This Circular Is Important and Requires Your Immediate Attention

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Railway Construction Corporation Limited (the “Company”), you should at once hand this circular together with the enclosed revised form of proxy to the purchaser or transferee or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this circular, 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 circular.

PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS; CONNECTED TRANSACTION: POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS BY CRCCG; PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS; PROPOSED APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS; AND SUPPLEMENTAL NOTICE OF EGM Sponsor (Joint Lead Underwriter)

Joint Lead Underwriters

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the possible subscription for A share convertible bonds by CRCCG

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 1 to 18 of this circular. A letter from the Independent Board Committee is set out on page 19 of this circular. A letter from Somerley, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its advice and recommendations is set out on pages 20 to 47 of this circular. The 2017 second extraordinary general meeting of the Company will be convened as originally scheduled at CRCC Building, No. 40 Fuxing Road, Haidian District, Beijing, the People’s Republic of China at 9:00 a.m. on Friday, 22 December 2017. The supplemental notice of EGM is set out on pages 198 to 200 of this circular. A revised form of proxy to be used at the EGM is enclosed and is also published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk). Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed revised form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the revised form of proxy will not preclude you from attending the EGM or any adjournment thereof and voting in person if you so wish. 25 November 2017 CONTENTS

Page

Definitions ...... ii

Letter from the Board...... 1

Letter from the Independent Board Committee ...... 19

Letter from Somerley ...... 20

Appendix I Proposed Issuance of A Share Convertible Bonds ...... 48

Appendix II Preliminary Plan of the Proposed Issuance of A Share Convertible Bonds ...... 66

Appendix III The Dilution of Immediate Returns by the Proposed Issuance of A Share Convertible Bonds and the Remedial Measures ...... 110

Appendix IV Feasibility Report on the Use of Proceeds Raised from the Proposed Issuance of A Share Convertible Bonds...... 130

Appendix V Report on the Use of Previously Raised Proceeds...... 138

Appendix VI Rules for A Share Convertible Bond Holders’ Meeting ...... 149

Appendix VII Shareholders’ Return Plan for the Next Three Years of 2018–2020 ...... 164

Appendix VIII Special Self-inspection Report on the Real Estate Development Business...... 168

Appendix IX Biographical Details of Candidates for Directors of the Fourth Session of the Board...... 189

Appendix X Biographical Details of Candidates for Shareholder Representative Supervisors of the Fourth Session of the Supervisory Committee ...... 194

Appendix XI General Information ...... 195

Supplemental Notice of EGM ...... 198

– i – DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“A Share(s)” the domestically-listed share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange

“A Share Convertible Bond holder(s) of the A Share Convertible Bonds Holder(s)”

“A Share Convertible Bond the A Share Convertible Bond issuance plan of the Company to be Issuance Plan” considered and, if thought fit, approved at the EGM, details of which are set out in this circular

“A Share Convertible Bonds” the convertible corporate bonds in the total amount of not more than RMB10 billion which are convertible into new A Shares and proposed to be issued by the Company in the PRC

“Annual Interest” the interest accrued to the A Share Convertible Bond Holders in each year on each anniversary of the date of issuance of the A Share Convertible Bonds, calculated based on the aggregate nominal value of the A Share Convertible Bonds

“Articles of Association” Articles of Association of China Railway Construction Corporation Limited

“Board” the board of directors of the Company

“Company” China Railway Construction Corporation Limited, a joint stock company incorporated in the PRC with limited liability, whose H Shares and the A Shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

“Company Law” the Company Law of the People’s Republic of China, as amended from time to time

“connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“CRCCG” or “Controlling China Railway Construction Corporation, the controlling Shareholder of Shareholder” the Company

– ii – DEFINITIONS

“CSRC” China Securities Regulatory Commission

“Director(s)” the director(s) of the Company

“EGM” the 2017 second extraordinary general meeting of the Company to be convened at CRCC Building, No. 40 Fuxing Road, Haidian District, Beijing, the PRC at 9:00 a.m. on Friday, 22 December 2017

“General Mandate” the general mandate granted by the Shareholders to the Board at the annual general meeting of the Company convened on 15 June 2017 to solely or simultaneously allot, issue and/or deal with A Shares and/ or H Shares and/or preference shares (the corresponding number of A Shares and/or H Shares upon the restoration of the voting rights calculated based on an initial simulated conversion price) within 12 months after the annual general meeting or at the conclusion of the next annual general meeting of the Company or before the mandate is revoked or varied by way of a special resolution of Shareholders (whichever earlier), the number of which shall not exceed 20% of the number of each of the issued A Shares and/or H Shares of the Company as at the date which the relevant resolutions were approved

“H Share(s)” the overseas-listed foreign invested share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended from time to time

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Independent Board Committee” the committee of Directors consisting of independent non-executive Directors, being Mr. WANG Huacheng, Mr. Patrick SUN, Mr. CHENG Wen and Ms. Amanda Xiao Qiang LU, to provide recommendations to the Independent Shareholders in relation to the Possible Subscription for A Share Convertible Bonds by CRCCG

– iii – DEFINITIONS

“Independent Shareholder(s)” the Shareholder(s) except for CRCCG and its associates who shall abstain from voting on the resolution in relation to the Possible Subscription for A Share Convertible Bonds by CRCCG at the EGM

“Latest Practicable Date” 21 November 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Possible Subscription for A Share CRCCG may exercise the pre-emptive rights to subscribe for A Share Convertible Bonds” Convertible Bonds under the A Share Convertible Bond Issuance Plan, the specific subscription amount and conversion price of the exercise of the pre-emptive rights shall be subject to the determination made by the Board and its authorized persons as authorized by the EGM, based on the market conditions before the issuance

“PRC” the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan Region

“Proposed Issuance of the issuance of A Share Convertible Bonds proposed by the Company A Share Convertible Bonds” according to the A Share Convertible Bond Issuance Plan

“Revised Form of Proxy” the revised form of proxy as enclosed in the circular of the Company dated 25 November 2017

“RMB” Renminbi, the lawful currency of the PRC

“SASAC” the State-owned Assets Supervision and Administration Commission of the State Council

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Share(s)” the share(s) of the Company with a nominal value of RMB1.00 each, including A Share(s) and H Share(s)

– iv – DEFINITIONS

“Shareholder(s)” the shareholder(s) of the Company, including A Shareholder(s) and H Shareholder(s)

“Somerley” Somerley Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders in relation to the Possible Subscription for A Share Convertible Bonds

“Supervisor(s)” supervisor(s) of the Company

“Supervisory Committee” the supervisory committee of the Company

– v – LETTER FROM THE BOARD

Directors: Registered office: Mr. MENG Fengchao (Chairman and Executive Director) East, No. 40 Fuxing Road Mr. ZHUANG Shangbiao (President and Executive Director) Haidian District, Beijing, PRC Mr. GE Fuxing (Non-executive Director) Mr. WANG Huacheng (Independent Non-executive Director) Principal place of business Mr. Patrick SUN (Independent Non-executive Director) in Hong Kong: Mr. CHENG Wen (Independent Non-executive Director) 23/F, Railway Plaza Ms. Amanda Xiao Qiang LU (Independent Non-executive Director) 39 Chatham Road South Tsim Sha Tsui, Kowloon Hong Kong

25 November 2017

To the H Shareholders

Dear Sir or Madam,

I. INTRODUCTION

Reference is made to the announcement of the Company dated 6 November 2017 in relation to the Proposed Issuance of A Share Convertible Bonds and Possible Subscription for A Share Convertible Bonds by CRCCG. Reference is also made to the Notice of the 2017 Second Extraordinary General Meeting of the Company dated 7 November 2017.

– 1 – LETTER FROM THE BOARD

The purpose of this circular is to provide you with the information in relation to the following resolutions to be proposed at the EGM: (i) satisfaction to the conditions of the public issuance of A Share Convertible Bonds; (ii) Proposed Issuance of A Share Convertible Bonds; (iii) preliminary plan of the Proposed Issuance of A Share Convertible Bonds; (iv) the dilution of immediate returns by the Proposed Issuance of A Share Convertible Bonds and the remedial measures; (v) feasibility report on the use of proceeds raised from the Proposed Issuance of A Share Convertible Bonds; (vi) the report on the use of previously raised proceeds; (vii) rules for A Share Convertible Bond Holders’ meeting; (viii) Shareholders’ return plan for the next three years of 2018–2020; (ix) the connected transaction in relation to the Possible Subscription for A Share Convertible Bonds by CRCCG; (x) special self-inspection report on the real estate development business; (xi) undertakings by the Controlling Shareholder, Directors, supervisors and senior management of the Company in relation to the compliance of relevant real estate enterprises; (xii) proposed election of Directors of the fourth session of the Board; and (xiii) proposed election of shareholder representative Supervisors of the fourth session of the Supervisory Committee to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM.

II. INFORMATION IN RELATION TO THE RESOLUTIONS

1. Satisfaction to the Conditions of the Public Issuance of A Share Convertible Bonds

Pursuant to the Company Law, the Securities Law of the People’s Republic of China 《中華( 人民共和國證券法》 ), the Administrative Measures for the Issuance of Securities by Listed Companies 《上市公司證券發行管理辦法》( ) and other laws, regulations and normative documents, and with reference to the requirements for the qualifications and conditions of the public issuance of A share convertible bonds by listed companies, the Company has satisfied the relevant requirements for the public issuance of A share convertible bonds under the existing laws, regulations and normative documents, and possessed the qualifications and conditions for the public issuance of A share convertible bonds.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

2. Proposed Issuance of A Share Convertible Bonds

Pursuant to the Resolution on the Grant of General Mandate to the Board of Directors to Issue Shares proposed at the annual general meeting of the Company held on 15 June 2017, the total amount of A Share Convertible Bonds proposed to be issued by the Board in accordance with the aforesaid General Mandate will not exceed RMB10 billion, details of which are set out in Appendix I of this circular.

– 2 – LETTER FROM THE BOARD

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

3. Preliminary Plan of the Proposed Issuance of A Share Convertible Bonds

The Company has prepared the preliminary plan of the Proposed Issuance of A Share Convertible Bonds in accordance with the Company Law, the Administrative Measures for the Issuance of Securities by Listed Companies, and other laws, regulations and normative documents, details of which are set out in Appendix II of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

4. Dilution of Immediate Returns by the Proposed Issuance of A Share Convertible Bonds and the Remedial Measures

Pursuant to the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market 《國務院關於進一步促進資本市場健康發展的若干( 意見》) (Guo Fa [2014] No. 17), the Opinions of the General Office of the State Council on Further Strengthening the Protection of Small and Medium Investors’ Legitimate Interests in the Capital Market 《國務院辦公廳關於進一步加強資本市場中小投資者合法權益保護( 工作的意見》) (Guo Ban Fa [2013] No. 110) and the Guiding Opinions on Matters Relating to the Dilution of Immediate Returns as a Result of Initial Public Offering, Refinancing and Major Asset Restructuring 《關於首發及再融資、重大資產重組攤薄即期回報有關( 事項的指導意見》) (CSRC Announcement [2015] No. 31), the Company has analyzed the public issuance of A Share Convertible Bonds for refinancing and formulated the dilution of immediate returns on the Proposed Issuance of A Share Convertible Bonds and the remedial measures, details of which are set out in Appendix III of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

– 3 – LETTER FROM THE BOARD

5. Feasibility Report on the Use of Proceeds Raised from the Proposed Issuance of A Share Convertible Bonds

The total amount of proceeds to be raised from the Proposed Issuance of A Share Convertible Bonds will not exceed RMB10 billion (inclusive), which will be used for the following projects after deducting the issuance expenses:

Unit: RMB0’000

Amount of Contract proceeds No. Item amount invested

1 Construction Project of Phase I and II of Metro Line 6 of Chengdu 1,763,031 500,000 2 Deyang–Dujiangyan Section of G0511 Expressway Project 1,595,400 360,000 3 Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project 1,362,000 140,000

Total 4,720,431 1,000,000

If the actual net proceeds from the issuance are less than the amount of the proceeds proposed to be invested in the above projects, the Company will adjust and determine the final specific investment projects to be financed by the proceeds, order of priority and the specific investment amounts of each project based on the actual net proceeds and the priority of each project, and will make up the shortfall by utilizing the own funds of the Company or through other financing methods.

Before the receipt of the proceeds from the issuance of the convertible bonds, the Company will implement the projects using its own funds depending on the actual progress of the projects. Such capital will be replaced according to the relevant regulations upon the receipt of the proceeds. The Company has prepared the feasibility report on the use of proceeds raised from the Proposed Issuance of A Share Convertible Bonds, details of which are set out in Appendix IV of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

– 4 – LETTER FROM THE BOARD

6. Report on the Use of Previously Raised Proceeds

Pursuant to the Rules Concerning the Report on Use of Previously Raised Proceeds issued by the CSRC (Zheng Jian Fa Xing Zi [2007] No. 500), the Company has prepared the report on the use of previously raised proceeds, details of which are set out in Appendix V of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

7. Rules for A Share Convertible Bond Holders’ Meeting

Pursuant to the Company Law, the Securities Law of the People’s Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies, the Rules Governing the Listing of Shares on the Shanghai Stock Exchange 《上海證券交易所股票上( 市規則》) and other regulatory requirements in the PRC, the Company has prepared the Rules for A Share Convertible Bond Holders’ Meeting, details of which are set out in Appendix VI of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

8. Shareholders’ Return Plan for the Next Three Years of 2018–2020

For the purpose of further improving the scientific, ongoing and stable decision-making and supervision mechanisms of the Company on dividend distribution to create positive return to the investors, safeguard the legitimate rights of all Shareholders and instill the investors with the concepts of long-term and rational investment, the Board has formulated the Shareholders’ return plan for the next three years of 2018–2020 in accordance with the Notice Regarding Further Implementation of Cash Dividend Distribution by Listed Companies 《關於進一步落實上市公司現金分紅有關事項的通知》( ) (Zheng Jian Fa [2012] No. 37), the Guidance No. 3 on the Supervision and Administration of Listed Companies – Cash Dividend Distribution of Listed Companies 《上市公司監管指引第( 3號－上市公司現金分紅》) (CSRC Announcement [2013] No.43) issued by the CSRC and the Articles of Association. The Shareholders’ return plan for the next three years of 2018–2020 has been considered and approved at the 49th meeting of the third session of the Board, details of which are set out in Appendix VII of this circular.

It will be proposed at the EGM as a special resolution for Shareholders’ consideration and approval.

– 5 – LETTER FROM THE BOARD

9. Possible Subscription for A Share Convertible Bonds by CRCCG

Pursuant to the A Share Convertible Bond Issuance Plan, the existing A Shareholders are entitled to pre-emptive rights to subscribe for A Share Convertible Bonds to be issued on a pro rata basis. The actual amount under the preferential allotment shall be determined by the Board and its authorized persons with reference to the market conditions before the issuance, subject to the authorization at the EGM, and shall be disclosed in the offering document in relation to the Proposed Issuance of A Share Convertible Bonds.

CRCCG, being the Controlling Shareholder, is entitled to the pre-emptive rights to subscribe for A Share Convertible Bonds in proportion to its shareholding percentage of A Shares under the A Share Convertible Bond Issuance Plan.

The terms of the Possible Subscription for A Share Convertible Bonds by CRCCG (other than the subscription amount) are the same as the terms and conditions which are set out in Appendix I. Based on the maximum issuance size of the Proposed Issuance of A Share Convertible Bonds (i.e. RMB10 billion) and the shareholding percentage of CRCCG in the issued A Shares of the Company (i.e. 65.78%), the maximum subscription amount under the Possible Subscription for A Share Convertible Bonds by CRCCG is RMB6.578 billion.

Other than CRCCG, to the best knowledge of Directors, none of the Company’s connected persons is entitled to pre-emptively subscribe for the A Share Convertible Bonds under the A Share Convertible Bond Issuance Plan.

It will be proposed at the EGM as an ordinary resolution for Independent Shareholders’ consideration and approval.

10. Special Self-inspection Report on the Real Estate Development Business

Under the requirements of the relevant laws and regulations in the PRC including the Adjustment to the Regulatory Policy on Re-financing, Merger and Acquisition and Reorganization Involving Real Estate Business of Listed Companies 《證監會調整上市公司( 再融資、併購重組涉及房地產業務監管政策》) issued by CSRC and the Notice on Further Improving the Regulation of the Real Estate Market (關於繼續做好房地產市場調控工作的通知》(Guo Ban Fa [2013] No. 17)), the Company has conducted a special self-inspection against itself and its subsidiaries on the real estate development projects during the period from 1 January 2014 to 30 September 2017 and prepared a special self-inspection report on the real estate development business. According to the self-inspection result, the Company considers that the Company and its subsidiaries engaged in real estate business have not engaged in any illegal acts, including land idleness, land speculation, deliberate withholding of properties from sales and raising housing prices which are subject to administrative penalty or filing for investigation during the period. Details of which are set out in Appendix VIII of this circular.

– 6 – LETTER FROM THE BOARD

It will be proposed at the EGM as an ordinary resolution for Shareholders’ consideration and approval.

11. Undertakings by the Controlling Shareholder, Directors, Supervisors and Senior Management of the Company in relation to the Compliance of Relevant Real Estate Enterprises

Under the requirements of the relevant laws and regulations in the PRC including the Adjustment to the Regulatory Policy on Re-financing, Merger and Acquisition and Reorganization Involving Real Estate Business of Listed Companies 《證監會調整上市( 公司再融資、併購重組涉及房地產業務監管政策》) issued by CSRC and the Notice on Further Improving the Regulation of the Real Estate Market (關於繼續做好房地產市場調控工作的通知》(Guo Ban Fa [2013] No. 17), and to further safeguard the legal interests of the Company and medium and minority investors and to actively promote the public issuance of A Share Convertible Bonds of the Company in a stable manner, CRCCG, the Controlling Shareholder, and the Directors, supervisors and the senior management of the Company have issued their respective undertaking letters in relation to the compliance of relevant real estate enterprises, which stated that the above persons will bear any compensation liability accordingly where the Company and investors incur any losses arising from any undisclosed idle lands and other illegal acts of the Company and its subsidiaries during the period from 1 January 2014 to 30 September 2017.

It will be proposed at the EGM as an ordinary resolution for Shareholders’ consideration and approval.

12. Proposed Election of Directors of the Fourth Session of the Board

As the term of the third session of the Board of the Company has expired, according to the Articles of Association and the nomination by CRCCG, the Controlling Shareholder, the Board resolved to elect Directors of the fourth session of the Board of the Company and submitted the resolutions to the EGM for consideration at the meeting held on 24 November 2017.

The Board proposed to re-elect Mr. MENG Fengchao, Mr. ZHUANG Shangbiao, Mr. GE Fuxing, Mr. WANG Huacheng, Mr. Patrick SUN, Mr. CHENG Wen and Ms. Amanda Xiao Qiang LU as Directors of the fourth session of the Board and proposed to appoint Mr. XIA Guobin and Mr. LIU Ruchen as Directors of the fourth session of the Board, of which, Mr. MENG Fengchao, Mr. ZHUANG Shangbiao, Mr. XIA Guobin and Mr. LIU Ruchen will be nominated as executive Directors, Mr. GE Fuxing will be nominated as a non-executive Director, and Mr. WANG Huacheng, Mr. Patrick SUN, Mr. CHENG Wen and Ms. Amanda Xiao Qiang LU will be nominated as independent non-executive Directors.

– 7 – LETTER FROM THE BOARD

Biographical details of candidates for Directors of the fourth session of the Board are set out in Appendix IX to this circular.

The term of office of all Directors of the fourth session of the Board shall be three years commencing from the date of election at the EGM. Since the elected fourth session of the Board will take effect after the conclusion of the EGM, prior to that, all Directors of the third session of the Board will continue to perform their duties as Directors according to relevant requirements as stipulated in the Articles of Association. Upon the proposed re-election and appointment of the Directors being effective and approved by the Shareholders, the Company will enter into service contracts with the Directors. The remuneration as Directors will be determined based on relevant remuneration policies of the Company and subject to approval at the general meeting.

Mr. WANG Huacheng, Mr. Patrick SUN, Mr. CHENG Wen and Ms. Amanda Xiao Qiang LU confirmed that they are qualified for all independence requirements as set out in Rule 3.13 of the Hong Kong Listing Rules. The Company is of the view that Mr. WANG Huacheng, Mr. Patrick SUN, Mr. CHENG Wen and Ms. Amanda Xiao Qiang LU are independent persons in accordance with all of the guidelines of independence set out in the Hong Kong Listing Rules.

None of the candidates for Directors of the fourth session of the Board has or is deemed to have any interest or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO.

Saved as disclosed in this circular, none of the candidates for Directors of the fourth session of the Board held any other positions in the Company or any of its subsidiaries, or held any directorships in other listed companies in the last three years; none of them has any relationship with any Directors, senior management of the Company, substantial Shareholders or the Controlling Shareholder. There is no information relating to them that needs to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules. Saved as disclosed in this circular, there are no other matters relating to the above candidates for Directors of the fourth session of the Board that need to be brought to the attention of the Shareholders.

Ordinary resolutions in relation to the re-election and appointment of Directors will be proposed at the EGM for Shareholders’ consideration and approval.

– 8 – LETTER FROM THE BOARD

13. Proposed Election of Shareholder Representative Supervisors of the Fourth Session of the Supervisory Committee

The term of the third session of the Supervisory Committee of the Company has expired. According to the Articles of Association, CRCCG proposed to newly appoint Mr. CAO Xirui and Mr. LIU Zhengchang as the shareholder representative Supervisors of the fourth session of the Supervisory Committee.

Mr. HUANG Shaojun, the Chairman and the shareholder representative Supervisor of the third session of the Supervisory Committee, will no longer serve as a shareholder representative Supervisor and the Chairman of the Supervisory Committee upon shareholder representative Supervisors of the fourth session of the Supervisory Committee being elected at the EGM. Mr. LI Xuefu, the shareholder representative Supervisor of the third session of the Supervisory Committee, will no longer serve as a shareholder representative Supervisor upon shareholder representative Supervisors of the fourth session of the Supervisory Committee being elected at the EGM.

Biographical details of candidates for shareholder representative Supervisors of the fourth session of the Supervisory Committee are set out in Appendix X to this circular.

The term of office of shareholder representative Supervisors of the fourth session of the Supervisory Committee shall be three years commencing from the date of election at the EGM. Upon the proposed appointment of the shareholder representative Supervisors being effective and approved by the Shareholders, the Company will enter into service contracts with the shareholder representative Supervisors. The remuneration as shareholder representative Supervisors will be determined based on relevant remuneration policies of the Company and subject to approval at the general meeting.

According to the Articles of Association, employee representative Supervisors are democratically elected by employees of the Company, which are not subject to approvals from the Shareholders.

None of the candidates for shareholder representative Supervisors of the fourth session of the Supervisory Committee has or is deemed to have any interest or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporation within the meaning of Part XV of the SFO.

– 9 – LETTER FROM THE BOARD

Saved as disclosed in this circular, none of the candidates for shareholder representative Supervisors of the fourth session of the Supervisory Committee held any other positions in the Company or any of its subsidiaries, or held any directorships in other listed companies in the last three years; none of them has any relationship with any Directors, senior management of the Company, substantial Shareholders or the Controlling Shareholder. There is no information relating to them that needs to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules. Saved as disclosed in this circular, there are no other matters relating to the above candidates for shareholder representative Supervisors of the fourth session of the Supervisory Committee that need to be brought to the attention of the Shareholders.

Ordinary resolutions in relation to the appointment of shareholder representative Supervisors will be proposed at the EGM for Shareholders’ consideration and approval.

III. OTHER INFORMATION REGARDING THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS

1. Implications on the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds under the PRC Regulatory Requirements

The A Share Convertible Bonds to be issued by the Company may lead to the issuance of new A Shares upon the exercise of the conversion rights of the A Share Convertible Bonds, the actual number of which depends on a number of factors, including the conversion price of the A Share Convertible Bonds. The Board considers that the conversion of A Share Convertible Bonds into new A Shares will increase the total amount of the Company’s share capital and have a dilutive impact on the capital return and earnings per Share of the Company to a certain extent.

– 10 – LETTER FROM THE BOARD

According to the Articles of Association and the relevant laws and regulations in the PRC, the Proposed Issuance of A Share Convertible Bonds shall be subject to, among others, the Shareholders’ approval at the EGM and the approvals from relevant PRC regulatory authorities.

2. Implications on the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds under Hong Kong Regulatory Requirements

It is proposed that the new A Shares to be issued upon the conversion of the Proposed Issuance of A Share Convertible Bonds will be issued under the General Mandate.

CRCCG, which holds approximately 55.73% of the issued Shares of the Company, is a connected person of the Company under the Hong Kong Listing Rules. Accordingly, the Possible Subscription for A Share Convertible Bonds will constitute a connected transaction under Chapter 14A of the Hong Kong Listing Rules and be subject to the requirements of reporting, announcement and the Independent Shareholders’ approval. All existing A Shareholders are entitled to pre-emptive rights to subscribe for A Share Convertible Bonds on a pro rata basis. No Shareholders can enjoy any privilege in the capacity of connected persons of the Company.

Since Mr. MENG Fengchao and Mr. ZHUANG Shangbiao, the Directors, take office in CRCCG at the same time, they have abstained from voting on the approval of the above Board resolution. Save for the above, no Directors is interested or deemed to have material interests in the above transaction. In addition, no other Directors has abstained from voting on the Board resolution.

The Board expects that the Company will maintain sufficient public float to meet the applicable minimum requirement under the Hong Kong Listing Rules. Please refer to the table set out in paragraph 4 below for details.

3. Equity Fund-raising Activities in the Past Twelve Months

On 21 December 2016, the Company issued the RMB3.450 billion US$ settled 1.5% convertible bonds due in 2021 convertible into H Shares. The proceeds were intended to be used for, among others, domestic and overseas projects investment, merger and acquisition, capital increase and replenishment of working capital for domestic and overseas construction projects, replenishment of working capital of the Company and repayment of bank loans. Please see the announcement of the Company dated 8 December 2016 for details of the issuance of above-mentioned convertible bonds. Details of the use of proceeds are set out in Appendix V of this circular.

– 11 – LETTER FROM THE BOARD

Save for the above mentioned, the Company has not conducted any equity fund-raising activities in the 12 months immediately prior to the Latest Practicable Date.

4. Effects on the Shareholding Structure of the Company

Under the A Share Convertible Bond Issuance Plan, the minimum initial conversion price of A Share Convertible Bonds shall not be lower than (i) the average trading price of A Shares for the 20 trading days preceding the date of publication of the offering announcement (in the event that during such 20 trading days, the share price has been adjusted due to ex-rights or ex-dividend, the transaction price of such trading days before adjustment shall be adjusted with reference to the adjusted share price following the ex-rights or ex-dividend events); (ii) the average trading price of A Shares on the trading day preceding the date of the offering announcement; and (iii) the latest audited net asset value per Share and the nominal value per Share. The actual initial conversion price shall be determined by the Board and its authorized persons upon negotiation with the sponsor (lead underwriter) in accordance with the market conditions, which is subject to the authorization by the Shareholders at the EGM. The above has compiled with the principle of determining initial conversion price required by the relevant laws and regulations in the PRC.

For reference only and to illustrate the pricing mechanism, assuming the initial conversion price is being determined on the Latest Practicable Date, according to the pricing mechanism described above, the average trading price of A Shares for 20 trading days preceding the Latest Practicable Date is RMB12.03, the average trading price of A Shares for the trading day preceding the Latest Practicable Date is RMB11.75, and the latest audited net asset value per Share (i.e. the audited net asset value per Share as of 31 December 2016) is RMB9.05. Accordingly, the minimum initial conversion price as at the Latest Practicable Date is RMB12.03 per Share, of which it is the highest of RMB12.03 per Share, RMB11.75 per Share and RMB9.05 per Share. For the avoidance of doubt, the actual initial conversion price will be determined by the Board and its authorized persons before the issuance, and the minimum initial conversion price as at the Latest Practicable Date is the theoretical price determined on the basis of pricing mechanism, for illustrative purpose only. Using the minimum initial conversion price of RMB12.03, and considering that the total issuance size of A Share Convertible Bonds will not be more than RMB10 billion, the maximum amount of A Shares to be converted is 0.831 billion A Shares.

– 12 – LETTER FROM THE BOARD

The shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the Proposed Issuance of A Share Convertible Bonds (assuming (i) an issuance of A Share Convertible Bonds of RMB10 billion; (ii) at the minimum initial conversion price of RMB12.03 per Share; with (iii) the full exercise of pre-emptive rights by CRCCG (i.e. subscription for 65.78% of the total issuance size under the then shareholding percentage in the A Shares); and (iv) that the A Share Convertible Bonds have been fully converted into A Shares) is as follows:

Immediately after the completion of the Proposed Issuance of A Share Convertible Bonds (assuming that the A Share Convertible Bonds are fully converted into As at the A Shares at the minimum Name of Shareholder Class Latest Practicable Date initial conversion price) Percentage of Percentage of Number of the entire Number of the entire Shares issued Shares Shares issued Shares (Shares) (%) (Shares) (%)

CRCCG A Share 7,567,395,500 55.73 8,114,235,678 56.30 Public A Shareholders A Share 3,935,850,000 28.98 4,220,265,017 29.29 Public H Shareholders H Share 2,076,296,000 15.29 2,076,296,000 14.41

Total 13,579,541,500 100.00 14,410,796,695 100.00

The conversion price is subject to adjustment upon the occurrence of events such as distribution of share dividend, capitalization, issuance of new shares or allotment of shares (excluding any increase in the share capital as a result of conversion of the A Share Convertible Bonds) or the occurrence of distribution of cash dividend or where the creditors’ interests and benefits or interests from the A Share Convertible Bonds are affected. Upon occurrence of any of the above-mentioned changes in the Shares and/or Shareholder’s interests, the conversion price will be adjusted in the manner finally determined by the Company, and publish an announcement on the change of conversion price on the media designated by the CSRC for information disclosure of listed companies. Please refer to the sections headed “8. Determination and Adjustment of the Conversion Price” and “9. Terms of Downward Adjustment to Conversion Price” on pages 50 to 53 of Appendix I to this circular for details on the calculation of interests.

– 13 – LETTER FROM THE BOARD

5. Reasons for and Benefits of the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds

The Directors consider that the Company will be able to further expand the net asset value, strengthen its risk resilience and consolidate its capital capacity for sustainable development of various business segments after the completion of the Proposed Issuance of A Share Convertible Bonds (including the Possible Subscription for A Share Convertible Bonds by CRCCG), which is beneficial to the Company for building its core competitiveness and achieving strategic objectives.

In recent years, the development of the Company’s businesses has maintained rapid growth with sufficient business reserves and increasing number of transactions. Further development of the Company’s businesses and the increase in financial demand and gearing ratio have resulted in the increase in the debt financing costs, which is not conducive to the future development of the Company. Therefore, the Company shall improve its capital structure by way of equity financing such as issuance of A Share Convertible Bonds.

As a financing instrument combining characteristics of both shares and bonds, convertible bonds have longer conversion period and are more acceptable to investors and better meet market demands, hence a realistic choice for the Company to replenish its capital. In addition, investors are better able to benefit from their investments in convertible bonds than other equity financing instruments because the investors have higher flexibility to control the timing of conversion and profit from the investment when share prices rise above the conversion price, increasing the marketability of the convertible bonds to investors than other equity financing instruments.

After the conversion of convertible bonds, the Company will further decrease its gearing ratio, improve capital structure, strengthen the operational efficiency of capital, efficiently mitigate the burden of financial cost and further maximize its growth potential. At the same time, the Proposed Issuance of A Share Convertible Bonds will also help the Company raise funds to support its principal business (primarily infrastructure investment projects), so as to strengthen the Company’s overall efficiency and profitability.

In addition, the Possible Subscription for A Share Convertible Bonds by CRCCG has also demonstrated CRCCG’s confidence towards the Company and the support for the Company’s business development, which is beneficial to the Company in enhancing its market image and maintain the share price of the Company at a stable level.

– 14 – LETTER FROM THE BOARD

6. Internal Control Measures

To ensure all members of the Board, including the non-executive Director and independent non-executive Directors who do not have any connected relationship with CRCCG, to promptly know the specific terms of the Proposed Issuance of A Share Convertible Bonds, the Board and its authorized persons will report to them upon negotiation with the sponsor and the lead underwriter in relation to the terms of the Proposed Issuance of A Share Convertible Bonds, including but not limited to the conversion price, interest rate, terms of redemption upon maturity and maturity date. The Company will implement the A Share Convertible Bond Issuance Plan upon the approval of other members of the Board.

7. Regulatory Procedures Regarding the Proposed Issuance of A Share Convertible Bonds

CRCCG shall obtain the approval of SASAC before the EGM. At the same time, the A Share Convertible Bond Issuance Plan and its supporting documents will be submitted to CSRC for review and approval after the approval on the Proposed Issuance of A Share Convertible Bonds at the EGM.

After obtaining all approvals from relevant regulatory authorities in the PRC, the Company will issue A Share Convertible Bonds subject to the market window.

