China Railway Construction : ANNOUNCEMENT ON THE PROPOSED SPIN-OFF AND LISTING OF CRCHI ON THE SCIENCE AND TECHNOLOGY INNOVATION BOARD OF SHANGHAI STOCK EXCHANGE

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ANNOUNCEMENT ON THE PROPOSED SPIN-OFF AND LISTING OF CRCHI ON THE SCIENCE AND TECHNOLOGY INNOVATION BOARD OF SHANGHAI STOCK EXCHANGE

This announcement is made pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) and Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

1. CONVENING OF THE BOARD MEETING
   The thirty-first meeting of the fourth session of the board of directors (the "Board") of China Railway Construction Corporation Limited ("CRCC" or the "Company") was held at the CRCC Bureau Building on 18 December 2019. The notice and materials of the Board meeting were dispatched directly in writing, via e-mail or by other means on 12 December and 13 December 2019. Eight out of nine eligible directors attended the meeting while Mr. Patrick SUN, an independent non-executive director, was absent from the meeting due to other business engagements and appointed Mr. WANG Huacheng, an independent non- executive director, to vote on behalf of him. Supervisors and senior management of the Company attended the meeting as observers. The meeting was presided over by Mr. CHEN Fenjian, the Chairman of the Board. This meeting was convened in compliance with the requirements of the relevant laws, administrative regulations, departmental rules, regulatory documents, the Articles of Association of China Railway Construction Corporation Limited and the Rules of Procedure for the Board of Directors of China Railway Construction Corporation Limited.

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1. CONSIDERATIONS OF THE PROPOSALS IN RELATION TO THE SPIN- OFF AT THE BOARD MEETING
   The meeting considered and approved certain proposals in relation to the public offering of RMB ordinary share (A share) (the "Issuance") and listing of China Railway Construction Heavy Industry Corporation Limited* ("CRCHI") (a subsidiary of the Company) on the Science and Technology Innovation Board of Shanghai Stock Exchange ("SSE") by open ballot at the on-site meeting and resolutions in relation to the Issuance are as follows:
2. 1. Considered and Approved the Proposal in Relation to the Initial Public Offering and Listing of CRCHI on the Science and Technology Innovation Board of Shanghai Stock Exchange

Approved the public offering of RMB ordinary share (A share) and listing of CRCHI (a subsidiary of the Company) on the Science and Technology Innovation Board of SSE.

1. Objective, business reasonableness and necessity of the spin-off and listing

The spin-off and listing of CRCHI by the Company contributes to promoting its leap-forward development, making the equipment manufacturing segment of the Company bigger and stronger and further achieving the business concentration, the improvement of science and technology innovation ability and specialized operating level of the Company.

CRCHI is a subsidiary of the Company and mainly engaged in the design, research and development, manufacturing and sale of tunneling machine equipment, rail transit equipment and special professional equipment and has achieved highly market-oriented and professional operating by focusing on product research and development and leveraging on automatic and intelligent technology to constantly enrich its product category, optimize and upgrade its product capability and enhance its research and development ability and market competitiveness. As a result, the spin-off and listing of CRCHI provides a relatively strong business reasonableness.

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As a subsidiary of the Company engaging specially in high-end equipment manufacturing, CRCHI keeps high business independency from other business sectors of the Company. As a leading enterprise in domestic high-end equipment manufacturing, the listing of CRCHI contributes to its continuous enhancement of production and R&D ability, the improvement of technology and innovation ability, the retention and attraction of excellent talents to satisfy the future strategic layout and development. As a result, it is necessary for the Company to spin off CRCHI to the Science and Technology Innovation Board of SSE to further consolidate the core competitiveness of CRCHI in high-end equipment manufacturing area and promote the sustainable development of the Company.

