CITIC Limited aims to generate sustainable shareholder value. We recognise that effective management of stakeholder relationships, including those with investors, is key to realising that value. We believe that our objectives and shareholder objectives should be aligned for long-term value creation and hope that our shareholders agree with our conviction that sustainable long-term growth is more important than short-term gains.
CITIC Limited acknowledges its responsibility to engage with shareholders and respond respectfully to their questions. We aspire to transparent and open communications and are committed to timely disclosure of relevant and material information. We meet with investors regularly to update them on our business progress and strategy. In addition, we respond promptly to questions received from the media and individual shareholders. We endeavour to share financial and non-financial information that is relevant and material, and clearly communicate our business strategy through biannual and other timely communications. In all cases, great care is taken to ensure that price sensitive information is not disclosed selectively. When announcements are made through the Hong Kong Stock Exchange, the same information will be made available on CITIC Limited’s website.
CITIC Limited considers effective communication with shareholders essential to enable them to have a clear assessment of the enterprise performance as well as to ensure the board of directors is accountable. The Shareholders’ Communication Policy of CITIC Limited was updated in 2022 to emphasise our commitment to enhancing communication with shareholders (both individual and institutional) and the investment community and to require the policy to be reviewed annually to ensure its continued effectiveness.
The full text of the Shareholders’ Communication Policy of CITIC Limited is available on the Company’s website. The major means of communication with shareholders of CITIC Limited are set out below:
There were no changes in the articles of association of CITIC Limited during the year under review. The latest version of the articles of association is available on the websites of HKEX and CITIC Limited.
In compliance with the requirement for a policy on payment of dividends under the code provision of the CG Code, CITIC Limited has adopted a dividend policy (the “Dividend Policy”) in 2018 to enhance its transparency and to facilitate shareholders and investors to make their investment decisions.
CITIC Limited attaches importance to providing reasonable returns for investors. The Dividend Policy of CITIC Limited maintains continuity and stability and takes into consideration the long-term interests of CITIC Limited, overall interests of all shareholders and the sustainable development of CITIC Limited. In order to further enhance shareholder returns and create more value for investors, in accordance with the articles of association of CITIC Limited (the “Articles of Association”) and the Dividend Policy, CITIC Limited has adopted a shareholder return plan (the “Shareholder Return Plan”). Accordingly, CITIC Limited will in principle pay cash dividends twice a year. The cash dividend distribution plan shall fully consider the future capital needs of daily operating activities and investment activities as well as future financing costs and efficiency, to ensure that the cash dividend distribution plan will not affect the sustainable operation and development of CITIC Limited. If CITIC Limited has distributable profits in one year and there are no major investment plans or major cash expenditures in the next 12 months, dividends will be distributed in cash. The amount of the cash dividend as a percentage of the net profit attributable to ordinary shareholders for the year of 2024 shall not be less than 27%, shall not be less than 28% for the year of 2025, and shall strive to reach 30% for the year of 2026. The Shareholder Return Plan is an improvement and refinement of the Dividend Policy, and is intended to provide investors with clearer guidance on the level of future dividends to be distributed by CITIC Limited. The implementation of the Shareholder Return Plan is still subject to restrictions under Hong Kong legislation and the Articles of Association.
The payment of dividend is also subject to any restrictions under Hong Kong legislation and the Articles of Association. According to the Articles of Association, CITIC Limited in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the board of directors. No dividend shall be payable except out of the profits of CITIC Limited.
Resolutions put to vote at the general meetings of CITIC Limited (other than on procedural matters) are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting, and questions from shareholders regarding the voting procedures are answered. The poll results are posted on the websites of HKEX and CITIC Limited respectively on the same day as the poll.
Set out below is a summary of certain rights of the shareholders of CITIC Limited as required to be disclosed pursuant to the mandatory disclosure requirement under the CG code:
Convening of extraordinary general meeting on requisition by shareholders
In accordance with Section 566 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), shareholder(s) of CITIC Limited representing at least 5% of the total voting rights of all the shareholders having a right to vote at general meetings of CITIC Limited are entitled to send a request to CITIC Limited to convene an extraordinary general meeting (“EGM”). The written requisition must state the general nature of the business to be dealt with at the EGM and may include the text of a resolution that may properly be moved and is intended to be moved at the EGM. The request must be authenticated by the shareholder(s) making it and deposited at the registered office of CITIC Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong for the attention of the joint company secretaries in hard copy form or sent to CITIC Limited in electronic form. The requisition may consist of several documents in like form, each signed by one or more of the shareholder(s) concerned.
Pursuant to Section 567 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the directors of CITIC Limited must within 21 days after the date on which the written requisition is received by CITIC Limited proceed to duly convene an EGM for a day not more than 28 days after the date on which the notice convening the EGM is given. If the directors do not do so, the shareholder(s) who requested for the EGM, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene an EGM pursuant to Section 568 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), provided that the EGM so convened shall not be held after the expiration of 3 months from the date of the original requisition.
