ANNOUNCEMENT POLL RESULTS OF THE 2017 AGM; AND PAYMENT OF THE 2017 FINAL DIVIDEND

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 6030) ANNOUNCEMENT POLL RESULTS OF THE 2017 AGM; AND PAYMENT OF THE 2017 FINAL DIVIDEND 1. POLL RESULTS OF THE AGM The board of directors (the Board ) of CITIC Securities Company Limited (the Company ) is pleased to announce the poll results of the 2017 annual general meeting of the Company (the AGM ) 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, 26 June Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the circular of the Company dated 10 May 2018 (the Circular ) and the supplemental circular of the Company dated 8 June I. Convening and Attendance of the AGM The AGM was 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, 26 June The AGM was convened as an on-site meeting by the Board and chaired by Mr. ZHANG Youjun, the Chairman of the Board. Voting at the AGM was conducted through on-site voting and online voting (for A Shareholders only). None of the resolutions was vetoed or amended, and no new proposal was submitted for voting and approval at the AGM. As at the date of the AGM, the total number of issued of the Company was 12,116,908,400, which was the total number of entitling the holders to attend and vote on the resolutions proposed at the AGM. 1

2 A total of 202 Shareholders (or their proxies), holding an aggregate of 3,803,287,721 with voting rights, representing approximately % of the total with voting rights, attended (either in person or by proxies) the AGM. Among the Shareholders present (either in person or by proxies), 199 were A Shareholders (or their proxies), holding an aggregate of 2,877,822,310, representing approximately % of the total with voting rights and 3 were H Shareholders, holding an aggregate of 925,465,411, representing approximately % of the total with voting rights. Related party/ connected Shareholder, namely CITIC Limited, holding a total of 1,999,695,746 A shares, representing approximately % of the total number of issued of the Company, has abstained from voting on ordinary resolution 8 (to consider and approve the resolution on potential related party/connected transactions involved in the issuances of the Onshore and Offshore Corporate Debt Financing Instruments by the Company) and ordinary resolution (to consider and approve the resolution on contemplated related party/connected transactions between the Company and its subsidiaries and the CITIC Group and its subsidiaries and associates). Save as disclosed above, there was no restriction on any Shareholders casting votes on the resolutions proposed at the AGM. None of the Shareholders, who was entitled to attend, was entitled to vote against the resolutions proposed at the AGM only. Six Directors (among them, Mr. YANG Minghui, executive Director, attended the AGM by way of telephone conference), four Supervisors and part of the members of the senior management of the Company, together with representatives from PRC and HK legal advisers and the auditors of the Company and Computershare Hong Kong Investor Services Limited attended the AGM. The AGM was duly convened and conducted in compliance with relevant requirements of the Company Law and the Articles of Association. Representatives of Shareholders of the Company, Supervisors, lawyers from Beijing Jiayuan Law Firm (the legal advisers to the Company on PRC laws) and representatives from Computershare Hong Kong Investor Services Limited (the Company s H Share Registrar) were appointed as the scrutineers for the AGM for vote-taking purpose. II. Poll Results of the AGM The Shareholders present at the AGM considered and approved the following resolutions by way of on-site voting and online voting (for A Shareholders only): ORDINARY 1. To consider and approve the Work Report of the Board for A 2,877,762,710 ( %) H 924,500,411 ( %) Total 3,802,263,121 ( %) 41,800 ( %) 500 ( %) 42,300 ( %) 17,800 ( %)) 964,500 ( %)) 982,300 ( %)) 2

3 ORDINARY 2. To consider and approve the Work Report of the Supervisory Committee for To consider and approve the 2017 Annual Report of the Company. 4. To consider and approve the 2017 profit distribution plan of the Company. 5. To consider and approve the resolution on the re-appointment of accounting firms. A 2,877,762,710 ( %) H 924,500,411 ( %) Total 3,802,263,121 ( %) A 2,877,762,710 ( %) H 924,500,411 ( %) Total 3,802,263,121 ( %) A 2,877,662,610 ( %) H 925,242,411 ( %) Total 3,802,905,021 ( %) A 2,875,456,854 ( %) H 870,365,170 ( %) Total 3,745,822,024 ( %) 41,800 ( %) 500 ( %) 42,300 ( %) 41,800 ( %) 500 ( %) 42,300 ( %) 41,800 ( %) 500 ( %) 42,300 ( %) 321,800 ( %) 52,323,541 ( %) 52,645,341 ( %) 17,800 ( %) 964,500 ( %) 982,300 ( %) 17,800 ( %) 964,500 ( %) 982,300 ( %) 117,900 ( %) 222,500 ( %) 340,400 ( %) 2,043,656 ( %) 2,776,700 ( %) 4,820,356 ( %) 3