2. The proposal of issuance

The proposal of issuance is preliminarily determined as:

1. Place of listing: The Science and Technology Innovation Board of SSE.
2. Type of shares to be issued: The domestic listed RMB ordinary share (A share).
3. Par value of shares: RMB1.00.
4. Target subscribers: Price inquiry parties pursuant to the related qualification requirements of the regulatory authorities such as China Securities Regulatory Commission (the "CSRC"), natural persons, legal persons and other institutional investors who have opened securities account for A shares on the SSE (except for persons prohibited by laws, rules, regulations and regulatory documents of the PRC).
5. Time of issuance and listing: CRCHI will choose an appropriate time for issuance after the approval of SSE and the registration of CSRC and the specific time of issuance will be determined by the board of directors of CRCHI authorized by the shareholders' meeting of CRCHI after the approval of SSE and the registration of CSRC.
6. Method of issuance: By a combination of offline placing and online capital subscription or other issuance methods as recognized by CSRC and SSE.

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1. Size of issuance: The percentage of the number of shares to be issued will not exceed 25% (before exercising the over-allotment option and the number after registration approved by related securities regulatory authorities prevails) of the total share capital after issuance of CRCHI. The shareholders of CRCHI have no acts of public offering in the Issuance. CRCHI can negotiate with the main underwriter(s) to adopt the over-allotment option, while the number of shares to be issued on adoption of the over-allotment option shall not exceed 15% of the number of shares of the public offering. The final number of the issuance will be negotiated and determined together by the board of CRCHI authorised by the general meeting of CRCHI and the main underwriter(s) in accordance with the requirements of regulatory authorities, specific conditions of securities market and the capital demand of the fund raising project.
2. Method of pricing: The issuance price of shares will be determined by inquiring price from professional institutional investors such as securities company, fund management company, trust fund company, finance company, insurance company, qualified overseas investors and manager of privately raised fund, who have registered through China Securities Association. The issuer and the main underwriter(s) can determine the issuance price through preliminary price inquiry or the accumulated tender price inquiry after determining the range of issuance price through preliminary price inquiry.
3. Implementation of strategic allotment when issuance takes place: The Issuance and listing adopts strategic allotment, and the total of shares obtained by the strategic investors does not exceed 30% of the shares of the Issuance and listing (excluding the shares issued by exercising the over-allotment option) the object of strategic allotment including but not limited to, securities investment funds which is established in accordance with the law and subject to the specific investment purpose, the subsidiaries of the sponsor of the issuer, which are established in accordance with the law or other related subsidiaries lawfully established by the securities company which actually control the sponsor, the special asset management plan which is set up by the senior management personnel and the core employees of the issuer in accordance with the law.

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1. The use of proceeds of the Issuance: according to the actual situation of CRCHI, the proceeds from the Issuance, after deducting the expenses of issuance, will be used for investment in research and development and application projects, production base construction projects and supplementary working capital (the "Proceeds Investment Projects"). Based on the implementation of the listing plan, market conditions, policy adjustment and regulatory authorities' opinions, CRCHI may make specific adjustments to the Proceeds Investment Projects.
2. Method of underwriting: standby commitment.

As the abovementioned issuance plan is a preliminary plan, which is subject to the issuance review of SSE and submission to CSRC to implement issurance registration procedures. In order to ensure smooth progress of the related listing work of CRCHI, the general meeting of the Company is proposed to authorise the Board and its authorised persons to determine or adjust the issuance plan of listing of CRCHI.

The proposal shall be submitted to the 2020 first extraordinary general meeting of the Company for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

1. Considered and Approved the Proposal in Relation to the Spin-off and Listing of the Subsidiaries of the Company Complies with Certain Provisions on Pilot Domestic Listing of Spin-off Subsidiaries of Listed Companies

Approved the spin-off of CRCHI, the subsidiary of the Company, on the Science and Technology Innovation Board of SSE complies with the relevant requirements of domestic listing of spin-off subsidiaries of the listed companies in relation to Certain Provisions on Pilot Domestic Listing of Spin-off Subsidiaries of the Listed Companies (the "Provision") and has the feasibility of the domestic spin-off listing, details as follows:

1. The listed company has been listed for 3 years in Mainland China.

The Company's shares were listed on the main board of the SSE in 2008, which complies with the provision of "having been listed in Mainland China for 3 years".

