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 proxy forms and reply slips for the Annual General Meeting and the H Shareholders Class 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.

This circular is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

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

(Stock Code: 6030)

      1. 2020 WORK REPORT OF THE BOARD;
    1. 2020 WORK REPORT OF THE SUPERVISORY COMMITTEE;
        1. 2020 ANNUAL REPORT;
      1. 2020 PROFIT DISTRIBUTION PLAN;
  1. RESOLUTION ON THE RE-APPOINTMENT OF ACCOUNTING FIRMS;
  2. RESOLUTION ON THE ESTIMATED INVESTMENT AMOUNT FOR THE PROPRIETARY BUSINESS OF THE COMPANY FOR 2021;
  3. RESOLUTION ON CONSIDERING THE TOTAL REMUNERATION OF THE DIRECTORS AND THE SUPERVISORS OF THE COMPANY FOR 2020;
  4. RESOLUTION ON ESTIMATION OF RELATED PARTY/CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED IN

THE ORDINARY COURSE OF BUSINESS OF THE COMPANY IN 2021;

    1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
  1. RESOLUTION ON THE RE-AUTHORISATION OF ISSUANCES OF ONSHORE AND OFFSHORE CORPORATE DEBT FINANCING INSTRUMENTS

BY THE COMPANY;

  1. RESOLUTION ON THE POTENTIAL RELATED PARTY/CONNECTED TRANSACTIONS INVOLVED IN THE ISSUANCES OF

ONSHORE AND OFFSHORE CORPORATE DEBT FINANCING INSTRUMENTS

BY THE COMPANY;

    1. PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
  1. PROPOSED RIGHTS ISSUE OF A SHARES AND H SHARES; NOTICE OF THE ANNUAL GENERAL MEETING;

AND

NOTICE OF THE 2021 FIRST H SHAREHOLDERS CLASS MEETING

Notices of the Annual General Meeting and the H Shareholders Class Meeting of the Company 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. and immediately after the conclusion of the A Shareholders Class Meeting, respectively, on Tuesday, 29 June 2021 are set out on pages 10 to 14 and pages 15 to 17 of this circular.

If you wish to attend the Annual General Meeting and the H Shareholders Class Meeting by proxy, you are requested to complete the proxy forms in accordance with the instructions printed thereon and return them as soon as possible. H Shareholders are required to return the proxy form to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited; while A Shareholders are required to return the proxy form to the Board's office, but in any event the proxy forms shall be returned in person or by mail not less than 24 hours before the time appointed for the Annual General Meeting and the H Shareholders Class Meeting or any adjournment thereof. Completion and return of the proxy forms will not preclude you from attending and voting at the Annual General Meeting and the H Shareholders Class Meeting or any adjournment thereof in person if you so wish.

If you wish to attend the Annual General Meeting and the H Shareholders Class Meeting either in person or by proxy, you are required to complete and return the reply slip for the respective meeting to the Board's office on or before Tuesday, 8 June 2021.

13 May 2021

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

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

6

Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .

10

Notice of the 2021 First H Shareholders Class Meeting . . . . . . . . . . . . . . . . .

15

Appendix I

Businesses of the Annual General Meeting . . . . . . . . . . . . . . . .

I-1

Annex A

2020 Work Report of the Board . . . . . . . . . . . . . . . . . . . . .

A-1

Annex B

2020 Work Report of the Supervisory Committee . . . . . . . . . . . . .

B-1

Annex C

Statements on the Satisfaction of

the Conditions for the Rights Issue of the Company . . . . . . . . . . .

C-1

Annex D

Proposal of Public Issuance of Securities by Way of

the Rights Issue of the Company . . . . . . . . . . . . . . . . . . .

D-1

Annex E Feasibility Analysis Report on

  • the Use of Proceeds from the Rights Issue of the Company . . . . . . . . . . . . . . . . . E-1

Annex F Risk Warning of the Dilution of Immediate Return under

  • the Rights Issue to Existing Shareholders and
  • Remedial Measures to be Taken in This Respect . . . . . . . . . . . . . F-1

Annex G

Letter of Undertaking by the Directors and

Senior Management of the Company on

  the Performance of the Remedial Measures for

  the Dilution of Immediate Return under the Rights Issue . . . . . . . . .

G-1

Annex H

Shareholders' Return Plan of the Company for 2021-2023 . . . . . . . . . .

H-1

Annex I

Report on the Use of Previous Proceeds . . . . . . . . . . . . . . . . .

