OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTIONS IN RELATION TO THE FIRST MEETING OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. OVERSEAS REGULATORY ANNOUNCEMENT ANNOUNCEMENT ON RESOLUTIONS IN RELATION TO THE FIRST MEETING OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. I. CONVENING OF THE BOARD MEETING The first meeting of the fourth session of the board of directors (the Board ) of China Railway Construction Corporation Limited (the Company ) was held at the CRCC Bureau Building on 22 December The notice and materials of the Board meeting were dispatched directly in writing, via or by other means on 12 December Seven out of nine eligible directors attended the meeting while Mr. ZHUANG Shangbiao, an executive director, was absent from the meeting due to other business engagements and appointed Mr. MENG Fengchao, the Chairman, to vote on behalf of him and Mr. Patrick SUN, an independent director, was absent from the meeting due to other business engagements and appointed Mr. WANG Huacheng, an independent 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. MENG Fengchao, 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. 1

2 II. CONSIDERATIONS AT THE BOARD MEETING The proposals were considered and approved by open ballot at the on-site meeting as the following resolutions: (I) Considered and Approved the Proposal in relation to the Election of the Chairman of the Fourth Session of the Board of the Company Mr. MENG Fengchao was elected as the Chairman of the Company, with the same term as that of the fourth session of the Board. Please refer to the Announcement on Resolutions in relation to the Fifty-first Meeting of the Third Session of the Board of Directors of CRCC disclosed by the Company on 25 November 2017 for the biographical details of Mr. MENG Fengchao. (II) Considered and Approved the Proposal in relation to the Composition of Each Special Committee of the Fourth Session of the Board The composition and chairman of each special committee of the fourth session of the Board are as follows: The Nomination Committee consists of five directors: MENG Fengchao, XIA Guobin, WANG Huacheng, Patrick SUN and CHENG Wen, of which MENG Fengchao acts as the chairman; The Strategy and Investment Committee consists of five directors: ZHUANG Shangbiao, LIU Ruchen, GE Fuxing, WANG Huacheng and Patrick SUN, of which ZHUANG Shangbiao acts as the chairman; The Remuneration and Evaluation Committee consists of three directors: CHENG Wen, GE Fuxing and Amanda Xiao Qiang LU, of which CHENG Wen acts as the chairman; The Audit and Risk Management Committee consists of five directors: WANG Huacheng, GE Fuxing, Patrick SUN, CHENG Wen and Amanda Xiao Qiang LU, of which WANG Huacheng acts as the chairman. Please refer to the Announcement on Resolutions in relation to the Fifty-first Meeting of the Third Session of the Board of Directors of CRCC disclosed by the Company on 25 November 2017 for the biographical details of the above directors. 2

3 (III) Considered and Approved the Proposal in relation to the Appointment of the President of the Company Mr. ZHUANG Shangbiao was appointed as the president of the Company, with a term of three years, commencing from the date on which the appointment was approved by the Board. Please refer to the Announcement on Resolutions in relation to the Fifty-first Meeting of the Third Session of the Board of Directors of CRCC disclosed by the Company on 25 November 2017 for the biographical details of Mr. ZHUANG Shangbiao. (IV) Considered and Approved the Proposal in relation to the Appointment of the Senior Management of the Company Including Vice Presidents Mr. LU Bin, Mr. LI Ning and Mr. WANG Wenzhong were appointed as the vice presidents of the Company and Mr. WANG Xiuming was appointed as the chief accountant of the Company, with terms of three years, commencing from the date on which the appointments were approved by the Board. Please refer to the attachment for the biographical details of the senior management of the Company including the vice presidents. (V) Considered and Approved the Proposal in relation to the Appointment of the Secretary to the Board of the Company Mr. YU Xingxi was appointed as the secretary to the Board of the Company, with a term of three years, commencing from the date on which the appointment was approved by the Board. Please refer to the attachment for the biographical details of Mr. YU Xingxi. (VI) Considered and Approved the Proposal in relation to the Establishment of Legal Entity Companies by the Company in Nanjing and Xi an The establishment of CRCC Urban Investment Construction Co., Ltd. (tentatively named, subject to the registration with industry and commerce authority, hereinafter referred to as Urban Investment Company ) by the Company, a legal entity company in Nanjing was approved. Urban Investment Company will be registered in Nanjing, with a registered capital of RMB3 billion, of which RMB1 billion was paid-up and RMB2 billion was subscribed for, and the paid-up capital shall be paid by the Company in instalments based on the needs of the project. 3