Within the 6 months effective period approved by CSRC, the Board will discuss and determine the detailed terms of the Proposed Issuance of A Share Convertible Bonds with the sponsor and lead underwriters, including conversion price and the number of bonds to be subscribed by the existing A Shareholders. The Company will publish an announcement immediately following the issuance. If CRCCG exercises its pre-emptive rights to subscribe for any A Share Convertible Bonds described under section headed “9. Possible Subscription for A Share Convertible Bonds by CRCCG” of section 2 of this letter in its capacity as the existing A Shareholders of the Company, the Company will fully comply with the applicable disclosure requirements for the announcement on connected transactions under Chapter 14A of the Hong Kong Listing Rules.

The A Share Convertible Bond Issuance Plan shall be valid for 12 months from the date on which the resolutions are approved at the EGM. In the event that the Proposed Issuance of A Share Convertible Bonds has not been completed within 12 months after such date, the Company will resubmit the resolutions to the general meeting for consideration and approval in respect of the new validity term of the A Share Convertible Bond Issuance Plan and authorization period, which shall be a 12 months period after the approval at such general meeting.

– 15 – LETTER FROM THE BOARD

8. General Information

(1) The Company

As one of the largest integrated construction groups in the world, the Company is principally engaged in construction contracting, survey, design and consultancy, industrial manufacturing, real estate development, logistics and materials trade and other businesses.

(2) CRCCG

CRCCG is the Controlling Shareholder of the Company, holding approximately 55.73% of equity interests of the Company as at the Latest Practicable Date. As a state-owned enterprise, CRCCG is wholly-owned by SASAC and mainly engaged in supervision and administration of state-owned assets, management, operation and disposal of unlisted assets, construction, operation and management of concession investment projects and publication and issuance of China Railway Construction News.

IV. RECOMMENDATIONS

The Board has passed the relevant resolutions of the proposals to be submitted to the Shareholders for consideration and approval. At such Board meeting, since Mr. MENG Fengchao and Mr. ZHUANG Shangbiao, the Directors, take office in CRCCG at the same time, they are deemed to have material interests in the Possible Subscription for A Share Convertible Bonds and have abstained from voting on the relevant resolution. Save for the above mentioned, no Directors have or are deemed to have material interests in the above transactions, and no other Directors have abstained from voting on the Board resolution. In addition, no Directors have abstained from voting on other Board resolutions as set out in this circular.

The Directors believe that the resolutions mentioned above are in the interests of the Company and Shareholders as a whole and, therefore, recommend you to vote in favour of all the resolutions to be proposed at the EGM.

– 16 – LETTER FROM THE BOARD

V. EGM

The EGM will be held by the Company for the purpose of considering and, if thought fit, seeking approvals by the Shareholders on (i) satisfaction of the conditions to the public issuance of A Share Convertible Bonds; (ii) Proposed Issuance of A Share Convertible Bonds; (iii) the preliminary plan of the Proposed Issuance of A Share Convertible Bonds; (iv) the dilution of immediate returns by the Proposed Issuance of A Share Convertible Bonds and remedial measures; (v) feasibility report on the use of proceeds raised from the Proposed Issuance of A Share Convertible Bonds; (vi) report on the use of previously raised proceeds; (vii) rules for A Share Convertible Bond Holders’ meeting; (viii) Shareholders’ return plan for the next three years of 2018 to 2020; (ix) the connected transaction in relation to the Possible Subscription for A Share Convertible Bonds by CRCCG; (x) special self-inspection report on the real estate development business; (xi) undertakings by the Controlling Shareholder, Directors, supervisors and senior management of the Company in relation to the compliance of relevant real estate enterprises; (xii) proposed election of Directors of the fourth session of the Board; and (xiii) proposed election of shareholder representative Supervisors of the fourth session of the Supervisory Committee.

As at the Latest Practicable Date, CRCCG, holding as to approximately 55.73% issued Shares of the Company, shall abstain from voting on the resolution approving the Possible Subscription for A Share Convertible Bonds. Save as disclosed above, to the best of the Directors’ knowledge, information and belief, no other Shareholders hold any material interest in the Possible Subscription for A Share Convertible Bonds and thus, shall abstain from voting on such resolution at the EGM. In addition, to the best of the Directors’ knowledge, information and belief, no Shareholders hold any material interest in other resolutions as set out in this circular and shall abstain from voting thereon at the EGM.

The 2017 Second Extraordinary General Meeting of the Company will be convened at CRCC Building, No. 40 Fuxing Road, Haidian District, Beijing, the PRC at 9:00 a.m. on Friday, 22 December 2017. The supplemental notice of EGM is set out on pages 198 to 200 of this circular, which should be read together with the notice of EGM dated 7 November 2017.

Revised Form of Proxy for use at the EGM is enclosed and is published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk).

Shareholders who intend to appoint a proxy to attend the EGM and vote on the resolutions set out in the notice of EGM and the supplemental notice of EGM are requested to complete and return the revised form of proxy in accordance with the instructions printed thereon no less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

– 17 – LETTER FROM THE BOARD

Shareholders who intend to appoint a proxy to attend the EGM without completion and return of the form of proxy enclosed in the notice of 2017 Second EGM of the Company dated 7 November 2017 (the “Old Form of Proxy”) are requested to complete and return the Revised Form of Proxy. In such case, there is no need to return the Old Form of Proxy.

Shareholders who have completed and returned the Old Form of Proxy please note that:

(a) If the Old Form of Proxy is duly completed and returned without completion and return of the Revised Form of Proxy or return of the revised form of proxy is later than 24 hours before the designated time for the holding of the EGM, the Old Form of Proxy will be deemed as a valid form of proxy returned by you. The proxy appointed by you through the Old Form of Proxy will be entitled to vote as he/she thinks fit or abstain from voting on the supplemental resolutions duly submitted to the EGM as set out in this circular; and

(b) If the Revised Form of Proxy is completed and returned 24 hours before the designated time for the holding of the EGM, the Revised Form of Proxy will revoke and replace the Old Form of Proxy previously returned by you. If the Revised Form of Proxy is duly completed, then it will be deemed as a valid form of proxy returned by you.

Please refer to the notice of EGM of the Company dated 7 November 2017 for details of the closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM and other relevant matters.

VI. OTHER INFORMATION

The Company has established the Independent Board Committee comprised of independent non- executive Directors to advise the Independent Shareholders as to the Possible Subscription for A Share Convertible Bonds. Pursuant to the Hong Kong Listing Rules, Somerley, the Independent Financial Adviser, has been appointed to advise the Independent Board Committee and Independent Shareholders as to the Possible Subscription for A Share Convertible Bonds. You are advised to pay attention to the Letter from the Independent Board Committee as set out in page 19, the Letter from Somerley as set out in pages 20 to 47 and other information as set out in the appendices to this circular.

Yours faithfully, By order of the Board China Railway Construction Corporation Limited MENG Fengchao Chairman

– 18 – LETTER FROM THE INDEPENDENT BOARD COMMITTEE

25 November 2017

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION: POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS BY CRCCG

We hereby refer to the circular of the Company dated 25 November 2017 (the “Circular”). Unless otherwise indicated, terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed by the Board as Independent Board Committee to advise you as to whether the Possible Subscription for A Share Convertible Bonds by CRCCG is fair and reasonable for Independent Shareholders and whether it is in the interests of the Company and the Shareholders as a whole.

Somerley has been appointed by the Company as the Independent Financial Adviser to advise us and you as to such matters. Details of the advice, together with the principal factors and reasons taken into consideration in arriving at such advice are set out in the letter from Somerley from pages 20 to 47 of the Circular.

Your attention is also drawn to the letter from the Board as set out in pages 1 to 18 of the Circular. Having considered the information as set out in the letter from the Board, the interests of Independent Shareholders and the advice and recommendations from Somerley, we believe that the connected transaction in respect of the Possible Subscription for A Share Convertible Bonds by CRCCG is conducted on normal commercial terms and fair and reasonable. Although the transaction is not conducted in the ordinary and usual course of business of the Company due to its nature, it is in the interests of the Company and the Shareholders as a whole.

Therefore, we advise the Independent Shareholders to vote in favor of the resolution on the Possible Subscription for A Share Convertible Bonds by CRCCG at the EGM.

Yours faithfully, Independent Board Committee China Railway Construction Corporation Limited Independent Non-executive Directors WANG Huacheng, Patrick SUN, CHENG Wen and Amanda Xiao Qiang LU

– 19 – LETTER FROM SOMERLEY

Set out below is the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders in respect of the Possible Subscription for A Share Convertible Bonds by CRCCG, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY CAPITAL LIMITED SOMERLEY CAPITAL20th LIMITEDFloor China Building 29 Queen’s Road Central Hong Kong

25 November 2017

To: The Independent Board Committee and the Independent Shareholders of China Railway Construction Corporation Limited

Dear Sirs,

CONNECTED TRANSACTION: POSSIBLE SUBSCRIPTION FOR A SHARE CONVERTIBLE BONDS BY CRCCG

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Possible Subscription for A Share Convertible Bonds by CRCCG. Details of the A Share Convertible Bond Issuance Plan are set out in the circular issued by the Company to the Shareholders dated 25 November 2017 (the “Circular”), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

Pursuant to the General Mandate granted to the Board to issue new Shares at the annual general meeting of the Company held on 15 June 2017, the issuance of each of the A Shares and/or H Shares of the Company shall not exceed 20% of the number of the respective A Shares and/or H Shares as at the date on which the relevant resolutions were approved. The Board proposes to issue A Share Convertible Bonds under the aforesaid General Mandate with a total amount not exceeding RMB10 billion.

– 20 – LETTER FROM SOMERLEY

All existing A Share Shareholders are entitled to pre-emptive rights to subscribe for the A Share Convertible Bonds to be issued on a pro rata basis. It will be proposed at the EGM to authorise the Board and its authorised persons to determine the actual amount to be preferentially allocated in accordance with the market conditions before the issuance, and shall be disclosed in the offering document of the A Share Convertible Bonds. CRCCG, as an A Share Shareholder, is accordingly entitled to the pre-emptive rights to subscribe for A Share Convertible Bonds under the A Share Convertible Bond Issuance Plan in proportion to its shareholding percentage of A Shares. Based on the maximum issuance size of the Proposed Issuance of A Share Convertible Bonds (i.e. RMB10 billion) and the shareholding percentage of CRCCG in the A Shares of the Company as at the Latest Practicable Date (i.e. approximately 65.78%), the maximum subscription amount under the Possible Subscription for A Share Convertible Bonds by CRCCG shall be approximately RMB6.578 billion.

CRCCG is the controlling shareholder of the Company holding approximately 55.73% equity interest of the Company as at the Latest Practicable Date. It is therefore a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules. As such, the Possible Subscription for A Share Convertible Bonds by CRCCG constitutes a connected transaction for the Company and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under the Hong Kong Listing Rules.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Wang Huacheng, Mr. Patrick Sun, Mr. Cheng Wen and Ms. Amanda Xiao Qiang Lu, has been established to advise the Independent Shareholders on the terms of the Possible Subscription for A Share Convertible Bonds by CRCCG and to make a recommendation as to voting. We, Somerley Capital Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

We are not associated with the Company, CRCCG or their respective core connected persons, close associates or associates and accordingly are considered eligible to give independent advice on the above matters. Apart from normal professional fees payable to us in connection with this or similar appointments, no arrangement exists whereby we will receive any fees or benefits from the Company, CRCCG or their respective core connected persons, close associates or associates.

In formulating our opinion, we have reviewed, among other things, the proposal in relation to the Proposed Issuance of A Share Convertible Bonds, the interim report of the Company for the six months ended 30 June 2017 (the “2017 Interim Report”), the annual report of the Company for the year ended 31 December 2016 (the “2016 Annual Report”), the announcement of the Company in relation to the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription for A Share Convertible Bonds by CRCCG dated 6 November 2017 (the “Announcement”) and the information as set out in the Circular. We have discussed with the management of the Group regarding the use of proceeds raised from the Proposed Issuance of A Share Convertible Bonds.

– 21 – LETTER FROM SOMERLEY

We have relied on the information and facts supplied, and the opinions expressed, by the Directors and management of the Group and have assumed that they are true, accurate and complete. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We have no reason to believe that any material information has been withheld from us, or to doubt the truth or accuracy of the information provided. We have relied on such information and consider that the information we have received is sufficient for us to reach an informed view. We have not, however, conducted any independent investigation into the business and affairs of the Group, nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation, we have considered the principal factors and reasons set out below:

1. Information of the Group

(a) Business

The Company was established by CRCCG. The Company’s A Shares (stock code: 601186) and H Shares (stock code: 1186) were listed on the Shanghai Stock Exchange and the Main Board of the Hong Kong Stock Exchange respectively in 2008. The Company recognised itself as one of the strongest and largest scale integrated construction groups in China and in the world.

The Group’s principal business includes primarily construction of infrastructure, provision of survey, design and consultancy services, provision of logistics services, industrial manufacturing and real estate development. The infrastructure construction operation segment is the major contributor to the Group’s revenue and profits. The infrastructure construction operation includes infrastructure construction of railways, highways, metropolitan railways and real estate projects. The infrastructure construction operation is the core business segment of the Group, accounting for more than 80% of the total revenue for the year ended 31 December 2016 and for the six months ended 30 June 2017. The survey, design and consultancy services segment engages in the provision of survey, design and consultancy services, as well as technology and equipment research and development services. The manufacturing operations segment engages in the design, research and development, production and sale of large track maintenance machinery as well as the manufacture of components for railway construction. The real estate operation segment engages in the development, construction and sale of residential properties and commercial properties. As disclosed in the 2017 Interim Report, as at 30 June 2017, the Group had overseas operating business distributed in 112 countries all over the world as well as Hong Kong, Macau and other regions, and had 705 projects under construction in total.

– 22 – LETTER FROM SOMERLEY

(b) Financial information

Set out in the table below is a summary of the Group’s financial performance for the six months ended 30 June 2017 and 30 June 2016 and the two years ended 31 December 2016 and 2015.

For the six months ended For the year ended 30 June 31 December 2017 2016 2016 2015 (RMB million) (RMB million) (RMB million) (RMB million)

Revenue 288,961 266,727 629,327 600,539 Operating profit 8,440 7,718 18,131 16,609 Profit attributable to the Shareholders 6,523 5,822 14,000 12,645

As shown above, revenue of the Group recorded an increase from approximately RMB600,539 million for the year ended 31 December 2015 to approximately RMB629,327 million for the year ended 31 December 2016, representing a growth rate of approximately 4.8%. Revenue of the Group for the six months ended 30 June 2017 was approximately RMB288,961 million, representing an increase of approximately RMB22,234 million or approximately 8.3% compared with that for the six months ended 30 June 2016. The revenue growth over the two-and-a-half-year period was mainly attributable to the rise in revenue from the infrastructure construction operation segment, which was brought up by the general increase in investment on rail transit and highway in China and the favourable changes in the investment and financing mechanism of the infrastructure market. Accordingly, profit attributable to the Shareholders improved from approximately RMB12,645 million for the year ended 31 December 2015 to approximately RMB14,000 million for the year ended 31 December 2016, representing a growth of approximately 10.7%. Profit attributable to the Shareholders for the six months ended 30 June 2017 was approximately RMB6,523 million, representing an increase of approximately 12.0% compared with that for the six months ended 30 June 2016.

– 23 – LETTER FROM SOMERLEY

Set out below is a summary of the financial position of the Group as at 30 June 2017, 31 December 2016 and 2015.

As at 30 June As at 31 December 2017 2016 2015 (RMB million) (RMB million) (RMB million)

ASSETS Non-current assets Intangible assets 50,548 45,680 35,865 Fixed assets 43,451 42,152 41,821 Long-term receivables 37,775 29,613 24,886 Others 32,687 30,600 18,276

164,461 148,045 120,848

Current assets Inventories 295,216 265,781 245,591 Accounts receivable 139,807 133,428 128,028 Cash and bank balances 111,186 128,702 121,934 Others 94,893 83,389 79,695

641,102 611,300 575,248

Total assets 805,563 759,345 696,096

LIABILITIES Current liabilities Accounts and other payables 309,465 310,338 271,410 Advances from customers 97,132 88,332 75,981 Loans and bank borrowings 49,133 37,887 78,083 Bills payable 34,204 28,511 26,279 Others 22,729 25,931 32,126

512,663 490,999 483,879

Net current assets 128,439 120,301 91,369

– 24 – LETTER FROM SOMERLEY

As at 30 June As at 31 December 2017 2016 2015 (RMB million) (RMB million) (RMB million)

Non-current liabilities Long-term loans 91,257 69,032 47,398 Bonds payable 43,356 44,902 31,059 Others 4,839 5,696 4,941

139,452 119,630 83,398

Net assets 153,448 148,716 128,819

EQUITY Capital and reserves attributable to the Shareholders 126,902 122,787 111,665 Other equity instruments 8,400 8,400 – Non-controlling interests 18,146 17,529 17,154

153,448 148,716 128,819

As at 30 June 2017, total assets of the Group were approximately RMB805,563 million, representing an increase of approximately 6.1% from that as at 31 December 2016. The Group had a significant portion of inventories, around 36.6% of its total assets as at 30 June 2017, which mainly represented the properties under development, completed properties and contract costs incurred for construction projects.

The Group maintained an active participation in construction operations. According to the 2017 Interim Report, the value of new contracts entered into by the Group for the six months ended 30 June 2017 was approximately RMB551,701 million, representing an increase of approximately RMB176,022 million or approximately 46.9% compared to that for the corresponding period in 2016. Furthermore, as set out in the 2017 Interim Report, the value of outstanding contract of the Group as at 30 June 2017 was approximately RMB2,052,166 million, representing an increase of approximately 3.8% compared with that as at 31 December 2016.

– 25 – LETTER FROM SOMERLEY

The Group’s operation was largely financed by accounts payable, advances from customers, loans and bank borrowings, bonds payable and, in a lesser extent, Shareholders’ equity. The gearing ratio as at 30 June 2017, calculated as net debt divided by total capital (i.e. total equity plus net debt), was approximately 73.6%, representing an increase of approximately 2.1% compared to that of approximately 71.5% as at 31 December 2016. In addition, the total liabilities to total assets ratio as at 30 June 2017 was approximately 81.0%, representing an increase of approximately 0.6% compared with that as at 31 December 2016 of approximately 80.4%. As at 30 June 2017, the Group maintained a net current asset position of approximately RMB128,439 million and a current ratio of approximately 1.3.

Net asset value (“NAV”) attributable to the Shareholders was approximately RMB126,902 million as at 30 June 2017, representing an increase of approximately 3.4% from that as at 31 December 2016.

2. Information of CRCCG

CRCCG is the controlling shareholder of the Company holding approximately 55.73% equity interest of the Company as at the Latest Practicable Date. It is a state-owned enterprise wholly owned by SASAC and mainly engaged in supervision and administration of state-owned assets, management, operation and disposal of unlisted assets, construction and operation management of franchised investment projects and publication and issuance of China Railway Construction News.

3. Reasons for and benefits of the Proposed Issuance of A Share Convertible Bonds and the Proposed Subscription of A Share Convertible Bonds by CRCCG

(a) Reasons for and benefits of the Proposed Issuance of A Share Convertible Bonds

As set out in the letter from the Board in the Circular, the Directors consider that after the completion of the Proposed Issuance of A Share Convertible Bonds (including the Possible Subscription for A Share Convertible Bonds by CRCCG), the Company will be able to further expand its net asset value, strengthen its risk resilience and consolidate its capital capacity for sustainable development of various business segments, which is beneficial to the Company for building its core competitiveness and achieving strategic objectives. Also, in recent years, the development of the Company’s businesses has maintained rapid growth with sufficient business reserves and increasing number of transactions. Further development of the Company’s businesses and the increase in financial demand and gearing ratio have resulted in the increase in the debt financing costs, which is not conducive to the future development of the Company. Therefore, the Company shall improve its capital structure by way of equity financing such as issuance of A Share Convertible Bonds.

– 26 – LETTER FROM SOMERLEY

The Group has identified a number of favourable factors which could foster the demand for the infrastructure construction business of the Group. Details of these factors are set out in the section headed “III. Necessity and rationality of the issuance of A Share Convertible Bonds” in Appendix III to the Circular. Also, as set out in section headed “I. Plan on the use of proceeds” in Appendix IV to the Circular, three infrastructure investment projects with a total contract amount of approximately RMB47.2 billion have been awarded to the Group. It is currently expected that the entire proceeds from the Proposed Issuance of A Share Convertible Bonds will be applied to these projects. With the rapid increase in value of new contracts entered into and already undertaken by the Group and the objective to capture the opportunities brought by the increasing demand for infrastructure construction business of the Group, it is expected that additional funding is required to cope with the financing requirements of these infrastructure construction projects.

The Possible Subscription for A Share Convertible Bonds by CRCCG also demonstrates the confidence of CRCCG towards the Company and its support to the development of the Company’s business, which is conducive to enhancing the market image of the Company and stabilising the trading price of shares of the Company.

Further details of the reasons for and benefits of the Proposed Issuance of A Share Convertible Bonds are set out in the section headed “5. Reasons for and benefits of the Proposed Issuance of A Share Convertible Bonds and the Possible Subscription of A Share Convertible Bonds” in the letter from the Board in the Circular and the section headed “III. Necessity and rationality of the issuance of A Share Convertible Bonds” in Appendix III to the Circular.

Having considered the above, we concur with the management of the Group to leverage on favourable market conditions and the Company’s expertise to expand the business scale and lay solid foundation for the long-term business development of the Group and to obtain additional funding to cope with the expansion of business.

– 27 – LETTER FROM SOMERLEY

(b) Use of proceeds

As set out in Appendix III to the Circular, the net proceeds of the Proposed Issuance of A Share Convertible Bonds is intended to be used for (i) as to RMB5.0 billion in investment in construction project of phase I and II of Metro Line 6 of Chengdu; (ii) as to RMB3.6 billion in investment in Deyang-Dujiangyan Section of G0511 Expressway Project; and (iii) as to RMB1.4 billion in investment in Deyang-Jianyang Section of the Chengdu Economic Zone Ring Expressway Project.

As noted above, despite the Group possessed cash and bank balances of approximately RMB111.2 billion as at 30 June 2017, we were advised by the management of the Group that the cash of the Group has been substantially committed to support its daily production and operation. In addition, the Group recorded net cash used in operating activities and investing activities for the six months ended 30 June 2017 of approximately RMB25.5 billion and RMB16.8 billion respectively. Furthermore, there were approximately RMB83.3 billion of loans and bank borrowings and bills payable which were due within one year as at 30 June 2017. Having considered: (i) the cash needed to sustain the Group’s existing operation and investment projects, including the significant growth in the value of new contracts entered into by the Group; and (ii) the intention to enter into new investment projects and construction projects, it is considered reasonable to obtain additional funding to finance the Group’s future development.

As advised by the management of the Group, apart from the Proposed Issuance of A Share Convertible Bonds, they have explored various fund raising alternatives.

Fund raising by way of new share placement will create immediate dilution on the existing Shareholders. It is also common that the investors will request for a discount of the new share placement price to the prevailing market price of the Shares, whereas the initial conversion price of the A Share Convertible Bonds (to be determined based on the pricing formula under the A Share Convertible Bond Issuance Plan) is expected to be a significant premium (based on the A Share price as at the Latest Practicable Date) over the prevailing market price of the H Shares. Fund raising through rights issue or open offer has similar issue as new share placement and it may also attract a higher transaction cost (such as underwriting and other fees) and dilution effect on those non-participating Shareholders will usually be greater as compared to new share placement and issue of convertibles.

– 28 – LETTER FROM SOMERLEY

Debt financing by bank loan and other borrowings are possible but they will usually incur higher interest expense as compared to convertible bonds given the potential upside offered by convertible bonds.

Issuing H Shares convertibles has also been explored but it was considered less desirable given (i) the prevailing market price of H Shares has been substantially lower than that of A Shares; and (ii) the intended use of proceeds of the Proposed Issuance of A Share Convertible Bonds is investing in projects in the PRC which are denominated in RMB.

4. Principal terms of the Proposed Issuance of A Share Convertible Bonds

Set out below are the principal terms of the Proposed Issuance of A Share Convertible Bonds:

(i) Type of securities to be issued

The type of the securities to be issued is convertible bonds which can be converted into the A Shares. The A Share Convertible Bonds and the A Shares to be converted will be listed on the Shanghai Stock Exchange.

(ii) Type of issuance

The total amount of the A Share Convertible Bonds proposed to be issued will not exceed RMB10.0 billion (inclusive). The actual size of the issuance shall be determined by the Board and its authorised persons within the above range, subject to the authorisation by the Shareholders at the EGM.

(iii) Par value and issue price

A Share Convertible Bonds will be issued at par with a nominal value of RMB100 each.

(iv) Term

The term of A Share Convertible Bonds will be six years from the date of the issuance.

(v) Interest rate

The Board proposes to the Shareholders at the EGM to authorise the Board and its authorised persons to determine the method for determination of coupon rate and the final interest rate for the interest accrual year upon negotiation with the sponsor and the lead underwriter in accordance with national policies, market conditions and the actual conditions of the Company, prior to the Proposed Issuance of A Share Convertible Bonds.

– 29 – LETTER FROM SOMERLEY

To ensure other members of the Board, namely the non-executive Director and independent non-executive Directors who do not have any connected relationship with CRCCG, to promptly know the specific terms of the Proposed Issuance of A Share Convertible Bonds, the Board and its authorised persons will report to them upon negotiation with the sponsor and the lead underwriter in relation to the terms of the Proposed Issuance of A Share Convertible Bonds, including but not limited to the conversion price, interest rate, terms of redemption upon maturity and maturity date. The Company will implement the A Share Convertible Bond Issuance Plan upon the approval of other members of the Board (collectively, the “Internal Control Measures”).

(vi) Timing and method of interest payment

The interest of A Share Convertible Bonds will be paid annually, and the principal and the interest for the final year will be paid upon maturity. Details of calculation of annual interest and method of interest payment are set out in the Appendix I to the Circular.

(vii) Conversion period

The conversion period of the A Share Convertible Bonds shall commence on the first trading day immediately following the expiry of the six-month period after the date of issuance of the A Share Convertible Bonds and end on the maturity date of the A Share Convertible Bonds.

(viii) Determination and adjustment of the conversion price

A. Basis for determining the initial conversion price

The initial conversion price of the A Share Convertible Bonds shall not be lower than:

(a) the average trading price of A Shares for the 20 trading days preceding the date of publication of the offering document (in the event that during such 20 trading days, the share price has been adjusted due to ex-rights or ex-dividend, the price of each of these trading days before adjustment shall be adjusted with reference to the adjusted share price following the ex-rights or ex-dividend events);

(b) the average trading price of A Shares on the trading day preceding the date of the offering document;

– 30 – LETTER FROM SOMERLEY

(d) the nominal value per Share.

The actual initial conversion price shall be determined by the Board and its authorised persons upon negotiation with the sponsor and the lead underwriter in accordance with the market conditions, which is subject to the authorisation by the Shareholders at the EGM.

For illustrative purpose, set out below is the comparison of the initial conversion price based on the above-mentioned criteria assuming the date of publication of the offering document is the Latest Practicable Date.

Initial conversion Criteria for determining the initial conversion price price (RMB)

(a) the average trading price of A Shares for the 20 trading days preceding the date of publication of the offering document 12.03 (b) the average trading price of A Shares on the trading day preceding the date of the offering document 11.75 (c) the latest audited net asset value per Share 9.05 (d) the nominal value per Share 1.00

Assuming the date of publication of the offering document is the Latest Practicable Date, the theoretical initial conversion price shall be no less than approximately RMB12.03 per A Share (the “Indicative Initial Conversion Price”). The Indicative Initial Conversion Price represents:

(a) premiums of approximately 58.1% and 1.3% over the closing price of HK$8.95 (equivalent to approximately RMB7.61) per H Share as quoted on the Hong Kong Stock Exchange and approximately RMB11.87 per A Share as quoted on the Shanghai Stock Exchange respectively on the Latest Practicable Date;

– 31 – LETTER FROM SOMERLEY

(b) premiums of approximately 55.8% and 2.6% over the average closing price of approximately HK$9.08 (equivalent to approximately RMB7.72) per H Share as quoted on the Hong Kong Stock Exchange and approximately RMB11.73 per A Share as quoted on the Shanghai Stock Exchange respectively for the last 5 consecutive trading days immediately prior to and including the Latest Practicable Date;

(c) premiums of approximately 52.5% and 1.6% over the average closing price of approximately HK$9.28 (equivalent to approximately RMB7.89) per H Share as quoted on the Hong Kong Stock Exchange and approximately RMB11.84 per A Share as quoted on the Shanghai Stock Exchange respectively for the last 10 consecutive trading days immediately prior to and including the Latest Practicable Date;

(d) premiums of approximately 46.2% and 0.7% over the average closing price of approximately HK$9.69 (equivalent to approximately RMB8.23) per H Share as quoted on the Hong Kong Stock Exchange and approximately RMB11.95 per A Share as quoted on the Shanghai Stock Exchange respectively for the last 30 consecutive trading days immediately prior to and including the Latest Practicable Date;

(e) a premium of approximately 41.2% over the average closing price of approximately HK$10.02 (equivalent to approximately RMB8.52) per H Share as quoted on the Hong Kong Stock Exchange and a discount of approximately 2.1% to the average closing price of approximately RMB12.29 per A Share as quoted on the Shanghai Stock Exchange for the last 90 consecutive trading days immediately prior to and including the Latest Practicable Date;

(f) a premium of approximately 35.5% over the average closing price of approximately HK$10.45 (equivalent to approximately RMB8.88) per H Share as quoted on the Hong Kong Stock Exchange and a discount of approximately 3.5% to the average closing price of approximately RMB12.47 per A Share as quoted on the Shanghai Stock Exchange for the last 180 consecutive trading days immediately prior to and including the Latest Practicable Date;

(g) a premium of approximately 32.9% over the NAV per share of the Company of approximately RMB9.05 based on the NAV attributable to the Shareholders of approximately RMB122,786.8 million as at 31 December 2016 divided by approximately 13,579.5 million Shares in issue as at the Latest Practicable Date.

– 32 – LETTER FROM SOMERLEY

Set out below is the price performance of the Shares since the beginning of 2017 to the date of the announcement of the Proposed Issuance of A Share Convertible Bonds (the “Pre-Announcement Period”) and further up to the Latest Practicable Date.

16.0 the Indicative Initial Conversion Price = RMB12.03

14.0

12.0 ) 10.0 (RMB

price 8.0 Announcement of Announcement of Announcement of annual results for major operating major operating

Share the year ended 6.0 information for the information for the 31 December 2016 Announcement of second quarter of 2017 third quarter of 2017 Announcement of Announcement of major operating major operating information for interim results for the Announcement of 4.0 information for the six months ending the Proposed Issuance fourth quarter of 2016 the rst quarter of 2017 30 June 2017 of A Sh are Convertible Bonds 2.0

0.0

1 May 2017 1 June 2017 1 July 2017 1 March 2017 1 April 2017 1 January 2017 1 August 2017 The Lates 1 February 2017 1 October 2017 1 September 2017 1 November 2017 Practicable Date A Share Price The Indicative Conversion Price H Share Price (RMB equivalent)

Source: Bloomberg and websites of Shanghai Stock Exchange and the Hong Kong Stock Exchange

Note: For illustrative purpose, the exchange rate used to calculate the RMB equivalent of the H Share price is HK$1:RMB0.85.

Since the beginning of 2017 and prior to the announcement of the Company’s annual results for the year ended 31 December 2016, the A Share price closed within the range of RMB11.71 and RMB13.64. Following the announcements of the annual results for the year ended 31 December 2016 and major operating information for the first quarter of 2017 on 30 March 2017 and 13 April 2017, respectively, the A Share price demonstrated an upward trend, reaching its peak A Share price during the Pre-Announcement Period at RMB14.19 on 21 April 2017. After that, the A Share price oscillated downward and closed around the Indicative Initial Conversion Price of approximately RMB12.03. During the Pre-Announcement Period, the closing prices of the A Share ranged from RMB11.54 to RMB14.19 with an average and a median of RMB12.50 and RMB12.33 respectively. Out of a total of 205 trading days during the Pre-Announcement Period, there were approximately 105 trading days when the price of the A Shares closed above the Indicative Initial Conversion Price.

As for the H Shares, during the Pre-Announcement Period, the closing prices of the H Shares ranged from HK$9.54 to HK$11.82 with an average and a median of HK$10.57 and HK$10.46 respectively. The Indicative Initial Conversation Price is substantially higher than closing prices of the H Shares throughout the Pre-Announcement Period.

– 33 – LETTER FROM SOMERLEY

B. Adjustments to the conversion price

The conversion price is subject to adjustment upon the issuance in case of certain events which affect the share capital of the Company and lead to distribution of cash dividends, such as distribution of share dividends, capitalisation, issuance of new shares or rights issue (excluding any increase in the share capital as a result of conversion of the A Share Convertible Bonds). The Company will adjust the conversion price based on the following formula:

Distribution of share dividends or capitalisation: P1 = P0 /(1 + n);

Issuance of new shares or rights issue: P1 = (P0 + A×k)/(1 + k);

The above two events occurring concurrently: P1 = (P0 + A×k)/(1 + n + k);

Distribution of cash dividends: P1 = P0 – D;

The above three events occurring concurrently: P1 = (P0 – D + A×k)/(1 + n + k).