The EGM convened by shareholders shall be convened in the same manner, as nearly as possible, as that in which general meetings are to be convened by the directors of CITIC Limited.
Procedures for directing shareholders’ enquiries to the board
Shareholders may at any time send their enquiries and concerns to the board of directors of CITIC Limited in writing to CITIC Limited of which contact details are set out in the section headed “Shareholders’ Enquiries” of CITIC Limited’s Shareholders’ Communication Policy or through writing to the joint company secretaries whose contact details are as follows:
The Joint Company Secretaries
CITIC Limited
32nd Floor, CITIC Tower,
1 Tim Mei Avenue, Central, Hong Kong
Email: contact@citic.com
Tel No.: +852 2820 2184
Fax No.: +852 2918 4838
The joint company secretaries will forward the shareholders’ enquiries and concerns to the board of directors and/or relevant board committees of CITIC Limited, where appropriate, to answer the shareholders’ questions.
Procedures for putting forward proposals at general meetings by shareholders
Shareholders are requested to follow Sections 615 and 616 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) for including a resolution at the annual general meeting of CITIC Limited (“AGM”). The requirements and procedures are set out below:
The procedures for shareholders to propose a person for election as a director of CITIC Limited is available on CITIC Limited’s website.
CITIC Limited acknowledges its responsibility to engage with shareholders and respond respectfully to their questions. We aspire to transparent and open communications and are committed to timely disclosure of relevant and material information. We meet with investors regularly to update them on our business progress and strategy. In addition, we respond promptly to questions received from the media and individual shareholders. We endeavour to share financial and non-financial information that is relevant and material, and clearly communicate our business strategy through biannual and other timely communications. In all cases, great care is taken to ensure that price sensitive information is not disclosed selectively. When announcements are made through the Hong Kong Stock Exchange, the same information will be made available on CITIC Limited’s website.
Shareholders’ Communication Policy
CITIC Limited considers effective communication with shareholders essential to enable them to have a clear assessment of the enterprise performance as well as to ensure the board of directors is accountable. The Shareholders’ Communication Policy of CITIC Limited was updated in 2022 to emphasise our commitment to enhancing communication with shareholders (both individual and institutional) and the investment community and to require the policy to be reviewed annually to ensure its continued effectiveness.
The full text of the Shareholders’ Communication Policy of CITIC Limited is available on the Company’s website. The major means of communication with shareholders of CITIC Limited are set out below:
- Contact details provided to shareholders
Shareholders and the investment community shall be provided with contact details of CITIC Limited such as mailing address, email address and telephone number in order to enable them to make any query in respect of CITIC Limited. The Company supports the use of electronic and other means of communicating with shareholders and investors. - Information disclosure at corporate website
CITIC Limited endeavours to disclose all material information about the Group to all interested parties as widely and in as timely a manner as possible. CITIC Limited maintains a corporate website at https://www.citic.com/en/, where important information about CITIC Limited’s activities and corporate matters such as annual reports and half-year reports to shareholders, announcements, business development and operations, corporate governance practices and other information are available for review by shareholders and other stakeholders.
When announcements are made through the Hong Kong Stock Exchange, the same information will be made available on CITIC Limited’s website.
During the year under review, CITIC Limited has issued announcements in respect of notifiable transactions, connected transactions, continuing connected transactions and overseas regulatory announcements, which can be viewed on CITIC Limited’s website. - General meetings with shareholders
CITIC Limited’s annual general meeting provides a useful platform for direct communication between the board and shareholders. Separate resolutions are proposed on each substantial separate issue at the general meetings. The annual general meetings and other general meetings will be conducted with instant translation to encourage shareholders’ participation. - Communication with investors
CITIC Limited’s policy is to proactively meet with investors and analysts and participate in investor road shows. Upon the release of financial results, CITIC Limited holds investor or analyst briefings and publishes presentations on CITIC Limited’s website in a timely manner.
Constitutional Documents
There were no changes in the articles of association of CITIC Limited during the year under review. The latest version of the articles of association is available on the websites of HKEX and CITIC Limited.
Dividend policy
In compliance with the requirement for a policy on payment of dividends under the code provision of the CG Code, CITIC Limited has adopted a dividend policy (the “Dividend Policy”) in 2018 to enhance its transparency and to facilitate shareholders and investors to make their investment decisions.