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1. The listed company has been profitable within the latest three fiscal years consecutively, and the net profit attributable to the shareholders of the listed company shall not be less than RMB600 million (net profit shall be calculated at the lower value before and after deducting the non-recurring profit and loss) after deducting the net profit of the subsidiaries that is to be deducted according to its equity within the latest three fiscal years.
   Pursuant to the audit reports (An Yong Hua Ming (2017) Shen Zi No.60618770_A01) issued by Ernst & Young Hua Ming LLP for the Company, and the audit reports (De Shi Bao (Shen) Zi (18) No. P01866), (De Shi Bao (Shen) Zi (19) No. P01768) issued by Deloitte Touche Tohmatsu CPA LLP (the "Deloitte") for the Company, the net profit (net profit shall be calculated at the lower value before and after deducting the non-recurring profit and loss) attributable to shareholders of the listed company as realized by the Company for 2016, 2017 and 2018 amounted to approximately RMB12.929 billion, RMB14.771 billion and RMB16.695 billion, respectively, which complies with the provision of "profitable in the latest three fiscal years consecutively".
   The net profit attributable to the shareholders of the listed company was not less than RMB600 million (net profit shall be calculated at the lower value before and after deducting the non-recurring profit and loss) after deducting the net profit of CRCHI according to its equity within the latest three fiscal years.
2. The net profit of the spin-off subsidiary that the listed company is entitled to according to the owner's equity in the consolidated statements for the latest fiscal year shall not exceed 50% of the net profit in the consolidated statements of the listed company. The net profit of the spin-off subsidiary that the listed company is entitled to according to the owner's equity in the consolidated statements for the latest fiscal year shall not exceed 30% of the net asset in the consolidated statements of the listed company.
   The net profit of CRCHI that the Company is entitled to according to the owner's equity in the consolidated statements for the latest fiscal year did not exceed 50% of the net profit attributable to the shareholders of the Company in the consolidated statements.
   The net asset of CRCHI that the Company is entitled to according to the owner's equity in the consolidated statements for the latest fiscal year did not exceed 30% of the net asset attributable to the shareholders of the Company in the consolidated statements.

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1. The funds or assets of the listed company are not in the possession of the controlling shareholders, actual controllers and their related parties over the listed company, and there are no major related party transactions that would prejudice the interests of the listed company. The listed company and its controlling shareholders, actual controllers have not received any administrative penalty from the CSRC in the past 36 months, The listed company and its controlling shareholders and actual controllers have not been publicly reprimanded by the Stock Exchange in the last 12 months. The latest financial and accounting reports of the listed company for the past one year and one period were issued by certified public accountants without reservation.
   The funds or assets of the Company are not in the possession of the controlling shareholders, actual controllers and their related parties over the Company, and there are no major related party transactions that would prejudice the interests of the Company.
   The Company and its controlling shareholders, actual controllers have not received any administrative penalty from the CSRC in the past 36 months, The Company and its controlling shareholders, actual controllers have not been publicly reprimanded by the Stock Exchange in the last 12 months.
   The audit reports (De Shi Bao (Shen) Zi (19) No. P01768) issued by Deloitte for the Company are standard unqualified audit reports.
2. The businesses and assets in which the listed company has invested with the proceeds from its share issues and fund raisings within the latest three accounting years shall not be used as principal business and assets of the proposed spin-off subsidiaries, excluding where the total amount of the fund raisings of the proposed spin-off subsidiaries does not exceed 10% of its net assets within the latest three accounting years. The businesses and assets which were purchased through material asset re-organization within the latest three accounting years shall not be used as principal business and assets of the proposed spin-off subsidiaries. Subsidiaries which are primarily engaged in financial business shall not be span off by the listed company.
   The Company did not use businesses and assets which were invested with the proceeds from share issues and fund raisings within the latest three accounting years and businesses and assets which were purchased through material asset re-organization within the latest three accounting years as principal business and assets of CRCHI.