4 ORDINARY 6. To consider and approve the resolution on the estimated investment amount for the proprietary business of the Company for To consider and approve the resolution on potential related party/connected transactions involved in the issuances of the Onshore and Offshore Corporate Debt Financing Instruments by the Company. 10. To consider and approve the resolution on the total remuneration of the Directors and the Supervisors of the Company for A 2,877,758,710 ( %) H 924,517,411 ( %) Total 3,802,276,121 ( %) A 825,930,921 ( %) H 551,611,808 Total 1,377,542,729 ( %) A 2,877,671,160 ( %) H 759,453,911 ( %) Total 3,637,125,071 ( %) 45,700 ( %) 500 ( %) 46,200 ( %) 52,165,943 ( %) ( %) 133,350 ( %) 500 ( %) 133,850 ( %) 17,900 ( %) 947,500 ( %) 965,400 ( %) 29,700 ( %) 166,861,200 ( %) 17,800 ( %) 166,011,000 ( %) 166,028,800 ( %) 11. To consider and approve the resolution on estimation of related party/continuing connected transactions contemplated in the ordinary course of business of the Company in To consider and approve the resolution on contemplated related party/connected transactions between the Company and its subsidiaries and the CITIC Group and its subsidiaries and associates. A 877,979,314 ( %) H 757,999,911 ( %) Total 1,635,979,225 ( %) 129,450 ( %) 729,500 ( %) 858,950 ( %) 17,800 ( %) 166,736,000 ( %) 166,753,800 ( %) 4

5 ORDINARY To consider and approve the resolution on contemplated related party/connected transactions between the Company and its subsidiaries and companies in which the Directors, Supervisors and senior management of the Company hold positions as directors or senior management (excluding the subsidiaries of the Company) and any company which holds more than 10% equity interest in an important subsidiary of the Company. 12. To consider and approve the resolution on the change of nonexecutive Director. 14. To consider and approve the resolution on the election of Mr. Liu Hao as the Supervisor of the Company. A 2,877,675,060 ( %) H 757,999,911 ( %) Total 3,635,674,971 ( %) A 2,876,744,239 ( %) H 733,723,481 ( %) Total 3,610,467,720 ( %) A 2,877,629,060 ( %) H 844,581,410 ( %) Total 3,722,210,470 ( %) 129,450 ( %) 729,500 ( %) 858,950 ( %) 1,058,761 ( %) 25,730,930 ( %) 26,789,691 ( %) 175,450 ( %) 993,001 ( %) 1,168,451 ( %) 17,800 ( %) 166,736,000 ( %) 166,753,800 ( %) 19,310 ( %) 166,011,000 ( %) 166,030,310 ( %) 17,800 ( %) 79,891,000 ( %) 79,908,800 ( %) As more than half of the votes were cast in favour of the abovementioned resolutions, the abovementioned resolutions were duly passed as ordinary resolutions. 5

6 SPECIAL 7. To consider and approve the resolution on the re-authorisation of issuances of Onshore and Offshore Corporate Debt Financing Instruments by the Company To consider and approve the issuing entity, size of issuance and method of issuance To consider and approve the type of the debt financing instruments To consider and approve the term of the debt financing instruments To consider and approve the interest rate of the debt financing instruments. A 2,825,626,567 ( %) H 551,611,808 Total 3,377,238,375 ( %) A 2,825,626,667 ( %) H 551,611,808 Total 3,377,238,475 ( %) A 2,825,626,567 ( %) H 551,611,808 Total 3,377,238,375 ( %) A 2,825,626,567 ( %) H 551,611,808 Total 3,377,238,375 ( %) 52,165,943 ( %) 52,165,943 ( %) 52,165,943 ( %) 52,165,943 ( %) 29,800 ( %) 166,861,300 ( %) 29,700 ( %) 166,861,200 ( %) 29,800 ( %) 166,861,300 ( %) 29,800 ( %) 166,861,300 ( %) 6