CITIC Limited attaches importance to providing reasonable returns for investors. The Dividend Policy of CITIC Limited maintains continuity and stability and takes into consideration the long-term interests of CITIC Limited, overall interests of all shareholders and the sustainable development of CITIC Limited. In order to further enhance shareholder returns and create more value for investors, in accordance with the articles of association of CITIC Limited (the “Articles of Association”) and the Dividend Policy, CITIC Limited has adopted a shareholder return plan (the “Shareholder Return Plan”). Accordingly, CITIC Limited will in principle pay cash dividends twice a year. The cash dividend distribution plan shall fully consider the future capital needs of daily operating activities and investment activities as well as future financing costs and efficiency, to ensure that the cash dividend distribution plan will not affect the sustainable operation and development of CITIC Limited. If CITIC Limited has distributable profits in one year and there are no major investment plans or major cash expenditures in the next 12 months, dividends will be distributed in cash. The amount of the cash dividend as a percentage of the net profit attributable to ordinary shareholders for the year of 2024 shall not be less than 27%, shall not be less than 28% for the year of 2025, and shall strive to reach 30% for the year of 2026. The Shareholder Return Plan is an improvement and refinement of the Dividend Policy, and is intended to provide investors with clearer guidance on the level of future dividends to be distributed by CITIC Limited. The implementation of the Shareholder Return Plan is still subject to restrictions under Hong Kong legislation and the Articles of Association.
The payment of dividend is also subject to any restrictions under Hong Kong legislation and the Articles of Association. According to the Articles of Association, CITIC Limited in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the board of directors. No dividend shall be payable except out of the profits of CITIC Limited.
Voting by poll
Resolutions put to vote at the general meetings of CITIC Limited (other than on procedural matters) are taken by poll. Procedures regarding the conduct of the poll are explained to the shareholders at the commencement of each general meeting, and questions from shareholders regarding the voting procedures are answered. The poll results are posted on the websites of HKEX and CITIC Limited respectively on the same day as the poll.
Shareholders’ rights
Set out below is a summary of certain rights of the shareholders of CITIC Limited as required to be disclosed pursuant to the mandatory disclosure requirement under the CG code:
Convening of extraordinary general meeting on requisition by shareholders
In accordance with Section 566 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), shareholder(s) of CITIC Limited representing at least 5% of the total voting rights of all the shareholders having a right to vote at general meetings of CITIC Limited are entitled to send a request to CITIC Limited to convene an extraordinary general meeting (“EGM”). The written requisition must state the general nature of the business to be dealt with at the EGM and may include the text of a resolution that may properly be moved and is intended to be moved at the EGM. The request must be authenticated by the shareholder(s) making it and deposited at the registered office of CITIC Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong for the attention of the joint company secretaries in hard copy form or sent to CITIC Limited in electronic form. The requisition may consist of several documents in like form, each signed by one or more of the shareholder(s) concerned.
Pursuant to Section 567 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the directors of CITIC Limited must within 21 days after the date on which the written requisition is received by CITIC Limited proceed to duly convene an EGM for a day not more than 28 days after the date on which the notice convening the EGM is given. If the directors do not do so, the shareholder(s) who requested for the EGM, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene an EGM pursuant to Section 568 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), provided that the EGM so convened shall not be held after the expiration of 3 months from the date of the original requisition.
The EGM convened by shareholders shall be convened in the same manner, as nearly as possible, as that in which general meetings are to be convened by the directors of CITIC Limited.
Procedures for directing shareholders’ enquiries to the board
Shareholders may at any time send their enquiries and concerns to the board of directors of CITIC Limited in writing to CITIC Limited of which contact details are set out in the section headed “Shareholders’ Enquiries” of CITIC Limited’s Shareholders’ Communication Policy or through writing to the joint company secretaries whose contact details are as follows:
The Joint Company Secretaries
CITIC Limited
32nd Floor, CITIC Tower,
1 Tim Mei Avenue, Central, Hong Kong
Email: contact@citic.com
Tel No.: +852 2820 2184
Fax No.: +852 2918 4838
The joint company secretaries will forward the shareholders’ enquiries and concerns to the board of directors and/or relevant board committees of CITIC Limited, where appropriate, to answer the shareholders’ questions.
Procedures for putting forward proposals at general meetings by shareholders
Shareholders are requested to follow Sections 615 and 616 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) for including a resolution at the annual general meeting of CITIC Limited (“AGM”). The requirements and procedures are set out below:
(i)
Any number of shareholders representing at least 2.5% of the total voting rights of all shareholders having a right to vote on the resolution at the AGM to which the requisition relates, or at least 50 shareholders having a right to vote on the resolution at the AGM to which the requisition relates, may submit a requisition in writing to put forward a resolution which may properly be moved at the AGM.
(ii)
CITIC Limited shall not be bound by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) to give notice of the proposed resolution or to circulate a statement of not more than 1,000 words with respect to the matter referred to in the proposed resolution to shareholders of CITIC Limited entitled to receive notice of the AGM unless a copy of the requisition specifying the resolution of which notice is to be given and signed by the shareholders concerned (or 2 or more copies which between them contain the signatures of all the shareholders concerned) is deposited at the registered office of CITIC Limited at 32nd Floor, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong for the attention of the joint company secretaries in hard copy form or is sent to CITIC Limited in electronic form not later than (i) 6 weeks before the AGM to which the requisition relates; or (ii) if later, the time at which notice is given of the AGM.
The procedures for shareholders to propose a person for election as a director of CITIC Limited is available on CITIC Limited’s website.