Where:

“P0” denotes the conversion price before adjustment; “n” denotes the rate of distribution of share dividends or capitalisation; “k” denotes the rate of issuance of new shares or rights issue; “A” denotes the price of issuance of new shares or rights issue; “D” denotes the cash dividend per share;

“P1” denotes the adjusted conversion price.

– 34 – LETTER FROM SOMERLEY

Upon the occurrence of any of the above-mentioned changes in Shares and/or Shareholder’s interests, the Company will adjust the conversion price in accordance with the methods determined, and publish an announcement in relation to the adjustment of the conversion price on the media designated by CSRC for information disclosure of listed companies. Such announcement will indicate the date of adjustment to the conversion price, adjustment method and suspension period of share conversion (if necessary).

In the event that the creditor’s interests or the interests derived from the share conversion of the A Share Convertible Bond Holders are affected by the change in the Company’s share class, quantity and/or Shareholders’ interests due to any possible share repurchase, consolidation, division or any other circumstances, the Company will adjust the conversion price based on the actual situations and in accordance with the principles of fairness, justice and equality so as to fully protect the interests of A Share Convertible Bond Holders. The details of adjustments to conversion price and its implementation measures shall be determined in accordance with then relevant national laws and regulations and the relevant requirements of the securities regulatory authorities.

Besides, the adjusted conversion price shall not be lower than the latest audited net asset value per Share and the nominal value per Share of the Company.

(ix) Terms of downward adjustment to conversion price

If, during the term of the A Share Convertible Bonds, the closing prices of A Shares in any 15 trading days out of any 30 consecutive trading days are lower than 80% of the prevailing conversion price, the Board is entitled to propose a downward adjustment to the conversion price and submit it to the Shareholders at the general meeting for their consideration and approval.

The above-mentioned proposals are subject to approval of more than two-thirds of the Shareholders with voting rights who attend the general meeting. Shareholders who hold the A Share Convertible Bonds should abstain from voting at the general meeting. The adjusted conversion price should be no less than the average trading price of the A Shares for 20 trading days preceding the date of the general meeting for consideration and approval of the aforementioned proposals and the average trading price of the A Shares on the trading day preceding the date of such meeting, and should be also no less than the latest audited net asset value per Share and the nominal value per Share of the Company.

– 35 – LETTER FROM SOMERLEY

(x) Entitlement to dividend in the year of conversion

The new A Shares to be issued as a result of the conversion of A Share Convertible Bonds shall rank pari passu with all the existing A Shares, and all ordinary Shareholders (including those derived from the conversion of the A Share Convertible Bonds) whose names are recorded on the register of members of the Company on the record date for dividend distribution shall be entitled to receive the dividend of that period.

(xi) Terms of redemption

A. Terms of redemption upon maturity

Within five trading days upon the maturity of A Share Convertible Bonds, the Company will redeem all the A Share Convertible Bonds from A Share Convertible Bond Holders which have not been converted into Shares by then, at a price calculated at a premium (including the interest accrued in the last interest accrual year) in addition to the nominal value of A Share Convertible Bonds. The actual premium shall be determined by the Board and its authorised persons upon negotiation with the sponsor (the lead underwriter) with reference to the market conditions before issuance, which is subject to the authorisation by the Shareholders at the EGM.

As mentioned above, the Company will adopt the Internal Control Measures in determining the term of redemption of the A Share Convertible Bonds upon maturity.

B. Terms of conditional redemption

During the conversion period of A Share Convertible Bonds, if the closing prices of A Shares during at least 15 trading days out of any 30 consecutive trading days are no less than 130% (inclusive) of the prevailing conversion price, or the total par value of the outstanding A Share Convertible Bonds is lower than RMB30 million, the Company shall have the right to redeem all or part of the outstanding A Share Convertible Bonds, at a price equal to the nominal value of A Share Convertible Bonds plus then accrued interest.

– 36 – LETTER FROM SOMERLEY

(xii) Terms of sale back

A. Terms of conditional sale back

During the last two interest accrual years within the term of the A Share Convertible Bonds, if the closing prices of the A Shares on any 30 consecutive trading days are lower than 70% of the prevailing conversion price, the A Share Convertible Bond Holders are entitled to sell back all or part of the A Share Convertible Bonds they hold to the Company at par plus the then accrued interest.

The A Share Convertible Bond Holders can exercise their sale back rights once every year when the sale back conditions are initially satisfied according to the above- mentioned agreed terms in the last two interest accrual years within the term of the A Share Convertible Bonds. If the sale back conditions are initially satisfied, but the A Share Convertible Bond Holders do not apply for and exercise their sale back rights during the sale back declaration period then announced by the Company, they shall not exercise the sale back rights during such accrual year. The A Share Convertible Bond Holders are not allowed to exercise part of their sale back rights repeatedly.

B. Additional terms of sale back

If the actual use of the proceeds from A Share Convertible Bonds significantly differs from the undertakings of the use of proceeds set out by the Company in the offering document, and such change is deemed as a deviation in the use of proceeds pursuant to relevant rules of CSRC or is considered by CSRC as a deviation in the use of proceeds, the A Share Convertible Bond Holders will be entitled to a one-off right to sell all or part of A Share Convertible Bonds back to the Company at par plus then accrued interest. Upon the satisfaction of the additional condition of sale back, the A Share Convertible Bond Holders may sell their A Share Convertible Bonds back to the Company during the additional sale back declaration period after it is announced by the Company. If the A Share Convertible Bond Holders do not exercise their sale back rights during such period, they shall not exercise such rights later.

(xiii) Subscription arrangement for the existing Shareholders

The existing ordinary A Shareholders are entitled to the pre-emptive rights to subscribe for A Share Convertible Bonds. It will be proposed at the EGM to authorise the Board and its authorised persons to determine the actual amount to be preferentially allocated in accordance with the actual market conditions before the issuance, and shall be disclosed in the offering document of A Share Convertible Bonds.

– 37 – LETTER FROM SOMERLEY

A Share Convertible Bonds which are not subject to the preferential subscription by existing ordinary A Shareholders and are not subscribed by the existing ordinary A Shareholders within the preferential subscription will be offered to institution investors offline or issued by way of online pricing through the trading system of the Shanghai Stock Exchange, and the remaining balance will be underwritten by the underwriters.

Further details of the A Share Convertible Bonds Issuance Plan are set out in Appendix I to the Circular.

5. Comparable Transactions

In assessing the fairness and reasonableness of terms of the A Share Convertible Bond Issuance Plan, we have compared the terms of the A Share Convertible Bond Issuance Plan against those of similar A share convertible bonds issues proposed by companies listed on both (i) the Shanghai Stock Exchange or the Shenzhen stock exchange; and (ii) the Hong Kong Stock Exchange (the “Comparable Transactions”) from 1 January 2014 up to the Latest Practicable Date. Set out below is a summary comparing the principal terms of the A Share Convertible Bond Issuance Plan and the Comparable Transactions as set out in the relevant circulars or prospectus.

– 38 – LETTER FROM SOMERLEY ”): If ”): If Additional Sale Back Sale Additional the actual use of the proceeds proceeds the of use actual the Convertible Share A from from differs significantly Bonds of use the of undertakings the Company the by out set proceeds in the offering document, and such deviation a as deemed is change pursuant proceeds of use the in or CSRC of rules relevant to a as CSRC by considered is proceeds, of use the in deviation Bond Convertible Share A the one- a to entitled be will Holders of partial or all sell to right off back Bonds Convertible Share A then plus par at Company the to accrued interest. Bond Issuance Plan the closing prices of A Shares trading consecutive 30 any on the of 70% than lower are days prevailing conversion price during years accrual interest two last the Share A the of term the within Share A the Bonds, Convertible are Holders Bond Convertible of part or all back sell to entitled Bonds Convertible Share A the par at Company the to hold they plus the then accrued interest. “ Same as the A Share Convertible Convertible Share A the as Same Terms of sale back If back: sale conditional of Terms (the back sale additional of Terms Bond Issuance Plan price of the A Shares during during Shares A the of price out days trading 15 least at trading consecutive 30 any of 130% than less no are days prevailing the of (inclusive) the when or price, conversion A the of balance outstanding is Bonds Convertible Share lower than RMB30 million. Same as the A Share Convertible Convertible Share A the as Same Terms of conditional redemption To be redeemed when the closing Bond Issuance Plan (including the interest accrued accrued interest the (including accrual interest last the in the to addition in year) Share A the of value nominal actual The Bonds. Convertible determined be shall premium by the Board and its authorised negotiation upon persons lead (the sponsor the with to reference with underwriter) before conditions market the issuance. Same as the A Share Convertible Convertible Share A the as Same To be redeemed at a premium premium a at redeemed be To Terms of redemption upon maturity Bond Issuance Plan price of A Shares in any any in Shares A of price 30 of out days trading 15 days trading consecutive the of 80% than lower are price, conversion prevailing subject to more than two-thirds and approval Shareholders’ of Convertible Shares A existing abstain shall Holders Bonds from voting. Same as the A Share Convertible Convertible Share A the as Same To be adjusted when the closing closing the when adjusted be To Downward adjustment to the conversion price Bond Issuance Plan occurring which affect the the affect which occurring Company the of capital share of distribution to lead and as such dividends, cash dividends, share of distribution of issuance capitalisation, issue, rights or shares new the adjust will Company the a on based price conversion details, For formula. pre-set paragraph the to refer please the to Adjustments “B. headed conversion price” above. Same as the A Share Convertible Convertible Share A the as Same In the case of certain events events certain of case the In Adjustments to the conversion price Bond Issuance Plan the A Share Convertible Bonds (i) than lower be not shall of price trading average the trading 20 the for Shares A of date the preceding days offering the of publication average the (ii) document; trading price of A Shares on the date the preceding day trading the (iii) document; offering of value asset net audited latest per Share; and (iv) the nominal actual The Share. per value shall price conversion initial Board the by determined be upon person authorised its and sponsor the with negotiation in underwriter lead the and market the with accordance conditions. Same as the A Share Convertible Convertible Share A the as Same The initial conversion price of of price conversion initial The Basis of determining the initial conversion price Bond Issuance Plan or its authorised persons upon upon persons authorised its or sponsor the with negotiation in underwriter lead the and national with accordance conditions market policies, of conditions actual the and the to prior Company, the Share A of Issuance Proposed Convertible Bonds. Same as the A Share Convertible Convertible Share A the as Same To be determined by the Board Board the by determined be To Basis of determination interest rate 6 years 6 years Duration RMB20.0 billion RMB10.0 billion Not more than Not more than Maximum size of issuance 3 November 2017 25 November 2017 Circular or prospectus date Communications Construction Company Limited (1800) (1186) China The Company Company name (Stock code)

– 39 – LETTER FROM SOMERLEY in the A Share Convertible Bond Bond Convertible Share A the in Issuance Plan in the A Share Convertible Bond Bond Convertible Share A the in Issuance Plan Terms of sale back Back Sale Additional the as Same Same as the Additional Sale Back Back Sale Additional the as Same Bond Issuance Plan Bond Issuance Plan Terms of conditional redemption Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same shall be determined by the the by determined be shall sponsor the and CCS of board market the to reference with of time the at conditions issuance of convertible bonds. Bond Issuance Plan The actual redemption price price redemption actual The Terms of redemption upon maturity Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan, except for for except Plan, Issuance Bond the of threshold adjustment the is price conversion prevailing 90%. Bond Issuance Plan Same as the A Share Convertible Convertible Share A the as Same Downward adjustment to the conversion price Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan events that affect the share share the affect that events capital of CITIC Bank, such as dividend, share of distribution new of issuance capitalisation, shares or allotment of distribution of occurrence the Bank CITIC dividend, cash of will adjust the conversion price bond convertible share A of situation actual the on based the with accordance in and justice, fairness, of principles protect fully to as so equity bond convertible share A the holders’ interests. Same as the A Share Convertible Convertible Share A the as Same Adjustments to the conversion price Upon the occurrence of certain certain of occurrence the Upon Bond Issuance Plan, except except Plan, Issuance Bond price conversion initial the for than lower be not also shall of prices trading average the trading 30 the for shares A the of date the preceding days offering document. Same as the A Share Convertible Convertible Share A the as Same Basis of determining the initial conversion price Same as CCS Bond Issuance Plan Bond Issuance Plan, except for for except Plan, Issuance Bond sponsor the with negotiation not is underwriter) lead (the required. Same as the A Share Convertible Convertible Share A the as Same Basis of determination interest rate Same as the A Share Convertible Convertible Share A the as Same 6 years Duration 6 years RMB2.7 billion RMB40.0 billion Not more than Maximum size of issuance Not more than 5 May 2017 Circular or prospectus date 12 January 2017 Securities Co., Ltd. (“ CCS ”) (1375) Corporation Limited (“ CITIC Bank ”) (998) Central China Company name (Stock code) China CITIC Bank

– 40 – LETTER FROM SOMERLEY in the A Share Convertible Bond Bond Convertible Share A the in Issuance Plan Terms of sale back Same as the Additional Sale Back Back Sale Additional the as Same Bond Issuance Plan Terms of conditional redemption Same as the A Share Convertible Convertible Share A the as Same (including interest on the final final the on interest (including term) of the convertible bonds. Terms of redemption upon maturity To be redeemed at par value value par at redeemed be To Bond Issuance Plan Downward adjustment to the conversion price Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan Adjustments to the conversion price Same as the A Share Convertible Convertible Share A the as Same the A share convertible bonds bonds convertible share A the (i) than lower be not shall of price trading average the 20 the for GJSC of shares A the preceding days trading the of publication of date (ii) and document; offering A of price trading average the trading the on GJSC of shares of date the preceding day actual The document. offering shall price conversion initial of board the by determined be GJSC and its authorised person the with negotiation upon underwriter) lead (the sponsor market the with accordance in condition. Basis of determining the initial conversion price The initial conversion price of of price conversion initial The Bond Issuance Plan Basis of determination interest rate Same as the A Share Convertible Convertible Share A the as Same Duration 6 years RMB7.0 billion Maximum size of issuance Not more than

(Note) 28 March 2017 Circular or prospectus date Securities Co., Ltd. (“ GJSC ”) (2611) Guotai Junan Company name (Stock code)

– 41 – LETTER FROM SOMERLEY in the A Share Convertible Bond Bond Convertible Share A the in Issuance Plan Bond Issuance Plan Bond Issuance Plan, except for for except Plan, Issuance Bond sale the for consideration the back is at 103% (accrued interests of value nominal the of included) A share convertible bonds. Terms of sale back Back Sale Additional the as Same Same as the A Share Convertible Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan Bond Issuance Plan Bond Issuance Plan Terms of conditional redemption Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan ratio of 103%–108% the par term final the (including value actual The interest). annual of ascent ratio shall be determined to reference with board the by market conditions. Bond Issuance Plan Same as the A Share Convertible Convertible Share A the as Same Terms of redemption upon maturity To be redeemed with an ascent ascent an with redeemed be To Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan Bond Issuance Plan, except for for except Plan, Issuance Bond the of threshold adjustment the is price conversion prevailing 90%. Issuance Plan, except for the the for except Plan, Issuance the of threshold adjustment is price conversion prevailing 85% Same as the A Share Convertible Convertible Share A the as Same Downward adjustment to the conversion price Same as the A Share Convertible Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same Bond Issuance Plan Bond Issuance Plan Bond Issuance Plan Same as the A Share Convertible Convertible Share A the as Same Adjustments to the conversion price Same as the A Share Convertible Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same Same as CCS Basis of determining the initial conversion price Same as GJSC Same as GJSC Bond Issuance Plan Bond Issuance Plan Bond Issuance Plan Same as the A Share Convertible Convertible Share A the as Same Basis of determination interest rate Same as the A Share Convertible Convertible Share A the as Same Same as the A Share Convertible Convertible Share A the as Same than 6 years 6 years Duration Not more 6 years RMB30.0 billion RMB6.0 billion RMB6.0 billion Not more than Maximum size of issuance Not more than Not more than 15 June 2016 Circular or prospectus date 5 August 2014 30 June 2014 Bank Company Limited (“ Everbright Bank ”) (6818) Automobile Group Co., Ltd. (2238) Group Company Limited (2727) China Everbright Company name (Stock code) Guangzhou Shanghai Electric Source: Circulars, prospectus or announcements published in respect of the Comparable Transactions by respective companies Note: Certain principal terms of the issuance A share convertible bonds by GJSC are extracted from announcements dated 5 July 2017.

– 42 – LETTER FROM SOMERLEY

As set out above, similar to the A Share Convertible Bond Issuance Plan, certain terms of the Comparable Transactions, such as initial conversion price and interest rates, were not fixed and would be determined subsequently at the time of publication of offering document, subject to the then market conditions. A number of terms, including downward adjustment to the conversion price, redemption upon maturity and terms of sale back, of the A Share Convertible Bond Issuance Plan may be slightly different from but are no less favourable than those of the Comparable Transactions in general. In view of the above, the terms of the Proposed Issuance of A Share Convertible Bonds are considered in line with the general market terms of the Comparable Transactions.

6. Financial effects of the Proposed Issuance of A Share Convertible Bonds on the Group

(a) Earnings

As set out in the paragraph headed “3(b) Use of proceeds” in this letter, the net proceeds of the Proposed Issuance of A Share Convertible Bonds is intended to be used for three infrastructure construction projects. Therefore, subject to the results of these three projects, the utilisation of the net proceeds may provide additional earnings to the Group.

On the other hand, the Company will be required to pay interest to the A Share Convertible Bond Holders whose A Share Convertible Bonds have not been converted. The earnings of the Group will be therefore reduced by the interest expense arising from the issuance of the A Share Convertible Bonds. Furthermore, upon the conversion of the A Share Convertible Bonds, the number of the Shares outstanding will increase and this will result in dilution in earnings per Share.

Shareholders are reminded that the actual impact of the Proposed Issuance of A Share Convertible Bonds shall be based on various factors such as the incremental earnings from utilising the net proceeds of the Proposed Issuance of A Share Convertible Bonds in aforesaid three projects, the actual interest rate of A Share Convertible Bonds and the number of the Shares to be issued upon conversion of the A Share Convertible Bonds.

– 43 – LETTER FROM SOMERLEY

(b) NAV

Upon the issuance of A Share Convertible Bonds, as advised by the management of the Group, the A Share Convertible Bonds will be accounted for in two separate components in the Group’s balance sheet, comprising a liability component and an equity component, at initial recognition. The liability component will be determined using a market interest rate for an equivalent non-convertible bond and will be recorded as a non-current liability at initial recognition. The difference between the net proceeds from the issuance of A Share Convertible Bonds and the liability component will be recognised as the equity component and included in the Shareholders’ equity. Accordingly, there will be a positive impact on the NAV of the Group.

Shareholders are reminded that the actual amount of positive impact on the NAV of the Group shall be determined with reference to the valuation of the equity component of the A Share Convertible Bonds.

As at 30 June 2017, the Group had cash and bank balances of approximately RMB111,186 million and net current assets (i.e. total current assets less total current liabilities) of approximately RMB128,439 million. Upon completion of the issuance of A Share Convertible Bonds, the cash and bank balances are expected to increase and the net current asset position of the Group is anticipated to improve as the A Share Convertible Bonds have a term of 6 years and a significant portion of the A Share Convertible Bonds will therefore be classified as a non-current liability.

(d) Gearing

As at 30 June 2017, the Group’s gearing ratio, being net debt divided by total capital (i.e. total equity plus net debt) was approximately 73.6%. Upon the Proposed Issuance of A Share Convertible Bonds, unless the entire amount of the A Share Convertible Bonds is classified as a liability, the net debt of the Group will decrease as the increase in the cash and bank balances will exceed the increase in the total debt. The total capital, which is equivalent to the total equity plus the total debt less cash and bank balances, will remain unchanged as the increase in the aggregate amount of the total equity and the total debt will be offset by the increase in cash and bank balances. Based on the above, the gearing ratio is generally expected to decrease. Nevertheless, given its maximum size of RMB10 billion, the Proposed Issuance of A Share Convertible Bonds is not expected to have significant impact on the gearing ratio of the Group.

– 44 – LETTER FROM SOMERLEY

7. Potential dilution effect on the shareholdings of the Independent Shareholders

As set out in the letter from the Board, by applying the Indicative Initial Conversion Price of approximately RMB12.03 per A Share and the maximum size of the Proposed Issuance of A Share Convertible Bonds of RMB10 billion, the maximum number of A Shares to be issued will be 831,255,195. As set out in the paragraph headed “(xiii) Subscription arrangement for the existing Shareholders” in the section headed “4. Principal terms of the Proposed Issuance of A Share Convertible Bonds”, the existing A Share Shareholders are entitled to the pre-emptive rights to subscribe for A Share Convertible Bonds to be issued, it is therefore possible for the existing A Share Shareholders to fully subscribe for the A Share Convertible Bonds.

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and upon completion of the issuance of A Share Convertible Bonds (assuming all the A Share Convertible Bonds are subscribed by the existing A Share Shareholders and the full conversion of the A Share Convertible Bonds into the A Shares at the Indicative Initial Conversion Price):

(ii) Immediately after completion of the Proposed Issuance of A Share Convertible Bonds (assuming that the A Share Convertible Bonds are fully Name of converted into the A Shares at the Shareholder Class (i) As at the Latest Practicable Date Indicative Initial Conversion Price) As a percentage As a percentage Number of of total issued Number of of total issued Shares Shares Shares Shares

CRCCG A Share 7,567,395,500 55.73% 8,114,235,678 56.30% Public A Shareholders A Share 3,935,850,000 28.98% 4,220,265,017 29.29% Public H Shareholders H Share 2,076,296,000 15.29% 2,076,296,000 14.41%

Total 13,579,541,500 100.00% 14,410,796,695 100.00%

As shown in the table above, the shareholding of the existing H Share public Shareholders will decrease from approximately 15.29% to approximately 14.41% immediately after completion of the Proposed Issuance of A Share Convertible Bonds and assuming the full conversion of the A Share Convertible Bonds into the A Shares at the Indicative Initial Conversion Price, it represents a dilution by approximately 0.88%. Although the shareholding interest of the existing H Share public Shareholders will be diluted, having taken into account, among others, (i) CRCCG already has a majority control of the Company and shall remain as the single largest Shareholder; (ii) the

– 45 – LETTER FROM SOMERLEY

potential benefits to be brought forth by the Proposed Issuance of A Share Convertible Bonds as mentioned in the section headed “3. Reasons for and benefits of the Proposed Issuance of A Share Convertible Bonds and the Proposed Subscription of A Share Convertible Bonds by CRCCG”; (iii) the fairness and reasonableness of the principal terms of the A Share Convertible Bond Issuance Plan; and (iv) the generally positive financial effects on the Group, we are of the opinion that the dilution effect on shareholding of the existing H Share public Shareholders to be acceptable.

DISCUSSION AND ANALYSIS

The Group, being a leading infrastructure construction group in the PRC, operates a capital-intensive business providing various customers in all parts of the world with integrated solutions and services for infrastructure projects including survey, design and consultancy services and also real estate development. The Group has experienced continuous growth in recent years. There were a number of favourable factors fostering the demand for the infrastructure construction business of the Group. The Group plans to further expand its operation by investing in three projects with a total contracted amount of approximately RMB47.2 billion in infrastructure construction business. Such investments arouse genuine need of additional funding. The management of the Group has reviewed various financing alternatives apart from the Proposed Issuance of A Share Convertible Bonds. However, each of the financing alternatives has its own disadvantages as compared to the Proposed Issuance of A Share Convertible Bonds in the current circumstances.

The terms of the Proposed Issuance of A Share Convertible Bonds are generally fair and reasonable to the Independent Shareholders. In particular, the initial conversion price will be determined with reference to the prevailing market price of the A Shares, which is substantially higher than that of the H Shares in the current market. While certain terms of the Proposed Issuance of A Share Convertible Bonds, such as initial conversion price and interest rates, were not fixed as at the Latest Practicable Date and would be determined subsequently at the time of publication of offering document and subject to the then market conditions, such terms would be reviewed and approved by the Directors who are not connected with CRCCG to safeguard the interests of the Independent Shareholders.

Terms of the Comparable Transactions are generally similar to the A Share Convertible Bond Issuance Plan. A number of terms, including downward adjustment to the conversion price, redemption upon maturity and terms of sale back, of the A Share Convertible Bond Issuance Plan may be slightly different from but are no less favourable than those of the Comparable Transactions in general. In view of the above, the terms of the Proposed Issuance of A Share Convertible Bonds are in line with the general market terms of the Comparable Transactions.

– 46 – LETTER FROM SOMERLEY

The financial effects of the Proposed Issuance of A Share Convertible Bonds are expected to be generally positive by improving the NAV, net current asset level and gearing ratio.

The shareholding of the existing public H Share Shareholders will decrease from approximately 15.29% to approximately 14.41% immediately after completion of the Proposed Issuance of A Share Convertible Bonds (assuming the full conversion of the A Shares Convertible Bonds into the A Shares at the Indicative Initial Conversion Price). In view of the positive factors highlighted, the dilution effect on shareholding of the existing H Share public Shareholders is considered acceptable.

OPINION AND RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the Possible Subscription for A Share Convertible Bonds by CRCCG, though not in the ordinary and usual course of business of the Group, is in the interests of the Company and the Shareholders as a whole and the terms of the Possible Subscription for A Share Convertible Bonds by CRCCG are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned. We therefore advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Possible Subscription for A Share Convertible Bonds by CRCCG.

Yours faithfully, for and on behalf of SOMERLEY CAPITAL LIMITED Danny Cheng Director

– 47 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

Details of the A Share Convertible Bond Issuance Plan are as follows:

1. TYPE OF SECURITIES TO BE ISSUED

The type of the securities to be issued is convertible bonds which can be converted into A Shares. The A Share Convertible Bonds and A Shares to be converted will be listed on the Shanghai Stock Exchange.

2. TYPE OF ISSUANCE

In accordance with relevant laws and regulations and with reference to the financial condition and investment plan of the Company, the total amount of A Share Convertible Bonds proposed to be issued will not exceed RMB10 billion (inclusive). The actual size of the issuance shall be determined by the Board and its authorized persons within the above range, subject to the authorization by the Shareholders at the EGM.

3. PAR VALUE AND ISSUE PRICE

A Share Convertible Bonds will be issued at par with a nominal value of RMB100 each.

4. TERM

The term of A Share Convertible Bonds will be six years from the date of the issuance.

5. INTEREST RATE

The Board proposes to the Shareholders at the EGM to authorize the Board and its authorized persons to determine the method for determination of coupon rate of the A Share Convertible bonds and the final interest rate for the interest accrual year upon negotiation with the sponsor and the lead underwriter in accordance with national policies, market conditions and the actual conditions of the Company, prior to the issuance.

– 48 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

6. TIMING AND METHOD OF INTEREST PAYMENT

The interest of A Share Convertible Bonds will be paid annually, and the principal and the interest for the final year will be paid upon maturity.

(1) Calculation of Annual Interest

Annual Interest means the interest accrued to an A Share Convertible Bond Holder in each year on each anniversary of the date of issuance of the A Share Convertible Bonds which is calculated based on the aggregate nominal value of the A Share Convertible Bonds held by him/her.

The formula for calculating the Annual Interest is: I = B×i

I: denotes the Annual Interest;

B: denotes the aggregate nominal value of the A Share Convertible Bonds held by an A Share Convertible Bond Holder as at the record date for interest payment ( “that year” or “each year”) in an interest accrual year;

i: denotes the coupon rate of the A Share Convertible Bonds of that year.

(2) Method of Interest Payment

a. Interest of the A Share Convertible Bonds will be paid annually, accruing from the date of the issuance of the A Share Convertible Bonds.

b. Interest payment date: the interest is payable annually on each anniversary of the date of issuance of the A Share Convertible Bonds. If such date falls on a statutory holiday or rest day, the interest payment date shall be postponed to the first working day immediately thereafter, provided that no additional interest will be accrued during the period of postponement. The period between an interest payment date and the immediately following interest payment date will be an interest accrual year.

c. The vesting of interest and dividend for the year of conversion shall be determined by the Board in accordance with relevant laws and regulations and the regulations of the Shanghai Stock Exchange.

– 49 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

d. Record date for interest payment: the record date for interest payment in each year will be the last trading day preceding the interest payment date. The Company will pay the interest accrued in that year within five trading days from the interest payment date. The Company will not pay any interest for that year and subsequent interest accrual years to the A Share Convertible Bond Holders whose A Share Convertible Bonds have been applied to be converted into A Shares on or before the record date for interest payment.

e. Tax payable on the interest income of an A Share Convertible Bond Holder shall be borne by such A Share Convertible Bond Holder.

7. CONVERSION PERIOD

The conversion period of A Share Convertible Bonds shall commence on the first trading day immediately following the expiry of the six-month period after the date of issuance of the A Share Convertible Bonds and end on the maturity date of the A Share Convertible Bonds.

8. DETERMINATION AND ADJUSTMENT OF THE CONVERSION PRICE

(1) Basis for Determining the Initial Conversion Price

The initial conversion price of A Share Convertible Bonds shall not be lower than the average trading price of A Shares for the 20 trading days preceding the date of publication of the offering document (in the event that during such 20 trading days, the share price has been adjusted due to ex-rights or ex-dividend, the price of each of these trading days before adjustment shall be adjusted with reference to the adjusted share price following the ex-rights or ex-dividend events), the average trading price of A Shares on the trading day preceding the date of the offering document and the latest audited net asset value per Share and the nominal value per Share, where the average trading price of A Shares for the 20 preceding trading days = total trading amount of A Shares for such 20 trading days/total trading volume of A Shares for such 20 trading days; the average trading price of A Shares of the Company for the preceding trading day = total trading amount of A Shares for such trading day/total trading volume of A Shares for such trading day.

The actual initial conversion price shall be determined by the Board and its authorized persons upon negotiation with the sponsor and the lead underwriter in accordance with the market conditions, which is subject to the authorization by the Shareholders at the EGM.

– 50 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Method of Adjustments to the Conversion Price

The conversion price is subject to adjustment upon the issuance in case of certain events which affect the share capital of the Company and lead to distribution of cash dividends, such as distribution of share dividends, capitalization, issuance of new shares or rights issue (excluding any increase in the share capital as a result of conversion of the A Share Convertible Bonds). The Company will adjust the conversion price based on the following formula:

Distribution of share dividends or capitalization: P1 = P0/(1 + n);

Issuance of new shares or rights issue: P1 = (P0 + A×k)/(1 + k);

The above two events occurring concurrently: P1 = (P0 + A×k)/(1 + n + k);

Distribution of cash dividends: P1 = P0 – D;

The above three events occurring concurrently: P1 = (P0 – D + A×k)/(1 + n + k).

Where: “P0” denotes the conversion price before adjustment; “n” denotes the rate of distribution of share dividends or capitalization; “k” denotes the rate of issuance of new shares or rights issue; “A” denotes the price of issuance of new shares or rights issue; “D”

denotes the cash dividend per share; “P1” denotes the adjusted conversion price.

Upon occurrence of any of the above-mentioned changes in shares and/or Shareholder’s interests, the Company will adjust the conversion price in accordance with the method determined, and publish an announcement in relation to the adjustment of the conversion price on the media designated by CSRC for information disclosure of listed companies. Such announcement will indicate the date of adjustment to the conversion price, adjustment method and suspension period of share conversion (if necessary). The announcement shall also be published (if necessary) in the Hong Kong market in accordance with the Hong Kong Listing Rules and the Articles of Association. If the conversion price adjustment date is on or after the date on which an A Share Convertible Bond Holder applies for conversion of his/her A Share Convertible Bonds but before the registration date of the Shares to be issued upon conversion, then such conversion will be executed based on the conversion price adjusted by the Company.

– 51 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

In the event that the creditor’s interests or the interests derived from the share conversion of the A Share Convertible Bond Holders are affected by the change in the Company’s share class, quantity and/or Shareholders’ interests due to any possible share repurchase, consolidation, division or any other circumstances, the Company will adjust the conversion price based on the actual situations and in accordance with the principles of fairness, justice and equality so as to fully protect the interests of A Share Convertible Bond Holders. The details of adjustment to conversion price and its implementation measures shall be determined in accordance with then relevant PRC laws and regulations and the relevant requirements of the securities regulatory authorities.

Besides, the adjusted conversion price shall not be lower than the latest audited net asset value per Share and the nominal value per Share of the Company.

9. TERMS OF DOWNWARD ADJUSTMENT TO CONVERSION PRICE

(1) Authorization and Magnitude of Adjustment

If, during the term of the A Share Convertible Bonds, the closing prices of A Shares of the Company in at least 15 trading days out of any 30 consecutive trading days are lower than 80% of the prevailing conversion price, the Board of the Company is entitled to propose a downward adjustment to the conversion price and submit it to Shareholders at the general meeting for their consideration and approval.