7 SPECIAL 7.05 To consider and approve the security and other arrangements To consider and approve the use of proceeds To consider and approve the issuing price To consider and approve the targets of issue and the placement arrangements of the RMB Debt Financing Instruments to the Shareholders. A 2,825,626,567 ( %) H 551,611,808 Total 3,377,238,375 ( %) A 2,825,555,367 ( %) H 549,123,168 ( %) Total 3,374,678,535 ( %) A 2,825,626,567 ( %) H 551,611,808 Total 3,377,238,375 ( %) A 2,825,626,667 ( %) H 551,611,808 Total 3,377,238,475 ( %) 52,165,943 ( %) 52,237,143 ( %) 209,510,743 ( %) 261,747,886 ( %) 52,165,943 ( %) 52,165,943 ( %) 29,800 ( %) 166,861,300 ( %) 29,800 ( %) 166,861,300 ( %) 29,800 ( %) 166,861,300 ( %) 29,700 ( %) 166,861,200 ( %) 7

8 SPECIAL 7.09 To consider and approve the listing of the debt financing instruments To consider and approve the validity period of the resolutions passed To consider and approve the authorisation for the issuances of the Onshore and Offshore Corporate Debt Financing Instruments. 9. To consider and approve the resolution on the General Mandate to issue additional A and/or H of the Company. A 2,825,626,667 ( %) H 717,400,308 ( %) Total 3,543,026,975 ( %) A 2,825,626,667 ( %) H 727,820,308 ( %) Total 3,553,446,975 ( %) A 2,825,626,667 ( %) H 717,400,308 ( %) Total 3,543,026,975 ( %) A 2,810,888,816 ( %) H 428,891,423 ( %) Total 3,239,780,239 ( %) 52,165,943 ( %) ( %) 52,165, ,602,103 ( %) 248,768,046 ( %) 52,165,943 ( %) ( %) 66,903,794 ( %) 495,438,488 ( %) 562,342,282 ( %) 29,700 ( %) 1,043,000 ( %) 1,072,700 ( %) 29,700 ( %) 1,043,000 ( %) 1,072,700 ( %) 29,700 ( %) 1,043,000 ( %) 1,072,700 ( %) 29,700 ( %) 1,135,500 ( %) 1,165,200 ( %) 8

9 SPECIAL 13. To consider and approve the resolution on amendments to the Articles of Association. A 2,877,675,060 ( %) H 924,517,411 ( %) Total 3,802,192,471 ( %) 129,450 ( %) 500 ( %) 129,950 ( %) 17,800 ( %) 947,500 ( %) 965,300 ( %) As more than two-thirds of the votes were cast in favour of the abovementioned resolutions, the abovementioned resolutions were duly passed as special resolutions. According to the relevant laws and regulations in the PRC, the voting of the minority A (Note 1) Shareholders on the following resolutions was calculated separately and the relevant poll results were as follows: ORDINARY To consider and approve the 2017 profit distribution plan of the Company. To consider and approve the resolution on the reappointment of accounting firms. To consider and approve the resolution on potential related party/connected transactions involved in the issuances of the Onshore and Offshore Corporate Debt Financing Instruments by the Company. To consider and approve the resolution on the total remuneration of the Directors and the Supervisors of the Company for For For For 877,966,864 ( %) 875,761,108 ( %) 825,930,921 ( %) 877,975,414 ( %) 41,800 ( %) 321,800 ( %) 52,165,943 ( %) 133,350 ( %) 117,900 ( %) 2,043,656 ( %) 29,700 ( %) 17,800 ( %) 9

