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

(Stock Code: 998) PROXY FORM For the First Extraordinary General Meeting of 2017 of China CITIC Bank Corporation Limited (the "Bank") on 7 February 2017 and Any Adjournment Thereof

I/We (Note 1) of (Note 2) being the registered holder(s) of (Note 3) H shares of RMB1.00 each in the share capital of the Bank, hereby appoint the Chairman of the meeting (Notes 4 and 5) or of and/or of to act as my/our proxy to attend and vote for me/us and on my/our behalf at the First Extraordinary General Meeting of 2017 of the Bank to be held at Conference Room, B1 Floor, No. 9 Chaoyangmen Beidajie, Dongcheng District, Beijing, the People's Republic of China on Tuesday, 7 February, 2017 at 9:30 a.m. and at any adjournment thereof (the "2017 First EGM") and to exercise all rights conferred on proxies under laws, regulations and the articles of association of the Bank.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the 2017 First EGM. (Note: * indicates special resolutions)

No.

Special Resolutions

For

(Note 6)

Against

(Note 6)

Abstain

(Note 6)

1. *

To consider and approve the proposal on the issuance and listing of A share convertible corporate bonds

1.1.*

Types of securities to be issued

1.2.*

Size of the Issuance

1.3.*

Par value and issue price

1.4.*

Term

1.5.*

Interest rate

1.6.*

Method and timing of interest payment

1.7.*

Conversion period

1.8.*

Determination and adjustment of the Conversion Price

1.9.*

Downward adjustment to Conversion Price

1.10.*

Method for determining the number of Shares for conversion

1.11.*

Entitlement to Dividend of the year of conversion

1.12.*

Terms of redemption

1.13.*

Terms of sale back

1.14.*

Method of issuance and target subscribers

1.15.*

Subscription arrangement for the existing Shareholders

1.16.*

Convertible Bonds holders and meetings of the Convertible Bonds holders

1.17.*

Use of proceeds

1.18.*

Guarantee and security

1.19.*

Validity period of the resolution

No.

Ordinary Resolutions

For

(Note 6)

Against

(Note 6)

Abstain

(Note 6)

2.

to consider and approve the proposal on the conditions of issuance of A share convertible corporate bonds

3.

to consider and approve the proposal on the feasibility report of the use of proceeds raised from the issuance of A share convertible corporate bonds

4.

to consider and approve the proposal on the use of the previously raised proceeds

No.

Special Resolutions

For

(Note 6)

Against

(Note 6)

Abstain

(Note 6)

5.*

to consider and approve the proposal on the dilution of immediate returns and recommended remedial measure to the issuance of A share convertible corporate bonds

6.*

to consider and approve the proposal to general meeting to authorize the board of directors to manage the matters relating to the issuance and listing of A share convertible corporate bonds

No.

Ordinary Resolution

For

(Note 6)

Against

(Note 6)

Abstain

(Note 6)

7.

to consider and approve the proposal on amendments to the Rules of Procedures of the Board of Directors of China CITIC Bank Corporation Limited

Signature (Note 7) Date

Notes:

  1. Please insert full name(s) in BLOCK CAPITALS.

  2. Please insert full address(es) in BLOCK CAPITALS.

  3. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares of the Bank registered in your name(s).

  4. If you are a shareholder who is entitled to attend and vote at the 2017 First EGM, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Bank, but must attend the 2017 First EGM in person in order to represent you.

  5. If a proxy other than the Chairman of the meeting is preferred, cross out the words "the Chairman of the meeting" and insert the full name and address of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes made to this proxy form must be initialed by the person who signs it.

  6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the 2017 First EGM. The shares abstained will be counted in the calculation of the required majority.

  7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of its legal representative(s) or its directors or (a) person(s) authorized to sign on its behalf. In case of joint holders, only the person whose name stands first on the register of members may attend and vote at the 2017 First EGM, either in person or by proxy.

  8. To be valid, this proxy form, together with the power of attorney or other authorization documents, if any, under which it is signed, or a notary certified copy of such power of attorney or authorization documents, must be completed and deposited at the office of 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 at least 24 hours before the 2017 First EGM or any adjournment thereof.

  9. Completion and delivery of this proxy form will not preclude you from attending and voting at the 2017 First EGM in person if you so wish.

  10. Shareholders or their proxies attending the 2017 First EGM shall produce their identity documents.

China CITIC Bank Corporation Limited published this content on 12 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 January 2017 12:53:05 UTC.

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