THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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 ( ), 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) APPOINTMENT OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE SECOND EGM OF 2012 A letter from the Board is set out on pages 2 to 8 of this circular. A notice of the Second EGM of 2012 to be held at 9:30 a.m. on Thursday, 18 October 2012 at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC is set out on pages 9 to 11 of this circular. A proxy form for use at the Second EGM of 2012 is enclosed and is also published on the website of the Hong Kong Stock Exchange ( If you intend to appoint a proxy to attend the Second EGM of 2012, 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 Second EGM of 2012 or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the Second EGM of 2012 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 Friday, 28 September September 2012

2 CONTENTS Page DEFINITIONS NOTICE OF THE SECOND EGM OF

3 DEFINITIONS Unless the context otherwise requires, the following expressions in this circular shall have the following meanings: Articles of Association Bank, we or us BBVA Board or Board of Directors Director(s) Second EGM of 2012 HK$ Hong Kong Hong Kong Listing Rules Hong Kong Stock Exchange the articles of association of the Bank, as amended, modified or otherwise supplemented from time to time China CITIC Bank Corporation Limited ( ), 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: 998) and the Shanghai Stock Exchange (stock code: ), respectively, and, unless the text requires otherwise, including all its subsidiaries Banco Bilbao Vizcaya Argentaria, S.A., a company incorporated in the Kingdom of Spain the board of directors of the Bank director(s) of the Bank the second extraordinary general meeting of the Bank to be held at 9:30 a.m. on Thursday, 18 October 2012 at the Conference Room, 16th Floor, Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, PRC Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited The Stock Exchange of Hong Kong Limited H Share(s) ordinary share(s) of the Bank, with a par value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars PRC or China RMB Shares Shareholder(s) the People s Republic of China, but for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Renminbi, the lawful currency of the PRC ordinary share(s) with a par value of RMB1.00 each in the share capital of the Bank holders of the Bank s Share(s) - -

4 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) Executive Directors: Registered Office: Dr. Chen Xiaoxian Block C, Fuhua Mansion, No. 8 Dr. Cao Tong Chaoyangmen Beidajie, Dongcheng District, Beijing , the PRC Non-executive Directors: Mr. Tian Guoli Place of Business in Hong Kong: Mr. Dou Jianzhong Level 28, Three Pacific Place, Mr. Ju Weimin 1 Queen s Road East, Hong Kong Mr. Guo Ketong Mr. Ángel Cano Fernández Mr. José Andrés Barreiro Hernandez Independent non-executive Directors: Dr. Bai Chong-En Dr. Xie Rong Mr. Wang Xiangfei Mr. Li Zheping Dr. Xing Tiancai 3 September 2012 To the Shareholders Dear Sir or Madam, INTRODUCTION APPOINTMENT OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE SECOND EGM OF 2012 Reference is made to the announcements of the Bank dated 29 August 2012 in relation to the nomination of Dr. Zhu Xiaohuang as an executive Director of the Bank, the nomination of Mr. Zhang Xiaowei and Mr. Gonzalo Toraño Vallina, respectively, as non-executive Directors of the Bank and the proposed amendments to the Articles of Association. - -

5 The purposes of this circular are, among other matters, to provide you with notice of the Second EGM of 2012, which is set out on pages 9 to 11 of this circular, and to provide you with the information reasonably necessary to enable you to make an informed decision at the Second EGM of 2012 on whether to vote for or against the ordinary resolutions of (i) appointment of Dr. Zhu Xiaohuang as an executive Director of the Bank, (ii) appointment of Mr. Zhang Xiaowei as a non-executive Director of the Bank, and (iii) appointment of Mr. Gonzalo Toraño Vallina as a non-executive Director of the Bank, and the special resolution of amendments to the Articles of Association. APPOINTMENT OF DIRECTORS Ordinary resolutions will be proposed at the Second EGM of 2012 to consider and approve (i) the appointment of Dr. Zhu Xiaohuang ( Dr. Zhu ) as an executive Director of the Bank, (ii) the appointment of Mr. Zhang Xiaowei ( Mr. Zhang ) as a non-executive Director of the Bank and (iii) the appointment of Mr. Gonzalo Toraño Vallina ( Mr. Toraño ) as a non-executive Director of the Bank, respectively. The particulars of Dr. Zhu are set out below: Dr. Zhu, aged 56, holds Chinese nationality and was formerly a director and vice president of China Construction Bank Corporation ( CCB ). He had been working at CCB as a director since July 2010 and as a vice president since June Dr. Zhu served as the chief risk officer of CCB from April 2006 to February From March 2006 to April 2006, he was executive vice chairman of CCB s risk management and internal control committee. Dr. Zhu served as general manager of the corporate banking business department of CCB from October 2004 to March He was the president of Guangdong branch of CCB from May 2001 to October He served consecutively as deputy director of administrative office, deputy director of head office s No.1 credit department, deputy general manager of credit management department, vice president of Liaoning Branch, and general manager of banking department of CCB from September 1993 to May Dr. Zhu was appointed as president of the Bank at the second meeting of the third session of the Board of the Bank held on 29 August 2012, the effectiveness of which is pending the approval of China Banking Regulatory Commission. Dr. Zhu is a senior economist, and a recipient of a special grant by PRC government. He obtained his bachelor s degree in infrastructure finance and credit from Hubei Finance and Economics College in 1982 and obtained an associate degree in economic law from Peking University in October He also obtained his doctorate degree in world economics from Sun Yat-Sen University in The particulars of Mr. Zhang are set out below: Mr. Zhang, aged 55, holds Chinese nationality and was formerly an executive director and the general manager of Wing Lung Bank Limited. From 2002 to 2011, Mr. Zhang served as the president of China Merchants Bank Hong Kong branch. From 2000 to 2002, he worked at the Hong Kong representative office of China Merchants Bank as the chief representative, - 3 -