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CRCHI is primarily engaged in design, research and development, manufacture and sale of tunneling machine equipment, rail transit equipment and special professional equipment and is not a company which primarily engaged in financial business.

1. The shares of the proposed spin-off subsidiary held by directors, senior management personnel and related parties of the listed company shall not exceed 10% of the total share capital of the subsidiary before listing; The shares of the proposed spin-off subsidiary held by directors, senior management personnel and related parties of the proposed spin- off subsidiary shall not exceed 30% of the total share capital of the subsidiary before listing.
   The shareholders of CRCHI are CRCC and China Civil Engineering Construction Corporation, and there are no instances where the directors, senior management personnel and their related parties of the Company or CRCHI held shares in CRCHI.
2. Listed company shall fully disclose and explain: The spin-off will help the listed company to highlight its principal businesses and enhance its independence. After the spin-off, both the listed company and the proposed spin-off subsidiary are in compliance with the regulatory requirements for horizontal competition and related party transactions of the CSRC and the stock exchange, and are independent from each other in terms of assets, financial affairs and institutions. There is no cross appointment among senior management and financial personnel. There are no other serious deficiencies in independence.
3. 1. The spin-off will help the listed company to highlight its principal businesses and enhance its independence.
      The principal businesses of the Company are engineering contracting, survey, design and consultancy, industrial manufacturing, logistics and material trade. The principal businesses of CRCHI are the design, research and development, manufacturing and sales of tunneling machine equipment, rail transit equipment and special professional equipment. After the spin-off, the Company and its other subsidiaries (except CRCHI) will continue to focus on the development of businesses other than the design, research and development, manufacturing and sales of tunneling machine equipment, rail transit equipment and special professional equipment, highlighting the principal business advantages of the Company in engineering contracting, survey, design and consultancy and other aspect, and further enhance independence of the Company.

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1. After the spin-off, both the listed company and the proposed spin- off subsidiary are in compliance with the regulatory requirements for horizontal competition and related-party transactions of the CSRC and the stock exchange.
2. 1. Horizontal competition
      The principal businesses of CRCHI are the design, research and development, manufacturing and sales of tunneling machine equipment, rail transit equipment and special professional equipment. The principal businesses of the Company are engineering contracting, survey, design and consultancy, industrial manufacturing, logistics and material trading, among which, the main entities engaged in industrial manufacturing are CRCHI and CRCC High-Tech Equipment Corporation Limited (hereinafter referred to as "CRCCE")), CRCCE is principally engaged in the business of large track maintenance machinery. Therefore, the principal businesses of the Company (except CRCHI) is different from that of
      CRCHI.
      Currently, Zhuzhou China Railway Electric Materials Co., Ltd.* ( 株洲中鐵電氣物資有限公司) (hereinafter referred to as "Electric Materials Company"), a wholly-owned subsidiary of CRCHI, produces a small number of catenary wire posts, which accounted for a relatively low proportion of the revenue of CRCHI from 2016 to 2018 at less than 2%, and showing a decreasing trend year by year. CRCC Electrification Bureau Group Rail Transit Equipment Co., Ltd. (a subsidiary within the consolidated scope of the Company) also produces catenary wire posts. Relevant business contracts that the Electric Materials Company is still performing are signed through the bidding process. If Electric Materials Company immediately ceases to manufacture the contact net props, it will cause default and bear the liability for breach of contract, resulting in the losses suffered by Electric Materials Company, which is not conducive to the maintenance of the market reputation of the Company and the interests of minority shareholders of the Company.

