total 1,117,573.08

For details of conclusion, please refer to the Appraisal Checklist.

1. This appraisal assumes that the economic activity of CITIC Bank purchasing selected

properties of the Plot Z15 Project of CITIC Heye that will be completed in 2019 is lawful

as of the Appraisal Benchmark Date. CITIC Bank has obtained the approval of Opinion of

Beijing CBD Management Committee on the Sale of Selected Properties of the CBD Core

Area Project to CITIC Bank (J.S.W.Q.W. [2013] No. 6).

2. The results of this appraisal are contingent upon assumptions contained in this Report and its

notes. Particularly, we request users of this Report to take notice that the results of appraisal

will become invalid if the above conditions as well as principles and assumptions followed in

appraisal are changed.

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XI. SPECIAL NOTES

1. “Appraisal Value” referred to in this Report means a fair value estimate provided by us for

the purpose stated in this Report under the assumption that Subject Properties are in use for

its existing purposes as a going concern and affected by their contribution to their owner

enterprise, subject to the conditions and economic environment as at Appraisal Benchmark

Date, and not used for any other purposes.

2. This appraisal is made on an independent, impartial and scientific basis. The Company and

all our personnel participating in appraisal have no special interests with respect to the Client

and (Prospective) Owner. Appraisal is completed under the supervision by relevant laws.

Appraisers have observed the code of professional ethics and exercised due diligence in

appraisal.

3. The basis of ownership, plans, design and all other materials held by the developer of Subject

Properties and provided by the Client and (Prospective) Owner in appraisal are the basis

for preparation of this Report. The Client and (Prospective) Owner shall be responsible

for reliability, authenticity, accuracy and completeness of materials provided them. If the

Client and (Prospective) Owner intentionally conceal or provide false information to mislead

appraisers in property ownership investigation and calculations, the Client and (Prospective)

Owner shall bear all legal consequences thereof.

4. In performing appraisal procedures, appraisers paid due attention to and conducted necessary

examination of ownership documents and materials held by the developer of Subject

Properties and provided by the (Prospective) Owner pursuant to relevant appraisal rules, but

the determination of ownership of Subject Appraisal is beyond the scope of work. We do not

express any opinion on the ownership of Subject Properties.

5. The conclusion of appraisal provided in this Report reflects the fair value of Subject

Properties determined pursuant to the open market principle for the designated purpose of

appraisal, without giving consideration to costs and taxes payable in relation to ownership

registration or changes of such properties, reserves for tax adjustments regarding value

increment, possible charges, guarantees, contingent liabilities, pending lawsuits or any

possible effects or any other possible lawsuit, effects of possible additional prices requested

by special parties to transaction on estimated price or effects of the national macro-economic

policies and force majeure on asset price. The conclusion of appraisal shall not be regarded a

guaranteed realizable price of Subject Properties.

6. The result of this appraisal is based on assumptions contained in this Report and its notes.

Such data will vary with market factors. We are not responsible for expressing an opinion on

market changes and not obligated to make any modifications to reflect matters subsequent to

the report date. The appraisal result usually will become invalid if the above conditions as

well as principles and assumptions followed in appraisal are changed.

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7. Subject Properties are incomplete on the Appraisal Benchmark Date and do not meet presale

criteria. This appraisal assumes that prospective purchase of the Client is lawful. CITIC

Bank has obtained the Opinion of Beijing CBD Management Committee on the Sale of

Selected Properties of the CBD Core Area Project to China CITIC Bank Corporation Limited

(J.S.W.Q.W. [2013] No. 6). Beijing CBD Management Committee has approved the sale of

selected properties of Plot Z15 Project to CITIC Bank by CITIC Heye.

8. The Plot Z15 Project has a huge fund demand and long construction period. This appraisal

does not take into account any possible huge changes in national policies in finance, real

estate, taxation and interest rate.

9. This appraisal assumes that the Plot Z15 Project may be completed and delivered for use as

scheduled (in 2019).

