CITIC Securities : PROPOSED AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AND POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CITIC Securities Company Limited, you should at once hand this circular together with the enclosed the Second Proxy Form for the Extraordinary General Meeting to the purchaser or transferee or to the bank, 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.

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

(Stock Code: 6030)

PROPOSED AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF

ASSOCIATION OF THE COMPANY

AND

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

AND SUPPLEMENTAL NOTICE

This circular should be read in conjunction with the announcement of the Company dated 28 July 2020. The Extraordinary General Meeting originally scheduled to be held at 9:30 a.m. on Friday, 31 July 2020 has been postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 9:30 a.m. on Tuesday, 18 August 2020. The postponement of the Extraordinary General Meeting and supplemental notice is set out on pages 10 to 11 of this circular.

The Second Proxy Form applicable to the Extraordinary General Meeting is enclosed with this circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.

H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof.

Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

3 August 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY
GENERAL MEETING AND SUPPLEMENTAL NOTICE . . . . . . . . . . . . . . .	10

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share(s)"	the domestic share(s) in the ordinary share capital of the Company
	with a nominal value of RMB1.00 each, which are listed on the
	Shanghai Stock Exchange (stock code: 600030);
"A Shareholder(s)"	holder(s) of A Shares;
"Articles of Association"	the Articles of Association of the Company;
"Board"	the board of directors of the Company;
"CITIC Corporation Limited"	CITIC Corporation Limited (中國中信有限公司) (formerly known as
	CITIC Limited (中國中信股份有限公司) and renamed in 2014, and
	currently being a wholly-owned subsidiary of CITIC Limited), which
	is the largest Shareholder of the Company who individually holds
	approximately 15.47% of the Shares of the Company;
"Company"	CITIC Securities Company Limited (中信証券股份有限公司), a joint
	stock company incorporated in the PRC with limited liability, whose
	H Shares and A Shares are listed on the Hong Kong Stock Exchange
	and the Shanghai Stock Exchange respectively;
"Company Law"	the Company Law of the People's Republic of China (as amended
	from time to time);
"Director(s)"	the director(s) of the Company;
"Extraordinary General Meeting"	the 2020 First Extraordinary General Meeting of the Company
	originally scheduled to be held on Friday, 31 July 2020 and has been
	postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four
	Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing,
	the PRC at 9:30 a.m. on Tuesday, 18 August 2020;
"First Proxy Form"	the proxy form enclosed with the circular and the notice of
	Extraordinary General Meeting of the Company dated 16 June 2020;
"H Share(s)"	the overseas listed foreign share(s) in the ordinary share capital of the
	Company with a nominal value of RMB1.00 each, which are listed on
	the Hong Kong Stock Exchange (stock code: 6030);
"H Shareholder(s)"	holder(s) of H Shares;
"Hong Kong"	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 (as amended from time to time);

- 1 -

	DEFINITIONS
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Latest Practicable Date"	29 July 2020, being the latest practicable date of ascertaining the
	relevant information contained in this circular prior to its publication;
"Notice of Extraordinary	the Notice of Extraordinary General Meeting of the Company dated 16
General Meeting"	June 2020;
"PRC" or "China"	the People's Republic of China which, for the purpose of this circular
	only, excludes Hong Kong, the Macau Special Administrative Region
	of the PRC and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"Second Proxy Form"	the new proxy form for the Extraordinary General Meeting, which is
	enclosed with this circular;
"Share(s)"	the ordinary share(s) of the Company with a nominal value of
	RMB1.00 each, including A Share(s) and H Share(s); and
"Shareholder(s)"	the registered holder(s) of the Shares of the Company.

- 2 -

LETTER FROM THE BOARD

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

(Stock Code: 6030)

Directors:	Registered Office:
Mr. ZHANG Youjun (Executive Director, Chairman)	North Tower, Excellence Times Plaza II
Mr. YANG Minghui (Executive Director)	No. 8 Zhong Xin San Road
	Futian District
Mr. WANG Shuhui (Non-executive Director)	Shenzhen, Guangdong Province
	the PRC
Mr. LIU Ke (Independent Non-executive Director)
Mr. HE Jia (Independent Non-executive Director)	Principal place of business in Hong Kong:
Mr. ZHOU Zhonghui (Independent Non-executive Director)	26/F, CITIC Tower
	1 Tim Mei Avenue
	Central, Hong Kong
	3 August 2020
To the H Shareholders,

PROPOSED AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF

ASSOCIATION OF THE COMPANY

AND

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

AND SUPPLEMENTAL NOTICE

1 INTRODUCTION

References are made to (i) the notice and circular of Extraordinary General Meeting of the Company dated 16 June 2020, which set out the resolution to be put forward at the Extraordinary General Meeting for Shareholders' consideration, namely the Resolution on the Amendments to the Articles of Association of the Company; and (ii) the announcement of the Company dated 28 July 2020 (the "Announcement").