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In view of the above-mentioned, CRCHI has given its written undertaking as follows: "the Company will exercise from the date of this undertaking, the relevant rights as the shareholder of Zhuzhou China Railway Electric Materials Co., Ltd.* ( 株 洲 中 鐵 電 氣 物 資 有 限 公 司) ("Electric Materials Company"), to procure and ensure that Electric Materials Company performs its obligations as follows: 1) Electric Materials Company will not enter into any new sales contract and will not open up new business opportunities with regard to catenary wire posts; 2) Electric Materials Company will only engage in businesses in relation to catenary wire posts for the purposes of fulfilling relevant existing valid contracts, and will not engage in any manufacturing activities in that regard; 3) Electric Materials Company will cease all manufacturing projects of catenary wire posts and will no longer engage in businesses in competition with China Railway Construction Corporation Limited and its controlled enterprises (save for China Railway Construction Heavy Industry Corporation Limited and its subsidiaries) such as catenary wire posts, upon the completion of all existing valid contracts in relation to catenary wire posts."

In respect of the Issuance by CRCHI, the Company has given its written undertaking as follows: "1) the Company undertakes to deploy China Railway Construction Heavy Industry Corporation Limited. (hereinafter referred to as

• CRCHI", including its sub-branches and controlling subsidiaries) as the sole platform of the Company and within the scope of enterprises controlled by the Company, which engages in the design, research and development, manufacturing, sales as well as maintenance and repair of tunneling machine equipment, rail transit equipment and special professional equipment . 2) Both China Railway Construction Electrification Bureau Group Rail Transportation Equipment Co., Ltd. (the Company and the subsidiaries included in its consolidated financial statements)
  and Zhuzhou China Railway Electric Materials Co., Ltd.* ( 株 洲 中 鐵 電 氣 物 資 有 限 公 司) ("Electric Materials Company"), a wholly-ownedsubsidiaries of CRCHI engage in the manufacturing of catenary wire posts. CRCHI has undertaken to exercise the relevant rights as a shareholder of Electric Materials Company, which include procuring and ensuring that Electric Materials Company will not enter into any new sales contracts and will not open up new business opportunities both with regard to catenary wire

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posts. Save as the above-mentioned, as of the date of this letter of undertaking, there are no businesses of the Company and the enterprises controlled by the Company (excluding CRCHI) that competes with those of CRCHI. 3) Save for the above-mentioned, the Company undertakes to make every reasonable effort to ensure the enterprises controlled by the Company (excluding CRCHI) are not engaged in businesses that competes with those of CRCHI. The Company will supervise and restrict the operating activities of the controlled enterprises. If, upon the listing, the businesses of the enterprises controlled by the Company (excluding CRCHI) appear to be in competition (apart from current businesses already in competition) with those of CRCHI, the Company undertakes to notify CRCHI immediately upon being informed of the relevant circumstances, and subject to the compliance with relevant laws and regulations, listing rules of the relevant stock exchange where the Company's shares are listed, other requirements of competent regulatory authorities, the non-competition undertakings and the legal interests of the interested parties that have been made by the Company to CRCC High-tech Equipment Corporation Limited, the Company also undertakes to make every reasonable effort to implement the following measures to address the competition referred to in this section: ① the Company will place down the equity interests it holds in its controlled enterprises until it ceases to control any, or the Company will transfer all of the relevant assets and businesses of its controlled enterprises when necessary; ② CRCHI may acquire the equity interests of the enterprises controlled by the Company or the relevant assets and businesses held by its controlled enterprises on such terms and conditions as are reasonable and fair when necessary; ③ the interests of CRCHI shall be given priority when there is conflict of interest arising from competition between the enterprises controlled by the Company and CRCHI; and/or ④ other measures conducive to avoiding and resolving horizontal competition amongst peers. 4) the Company undertakes not to take advantage of its position as the controlling shareholder of CRCHI and undermine the lawful interests of CRCHI and other shareholders, in particular, the minority shareholders."