4 The establishment of CRCC Northwest Investment Construction Co., Ltd. (tentatively named, subject to the registration with industry and commerce authority, hereinafter referred to as Northwest Company ) by the Company, a legal entity company in Xi an was approved. Northwest Company will be registered in Xi an, with a registered capital of RMB3 billion, of which RMB1 billion was paid-up and RMB2 billion was subscribed for, and the paid-up capital shall be paid by the Company in instalments based on the needs of the project. (VII) Considered and Approved the Proposal in relation to the Integration of the Commanding Unit of Beijing-Tianjin-Hebei Area and the Working Group of Xiong an New Area and the Establishment of a Legal Entity Company in Xiong an New Area by the Company 1. The integration of the commanding unit of Beijing-Tianjin-Hebei Area and the working group of Xiong an New Area and the establishment of CRCC Xiong an Investment Development Co., Ltd. (tentatively named, subject to the registration with industry and commerce authority, hereinafter referred to as the Xiong an Company ) by the Company, a legal entity company in Xiong an New Area were approved. Xiong an Company will be registered in Xiong an New Area, with a registered capital of RMB3 billion, of which RMB1 billion was paid-up and RMB2 billion was subscribed for, and the paid-up capital shall be paid by the Company in instalments based on the needs of the project. Xiong an Company is positioned as a headquarter management service company established in Xiong an by the Company. 2. Scope of business: investment in and management and operation of BT, BOT and PPP construction projects, including railways, highways, municipal utilities, urban rail transits, airports, wharfs, environment protection, water environment treatment, water conservation and hydropower and energy; the primary land development; investment in industries such as renewable energy projects, Internet+, property development and construction, equity investment, etc. (subject to the approved scope by industry and commerce and administrative management department). 4

5 (VIII) Considered and Approved the Proposal in relation to the Utilization of Surplus Proceeds Raised from the Non-Public Issuance of Shares in 2015 to Permanently Replenish the Working Capital by the Company The utilization of surplus proceeds raised from the non-public issuance of shares in 2015 to permanently replenish the working capital by the Company, which mainly includes the utilization of RMB683 million of the surplus proceeds raised from Xiaohuilou to Shijiazhuang Section of Phase I BT Project of the Rail Transit Line 3 in Shijiazhuang ( 3 BT ), and the proceeds of not more than RMB800 million for temporarily replenishing the working capital of the Company that was considered and approved at the forty-fourth meeting of the third session of the Board of the Company shall not be transferred to the special account for proceeds of the Company were approved. For details, please refer to the Announcement in relation to the Utilization of Surplus Proceeds Raised from the Non-public Issuance of Shares in 2015 for Permanent Replenishment of Working Capital by CRCC disclosed by the Company on the same day. (IX) Considered and Approved the Proposal in relation to the Commencement of Monetary Fund Investment Business by CRCC Finance Company Limited The commencement of monetary fund investment business by CRCC Finance Company Limited, a controlled subsidiary of the Company, with an investment quota (balance) of not more than RMB2 billion (inclusive), was approved. (X) Considered and Approved the Proposal in relation to the Structural Financing to be Conducted by the Company and the Agricultural Bank The structural financing business of not more than RMB3 billion to be conducted by the Company and the Agricultural Bank was approved. 5