In the event that an adjustment to the conversion price by the Company is made due to ex- rights or ex-dividend during the aforementioned trading days, in respect of the trading days prior to the adjustment to the conversion price, the calculation shall be based on the unadjusted conversion price and the closing price of the Shares on each such day, and in respect of the days on which adjustment to the conversion price is made and the trading days afterwards, the calculation shall be based on the adjusted conversion price and the closing price of the shares on each such day.

The above-mentioned proposals are subject to approvals of more than two-thirds of the Shareholders with voting rights who attend the general meeting. Shareholders who hold the A Share Convertible Bonds should abstain from voting at the general meeting. The adjusted conversion price should be no less than the average trading price of the A Shares of the Company for 20 trading days preceding the date of the general meeting for consideration and approval of the aforementioned proposals and the average trading price of the A Shares on the trading day preceding the date of such meeting, and should be also no less than the latest audited net asset value per Share and the nominal value per Share of the Company.

– 52 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Procedures of Adjustment

If a downward adjustment to the conversion price is approved at the general meeting, the Company will publish an announcement in relation to the resolutions at the general meeting on media designated by CSRC for information disclosure of listed companies. Such announcement will disclose information including the magnitude of the adjustment, the registration date of shares and the suspension period of share conversion (if necessary). The announcement shall also be published (if necessary) in the Hong Kong market in accordance with the Hong Kong Listing Rules and the Articles of Association. Application for conversion at adjusted conversion price shall be resumed upon the first trading day after the registration date, i.e. the conversion price adjustment date.

If the conversion price adjustment date is on or after the date on which an A Share Convertible Bond Holder applies for conversion of his/her A Share Convertible Bonds but before the registration date of the Shares to be issued upon conversion, then such conversion will be executed based on the adjusted conversion price.

10. METHOD FOR DETERMINING THE NUMBER OF SHARES FOR CONVERSION

Where an A Share Convertible Bond Holder applies to convert his/her A Share Convertible Bonds during the conversion period, the formula for calculating number of the Shares to be issued upon conversion is as below:

Q = V/P, any fractional Share shall be rounded down to the nearest whole number.

In the aforesaid formula, “V” denotes the aggregate nominal value of A Share Convertible Bonds in respect of which the A Share Convertible Bond Holder applies for conversion, and “P” denotes the prevailing conversion price as at the date of application for conversion.

Within five trading days from the date of conversion by the A Share Convertible Bond Holder, the Company will pay the A Share Convertible Bond Holder in cash an amount equal to the nominal value of the remaining balance of such A Share Convertible Bonds which are insufficient to be converted into one Share and the interest accrued on such balance in accordance with the relevant requirements of the Shanghai Stock Exchange and such other authorities (for the method of calculating then accrued interest, please refer to relevant information as set out in article 12 headed “Terms of redemption”).

– 53 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

11. ENTITLEMENT TO DIVIDEND IN THE YEAR OF CONVERSION

12. TERMS OF REDEMPTION

(1) Terms of Redemption Upon Maturity

Within five trading days upon maturity of A Share Convertible Bonds, the Company will redeem all the A Share Convertible Bonds from A Share Convertible Bond Holders which have not been converted into Shares by then, at a price calculated at a premium (including the interest accrued in the last interest accrual year) in addition to the nominal value of A Share Convertible Bonds. The actual premium shall be determined by the Board and its authorized persons upon negotiation with the sponsor (the lead underwriter) with reference to the market conditions before issuance, which is subject to the authorization by the Shareholders at the EGM.

(2) Terms of Conditional Redemption

Formula for calculating then accrued interest is:

IA= B×i×t/365

IA: denotes the accrued interest for the current period;

B: denotes the aggregate nominal value of the A Share Convertible Bonds to be redeemed that are held by A Share Convertible Bond Holders;

i: denotes the coupon rate of the A Share Convertible Bonds for the current year;

– 54 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

t: denotes the number of days on which interest is accrued, i.e. the actual number of calendar days from the last interest payment date (inclusive) up to the redemption date of the current interest accrual year (excluding the redemption date).

13. TERMS OF SALE BACK

(1) Terms of Conditional Sale Back

During the last two interest accrual years within the term of the A Share Convertible Bonds, if the closing prices of the A Shares of the Company on any 30 consecutive trading days are lower than 70% of the prevailing conversion price, the A Share Convertible Bond Holders are entitled to sell back all or part of the A Share Convertible Bonds they hold to the Company at par plus the then accrued interest.

The A Share Convertible Bond Holders can exercise their sale back rights once every year when the sale back conditions are initially satisfied according to the above-mentioned agreed terms in the last two interest accrual years within the term of the A Share Convertible Bonds. If the sale back conditions are initially satisfied, but the A Share Convertible Bond Holders do not apply for and exercise their sale back rights during the sale back declaration period then announced by the Company, they shall not exercise the sale back rights during such accrual years. The A Share Convertible Bond Holders are not allowed to exercise part of their sale back rights repeatedly.

– 55 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Additional Terms of Sale Back

Formula for calculating the accrued interest for the current period is:

IA = B×i×t/365

IA: denotes the accrued interest for the current period;

B: denotes the aggregate nominal value of A Share Convertible Bonds to be sold back by A Share Convertible Bond Holders;

i: denotes the coupon rate of A Share Convertible Bonds for the current year;

t: denotes the number of days on which interest is accrued, i.e. the actual number of calendar days from the last interest payment date (inclusive) up to the sale back date of the current interest accrual year (excluding the sale back date).

14. METHOD OF ISSUANCE AND TARGET SUBSCRIBERS

The specific method of the issuance of A Share Convertible Bonds will be determined by the Board and its authorized persons upon negotiation with the sponsor and the lead underwriter, which is subject to authorization by the Shareholders at the EGM.

The target subscribers of A Share Convertible Bonds are natural persons, legal persons, securities investment funds and other investors in compliance with legal requirements who have maintained securities accounts in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (excluding those prohibited by the PRC laws and regulations).

– 56 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

15. SUBSCRIPTION ARRANGEMENT FOR THE EXISTING SHAREHOLDERS

The existing ordinary A Shareholders are entitled to the pre-emptive rights to subscribe for the A Share Convertible Bonds. It will be proposed at the EGM to authorize the Board and its authorized persons to determine the actual amount to be preferentially allocated in accordance with the actual market conditions before the issuance, and shall be disclosed in the offering document of A Share Convertible Bonds. Such preferential subscription shall be subject to the Company Law, Hong Kong Listing Rules and any other applicable laws, regulations and rules (including but not limited to any rules and requirements regarding related party transactions or connected transactions) of any government or regulatory authorities.

16. A SHARE CONVERTIBLE BOND HOLDERS AND A SHARE CONVERTIBLE BOND HOLDERS’ MEETINGS

(1) Rights and Obligations of A Share Convertible Bond Holders

a. Rights of A Share Convertible Bond Holders

(a) to receive agreed interests in accordance with the number of the A Share Convertible Bonds held by A Share Convertible Bond Holders;

(b) to convert the A Share Convertible Bonds held by A Share Convertible Bond Holders into A Shares according to the agreed conditions;

(d) to transfer, bestow or pledge the A Share Convertible Bonds held by A Share Convertible Bond Holders in accordance with the laws, administrative regulations, Rules for A Share Convertible Bond Holders’ Meeting and the Articles of Association;

(e) to receive relevant information in accordance with the laws, administrative regulations, Rules for A Share Convertible Bond Holders’ Meeting and the Articles of Association;

– 57 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(f) to request the Company to repay the principal and interest of the A Share Convertible Bonds within the agreed period and in the agreed manner;

(g) to attend the A Share Convertible Bond Holders’ meetings, either in person or by proxy, and vote in accordance with relevant regulation under laws, administrative requirements and Rules for A Share Convertible Bond Holders’ Meeting;

(h) other rights as creditors of the Company prescribed by applicable laws, administrative regulations, Rules for A Share Convertible Bond Holders’ Meeting and Articles of Association.

b. Obligations of the A Share Convertible Bond Holders

(a) to abide by the relevant terms of the issuance of A Share Convertible Bonds by the Company;

(b) to pay the subscription amount in accordance with the number of A Share Convertible Bonds subscribed for;

(d) not to request the Company to make prepayment of the principal and interest of A Share Convertible Bonds, unless otherwise required by applicable laws and regulations, or otherwise agreed in the offering document of A Share Convertible Bonds;

(e) other obligations of A Share Convertible Bond Holders prescribed by applicable laws, administrative regulations, Rules for A Share Convertible Bond Holders’ Meeting and the Articles of Association.

(2) A Share Convertible Bond Holders’ meetings

a. An A Share Convertible Bond Holders’ meeting shall be convened by the Board upon the occurrence of any of the following events during the term of the A Share Convertible Bonds:

(a) proposing to change the terms of the offering document of A Share Convertible Bonds;

– 58 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(b) the Company defaults in paying the principal and interest of A Share Convertible Bonds for the current period on time;

(c) the Company undertakes a capital reduction (except for capital reduction due to the repurchased shares under the share incentive scheme), merger, division, dissolution or files for bankruptcy;

(d) amending the Rules for A Share Convertible Bond Holders’ Meeting;

(e) other matters which may affect the material interests of A Share Convertible Bond Holders.

b. The following entities or persons may propose an A Share Convertible Bond Holders’ meeting:

(a) the Board of the Company;

(b) the A Share Convertible Bond Holders holding 10% or more of the total par value of the outstanding bonds separately or in aggregate through written proposal;

c. Convening of A Share Convertible Bond Holders’ meetings

(a) An A Share Convertible Bond Holders’ meeting shall be convened and chaired by the Board;

(b) The Board shall, within 30 days after the proposal of the meeting has been raised or received by the Board, convene the A Share Convertible Bond Holders’ meetings.

The Board shall publish a notice in at least one designated media for information disclosure of listed companies 15 days prior to the A Share Convertible Bond Holders’ meetings, which shall specify the specific time, venue, agenda, and methods, etc. as determined by the Board.

– 59 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

d. Attendees of the A Share Convertible Bond Holders’ meetings

Unless otherwise required by applicable laws and regulations, A Share Convertible Bond Holders have the right to attend the A Share Convertible Bond Holders’ meeting in person or by proxy to exercise their voting rights.

The following entities or persons may attend the A Share Convertible Bond Holders’ meetings as non-voting attendees and submit proposals at the meetings for discussion and decision:

(a) the issuer of the A Share Convertible Bonds;

(b) other key related parties.

The Board should engage lawyers to attend the A Share Convertible Bond Holders’ meetings and issue legal opinions in relation to the convening and holding of the meetings, voting procedures, and qualifications of the attendees of the A Share Convertible Bond Holders’ meetings.

e. Procedures of A Share Convertible Bond Holders’ meetings

(a) The chairman of the meeting shall announce the rules of procedures of the meeting and important notes, nominate and announce a scrutineer, and present the proposals. Voting will be commenced after discussion of the proposals. The resolution of the A Share Convertible Bond Holders’ meetings will be effective upon witness by a lawyer;

(b) A Share Convertible Bond Holders’ meeting shall be chaired by the Chairman of the Board. In the absence of the Chairman of the Board, the meeting shall be chaired by a Director authorized by the Chairman of the Board. If neither the Chairman of the Board nor the Director authorized by the Chairman of the Board is able to chair the meeting, the meeting shall be chaired by an A Share Convertible Bond Holder elected by A Share Convertible Bond Holders representing at least 50% (exclusive) of par value of the bonds present at the meeting;

(c) The convener should record the attendees of the meeting, which shall indicate the name (or entity name), identity card number, domicile, the par value of the A Share Convertible Bonds with voting rights held or represented by the attendee and the name (or entity name) of A Share Convertible Bond Holder being represented.

– 60 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

f. Voting and resolution of the A Share Convertible Bond Holders’ meetings

(a) Each A Share Convertible Bond represents one vote in the A Share Convertible Bond Holders’ meetings;

(b) A Share Convertible Bond Holders shall vote by open ballot in the A Share Convertible Bond Holders’ meetings;

(c) A resolution of the A Share Convertible Bond Holders’ meeting shall be valid upon the affirmative votes representing at least two-thirds of par value of the outstanding A Share Convertible Bonds present at the meeting;

(d) All the items and sub-items contained in the proposals at the A Share Convertible Bond Holders’ meetings should be considered and voted separately;

(e) A resolution at an A Share Convertible Bond Holders’ meeting will be valid after it has been resolved by the A Share Convertible Bond Holders at the A Share Convertible Bond Holders’ meeting, and for resolutions subject to approval by CSRC or other regulatory authorities, the resolution will be effective from the date of approval or another date confirmed in the relevant approval;

(f) A resolution which is passed at the A Share Convertible Bond Holders’ meeting shall be legally binding to all A Share Convertible Bond Holders (including those failing to attend the meeting or expressing different opinions);

(g) After a resolution is adopted by the A Share Convertible Bond Holders’ meeting, the Board of the Company shall notify the A Share Convertible Bond Holders by an announcement and be responsible to execute such resolution.

g. The subscription or otherwise holding of the A Share Convertible Bonds by the A Share Convertible Bond Holders shall be deemed as their consents to the aforementioned Rules for A Share Convertible Bond Holders’ Meeting.

The Company shall provide in the offering document the methods to protect the interests of the A Share Convertible Bond Holders and the authority of A Share Convertible Bond Holders’ meetings, the procedures and the conditions for the resolutions to become effective.

– 61 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

17. USE OF PROCEEDS

The total amount of proceeds proposed to raise from the Proposed Issuance of A Share Convertible Bonds will not exceed RMB10 billion (inclusive), which will be used for the following projects after deducting the issuance expenses:

Unit: RMB’0000

Amount of Contract proceeds No. Item amount invested

Total 4,720,431 1,000,000

If the actual net proceeds from the public issuance are less than the total amount of the proceeds proposed to be invested in the above projects, the Company will adjust and determine the final specific investment projects to be financed by the proceeds, order of priority and the specific investment amounts of each project based on the actual net proceeds and the priority of each project, and will make up the shortfall by utilizing the own funds of the Company or through other financing methods.

Before the receipt of the proceeds from the A Share Convertible Bonds, the Company will implement the projects using its own funds depending on the actual progress of the projects. Such capital will be replaced according to the relevant regulations upon the receipt of the proceeds.

18. RATING

A credit rating agency will issue a credit rating report in respect of the A Share Convertible Bonds of the Company.

19. GUARANTEE AND SECURITY

There is no guarantee or security in relation to the A Share Convertible Bonds.

– 62 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

20. DEPOSIT ACCOUNT FOR PROCEEDS RAISED

The Company has established rules for special deposit of proceeds raised. The proceeds raised from the A Share Convertible Bonds shall be kept in a special account for the management of special deposit. The Board shall authorize the Chairman and his/her authorized person to handle relevant matters in relation to the establishment of the account.

21. VALIDITY PERIOD OF THE RESOLUTION

The validity period of the resolution on the A Share Convertible Bonds will be twelve months from the date on which the A Share Convertible Bond Issuance Plan is considered and approved at the EGM.

22. AUTHORIZATIONS

(1) Authorization in Connection with the Issuance

To ensure smooth implementation of the issuance, it is proposed at the EGM to authorize the Board to exercise the full power to handle matters related to the issuance of A Share Convertible Bonds under the framework and principles as considered and approved at the EGM. The validity period of the authorization will be 12 months from the date on which the resolution is approved at the EGM. The Board will, based on the actual conditions of the issuance of A Share Convertible Bonds, propose to the EGM before the expiry of the validity of such authorization to seek for new authorization. The specific content and scope of the authorization shall include, among other matters, the following:

a. To the extent of the scope as permitted by the relevant laws and regulations and the resolutions of the EGM, in accordance with the requirements of the relevant regulatory authorities, and based on the actual conditions of the Company, to determine the specific issue terms and plan, to devise and implement the final plan of the issuance, including but not limited to, determining the issuance size, issue method, target subscribers, interest rate, conversion price, terms of conversion, terms of redemption, amounts of preferential allotment to existing A Shareholders, rating arrangements, formulating and amending the Methods to the Protection of the Rights of A Share Convertible Bond Holders and the Rules for A Share Convertible Bond Holders’ Meeting, formulating and amending the Administrative System of Proceeds and establishing the special account for proceeds, etc., and to determine the schedule of the issuance and any other matters in relation to the issuance plan before the issuance;

– 63 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

b. In accordance with relevant regulations, based on changes in policies, market conditions, the opinions of the government departments and regulatory authorities on the application of the A Share Convertible Bonds and other circumstances, to the extent of the scope as permitted by the relevant laws and regulations, to make appropriate amendments, adjustments and supplements to the specific issuance plan and relevant application documents and supplementary documents (including but not limited to the dilution of immediate returns and remedial measures, feasibility report on the use of proceeds etc.) in accordance with the opinions of regulatory authorities, save for matters that require the re-approval at the general meeting pursuant to the relevant laws and regulations, the Articles of Association or as required by regulatory authorities;

c. To the extent authorized by the EGM, to make appropriate adjustments to the proposed use of the raised proceeds and its specific arrangements based on the actual progress and needs of the investment projects. Before the receipt of the proceeds, the Company may implement the investment projects using its own funds. Such capital will be replaced upon the receipt of proceeds; to make appropriate adjustments to the investment projects according to the relevant laws and regulations, regulatory requirements and market conditions;

d. To open special account for the proceeds to be raised under the issuance;

e. To handle relevant matters such as the listing of A Share Convertible Bonds etc. upon the completion of the issuance;

f. In accordance with the relevant laws, regulations and the requirements of regulatory authorities, to analyze, study and demonstrate the dilution of immediate returns arising from the issuance of the A Share Convertible Bonds, to formulate and implement relevant remedial measures for dilution of immediate returns, to amend, supplement and improve relevant analysis and measures under the original framework in accordance with any new regulations, policies, implementing rules or self-disciplining standards to be promulgated in the future, and handle any other matter in relation thereto with full power;

– 64 – APPENDIX I PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

g. To determine the agents to be engaged in relation to the issuance, to implement matters such as the filing of the issuance in accordance with the requirements of the regulatory authorities, to formulate, prepare, amend, improve, execute and file all documents in relation to the issuance and listing, to execute, amend, supplement, implement and suspend the contracts, agreements and any other important documents in relation to the issuance (including but not limited to sponsorship agreement, underwriting agreement, proceeds monitoring agreement and the agency agreement), and to handle the information disclosure matters in relation to the issuance in accordance with the regulatory requirements;

h. To the extent as permitted by relevant laws and regulations, to take all necessary actions to determine or handle any other matters in relation to the issuance.

(2) Other Authorizations in relation to the A Share Convertible Bonds

During the term of A Share Convertible Bonds, it will be proposed to the EGM to authorize the Board to exercise the full power to handle the following matters under the framework and principles as considered and approved at the EGM:

a. Matters in connection with redemption: to handle all matters in relation to the redemption, including but not limited to the timing of redemption, the percentage of redemption and the execution procedure, in accordance with the laws, regulations, the Articles of Association and market conditions;

b. Matters in connection with share conversion: in accordance with the laws, regulations, the Articles of Association and market conditions, to handle all matters in relation to share conversion, at its absolute discretion, including but not limited to the adjustment of conversion price; amendments to the articles related to the registered capital under the Articles of Association based on the progress of the conversion of A Share Convertible Bonds in due course, and the handling of matters in relation to the approval of amendments to the Articles of Association, industrial and commercial filing, approval for changes in registered capital and changes in industrial and commercial registration, etc.;

c. To the extent as permitted by the relevant laws and regulations, to take all necessary steps to determine or implement all other matters in relation to the A Share Convertible Bonds.

(3) To propose at the EGM to authorize the Board to delegate the above authorizations to the Chairman and his/her authorized person, effective from the date on which the relevant resolution passed at the EGM, subject to the grant of the above authorizations to the Board, unless otherwise required by the relevant laws and regulations.

– 65 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

I. THE ISSUANCE SATISFIES THE CONDITIONS OF THE PUBLIC ISSUANCE OF SECURITIES UNDER THE ADMINISTRATIVE MEASURES FOR THE ISSUANCE OF SECURITIES BY LISTED COMPANIES

Pursuant to the relevant requirements under the Company Law, the Securities Law of the People’s Republic of China 《中華人民共和國證券法》( ) and the Administrative Measures for the Issuance of Securities by Listed Companies 《上市公司證券發行管理辦法》( ) and other laws and regulations, the Company believes that it has satisfied the relevant qualifications and conditions for the public issuance of A Share Convertible Bonds after careful review on the qualifications and conditions for the application of public issuance of A Share Convertible Bonds.

II. OVERVIEW OF THE ISSUANCE

Details of the Proposed Issuance of A Share Convertible Bonds are set out in Appendix I to this circular.

III. FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS

(I) Financial Statements of the Company for the Past Three Years and the Latest Period

The 2014, 2015 and 2016 annual financial reports of the Company were audited by Ernst & Young Hua Ming LLP. The 2017 third quarterly report of the Company was published on 30 October 2017, the financial data of which were unaudited.

The financial statements of the Company for the past three years and the latest period are set out below. Any differences between the total and its components in aggregate as shown herein are due to rounding.

– 66 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

1. Balance Sheet

(1) Consolidated Balance Sheet

Unit: RMB’0000

30 September 31 December 31 December 31 December Items 2017 2016 2015 2014

Cash and bank balances 11,074,859.50 12,870,199.40 12,193,400.90 9,840,696.80 Financial assets at fair value through profit or loss 25,183.20 32,337.60 21,843.70 11,020.40 Bills receivable 317,507.10 435,058.00 249,364.00 289,821.20 Accounts receivable 14,406,176.00 13,342,760.90 12,802,844.30 11,552,850.50 Advances to suppliers 2,677,735.20 1,995,561.10 2,319,440.20 2,772,638.40 Interests receivable 17,531.80 23,939.00 27,458.60 30,683.90 Other receivables 5,325,524.30 4,562,628.70 4,018,000.10 3,458,543.50 Dividends receivable 2,155.20 5,543.60 11,790.10 2,320.50 Inventories 30,243,271.30 26,578,067.20 24,559,113.90 22,792,961.90 Current portion of non-current assets 954,773.30 961,838.50 1,191,615.00 1,265,774.00 Other current assets 696,855.40 322,097.20 129,952.40 113,420.40

Total current assets 65,741,572.30 61,130,031.20 57,524,823.20 52,130,731.50

– 67 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

30 September 31 December 31 December 31 December Items 2017 2016 2015 2014

Loans and advances to customers 234,919.40 396,600.00 – – Available-for-sale financial assets 824,706.20 655,482.90 654,643.60 458,018.40 Held-to-maturity investments 4.10 4.10 126.90 126.90 Long-term receivables 4,211,332.90 2,961,311.50 2,488,595.10 2,475,339.00 Long-term equity investments 1,049,052.10 793,642.60 415,779.60 349,902.20 Investment properties 331,903.20 334,004.90 – – Fixed assets 4,394,288.40 4,215,155.90 4,182,068.00 4,163,192.40 Construction in progress 392,002.60 308,343.10 318,341.60 281,780.60 Intangible assets 5,145,076.50 4,567,953.40 3,586,515.00 2,237,777.40 Goodwill 19,465.10 19,466.20 10,329.30 10,329.30 Long-term deferred expenses 41,220.60 40,772.20 26,046.30 26,347.80 Deferred tax assets 297,944.70 281,139.70 237,382.10 220,222.20 Other non-current assets 280,844.80 230,595.70 164,982.30 2,832.00

Total non-current assets 17,222,760.60 14,804,472.20 12,084,809.80 10,225,868.20

Total assets 82,964,332.90 75,934,503.40 69,609,633.00 62,356,599.70

Short-term loans 3,953,179.20 3,042,852.20 4,337,088.00 4,559,103.90 Customer deposits 162,032.50 148,076.40 511,684.20 80,766.40 Due to banks 100,000.00 – 600,000.00 – Financial liabilities at fair value through profit or loss 4,095.80 – – – Bills payable 3,944,262.00 2,851,148.90 2,627,910.90 2,155,614.80 Accounts payable 26,155,104.50 26,146,598.50 22,597,624.30 20,553,079.60 Advances from customers 10,488,488.40 8,833,150.80 7,598,110.60 6,381,541.30 Employee benefits payable 832,698.60 906,933.90 859,626.80 741,021.20 Taxes payable 378,182.00 557,778.00 949,973.70 978,193.10 Interest payable 119,159.90 114,098.40 100,837.00 85,772.80 Dividends payable 16,278.40 61,251.00 46,064.80 40,947.10 Other payables 4,944,256.00 4,887,178.40 4,543,415.40 4,007,975.30 Current portion of non-current liabilities 1,987,163.70 1,257,198.00 3,243,417.00 2,862,142.50 Other current liabilities 301,266.50 293,668.90 372,163.70 574,151.70

Total current liabilities 53,386,167.50 49,099,933.40 48,387,916.40 43,020,309.70

– 68 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

30 September 31 December 31 December 31 December Items 2017 2016 2015 2014

Long-term loans 8,857,286.50 6,903,243.20 4,739,844.80 5,378,672.90 Bonds payable 4,335,368.60 4,490,203.70 3,105,894.80 2,721,266.70 Long-term payables 137,025.60 184,318.30 220,876.50 458,039.10 Long-term employee benefits payable 50,114.40 96,900.70 141,646.40 189,738.10 Special payables 83,156.10 72,311.30 55,204.80 41,743.60 Estimated liabilities – – – 397.70 Deferred income 73,376.50 65,956.90 33,286.90 20,510.60 Deferred tax liabilities 30,406.20 27,649.10 43,045.90 7,586.70 Other non-current liabilities 100,379.50 122,388.20 – –

Total non-current liabilities 13,667,113.40 11,962,971.40 8,339,800.10 8,817,955.40

Total liabilities 67,053,280.90 61,062,904.80 56,727,716.50 51,838,265.10

Share capital 1,357,954.20 1,357,954.20 1,357,954.20 1,233,754.20 Other equity instruments 840,023.30 840,023.30 – – Capital reserve 4,042,454.90 4,043,037.00 4,039,440.10 3,444,483.30 Other comprehensive income 47,767.50 28,294.40 115,974.40 24,962.10 Surplus reserve 239,412.80 239,412.80 212,023.20 179,486.20 Retained earnings 7,417,351.10 6,609,985.50 5,441,107.20 4,394,159.50 Total equity attributable to owners of the parent company 13,944,963.80 13,118,707.20 11,166,499.10 9,276,845.30 Non-controlling interests 1,966,088.20 1,752,891.40 1,715,417.40 1,241,489.30

Total owners’ equity 15,911,052.00 14,871,598.60 12,881,916.50 10,518,334.60

Total liabilities and owners’ equity 82,964,332.90 75,934,503.40 69,609,633.00 62,356,599.70

– 69 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Balance Sheet of the Parent

Unit: RMB’0000

30 September 31 December 31 December 31 December Items 2017 2016 2015 2014

Cash and bank balances 1,508,051.30 1,606,116.90 983,255.40 970,123.00 Financial assets at fair value through profit or loss 4,166.40 3,910.50 3,819.60 2,649.00 Bills receivable 377,512.50 441,263.60 173,882.00 49,455.50 Advances to suppliers 45,371.60 50,663.70 36,535.80 46,702.00 Other receivables 3,424,882.90 4,177,434.70 3,714,546.30 4,194,028.90 Inventories 105,169.70 501,942.00 404,376.20 295,999.40 Current portion of non-current assets – – 9,250.00 – Other current assets 3,709.40 1,743.90 – –

Total current assets 5,468,863.80 6,783,075.30 5,325,665.30 5,558,957.80

Available-for-sale financial assets 33,400.80 29,701.30 34,429.70 18,023.90 Long-term receivables 398,000.00 – 18,000.00 101,416.40 Long-term equity investments 9,014,999.70 8,517,381.70 7,852,739.40 6,853,411.70 Fixed assets 3,007.00 2,965.80 3,294.50 2,994.10 Construction in progress 2,915.50 2,296.40 2,177.70 2,562.00 Intangible assets 1,687.90 1,523.50 1,469.40 681.60 Long-term deferred expenses 415.10 – – – Deferred tax assets 2,798.70 8,364.30 571.00 603.00

Total non-current assets 9,457,224.70 8,562,233.00 7,912,681.70 6,979,692.70

Total assets 14,926,088.50 15,345,308.30 13,238,347.00 12,538,650.50

– 70 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

30 September 31 December 31 December 31 December Items 2017 2016 2015 2014

Short-term loans – – – 36,714.00 Accounts payable 484,182.80 538,284.10 314,485.90 154,639.40 Advances from customers 54,844.30 597,112.00 494,701.80 360,096.10 Employee benefits payable 5,274.50 8,304.40 6,446.90 5,045.50 Taxes payable 4,482.90 6,646.60 3,136.10 9,722.10 Interests payable 60,458.60 36,646.10 40,049.90 47,106.90 Other payables 2,340,403.70 2,443,068.60 1,762,279.80 1,786,726.50 Current portion of non-current liabilities 709,373.70 28,162.50 1,119,800.70 509,122.20 Other current liabilities 46,581.00 3,083.00 308,222.80 364,179.30

Total current liabilities 3,705,601.50 3,661,307.30 4,049,123.90 3,273,352.00

Long-term loans 569,272.00 1,257,098.10 336,789.30 1,319,644.70 Bonds payable 2,324,985.80 2,316,789.40 1,741,115.20 1,739,044.00 Long-term payables 1,000.00 3,125.00 23,250.00 147,875.00 Long-term employee benefits payable 1,684.00 1,684.00 1,905.00 2,026.00 Deferred tax liabilities 5,407.00 4,418.20 5,827.60 1,433.50 Other non-current liabilities 92,303.20 114,565.40 – –

Total non-current liabilities 2,994,652.00 3,697,680.10 2,108,887.10 3,210,023.20

Total liabilities 6,700,253.50 7,358,987.40 6,158,011.00 6,483,375.20

Share capital 1,357,954.20 1,357,954.20 1,357,954.20 1,233,754.20 Other equity instruments 840,023.30 840,023.30 – – Capital reserve 4,649,355.20 4,649,355.20 4,649,355.20 3,900,905.10 Other comprehensive income 13,429.50 10,654.80 14,896.40 2,792.30 Surplus reserve 239,412.80 239,412.80 212,023.20 179,486.20 Retained earnings 1,125,660.00 888,920.60 846,107.00 738,337.50

Total owners’ equity 8,225,835.00 7,986,320.90 7,080,336.00 6,055,275.30

Total liabilities and owners’ equity 14,926,088.50 15,345,308.30 13,238,347.00 12,538,650.50

– 71 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2. Statement of Profit or Loss

(1) Consolidated Statement of Profit or Loss

Unit: RMB’0000

January to Items September 2017 2016 2015 2014

Operating Revenue 46,038,453.50 62,932,709.00 60,053,873.00 59,330,267.50 Less: Operating cost 41,988,445.70 57,137,753.20 53,175,632.80 52,837,491.60 Taxes and surcharges 226,549.30 814,420.80 1,801,647.40 1,804,243.20 Selling expenses 279,170.80 417,767.30 370,366.20 327,216.30 General and administrative expenses 1,989,351.00 2,408,961.70 2,283,561.20 2,288,954.40 Finance costs 234,298.40 273,170.50 438,502.90 436,888.50 Losses from impairment of assets 23,552.80 60,012.70 356,461.50 158,344.00 Add: Gains/(losses) on fair value changes 11,957.20 -22,241.60 -2,749.50 829.30 Investment income 16,935.50 14,752.40 35,952.80 17,924.00 Including: Share of (losses)/ profits of associates and joint ventures 963.10 -2,931.20 9,607.00 -253.50 Other income 904.10 – – –

Operating profit 1,326,882.30 1,813,133.60 1,660,904.30 1,495,882.80

– 72 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

Add: Non-operating income 85,026.90 121,303.80 80,861.80 83,066.20 Including: Gains on disposal of non-current assets 8,131.70 27,935.90 12,162.20 14,637.90 Less: Non-operating expenses 32,675.90 37,479.90 30,462.30 25,705.60 Including: Losses on disposal of non-current assets 7,467.30 19,142.50 13,294.60 12,689.50

Total profit 1,379,233.30 1,896,957.50 1,711,303.80 1,553,243.40

Less: Income tax expenses 266,922.70 411,874.40 373,860.40 347,242.40 Net profit 1,112,310.60 1,485,083.10 1,337,443.40 1,206,001.00 Including: Profit or loss attributable to non-controlling interests 59,432.30 85,122.10 72,895.60 32,534.60 Net profit attributable to owners of the parent company 1,052,878.30 1,399,961.00 1,264,547.80 1,173,466.40 Add: Other comprehensive income, net of tax 19,728.60 -87,680.00 91,012.30 20,588.60

Total comprehensive income 1,132,039.20 1,396,924.20 1,428,455.70 1,226,589.60

Total comprehensive income attributable to owners of the parent company 1,072,351.40 1,312,281.00 1,355,560.10 1,194,055.00 Including: Total comprehensive income attributable non-controlling interests 59,687.80 84,643.20 72,895.60 32,534.60

– 73 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Statement of Profit or Loss of the Parent