I-1

Appendix II

2020 Duty Performance Report of the Independent Non-executive Directors . .

II-1

- i -

DEFINITIONS

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

"A Rights Shares"

the new A Shares proposed to be allotted and issued to the A

Shareholders under the A Share Rights Issue (less any A Shares not

taken up by the A Shareholders);

"A Share(s)"

the domestic share(s) in the ordinary share capital of the Company

with a nominal value of RMB1.00 each, which is/are listed on the

Shanghai Stock Exchange (stock code: 600030);

"A Share Record Date"

a date to be determined by the Board or its authorised person(s) by

reference to which entitlements to the A Share Rights Issue are to be

determined;

"A Share Rights Issue"

the proposed issue of up to 1,597,267,249 A Rights Shares at the

Subscription Price on the basis of up to 1.5 A Rights Shares for every

10 existing A Shares held on the relevant A Share Record Date;

"A Shareholder(s)"

holder(s) of A Shares;

"A Shareholders Class Meeting"

the 2021 First A Shareholders Class Meeting of the Company to be

held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel,

No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC

immediately after the conclusion of the Annual General Meeting on

Tuesday, 29 June 2021;

"Administrative Measures"

the Administrative Measures for the Issuance of Securities by Listed

Companies;

"Annual General Meeting"

the 2020 Annual General Meeting of the Company 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, 29 June 2021;

"Articles of Association"

the Articles of Association of the Company;

"Board"

the board of directors of the Company;

"China AMC"

China Asset Management Company Limited;

"China Clear"

China Securities Depository and Clearing Corporation Limited;

"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);

"CITIC Group"

CITIC Group Corporation (中國中信集團有限公司);

- 1 -

DEFINITIONS

"CITIC Limited"

CITIC Limited (中國中信股份有限公司) (formerly known as CITIC

Pacific Limited (中信泰富有限公司) and renamed in 2014, and

currently holding 100% shares of CITIC Corporation Limited);

"CITIC Securities South China",

CITIC Securities South China Company Limited (中信証券華南股

"Guangzhou Securities" or

份有限公司), formerly known as "Guangzhou Securities Company

"Target Company"

Limited (廣州證券股份有限公司)";

"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);

"connected transaction(s)"

has the meaning ascribed to it under the Hong Kong Listing Rules

currently in effect and as amended from time to time;

"CSI"

CITIC Securities International Company Limited (中信証券國際有限

公司);

"CSRC"

China Securities Regulatory Commission;

"Director(s)"

the director(s) of the Company;

"Excluded Shareholder(s)"

Overseas Shareholder(s) whom the Board, based on legal opinions

provided by legal advisers, considers necessary or expedient to

exclude from participating in the Rights Issue on account either of the

legal restrictions under the laws of the place of his/her/their registered

address(es) or the requirements of the relevant regulatory authority or

stock exchange in that place;

"Financial Holdings Capital"

Guangzhou Yuexiu Financial Holdings Capital Management Co., Ltd.

(廣州越秀金控資本管理有限公司);

"Financial Holdings Limited"

Guangzhou Yuexiu Financial Holdings Group Limited (廣州越秀金

融控股集團有限公司);

"General Meeting(s)"

the Annual General Meeting, the A Shareholders Class Meeting and/or

the H Shareholders Class Meeting;

"Group"

the Company and its subsidiaries;

"H Rights Shares"

the new H Shares proposed to be allotted and issued to the Qualified

H Shareholders under the H Share Rights Issue (less any H Shares not

taken up by the Qualified H Shareholders);

"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);

- 2 -

DEFINITIONS

"H Share Record Date"

a date to be determined by the Board or its authorised person(s) by

reference to which entitlements to the H Share Rights Issue are to be

determined;

"H Share Rights Issue"

the proposed issue of up to 341,749,155 H Rights Shares at the

Subscription Price on the basis of up to 1.5 H Rights Shares for every

10 existing H Shares held on the relevant H Share Record Date;

"H Share Rights Issue Prospectus"

the prospectus in relation to the H Share Rights Issue to be issued by

the Company and despatched to the H Shareholders, which contains

further details of the H Share Rights Issue;

"H Shareholder(s)"

holder(s) of H Shares;

"H Shareholders Class Meeting"

the 2021 First H Shareholders Class Meeting of the Company to be

held at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel,

No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the PRC

immediately after the conclusion of the A Shareholders Class Meeting

on Tuesday, 29 June 2021;

"HK dollars"

Hong Kong dollars, the lawful currency of Hong Kong;

"HKSCC"

Hong Kong Securities Clearing Company Limited;

"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 (as amended from time to time);

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Independent

the independent non-executive director(s) of the Company;

Non-executive Director(s)" or

"Independent Directors(s)"

"Latest Practicable Date"

7 May 2021, being the latest practicable date prior to the printing of

this circular for the purpose of ascertaining the relevant information

contained in this circular;

"Offshore Debt

the offshore debt financing instruments to be issued by the Company

Financing Instruments"

on a one-off or multiple issuances or multi-tranche issuances basis,

including without limitation US dollar, offshore RMB or other foreign

currency denominated bonds (including US dollar denominated

subordinated bonds), the establishment of programme(s) for

continuing issuances of medium-term notes, etc., as well as foreign

currency notes including without limitation commercial papers;

"Onshore and

the RMB Debt Financing Instruments and the Offshore Debt

Offshore Corporate Debt

Financing Instruments;

Financing Instruments"

- 3 -

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CITIC Securities Co. Ltd. published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 13:25:07 UTC.