As disclosed in the Announcement, the Board has resolved at a meeting held on 28 July 2020 to withdraw the "1. Resolution on the Amendments to the Articles of Association of the Company" as a special resolution set out in the Notice of Extraordinary General Meeting, and the resolution will no longer be put forward at the Extraordinary General Meeting. The Board also considered and approved the Proposal on the Amendments and Improvements to the Articles of Association of the Company at the above- mentioned meeting, and agreed to make amendments and improvements to the Articles of Association. In accordance with the Articles of Association, the Board, as the convener of the Shareholders' general meeting, shall not make any change to the proposals set forth in the notice of the Shareholders' general meeting or submit any new proposal after publishing the notice of the Shareholders' general meeting. Shareholders that hold, individually or collectively, 3% or more of the Shares of the Company may submit provisional proposals in writing to the convener 10 days prior to the date of the Shareholders' general meeting. On 28 July 2020, the Board received the provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company, submitted by CITIC Corporation Limited, the largest Shareholder of the Company, to the Extraordinary General Meeting.

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LETTER FROM THE BOARD

This circular aims to provide you with the detailed information regarding, among others, (i) the details of the above-mentioned provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company; and (ii) the postponement of the Extraordinary General Meeting and supplemental notice, so as to enable you to make an informed decision on whether to vote for or against the provisional proposal to be put forward at the Extraordinary General Meeting.

2 THE PROVISIONAL PROPOSAL RELATING TO THE RESOLUTION ON THE AMENDMENTS AND IMPROVEMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

In accordance with Article 19 of the Company Law and the relevant requirements regarding incorporation of Party-building work into the articles of association of financial enterprises and after taking into consideration the actual situation of the Company, it is proposed to amend and improve certain articles of the Articles of Association of the Company.

Detailed information of the proposed amendments and improvements to the Articles of Association is as follows:

Original Articles

New Articles

Basis for the

Article No.

Article

Article No.

Article

Amendments

Newly added article. The original

Article 10

In accordance with the relevant

Article

19

of

the

Article 10 is adjusted accordingly

provisions of the Constitution of

Company

Law

and

to Article 11. The content is

the Communist Party of China and

r

e l

e

v

a

n t

omitted.

the Company Law, organizations

r e q u i r e m e n t s

of

the

Communist

Party

of

r e g a r d i n g

China shall be established. The

incorporation

of

Party

Committee

shall

play

Party-building work

the leadership role, setting the

into

the

articles

direction, keeping

in

mind

the

of

associations

of

big picture and ensuring the

financial enterprises

implementation

of

the Party

policies

and

principles.

The

working organs of the Party shall

be

established

with

sufficient

staff to deal with Party affairs and

sufficient funds to operate the

Party organization.

Newly

added chapter.

The

Chapter 4

Party Organization

Article

19

of

the

numbering of the original chapter

Company

Law

is adjusted accordingly.

The

a n d

r e l e v a n t

content is omitted.

r e q u i r e m e n t s

r e g a r d i n g

incorporation

of

Party-building work

into

the

articles

of

associations

of

financial enterprises

- 4 -

LETTER FROM THE BOARD

Original Articles

New Articles

Basis for the

Amendments

Article No.

Article

Article No.

Article

Newly

added article. The

Article 68

The Committee of the Communist

Article 19 of the

numbering of the original article is

Party

of

the CITIC

Securities

Company

Law

adjusted accordingly. The content

Company

Limited (the

"Party

a n d

r e l e v a n t

is omitted.

Committee") shall be established

r e q u i r e m e n t s

by the Company. The Party

r e g a r d i n g

Committee shall consist of one

incorporation

of

secretary, one to two deputy

P a r t y - b u i l d i n g

secretaries,

and

several

other

work

into

the

members.

The

chairman

of

a r t i c l e s

o f

the Board of Directors and the

a s s o c i a t i o n s

secretary of the Party Committee

o f

f i n a n c i a l

shall be the same person, and

enterprises

one deputy secretary shall be

designated to assist the secretary

in carrying out Party-building

work.

