CITIC : Possible Notifiable Transaction - Proposed Reorganization of CITIC Dicastal

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POSSIBLE NOTIFIABLE TRANSACTION

PROPOSED REORGANIZATION OF CITIC DICASTAL

It is proposed that up to 57.89% equity interest of CITIC Dicastal, an indirect wholly-owned subsidiary of the Company as at the date of this announcement, would, in or about November 2019, be publicly offered for tender to the Investors, and thereafter increasing CITIC Dicastal's share capital by private placement to the Employee Shareholding Platforms. It is expected that, immediately upon the completion of the Proposed Reorganization, the Company's shareholding in CITIC Dicastal held through CITIC Industrial, an indirect wholly-owned subsidiary of the Company, would be reduced to not less than 40%, and the financial results of CITIC Dicastal would no longer be consolidated into the financial statements of the Company.

Based on the current valuation for CITIC Dicastal, the Proposed Reorganization (if it materializes) would constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. The Company will comply with the relevant Listing Rules requirements based on the then calculation results if and when the Proposed Reorganization materializes.

PROPOSED REORGANIZATION

CITIC Dicastal Co., Ltd. ("CITIC Dicastal"), an indirect wholly-owned subsidiary of CITIC Limited (the "Company") as at the date of this announcement, proposes to introduce eligible strategic investors (the "Investors") and to establish an employee stock ownership plan (the "Proposed Reorganization") thereafter. It is expected that, immediately upon the completion of the Proposed Reorganization, the Investors would collectively hold no more than 55% of

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the enlarged share capital of CITIC Dicastal, the shareholding platforms established and contributed by the employees of CITIC Dicastal (the "Employee Shareholding Platforms") would collectively hold no more than 5% of the enlarged share capital of CITIC Dicastal, and the Company's shareholding in CITIC Dicastal held through CITIC Industrial Investment Group Corp., Ltd. ("CITIC Industrial"), an indirect wholly-owned subsidiary of the Company, would be reduced to not less than 40%. The financial results of CITIC Dicastal would then no longer be consolidated into the financial statements of the Company, while CITIC Industrial would remain as the single largest shareholder of CITIC Dicastal.

As of the date of this announcement, CITIC Dicastal is an indirect wholly-owned subsidiary of the Company, with 97.27% equity interests held through CITIC Industrial, and the other 2.73% equity interests held through CITIC Industrial's wholly-owned subsidiary CITIC Industrial Investment Ningbo Holding Ltd. ("Industrial Ningbo"). CITIC Dicastal is a limited liability company incorporated under the laws of the PRC and is one of the world's largest aluminum automotive parts manufacturer with products including wheels and lightweight cast components for powertrains, chassis and body systems.

It is proposed that CITIC Industrial and Industrial Ningbo would offer for public tender on the China Beijing Equity Exchange up to 57.89% equity interest of CITIC Dicastal to the Investors (the "Proposed Tender"), among which, Industrial Ningbo would offer for tender the entirety of the 2.73% equity interest it holds and CITIC Industrial would offer for tender up to 55.16% equity interest it holds.

In order to incentivize the employees of CITIC Dicastal, CITIC Dicastal proposes to adopt an employee stock ownership plan for eligible employees after the completion of the Proposed Tender, and increase its share capital through private placement to the Employee Shareholding Platforms.

REASONS FOR AND BENEFITS OF THE PROPOSED REORGANIZATION

Introduction of the Investors would bring expertise, knowledge and networks to CITIC Dicastal. Launch of employee stock ownership plan would better align the interests of management and key employees with the growth plans of CITIC Dicastal. The Proposed Reorganization (if it materializes) would crystallize the valuation of CITIC Dicastal, and would also enable the Company to realize its investment in CITIC Dicastal while remaining invested to capture CITIC Dicastal's future upside.

LISTING RULES IMPLICATIONS

The Proposed Tender is subject to, among others, the filing of the appraised value of CITIC Dicastal with the Ministry of Finance, applicable tender requirements, and participation of eligible bidders, and current expectation is that it will be implemented in or about November 2019. Based on the current valuation for CITIC Dicastal, the Proposed Reorganization (if it

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materializes) would constitute a notifiable transaction of the Company under the Chapter 14 of The Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). The Company will comply with the relevant Listing Rules requirements based on the then calculation results if and when the Proposed Reorganization materializes.

As the Proposed Reorganization may or may not proceed, the shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

CITIC Limited

Chang Zhenming

Chairman

Hong Kong, 29 August 2019

As at the date of this announcement, the executive directors of the Company are Mr. Chang Zhenming (Chairman), Mr. Wang Jiong and Ms. Li Qingping; the non-executive directors of the Company are Mr. Song Kangle, Ms. Yan Shuqin, Mr. Liu Zhuyu, Mr. Peng Yanxiang, Mr. Liu Zhongyuan and Mr. Yang Xiaoping; and the independent non-executive directors of the Company are Mr. Francis Siu Wai Keung, Dr. Xu Jinwu, Mr. Anthony Francis Neoh, Mr. Shohei Harada and Mr. Gregory Lynn Curl.

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