10. The floor areas of office spaces, underground parking lots and below-grade retail spaces are

from materials provided by CITIC Heye, while the completed floor areas determined by the

property mapping agency and indicated in the property ownership certificate issued by the

property administration authority will be final, which may lead to some deviation from the

estimated value.

11. This appraisal does not take into account any possible major adjustments or changes in the

design or construction plan of the Plot Z15 Project in the future.

12. This Report is an appraisal report of a special advisory nature, not intended to replace the

investment decision of the Client.

13. Appendices to this Report constitute an integral part of and bear the same legal force as this

Report.

We hereby request users of this Report to pay due attention to possible effects of the above special notes on the conclusion of appraisal.

XII. LIMITING CONDITIONS

1. This Report is intended to be used only for the economic activity of the Client with respect to

the designated purpose of appraisal and for review by the administrative authority overseeing

asset appraisal; the right to use this Report rests with the Client.

2. This Report shall be used only by users stated in this Report.

3. The Client shall not disclosure this Report in part or in whole on any public media without

our consent; we deny any legal liability for consequences of misusing the appraisal result for

any other economic activity.

4. Pursuant to relevant rules of the State, the appraisal result provided in this Report shall be

valid for one year commencing on 1 February 2014 and ending on 31 January 2015.

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XIII. REPORTING DATE

This Appraisal Reporting date is 20 March 2014.

(Signature Page)

Appraisal Agency: Pan-China Assets Appraisal Co., Ltd.

Legal Representative: Sun Jianmin

Certified Public Valuer: Wen Lizhi (11070050)

Certified Public Valuer: He Xiaofeng (11100336)

25 April 2014

- 133 -

APPENDIX XII GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This document, for which the directors of the issuer collectively and individually accept full

responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities

on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the

issuer. The directors having made all reasonable enquiries, confirm that to the best of their knowledge and

belief the information contained in this document is accurate and complete in all material respects and not

misleading or deceptive, and there are no other matters the omission of which would make any statement

herein or this document misleading.

2. DIRECTORS’, SUPERVISORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SECURITIES

As at the Latest Practicable Date, any interests or short positions in the Shares, underlying Shares

or debentures of the Bank or its any associated corporations (within the meaning of Part XV of the SFO)

as required to be recorded in the share register kept under section 352 of the SFO or to be notified to the

Bank and the Hong Kong Stock Exchange pursuant to Division 7 and 8 of Part XV of the SFO or pursuant

to the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix 10 of the Hong

Kong Listing Rules which were held by the Directors, Supervisors and chief executive of the Bank are set

out as follows:

Name of DirectorName of theassociated company Type of interests

Types/number of the shares/options held

Percentage of total issued shares of the associated company Execution period

Chang Zhengming CITIC Pacific Limited Personal interest 600,000

share options (L)

0.01% 2009.11.19-2014.11.18

Dou Jianzhong CIAM Group Limited Personal interest 1,250,000

share options (L)

0.56% 2011.9.9-2014.9.8

1,250,000

share options (L)

2014.4.15-2016.4.14

Note: (L) stands for long position.

Save as disclosed above, the Directors, Supervisors and chief executive of the Bank had no

interests or short positions in the Shares, underlying Shares and debentures of the Bank or any associated

corporations as at the Latest Practicable Date.

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

None of the Directors or their respective associates is interested in any business, which competes or

is likely to compete, either directly or indirectly, with the Bank’s business.

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4. OTHER ARRANGEMENTS INVOLVING DIRECTORS

As at the Latest Practicable Date:

(a) none of the Directors was materially interested in any contract or arrangement subsisting at

the date of this circular which is significant in relation to the business of the Bank; and

(b) none of the Directors had any direct or indirect interest in any assets which had been, since

31 December 2013 (the date to which the latest published audited accounts of the Bank were

made up), (i) acquired or disposed of by; or (ii) leased to; or (iii) are proposed to be acquired

or disposed of by; or (iv) are proposed to be leased to the Bank.