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In conclusion, in view of: 1) the principal businesses of the Company (except CRCHI) differ from those of CRCHI; 2) the catenary wire posts business accounts for a relatively small and declining proportion of the operating income of CRCHI, CRCHI has undertaken to procure and ensure that Electric Materials Company will not enter into any new sales contracts of catenary wire posts and will not open up new business opportunities in the same regard; 3) the Company, with respect to the spin-off, has made the relevant pledge to avoid horizontal competition with CRCHI. There is therefore, no material horizontal competition between the Company and CRCHI after the spin-off, and both the Company and CRCHI are in compliance with the regulatory requirements of the CSRC and the stock exchange on horizontal competition.

1. 1. Related Party Transaction
      There is no obviously unfair related party transaction between the Company and CRCHI. Upon the spin-off, the Company will guarantee the compliance, reasonableness and fairness of the related party transaction taken place and will ensure the Company's independence, and also refrain from taking advantage of the related party transaction to adjust financial indicators and undermine the interests of the Company.
      Subsequent to the spin-off, CRCHI will guarantee the compliance, reasonableness and fairness of the related party transaction taken place and will ensure the independence of CRCHI, and also refrain from taking advantage of the related party transaction to adjust financial indicators and undermine the interests of CRCHI.
      Therefore, both the Company and CRCHI have complied with the regulatory requirements of the CSRC and the Stock Exchange in relation to the related party transaction after the spin-off.
2. The listed company is independent of the proposed spin-off subsidiaries with regard to the assets, financial and institutional aspects.

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The Company and CRCHI have their own independent and complete operational assets with clear ownership; an independent finance department and a system of financial management have been established and independent registration, accounts preparation, auditing and management have been conducted on all of the assets of CRCHI, while its structural organizations are independent of its controlling shareholders and other related parties; both the Company and CRCHI have their respective comprehensive utility departments and internal operation and management organizations, such organizations exercise their functions and rights independently, and there is no convolution between CRCHI and the Company or other enterprises controlled by the Company. There is neither circumstances in which the Company occupies or controls the assets of CRCHI nor the Company intervenes CRCHI's operation and management of its assets. There is also no convolution between the organizations, the Company and CRCHI will maintain asset, financial and institutional independence.

1. There is no overlapping appointment of the senior management and financial personnel.
   CRCHI employs its own independent senior management and financial personnel, they do not hold overlapping positions with the senior management and financial personnel of the Company.
2. There are no other serious shortcomings in terms of independence.
   The assets of the Company and CRCHI are mutually independent and complete and remain independent in terms of financial, institutional, personnel and business aspects. Each of them has its own comprehensive market-oriented business structure and capability to operate independently, and there are no other serious shortcomings in terms of independence.

In conclusion, the listing of CRCHI owned by Company on the Science and Technology Innovation Board complies with the relevant requirements of the Provisions, the spin-off is henceforth feasible.

The proposal shall be submitted to the 2020 first extraordinary general meeting of the Company for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

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1. Considered and Approved the Proposal in relation to the spin-off of China CRCHI Corporation Limited on the Science and Technology Innovation Board which benefits the safeguarding of legal rights and interests of shareholders and creditors

Given that the Company intended to spin off CRCHI on the Science and Technology Innovation Board, CRCHI is expected to further accelerate its development and innovation after the completion of the spin-off and, from the perspective of performance growth, its growth will be reflected in the overall performance of the Company to further improve the profitability and stability of the Company. From the perspective of value realization, the spin-off of CRCHI will make full use of its intrinsic value. The value of the equity interest in CRCHI held by the Company will be further enhanced and the liquidity will be improved significantly. From the perspective of structural optimization, the spin-off of CRCHI will result in further expansion of financing channels, improve the overall financing efficiency of the Company, lower the overall asset-liability ratio and enhance the comprehensive strength of listed companies. In view of this, the Company's proposed spin-off of CRCHI on the Science and Technology Innovation Board will have a positive impact on the interests of the Company's shareholders, in particular the minority shareholders, creditors and other stakeholders.