Eligible

members

of

the

Party

Committee

can

join

the Board of Directors, the

Supervisory Committee

and the

Executive

Committee

through

legal

procedures,

while

eligible

members of the Board of

Directors, Supervisory Committee

and the Executive Committee can

also join the Party Committee in

accordance

with

relevant

rules

and

procedures.

Meanwhile,

the

commissions

for

discipline

inspection of the Communist Party

of the CITIC Securities Company

Limited (the "Party Discipline

Inspection

Commissions")

shall

be established by the Company

in

accordance

with

relevant

requirements.

- 5 -

LETTER FROM THE BOARD

Original Articles

New Articles

Basis for the

Amendments

Article No.

Article

Article No.

Article

Newly

added article. The

Article 69

The

Party

Committee

of

the

Article 19 of the

numbering of the original article is

Company

shall

perform

the

Company

Law

adjusted accordingly. The content

duties

in

accordance

with

the

a n d

r e l e v a n t

is omitted.

Constitution

of

the

Communist

r e q u i r e m e n t s

Party of China, the Working

r e g a r d i n g

Rules for the Party Group of the

incorporation

of

Communist Party of China, the

P a r t y - b u i l d i n g

Working Rules for the Grassroot

work

into

the

Organizations of the State-owned

a r t i c l e s

o f

Enterprises

of

the

Communist

a s s o c i a t i o n s

Party of China (Trial) and other

o f

f i n a n c i a l

internal laws and regulations of

enterprises

the Party.

(1) ensure and supervise the

Company's implementation

of policies

and

guidelines

of the Party and the State,

and

implement

major

strategic

decisions

of

the

Central

Committee

of

the

Party and the State Council,

as well as important work

arrangements

of

higher-

level Party organizations.

(2)

strengthen

its

leadership

and gate keeping role in

the

management

of

the

process

of

selection

and

appointment of

personnel,

focusing

on

standards,

procedure,

evaluation,

recommendation

and

supervision,

uphold

the

integration

of

the

principle

that the Party manages the

officials

with

the

function

of the Board of Directors in

the lawful

selection

of

the

management and

with

the

lawful exercise of authority

of appointment,

promotion

and demotion of personnel

by the management.

- 6 -

LETTER FROM THE BOARD

	Original Articles	New Articles						Basis for the
							Amendments
Article No.	Article	Article No.	Article
		(3) discuss	and	decide	the
		reform,	development	and
		stability	of	the	Company,
		major	operational	and
		management	issues	and
		major issues	concerning
		employee		interests	in
		accordance	with	the
		relevant		requirements,
		and	put	forth		comments
		and	suggestions.	Support
		the	General	Meeting	of
		Shareholders,	the	Board of
		Directors, the Supervisory
		Committee	and	the
		Executive	Committee	in
		performing		their duties
		in	accordance	with	law
		and	support		the		employee
		representatives		general
		meeting in carrying out its
		work.

(4) assume the primary responsibility to run the Party comprehensively with strict discipline, lead the Company's ideological and political work, the United Front work, the cultural and ethical progress, corporate culture cultivation as well as the work of groups such as the labor union and the Communist Youth League, lead the building of the Party's working style and its clean and honest administration, and support the Party Discipline Inspection Commissions in earnestly performing its supervisory responsibilities.

- 7 -

LETTER FROM THE BOARD

Original Articles

New Articles

Basis for the

Amendments

Article No.

Article

Article No.

Article

(5) strengthen the building of

the Company's

grassroots

Party

organizations

and

of its contingent of Party

members, give full play to

the role of Party branches

as strongholds and to the

role

of

Party

members

as

pioneers

and

fine

examples,

and

unite

and

lead officials and employees

company-wide to devote

themselves

into

the

reform

and

development

of

the

Company.

(6) other material matters that

fall within the duty of the

Party Committee.

Newly

added article. The

Article 180

The opinions

of

the

Party

Article

19

of

the

numbering of the original article is

Committee

shall

be heard

before

Company

Law

and

adjusted accordingly. The content

the Board of Directors decides on

r

e l

e

v

a

n t

is omitted.

material issues of the Company.

r e q u i r e m e n t s

r e g a r d i n g

incorporation

of

Party-building work

into

the

articles

of

associations

of

financial enterprises

The above-mentioned proposed amendments to the Articles of Association are subject to the approval by the Shareholders at the Extraordinary General Meeting by way of a special resolution. The Company will complete the relevant filings in relation to the amendments to the Articles of Association in accordance with the regulatory requirements.