As at the Latest Practicable Date, the following Directors of the Bank are directors or employees of

a company which has an interest or short position in the Shares and underlying Shares of the Bank which

would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO.

NamePosition in the entities disclosed under the provisions of Division 2 and 3 of Part XV of the SFO

Chang Zhenming Chairman of the board of directors of CITIC Limited/Chairman of the

board of directors of CITIC Group

Dou Jianzhong executive director and deputy general manager of CITIC Limited/

executive director of CITIC Group

Zhu Xiaohuang deputy general manager of CITIC Limited

Li Qingping deputy general manager of CITIC Limited

Guo Ketong assistant to general manager of CITIC Limited

Sun Deshun a director of CITIC Prudential Life

5. SERVICE CONTRACTS

No Director has a service contract with the Bank or any of its subsidiaries which is not expiring or

determinable by the employing company within one year without payment of compensation other than the

normal statutory compensation.

- 135 -


6. EXPERTS

The qualification of the expert who has been named in this circular or has given advice or opinions

contained in this circular is as follows:

Name Qualification

TC Capital Asia Limited

(“TC Capital”)

A Corporation licensed to carry out type 1 (dealing in

securities) and type 6 (advising on corporate finance)

regulated activities under the SFO

GF Capital (Hong Kong)

Limited (“GF Capital”)

A Corporation licensed to carry out type 1 (dealing in

securities) and type 6 (advising on corporate finance)

regulated activities under the SFO

Grant Sherman Appraisal

Limited (“GS Appraisal”)

Independent Professional Valuer

Pan-China Assets Appraisal

Co., Ltd. (“Pan-China”)

Independent Professional Valuer

TC Capital, GF Capital, GS Appraisal and Pan-China have respectively given and have not

withdrawn their written consent to the issue of this circular with the inclusion herein of its letter or its

name in the form and context in which it is included.

None of TC Capital, GF Capital, GS Appraisal or Pan-China has any shareholding in any group

member of the Bank or the right (whether legally enforceable or not) to subscribe for or to nominate

persons to subscribe for securities in any group member of the Bank.

Each of TC Capital and GF Capital respectively issued a letter dated 25 April 2014, and GS

Appraisal and Pan-China respectively issued a valuation report dated 25 April 2014, for the purpose of

incorporation in this circular in connection with its advice/valuation to the Independent Board Committee

and the Independent Shareholders.

None of TC Capital, GF Capital, GS Appraisal or Pan-China has any direct or indirect interests in

any assets which have been, since 31 December 2013 (being the date to which the latest published audited

accounts of the Bank were made up), acquired or disposed of by or leased to the Bank, or which are

proposed to be acquired or disposed of by or leased to any group member of the Bank.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date and save as disclosed in the announcements or other documents

published by the Bank on the websites of the Hong Kong Stock Exchange and the Bank, the Directors

are not aware of any material adverse change in the financial or trading position of the Bank since 31

December 2013, being the date to which the latest published audited accounts of the Bank were made up.

- 136 -


8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at

Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong from the date of this circular up to and

including the date of the 2013 Annual General Meeting:

(a) the letter from the Board, the text of which is set out on pages 4 to 30 of this circular;

(b) the letter of recommendation from the Independent Board Committee, the text of which is set

out in Appendix VII of this circular;

(c) the letter of advice from TC Capital Asia Limited, the text of which is set out in Appendix

VIII of this circular;

(d) the letter of advice from GF Capital (Hong Kong) Limited, the text of which is set out in

Appendix IX of this circular;

(e) the valuation report from Grant Sherman Appraisal Limited, the text of which is set out set

out in Appendix X of this circular;

(f) the appraisal report from Pan-China Assets Appraisal Co., Ltd, the text of which is set out in

Appendix XI of this circular;

(g) the written consents of TC Capital Asia Limited, GF Capital (Hong Kong) Limited, Grant

Sherman Appraisal Limited and Pan-China Assets Appraisal Co., Ltd referred to in the

section headed “Experts” in this appendix;

(h) the CITIC Bank and CITIC Group Asset Transfer Framework Agreement;

(i) the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework

Agreement; and

(j) the agreement of intent between CITIC Bank and CITIC Heye.

