China CITIC Bank : Announcements and Notices - ANNOUNCEMENT COMPLETION OF PRIVATE PLACEMENT OF A SHARES

26020d91-f211-4a30-ac42-331e0d7c1d82.pdf

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.

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)

ANNOUNCEMENT COMPLETION OF PRIVATE PLACEMENT OF A SHARES

References are made to the announcements of China CITIC Bank Corporation Limited (the "Bank") dated 29 October 2014, 16 December 2014, 16 March 2015, 31 July 2015, 27 October

2015 and 30 December 2015, and the circulars of the Bank dated 25 November 2014 and 16 November 2015 in relation to, among others, the relevant matters on the private placement of A shares of the Bank (the "Private Placement") to China National Tobacco Corporation (the "CNTC"). Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the said announcements and circulars.

COMPLETION OF PRIVATE PLACEMENT

The board of directors of the Bank is pleased to announce that the conditions set out in the agreements on Private Placement have been fully fulfilled, and the Private Placement completed on 20 January 2016 in accordance with the terms and conditions of the agreements on Private Placement.

Having made all reasonable enquiries, the directors of the Bank confirm that to the best of their knowledge, information and belief, (i) CNTC and its ultimate beneficial owners are independent third parties to the Bank; and (ii) CNTC will not become a substantial shareholder (as defined under the Listing Rules) of the Bank upon the completion of the Private Placement.

BASIC INFORMATION OF THE PRIVATE PLACEMENT

1. Class of shares: RMB denominated ordinary shares (A shares)

   
   

2. Number of shares: 2,147,469,539 shares

   
   

3. Placement price: RMB5.55 per share

4. Total proceeds: RMB11,918,455,941.45

5. Expenses of placement: RMB 29,760,746.92 6. Net proceeds: RMB11,888,695,194.53

1. Use of net proceeds: Replenishing the core tier-1 capital of the Bank

2. Target of the placement: CNTC

   
   

3. Connection between the target of the placement and the Bank: As of the date of the Private Placement, there is no connection between CNTC and the Bank

   
   

4. Lock-up period: 36 months

   
   

5. Sponsors: CITIC Securities Co., Ltd. and China International Capital Corporation Limited

   
   

6. Lead underwriters: CITIC Securities Co., Ltd., China International Capital Corporation Limited, Hongta Securities Co., Ltd., China Securities Co., Ltd.

   
   

7. Expected listing time: The new shares of the Bank have been completed the procedures for registration and depository with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 20 January 2016. According to the arrangement of the aforementioned lock-up period, the shares of the Private Placement subscribed by CNTC are expected to be listed and traded on 20 January 2019. If that day falls within official holidays or rest days, it shall be postponed to the first business day thereafter.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE BANK

The changes to the shareholding structure of the Bank as a result of completion of the Private Placement are set out as follows:

As of 31 December 2015		Immediately After Private Placement
Number of issued shares	%	Number of issued shares	%
H Shares	14,882,162,977	31.81	14,882,162,977	30.41
CITIC Corporation Limited (formerly known as CITIC Limited)	2,468,064,479	5.28	2,468,064,479	5.04
Public Shareholders	12,414,098,498	26.53	12,414,098,498	25.37
A Shares	31,905,164,057	68.19	34,052,633,596	69.59
CITIC Corporation Limited (formerly known as CITIC Limited)	28,938,928,294	61.85	28,938,928,294	59.14
Public Shareholders	2,966,235,763	6.34	5,113,705,302	10.45
Total	46,787,327,034	100	48,934,796,573	100

Upon completion of the Private Placement, CITIC Corporation Limited remains to be the largest shareholder, holding 64.18% of the shares of the Bank. There is no change of control of the Bank resulting from the Private Placement.

Beijing, the PRC 21 January 2016

By order of the Board of Directors China CITIC Bank Corporation Limited

Chang Zhenming Chairman

As at the date of this announcement, the executive directors of the Bank are Ms. Li Qingping and

Mr. Sun Deshun; the non-executive directors are Mr. Chang Zhenming, Mr. Zhu Xiaohuang and Mr. Zhang Xiaowei; and the independent non-executive directors are Mr. Li Zheping, Ms. Wu Xiaoqing, Mr. Wong Luen Cheung Andrew and Mr. Yuan Ming.