3 EXTRAORDINARY GENERAL MEETING AND THE SECOND PROXY FORM

As mentioned above, given CITIC Corporation Limited has submitted a provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company to the Extraordinary General Meeting, the Board shall dispatch a supplemental circular in relation to the provisional proposal to the Shareholders in accordance with the requirements of the Hong Kong Listing Rules. As such, the Extraordinary General Meeting originally scheduled to be held at 9:30 a.m. on Friday, 31 July 2020 will be postponed to be held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC at 9:30 a.m. on Tuesday, 18 August 2020. The postponement of the Extraordinary General Meeting and supplemental notice is set out on pages 10 to 11 of this circular.

Given the Extraordinary General Meeting has been postponed to be held on 18 August 2020, the last date for closure of the H Share register of members of the Company will be extended to Tuesday, 18 August 2020 (including the last day). Accordingly, no H Share transfer will be registered during the period from Wednesday, 1 July 2020 to Tuesday, 18 August 2020 (both days inclusive). The H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, 18 August 2020 are entitled to attend and vote at the Extraordinary General Meeting.

- 8 -

LETTER FROM THE BOARD

Due to the withdrawal of the "1. The Resolution on the Amendments to the Articles of Association of the Company" as a special resolution set out in the Notice of Extraordinary General Meeting, and the submission of the new provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company, the Company will despatch the "Second Proxy Form" to you together with this circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.

H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof.

Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

4 RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the above-mentioned provisional proposal relating to the Resolution on the Amendments and Improvements to the Articles of Association of the Company is in the interest of the Company and its Shareholders as a whole and accordingly recommend you to vote in favor of the resolution.

Yours faithfully,

By order of the Board

CITIC Securities Company Limited

ZHANG Youjun

Chairman

- 9 -

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY

GENERAL MEETING AND SUPPLEMENTAL NOTICE

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

(Stock Code: 6030)

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING AND SUPPLEMENTAL NOTICE

References are made to the notice (the "Notice of Extraordinary General Meeting") of the 2020 First Extraordinary General Meeting (the "Extraordinary General Meeting") of CITIC Securities Company Limited (the "Company") dated 16 June 2020, the announcement dated 28 July 2020 and the circular dated 3 August 2020 (the "Circular"). Unless the context otherwise requires, the terms used in this supplemental notice shall have the same meaning as those defined in the Circular.

Supplemental notice is hereby given that (i) the Extraordinary General Meeting will be postponed to be held at 9:30 a.m. on Tuesday, 18 August 2020 at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC; (ii) the Company has withdrawn the "1. Resolution on the Amendments to the Articles of Association of the Company" as a special resolution set out in the Notice of Extraordinary General Meeting; and (iii) the following new resolution is proposed to be considered and, if thought fit, approved by the Shareholders at the Extraordinary General Meeting.

SPECIAL RESOLUTION

1. To consider and approve the resolution on the amendments and improvements to the Articles of Association of the Company.

By order of the Board

CITIC Securities Company Limited

ZHANG Youjun

Chairman

Beijing, the PRC

3 August 2020

- 10 -

POSTPONEMENT OF THE 2020 FIRST EXTRAORDINARY

GENERAL MEETING AND SUPPLEMENTAL NOTICE

Notes:

1. Details of the above new resolution are set out in the Circular.
2. Given the Extraordinary General Meeting has been postponed to be held on 18 August 2020, the last date for closure of the H Share register of members of the Company will be extended to Tuesday, 18 August 2020 (including the last day). Accordingly, no H Share transfer will be registered during the period from Wednesday, 1 July 2020 to Tuesday, 18 August 2020 (both days inclusive). The H Shareholders whose names appear on the H Share register of members of the Company on Tuesday, 18 August 2020 are entitled to attend and vote at the Extraordinary General Meeting.
3. A Second Proxy Form containing the above resolution is enclosed with the Circular. The Second Proxy Form will revoke and supersede the First Proxy Form enclosed with the circular of the Extraordinary General Meeting of the Company dated 16 June 2020. H Shareholders who have submitted the First Proxy Form to the H Share registrar of the Company must note that the First Proxy Form will no longer be applicable to the Extraordinary General Meeting and voting on the new provisional proposal.
4. H Shareholders who intend to appoint proxies to attend the Extraordinary General Meeting and vote on the new provisional proposal are required to complete the enclosed Second Proxy Form in accordance with the instructions printed thereon, and return the Second Proxy Form to the H Share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, but in any event, the Second Proxy Form shall be returned in person or by mail not less than 24 hours before the time appointed for the postponed Extraordinary General Meeting or any adjourned meeting thereof. Completion and return of the Second Proxy Form will not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof in person if you so wish.

- 11 -