- 137 -

REVISED NotIcE of thE 2013 ANNuAl GENERAl MEEtING



(Stock Code: 998)

REVISED NOTICE OF THE 2013 ANNUAL GENERAL MEETING

Reference is made to the notice dated 4 April 2014 of China CITIC Bank Corporation Limited (the “Bank”) in relation to the notice of the annual general meeting of 2013 (“2013 Annual General Meeting”)

of the Bank to be held on Wednesday, 21 May 2014.

REVISED NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting of the Bank will be held at 9:30 a.m. on Wednesday, 21 May 2014 at the Conference Room, 16/F, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People’s Republic of China to consider and, if thought fit, to approve the following ordinary resolutions:

1. to consider and approve the report of the Board of Directors of the Bank of the year 2013;

2. to consider and approve the report of the Board of Supervisors of the Bank for the year 2013;

3. to consider and approve the Annual Report of the Bank for the year 2013;

4. to consider and approve the Financial Report of the Bank for the year 2013;

5. to consider and approve the Financial Budget Plan of the Bank for the year 2014;

6. to consider and approve the profit distribution plan for the year 2013;

7. to consider and approve the resolution on engagement of accounting firms and their service fees for the year 2014;

8. consider and approve the resolution on application for the cap of credit extension related party transactions with related parties for the year 2014;

9. consider and approve the resolution on application for the caps of non-credit extension connected transactions with connected person for the year 2014*;

9.1 CITIC Bank and CITIC Group Asset Transfer Framework Agreement and its annual cap;

9.2 CITIC Bank and CITIC Group Wealth Management and Investment Services Framework Agreement and its annual caps;

10. consider and approve the special report on related party transactions of the Bank for the year 2013;

11. consider and approve the resolution on purchase of part of the properties of project CBD-Z15;

12. consider and approve the resolution on election of Mr. Yuan Ming as an independent non-executive director; and

- 138 -


The following special resolutions:

13. consider and approve the resolution on amendments to the Articles of Association;

14. consider and approve the resolution on amendments to the Rules of Procedures of the Shareholders’ General Meeting;

15. consider and approve the resolution on amendments to the Rules of Procedures of the Board of Directors; and

16. consider and approve the resolution on amendments to the Rules of Procedures of the Board of Supervisors.

*Note: In relation to the non-credit extension connected transactions, as the highest applicable percentage ratios calculated in accordance with Chapter 14A of the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) in respect of the respective annual caps under the CITIC Bank and CITIC Group Third-Party Escrow Service Framework Agreement, CITIC Bank and CITIC Group Asset Custody Service Framework Agreement, CITIC Bank and CITIC Group Financial Consulting and Asset Management Service Framework Agreement, CITIC Bank and CITIC Group Capital Transactions Framework Agreement, CITIC Bank and CITIC Group Comprehensive Service Framework Agreement, and the CITIC Bank and BBVA Capital Transactions Framework Agreement do not exceed 5%, the transactions contemplated thereunder are subject to reporting and announcement requirements but are exempted from Independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio in respect of the annual cap for the transactions under the CITIC Bank and CITIC Group Asset Transfer Framework Agreement and the principal-guaranteed wealth management and investment service under CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement exceed 5% on an annual basis, such transactions constitute the connected transactions under Rule 14A.16(5) of the Hong Kong Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under the Hong Kong Listing Rules.

Although each of the applicable percentage ratios calculated in accordance with the Hong Kong Listing Rules in respect of the annual cap under the non-principal-guaranteed wealth management & agency service under the CITIC Bank and CITIC Group Wealth Management and Investment Service Framework Agreement does not exceed 5% on an annual basis, the transaction is subject to Independent Shareholders’ approval under the requirements of the Shanghai Stock Exchange.

