Not for distribution, directly or indirectly, in or into the United States. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of China International Capital Corporation Limited in the United States or in any state or country where such offer, solicitation or sale is not permitted. 

This press release is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. Potential investors should read the prospectus to be issued by the Company on October 27, 2015 (the “Prospectus”) for detailed information about the Global Offering.

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 of the Company 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 of 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 issuer and that will contain detailed information about the Company and management, as well as financial statements. The H Shares of the Company are also being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act. The Company does not intend to register any part of the offering referred to herein in the United States. The securities referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan.

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 issused by China International Capital Corporation Limited together with any supplement thereto (if any).

中国国际金融股份有限公司

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

Global Offering of H Shares

Highlights of the Global Offering:

■ Number of Offer Shares under the Global Offering: a total of 611,406,400 H Shares (subject to the Over-allotment Option), comprising initially 61,140,800 Hong Kong Offer Shares (subject to adjustment) and 550,265,600 International Offer Shares (subject to adjustment and the Over-allotment Option).

■ Offer Price range: HK$ 9.12 to HK$ 10.28.

■ The Hong Kong Public Offering will commence at 9:00 a.m. on 27 October 2015 (Tuesday) and is expected to close at 12:00 noon (Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk is 11:30 a.m.) on 30 October 2015 (Friday).

■ Trading is expected to commence on 9 November 2015 (Monday).

■ The stock code of China International Capital Corporation Limited on the Main Board of The Stock Exchange of Hong Kong Limited is 3908.

■ China International Capital Corporation Hong Kong Securities Limited (“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.

(26 October 2015 - Beijing) China International Capital Corporation Limited (“CICC ” or the “Company”) today announces the details of its global offering (the “Global Offering”) and the listing of its H Shares on the Main Board of the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).

The Global Offering comprises a total of 611,406,400 H Shares, (subject to the Over-allotment Option), approximately 90% of which, or 550,265,600 H Shares (subject to adjustment and the Over-allotment Option) will initially be offered in the International Offering (the “International Offering”), and the remaining approximately 10% or 61,140,800 H Shares (subject to adjustment), will initially be offered in the Hong Kong Public Offering (the “Hong Kong Public Offering”). The indicative Offer Price range is from HK$9.12 to HK$10.28.

The Hong Kong Public Offering will commence at 9:00 a.m. on 27 October 2015 (Tuesday) and is expected to close at 12:00 noon (Latest time to complete electronic applications under White Form eIPO service through the designated website www.eipo.com.hk is 11:30 a.m.) on 30 October 2015 (Friday). Trading of the H Shares on the Main Board of the Hong Kong Stock Exchange is expected to commence on 9 November 2015 (Monday). The stock code of the H Shares is 3908. The H shares will be traded on the Main Board of the Hong Kong Stock Exchange in board lots of 400 H Shares each.

In connection with International Offering, the 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. If the Over-allotment Option is exercised in full, the Offer Shares will represent approximately 30.48% of the enlarged registered share capital immediately after completion of the Global Offering and the exercise of the Over-allotment Option. In the event that the Over-allotment Option is exercised, an announcement will be made.

Assuming an Offer Price of HK$9.70 per H Share (being the mid-point of the stated range of the Offer Price of between HK$9.12 and HK$10.28 per H Share), the Company estimates that it will receive net proceeds of approximately HK$5,169.3 million from the Global Offering (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 and assuming the Over-allotment Option is not exercised).

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$2,326.2 million), will be used to further develop the business of Equity Sales and Trading and FICC;

2. Approximately 20%, (or HK$ 1,033.9 million), will be used to develop our wealth management business;

3. Approximately 5%, (or HK$ 258.5 million), will be used to develop our investment management business;

4. Approximately 20%, (or HK$ 1,033.9 million), will be used in our international business to enhance our cross-border capabilities and global influence; and

5. Approximately 10%, (or HK$ 516.9 million), will be used for working capital and general corporate purpose.

Mr. Ding Xuedong, Chairman of the Board from CICC, said, “CICC was born in reform, and also earned the achievement in reform. By leveraging its national practice and international expertise, CICC helped PRC enterprises reorganize in line with modern governance structure and gain access to domestic and international capital markets and fulfilled its successful story. With the PRC economy entering into a stage of “new normal”, the internationalization of the Renminbi, the liberalization of interest rate and the further opening-up of financial markets, I believe that, due to our leading position in investment banking, high-quality client base and cross-border capability, we are uniquely well-positioned to capture these trends and to continue releasing our potential to realize greater achievements. In the future, we will still adhere to our core values: clients first, people oriented, integrity as foundation, pursuit of perfection and Chinese roots, international reach and we strive to fulfill the goal of becoming a world-class financial institution with global influence”.

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.