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ANNOUNCEMENT ON CHANGE OF PERFORMANCE OF UNDERTAKINGS BY CONTROLLING SHAREHOLDER IN RESPECT OF SELF-OWNED BUILDINGS AND LAND USE RIGHTS

Pursuant to the "Regulatory Guidelines for Listed Companies NO.4: Undertakings of and Performance of Undertakings by De facto Controllers, Shareholders, Related Parties and Acquirers of Listed Companies and Listed Companies" (( lik'Ilf.l'j';4'il-
) issued by China Securities Regulatory Commission (the "CSRC") and the requirements of relevant notice issued by Beijing Securities Regulatory Bureau, if the performance of relevant undertakings cannot been completed or is unfavorable to the protection of the interests of listed companies, and relevant parties of the undertakings cannot regulate the existing undertakings, change of undertakings or exemption of performance could be submitted to consideration at the general meetings. The listed company should provide online voting method. The relevant parties of the undertakings and related parties should abstain from
voting.

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In accordance with the above provisions, the 31st meeting of the second session of the board of directors of China Railway Construction Corporation Limited (the "Company") considered and approved the Proposal in Relation to Change of Performance of Undertakings by Controlling Shareholder in Respect of Self-owned Buildings and Land Use Rights. For details of the contents and performance of undertakings in respect of the Company's self-owned buildings and land use rights made by China Railway Construction Corporation ("CRCCG"), the controlling shareholder of the Company, please refer to the "Announcement on the Performance of Undertakings by De facto Controller, Shareholders, Related Parties and the Company of China Railway Construction Corporation Limited" dated 14 February 2014 and the Announcement on the Progress of Performance of Undertakings of Listed Company and Related Parties of China Railway Construction Corporation Limited" dated 20 March 2014 published by the Company.
As at the date of this announcement, among the 822 buildings for which the Company had not obtained building ownership certificates at the time of its initial public offering and listing, the Company had obtained building ownership certificates for 220 buildings. Among the remaining 602 buildings, 480 were properties for ancillary production use for which building ownership certificates were not required; 121 buildings were constructions of a remote age, for which building ownership certificates could not be obtained, and the application for building ownership certificate for the remaining one building (1,064 square meters and the consideration amounted to RMB4.47 million when put into use) were under way as the building ownership certificate for the whole building had not yet been obtained. However, though the above properties had not been granted building ownership certificates, they were invested and constructed by the subsidiaries (which are the wholly- owned subsidiaries of the Company after reorganization) of CRCCG before reorganization with relevant accounting invoices and construction proofs and there were no disputes as to the rights relating to such buildings. The Company has always had the right to occupy, use, receive earnings from and effectively dispose of these buildings.

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As at the date of this announcement, among the 349 originally allocated land parcels for which land use rights were applied for by way of capital contribution by the State as the consideration at the time of the initial public offering and listing of the Company, the land use rights certificates had been obtained for an aggregate of 348 parcels; all of the 53 parcels of land which were going through procedures of granted land use rights at that time had obtained the land use rights certificates upon completion of the land grant procedures. There was one remaining land parcel (13,554 square meters and the consideration amounted to RMB20.67 million when put into use) whose land use rights certificate was still under application due to governmental reasons.
Considering the above-mentioned situation, the relevant requirements of CSRC as well as the actual situation of the Company, after negotiating with CRCCG, the Company proposes to change performance of undertakings by controlling shareholder in respect of self-owned buildings and land use rights, details of which are set out as follows:
1. CRCCG will not proceed with application for the ownership certificates of the abovementioned buildings for which building ownership certificates are not required or could not be obtained.
2. CRCCG shall continue to apply for the ownership certificates of one building and one land parcel which were going through application procedures. However, due to the uncontrollable processing time, relevant undertakings are proposed to be changed to long-term undertakings.
3. As for the buildings and land parcels mentioned in the above points 1 and 2, any losses and expenses caused to the Company by any issues arising from their ownership or ownership certificates will be assumed by CRCCG. If the Company proposes, CRCCG may negotiate with the Company over repurchasing from the Company such buildings and land pacels at a fair price that is no less than the original value contributed to the Company upon the Company's establishment.

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The issue will be proposed to the general meeting of the Company for consideration. The independent directors are of the view that the procedures of consideration and approval of the said change of performance of undertakings by controlling shareholder complied with laws and regulations such as the Company Law of the People's Republic of China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange as well as relevant requirements of the Articles of Association of the Company. The change of performance of undertakings by controlling shareholder was in compliance with the laws and regulations, in line with relevant requirements of the CSRC and is beneficial to the protection of the interests of the Company and the small and medium shareholders. The independent directors approve the relevant proposal.
By order of the Board

China Railway Construction Corporation Limited MENG Fengchao

Chairman

Beijing, the PRC
29 March 2014

As at the date of this announcement, the Board comprises Mr. MENG Fengchao (Chairman and Executive Director), Mr. PENG Shugui (Vice Chairman and Executive Director), Mr. ZHANG Zongyan (President and Executive Director), Mr. HU Zhenyi (Executive Director), Mr. ZHU Mingxian (Non-executive Director), Mr. LI Kecheng (Independent Non-executive Director), Mr. ZHAO Guangjie (Independent Non-executive Director), Mr. WU Taishi (Independent Non-executive Director) and Mr. NGAI Wai Fung (Independent Non-executive Director).

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