6 during which period he led the preparation work for the establishment of China Merchants Bank Hong Kong branch. From 1995 to 2000, Mr. Zhang worked at Bank of Communications Hong Kong branch and served as a vice president. From 1991 to 1995, Mr. Zhang worked at Bank of Communications Hainan branch and served as the head of the international business department and a vice president. From 1984 to 1991, he worked in different departments at the headquarters of Agricultural Bank of China Limited including the planning department, the economic restructuring office and the international business department, and served consecutively as a clerk, a vice section head and the section head. Mr. Zhang has 28 years experience in the banking industry in both mainland China and Hong Kong. Mr. Zhang received a master degree in monetary banking from the Graduate School of the People s Bank of China. The particulars of Mr. Toraño are set out below: Mr. Toraño, aged 51, holds Spanish nationality and is the managing director & head of Asia Pacific of BBVA. He is also a non-executive director and a member of the audit committee of CITIC International Financial Holdings Limited, a non-executive director, a member of the audit committee and a member of the credit and risk management committee of CITIC Bank International Limited. From September 2010 to March 2011, Mr. Toraño was head of BBVA s retail banking Asia at Hong Kong. From August 2007 to August 2010, he was head of BBVA s consumer finance as well as chairman of BBVA Finanzia, chairman of UNO-e Bank, chairman of BBVA Finanziamento and chairman of Finanzia SpA Italia. From 2002 to 2007, Mr. Toraño was managing director of BBVA corporate development. From 1999 to 2002, he was managing director of corporate finance of BBVA. From 1996 to 1999, he was chief executive officer at Banco de Negocios Argentaria, S.A. From 1993 to 1996, Mr. Toraño was Investment Banking Responsible in Argentaria. Mr. Toraño, on behalf of BBVA, was board director at various entities. Prior to joining BBVA, Mr. Toraño worked in Price Waterhouse ( ), Lloyds Bank ( ) and Banco Hispanoamericano ( ), and later at Banco Central Hispano. Mr. Toraño graduated from the Complutense University of Madrid, majoring in economic sciences and business, and he also obtained his Master of Business Administration degree from Instituto de Empresa Business School. The term of office of each of Dr. Zhu, Mr. Zhang and Mr. Toraño will be from their respective date of approval by China Banking Regulatory Commission to the expiry date of the term of office of the third session of the Board of Directors of the Bank and each of Dr. Zhu, Mr. Zhang and Mr. Toraño can be re-appointed after expiry of his initial term of office