6 (XI) Considered and Approved the Proposal in relation to the Investment in Perpetual Debentures of Certain Subsidiaries by China Railway Construction Asset Management Co., Ltd. The investment in perpetual debentures of subsidiaries under the Company, with a business quota of not more than RMB10 billion (inclusive), by China Railway Construction Asset Management Co., Ltd., a whollyowned subsidiary of the Company, was approved, and the Chairman of the Company was authorized to consider and approve the specific whollyowned subsidiaries in which the perpetual debentures to be invested by China Railway Construction Asset Management Co., Ltd. and the investment amount subject to the investment quota. (XII) Considered and Approved the Proposal in relation to the Participation in the Bidding for the PPP Project for Six Highway Projects (Project B Package) Including Xinjiang Bayingol Mongolian Autonomous Prefecture Tashidian to Shangku Industrial Park by a Consortium Comprising China Railway 14th Bureau Group Co., Ltd. and China Railway 21th Bureau Group Co., Ltd. The participation in the bidding for the PPP project for six highway projects (Project B Package) including Xinjiang Bayingol Mongolian Autonomous Prefecture Tashidian to Shangku Industrial Park by a consortium comprising China Railway 14th Bureau Group Co., Ltd., China Railway 21th Bureau Group Co., Ltd. and China Railway Fifth Survey and Design Institute Group Co., Ltd., being wholly-owned subsidiaries of the Company, was approved. (XIII) Considered and Approved the Proposal in relation to the Participation in the Bidding for the PPP Project for National and Provincial Trunk Highways and Rural Highway Package Including S343 Line in Tacheng District, Xinjiang by a Consortium Comprising China Railway 18th Bureau Group Co., Ltd. The participation in the bidding for the PPP project for national and provincial trunk highways and rural highway package including S343 Line in Tacheng District, Xinjiang by a Consortium Comprising China Railway 18th Bureau Group Co., Ltd., a wholly-owned subsidiary of the Company, was approved. 6

7 (XIV) Considered and Approved the Proposal in relation to the Participation by the Company in the Bidding for the PPP Project for the Shangcai, Henan to Luoshan Expressway (within Zhumadian urban area and Xinyang urban area) The participation in the bidding for the PPP project for the Shangcai, Henan to Luoshan Expressway (within Zhumadian urban area and Xinyang urban area) by the Company was approved. (XV) Considered and Approved the Proposal in relation to the Participation by the Company in the Bidding for the PPP Project for Fengqiu- Yuanyang Section of the Lankao to Yuanyang Expressway in Henan The participation in the bidding for the PPP Project for Fengqiu-Yuanyang Section of the Lankao to Yuanyang Expressway in Henan by the Company was approved. (XVI) Considered and Approved the Proposal in relation to the Participation in the Bidding for the PPP Project for Ningling-Shenqiu Section of the Expressway from Puyang, Henan to Yangxin, Hubei by a Consortium Comprising China Railway Construction Investment Group Corporation Limited and China Railway 15th Bureau Group Co., Ltd. The participation in the bidding for the PPP Project for Ningling-Shenqiu Section of the Expressway from Puyang, Henan to Yangxin, Hubei by a consortium comprising China Railway Construction Investment Group Corporation Limited and China Railway 15th Bureau Group Co., Ltd., both being wholly-owned subsidiaries of the Company, was approved. (XVII) Considered and Approved the Proposal in relation to the Participation by China Railway 25th Bureau Group Co., Ltd. in the Bidding for the Transformation Project for Maturing in Motan Area, Liuzhou, Guangxi (Primary Development) The participation in the bidding for the Transformation Project for Maturing in Motan Area, Liuzhou, Guangxi (Primary Development) by China Railway 25th Bureau Group Co., Ltd., a wholly-owned subsidiary of the Company, was approved. 7