Unit: RMB’0000

January to Items September 2017 2016 2015 2014

Operating Revenue 968,205.00 1,386,628.90 759,034.30 347,980.50 Less: Operating cost 936,178.50 1,333,899.00 657,828.60 341,320.70 Taxes and surcharges 223.60 2,029.50 3,952.90 419.80 Selling expenses 531.30 1,089.70 1,181.30 1,934.20 General and administrative expenses 29,709.70 38,280.40 34,418.00 31,122.90 Finance costs -8,180.80 114,314.00 110,272.70 -1,962.70 Add: Gains/(losses) on fair value changes 22,518.20 -31,375.30 1,170.60 -4.70 Investment income 454,785.80 400,348.50 371,017.60 316,414.50 Including: Share of (losses)/ profits of associates and joint ventures 996.70 20.80 206.10 1,018.40

Operating profit 487,046.70 265,989.50 323,569.00 291,555.40

Add: Non-operating income 912.00 188.00 2,236.40 11,608.00 Including: Gains on disposal of non-current assets 2.00 6.80 – 11.50 Less: Non-operating expenses 77.10 66.90 44.40 12.80 Including: Losses from disposal of non- current assets 10.30 15.80 13.80 12.80

Total profit 487,881.60 266,110.60 325,761.00 303,150.60

Less: Income tax expenses 5,629.50 -7,785.70 391.40 185.70 Net profit 482,252.10 273,896.30 325,369.60 302,964.90 Add: Other comprehensive income, net of tax 2,774.70 -4,241.60 12,104.10 5,507.30

Total comprehensive income 485,026.80 269,654.70 337,473.70 308,472.20

– 74 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

3. Statement of Cash Flows

(1) Consolidated Statement of Cash Flows

Unit: RMB’0000

January to Items September 2017 2016 2015 2014

I. Cash flows from operating activities: Cash received from sale of goods or rendering of services 44,230,897.10 63,421,329.60 58,083,130.80 58,593,382.50 Refunds of taxes 30,418.10 51,805.50 38,302.40 38,404.40 Net increase in customer deposits and due to banks 113,956.10 – 1,030,917.80 37,061.20 Net decrease in deposits with the central bank – – 90,605.70 – Net decrease in loans and advances to customers 161,680.60 – – – Cash received from other operating activities 441,616.90 936,916.30 547,039.90 349,830.00

Sub-total of cash inflows from operating activities 44,978,568.80 64,410,051.40 59,789,996.60 59,018,678.10

Cash paid for goods and services 40,725,076.60 51,998,720.60 47,844,629.80 51,617,004.20

– 75 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

Net decrease in customer deposits and due to banks – 963,607.80 – – Net increase in balances with the central bank 9,357.30 85,489.80 – 152,003.70 Cash paid to and on behalf of employees 3,661,933.80 4,538,118.50 4,002,424.30 3,586,481.40 Cash paid for all taxes 2,001,635.20 2,389,275.70 2,227,019.10 2,188,589.10 Cash paid for other operating activities 564,888.70 721,081.10 678,412.70 800,399.70

Sub-total of cash outflows in operating activities 46,962,891.60 60,696,293.50 54,752,485.90 58,344,478.10

Net cash flows from operating activities -1,984,322.80 3,713,757.90 5,037,510.70 674,200.00

II. Cash flows from investing activities: Cash received from disposal of investments 5,000.00 88,671.30 104,465.60 20,340.30 Cash received from investment income 13,576.90 35,137.90 14,617.10 19,201.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 52,570.70 172,718.80 127,447.00 137,117.30 Net cash received from disposal of subsidiaries and other operating entities 1,489.00 – – – Decrease in cash and bank balances with title restrictions – 315,038.20 – 153,112.90 Cash received from other investing activities 14,890.70 311,476.40 576,509.10 386,213.30

Sub-total of cash inflows from investing activities 87,527.30 923,042.60 823,038.80 715,984.80

– 76 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 1,845,707.40 2,981,639.60 2,714,411.20 2,183,789.10 Cash paid for investments 439,623.40 568,663.30 228,238.60 154,585.50 Cash paid for acquisition of non-controlling interests – – 1,525.00 9.00 Increase in cash and bank balances with title restriction – – 72,005.00 – Net cash paid for acquiring subsidiaries and other operating entities – – 240,488.70 – Cash paid in other investing activities 250,529.10 – – 92,500.00

Sub-total of cash outflows in investing activities 2,535,859.90 3,550,302.90 3,256,668.50 2,430,883.60

Net cash flows from investing activities -2,448,332.60 -2,627,260.30 -2,433,629.70 -1,714,898.80

III. Cash flows from financing activities: Cash received as capital contributions 182,000.00 1,111,968.70 1,498,691.90 913,432.90 Including: Cash received from non-controlling shareholders of subsidiaries 182,000.00 50,985.40 471,159.10 911,432.90 Cash received from issuing bonds – 1,750,650.90 897,205.00 847,000.00 Cash received from borrowings 7,543,121.70 8,346,234.90 9,385,692.70 10,101,225.50 Cash received from other financing activities – – 1,283.20 355.20

Sub-total of cash inflows from financing activities 7,725,121.70 11,208,854.50 11,782,872.80 11,862,013.60

– 77 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

Cash repayment for borrowings 4,038,984.10 10,288,162.70 10,485,419.70 9,168,210.60 Cash paid for distribution of dividends or profits or for interest expenses 909,994.30 1,131,818.10 1,232,298.40 1,187,305.60 Including: Cash paid to non-controlling shareholders for distribution of dividends and profits by subsidiaries 41,288.30 98,154.60 76,242.20 15,127.10 Cash paid for business combination under common control – – 309,822.60 –

Sub-total of cash outflows in financing activities 4,948,978.40 11,419,980.80 12,027,540.70 10,355,516.20

Net cash flows from financing activities 2,776,143.30 -211,126.30 -244,667.90 1,506,497.40

IV. Effect of changes in exchange rates on cash -10,942.20 30,975.60 12,091.70 -3,540.30

V. Net increase in cash and cash equivalents -1,667,454.30 906,346.90 2,371,304.80 462,258.30 Opening balance of cash and cash equivalents 11,753,402.10 10,847,055.30 8,475,750.50 8,013,492.20 Closing balance of cash and cash equivalents 10,085,947.80 11,753,402.20 10,847,055.30 8,475,750.50

– 78 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Statement of Cash Flows of the Parent

Unit: RMB’0000

January to Items September 2017 2016 2015 2014

I Cash flows from operating activities: Cash received from sale of goods or rendering of services 1,145,423.50 645,814.50 444,833.30 1,088,494.40 Refunds of taxes 88.10 – – – Cash received from other operating activities 2,749,589.90 486,662.10 522,385.70 628,290.80

Sub-total of cash inflows from operating activities 3,895,101.50 1,132,476.60 967,219.00 1,716,785.20

Cash paid for goods and services 1,169,031.10 1,073,881.40 507,703.60 350,631.80 Cash paid to and on behalf of employees 24,999.40 26,338.50 21,414.50 18,635.90 Cash paid for all taxes 3,996.40 12,257.10 12,087.00 7,345.10 Cash payments for other operating activities 2,415,484.60 484,830.70 112,396.60 205,811.50

Sub-total of cash outflows in operating activities 3,613,511.50 1,597,307.70 653,601.70 582,424.30

Net cash flows from operating activities 281,590.00 119,477.50 478,874.90 384,794.70

– 79 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

II. Cash flows from investing activities: Cash received from disposal of investments – 11,200.00 – 1,182.00 Cash received from investment income 433,090.90 400,327.80 368,949.90 326,353.80 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 0.10 200,257.00 5,446.70 12.80 Cash received from other investing activities – 200,684.40 342,969.50 358,752.30

Sub-total of cash inflows from investing activities 433,091.00 812,469.20 717,366.10 686,300.90

Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 1,729.70 1,774.40 1,556.10 1,966.50 Cash paid for investments 496,621.30 876,000.00 1,112,322.60 166,000.00 Increase in cash and bank balances with title restriction – 85,000.00 200,080.00 – Cash paid in other investing activities – 27,250.00 113,250.00 127,625.00

Sub-total of cash outflows in investing activities 498,351.00 990,024.40 1,427,208.70 295,591.50

Net cash flows from investing activities -65,260.00 -177,555.20 -709,842.60 390,709.40

– 80 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to Items September 2017 2016 2015 2014

III. Cash flows from financing activities: Cash received as capital contributions – 840,023.30 982,294.30 – Cash received from borrowings 219,291.40 976,173.10 298,000.00 1,031,106.00 Cash received from issuing bonds – 672,580.00 300,000.00 350,000.00

Sub-total of cash inflows from financing activities 219,291.40 2,488,776.40 1,580,294.30 1,381,106.00

Cash repayment for borrowings 226,716.00 1,438,519.00 1,083,576.60 1,305,762.10 Cash paid for distribution of dividends or profits or for interest expenses 292,400.70 455,785.60 457,335.50 394,263.50 Cash paid from other financing activities – 6,536.10 2,125.00 –

Sub-total of cash outflows in financing activities 519,116.70 1,900,840.70 1,543,037.10 1,700,025.60

Net cash flows from financing activities -299,825.30 587,935.70 37,257.20 -318,919.60

IV. Effect of change in exchange rates on cash -26,207.10 8,003.50 6,762.90 32.00

V. Net increase in cash and cash equivalents -109,702.40 537,861.50 -186,947.60 456,616.50 Opening balance of cash and cash equivalents 1,319,836.90 781,975.40 968,923.00 512,306.50 Closing balance of cash and cash equivalents 1,210,134.50 1,319,836.90 781,975.40 968,923.00

– 81 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

4. Statement of Changes in Shareholders’ Equity

(1) Consolidated Statement of Changes in Shareholders’ Equity

2016 Unit: RMB’0000

Attributable to shareholders of the parent Other Total Other equity Capital comprehensive Special Surplus Unallocated Minority shareholders’ Share capital instruments reserve income reserve capital profits Sub-total interests equity

I. Closing balance of last year 1,357,954.20 – 4,039,440.10 115,974.40 – 212,023.20 5,441,107.20 11,166,499.10 1,715,417.40 12,881,916.50 II. Changes during the year (I) Total comprehensive income – – – -87,680.00 – – 1,399,961.00 1,312,281.00 84,643.20 1,396,924.20 (II) Shareholders’ capital contribution and capital reduction 1. Shareholders’ capital contribution – 840,023.30 – – – – – 840,023.30 50,985.40 891,008.70 (III) Profit distribution 1. Appropriation to surplus reserve – – – – – 27,389.60 -27,389.60 – – – 2. Profit distribution to shareholders – – – – – – – – – – (IV) Special reserve 1. Withdrawal during the year – – – – 789,481.10 – – 789,481.10 – 789,481.10 2. Utilization during the year – – – – -789,481.10 – – -789,481.10 – -789,481.10 (V) Others 1. Others – – 3,596.90 – – – – 3,596.90 – 3,596.90 III. Closing balance 1,357,954.20 840,023.30 4,043,037.00 28,294.40 – 239,412.80 6,609,985.50 13,118,707.20 1,752,891.40 14,871,598.60

– 82 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2015 Unit: RMB’0000

Attributable to shareholders of the parent Other Total Capital comprehensive Special Surplus Unallocated Minority shareholders’ Share capital reserve income reserve capital profits Sub-total interests equity

I. Closing balance of last year 1,233,754.20 3,388,483.30 24,962.10 – 179,486.20 4,266,887.10 9,093,572.90 1,195,551.10 10,289,124.00 Business combination under common control – 56,000.00 – – – 127,272.40 183,272.40 45,938.20 229,210.60 II. Opening balance 1,233,754.20 3,444,483.30 24,962.10 – 179,486.20 4,394,159.50 9,276,845.30 1,241,489.30 10,518,334.60 III. Changes during the year (I) Total comprehensive income – – 91,012.30 – – 1,264,547.80 1,355,560.10 72,895.60 1,428,455.70 (II) Shareholders’ capital contribution and capital reduction 1. Business combination under common control – -309,822.60 – – – – -309,822.60 – -309,822.60 2. Shareholders’ capital contribution 124,200.00 903,332.80 – – – – 1,027,532.80 478,963.10 1,506,495.90 3. Acquisition of minority interests – 163.40 – – – – 163.40 -1,688.40 -1,525.00 (III) Profit distribution 1. Appropriation to surplus reserve – – – – 32,537.00 -32,537.00 – – – 2. Profit distribution to shareholders – – – – – -185,063.10 -185,063.10 -76,242.20 -261,305.30 (IV) Special reserve 1. Withdrawal during the year – – – 734,170.50 – – 734,170.50 – 734,170.50 2. Utilization during the year – – – -734,170.50 – – -734,170.50 – -734,170.50 (V) Others 1. Others – 1,283.20 – – – – 1,283.20 – 1,283.20 IV. Closing balance 1,357,954.20 4,039,440.10 115,974.40 – 212,023.20 5,441,107.20 11,166,499.10 1,715,417.40 12,881,916.50

– 83 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2014 Unit: RMB’0000

Attributable to shareholders of the parent Other Total Share Capital comprehensive Special Surplus Unallocated Minority shareholders’ capital reserve income reserve capital profits Sub-total interests equity

I. Closing balance of last year 1,233,754.20 3,388,126.90 4,373.50 – 149,189.70 3,323,245.10 8,098,689.40 283,782.20 8,382,471.60 Business combination under common control – 56,000.00 – – – 115,882.90 171,882.90 43,170.60 215,053.50 II. Opening balance 1,233,754.20 3,444,126.90 4,373.50 – 149,189.70 3,439,128.00 8,270,572.30 326,952.80 8,597,525.10 III. Changes during the year (I) Total comprehensive income – – 20,588.60 – – 1,173,466.40 1,194,055.00 32,534.60 1,226,589.60 (II) Shareholders’ capital contribution and capital reduction 1. Shareholders’ capital contribution – – – – – – – 416,152.10 416,152.10 2. Issuance of senior perpetual securities, net of issuing costs – – – – – – – 490,551.50 490,551.50 3. Acquisition of minority interests – 1.20 – – – – 1.20 -10.20 -9.00 (III) Profit distribution 1. Appropriation to surplus reserve – – – – 30,296.50 -30,296.50 – – – 2. Profit distribution to shareholders – – – – – -188,138.40 -188,138.40 -24,691.50 -212,829.90 (IV) Special reserve 1 Withdrawal during the year – – – 727,785.90 – – 727,785.90 – 727,785.90 2. Utilization during the year – – – -727,785.90 – – -727,785.90 – -727,785.90 (V) Others 1. Others – 355.20 – – – – 355.20 – 355.20 IV. Closing balance 1,233,754.20 3,444,483.30 24,962.10 0.00 179,486.20 4,394,159.50 9,276,845.30 1,241,489.30 10,518,334.60

– 84 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) Statement of Changes in Shareholders’ Equity of the Parent

2016 Unit: RMB’0000

Other Total Share Other equity Capital comprehensive Surplus Unallocated shareholders’ Item capital instruments reserve income capital profits equity

I. Closing balance of last year 1,357,954.20 – 4,649,355.20 14,896.40 212,023.20 846,107.00 7,080,336.00 II. Changes during the year (I) Total comprehensive income – – – -4,241.60 – 273,896.30 269,654.70 (II) Shareholders’ capital contribution and capital reduction 1. Shareholders’ capital contribution – 840,023.30 – – – – 840,023.30 (III) Profit distribution 1. Appropriation to surplus reserve – – – – 27,389.60 -27,389.60 – 2. Profit distribution to shareholders – – – – – -203,693.10 -203,693.10 III. Closing balance 1,357,954.20 840,023.30 4,649,355.20 10,654.80 239,412.80 888,920.60 7,986,320.90

– 85 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2015 Unit: RMB’0000

Other Total Share Capital comprehensive Surplus Unallocated shareholders’ Item capital reserve income capital profits equity

I. Closing balance of last year 1,233,754.20 3,900,905.10 2,792.30 179,486.20 738,337.50 6,055,275.30 II. Changes during the year (I) Total comprehensive income – – 12,104.10 – 325,369.60 337,473.70 (II) Shareholders’ capital contribution and capital reduction 1. Business combination under common control – -109,644.20 – – – -109,644.20 2. Shareholders’ capital contribution 124,200.00 858,094.30 – – – 982,294.30 (III) Profit distribution 1. Appropriation to surplus reserve – – – 32,537.00 -32,537.00 – 2. Profit distribution to shareholders – – – – -185,063.10 -185,063.10 III. Closing balance 1,357,954.20 4,649,355.20 14,896.40 212,023.20 846,107.00 7,080,336.00

2014 Unit: RMB’0000

Other Total Share Capital comprehensive Surplus Unallocated shareholders’ Item capital reserve income capital profits equity

I. Closing balance of last year 1,233,754.20 3,900,905.10 -2,715.00 149,189.70 626,057.10 5,907,191.10 II. Changes during the year (I) Total comprehensive income – – 5,507.30 – 302,964.90 308,472.20 (II) Profit distribution 1. Appropriation to surplus reserve – – – 30,296.50 -30,296.50 – 2. Profit distribution to shareholders – – – – -160,388.00 -160,388.00 III. Closing balance 1,233,754.20 3,900,905.10 2,792.30 179,486.20 738,337.50 6,055,275.30

– 86 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(II) Changes in Scope of Consolidated Statements

The scope of consolidated statements of the Company for the past three years and the latest period was in compliance with relevant rules of the Ministry of Finance and the Enterprise Accounting Standards. The major changes in the scope of consolidated statements of the Company for the past three years and the latest period and the relevant reasons are set out below:

Reason for the change in scope of Item Name of subsidiaries consolidation

2014

No major changes

2015

Addition in the scope of Chongqing Tiefa Suiyu Highway Co., Business combination under common consolidation Ltd. control Elimination in the scope CRCC Real Estate Group Beijing Jinjun Disposal of subsidiary of consolidation Xingsheng Property Co., Ltd. Elimination in the scope CRCC Real Estate Co., Ltd. Disposal of subsidiary of consolidation

2016

Addition in the scope of CIDEON Engineering GmbH & Co. KG Business combination under non- consolidation common control Addition in the scope of CIDEON Engineering Verwaltungs Business combination under non- consolidation GmbH common control Addition in the scope of CIDEON Schweiz AG Business combination under non- consolidation common control

January to September 2017

No major changes

– 87 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(III) Major Financial Indicators for the Most Recent Three Years and the Latest Period

1. Return on Net Assets and Earnings Per Share

Set out below are the return on net assets and earnings per share of the Company calculated according to the Compilation Rules for Information Disclosures by Companies that Offer Securities to the Public (No. 9): Calculation and Disclosure of Rate of Return on Equity and Earnings per Share (2010 Revision) issued by the CSRC:

January to Major financial September indicators 2017 2016 2015 2014

Basic earnings per share (RMB/share) 0.78 1.03 0.98 0.95 Diluted earnings per share (RMB/share) 0.74 1.01 0.98 0.95 Basic earnings per share after extraordinary profit or loss (RMB/share) 0.73 0.95 0.90 0.86 Weighted average return on net assets (%) 8.23 11.55 12.41 13.40 Weighted average return on net assets after extraordinary profit or loss (%) 7.73 10.66 11.37 12.14

2. Other Major Financial Indicators

30 September 31 December 31 December 31 December Item 2017 2016 2015 2014

Current ratio (times) 1.23 1.25 1.19 1.21 Quick ratio (time) 0.66 0.70 0.68 0.68 Gearing ratio (consolidated statements) (%) 80.82 80.42 81.49 83.13 Gearing ratio (statements of the Parent) (%) 44.89 47.96 46.52 51.71

– 88 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

January to September Item 2017 2016 2015 2014

Operating gross profit margin (%) 8.80 9.21 11.45 10.94 Turnover ratio of account receivables (times/year) 3.32 4.81 4.93 5.84 Inventory turnover (times/year) 1.48 2.23 2.25 2.46 Net cash flows from operating activities (RMB’0000) -1,984,322.80 3,713,757.90 5,037,510.70 674,200.00

Note: The above data was calculated on consolidated basis.

(IV) Management Discussion and Analysis

1. Analysis of Asset Composition

Set out below is the asset composition of the Company as at the end of each of the most recent three years and the latest period:

Unit: RMB’0000

30 September 2017 31 December 2016 31 December 2015 31 December 2014 Item Amount Percentage Amount Percentage Amount Percentage Amount Percentage

Cash and bank balances 11,074,859.50 13.35% 12,870,199.40 16.95% 12,193,400.90 17.52% 9,840,696.80 15.78% Financial assets at fair value through profit or loss 25,183.20 0.03% 32,337.60 0.04% 21,843.70 0.03% 11,020.40 0.02% Bills receivable 317,507.10 0.38% 435,058.00 0.57% 249,364.00 0.36% 289,821.20 0.46% Accounts receivable 14,406,176.00 17.36% 13,342,760.90 17.57% 12,802,844.30 18.39% 11,552,850.50 18.53% Advances to suppliers 2,677,735.20 3.23% 1,995,561.10 2.63% 2,319,440.20 3.33% 2,772,638.40 4.45% Interests receivable 17,531.80 0.02% 23,939.00 0.03% 27,458.60 0.04% 30,683.90 0.05% Other receivables 5,325,524.30 6.42% 4,562,628.70 6.01% 4,018,000.10 5.77% 3,458,543.50 5.55% Dividends receivable 2,155.20 0.00% 5,543.60 0.01% 11,790.10 0.02% 2,320.50 0.00% Inventories 30,243,271.30 36.45% 26,578,067.20 35.00% 24,559,113.90 35.28% 22,792,961.90 36.55% Current portion of non-current assets 954,773.30 1.15% 961,838.50 1.27% 1,191,615.00 1.71% 1,265,774.00 2.03% Other current assets 696,855.40 0.84% 322,097.20 0.42% 129,952.40 0.19% 113,420.40 0.18%

Total current assets 65,741,572.30 79.24% 61,130,031.20 80.50% 57,524,823.20 82.64% 52,130,731.50 83.60%

– 89 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

30 September 2017 31 December 2016 31 December 2015 31 December 2014 Item Amount Percentage Amount Percentage Amount Percentage Amount Percentage

Loans and advances to customers 234,919.40 0.28% 396,600.00 0.52% – – – – Available-for-sale financial assets 824,706.20 0.99% 655,482.90 0.86% 654,643.60 0.94% 458,018.40 0.73% Held-to-maturity investments 4.10 0.00% 4.1 0.00% 126.9 0.00% 126.9 0.00% Long-term receivables 4,211,332.90 5.08% 2,961,311.50 3.90% 2,488,595.10 3.58% 2,475,339.00 3.97% Long-term equity investments 1,049,052.10 1.26% 793,642.60 1.05% 415,779.60 0.60% 349,902.20 0.56% Investment properties 331,903.20 0.40% 334,004.90 0.44% – – – – Fixed assets 4,394,288.40 5.30% 4,215,155.90 5.55% 4,182,068.00 6.01% 4,163,192.40 6.68% Construction in progress 392,002.60 0.47% 308,343.10 0.41% 318,341.60 0.46% 281,780.60 0.45% Intangible assets 5,145,076.50 6.20% 4,567,953.40 6.02% 3,586,515.00 5.15% 2,237,777.40 3.59% Goodwill 19,465.10 0.02% 19,466.20 0.03% 10,329.30 0.01% 10,329.30 0.02% Long-term deferred expenses 41,220.60 0.05% 40,772.20 0.05% 26,046.30 0.04% 26,347.80 0.04% Deferred tax assets 297,944.70 0.36% 281,139.70 0.37% 237,382.10 0.34% 220,222.20 0.35% Other non-current assets 280,844.80 0.34% 230,595.70 0.30% 164,982.30 0.24% 2,832.00 0.00%

Total non-current assets 17,222,760.60 20.76% 14,804,472.20 19.50% 12,084,809.80 17.36% 10,225,868.20 16.40%

Total assets 82,964,332.90 100.00% 75,934,503.40 100.00% 69,609,633.00 100.00% 62,356,599.70 100.00%

As at 31 December 2014, 2015 and 2016 and 30 September 2017, total assets of the Company amounted to RMB623.5659970 billion, RMB696.09633 billion, RMB759.345034 billion and RMB829.643329 billion, respectively. The scale of assets had increased gradually during the years with the continued expansion in business scale of the Company.

Current assets of the Company primarily included inventories, accounts receivable and cash and bank balances. As at 31 December 2014, 2015 and 2016 and 30 September 2017, current assets of the Company represented 83.60%, 82.64%, 80.50% and 79.24% of total assets respectively, which were relatively high. The higher proportion of current assets of the Company is in line with the characteristics of the construction industry, mainly due to:

(1) Influenced by the characteristic of the Company being principally engaged in the infrastructure construction industry, the account receivables of the Company have a relatively long collection cycle, resulting in the relatively high proportion of the balance of accounts receivables.

– 90 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) The industry where the Company is operating in, is a capital-intensified industry. The Company has to maintain funds for the payment of raw materials, payrolls, contractor fees and other expenses. Hence, monetary funds of the Company represented a relatively high proportion.

During the reporting period, non-current assets of the Company primarily included fixed assets, intangible assets and long-term receivables. As at 31 December 2014, 2015 and 2016 and 30 September 2017, non-current assets represented 16.40%, 17.36%, 19.50% and 20.76% of the total assets respectively, details of which are as follows:

(1) Fixed assets primarily included equipment, properties and buildings, vehicles, etc. During the reporting period, the Company maintained its fixed assets at a certain level so as to fulfill the needs for its operation management.

(2) Intangible assets primarily included land use right, concession, mining right, etc. As at the end of each reporting period, intangible assets grew year on year, mainly due to the concessions for new construction projects under business expansion of the Company.

(3) Long-term receivables primarily included receivables for BT projects, receivables for primary land development, deposits for construction works, etc. During the reporting period, the business scale of the Company increased gradually, resulting in the corresponding increase in long-term receivables.

– 91 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2. Analysis of Liability Composition

Set out below is the liability composition of the Company as at the end of each of the most recent three years and the latest period:

Unit: RMB’0000

30 September 2017 31 December 2016 31 December 2015 31 December 2014 Item Amount Percentage Amount Percentage Amount Percentage Amount Percentage

Short-term loans 3,953,179.20 5.90% 3,042,852.20 4.98% 4,337,088.00 7.65% 4,559,103.90 8.79% Customer deposits 162,032.50 0.24% 148,076.40 0.24% 511,684.20 0.90% 80,766.40 0.16% Due to banks 100,000.00 0.15% – – 600,000.00 1.06% – – Financial liabilities at fair value through profit or loss 4,095.80 0.01% – – – – – – Bills payable 3,944,262.00 5.88% 2,851,148.90 4.67% 2,627,910.90 4.63% 2,155,614.80 4.16% Accounts payable 26,155,104.50 39.01% 26,146,598.50 42.82% 22,597,624.30 39.84% 20,553,079.60 39.65% Advances from customers 10,488,488.40 15.64% 8,833,150.80 14.47% 7,598,110.60 13.39% 6,381,541.30 12.31% Employee benefits payable 832,698.60 1.24% 906,933.90 1.49% 859,626.80 1.52% 741,021.20 1.43% Taxes payable 378,182.00 0.56% 557,778.00 0.91% 949,973.70 1.67% 978,193.10 1.89% Interests payable 119,159.90 0.18% 114,098.40 0.19% 100,837.00 0.18% 85,772.80 0.17% Dividends payable 16,278.40 0.02% 61,251.00 0.10% 46,064.80 0.08% 40,947.10 0.08% Other payables 4,944,256.00 7.37% 4,887,178.40 8.00% 4,543,415.40 8.01% 4,007,975.30 7.73% Current portion of non-current liabilities 1,987,163.70 2.96% 1,257,198.00 2.06% 3,243,417.00 5.72% 2,862,142.50 5.52% Other current liabilities 301,266.50 0.45% 293,668.90 0.48% 372,163.70 0.66% 574,151.70 1.11%

Total liabilities 53,386,167.50 79.62% 49,099,933.40 80.41% 48,387,916.40 85.30% 43,020,309.70 82.99%

– 92 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

30 September 2017 31 December 2016 31 December 2015 31 December 2014 Item Amount Percentage Amount Percentage Amount Percentage Amount Percentage

Long-term loans 8,857,286.50 13.21% 6,903,243.20 11.31% 4,739,844.80 8.36% 5,378,672.90 10.38% Bonds payable 4,335,368.60 6.47% 4,490,203.70 7.35% 3,105,894.80 5.48% 2,721,266.70 5.25% Long-term payables 137,025.60 0.20% 184,318.30 0.30% 220,876.50 0.39% 458,039.10 0.88% Long-term employee benefits payable 50,114.40 0.07% 96,900.70 0.16% 141,646.40 0.25% 189,738.10 0.37% Special payables 83,156.10 0.12% 72,311.30 0.12% 55,204.80 0.10% 41,743.60 0.08% Estimated liabilities – – – – – – 397.7 0.00% Deferred income 73,376.50 0.11% 65,956.90 0.11% 33,286.90 0.06% 20,510.60 0.04% Deferred tax liabilities 30,406.20 0.05% 27,649.10 0.05% 43,045.90 0.08% 7,586.70 0.01% Other non-current liabilities 100,379.50 0.15% 122,388.20 0.20% – – – –

Total non-current liabilities 13,667,113.40 20.38% 11,962,971.40 19.59% 8,339,800.10 14.70% 8,817,955.40 17.01%

Total liabilities 67,053,280.90 100.00% 61,062,904.80 100.00% 56,727,716.50 100.00% 51,838,265.10 100.00%

As at 31 December 2014, 2015 and 2016 and 30 September 2017, total liabilities of the Company amounted to RMB518.382651 billion, RMB567.277165 billion, RMB610.629048 billion and RMB670.532809 billion respectively. The scale of liability of the Company experienced an upward trend during the years.

As at 31 December 2014, 2015 and 2016 and 30 September 2017, current liabilities of the Company represented 82.99%, 85.30%, 80.41% and 79.62% of total liabilities respectively, which were relatively high. During the reporting period, current liabilities of the Company primarily included accounts payable and advances from customers, among which the proportion of account payables was the highest, mainly due to the payment for raw materials, construction fees for constructors, etc. incurred in principal business segments. Receipt in advance primarily included construction fee prepaid by owners and the receipt of house purchase in advance for the property business.

Non-current liabilities of the Company primarily included long-term loans and bonds payables. In order to fulfill the capital requirements for business growth, the Company maintained financing through bank borrowings, issue of medium-term notes and foreign currency bonds.

– 93 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

3. Analysis of Solvency

Set out below are the major indicators for solvency of the Company for the most recent three years and the latest period:

30 September 31 December 31 December 31 December Item 2017 2016 2015 2014

Current ratio (times) 1.23 1.25 1.19 1.21 Quick ratio (time) 0.66 0.70 0.68 0.68 Gearing ratio (consolidated statements) 80.82% 80.42% 81.49% 83.13% Net cash flows from operating activities (RMB’0000) -1,984,322.80 3,713,757.90 5,037,510.70 674,200.00

As at the end of each reporting period, gearing ratios of the Company were 83.13%, 81.49%, 80.42% and 80.82%, respectively, which basically maintained stable and demonstrated a downward momentum, but were still at a relatively high level. Current ratios of the Company were 1.21, 1.19, 1.25 and 1.23, respectively, and quick ratios were 0.68, 0.68, 0.70 and 0.66, respectively. During the reporting period, short-term solvency of the Company had maintained stable in general.

In 2014, 2015 and 2016, net cash flows from operating activities were positive, reflecting satisfactory cash flows from principal operations of the Company. From January to September 2017, net cash flows from operating activities amounted to RMB-19,843.228 million mainly due to the seasonal settlement effects.

4. Analysis of Operating Ability

Set out below are the major indicators for operating ability of the Company for the most recent three years and the latest period:

January to Item September 2017 2016 2015 2014

Receivables turnover ratio (time(s)/year) 3.32 4.81 4.93 5.84 Inventories turnover ratio (time(s)/year) 1.48 2.23 2.25 2.46 Total assets turnover ratio (time(s)/year) 0.58 0.86 0.91 1.01

– 94 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

Note: Indicators on operating ability for 2017 have not been annualized.

During the reporting period, the business structure of the Company was relatively stable. Operating income and assets scale grew gradually, and various operating ability indicators maintained at satisfactory levels, reflecting the steady operating efficiency of the Company.