In addition, the Shareholders will listen to the Report of the Board of Supervisors on the Directors’ Annual Performance Assessment for the Year 2013, Report of the Board of Supervisors on the Annual Performance Assessment of Senior Management for the Year 2013 and Report of the Board of Supervisors on the Supervisors’ Annual Performance Assessment for the Year 2013 at the 2013 Annual General Meeting.

A circular will be despatched to the Shareholders by the Bank on or before 30 April 2014.

By order of the Board ofChina CITIC Bank Corporation Limited

CHANG ZhenmingChairman of the Board

Beijing, the PRC25 April 2014

As at the date of this notice, the executive directors of the Bank are Dr. Zhu Xiaohuang and Mr. Sun Deshun; the non-executive directors are Mr. Chang Zhenming, Dr. Chen Xiaoxian, Mr. Dou Jianzhong, Ms. Li Qingping, Mr. Guo Ketong, Mr. Zhang Xiaowei and Mr. Gonzalo José Toraño Vallina; and the independent non-executive directors are Mr. Li Zheping, Dr. Xing Tiancai, Ms. Liu Shulan, Ms. Wu Xiaoqing and Mr. Wong Luen Cheung Andrew.

- 139 -


Notes:

1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE 2013 ANNUAL GENERAL MEETING

Holders of H Shares are advised that the register of members for H Shares will be closed from Monday, 21 April 2014 to Wednesday, 21 May 2014 (both days inclusive). The Shareholders whose names appear on the register of members of the Bank on Wednesday, 21 May 2014 are entitled to attend and vote at the 2013 Annual General Meeting. Holders of H Shares who wish to attend the 2013 Annual General Meeting but have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Bank inHongKong,ComputershareHongKong InvestorServicesLimited, atShops1712–16,17thFloor,HopewellCentre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 17 April 2014.

2. PROXY

Shareholders entitled to attend and vote at the 2013 Annual General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a Shareholder of the Bank.

The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorisations document must be notarized.

For holders of H Shares, the proxy form together with the power of attorney or other authorization document (if any) must be lodged at the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in person or by post not less than 24 hours before the time fixed for holding the the 2013 Annual General Meeting or any adjournment thereof (as the case may be). Shareholders can still attend and vote at the 2013 Annual General Meeting upon completion and return of the proxy form.

3. REPLY SLIP

Holders of H Shares who intend to attend the 2013 Annual General Meeting in person or by proxy should return the reply slip to the H Share registrar of the Bank in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Thursday, 1 May 2014.

4. CONTACT DETAILS OF THE BANK

Contact Address: Block C, Fuhua Mansion, 8 Chaoyangmen Beidajie, Dongcheng District,Beijing, the People’s Republic of China.Postcode: 100027Contact Person: TANG Yiyu, LIU XiaolinContact Telephone: (86 10) 6555 8000Contact Fax: (86 10) 6555 0809

5. PROCEDURES FOR VOTING AT THE AGM OF 2013

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at the 2013 Annual General Meeting must be taken by poll.

6. OTHER BUSINESS

Shareholders (in person or by proxy) attending the 2013 Annual General Meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the 2013 Annual General Meeting shall produce their identity documents.



(Stock Code: 998)

PROXY FORMFor the Annual General Meeting for the Year 2013 of China CITIC Bank Corporation Limited (the “Bank”) on

Wednesday, 21 May 2014 and any adjournment thereof

I/We (Note 1)

of (Note 2)

being the registered holder(s) of (Note 3)

H shares of RMB1.00 each in the share capital of the Bank, hereby appoint the Chairman of the meeting (Notes 4 and 5)

of

and/or of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting for the year 2013 of the Bank to be held at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People’s Republic of China on Wednesday, 21 May 2014 at 9:30 a.m. and at any adjournment thereof and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Bank.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting.