8 (XVIII) Considered and Approved the Proposal in relation to the Participation by CRCC Chongqing Investment Co., Ltd in the Bidding for the PPP Project for Expressway from Wuxi, Chongqing to Zhenping, Shanxi (Chongqing Section) The participation in the bidding for the PPP Project for Expressway from Wuxi, Chongqing to Zhenping, Shanxi (Chongqing Section) by CRCC Chongqing Investment Co., Ltd, a wholly-owned subsidiary of the Company, was approved. (XVIX) Considered and Approved the Proposal in relation to the Participation in the Bidding for the PPP Project for Expansion of Expressway from Kunming (Min Mountain) to Chuxiong (Guangtong) by the Company Beijing, the PRC 23 December 2017 The participation in the bidding for the PPP Project for Expansion of Expressway from Kunming (Min Mountain) to Chuxiong (Guangtong) by the Company was approved. By order of the Board of Directors China Railway Construction Corporation Limited MENG Fengchao Chairman As at the date of this announcement, the board of directors comprises Mr. MENG Fengchao (Chairman and Executive Director), Mr. ZHUANG Shangbiao (President and Executive Director), Mr. XIA Guobin (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). 8

9 ATTACHMENT: Mr. LU Bin, aged 54, a Chinese with no right of abode overseas, is currently the Vice President of the Company. He concurrently serves as a member of the standing committee of the communist party committee of China Railway Construction Co., Ltd.. Mr. LU is familiar with theories and practice of corporate management, and he is equipped with profound knowledge and extensive experience in cadre management and corporate human resources management. From July 1984 to February 1991, Mr. LU served in Chinese People s Liberation Army and from February 1991 to June 2003, he successively held positions in Bureau of Personnel Chinese Academy of Science ( ), the former Ministry of Personnel of the People s Republic of China ( ) and Central Enterprise Work Commission ( ). From June 2003 to August 2011, Mr. LU successively served as a researcher, a deputy director (department level) and a director of Second Bureau for the Administration of Corporate Executive of SASAC ( ), a director and a member of the Preparatory Committee of China Reform Holdings Corporation Ltd. ( ). From August 2011 to June 2017, he successively served as the head of human resources department of the Company (cadre department of the communist party committee), the assistant to the president and the head of human resources department of the Company (cadre department of the communist party committee) and has served as the vice president of our Company since June Mr. LU graduated from Electronic Engineering Institute of the PLA ( ) with a bachelor s degree of engineering, majoring in radar engineering. Mr. LU is a senior administrative officer. Mr. LI Ning, aged 54, a Chinese with no right of abode overseas, is currently the Vice President of the Company. He concurrently serves as a member of the standing committee of the communist party committee of China Railway Construction Co., Ltd.. Mr. LI has in-depth knowledge and understanding of the PRC construction industry, and has profound expertise in survey and design, investment and financing and extensive operation and management experience. From July 1982 to May 2007, he successively served as the deputy head of institute, assistant to the director, deputy director, director, the deputy chief economist and the head of the construction operation department and the deputy dean of Server & Design Institute of the MOR ( ) and China Railway First Survey & Design Institute Group Co., Ltd. (FSDI) ( ). From May 2007 to March 2011, he successively served as a director, the general manager, the deputy secretary to the communist party committee, the chairman, the general manager and the deputy secretary to the communist party committee of China Railway 21th Bureau Group Co., Ltd.. From March 2011 to June 2017, he successively served as a director, the secretary to the communist party committee, the general manager, the chairman and secretary to the communist party committee of China Railway Construction Investment Group Co., Ltd., and since June 2017, Mr. LI has served as the vice president of the Company. Mr. LI graduated from Beijing Jiaotong University with a doctoral degree in engineering, majoring in highway and railway engineering. Mr. LI is a professor-level senior engineer. 9