5. Analysis of Profitability

Set out below are major items of the income statement of the Company for the most recent three years and the latest period:

Unit: RMB’0000

January to September 2017 2016 2015 2014 Proportion Proportion Proportion Proportion Item Amount to revenue Amount to revenue Amount to revenue Amount to revenue

Operating revenue 46,038,453.50 100.00% 62,932,709.00 100.00% 60,053,873.00 100.00% 59,330,267.50 100.00% Operating costs 41,988,445.70 91.20% 57,137,753.20 90.79% 53,175,632.80 88.55% 52,837,491.60 89.06% Taxes and surcharges 226,549.30 0.49% 814,420.80 1.29% 1,801,647.40 3.00% 1,804,243.20 3.04% Selling expenses 279,170.80 0.61% 417,767.30 0.66% 370,366.20 0.62% 327,216.30 0.55% General and administrative expenses 1,989,351.00 4.32% 2,408,961.70 3.83% 2,283,561.20 3.80% 2,288,954.40 3.86% Finance costs 234,298.40 0.51% 273,170.50 0.43% 438,502.90 0.73% 436,888.50 0.74% Operating profit 1,326,882.30 2.88% 1,813,133.60 2.88% 1,660,904.30 2.77% 1,495,882.80 2.52% Total profit 1,379,233.30 3.00% 1,896,957.50 3.01% 1,711,303.80 2.85% 1,553,243.40 2.62% Net profit 1,112,310.60 2.42% 1,485,083.10 2.36% 1,337,443.40 2.23% 1,206,001.00 2.03% Net profit attributable to owners of the Parent 1,052,878.30 2.29% 1,399,961.00 2.22% 1,264,547.80 2.11% 1,173,466.40 1.98%

Operating revenue of the Company was primarily generated from engineering contracting. During the reporting period, revenue of the Company recorded steady growth, which was mainly due to:

(1) Adhering to the leading position in the market and through thorough implementation of integrative operation of joint stock company, group company being the operating entity and cooperative operation of the third-level company, the Company has put more efforts on high-end operation and operational synergy, which promoted the continuous increase in the scale of operation of the Company during the reporting period.

– 95 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(2) The Company continuously promoted the reform of operational mechanism and the adjustment of market layout and further expanded the scale of the engineering business, achieving considerable progress in overseas operation, capital operation, property and other fields, which resulted in significant enhancement of the Company’s equipment and level of mechanization.

(3) During the reporting period, the Company continuously optimized the structure of the engineering contracting business, with increasing newly-signed contract amount and its proportion of the “non-two-road” business in addition to the stable development of the traditional “two-road” business, and rapid development in the urban rail and municipal market, both contract amounts of which exceed RMB100 billion.

Operating costs of the Company primarily included material cost of the engineering construction business, labor cost, etc. During the reporting period, the growth in operating costs was in line with that of revenue.

Among the expenses for the period, the proportion of general and administrative expenses was relatively high, which primarily included employee benefits, research and development expenses, depreciation on fixed assets, office fees, travelling fees, etc. In 2014, 2015 and 2016 and January to September 2017, general and administrative expenses represented 3.86%, 3.80%, 3.83% and 4.32% of revenue for the period respectively. The Company had established a comprehensive internal control system, which enabled the Company to control various general and administrative expenses proactively and effectively while expanding the business scale. The proportion of general and administrative expenses was maintained at a reasonable level.

In 2014, 2015 and 2016 and January to September 2017, net profits of the Company amounted to RMB12.06001 billion, RMB13.374434 billion, RMB14.850831 billion and RMB10.528783 billion, respectively. During the reporting period, various businesses of the Company developed steadily. There was an upward trend in revenue scale, while profitability grew steadily.

(V) Future Business Objectives and Profitability Sustainability Analysis

1. Future Business Objective Analysis

The development strategies of the Group are: construction-oriented, relevant diversification, integrated operation and advance through transformation, so as to develop into a high value creative multinational construction industry group with world-leading economic power, world-leading technological power and world-leading competitive power. – 96 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

Construction-oriented – Adhering to construction-oriented, seizing the historical opportunity of domestic infrastructure market, closely following and integrating into “Beijing-Tianjin-Hebei integration”, “the Yangtze River Economic Zone” and other national strategies as well as the “Belt and Road” Initiative and the opportunities for regional construction of the free trade zones in Shanghai, Tianjin, Guangdong and Fuzhou as well as the Liangjiang New Area in Chongqing and Gui’an New Area, and making layout in the relevant markets; meanwhile, focusing on national special industrial planning, continually expanding attractive segments and laying the foundation for long-term and sustainable development of the Company.

Relevant diversification – Through positive diversification expansion, the emerging industries which have broad market prospects and meet the national strategic development needs shall be included in the overall arrangement so that they can play a synergistic effect with existing business, improve the overall profitability of the enterprise, enhance the competitiveness of the main industry and expand brand influence.

Cooperative integration – Constructing the operating mode integrating with investment, design, construction, operation, real estate development and other industries, and giving full play to the whole industry chain advantage of CRCC.

Advance through transformation – Fully seizing the development opportunities such as construction industrialization, building informatization and Internet technology, and actively integrating these leading technologies into the industrial sectors and industry chain links so as to promote the transformation and upgrading of industrial structure, business model and operating model and to promote the development with transformation.

2. Profitability Sustainability Analysis

(1) Obvious Advantage in Comprehensive Competitive Strength

The Company is one of the strongest and largest scale integrated construction groups in the world. It was included among the “Top 250 Global Contractors” consecutively by Engineering News-Record (ENR), an American magazine and ranked No. 3 in 2016. It was listed among the Fortune “Global 500 Companies” consecutively, ranking No. 62 in 2016. It was listed among the “Top 500 Chinese Enterprises” consecutively, ranking No. 14 in 2016, achieving the overall layout centered on the engineering construction industry chain with strong market operation and expansion capability and outstanding industry-

– 97 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

leading position. The Company has financing platform of A+H listings and obtained sufficient bank credit. After years of operation, the Company has established its industry leadership in fields of engineering design and construction for plateau railways, high speed railways, expressways, bridges, tunnels and urban rail transits, created favorable brand effect and obtained stable customer base and abundant market resources.

(2) Industry-leading Technical Capability

Taking technological innovation as its core productivity, from the 1980s to the end of 2016, the Company has received 659 national-level awards in construction operation, survey, design and consultancy and other fields, including 69 National Prizes for Progress in Science and Technology, 125 National Prizes for “Four Excellences” in Survey and Design, 80 Zhan Tianyou Civil Engineering Awards, 271 National High-Quality Projects Awards and 114 Luban Prizes for China Construction. The Company holds 6,627 patents and 292 national-level engineering methods. The Company has been in a leading level both at home and abroad in the high-speed rail design and construction technologies, with outstanding rail design and construction capability for plateau, frozen soil, strong wind, etc., representing the world’s leading level.

In addition, as of the end of 2016, the Company boasts an excellent professional talent team consisting of one member of Chinese Academy of Engineering, 10 National Survey and Design Masters, 11 national candidates of the “BaiQianWan Talents Project (百千萬人才工程)”, and 249 experts who are recipients of special subsidies granted by the State Council. The aforesaid advantages in technologies and professional talents will help the Company maintain its industry leadership in technology.

(3) Impeccable Industrial Structure and Layout

The businesses of the Company cover the engineering contracting, survey design consulting, equipment manufacturing, real estate development, capital operation, material logistics and finance industry which constitute integrated & one-stop industry chain covering scientific research, planning, survey, design, construction, supervision, maintenance, operation, investment and financing, etc., with capability of expansion and synergy along the whole industry chain. Relevant business structure helps the Company exploit customers’ demands from different perspectives to enhance customer loyalty, so as to ensure favorable and sustainable development of the Company’s business.

– 98 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(4) Resealable and Efficient Organization Management Structure

The Company will continue to optimize the organization management structure, continuously standardize the organization management system of three- level legal person and four-level management to strictly control the newly- established legal-person enterprises, and gradually shorten the management chain to effectively reduce the management cost. Based on the overall strategy of specialized operation, CRCC has established six specialized subsidiaries and therefore enhanced significantly its capability of specialized operation, while number of companies at the 3rd and 4th level characterized by small size, low efficiency and deviation from development of main businesses has been reduced substantially. The Company has continuously strengthened the integrative recombination and streamlining to effectively improve the management efficiency. It has compressed the management level and reduced the number of legal persons orderly, with significant work effect. It has further reformed, adjusted and optimized the organization setup of HQ to build the management system and operating mechanism with powerful control, identified responsibility and unobstructed operation.

IV. USE OF PROCEEDS FROM THE PUBLIC OFFERING OF CONVERTIBLE BONDS

The total amount of proceeds to be raised from convertible bonds will not exceed RMB10 billion (inclusive), which will be used for the following projects after deducting the issuance expenses:

Unit: RMB’0000

Amount of proceeds to be No. Item Contract amount used

Total 4,720,431 1,000,000

– 99 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

If the net proceeds from the issuance are less than the amount of the proceeds proposed to be invested in the above projects, the Company will adjust and determine the final specific investment projects to be financed by the proceeds, order of priority and the specific investment amounts of each project based on the actual net proceeds and the priority of each project, and will make up the shortfall by utilizing the own funds of the Company or through other financing methods.

Before the receipt of the proceeds from the issuance of convertible bonds, the Company will implement the projects using its own funds depending on the actual progress of the projects. Such capital will be replaced according to the relevant regulations upon the receipt of the proceeds.

Specific details please refer to the Feasibility Analysis Report on the Use of Proceeds Raised from the Public Issuance of A Share Convertible Bonds by China Railway Construction Corporation Limited published by the Company on the website of Shanghai Stock Exchange on the same date.

V. PROFIT DISTRIBUTION POLICY AND DISTRIBUTION CONDITIONS OF THE COMPANY

(I) Recent Profit Distribution Policy of the Company

Pursuant to the Articles of Association and the Resolution on the Shareholders’ Return Plan for the Next Three Years of 2015–2017 of China Railway Construction Corporation Limited considered and approved at the 2015 First Extraordinary General Meeting of the Company, the recent profit distribution policy of the Company is as follows:

1. Factors Considered and Basic Principles for Return on Shareholders’ Dividends

The Company will focus on its strategic objective and future sustainable development, taking into overall consideration factors such as the Company’s actual situation, development plans, Shareholders’ wills and needs, cost of external financing and financing environment, cash flow position, etc., balancing Shareholders’ short- term interest and long-term returns, the Company has established a sustained, stable and scientific return plan and mechanism for investors in order to make specific institutional arrangements on profit distribution to secure the continuity and stability of the profit distribution policy.

The Company shall implement a sustainable and stable profit distribution policy while in the meantime taking into full account the opinions of Shareholders’ (particularly minority Shareholders) and independent Directors. The Company’s profit distribution policy gives weight to the reasonable return on investments to investors while taking into account the sustainable development of the Company, and the profit distribution

– 100 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

in form of cash shall be given priority on the premise of meeting the cash demands of the production and operation and sustainable development of the Company. The Company shall optimize its cash dividend system and sustain the consistency, reasonableness and stability of the cash dividend policy.

2. Shareholders’ Return Plan for the Next Three Years of 2015–2017

(1) Method of Profit Distribution

The Company may implement dividend distribution in the form of cash, shares or a combination of both cash and shares. Subject to the satisfaction of the conditions for distribution of cash dividend, profit distribution in the form of cash dividend shall prevail. In case of profit distribution in the form of scrip, the Company’s development, the dilution of net assets per share and other actual and reasonable factors shall be given consideration.

(2) Intervals of Profit Distribution

Taking into full account the return on investments to investors, the Company shall distribute its profits to Shareholders once every year in accordance with the stipulated proportion of distributable profit recorded in the consolidated statements for that year. Where conditions permit, the Company may also distribute interim dividends.

(3) Conditions and Proportion of Profit Distribution

a. conditions, proportion and intervals of cash dividend

Except for special cases, in the case the Company has recorded profits and the accumulated undistributed profits are positive for the current year, the Company shall distribute dividends in the form of cash, and the dividends distributed by way of cash each year shall not be less than 15% of the distributable profit recorded in the consolidated statements for that year. The aforesaid special cases refer to (1) the issuance of non-standard unqualified audit report by the auditor in respect of the Company’s financial report for that year; and (2) the occurrence of major investment plan or major capital expenditure of the Company (except for fundraising projects). Major investment plan or major capital expenditure represent means that the accumulated expenditure of the Company for external investment and acquisition of assets during the next 12 months reaches or exceeds 30% the audited net assets for the latest period.

– 101 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

In the case the aforesaid conditions of cash dividend are met, in principle, the Company shall distribute cash dividends once every year, and the Board of the Company may propose interim cash dividends to the Company according to the Company’s profitability and capital requirements.

b. differentiated cash dividend policy

In the next three years, the Board of the Company shall take into overall consideration factors such as characteristics of the industry, stage of development, its business model, profitability level and whether or not major capital expenditure arrangements are needed, and propose the differentiated cash dividend policy by differentiating the following situations and in accordance with the procedures stipulated in the Articles of Association:

(a) Where the Company is in a developed stage with no substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 80% of the total profit distribution during the profit distribution;

(b) Where the Company is in a developed stage with substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 40% of the total profit distribution during the profit distribution;

(c) Where the Company is in a developing stage with substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution during the profit distribution.

If it is difficult to determine the Company’s stage of development while it has significant capital expenditure arrangements, the profit distribution may be dealt with pursuant to the rules applied in the previous distribution.

– 102 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

c. conditions of dividend distribution in shares

Where the Company’s business is in a sound condition, and the Board considers that the stock price of the Company does not reflect its share capital size and distributing dividend in shares will be favorable to all the Shareholders of the Company as a whole, provided that the above conditions for cash dividend distribution are fully satisfied, the Company may propose dividend distribution in shares.

(4) Consideration Procedures for Profit Distribution

The profit distribution plan of the Company shall be formulated by the management and then submitted to the Board and the supervisory committee of the Company for consideration. The Board shall fully discuss the rationality of the profit distribution plan and form a special resolution, and the independent Directors shall issue explicit independent opinions on the profit distribution plan and then submit such opinions to the general meeting for consideration. In consideration of the profit distribution plan at the general meeting, the Company shall provide Shareholders with online voting method.

In formulation of the cash dividend distribution plan, the Board shall study and discuss, among others, the timing, conditions as well as the minimum ratio, conditions for adjustments and the requirements of the procedures for decision making in respect of the cash dividend distribution, on which the independent Directors shall give specific opinions. The independent Directors may also collect opinions from the minority Shareholders, propose a dividend proposal and directly submit such proposal to the Board for consideration and approval.

If no cash dividend is to be distributed by the Company due to the aforesaid special cases, special explanation shall be given by the Board in respect of the specific reasons for not distributing cash dividends, the exact use of the Company’s retained earnings and the expected investment returns, submitted to the general meeting for consideration upon issuance of opinions by the independent Directors, and disclosed on the designated media of the Company.

– 103 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

3. Formulation Cycle of Shareholders’ Return Plan and the Relevant Decision Making Mechanism

(1) The Company shall reconsider the Shareholders’ return plan at least every three years to determine the Shareholders’ return plan for the next period according to the Company’s conditions and the Shareholders’ opinions, particularly opinions of minority Shareholders.

(2) The Shareholders’ return plan shall be formulated by the Company after taking into full account the Company’s profitability, cash flow position, stage of development and capital needs for the current period, and integrating the Shareholders’ opinions, particularly opinions of minority Shareholders. The Board shall study and discuss the Shareholders’ return plan which the independent Directors shall give independent opinions thereon and submit such opinions to the meeting for consideration and approval.

4. Adjustment to the Shareholders’ Return Plan

In case of any necessary adjustment to the established Shareholders’ plan due to the external operating environment or the Company’s operating needs, the Board shall conduct special discussion, demonstrate reasons for the adjustments in detail, come up with a written explanatory report and submit such report to the Shareholder’s meeting for approval by way of special resolution upon consideration by the independent Directors. In consideration of the matters in respect of changes in the profit distribution policy, the Company shall provide Shareholders with online voting method.

(I) Shareholders’ Return Plan for the Next Three Years of the Company

The Shareholders’ Return Plan for the Next Three Years (2018–2020) of China Railway Construction Corporation Limited was considered and approved at the 49th meeting of the third session of the Board and will be submitted to the general meeting for consideration, the contents of which are as follows:

1. Factors Considered for the Shareholders’ Return Plan

The Company will focus on its long-term and sustainable development, taking into overall consideration factors such as the Company’s actual situations of business development, Shareholders’ wills and needs, cost of social capital and external financing environment, etc., taking full

– 104 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

account the Company’s stage of development, its current and future profitability, cash flow position, etc., balancing the short-term and long- term interests, the Company has established a sustained, stable and scientific return plan and mechanism for investors in order to secure the continuity and stability of the profit distribution policy.

2. Principles for the Shareholders’ Return Plan

The Company shall implement a sustainable and stable profit distribution policy after taking into overall consideration the reasonable return on investments to investors and the long-term development of the Company, and taking into full account the opinions of Shareholders (particularly minority Shareholders) and independent Directors. The profit distribution in form of cash shall be given priority on the premise of meeting the capital demands of the production and operation and sustainable development of the Company. The Company shall optimize its cash dividend system and sustain the consistency, reasonableness and stability of the cash dividend policy.

3. Shareholders’ Return Plan for the Next Three Years of 2018–2020

(1) The Company may implement dividend distribution in the form of cash, shares or a combination of both cash and shares. Generally, the Company shall distribute cash dividends once every year, and where conditions permit, it may also distribute interim dividends.

(2) Conditions and Proportion of Cash Dividend of the Company

Special cases refer to:

a. the issuance of non-standard unqualified audit report by the auditor in respect of the Company’s financial report for that year; and

– 105 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

b. The occurrence of major investment plan or major cash expenditure of the Company (except for fundraising projects). Major investment plan or major cash expenditure represent means that the accumulated expenditure of the Company for external investment and acquisition of assets during the next 12 months reaches or exceeds 30% the audited net assets for the latest period.

(3) the Board of the Company shall take into overall consideration factors such as characteristics of the industry, stage of development, its business model, profitability level and whether or not major capital expenditure arrangements are needed, and propose the differentiated cash dividend policy by differentiating the following situations and in accordance with the procedures stipulated in the Articles of Association:

a. Where the Company is in a developed stage with no substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 80% of the total profit distribution during the profit distribution;

b. Where the Company is in a developed stage with substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 40% of the total profit distribution during the profit distribution;

c. Where the Company is in a developing stage with substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution during the profit distribution.

(4) where the Company’s business is in a sound condition, and the Board considers that the stock price of the Company does not reflect its share capital size and distributing dividend in shares will be favorable to all the Shareholders of the Company as a whole,

– 106 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

provided that the above conditions for cash dividend distribution are fully satisfied, the Company may propose dividend distribution in shares.

4. Consideration Procedures for the Profit Distribution Plan of the Company

(1) The profit distribution plan of the Company shall be formulated by the management and then submitted to the Board and the supervisory committee of the Company for consideration. The Board shall fully discuss the rationality of the profit distribution plan and form a special resolution, and the independent Directors shall issue an explicit independent opinion on the profit distribution plan and then submit such plan to the general meeting for consideration. In consideration of the profit distribution plan, the Company shall provide Shareholders with online voting method.

(2) In formulation of the cash dividend distribution plan, the Board shall study and discuss, among others, the timing, conditions as well as the minimum ratio, conditions for adjustments and the requirements of the procedures for decision making in respect of the cash dividend distribution, on which the independent Directors shall give specific opinions. The independent Directors may also collect opinions from the minority Shareholders, propose a dividend proposal and directly submit such proposal to the Board for consideration and approval.

(3) If no cash dividend is to be distributed by the Company due to the aforesaid special cases, special explanation shall be given by the Board in respect of the specific reasons for not distributing cash dividends, the exact use of the Company’s retained earnings and the expected investment returns, submitted to the general meeting for consideration upon issuance of opinions by the independent Directors, and disclosed on the designated media of the Company.

– 107 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

5. Formulation Cycle of Shareholders’ Return Plan and the Relevant Decision Making Mechanism

(1) The Board of the Company shall reconsider the plan every three years and shall make timely and resealable amendments to the plan pursuant to the changes in situations or policies in order to ensure the plan’s compliance with the relevant laws and regulations and the profit distribution plan as determined by the Articles of Association.

(2) In the coming three years, in case of any adjustments on the plan due to significant changes in the external operating environment or the Company’s business conditions, the new Shareholders’ return plan shall comply with the relevant laws and regulations and the Articles of Association.

(3) The relevant proposals on the adjustment or change in the Shareholders’ return plan shall be specially discussed by the Board, reasons for the adjustment shall be demonstrated in detail, and a written argumentation report shall be prepared and submitted to the general meeting for approval by way of special resolution upon consideration by independent Directors. In consideration of changes in the profit distribution policy, the Company shall provide online voting method for Shareholders.

(II) Profit Distribution of the Company in the Previous Three Years

1. Profit Distribution:

2014 profit distribution plan: The Company distributed cash dividends of RMB1,851 million (tax inclusive) in total to the Shareholders based on their shareholdings. The profit distribution plan was approved at the general meeting and the distribution was completed.

2015 profit distribution plan: The Company distributed cash dividends of RMB2,037 million (tax inclusive) in total to the Shareholders based on their shareholdings. The profit distribution plan was approved at the general meeting and the distribution was completed.

– 108 – APPENDIX II PRELIMINARY PLAN OF THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

2016 profit distribution plan: The Company distributed cash dividends of RMB2,173 million (tax inclusive) in total to the Shareholders based on their shareholdings. The profit distribution plan was approved at the general meeting and the distribution was completed.

2. Cash Dividend Distribution:

The cash dividend distribution of the Company in the previous three years is as follows:

Unit: RMB’0000

Net profit attributable to the ordinary Proportion to Shareholders of the net profit the Company attributable to the in the consolidated Shareholders in Cash dividends statements for the the consolidated Year (tax inclusive) year statements

2016 217,272.66 1,399,961.00 15.52% 2015 203,693.12 1,264,547.80 16.11% 2014 185,063.12 1,134,326.50 16.31%

The proportion of the accumulated cash dividends for the previous three years to the average net profit for the previous three years 47.86%

– 109 – APPENDIX III THE DILUTION OF IMMEDIATE RETURNS BY THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE REMEDIAL MEASURES

Pursuant to the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market 《國務院關於進一步促進資本市場健康發展的若干意見》( ) (Guo Fa [2014] No. 17), the Opinions of the General Office of the State Council on Further Strengthening the Protection of Small and Medium Investors’ Legitimate Interests in the Capital Market 《國務院辦公廳關於進一步加強資本( 市場中小投資者合法權益保護工作的意見》) (Guo Ban Fa [2013] No. 110) and the Guiding Opinions on Matters relating to the Dilution of Immediate Returns in Initial Public Offering, Refinancing and Major Assets Restructuring 《關於首發及再融資、重大資產重組攤薄即期回報有關事項的指導意見》( ) (CSRC Announcement [2015] No. 31), the Company has analyzed the potential impacts of the public issuance of A Share Convertible Bonds on the ordinary Shareholder’s interests and the immediate returns with reference to the actual conditions of the Company and will adopt the relevant remedial measures as set out below:

I. ANALYSIS OF IMPACT OF DILUTION OF IMMEDIATE RETURNS ARISING FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS ON KEY FINANCIAL INDICATORS OF THE COMPANY

(I) Assumptions

The impacts of the issuance of A Share Convertible Bonds on the Company’s key financial data and indicators are estimated mainly based on the following assumptions:

1. Assume that no significant changes occur in aspects such as the macro-economic environment, the development condition of the industry and the operating environment of the Company, etc.

2. Assume that the Company could complete the issuance of the A Share Convertible Bonds by the end of December 2017, and the proceeds raised from the financing would be in place. The time is only used to calculate the impacts of diluted immediate returns arising from the issuance of A Share Convertible Bonds on the Company’s key financial data and indicators, which is ultimately subject to the actual completion time of issuance upon the approval by CSRC.

3. Assume that the Company could raise total proceeds of not more than RMB10 billion (inclusive) from the issuance of the A Share Convertible Bonds (without considering the impact of issuance costs). The actual amount of proceeds raised from the issuance of A Share Convertible Bonds will be finally determined pursuant to the factors including approval of supervisory authorities, subscription for the A Share Convertible Bonds to be issued and issuance cost.

– 110 – APPENDIX III THE DILUTION OF IMMEDIATE RETURNS BY THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE REMEDIAL MEASURES

4. Assume that the conversion price of the A Share Convertible Bonds is RMB12.03 per Share, which is no less than the average trading price of A Shares in the 20 trading days or in the trading day preceding the announcement date (namely 7 November 2017) of the resolutions of the fiftieth meeting of the third session of the Board of the Company, or the latest audited net assets value per Share (which is higher). The conversion price is only used to calculate the impacts of dilution of immediate returns arising from the issuance of the A Share Convertible Bonds on the Company’s key financial data and indicators. The initial conversion price will be determined finally by the Board of the Company according to market conditions before the issuance as authorized by the general meeting, and ex-rights, ex-dividend adjustment or downward adjustment might be conducted.

5. Assume that no any other factors (including profit distribution and etc.), apart from the conversion of A Share Convertible Bonds into ordinary shares, will cause the changes in the ordinary share capital of the Company.

6. On 29 January 2016, the Company issued convertible bonds of US$500 million due on 29 January 2021. On 21 December 2016, the Company issued convertible bonds of RMB3.45 billion due on 21 December 2021. Assuming the bonds are converted in full at the current conversion price of HK$10.02 per Share in 2017, bonds denominated in US dollars will be converted into approximately 388,942,115 ordinary Shares; Assuming the bonds are converted in full at the current conversion price of HK$13.59 per Share in 2017, bonds denominated in RMB will be converted into approximately 285,303,590 ordinary Shares. The conversion amounts of the convertible bonds of US$500 million and RMB3.45 billion to be issued by the Company in 2018 are assumed to be consistent with that in 2017 (The assumption is only used for calculating the indicators of diluted earnings per Share).

7. Assume that the nominal interest rate of the A Share Convertible Bonds is 0.2%, and it is only a simulated or estimated rate, which does not constitute the forecast on actual nominal interest rate.

– 111 – APPENDIX III THE DILUTION OF IMMEDIATE RETURNS BY THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE REMEDIAL MEASURES

8. Not consider the impacts of the proceeds raised from the issuance on the Company’s production, operation and financial conditions (e.g. efficiency in the use of proceeds) at the moment.

9. Assume that no significant changes in the macro-economic environment, the development of the industry and the Company’s business environment. Based on the principle of prudence, assume that the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2017 will remain unchanged as compared to 2016, the Company’s growth in the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2018 will be 0%, 10% and 15% as compared to 2016. The above-mentioned profit forecast does not represent the Company’s forecast on future profit, which is only used to calculate the impact of diluted immediate returns arising from the issuance of A Share Convertible Bonds on the Company’s key financial data and indicators; and investors should not make any investment decision based on these grounds.

10. Basic earnings per Share and diluted earnings per Share are calculated pursuant to relevant provisions in the Compilation Rules for Information Disclosure by the Companies Offering Securities to the Public No. 9 – Calculation and Disclosure of Return on Equity and Earnings per Share.

(II) Impact on the Company’s key financial indicators

Based on the above assumptions, the impacts of the issuance of A Share Convertible Bonds on the key financial data and indicators of the Company are shown as follows:

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1. Scenario 1: based on the principle of prudence, assume that the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2017 will remain unchanged as compared to 2016; and the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2018 will represent a year-on-year increase of 0%.

Unit: RMB0’000, unless otherwise specified

For the year 2017 For the year 2018 Issuance of Issuance of A Share A Share Convertible Bonds Convertible Bonds with full Prior to without full conversion Items the issuance conversion on 30 June 2018

Total Shares (0’000 Shares) 1,357,954.15 1,357,954.15 1,439,188.92 Net profit attributable to the shareholders of the Company 1,399,961.00 1,398,461.00 1,399,211.00 Net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses 1,292,851.20 1,291,351.20 1,292,101.20 Basic earnings per share (RMB) 1.03 1.03 1.00 Diluted earnings per share (RMB) 0.98 0.93 0.95 Basic earnings per share after deduction of non-recurring gains and losses (RMB) 0.95 0.95 0.92 Diluted earnings per share after deduction of non-recurring gains and losses (RMB) 0.91 0.86 0.88

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2. Scenario 2: based on the principle of prudence, assume that the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2017 will remain unchanged as compared to 2016; and the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2018 will represent a year-on-year increase of 10%.

Unit: RMB0’000, unless otherwise specified

For the year 2017 For the year 2018 Issuance of Issuance of A Share A Share Convertible Bonds Convertible Bonds with full Prior to without full conversion Item the issuance conversion on 30 June 2018

Total Shares (0’000 Shares) 1,357,954.15 1,357,954.15 1,439,188.92 Net profit attributable to the shareholders of the Company 1,399,961.00 1,538,457.10 1,539,207.10 Net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses 1,292,851.20 1,420,636.32 1,421,386.32 Basic earnings per share (RMB) 1.03 1.13 1.10 Diluted earnings per share (RMB) 0.98 1.02 1.05 Basic earnings per share after deduction of non-recurring gains and losses (RMB) 0.95 1.05 1.02 Diluted earnings per share after deduction of non-recurring gains and losses (RMB) 0.91 0.94 0.97

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3. Scenario 3: based on the principle of prudence, assume that the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2017 will remain unchanged as compared to 2016; and the net profit attributable to the shareholders of the Company and the net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses in 2018 will represent an increase of 15%.

Unit: RMB0’000, unless otherwise specified

For the year 2017 For the year 2018 Issuance of Issuance of A Share A Share Convertible Bonds Convertible Bonds with full Prior to without full conversion Item the issuance conversion on 30 June 2018

Total Shares (0’000 Shares) 1,357,954.15 1,357,954.15 1,439,188.92 Net profit attributable to the shareholders of the Company 1,399,961.00 1,608,455.15 1,609,205.15 Net profit attributable to the shareholders of the Company after deduction of non-recurring gains and losses 1,292,851.20 1,485,278.88 1,486,028.88 Basic earnings per share (RMB) 1.03 1.18 1.15 Diluted earnings per share (RMB) 0.98 1.07 1.10 Basic earnings per share after deduction of non-recurring gains and losses (RMB) 0.95 1.09 1.06 Diluted earnings per share after deduction of non-recurring gains and losses (RMB) 0.91 0.99 1.01

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(III) Notes on the estimate

The above assumptions in relation to the impacts of the issuance of A Share Convertible Bonds on the Company’s key financial data and indicators do not represent the Company’s judgment of the operation or development trend for the year 2018, and do not constitute the Company’s profit forecasts. Investors shall not make investment decisions on these grounds. The Company assumes no liability for any loss of investors thus incurred.

II. RISK WARNING FOR DILUTION OF IMMEDIATE RETURNS ARISING FROM THE ISSUANCE OF A SHARE CONVERTIBLE BONDS

After the issuance of A Share Convertible Bonds and before the conversion of all bonds, the number of the Company’s outstanding dilutive potential ordinary Shares will increase correspondingly; if the financial returns on raised proceeds are not taken into consideration, the diluted earnings per Share for the year when the Company completes the issuance of A Share Convertible Bonds and that after deduction of non-recurring gains and losses are likely to decline.

After the issuance of the A Share Convertible Bonds and before the conversion, the Company is required to pay interest to the investors whose A Share Convertible Bonds have not been converted at the agreed coupon rate; as the coupon rate of the A Share Convertible Bonds is generally low, the profit growth due to the Company’s use of proceeds raised from issuance of A Share Convertible Bonds will exceed the bond interest paid to investors of A Share Convertible Bonds under the normal circumstances, which will not cause any reduction in the Company’s overall revenue; in extreme cases, if such profit growth cannot cover the bond interest paid to investors, the after- tax profit of the Company will face the risk of falling, hence diluting immediate returns of the Company’s ordinary Shareholders.

After the conversion of all or part of A Share Convertible Bonds held by investors, total Shares and net assets of the Company will increase accordingly. As the investment projects for fund raising are subject to a certain period of development and the projects will take some time to produce benefits, the returns of Shareholders during the construction period is still mainly realized through existing business, and certain dilutive effect may be generated on the proportions of shareholding of the existing Shareholders of the Company, return on equity of net assets of the Company and earnings per Share of the Company.

In addition, the terms on downward adjustment to conversion price have been set forth for the A Share Convertible Bonds. When the terms are triggered, the Company may apply for downward adjustment to the conversion price, resulting in the increase of total Shares due to the conversion of A Share Convertible Bonds and the amplification of potential dilutive effect of the conversion on existing Shareholders of the Company.

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III. NECESSITY AND RATIONALITY OF THE ISSUANCE OF A SHARE CONVERTIBLE BONDS

(I) Necessity analysis of the public issuance of A Share Convertible Bonds

1. The issuance of A Share Convertible Bonds is an important measure of the Company to develop our principal business by seizing the opportunities brought about by national strategies such as “Belt and Road”

Currently, the domestic macro economy is at a key stage of striving to maintain a steady growth and deepening the adjustment to the economic structure, and investment in infrastructure construction and the overall construction engineering market are expected to increase steadily. In particular, the country’s speeding up the construction of railways in the central and western regions and new type of urbanization construction bring broad market room for the Company. In addition, the CPC Central Committee and the State Council have actively rolled out the Three Strategies (“Belt and Road”, the coordinated development of the Beijing-Tianjin-Hebei region and the development of the Yangtze River Economic Belt), continuously promoted urbanization, shanty town renovation and upgrading of transportation facilities in the central and western regions since 2015.