In conclusion, the Company spinning off CRCHI benefits the safeguarding of legal rights and interests of shareholders and creditors of the Company.

The proposal shall be submitted to the 2020 first extraordinary general meeting for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

(IV) Considered and Approved the Proposal in relation to the Ability to Maintain Independence and Sustainable Operation Ability of the Company

As the Company and CRCHI will continue to be independent of each other in the aspects of staff, asset, finance, institution, business and others. They have respective independent accounting and independently undertake liabilities and risks. The listing of CRCHI will have no adverse impact on the independent operation of other business sectors of the Company, neither will it affect the Company in maintaining its independence, which is in compliance with applicable laws, regulations, rules, regulatory documents as well as the requirements prescribed in the Provisions. The Company will, according to the requirements prescribed in the Provisions, engage independent financial advisors, law firms with sponsoring institution qualification and accountants with securities business qualification and

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other securities service institutions to provide advice in relation to this spin-off. Meanwhile, independent financial advisors will also undertake the followings, including but not limited to, conduct due diligence, prudent review, issue inspection opinions and make an announcement on matters such as the compliance of the company's spin-off with the Provisions; during the remaining time of the year in which CRCHI is listed on the Science and Technology Innovation Board and the following complete accounting year, continue to supervise the listed companies to maintain the independent listing status, continue to pay attention to the independent operation, sustainable operation ability of the core assets and business of the listed companies and so on.

As each business of the Company is keeping strong momentum at present. As CRCHI keeps high business independency from the other business sectors of the Company, the listing of CRCHI will not have any substantial impact on the sustainable operation of the other business sectors of the Company. In addition, CRCHI is expected to further accelerate its development and innovation after the completion of the spin-off and its growth will be reflected in the overall performance of the Company to further improve the profitability and stability of the Company. Meanwhile, the spin-off of CRCHI will result in further expansion of financing channels, improve the overall financing efficiency of the Company, lower the overall asset-liability ratio and enhance the comprehensive strength of listed companies.

In conclusion, after the listing of CRCHI, the Company is able to maintain its independence and sustainable operation ability.

The proposal shall be submitted to the 2020 first extraordinary general meeting of the Company for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

1. Considered and Approved the Proposal in relation to the Corresponding Standardized Operation Ability of China CRCHI Corporation Limited

Given that 1. CRCHI has established the general meeting, the Board, the Board of Supervisors, and four special committee, including the Audit Committee, Nomination Committee, Remuneration and Evaluation Committee and Strategy Committee, and engaged general manager, deputy general manager, secretary to the Board and other senior management in accordance with the Company Law and the requirement of the current Articles of Association. It shall have sound organization structure. Each department and staff have clear assignment of responsibility with standardized operation system;

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1. The Rules of Procedures for General Meetings of China Railway Construction Heavy Industry Corporation Limited, the Rules of Procedures for Meetings of the Board of Directors of China Railway Construction Heavy Industry Corporation Limited and the Rules of Procedures for Meetings of the Board of Supervisors of China Railway Construction Heavy Industry Corporation Limited have been considered and approved by CRCHI at the establishment ceremony & the first general meeting, such rules of procedure comply with the requirements of the relevant laws and regulations on standardized operation of CRCHI;
2. Pursuant to such provisions of the relevant laws, regulations and regulatory documents such as the Rules of Procedure for General Meetings of Listed Companies, the Guidelines for Corporate Governance of Listed Companies and the Listing Rules of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, CRCHI has formulated the Articles of Association of China Railway Construction Heavy Industry Corporation Limited (draft), the Rules of Procedures for General Meetings of China Railway Construction Heavy Industry Corporation Limited (draft), the Rules of Procedures for Meetings of the Board of Directors of China Railway Construction Heavy Industry Corporation Limited (draft), the Rules of Procedures for Meetings of the Board of Supervisors of China Railway Construction Heavy Industry Corporation Limited (draft) and other relevant systems to be considered and approved at the general meeting of CRCHI and to implement upon its listing;
3. The convening, voting procedures and resolutions of the general meetings, meetings of the board of directors and meetings of the board of supervisors of CRCHI since the date of conversion into a joint stock company with limited liability were in compliance with the then applicable laws, regulations and the Articles of Association of CRCHI, and were legal, compliant, true and effective.