7 Dr. Zhu will receive no director s fee from the Bank during his term as an executive Director of the Bank, however, he will receive remuneration from the Bank based on his position with the Bank, including basic salary, bonus, allowance, subsidy, employee welfare and insurance, housing fund and annuity. Neither Mr. Zhang nor Mr. Toraño will receive any salary or director s fee from the Bank during their respective term as a non-executive Director of the Bank. Each of Dr. Zhu, Mr. Zhang and Mr. Toraño will enter into a director service contract with the Bank after their respective appointment becomes effective. Each of Dr. Zhu, Mr. Zhang and Mr. Toraño 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 or supervisor in any other listed companies in the past three years; (2) he is not connected with any Directors, supervisors, 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, each of Dr. Zhu, Mr. Zhang and Mr. Toraño has confirmed that there is no other information in respect of his appointment that is discloseable pursuant to Rules (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. AMENDMENTS TO THE ARTICLES OF ASSOCIATION A special resolution will be proposed at the Second EGM of 2012 to consider and approve the amendments to the Articles of Association of the Bank. Details of the amendments to the Articles of Association are set out below: Article 259 of the Articles of Association is proposed to be amended as follows: The current Article 259 of the Articles of Association reads: The financial statements of the Bank shall be prepared not only in accordance with PRC accounting standards and legal regulations, but also in accordance with international accounting standards or the accounting standards of the place outside PRC where the shares of the Bank are listed, if necessary. If there is any material difference between the two financial statements prepared in accordance with the two accounting standards, such difference shall be expressly stated in the notes to the financial statements. For purposes of the Bank s distribution of aftertax profits in a given accounting year, the smaller amount of after-tax profits shown in the above-mentioned two kinds of financial statements shall be used. (Note: The wording is the latest version of Article 259 following the approval of the immediately preceding amendment to the Articles of Association by the Shareholders at the annual general meeting for the year 2011 held on 30 May 2012, the effectiveness of which is still pending the approval of China Banking Regulatory Commission.) - 5 -

8 It is proposed to be amended as follows: The financial statements of the Bank shall be prepared not only in accordance with PRC accounting standards and legal regulations, but also in accordance with international accounting standards or the accounting standards of the place outside PRC where the shares of the Bank are listed, if necessary. If there is any material difference between the two financial statements prepared in accordance with the two accounting standards, such difference shall be expressly stated in the notes to the financial statements. For the purpose of the Bank s distribution of after-tax profits in a given accounting year, the after-tax profits of the parent company as shown on the financial statements prepared in accordance with PRC accounting standards shall be used. The effect of this amendment is to comply with the relevant PRC laws and regulations. Article 267 of the Articles of Association is proposed to be amended as follows: The current Article 267 of the Articles of Association reads: The Bank may distribute dividend in the following forms: (1) cash; (2) share. The dividend distribution policy of the Bank shall be focused on generating reasonable return for investors. The dividend distribution policy shall maintain its continuity and stability. It is proposed to be amended as follows: The Bank may distribute dividend in the form of cash, share, or a combination of cash and share. The dividend distribution policy of the Bank shall be focused on generating reasonable return for investors. The dividend distribution policy shall maintain its continuity and stability and, meanwhile, give consideration to the long-term interests of the Bank, the interests of the shareholders as a whole and the sustainable development of the Bank. Cash shall be the main form of dividend distributed by the Bank. If required under the regulatory requirements of the securities regulatory authorities at the places where the shares of the Bank are listed, the Bank shall provide online voting platform when the profit distribution plan is considered and deliberated. The Bank may distribute interim dividend if the situation permits

9 Except under special circumstances, the Bank shall distribute dividend in the form of cash every year with an aggregate amount not less than 10% of the after-tax profits of the parent company. The special circumstances refer to circumstances where: (i) (ii) the profit distribution is restricted by laws, regulations and regulatory requirements; cash dividend distribution may adversely affect the long-term interests of the shareholders. Under circumstances where the Bank has sound operation, but the Board of Directors determines that the share price of the Bank does not match the size of its share capital and share dividend is beneficial to the interests of the shareholders of the Bank as a whole, a plan on dividend distribution in the form of share may be formulated and implemented upon approval at the shareholders general meeting, provided that the requirements on cash dividend distribution set out above have been met. The Bank shall accomplish the profit distribution and share capital increase within two months after the profit distribution plan is approved at the shareholders general meeting. If the Bank does not distribute cash dividend under special circumstances, the profit distribution plan proposed to the shareholders general meeting for consideration and deliberation shall include the reasons for such no dividend distribution and the use of the undistributed fund, and corresponding disclosure shall be made in the periodic reports. In the case of force majeure events such as wars and natural disasters, changes in external business environment that have material effect on the Bank s business performance, or material changes in the Bank s own operation situations, the Bank may adjust the profit distribution policies herein. If the Bank intends to adjust its profit distribution policies, a written proposal shall be prepared by the Board of Directors and, upon review and approval by the independent directors, submitted to the shareholders general meeting for approval by way of special resolution. If required under the regulatory requirements of the securities regulatory authorities at the places where the shares of the Bank are listed, the Bank shall provide online voting platform when the proposal on adjustment of profit distribution policies is considered and deliberated. The effect of this amendment is to comply with the relevant PRC laws and regulations. If there is any discrepancy between the Chinese and English versions of the proposed amendments to the Articles of Association, the Chinese version shall prevail