The Company is one of the strongest and largest ultra-scale integrated construction groups in China and in the world. The business of the Company comprises construction contracting, survey, design and consultancy, industrial manufacturing, real estate development, logistics and materials trade and other businesses, which constitute a seamless industry chain covering scientific research, planning, survey, design, construction, supervision, maintenance, operation, investment and financing, etc.. The Company is a core enterprise implementing the above-mentioned national strategies, and with the further promotion of the related national strategies and policies, the Company will enjoy broader business room.

Given this backdrop, it is necessary for the Company to adequately utilize the capital market to raise necessary capital required for business expansion in order to seize the business opportunities brought about by the abovementioned national strategies, and continue to make the core business bigger and stronger for enhancement of the core competitiveness of the Company.

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2. The issuance of A Share Convertible Bonds is an important measure of the Company to optimize the Company’s financial structure, reduce finance costs, and enhance the capability of risk prevention

As of 30 September 2017, the consolidated asset-liability ratio of the Company was 80.82%, which is higher than the average level of listed companies in the industry. The expansion capability of the business scale of the Company was limited by the overall capital and liability conditions of the Company to a certain extent. The issuance of A Share Convertible Bonds will increase the liabilities scale of the Company within a short term, and increase the asset-liability ratio of the Company, while the finance costs of the Company will be reduced to a certain extent due to generally low coupon rate of A Share Convertible Bonds. From the perspective of medium and long term, upon part or full conversion of A Share Convertible Bonds, the net assets of the Company will increase simultaneously while the asset-liability ratio will decrease correspondingly. As such, it is necessary for the Company to replenish the capital of the Company through issuance of A Share Convertible Bonds, in order to decrease the asset-liability ratio of the Company, improve the capital structure of the Company, further optimize the financial condition, reduce the insolvency risk and enhance the risk prevention capability, and promote the healthy development of the Company’s business with a good momentum, thereby maximizing the interests of Shareholders.

(II) Rationality analysis of the public issuance

1. The projects to be financed by the proceeds raised from the public issuance of A Share Convertible Bonds have promising prospects on return

The proceeds to be raised from the public issuance of A Share Convertible Bonds will be invested in the development and construction of Construction Project of Phase I and II of Metro Line 6 of Chengdu, Deyang–Dujiangyan Section of G0511 Expressway Project and Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project, which have promising prospects on return rate and internal revenue rate. As a result, although the public issuance of A Share Convertible Bonds may result in certain dilution to the immediate returns of the Company within the short term without taking into account the returns of the projects to be financed by the raised proceeds based on the estimation, the profitability, investment and financing capability, research and development capability and development potential of the Company will be strengthened progressively with the commencement of construction and gradual release of results of the projects to be financed by the raised proceeds, and earnings per Share of the Company will be improved in the medium and long term, thereby enhancing Shareholders’ return.

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2. The public issuance is beneficial to the reduction of finance costs of the Company, decreases of asset-liability ratio level, and the optimization of the financial structure of the Company

Upon completion of the issuance of A Share Convertible Bonds, although the Company will still have to pay for the nominal interest in the short term, it contributes to the reduction of the Company’s finance costs to a certain extent due to the low interest rate of A Share Convertible Bonds. Furthermore, upon the full conversion of the A Share Convertible Bonds to Shares in the future, the Company’s asset-liability ratio will be decreased. According to preliminary calculation of the current stock price, the asset-liability ratio of the Company will decrease by 0.96 percentage points from 80.82% to 79.86%. Therefore, the public issuance of A Share Convertible Bonds helps to optimize the capital structure of the Company, enhance the capital operation efficiency of the Company, mitigate the pressure on financial costs of the Company effectively, and further releases the growth potential of the Company.

IV. RELATIONS OF THE PROJECTS TO BE FINANCED BY THE RAISED PROCEEDS WITH THE COMPANY’S EXISTING BUSINESSES, AND THE RESERVES IN TERMS OF PERSONNEL, TECHNOLOGY AND MARKET FOR THE PROJECTS TO BE FINANCED BY THE RAISED PROCEEDS OF THE COMPANY

(I) Relations of the project to be financed by the raised proceeds with the Company’s existing businesses

The principal business of the Company comprises construction contracting, survey, design and consultancy, industrial manufacturing, real estate development, logistics and materials trade and other businesses, among which the construction contracting business constitutes the main business of the Company, and the core and traditional business of the Company. The proceeds raised from the public issuance of A Share Convertible Bonds will be invested in the Construction Project of Phase I and II of Metro Line 6 of Chengdu, Deyang–Dujiangyan Section of G0511 Expressway Project and Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project, all of which belong to the construction contracting business segment of the Company. As a result, all of the raised proceeds will be used for the existing main business of the Company.

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(II) Reserves in terms of personnel, technology and market for the investment projects to be financed by the proceeds of the Company

1. Personnel reserves

Management and technical talent resources is one of the principal factors to determine the market competitiveness in the scope of construction contracting and other sectors, and is the key factor for the Company to participate and succeed in market competition. The investment projects to be financed by the raised proceeds of the Company are fully invested in the construction contracting business, which is the most core business of the Company. The Company has operated in the related fields for years, and has established sound talent cultivation system, nurtured management and technical teams equipped with years of experience in the industry, extensive management skills and operating skills. As of the end of 2016, the Company had one member of Chinese Academy of Engineering, 10 National Survey and Design Masters, 11 national class candidates of the “BaiQianWan Talents Program (百千萬人才工程)”, and 249 experts who enjoyed special subsidies granted by the State Council, providing adequate talent guarantee for the commencement and development of the principal businesses of the Company and implementation of projects to be financed by the raised proceeds.

2. Technology reserves

As a leading enterprise both in the domestic and global construction industry, the Company has adhered to be market-oriented and focus on the promotion of capability for independent innovation and core competitiveness, further perfected the innovative system of industry-university-research cooperation, especially enhanced the key aspects, such as platforms of sci-tech innovation, scientific research talent team and scientific research and development input, and developed a series of core products and key technologies with independent intellectual properties in recent years. Currently, the Company, as one of the largest highway engineering contractors, possesses various first-grade qualification for general engineering contracting of highway, qualification for professional engineering contracting of highway foundation engineering and qualification for professional contracting of highway pavement engineering. In addition, the Company, equipped with various professional contracting qualifications for tunnel engineering, designed or undertook to construct a number of large-scale and symbolic tunnels across the country and the construction level for tunnels remains at a leading position in the country or even the world.

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The technology reserves in the principal business sector of the Company provide adequate technical guarantee for the development of principal businesses and the implementation of projects to be financed by the raised proceeds.

3. Market reserves

In the course of long-term operation, the Company has maintained good cooperation and has developed long-term strategic cooperation relationship with local government and other institutions by leveraging on its high-quality projects and professional techniques. The Company has constantly strived for the completion of projects as scheduled in a high-quality manner, which enabled it to earn great trust and support from the government departments and proprietors. As a result, it lays a good client base for the implementation of the projects to be financed by the raised proceeds.

To sum up, the Company has operated in the scope of relevant businesses for years and possesses adequate personnel, techniques, and market reserves, adequately safeguarding the smooth promotion of the development of the projects to be financed by the raised proceeds and ensuring the expected efficiency of the projects to be financed by raised proceeds.

V. MEASURES TO BE ADOPTED BY THE COMPANY FOR ADDRESSING THE DILUTION OF IMMEDIATE RETURNS FROM THE ISSUANCE AND ENHANCING FUTURE RETURNS

The Company will formulate and disclose specific remedial measures for returns based on its own operational features to enhance the capability of acquiring sustainable returns, including but not limited to:

(I) Operating conditions and development trend of existing business segments of the Company, major risks and improvement measures

1. Operational conditions and development trend of existing business segments of the Company

The Company has been ranking top 3 among the ENR global largest engineering contractors for many consecutive years, and ranked 58th in the Fortune Global 500 for 2017. The Company’s businesses cover a variety of construction contracting, survey, design and consultancy, industrial manufacturing, real estate development, logistics and materials trade and other businesses with refined industry chain covering scientific research, planning, survey, design, construction, supervision and management,

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maintenance, operation, investment and financing, etc., which has equipped itself with capability of providing one-stop-shop comprehensive services for the proprietors. The Company has established its industry leadership in fields of engineering design and construction for plateau railways, high speed railways, expressways, bridges, tunnels and urban rail transits.

In the construction operations field, construction contracting business is the core and traditional business of the Company, and covers multiple fields, such as construction of railways, highways, urban rail transits, water conservancy and hydropower, house buildings, municipal engineering, bridges, tunnels, airports and wharfs. As of the end of 2016, the Company provided services in 31 provinces, autonomous regions, municipalities in the PRC as well as Hong Kong and Macau SARs, and also participated in infrastructure construction in a number of countries and regions in Africa, Asia, South America and Europe.

In the survey, design and consultancy field, the businesses of the Company mainly comprise four large survey and design enterprises with comprehensive Grade A qualifications for engineering design, and cover civil engineering and infrastructure construction related to railway, urban rail transits, highways, municipal engineering, industrial and civil buildings, water transport engineering, water conservancy and hydropower and civil aviation whilst keeping expanding into the emerging industries and areas, such as magnetic suspension transport, travel rail transits, intelligent transport, modern tramcar, urban utility tunnel, ecological environment and energy conservation and environmental protection. The Company is one of the leaders of infrastructure construction, survey, design and consultancy industry in the PRC, and among the top runners in the survey, design and consultation market.

In the industrial manufacture field, the Company is a manufacturing services provider providing integrated services of research and development manufacturing, sales and services with a leading position in domestic market and advanced position worldwide. Its products are mainly for railway and new construction of urban rail transit and existing lines renovation project. After the development for many years, the Company has formed the modernized industrial system with highlighted industrial characteristics, wide product coverage, advanced production facilities and solid research and development strength, of which the Company has a domestic market share of over 80% in terms of leading products of railway track maintenance machinery, and has moved to the first place in the industry in terms of the domestic market share of made-in-China excavator machinery. The Company’s multiple techniques have broken the long-term monopoly of foreign factories on tunneling, with the expressways contact wire and parts reaching the first-class level in the domestic market.

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In light of the active implementation of the Three Strategies (“Belt and Road”, the coordinated development of the Beijing-Tianjin-Hebei region and the development of the Yangtze River Economic Belt), and the continuing advancement of urbanization and shanty towns transformation and the improvement of transporting facilities in the central and western regions, the promotion of the construction of Xiong’an New District, as well as the constant deepening of innovation in reforming the architecture sector including the promotion of PPP mode and the development of prefabricated construction, the market covering railway, highway, building, urban rail, municipal administration and water conservancy and hydropower, airport, will maintain steady and rapid growth. The swift increase in the market of utility tunnel, sponge city, environment pollution control and prefabricated construction is promising. Meanwhile, the gradual promotion of “New Urbanization” strategy and the raise of “Five Overall Arrangements” at the national city work meeting continuously reshape the development modes of traditional cities, cause engineering contractors to break through and innovate single construction mode so as to create an effective urban comprehensive operation capability and adapt to the development trends of green cities and smart cities. As the principal businesses of the Company focus on the architecture engineering sector, the Company will directly benefit from the prevailing favorable macroeconomic environment. The Company will further consolidate and enhance the leading position in the industry and improve the results and performance of principal business through seizing the current historic opportunities and further strengthening and improving the main business of architecture engineering.

2. Major risks and improvement measures

(1) Risk of periodic fluctuations of the macro-economy

The Company’s principal business focuses on the architecture engineering field, which is closely related to the operation and development of macroeconomy, of which the industry development is subject to the effects of macro-economic factors including investment scale of social fixed assets and the process of urbanization. In recent years, the national economy has kept a stable growth and the global economy has gradually come out of the shadow of financial crisis and is in the process of continuous recovering. However, the possibility of periodic fluctuations of macro-economy cannot be eliminated in the future. If the global macro-economy is in the down cycle or the national economic growth rate significantly slows down, and the Company does not reasonably expect it and make corresponding adjustment to its operation strategy, there will be a gliding risk in the operation performance of the Company.

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The Company will adhere to China’s overall “13th Five-Year Plan”, leverage on the spirit of railway corps, which is centered on that “no way is impossible for railway corps by cutting paths through mountains and building bridges across rivers; there is no difficulties for the railway corps after eating and sleeping in the open air and toiling constantly under the exposure to the weather”, grasp China’s macroeconomic development trends and continue to explore the principal business of the Company. The Company will continue to enhance the advantage of technical leadership in the context of urbanization construction in China, while constantly improving the industrial structure and layout, gradually optimizing the management structure, further enhancing the comprehensive competitive advantage of the Company, so as to strive to minimize the impact of macroeconomic fluctuations on the Company.

(2) Risk of price fluctuations of raw materials

The Company depends on the timely procurement of sufficient raw materials such as steel, cement, fuel, sand stone and asphalt which meet the quality requirement of the Company at a reasonable price for conducting business. The market prices of such raw materials may present a certain extent of fluctuations. The Company may be still exposed to the risk of profit decline or even loss for a single project in the event of increase in costs arising from shortage of supply or substantial increase in price of raw materials.

The Company will pay close attention to market changes, obtain comprehensive understanding of market information, implement response measures from procurement, construction and other aspects, conduct extensive screening of raw material suppliers and accumulate excellent supplier resources. It will also make appropriate arrangements for procurement in advance to ensure normal business operation. In the meantime, the Company will reduce production costs through technological improvements, management improvement and other means, so as to minimize the impact of increasing prices of raw materials, energy on the operating costs of the Company.

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(II) Detailed measures to promote efficiency of daily operation of the Company, reduce operating costs of the Company, and enhance operation performance of the Company

1. Enhancing overseas layout and creating new performance growth point in response to the national strategy of “Going Out”

From the perspective of international environment, the “Belt and Road” is a major strategic decision made by the CPC Central Committee and the State Council according to the profound changes in global situation and upon overall planning of domestic and international markets, and a directory strategic planning for implementing an upgraded version of the reform and opening-up policy for the next period, which will exert direct and profound influence on the PRC’s overseas engineering contracting and labor service cooperation business. In addition, the PRC is proactively planning and promoting the construction of “Six Economic Cooperation Corridors”, involving different types of projects, such as railway, highway, port, etc., which will also provide enterprises in the PRC with unprecedented market opportunities to expand overseas business. In the future, the Company, in reliance upon the opportunities provided by the “Belt and Road” and on the basis of adequate control of risks, will consolidate the existing market, enhance the ability to participate in international competition, and further expand overseas business, so as to create new performance growth points.

2. Selecting high-quality fund-raising investment projects and accelerating the investment progress of the fund-raising investment projects to achieve the expected earnings of the projects

The fund-raising investment projects are mainly used for Construction Project of Phase I and II of Metro Line 6 of Chengdu, Deyang–Dujiangyan Section of G0511 Expressway Project and Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project, which are related to the principal business and are in line with the relevant national industrial policy and the future direction of the overall strategic development of the Company and possess bright market prospects and economic benefits. Before the proceeds raised from the issuance are in place, the Company will actively coordinate resources ahead of the implementation of investment projects; after the proceeds raised from the issuance are in place, the Company will accelerate the construction of investment projects. The implementation of the fund-raising investment projects will further enhance the market reputation and market share of the Company in the field of infrastructure, such as highway and tunnel, promote the core competitiveness of the Company, create new profit growth points and strengthen the profitability of the Company to lay a solid foundation for the Company’s future development.

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3. Strengthening the management of proceeds to prevent risks in relation to the use of proceeds

To standardize the use and management of proceeds of the Company and ensure the standard, safe and efficient use of proceeds, the Company formulated and amended the Administrative Measures for Proceeds of China Railway Construction Corporation Limited in accordance with the provisions as stipulated in the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Supervision Guideline No. 2 on Listed Companies – Regulatory Requirements on the Management and Use of Raised Funds of Listed Companies (CSRC Announcement [2012] No. 44) 《上市公司監管指引第( 2號–上市公司募集資金管理和使用的監管要求》(中國證監會公告[2012]44號))and the Administrative Measures of the Shanghai Stock Exchange for the Proceeds Raised by Listed Companies (Revised in 2013) (Shang Zheng Gong Zi [2013] No. 13) 《上海證券交易所上市公司募集資金管理( 辦法(2013年修訂)》(上證公字[2013]13號) and relevant laws and regulations. Upon receipt of the proceeds raised from the public issuance, the Board of the Company will supervise the Company’s special deposit of proceeds, guarantee that the proceeds are used for designated investment projects, and coordinate with the sponsor for inspection and supervision of the use of proceeds in accordance with the provisions of relevant laws and regulations to ensure the normative use of proceeds and reasonably prevent the risks in relation to the use of proceeds.

4. Constantly improving corporate governance to provide institutional guarantee for the Company’s development

The Company will strictly comply with the requirements as stipulated in the Company Law, the Securities Law of the People’s Republic of China, the Standards for the Governance of Listed Companies and other laws, regulations and normative documents, and constantly improve the corporate governance structure to ensure that Shareholders can fully exercise their rights and the Board can exercise their functions and powers in accordance with the provisions of the laws, regulations and the Articles of Association, making scientific, timely and prudent decisions to ensure that independent Directors can conscientiously perform their duties and to safeguard the overall interests of the Company, in particular the legitimate rights and interests of medium and minority Shareholders, and to provide institutional guarantee for the development of the Company.

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5. Continuing to enhance profit distribution policy and optimize investor returns mechanism

To further standardize and optimize the Company’s profit distribution and internal decision-making procedures and mechanism, strengthen the transparency of cash dividend distribution of the Company, ensure better returns for investors and safeguard the lawful rights and interests of all Shareholders, according to relevant provisions and requirements as stipulated in the Opinions on Further Strengthening the Protection of Lawful Interests of Small and Medium Investors in the Capital Market (Guo Ban Fa [2013] No. 110) 《關於進一步加強資本市場中小投資者合法權益保護工作的意( 見》(國辦發[2013]110號)) and the Regulatory Guidance for Listed Companies No. 3 – Distribution of Cash Dividends by Listed Companies (CSRC Announcement [2013] No. 43) 《上市本公司監管指引第( 3號 – 上市本公司現金分紅》(證監會公告[2013]43 號)) issued by the State Council, and taking into account the actual situation of the Company, the Company convened the 2015 first EGM on 5 February 2015, at which the resolutions in relation to the amendments to the Articles of Association and the Shareholders’ Return Plan for the Next Three Years of 2015–2017 of China Railway Construction Corporation Limited were considered and approved, and relevant articles in relation to the profit distribution policy in the Articles of Association were amended and improved. On 30 October 2017, the Company convened the 49th meeting of the third session of the Board of the Company, at which the resolution in relation to the Shareholders’ Return Plan for the Next Three Years of 2018-2020 of CRCC was considered and approved, which is still subject to consideration and approval at the 2017 second EGM of the Company.

The Company will strictly implement the Shareholders’ return plan considered and approved at the general meeting, proactively promote profit distribution to Shareholders, maintain continuity and stability of the profit distribution policy, attach importance to reasonable returns to investors, and take into account the interests of all Shareholders as a whole and sustainable development of the Company.

– 127 – APPENDIX III THE DILUTION OF IMMEDIATE RETURNS BY THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE REMEDIAL MEASURES

VI. COMMITMENTS OF THE DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY FOR ADOPTION OF REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS BY A SHARE CONVERTIBLE BONDS OF THE COMPANY

In order to ensure the effective implementation of these remedial measures, the Directors and senior management of the Company make the following commitments:

“1. We will not harm the Company’s interests by tunneling to other units or individuals free of charge or unfairly or in other manners.

2. We will act in a diligent and thrifty way, and restrict the position-related consumption strictly in accordance with the relevant stipulations of the State, local government and the Company, so as to eliminate excessive consumption and extravagance and waste.

3. We will not use the Company’s assets for investment or consumption that are unrelated with the performance of their duties.

4. We will procure the remuneration policies formulated by the Board or the Remuneration Committee to be linked with the implementation of the Company’s remedial measures.

5. It is committed that the exercise conditions of the equity incentive (if any) of the Company to be announced is linked with the implementation of remedial measures for returns of the Company.

It is committed that relevant remedial measures for returns will be effectively implemented. In the event of any violation, non-performance or incomplete performance of the above commitments, the relevant legal liability shall be borne according to the relevant requirements of the securities regulatory authorities.”

– 128 – APPENDIX III THE DILUTION OF IMMEDIATE RETURNS BY THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS AND THE REMEDIAL MEASURES

VII. COMMITMENTS OF THE CONTROLLING SHAREHOLDER OF THE COMPANY FOR ADOPTION OF REMEDIAL MEASURES FOR THE DILUTION OF IMMEDIATE RETURNS BY A SHARE CONVERTIBLE BONDS OF THE COMPANY

Pursuant to the relevant requirements of CSRC, the controlling Shareholder of the Company makes the following commitments for the effective performance of the remedial measures to be adopted by the Company:

“The Company undertakes not to interfere in the operation and management of CRCC beyond its authority, nor infringe the interest of CRCC.

In the event of any breach of the above commitments or rejection to perform the above commitments, it agrees that CSRC, the Shanghai Stock Exchange and other securities regulatory authorities may impose penalties or administrative measures pursuant to the relevant requirements and regulations formulated or issued and is willing to bear the relevant legal liabilities.”

– 129 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

In order to further expand, enhance and upgrade the core business of the Company, increase its core competitiveness, optimize its capital structure, maintain its sustainable development, consolidate and improve its position in the industry and create better investment returns for investors, the Company intended to use the proceeds raised from the Proposed Issuance of A Share Convertible Bonds in the construction of infrastructure investment projects.

I. PLAN ON THE USE OF PROCEEDS

The total amount of proceeds proposed to be raised from the Proposed Issuance of A Share Convertible Bonds will not exceed RMB10 billion (inclusive), which will be used for the following projects after deducting the issuance expenses:

Unit: RMB0’000

Contract Amount of No. Item amount proceeds invested

Total 4,720,431 1,000,000

If the actual net proceeds from the Proposed Issuance of A Share Convertible Bonds are less than the amount of the proceeds proposed to be invested in the above projects, the Company will adjust and determine the final specific investment projects to be financed by the proceeds, order of priority and the specific investment amounts of each project based on the actual net proceeds and the priority of each project, and will make up the shortfall by utilizing the own funds of the Company or through other financing methods.

Before the receipt of the proceeds from the Proposed Issuance of A Share Convertible Bonds, the Company will implement the projects using its self-raised funds depending on the actual progress of the projects. Such capital will be replaced according to the relevant regulations upon the receipt of the proceeds.

– 130 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

II. SPECIFIC INFORMATION AND FEASIBILITY ANALYSIS ON PROJECTS TO BE FINANCED BY THE RAISED PROCEEDS

(i) Construction Project of Phase I and II of Metro Line 6 of Chengdu

1. Basic Information of the Project

The Construction Project of Phase I and II of Metro Line 6 of Chengdu starts from Wangcongci Station and ends at Guandong Road Station. The line covers a length of 47.4 kilometers in total, all underground. The project will improve public transport conditions for residents along the route, alleviate the traffic pressure on the southern and northern sides of the old districts and strengthen the traffic connections among Pixian (on the north of Chengdu), central area, High-tech Zone (on the south of Chengdu) and Tianfu New District so as to optimize the rail transit network of Chengdu.

2. Investment in the Project

The contract amount of the project is RMB17.630 billion, RMB5 billion of which is intended to be financed by raised proceeds and contributed by way of capital increase or entrusted loans.

3. Implementation of the Project

The project is constructed under the model of “investment and financing + general contracting + return”. The project owner is Chengdu Rail Transit Group Co., Ltd. (成都軌道交通集團有限公司) (formerly known as “Chengdu Metro Co., Ltd.” (成都地鐵有限公司)) and the actual execution is conducted by Sichuan CRCC Subway Investment Management Co., Ltd. (四川中鐵建投資管理有限公司), a wholly-owned subsidiary of the Company, which in turn is entitled to 100% shareholder interest in the project. The construction period of the project is estimated to be approximately 50 months.

– 131 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

4. Status of Government Approval

The project has obtained:

Issuing Authority Name of Documents Document No.

Development and Reform Reply from Development and Reform Commission Chuan Fa Gai Commission of Sichuan of Sichuan Province on the Feasibility Report on Ji Chu [2016] Province Construction Project of Phase I and II of Metro No. 463 Line 6 of Chengdu 《四川省發展和改革委員會( 關於成都市地鐵6號線一、二期工程可行性研究報告的批覆》)

Department of Reply from Department of Environmental Protection Chuan Huan Shen Environmental of Sichuan Province on the Environmental Pi [2016] Protection of Sichuan Impact Report on Construction Project of Phase I No. 131 Province and II of Metro Line 6 of Chengdu 《四川省環境( 保護廳關於成都地鐵6號線一、二期工程環境影響報告書的批覆》)

Department of Land and Letter from Department of Land and Resources of Chuan Guo Tu Resources of Sichuan Sichuan Province on the Preliminary Comment Zi Han [2016] Province on the Land for Construction of Construction No. 148 Project of Phase I and II of Metro Line 6 of Chengdu 《四川省國土資源廳關於成都地鐵( 6號線一、二期工程用地預審意見的函》)

5. Assessment of Economic Benefits

The internal financial rate of return of the project is expected to be 11.84%, enjoying relatively desirable economic benefits.

– 132 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(ii) Deyang–Dujiangyan Section of G0511 Expressway Project

1. Basic Information of the Project

Deyang–Dujiangyan Section of G0511 Expressway Project consists of the main line and the Mianzhu Extension Line. The main line covers a total length of approximately 91 kilometers. It starts from Huangxunan of Deyang, connects to the Deyang Section (completed) of G5 Beijing-Kunming Expressway and Deyang-Jianyang Section Expressway (under construction), ends at the western part of Mount Qingcheng of Dujiangyan (K90+155.33), and further connects to the end of Pujiang–Dujiangyan Section of Chengdu Economic Zone Ring Expressway. Covering a total length of approximately 18 kilometers, Mianzhu Extension Line starts from Xiaogan Interchange Hub of the main line and ends at the eastern part of Mianzhu. The main line is constructed as a two-way and six-lane expressway from the start to Dujiangyan Interchange, and further expands to eight lanes to the end, while the Mianzhu Branch Line is constructed as a two-way and four-lane expressway. The project will optimize the expressway network of the state and Sichuan province, accelerate the construction of the comprehensive traffic hub in Chengdu, further stimulate the radiant effect and leading role of Tianfu New District, support the development of the Chengdu Plain Economic Region and facilitate the exploration of advantageous resources like tourism.

2. Investment in the Project

The contract amount of the project is RMB15.954 billion, RMB3.6 billion of which is intended to be financed by raised proceeds and contributed by way of capital increase or entrusted loans.

3. Implementation of the Project

The project is invested and constructed under the model of “BOT + general contracting”. The People’s Government of Deyang and the People’s Government of Chengdu are the project’s tenderers and the actual execution is conducted by CRCC Sichuan Dedu Expressway Co., Ltd. (中鐵建四川德都高速公路有限公司), a wholly- owned subsidiary of the Company, which in turn is entitled to 100% shareholder interest in the project. The construction period and the operation period of the project is estimated to be approximately 3 years and 29 years 11 months and 10 days, respectively.

– 133 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

4. Status of Government Approval

The project has obtained:

Issuing Authority Name of Documents Document No.

Development and Reform Reply from Development and Reform Commission Chuan Fa Gai Ji Commission of Sichuan of Sichuan Province on the Approval of Deyang– Chu [2017] Province Dujiangyan Section of G0511 Expressway No. 143 Project 《四川省發展和改革委員會關於德陽至( 都江堰高速公路項目核准的批覆》)

Department of Reply from Department of Environmental Protection Chuan Huan Shen Environmental of Sichuan Province on the Environmental Pi [2017] Protection of Sichuan Impact Report on Deyang–Dujiangyan Section of No. 52 Province G0511 Expressway Project 《四川省環境保護廳( 關於G0511線德陽至都江堰高速公路環境影響報告書的批覆》)

Department of Land and Reply Letter of Preliminary Comment on the Land Guo Tu Zi Yu Resources of the PRC for Construction of Deyang–Dujiangyan Section Shen Zi [2016] of G0511 Expressway Project 《關於( G0511線德 No. 83 陽至都江堰段工程建設用地預審意見的覆函》)

5. Assessment of Economic Benefits

The internal financial rate of return of the project is expected to be 7.66%, enjoying relatively desirable economic benefits.

– 134 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

(iii) Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project

1. Basic Information of the Project

Deyang–Jianyang Section of the Chengdu Economic Zone Ring Expressway Project starts from around K1717 kilometers of G5 Jing-Kun Expressway to the northern part of Deyang, connects to the Deyang–Dujiangyan Section of G0511 Expressway (to be constructed), ends at around K56+914 kilometers of Cheng’anyu Expressway (under construction) in Hefeng of Jianyang, connecting Jianyang–Pujiang Section of the Chengdu Economic Zone Ring Expressway. The project covers a total length of approximately 104.56 kilometers and the full line is constructed as a two-way and six-lane expressway. The project is a major component under the Sichuan Province Expressway Network Planning for the Year of 2014–2030（《四川省高速公路網規劃（2014–2030年）》） regarding optimization of regional and intercity expressway network. The project will further optimize the expressway network of Sichuan Province and the intercity traffic network of the city group in Chengdu, accelerate the construction of the main comprehensive traffic hub in Chengdu, facilitate the exploration of regional advantageous resources and promote rapid economic and social development.

2. Investment in the Project

The contract amount of the project is RMB13.620 billion, RMB1.4 billion of which is intended to be financed by proceeds raised and contributed by way of capital increase or entrusted loans.

3. Implementation of the Project

The project is invested and constructed under the model of “BOT + general contracting”. The People’s Government of Deyang, the People’s Government of Chengdu and the People’s Government of Ziyang are the project’s tenderers and the actual execution is conducted by CRCC Sichuan Dejian Expressway Co., Ltd. (中鐵建四川德簡高速公路有限公司), a wholly-owned subsidiary of the Company, which in turn is entitled to 100% equity interest in the project. The construction period and the operation period of the project is estimated to be approximately 3 years and 29 years and 11 months, respectively.

– 135 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

4. Status of Government Approval

The project has obtained:

Issuing Authority Name of Documents Document No.

Development and Reform Reply from Development and Reform Commission Chuan Fa Gai Ji Commission of Sichuan of Sichuan Province on the Approval of Deyang– Chu [2015] Province Jianyang Section of the Chengdu Economic Zone No. 917 Ring Expressway Project 《四川省發展和改革( 委員會關於成都經濟區環線高速公路德陽至簡陽段項目核准的批覆》)

Department of Reply from Department of Environmental Protection Chuan Huan Shen Environmental of Sichuan Province on the Environmental Impact Pi [2016] Protection of Sichuan Report on Deyang–Deyang-Jianyang Section No. 76 Province (Change of Construction Works for Deyang- Jianyang Section) of the Chengdu Economic Zone Ring Expressway Project 《四川省環境保( 護廳關於成都經濟區環線高速公路都江堰－德陽－簡陽段工程（德陽至簡陽段工程變更）環境影響報告書的批覆》)

Department of Land and Letter from Department of Land and Resources of Chuan Guo Tu Zi Resources of Sichuan Sichuan Province on the Preliminary Comment Gui [2015] Province on the Land for Construction of Deyang– No. 267 Jianyang Section of the Chengdu Economic Zone Ring Expressway Project 《四川省國土資源廳( 關於成都經濟區環線高速公路德陽至簡陽段工程項目用地預審意見的函》)

5. Assessment of Economic Benefits

The internal financial rate of return of the project is expected to be 7.54%, enjoying relatively desirable economic benefits.

– 136 – APPENDIX IV FEASIBILITY REPORT ON THE USE OF PROCEEDS RAISED FROM THE PROPOSED ISSUANCE OF A SHARE CONVERTIBLE BONDS

III. INFLUENCE OF THE PROJECTS TO BE FINANCED BY THE RAISED PROCEEDS ON OPERATION AND MANAGEMENT AND FINANCIAL CONDITION OF THE COMPANY

(i) Influence of the Projects to be Financed by the Raised Proceeds on Operation and Management of the Company

The projects to be financed by the proceeds raised from the Proposed Issuance of A Share Convertible Bonds, which stay in line with relevant industrial policy of the state as well as the overall future strategic development direction of the Company, have optimistic market prospect and desirable economic benefits. These projects, upon implementation, will further enhance the Company’s ability in urban rail transit and highway construction. The completion of these projects will further consolidate the Company’s market position, enhance its core competitiveness, create new profit-drivers and enhance its profit level, which will thus lay a solid foundation for the development of the Company over the coming certain period in the future.

(ii) Influence of the Projects to be Financed by the Raised Proceeds on the Financial Condition of the Company

Upon the completion of the Proposed Issuance of A Share Convertible Bonds, both the scale of liabilities and assets of the Company will increase in the short term, which will result in an increase in the asset-liability ratio. However, upon completion of the conversion, the liabilities will decrease gradually and net assets will increase accordingly, hence finally resulting in a decrease in the asset-liability ratio. Likewise, injecting the raised proceeds into the principal businesses of the Company is expected to enhance its profitability and greatly elevate its investment and financing ability, research and development strength and development potential. Upon completion of the Proposed Issuance of A Share Convertible Bonds, the return on equity of the Company will be adversely affected to certain extent in the short term due to that the projects to be financed by the raised proceeds require a certain period of construction. However, in the medium-long run, these projects, upon commencing to generate profit in succession, will increase the revenue and profit level of the Company and enhance its profitability and profit-making stability, and in turn help to further expand the projects of the Company and achieve further development of the Company.