10 ORDINARY For For For 11. To consider and approve the resolution on estimation of related party/continuing connected transactions contemplated in the ordinary course of business of the Company in To consider and approve the resolution on contemplated related party/connected transactions between the Company and its subsidiaries and the CITIC Group and its subsidiaries and associates. To consider and approve the resolution on contemplated related party/connected transactions between the Company and its subsidiaries and companies in which the Directors, Supervisors and senior management of the Company hold positions as directors or senior management (excluding the subsidiaries of the Company) and any company which holds more than 10% equity interest in an important subsidiary of the Company. 877,979,314 ( %) 877,979,314 ( %) 129,450 ( %) 129,450 ( %) 17,800 ( %) 17,800 ( %) Notes: 1. Minority A Shareholders refers to the A Shareholders who individually or in aggregate hold less than 5% of the of the Company, excluding the directors, supervisors and senior management of the Company who hold of the Company. 2. Percentage of votes for/against each resolution or abstention votes equals to (i) the number of voting for/against or abstaining from each resolution by the minority A Shareholders, divided into (ii) the total number of with voting rights by the minority A Shareholders present at the AGM. III. Witness by Lawyers Two lawyers from Beijing Jiayuan Law Firm, the legal advisers to the Company on PRC laws, witnessed the AGM and were of the opinion that the convening and the procedures of the AGM, the qualifications of the Shareholders (or their proxies) present at the AGM and the voting process of the AGM were in compliance with the requirements of the relevant PRC laws and regulations and the Articles of Association, and that the resolutions passed at the AGM were lawful and valid. 10

11 2. PAYMENT OF THE 2017 FINAL DIVIDEND 2017 Final Dividend The Board hereby announces information in relation to the payment of the 2017 final dividend (the Final Dividend ) as follows: The Company adopts cash dividend payment method for its 2017 profit distribution (i.e. 100% cash dividend) and, based on the total issued of the Company as at 31 December 2017, will distribute to the holders of A and H whose names appear on the register of members of the Company on the record date for the 2017 cash dividend distribution, a cash dividend of RMB4.00 (tax inclusive) for every 10 shares, totalling RMB4,846,763, (tax inclusive) and representing 42.39% of the net profit attributable to the owners of the parent company for the year of 2017 under the consolidated financial statements. The outstanding balance of the retained distributable profits for distribution of cash dividend for 2017 amounted to RMB25,495,726, and will be carried forward to the next year. The cash dividend is denominated and declared in RMB and payable in RMB to the A Shareholders and the investors of H of Southbound Trading, and in Hong Kong dollars to the H Shareholders (exclusive of the investors of H of Southbound Trading). The actual amounts to be paid in Hong Kong dollars will be calculated based on the average benchmark exchange rate for RMB to Hong Kong dollars as announced by the People s Bank of China for the five business days before the date of the AGM (i.e. RMB equivalent to HK$1.00). In order to determine the entitlement of the H Shareholders to the Final Dividend, the Company s register of members of H will be closed. For details of the book closure period, please refer to the Circular. Enterprise Income Tax Pursuant to the Enterprise Income Tax Law of the People s Republic of China ( ), the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the People s Republic of China ( ) (collectively, the Enterprise Income Tax Law ) and the Notice of the State Administration of Taxation on Issues Relevant to the Withholding and Payment of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H ( H ) (the Notice ), all implemented in 2008, the Company is required to withhold and pay enterprise income tax at the rate of 10% when distributing the Final Dividend to non-resident enterprise Shareholders whose names appear on the Company s register of members of H as at the close of business on Monday, 9 July