No. Ordinary Resolutions For(Note 6)

Against(Note 6)

Abstain(Note 6)

1. to consider and approve the report of the Board of Directors of the Bank of the year 2013

2. to consider and approve the report of the Board of Supervisors of the Bank for the year 2013

3. to consider and approve the Annual Report of the Bank for the year 2013

4. to consider and approve the Financial Report of the Bank for the year 2013

5. to consider and approve the Financial Budget Plan of the Bank for the year 2014

6. to consider and approve the profit distribution plan for the year 2013

7. to consider and approve the resolution on engagement of accounting firms and their service fees for the year 2014

8. consider and approve the resolution on the application for the cap of credit extension related party transactions with related parties enterprises for the year 2014

9. consider and approve the resolution on application for the caps of non-credit extension connected transactions with connected person for the year 2014

9.1. CITIC Bank and CITIC Group Asset Transfer Framework Agreement and its annual cap

9.2. CITIC Bank and CITIC Group Wealth Management and Investment Services Framework Agreement and its annual caps

10. consider and approve the special report on related party transactions of the Bank for the year 2013

11. consider and approve the resolution on the purchase of part of the properties of project CBD-Z15

12. Consider and approve the resolution on election of Mr. Yuan Ming as an independent non-executive director

Special Resolutions

13. consider and approve the resolution on the amendments to the Articles of Association

14. consider and approve the resolution on the amendments to the Rules of Procedures of Shareholders’ General Meeting

15. consider and approve the resolution on the amendments to the Rules of Procedures of Board of Directors

16. consider and approve the resolution on the amendments to the Rules of Procedures of Board of Supervisors

Signature (Note 7) Dated 2014

Notes:

1. Please insert full name(s) in BLOCK CAPITALS.

2. Please insert full address(es) in BLOCK CAPITALS.

3. Please insert the number of shares registered in your name(s) to which this proxy from relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Bank registered in your name(s).

4. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Bank, but must attend the meeting in person in order to represent you.

5. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the annual general meeting for the year 2013, either in person or by proxy.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the office of the H Share Registrar of the Bank, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at least 24 hours before the meeting or any adjournment thereof.

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting in person if you so wish.

10. Shareholders or their proxies attending the meeting shall produce their identity documents.



(Stock Code: 998)

Reply Slip for the Annual General Meeting for the Year 2013

To: China CITIC Bank Corporation Limited (the “Bank”)

I/We (Note 1)

of (Note 2)

being the registered holder(s) of (Note 3) H shares

of RMB1.00 each in the share capital of the Bank, hereby inform the Bank that I/we intend to attend or

appoint a proxy to attend on my/our behalf the annual general meeting for the year 2013 of the Bank to

be held at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie,

Dongcheng District, Beijing, the People’s Republic of China (the “PRC”) at 9:30 a.m. on Wednesday, 21

May 2014.

Signature: Date: 2014

Notes:

1. Please insert full name(s) of the shareholder(s) as registered in the register of members of the Bank in BLOCK CAPITALS.

2. Please insert full address(es) of the shareholder(s) as registered in the register of members of the Bank in BLOCK CAPITALS.

3. Please insert the number of shares registered in your name(s).

4. The completed and signed reply slip should be delivered to the office of the H Share registrar of the Bank,

Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East,

Wanchai, Hong Kong on or before Thursday, 1 May 2014.

5. The Bank’s registered office is at Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District,

Beijing 100027, the PRC (contact persons: TANG Yiyu, LIU Xiaolin, Telephone: (8610) 6555 8000, Fax: (8610) 6555

0809).

6. If shareholders intend to express their opinion at the annual general meeting for the year 2013, please indicate such

intention in brief (together with the approximate time required) in the following box. Please note that in view of the

time constraint, registration will be arranged for shareholders who intend to express their opinion. The Bank cannot

guarantee that all shareholders who have indicated their intention to express their opinion in this reply slip can do so

at the meeting.

I would like to express my opinion as follows:

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