10 Mr. WANG Wenzhong, aged 53, a Chinese with no right of abode overseas, is currently the Vice President of the Company. He concurrently serves as a member of the standing committee of the communist party committee of China Railway Construction Co., Ltd.. Mr. WANG has in-depth knowledge and understanding of the PRC construction industry, and is equipped with profound knowledge and extensive experience in operation and management. From July 1985 to April 1999, he successively held positions in Signal & Communication Engineering Company established by the MOR ( ), Construction Engineering Section of the Project Directing Department of the MOR ( ) and Beijing China Railway Construction Engineering Corporation ( ). He served as the deputy secretary to the communist party committee and manager of Beijing Tiecheng Engineering Co., Ltd. ( ) and the deputy manager of Beijing China Railway Construction Engineering Corporation ( ) from April 1999 to August From August 2001 to December 2003, he successively served as the vice chairman, the general manager, and deputy secretary to the communist party committee, the vice chairman and the general manager of Beijing China Railway Construction Ltd. ( ). From December 2003 to June 2017, he successively served as the deputy secretary to the communist party committee, the vice chairman, the general manager, the chairman and secretary to the communist party committee of China Railway Construction Group Ltd. ( ). He has served as the vice president of our Company since June Mr. WANG graduated from North Jiaotong University with a doctoral degree in engineering, majoring in management science and engineering. Mr. WANG is a professor-level senior engineer. Mr. WANG Xiuming, aged 54, a Chinese with no right of abode overseas, is currently the Chief Accountant of the Company. He concurrently serves as a member of the standing committee of the Communist party committee of China Railway Construction Co., Ltd.. From July 1986 to July 2000, Mr. WANG held various positions in the National Audit Office. From July 2000 to April 2002, Mr. WANG successively served as the deputy director of the Auditing Bureau of Tianjin City, a member of the Communist party committee and the deputy commissioner of the Special Commissioner s Office for Beijing, Tianjin and Hebei of the National Audit Office. From April 2002 to March 2014, Mr. WANG successively served as the deputy director of the General Office of the National Audit Office, the director of the Policy Study Office, deputy head and head of the Legal Department (now renamed as Department of Policies, Laws and Regulations ), the director of Audit Scientific and Research Institute, the curator of Audit Museum, as well as the commissioner and secretary to the Communist party committee of Shenzhen Special Commissioner s Office of the National Audit Office. He has served as the Chief Accountant of the Company since April Mr. WANG graduated from the Finance Department of Anhui University of Finance & Economics with a bachelor s degree in economics. Mr. WANG is a senior auditor. 10

11 Mr. YU Xingxi, aged 59, a Chinese with no right of adobe overseas, is currently the secretary to the Board of the Company. Mr. YU has in-depth knowledge and understanding of the construction industry and abundant knowledge and experience in financial affairs, accounting, finance and corporate management. Mr. YU joined CRCC Group in Mr. YU served as chief accountant of the construction division of the 20th Bureau of the Ministry of Railways (the predecessor of China Railway 20th Bureau Group Co., Ltd.) from July 1991 to February 1995, chief accountant of the finance division of China Railway Construction Corporation from February 1995 to November 1998, deputy head of the finance division and head of the capital settlement center of China Railway Construction Corporation from November 1998 to November 2001, manager of the investment division of China Railway Construction Corporation from November 2001 to December 2005 and head of the finance division of China Railway Construction Corporation from December 2005 to November He was head of the finance division of the Company from November 2007 to October 2010 and has been the secretary to the Board of the Company since October From February 2002 to May 2006, Mr. YU acted as the director and general manager of Xianyang Zhongtieluqiao Co., Ltd. (a controlled subsidiary of the Company). Mr. YU was the chairman of Chenghe Insurance Brokers Co., Ltd. (a wholly-owned subsidiary of the Company) from April 2009 to August 2010, a director of CRCC-Tongguan Investment Co., Ltd. (a joint venture of the Company) from December 2009 to April 2012, and a director of CRCC-Tongguan Investment (Canada) Co., Ltd. (a whollyowned subsidiary of CRCC Tongguan Co., Ltd. in Canada) and Corriente Resources Inc. (a wholly-owned subsidiary of CRCC Tongguan Investment (Canada) Co., Ltd. in Canada) from May 2010 to April Mr. YU successively graduated from Shaanxi College of Finance and Economics and from Beijing Jiaotong University and obtained a bachelor s degree in economics and a master s degree in management. Mr. YU is a senior accountant and is qualified as a PRC certified public accountant, a Chinese Certified Tax Agent and a corporate legal advisor, and obtains the performance certificate of all three subjects in fund practitioner s qualification examination. 11