This press release is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The H Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “U.S Securities Act”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements under the U.S. Securities Act. There will be no public offer of securities in the United States. Any offering of securities to be made in the United States will be made solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from the registration requirements under the U.S. Securities Act and by means of an offering memorandum that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. The H Shares are also being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act.

You are cautioned not to place any reliance on the statements contained herein. For information on the Company or the Global Offering, please refer to the Prospectus of the Company.

Note: Unless otherwise defined, terms in this press release shall have the same meanings as those defined in the prospectus issued by China International Capital Corporation Limited together with any supplement thereto (if any).

中國國際金融股份有限公司
China International Capital Corporation Limited
 (A joint stock limited company incorporated in the People’s Republic of China)
 (Stock Code: 3908) 

China International Capital Corporation Limited Announced Allotment Results
CICC Received Strong Response in the Global Offering
International Offering Were Significantly Over-subscribed 

(6 November, 2015 - Beijing) China International Capital Corporation Limited (“CICC” or the “Company”; HK stock code: 3908) today announces the allotment results of the global offering of its H shares (the “Global Offering”). The Offer Price has been determined at HK$10.28 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%)，and a total of 5,491 valid applications have been received pursuant to the Hong Kong Public Offering (excluding the Hong Kong Employee Preferential Offering) for a total of 258,717,600 Hong Kong Offer Shares, representing approximately 4.70 times of the 55,027,200 Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering (excluding the Hong Kong Reserved Shares).

The final number of Offer Shares comprised in the Hong Kong Public Offering is 61,140,800 Offer Shares, representing approximately 10% of the total number of the Offer Shares under the Global Offering (before any exercise of the Over-allotment Option). Meanwhile, a total of 15 valid applications have been received pursuant to the Hong Kong Employee Preferential Offering on PINK Application Forms for a total of 2,312,800 Offer Shares, representing approximately 38% of the 6,113,600 Hong Kong Reserved Shares initially available for subscription under the Hong Kong Employee Preferential Offering. Accordingly, 3,800,800 Offer Shares are reallocated from the Hong Kong Employee Preferential Offering to the Hong Kong Public Offering.

In connection with International Offering, the Offer Shares initially offered under the International Offering were significantly over-subscribed. The final number of Offer Shares allocated to the placees under the International Offering is 550,265,600 Offer Shares, representing approximately 90% of the total number of Offer Shares under the Global Offering (before any exercise of the Over-allotment Option).

Pursuant to the Cornerstone Investment Agreements with the Cornerstone Investors, the number of Offer Shares subscribed for by the Cornerstone Investors has now been determined. Each of (1) CIZJ Limited, (2) Baosteel Group Corporation, (3) CGN Investment (HK) Co., Limited, (4) China Mobile (Hong Kong) Group Limited, (5) Commercial Aircraft Corporation of China, Ltd., (6) Value Partners Hong Kong Limited, (7) China Chengtong Holdings Group Limited, (8) CSR (Hong Kong) Co. Limited, (9) Xinhua News Agency Investment Holdings Co., Ltd and (10) The Prudential Insurance Company of America, has subscribed for 75,388,800 Offer Shares, 37,694,400 Offer Shares, 37,694,400 Offer Shares, 37,694,400 Offer Shares, 37,694,400 Offer Shares, 37,694,400 Offer Shares, 22,616,400 Offer Shares, 22,616,400 Offer Shares, 22,616,400 Offer Shares and 18,847,200 Offer Shares, respectively. The total number of Offer Shares subscribed by the Cornerstone Investors is 350,557,200 Offer Shares which represents approximately 57.34% of the number of Offer Shares offered or sold pursuant to the Global Offering or approximately 15.8% of the Company’s total issued share capital following completion of the Global Offering, assuming that the Over-allotment Option is not exercised.

Meanwhile, 2,261,600 Offer Shares have been placed to New China Asset Management (HK) Ltd., which is a close associate of Huijin.

21,082,000 Offer Shares have been placed to International Eligible Employees pursuant to the International Employee Preferential Offering, representing approximately 38% of the 55,026,400 International Reserved Shares initially available for subscription under the International Employee Preferential Offering. Among them, 19,312,800 Offer Shares have been placed to Galaxy Capital Asset Management Co., Ltd. for Eligible International Employees in the PRC to participate in the International Offering. 33,944,400 Offer Shares are reallocated from the International Employee Preferential Offering to the International Offering.

2,283,200 Offer Shares (including those underlying the Scheme, rounded down to the nearest board lot) have been allocated or placed to the Eligible Directors and Close Associates, representing approximately 3.7% of the 61,140,000 Employee Reserved Shares available for subscription under the Employee Preferential Offering. 116,800 Offer Shares (underlying the Scheme, rounded down to the nearest board lot) have been placed to a Supervisor, representing approximately 0.19% of the 61,140,000 Employee Reserved Shares available for subscription under the Employee Preferential Offering.The Offer Shares allocated or placed to such Eligible Directors and Close Associates and Supervisor will not be counted as part of the public float of the Company under the Listing Rules.

In connection with the Global Offering, our Company and the Selling Shareholders are expected to grant to the International Underwriters the Over-allotment Option, exercisable by the Underwriters’ Representative on behalf of the International Underwriters at any time from the date of the International Underwriting Agreement until 30 days after the last date for the lodging of applications under the Hong Kong Public Offering, to require our Company to issue and allot, and the Selling Shareholders to sell, up to an aggregate of 91,709,200 additional Offer Shares representing approximately 15% of the initial Offer Shares, at the same price per Offer Share under the International Offering to cover, among other things, over allocations (if any) in the International Offering, or to effect the permitted stabilizing actions as described in the section headed “Structure of the Global Offering – Stabilization” in the prospectus. As at the date of this press release, the Over-allotment Option has not been exercised.

Based on the Offer Price of HK$10.28 per H Share, the net proceeds from the Global Offering to be received by the Company, before exercise of the Over-allotment Option, after deducting (i) the net proceeds from the sale of Sale Shares by the Selling Shareholders in the Global Offering; and (ii) the underwriting commissions and other estimated expenses, is estimated to be approximately HK$5,485.2 million.

The Company intends to use these net proceeds from the Global Offering for the following purposes and in amounts set out below:

1.Approximately 45%, (or HK$ 2,468.3 million), will be used to further develop the business of Equity Sales and Trading and FICC;

2.Approximately 20%, (or HK$ 1,097.0 million), will be used to develop our wealth management business;

3.Approximately 5%, (or HK$ 274.3 million), will be used to develop our investment management business;

4.Approximately 20%, (or HK$ 1,097.0 million), will be used in our international business to enhance our cross-border capabilities and global influence; and

5.Approximately 10%, (or HK$ 548.5 million), will be used for working capital and general corporate purpose.

CICC HK Securities and ABCI Capital Limited are the Joint Sponsors. CICC HK Securities, Goldman Sachs (Asia) L.L.C., CMB International Capital Limited, CCB International Capital Limited, ICBC International Capital Limited, ABCI Capital Limited, BOCOM International Securities Limited, The Hongkong and Shanghai Banking Corporation Limited, China Galaxy International Securities (Hong Kong) Co., Limited, DBS Asia Capital Limited and Southwest Securities (HK) Brokerage Limited are the Joint Global Coordinators. Lazard Asia (Hong Kong) Limited is the Financial Advisor.

Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m. on Monday, November 9, 2015.