In conclusion, CRCHI is equitably able to maintain standardized operation.

The proposal shall be submitted to the 2020 first extraordinary general meeting of the Company for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

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(VI) Considered and Approved the Proposal in Relation to the Authorisation to the Board and its Authorised Persons to Deal with Matters Relating to the Listing of CRCHI on the Science and Technology Innovation Board at Their Full Discretion

1. The Board and its authorised persons are authorised to exercise, at their full discretion, shareholders' rights in CRCHI on behalf of the Company to make the proposals in relation to the matters concerning the listing of CRCHI (including matters in relation to possible divestitures of controlled enterprises for the purpose of listing), which shall be resolved at the general meeting of the Company (other than those for which proposals must be resolved at a general meeting as required by the laws and regulations).
2. The Board and its authorised persons are authorised to make adjustments and modifications to the matters and plans relating to the listing based on the specific conditions.
3. The Board and its authorised persons are authorised to deal with, at their full discretion, relevant matters in respect of the listing and submission of relevant applications to relevant authorities including The Stock Exchange of Hong Kong Limited, the State-owned Assets Supervision and Administration Commission of the State Council, the CSRC and the SSE for the purpose of the listing, including but not limited to the submission of spin-off and listing application to The Stock Exchange of Hong Kong Limited, communication with domestic and overseas securities regulatory authorities in respect of the matters relating to the spin-off and listing application, as well as adjustments and modifications to the matters relating to the listing in accordance with the requirements of domestic and overseas securities regulatory authorities, etc.
4. The Board and its authorised persons are authorised to decide on other specific matters in connection with the listing, including but not limited to the engagement of relevant intermediaries, execution, delivery and receipt of necessary agreements and legal documents and relevant information disclosure in accordance with applicable regulatory rules.

The abovementioned authorisation is valid for 24 months from the date of this proposal being considered and approved at the general meeting of the Company.

The proposal shall be submitted to the 2020 first extraordinary general meeting of the Company for consideration and approval.

Voting results: For: 9, against: 0, and abstaining: 0.

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(VII) Considered and Approved the Proposal in Relation to Convening 2020 First Extraordinary General Meeting

Approved to convene the 2020 first extraordinary general meeting to review relevant proposals. The authorisation to the Chairman of the board of the Company to determine the specific time and venue for convening the 2020 first extraordinary general meeting was approved.

Voting results: For: 9, against: 0, and abstaining: 0.

GENERAL MATTERS

The Company will make further announcement(s) in respect of the matters of spin-off and listing of CRCHI in due course or in accordance with the applicable requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Shareholders of the Company and potential investors should note that, the spinoff and listing of CRCHI is subject to, among other things, the review and/or approval of the CSRC, the Stock Exchange of Hong Kong Limited and the SSE. Accordingly, shareholders of the Company and potential investors should be aware that, there is no assurance that the spin-off and listing of CRCHI will take place or as to when it may take place. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

By order of the Board

China Railway Construction Corporation Limited

CHEN Fenjian

Chairman

Beijing, the PRC

18 December 2019

As at the date of this announcement, the board of directors comprises Mr. CHEN Fenjian (Chairman and Executive Director), Mr. ZHUANG Shangbiao (President and Executive Director), Mr. CHEN Dayang (Executive Director), Mr. LIU Ruchen (Executive Director), Mr. GE Fuxing (Non-executive Director), Mr. WANG Huacheng (Independent Non-executive Director), Mr. Patrick SUN (Independent Non-executive Director), Mr. CHENG Wen (Independent Non-executive Director) and Ms. Amanda Xiao Qiang LU (Independent Non-executive Director).

• For identification purpose only

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