10 THE SECOND EGM OF 2012 A notice convening the Second EGM of 2012 to be held at 9:30 a.m. on Thursday, 18 October 2012, is set out on pages 9 to 11 of this circular. No Shareholder is required to abstain from voting in respect of the resolutions to be proposed at the Second EGM of In order to determine the Shareholders who are entitled to attend the Second EGM of 2012, the Bank s register of H Shareholders will be closed from Tuesday, 18 September 2012 to Thursday, 18 October 2012 (both days inclusive) during which period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the Bank s register of members on Thursday, 18 October 2012 are entitled to attend and vote at the meeting. In order to qualify to attend and vote at the Second EGM of 2012, 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 in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 17 September A proxy form for use at the Second EGM of 2012 is enclosed and is also published on the website of the Hong Kong Stock Exchange ( If you intend to appoint a proxy to attend the Second EGM of 2012, 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 Second EGM of 2012 or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the Second EGM of 2012 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 Friday, 28 September PROCEDURES FOR VOTING AT THE SECOND EGM OF 2012 According to Rule13.39(4) of the Hong Kong Listing Rules, the vote of Shareholders at the Second EGM of 2012 will be taken by poll. RECOMMENDATION The Directors believe that the proposed ordinary resolutions and special resolution mentioned above are in the interests of the Bank and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the ordinary resolutions and the special resolution on the Second EGM of By order of the Board of Directors of China CITIC Bank Corporation Limited TIAN Guoli Chairman - 8 -

11 NOTICE OF THE SECOND EGM OF 2012 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) NOTICE OF THE SECOND EGM OF 2012 NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2012 (the Second EGM of 2012 ) of China CITIC Bank Corporation Limited (the Bank ) will be held at 9:30 a.m. on Thursday, 18 October 2012 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 and special resolution: Ordinary Resolutions: 1. to consider and approve the appointment of Dr. Zhu Xiaohuang as an executive Director of the Bank; 2. to consider and approve the appointment of Mr. Zhang Xiaowei as a non-executive Director of the Bank; and 3. to consider and approve the appointment of Mr. Gonzalo Toraño Vallina as a non-executive Director of the Bank; Special resolution: 4. to consider and approve the amendments to the Articles of Association as set out in the circular of the Bank dated 3 September By order of the Board of Directors of China CITIC Bank Corporation Limited TIAN Guoli Chairman Beijing, the PRC 3 September

12 NOTICE OF THE SECOND EGM OF 2012 Notes: 1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE SECOND EGM OF 2012 Holders of H Shares are advised that the share register for H Shares will be closed from Tuesday, 18 September 2012 to Thursday, 18 October 2012 (both days inclusive). The Shareholders whose names appear on the register of members of the Bank on Thursday, 18 October 2012 are entitled to attend and vote at the Second EGM of Holders of H Shares who wish to attend the Second EGM of 2012 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 in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Monday, 17 September PROXY Shareholders entitled to attend and vote at the Second EGM of 2012 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 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, 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 Second EGM of 2012 or any adjournment thereof (as the case may be). Shareholders can still attend and vote at the Second EGM of 2012 in person upon completion and return of the proxy form. 3. REPLY SLIP Holders of H Shares who intend to attend the Second EGM of 2012 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 Friday, 28 September CONTACT DETAILS OF THE BANK Contact Address: Block C, Fuhua Mansion, No. 8 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People s Republic of China. Postcode: Contact Person: TANG Yiyu, ZHANG Shuo Contact Telephone: (86 10) Contact Fax: (86 10)

13 NOTICE OF THE SECOND EGM OF PROCEDURES FOR VOTING AT THE SECOND EGM OF 2012 According to Rule13.39(4) of the Hong Kong Listing Rules, the vote of Shareholders at the Second EGM of 2012 will be taken by poll. 6. OTHER BUSINESS Shareholders (in person or by proxy) attending the Second EGM of 2012 are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the Second EGM of 2012 shall produce their identity documents. As at the date of this notice, the executive directors of the Bank are Dr. Chen Xiaoxian and Dr. Cao Tong; the non-executive directors are Mr. Tian Guoli, Mr. Dou Jianzhong, Mr. Ju Weimin, Mr. Guo Ketong, Mr. Ángel Cano Fernández and Mr. José Andrés Barreiro Hernandez; and the independent non-executive directors are Dr. Bai Chong-En, Dr. Xie Rong, Mr. Wang Xiangfei, Mr. Li Zheping and Dr. Xing Tiancai