12 Individual Income Tax Pursuant to the Notice of the State Administration of Taxation on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui Fa [1993] No. 045 Document ( [1993]045 ) promulgated by the State Administration of Taxation on 28 June 2011, the dividend (bonus) received by the overseas resident individual shareholders from the shares issued by domestic nonforeign invested enterprises in Hong Kong is subject to the payment of individual income tax, which shall be withheld and paid by the withholding and payment agents according to the relevant laws. However, the overseas resident individual shareholders of the shares issued by domestic nonforeign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries where they are residents and the PRC as well as the tax arrangements between the PRC and Hong Kong (Macau). Pursuant to the aforesaid tax regulations, when the Final Dividend is distributed to the H Shareholders whose names appeared on the Company s register of members of H as at the close of business on Monday, 9 July 2018, the Company will withhold and pay 10% of the dividend to be distributed to the individual holders of H as individual income tax unless otherwise specified by the tax regulations and relevant tax agreements, in which case the Company will withhold and pay individual income tax of such dividend at the tax rates and according to the procedures as specified by the relevant regulations. Profit Distribution to Investors of Northbound Trading Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Caishui [2014] No.81) ( ( [2014]81 )) (the Caishui No. 81 Notice ): for investors in the Hong Kong market (including enterprises and individuals) investing in the A of the Company listed on the Shanghai Stock Exchange through the Northbound Trading, their dividends will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominees holding such shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the competent tax authorities for the withholding and payment. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding and payment agent to, apply to the competent tax authorities of the Company for the entitlement of the tax treatment under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded. The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the A Shareholders. 12

13 Profit Distribution to Investors of Southbound Trading For investors (including enterprises and individuals) investing in the H of the Company listed on Hong Kong Stock Exchange through the Southbound Trading, the Company has entered into the Agreement on Distribution of Cash Dividends of H shares for Southbound Trading ( H ) with the Shanghai Branch and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited respectively, pursuant to which, the Shanghai Branch and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, as the nominees of the investors of H shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H shares of Southbound Trading through its depositary and clearing system. The cash dividends for the investors of H shares of Southbound Trading will be paid in RMB. Pursuant to the relevant requirements under the Caishui No. 81 Notice and the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Caishui [2016] No.127) ( ( [2016]127 ) ), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves. The record date and the date of distribution of cash dividends and other arrangements for the investors of Southbound Trading will be the same as those for the H Shareholders of the Company. The Company will strictly comply with the Enterprise Income Tax Law and the Notice to withhold and pay enterprise income tax. After the withholding and payment of non-resident enterprise income tax by the Company, any enterprise Shareholder who may be entitled to a deduction or exemption of enterprise income tax in accordance with the relevant laws, regulations or treaties may itself apply to the competent tax authority for a tax refund pursuant to the provisions of applicable laws, regulations or treaties. The Company will assume no liability in respect of any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the above mechanism of withholding and payment. H Shareholders are recommended to consult their taxation advisors regarding relevant tax laws and regulations in the PRC, Hong Kong and other countries on the dividend payment by the Company and on the taxation implications of holding or dealing in the H of the Company if they have any question about the above arrangements. 13

14 Implementation of the Payment of Final Dividend The Company has appointed ICBC (Asia) Trustee Company Limited as the receiving agent in Hong Kong to pay the Final Dividend declared to the H Shareholders. The receiving agent will pay the Final Dividend to the H Shareholders on or before 26 August The Company will determine the country of residence of the individual H Shareholders based on the registered address as recorded in the Company s register of members of H at the close of business on Monday, 9 July 2018 and will accordingly withhold and pay the individual income tax. If the country of residence of the individual H Shareholder is not the same as the registered address, the individual H Shareholder shall notify Computershare Hong Kong Investor Services Limited, the Company s H Share registrar, and provide relevant supporting documents on or before 4:30 p.m. on Tuesday, 3 July 2018 (address: Rooms , 17/F, Hopewell Centre, 183 Queen s Road East, Wan chai, Hong Kong). If the individual H Shareholders do not provide the relevant supporting documents to the Company s H Share registrar within the time period stated above, the Company will determine the country of residence of the individual H Shareholders based on the recorded registered address in the Company s register of members of H at the close of business on Monday, 9 July The Company will assume no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the mechanism of withholding and payment of tax. Details of payment of the Final Dividend to A Shareholders and relevant matters will be announced separately by the Company after discussion with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited. Beijing, the PRC 26 June 2018 By order of the Board CITIC Securities Company Limited ZHANG Youjun Chairman As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Youjun and Mr. YANG Minghui; the non-executive director is Mr. CHEN Zhong; and the independent non-executive directors are Mr. LIU Ke, Mr. HE Jia and Mr. CHAN, Charles Sheung Wai. 14