In conclusion, the projects to be financed by the proceeds raised from the Proposed Issuance of A Share Convertible Bonds stay in line with relevant industrial policy of the state as well as the overall future strategic development direction of the Company and have optimistic market prospect and desirable economic benefits, which are essential to the improvement of the Company’s profitability and core competitiveness and the reduction of financial risks. The implementation of the projects to be financed by the proceeds raised from the Proposed Issuance of A Share Convertible Bonds will lay a solid foundation for the maintenance of steady development of the Company over a relatively long period, which is in the interests of the Shareholders as a whole. Therefore, the use of proceeds raised from the Proposed Issuance of A Share Convertible Bonds is feasible.

– 137 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

I. BASIS OF PREPARATION

This Report on the Use of Previously Raised Proceeds is prepared in accordance with the Rules on the Report on the Use of Previously Raised Proceeds (Zheng Jian Fa Hang Zi [2007] No. 500) 《關於前次募集資金使用情況報告的規定》( (證監發行字[2007]500號)) promulgated by China Securities Regulatory Commission.

II. DEPOSIT AND ACTUAL USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES OF THE COMPANY

(1) The amount, time of receipt and deposit of previously raised proceeds

As approved by CSRC with the document Zheng Jian Xu Ke Zi [2015] No. 1412, the Company issued 1,242,000,000 ordinary shares denominated in Renminbi (A Share) at an issue price of RMB8.00 per share to specific investors by the way of non-public issuance on Shanghai Stock Exchange in June 2015. As of 13 July 2015, the actual amount of proceeds from this non-public issuance was RMB9,936,000,000. After deducting various issuance expenses of RMB113,057,000, the actual net proceeds raised by the Company was RMB9,822,943,000.

The above proceeds have been fully in place on 13 July 2015, and were verified by Ernst & Young Hua Ming LLP, Certified Public Accountants with the support of a capital verification report (An Yong Hua Ming Yan Zi (2015) No. 60618770_A02).

The Company has complied with the relevant requirements of the Administrative Measures on the Funds Raised by Listed Companies on the Shanghai Stock Exchange (amended in 2013) (《上海證券交易所上市公司募集資金管理辦法(2013年修訂)》) and the Administrative Measures on the Funds Raised by China Railway Construction Corporation Limited 《中國鐵建股份有限公司募集資金管理辦法》( ) (hereinafter referred to as the “Administrative Measures”) to manage the special accounts established only for the raised proceeds and the special fund shall be used for designated purposes.

– 138 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

The initial deposit of the raised proceeds was RMB9,826,704,000. As at 30 September 2017, the deposit of proceeds in the relevant proceed special accounts is as below:

Unit: RMB’000

Including: Initial deposit Balance as at interests amount 30 September (net of Bank Account No. (Note 1) 2017 handling fee)

Agricultural Bank of China (Beijing Yayuncun Account closed Branch) 11230101040015040 2,500,000 (Note 2) – China Construction Bank (Beijing Jade Spring Branch) 11001018000059966998 1,600,000 564 564 Industrial and Commercial Bank of China (Beijing Yudong Branch) 0200207829200171919 1,800,000 488 488 Industrial Bank (Beijing Yongdingmen Branch) 321250100100362775 1,200,000 252 252 Bank of China (Beijing Account closed Yongding Road Branch) 329864128755 2,726,704 (Note 3) –

Total 9,826,704 1,304 1,304

Note 1: Other unpaid issuance expenses amounted to RMB3,761,000 as included in the initial deposit amount and has been settled from the special accounts opened with banks on 20 July 2015.

Note 2: The account was used for the investment in the construction of Ring Line of Chongqing Rail Transit Construction BT Project (Phase II) according to the arrangement of use of proceeds. As of the end of December 2016, the initial deposit of proceeds in the account has been fully used for the construction of Chongqing Rail Transit Construction BT Project (Phase II). The accumulated interests on the proceeds deposited in the account amounted to RMB6,851,000 and all of them was used for the replenishment the working capital of the Company. The account was closed by the end of December 2016.

Note 3: The account was fully used to replenish the working capital of the Company according to the arrangement of use of proceeds. As of the end of July 2015, the interest on the proceeds deposited in the account amounted to RMB628,000, which has been fully used to replenish the working capital of the Company. The account was closed by the end of July 2015.

– 139 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

(2) Use of previously raised proceeds

1. Comparative table on the use of previously raised proceeds

The Company uses the proceeds in strict compliance with the Administrative Measures. As of 30 September 2017, the actual amount of proceeds invested by the Company was RMB9,041,372,000, details of which are set out in “Annex 1: Comparative Table on the Use of Proceeds from the Non-public Issuance of A Shares”.

2. Initial investment in projects financed by proceeds and replacement with proceeds

The non-public issuance of A Shares of the Company was planned to be invested in four projects, including Chongqing Rail Transit Construction BT Project (Phase II), Xiaohuilou to Shijiazhuang Section of Phase I BT Project of Rail Transit Line 3 in Shijiazhuang, Chengdu Subway Line 10 Construction BT Project (Phase I) and Xiajin- Liaocheng Section of BOT Project of Dezhou-Shangqiu Expressway, and for the replenishment of working capital by virtue of the resolutions passed at the 2015 first extraordinary general meeting, the 2015 first A Share Class Meeting and the 2015 first H Share Class Meeting on 5 February 2015.

On 29 July 2015, as approved at the 15th meeting of the 3rd session of the Board and the 6th meeting of the 3rd session of the Supervisory Committee of the Company, the Company has replaced its self-raised funds of RMB1.166 billion initially invested in investment projects by using the proceeds. Ernst & Young Hua Ming LLP has issued the Inspection Report on the Use of Proceeds Regarding the Investment in Projects in Advance by Using Self-raised Funds by China Railway Construction Corporation Limited (An Yong Hua Ming (2015) Zhuan Zi No. 60618770_A05) 《中國鐵建股( 份有限公司以自籌資金預先投入擬以募集資金投資的項目的資金使用情況的鑒證報告》(安永華明(2015)專字第60618770_A05號)), and the independent Directors of the Company have expressed their independent opinions in regard to the above event, while the Supervisory Committee has agreed the event by resolution and China International Capital Corporation Limited as the sponsor (hereinafter known as “CICC”) has issued its opinions upon special inspection. The Company published the Announcement of China Railway Construction Corporation Limited Regarding Replacement of the Self-raised Funds Invested in Advance with the Proceeds (No: Lin 2015–053) 《中國鐵建股份有限公司關於以募集資金置換預先投入的自籌資金的公( 告》(公告編號：臨2015–053)) on 30 July 2015.

– 140 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

3. Idle proceeds temporarily used for the replenishment of working capital

On 29 July 2015, as approved at the 15th meeting of the 3rd session of the Board and the 6th meeting of the 3rd session of the Supervisory Committee of the Company, the Company used not more than RMB2.5 billion of idle proceeds to temporarily replenish its working capital, with a term of not more than 12 months. The independent Directors of the Company have issued independent opinions in regard to the above event and, while the Supervisory Committee has agreed the event by resolution and CICC, as the sponsor, has issued its opinions upon special inspection. On 30 July 2015, the Company has published the Announcement on Certain Idle Proceeds Temporarily Used for the Replenishment of Working Capital by China Railway Construction Corporation Limited (No: Lin 2015–054) 《中國鐵建股份有限公司關於使用部分閒置募集資金暫( 時補充流動資金的公告》(公告編號：臨2015–054)) and made detailed disclosure on the idle proceeds temporarily used for the replenishment of working capital. Under the approval, the Company used RMB2,500,000,000 to temporarily replenish its working capital on 3 August 2015, with a term of 12 months. As of 30 July 2016, the Company has fully returned the proceeds of a total of RMB2,500,000,000 which was temporarily used for the replenishment of working capital to the special accounts of proceeds.

On 27 July 2016, as approved at the 30th meeting of the 3rd session of the Board and the 12th meeting of the 3rd session of the Supervisory Committee, the Company was agreed to use not more than RMB1.5 billion of idle proceeds temporarily for the replenishment of working capital of the Company, with a term of not more than 12 months from the date of passing of the resolution by the Board. The independent Directors of the Company have expressed their independent opinions on the above event, while the Supervisory Committee has agreed the event by resolution, and CICC, as the sponsor, has issued its opinions upon special inspection. On 28 July 2016, the Company published the Announcement on Certain Idle Proceeds Temporarily Used for the Replenishment of Working Capital by China Railway Construction Corporation Limited (No: Lin 2016–043) 《中國鐵建股份有限公司關於使用部分閒置募集資金暫( 時補充流動資金的公告》(公告編號：臨2016–043)) and made detailed disclosure on the idle proceeds temporarily used for the replenishment of working capital. Under the approval, the Company used RMB1,500,000,000 to temporarily replenish the working capital on 28 July 2016, with a term of 12 months. As of 26 July 2016, the Company has fully returned the proceeds of a total of RMB1,500,000,000 which was temporarily used for the replenishment of working capital to the special accounts of proceeds.

– 141 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

On 31 July 2017, as approved at the 44th meeting of the 3rd session of the Board and the 18th meeting of the 3rd session of the Supervisory Committee, the Company was agreed to use not more than RMB800 million of idle proceeds temporarily for the replenishment of working capital of the Company, with a term of not more than 12 months from the date of passing of the resolution by the Board. The independent Directors of the Company have expressed their independent opinions on the above event, while the Supervisory Committee has agreed the event by resolution, and CICC, as the sponsor, has issued its opinions upon special inspection. On 1 August 2017, the Company published the Announcement on Certain Idle Proceeds Temporarily Used for the Replenishment of Working Capital by China Railway Construction Corporation Limited (No: Lin 2017–048) 《中國鐵建股份有限公司關於使用部分閒( 置募集資金暫時補充流動資金的公告》(公告編號：臨2017–048)) and made detailed disclosure on the idle proceeds temporarily used for the replenishment of working capital. As of 30 September 2017, the Company used RMB798,400,000 to temporarily replenish its working capital. The temporary use of proceeds for the replenishment of working capital of the Company is still within the approved term of use of the Board’s resolution.

4. Transfer of investment projects financed by proceeds

As approved at the 39th meeting of the 3rd session of the Board, the 16th meeting of the 3rd session of the Supervisory Committee and the 2016 Annual General Meeting, it is agreed that 85% of equity interests in CRCC (Shandong) Deshang Expressway Co., Ltd. (中鐵建（山東）德商高速公路有限公司), a project company established for Xiajin-Liaocheng Section of BOT Project of Dezhou-Shangqiu Expressway Project which was invested with the proceeds under the non-public issuance of Shares in 2015, were transferred by the Company, and the Company will invest the proceeds from the transfer and the balance of the unutilized proceeds of RMB106 million for permanent replenishment of working capital of the Company. The transfer was completed at equity transfer price of 85% of the appraised value of the net assets of the project company on 31 December 2016, being the appraisal benchmark date. China Tong Cheng Assets Appraisal Co., Ltd. issued the “Asset Appraisal Report” (Zhong Tong Ping Bao Zi [2017] No. 90) (中通評報字[2017]90號《資產評估報告》) on the appraisal and the outcome of appraisal has been filed with the regulatory authorities under the SASAC. As of 30 September 2017, the above equity transfer has not yet been completed. The construction of the project was completed in June 2016 with accumulated utilized proceeds of RMB1,093,800,000. The project is currently under trial operation and has not yet incurred any direct benefits.

– 142 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

(3) Realized benefits from investment projects with previously raised proceeds

1. Comparative table on the realized benefits from investment projects financed by previously raised proceeds

As of 30 September 2017, the comparative table on the realized benefits from investment projects with previously raised proceeds is set out in “Annex 2: Comparative Table of Realized Benefits from Investment Projects Financed by Proceeds from the Non-public Issuance of A Shares”.

2. Reason why the benefits from investment projects financed by previously raised proceeds cannot be calculated separately and its situation

As of 30 September 2017, the Company did not have any benefits from investment projects financed by previously raised proceeds that cannot be calculated separately.

3. The accumulated realized benefits of the investment projects financed by proceeds 20% (inclusive) lower than the committed accumulated revenue

Not applicable.

(4) Operation of capital of previously raised proceeds used for share subscription

Not applicable.

(5) Comparison between the use of previously raised proceeds and the disclosed information in the annual report of the Company (as of 30 September 2017)

As of 30 September 2017, there is no discrepancy between the actual use of proceeds from the non-public issuance of A Shares and the information disclosed in regular reports and other disclosure documents of the Company.

(6) Unutilized proceeds

As of 30 September 2017, the unutilized proceeds (inclusive of interests) of the Company from the non-public issuance of A Shares were RMB799,704,000, representing 8.05% of the total raised proceeds, of which the unutilized proceeds for Xiaohuilou to Shijiazhuang Section of Phase I BT Project of Rail Transit Line 3 in Shijiazhuang were RMB682,850,000, while the unutilized proceeds for Xiajin-Liaocheng Section of BOT Project of Dezhou- Shangqiu Expressway were RMB106,200,000, and the interests incurred from special account of proceeds were RMB10,654,000. The above unutilized proceeds will be used for payment of the outstanding subsequent amounts and other purposes as approved by the Board.

– 143 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

III. DEPOSIT AND ACTUAL USE OF PROCEEDS FROM THE ISSUANCE OF US$500 MILLION ZERO-COUPON CONVERTIBLE BONDS

(1) The amount, time of receipt and deposit of previously raised proceeds

Pursuant to the Reply to the Approval on the Issuance of Corporate Bonds Convertible into Overseas Listed Foreign Shares by China Railway Construction Corporation Limited (Zheng Jian Xu Ke No. [2016]29) 《關於核准中國鐵建股份有限公司發行可轉換為境( 外上市外資股的公司債券的批覆》(證監許可[2016]29號)) issued by China Securities Regulatory Commission, the Company was approved to issue H share convertible bonds in overseas markets. On 29 January 2016, the Company issued US$500 million zero-coupon convertible bonds which will be due on 29 January 2021 to the subscribers. The bonds were issued in registered form at par value of US$250,000 each or the integral multiples thereof. After deducting various issuance expenses of US$3,791,000, the actual net proceeds of the Company was US$496,209,000. The above funds have been fully in place on 29 January 2016 and the proceeds were fully utilized on 30 September 2017.

(2) Use of previously raised proceeds

As of 30 September 2017, the proceeds from the issuance of US$500 million zero-coupon convertible bonds of the Company have been fully used for the replenishment of operating capital of the Company and the repayment of domestic and overseas bank loans. There are no remaining proceeds.

(3) Realized benefits from investment projects financed by previously raised proceeds

The proceeds from the issuance of US$500 million zero-coupon convertible bonds of the Company were used for the replenishment of operating capital of the Company and the repayment of domestic and overseas bank loans, which did not involve any realization of benefits from investment projects.

(4) Operation of capital of previously raised proceeds used for share subscription

Not applicable.

(5) Comparison between the use of previously raised proceeds and the disclosed information in the annual report of the Company (as of 30 September 2017)

As of 30 September 2017, there is no discrepancy between the actual use of proceeds from the issuance of US$500 million zero-coupon convertible bonds of the Company and the information disclosed in regular reports and other disclosure documents of the Company.

– 144 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

(6) Unutilized Proceeds

As of 30 September 2017, the proceeds from the issuance of US$500 million zero-coupon convertible bonds of the Company have been fully utilized.

IV. DEPOSIT AND ACTUAL USE OF PROCEEDS FROM THE ISSUANCE OF RMB3.45 BILLION US$ SETTLED 1.5% CONVERTIBLE BONDS BY THE COMPANY

(1) The amount, time of receipt and deposit of previously raised proceeds

Pursuant to the Reply of National Development and Reform Commission in Regard to the Pilot Reform of Scale Management of Foreign Debts of Companies in 2016 (Fa Gai Wai Zi No. [2016]1153) 《國家發展改革委關於( 2016年度企業外債規模管理改革試點的批覆》(發改外資[2016]1153號)), the Company issued H share convertible bonds in overseas markets. On 21 December 2016, the Company issued the RMB3.45 billion US$ settled 1.5% convertible bonds which will due on 21 December 2021 to subscribers. The bonds was issued in registered form at a minimum par value of RMB2,000,000 each and the integral multiples of RMB1,000,000 in excess thereof. The total raised proceeds under this issuance were US$499,710,000. After deducting various issuance expenses of US$3,248,000, the actual net proceeds of the Company was US$496,462,000. The above fund was fully in place on 21 December 2016. As at 30 September 2017, the balance of proceeds (inclusive of interests) was US$363,392,000.

(2) Comparative table on the use of previously raised proceeds

As of 30 September 2017, the actual use of proceeds from the issuance of RMB3.45 billion US$ settled 1.5% convertible bonds by the Company were US$136,592,000, which were used for the replenishment of operating capital of the Company and repayment of bank loans.

(3) Realized benefits from investment projects financed by previously raised proceeds

The proceeds from the issuance of RMB3.45 billion US$ settled 1.5% convertible bonds by the Company were used for the replenishment of operating capital of the Company and the repayment of bank loans, which did not involve any realization of benefits from investment projects.

(4) Operation of capital of previously raised proceeds used for share subscription

Not applicable.

– 145 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

(5) Comparison between the use of previously raised proceeds and the disclosed information in the annual report of the Company (as of 30 September 2017)

As of 30 September 2017, there is no discrepancy between the actual use of proceeds from the issuance of RMB3.45 billion US$ settled 1.5% convertible bonds by the Company and the information disclosed in regular reports and other disclosure documents of the Company.

(6) Unutilized proceeds

As of 30 September 2017, the interests incurred from bank deposits of proceeds from the issuance of RMB3.45 billion US$ settled 1.5% convertible bonds by the Company were, in aggregate, US$3,522,000. The accumulated raised proceeds used by the Company was US$136,592,000, representing 27.33% of the total amount of raised proceeds, and the balance of proceeds (inclusive of interests) was US$363,392,000. The unutilized proceeds will be used for the replenishment of the working capital of the Company.

– 146 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

ANNEX 1: COMPARATIVE TABLE ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

Unit: RMB’000

Net Proceeds (After Deducting Underwriting Accumulated Net Proceeds Used: 9,041,372 Commission Paid to Securities Brokers and Other Issuance Expenses): 9,822,943

Total Amount of Proceeds Involving Changes in Total Amount of Proceeds Used in Each Year: Purpose: – 2015: 5,830,120 Percentage of the Total Amount of Proceeds 2016: 2,509,651 Involving Changes in Purpose: – For the nine months ended 30 September 2017: 701,601

Accumulated Investment Amount from Proceeds as of the Investment Projects Total Investment Amount of Proceeds Ending Date Difference between Date of Actual Projects Committed Committed Committed Committed Investment Ready for Investment Investment Investment Investment Amount and Intended Amount Amount Amount Amount Actual Committed Use (or Before After Actual Before After Investment Amount After Date of Committed Fund- Fund- Investment Fund- Fund- Amount Fund-raising Completion No. Investment Projects Actual Investment Projects raising raising Amount raising raising (2) (3)=(2)-(1) of Projects)

1 Ring Line of Chongqing Rail Ring Line of Chongqing Rail 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 – December Transit Construction BT Transit Construction BT 2017 Project (Phase II) Project (Phase II) 2 Chengdu Subway Line 10 Chengdu Subway Line 10 1,600,000 1,600,000 1,600,000 1,600,000 1,600,000 1,600,000 – September Construction BT Project Construction BT Project 2017 (Phase I) (Phase I) 3 Xiaohuilou to Shijiazhuang Xiaohuilou to Shijiazhuang 1,800,000 1,800,000 1,117,150 1,800,000 1,800,000 1,117,150 (682,850) September Section of Phase I BT Section of Phase I BT 2017 Project of Rail Transit Line Project of Rail Transit Line 3 in Shijiazhuang 3 in Shijiazhuang 4 Xiajin-Liaocheng Section of Xiajin-Liaocheng Section of 1,200,000 1,200,000 1,093,800 1,200,000 1,200,000 1,093,800 (106,200) June BOT Project of Dezhou- BOT Project of Dezhou- 2016 Shangqiu Expressway Shangqiu Expressway 5 Replenishment of Working Replenishment of Working 2,722,943 2,722,943 2,730,422 2,722,943 2,722,943 2,730,422 7,479 – capital capital (Note 1)

Total 9,822,943 9,822,943 9,041,372 9,822,943 9,822,943 9,041,372 (781,571) –

Note 1: The excess of the actual investment amount of proceeds over the proposed investment amount was the interests incurred from the special accounts of proceeds deposited in Bank of China (Beijing Yongding Road Branch) and Agricultural Bank of China (Beijing Yayuncun Branch), all of which had been used for the replenishment of working capital of the Company.

– 147 – APPENDIX V REPORT ON THE USE OF PREVIOUSLY RAISED PROCEEDS

ANNEX 2: COMPARATIVE TABLE OF REALIZED BENEFITS FROM INVESTMENT PROJECTS FINANCED BY PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES

Unit: RMB’000

Utilization Rate of Productivity Accumulated of Investment Realized Benefits for the Last 3 Years (Note) Realized Whether it Projects as of As of 30 Benefits as of the prescribed Actual Investment Projects the Ending Committed September the Ending benefits is No. Project Name Date Benefits 2015 2016 2017 Date (Note) reached (Note)

1 Chongqing Rail Transit Construction BT Project (Phase II) N/A Not committed – – – – N/A 2 Chengdu Subway Line 10 Construction BT Project (Phase I) N/A Not committed – – – – N/A 3 Xiaohuilou to Shijiazhuang Section of Phase I BT Project of N/A Not committed – – – – N/A Rail Transit Line 3 in Shijiazhuang 4 Xiajin-Liaocheng Section of BOT Project of Dezhou- N/A Not committed – – – – N/A Shangqiu Expressway 5 Replenishment of Working Capital of the Company from N/A N/A N/A N/A N/A N/A N/A Proceeds

Note: According to the prescribed project plan, Chongqing Rail Transit Construction BT Project (Phase II) is currently under construction and has not yet incurred any direct benefits; the constructions of Chengdu Subway Line 10 Construction BT Project (Phase I) and Xiaohuilou to Shijiazhuang Section of Phase I BT Project of Rail Transit Line 3 in Shijiazhuang have been completed but has not yet repurchased by the government nor incurred any direct benefits; Xiajin-Liaocheng Section of BOT Project of Dezhou-Shangqiu Expressway is currently under trial operation but has not yet incurred any direct benefits.

– 148 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

CHAPTER I GENERAL PROVISIONS

Article 1 In order to regulate the organization and behavior of A Share Convertible Bond Holders’ meetings for the public issuance of the A Share Convertible Bonds of the Company, specify the rights and obligations of A Share Convertible Bond Holders’ meetings and protect the legitimate rights and interests of the A Share Convertible Bond Holders, the rules have been formulated pursuant to the relevant requirements under the laws and regulations including the Company Law, the Securities Law of the People’s Republic of China 《中華人民共和國( 證券法》), the Administration Measures for the Issuance of Securities by Listed Companies 《上市公司證券發行管理辦法》( ) promulgated by CSRC, the Shanghai Stock Exchange Share Listing Rules 《上海證券交易所股票上市規則》( ) and other normative documents with reference to the actual conditions of the Company.

Article 2 The convertible corporate bonds under the rules shall be the A Share Convertible Bonds as agreed to be issued by the Company pursuant to the Offering Document of the Public Issuance of A Share Convertible Corporate Bonds of China Railway Construction Corporation Limited (hereinafter referred to as the “A Share Convertible Bonds Offering Document”). A Share Convertible Bond Holders shall refer to the investors who acquire A Share Convertible Bonds through subscription, purchase or other legal means.

Article 3 A Share Convertible Bond Holders’ meetings shall be composed of all A Share Convertible Bond Holders under the rules and shall be convened and held according to the procedures stipulated in the rules to consider and vote for the matters within the extents of authority stipulated in the rules according to laws.

Article 4 The resolutions passed at A Share Convertible Bond Holders’ meetings under the rules shall be equally binding on all A Share Convertible Bond Holders (including those who are present at the meetings, do not attend the meetings, vote against the resolutions or abstain from voting and the A Share Convertible Bond Holders who become the holders of the A Share Convertible Bonds through transfer after passing the relevant resolutions).

Article 5 The A Share Convertible Bond Holders who hold the A Share Convertible Bonds through subscription or other means are deemed to agree the rules.

– 149 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

CHAPTER II RIGHTS AND OBLIGATIONS OF A SHARE CONVERTIBLE BOND HOLDERS

Article 6 Rights of the A Share Convertible Bond Holders:

(1) to receive agreed interests in accordance with the number of the A Share Convertible Bonds held by A Share Convertible Bond Holders;

(2) to convert the A Share Convertible Bonds held by A Share Convertible Bond Holders into A Shares of the Company according to the agreed conditions;

(3) to exercise right of sale back on agreed conditions;

(4) to assign, bestow or pledge the A Share Convertible Bonds held by A Share Convertible Bond Holders in accordance with the laws, administrative regulations, the rules and the Articles of Association;

(5) to receive relevant information in accordance with the laws, administrative regulations, the rules and the Articles of Association;

(6) to request the Company to repay the principal and interest of the A Share Convertible Bonds within the agreed period and by the agreed manner;

(7) right to attend the meetings of A Share Convertible Bond Holders, either in person or by proxy, and vote in accordance with relevant regulation under laws and administrative regulations and the rules; and

(8) other rights as creditors of the Company prescribed by applicable laws, administrative regulations, the rules and Articles of Association.

Article 7 Obligations of the A Share Convertible Bond Holders:

(1) to abide by the relevant terms of the issuance of A Share Convertible Bonds by the Company;

(2) to pay the subscription amount in accordance with the number of A Share Convertible Bonds subscribed for;

– 150 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

(3) to abide by the resolutions approved at the meetings of A Share Convertible Bond Holders;

(4) not to request the Company to make prepayment of the principal and interest of A Share Convertible Bonds, unless otherwise required by applicable laws and regulations, or otherwise agreed in the A Share Convertible Bonds Offering Document; and

(5) other obligations of A Share Convertible Bond Holders prescribed by applicable laws, administrative regulations, the rules and the Articles of Association.

CHAPTER III EXTENTS OF AUTHORITY OF A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 8 The extents of authority of A Share Convertible Bond Holders’ meetings are as follows:

(1) to resolve to whether to agree the Company’s proposal of modifying the plan contained in the A Share Convertible Bond Offering Document, despite of the fact that the A Share Convertible Bond Holders’ meeting shall not resolve to agree the Company in not paying the principal and interest of the bonds, modifying the interest rate and term of the bonds or cancelling the terms of redemption or sale back contained in the A Share Convertible Bond Offering Document;

(2) to resolve to whether to agree the solution to the failure to pay the principal and interest of the A Share Convertible Bonds on time by the Company; to resolve to the enforcement of repaying the principal and interest of the bonds by the Company and the guarantors through litigation and other procedures; to resolve to whether to participate in the legal procedures of the Company including rectification, settlement, reorganization or bankruptcy;

(3) to resolve to whether to accept the Company’s proposal in relation to a capital reduction (other than a capital reduction caused by a share buyback under equity incentive), merger, division, dissolution or files for bankruptcy and to resolve to the plan of exercising the rights entitled to the A Share Convertible Bond Holders according to laws;

(4) to resolve to the plan of exercising the rights of the A Share Convertible Bond Holders according to laws in case any material adverse change arises from the guarantors or the collateral;

– 151 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

(5) to resolve to the plan of exercising the rights of the A Share Convertible Bond Holders according to laws in case any event having a material impact on the interests of the A Share Convertible Bond Holders happens;

(6) to resolve to the amendments to the rules as permitted by the laws and regulations; and

(7) other circumstances which require to resolve at A Share Convertible Bond Holders’ meetings in accordance with the laws, administrative regulations and normative documents.

CHAPTER IV CONVENING OF A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 9 A Share Convertible Bond Holders’ meetings shall be convened and chaired by the Board of the Company. The Board of the Company shall, within 30 days after the proposal has been raised or received by the Board, convene the A Share Convertible Bond Holders’ meeting. The Board of the Company shall publish a notice in at least one designated media for information disclosure of listed companies at least 15 days prior to the meeting, which shall specify the specific time, venue, agenda, and methods, etc. as confirmed by the Board of the Company.

Article 10 During the term of A Share Convertible Bonds, an A Share Convertible Bond Holder’ meeting shall be convened by the Board of the Company upon the occurrence of any of the following events:

(1) the Company proposes to change the terms of A Share Convertible Bond Offering Document;

(2) the Company defaults in paying the principal and interests of A Share Convertible Bonds for the current period on time;

(3) the Company undertakes a capital reduction (other than a capital reduction caused by a share buyback under equity incentive), merger, division, dissolution or files for bankruptcy;

(4) the Company amends the rules for A Share Convertible Bond Holders’ meeting; and

(5) other matters which may affect the material interests of A Share Convertible Bond Holders.

– 152 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 11 The following entities or persons may propose an A Share Convertible Bond Holders’ meeting:

(1) the Board of the Company;

(2) the A Share Convertible Bond Holders individually or jointly holding 10% or more of the total par value of the outstanding bonds through written proposal; and

(3) other entities or persons prescribed by the laws, regulations and the CSRC.

Article 12 Within 15 days after the events mentioned in Articles 10 of the rules happen, or within 15 days after holders individually or jointly holding 10% or more of the par value of the outstanding bonds propose to convene an A Share Convertible Bond Holders’ meeting in writing to the Board of the Company, in the event that the Board of the Company fails to perform its duties under the rules, the holders individually or jointly holding 10% or more of the total par value of the outstanding bonds are entitled to publish a notice of convening the A Share Convertible Bond Holders’ meeting in the form of an announcement.

Article 13 After a notice of A Share Convertible Bond Holders’ meeting is given, no change shall be made to the meeting time or the proposals stated in the notice and the meeting shall not be cancelled due to a reason other than force majeure. In the event that there is a change in the meeting time or the proposals stated in the notice or the meeting is cancelled due to force majeure, the convenor shall notify all A Share Convertible Bond Holders with reasons provided in the form of an announcement within at least 5 trading days prior to the original date of convening such A Share Convertible Bond Holders’ meeting. No change shall be made to the record date of the A Share Convertible Bond Holders. The supplemental notice of the A Share Convertible Bond Holders’ meeting shall be published in the same designated media in which the notice of meeting was published.

Article 14 The convenor of the A Share Convertible Bond Holders’ meeting shall publish the notice of A Share Convertible Bond Holders’ meeting in the media designated by CSRC. A notice of A Share Convertible Bond Holders’ meeting shall comprise the following contents:

(1) the time, venue, convenor and way of voting of the meeting;

(2) matters to be considered at the meeting;

(3) explicit text stating that all A Share Convertible Bond Holders are entitled to attend and vote at the A Share Convertible Bond Holders’ meeting, either in person or by proxy;

– 153 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

(4) the record date on which to determine A Share Convertible Bond Holders who are entitled to attend the A Share Convertible Bond Holders’ meeting;

(5) necessary documents and formalities required for attending the meeting, including but not limited to the power of attorney authorizing the proxy to attend the meeting on behalf of the A Share Convertible Bond Holder;

(6) the name of the convenor and the names and telephone numbers of the contact persons for the affairs of the meeting; and

(7) other matters required to be notified by the convenor.

Article 15 The record date of the A Share Convertible Bond Holders’ meeting shall not be earlier than 10 days prior to the date of convening the A Share Convertible Bond Holders’ meeting and shall not be later than 3 days prior to the date of convening the A Share Convertible Bond Holders’ meeting. The holders of the outstanding A Share Convertible Bonds whose names appear in the depository register of China Securities Depository and Clearing Corporation Limited or of other institutions approved under applicable laws at the close of the record date will be entitled to attend the A Share Convertible Bond Holders’ meeting.

Article 16 On-site A Share Convertible Bond Holders’ meeting shall in principle be held at the domicile of the Company. The venue shall be provided by the Company or the convenor of the A Share Convertible Bond Holders’ meeting.

Article 17 An institution or a person who issues a notice of A Share Convertible Bond Holders’ meeting under the rules is the convenor of such meeting.

Article 18 When convening the A Share Convertible Bond Holders’ meeting, the convenor shall engage lawyers to issue legal opinions in relation to the following matters:

(1) whether or not the procedures for convening and holding the meeting are in compliance with laws, regulations and the rules;

(2) whether or not the qualifications of the persons present at the meeting, and of the convenor are lawful and valid;

(3) whether or not the voting procedures at the meeting and the voting results are lawful and valid; and

(4) other legal opinions to be issued in relation to other relevant matters at the request of the convenor.

– 154 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

CHAPTER V PROPOSALS, PARTICIPANTS AND THEIR RIGHTS OF A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 19 The proposal to be proposed at the A Share Convertible Bond Holders’ meeting for consideration shall be drafted by the convenor and shall be in compliance with the laws and regulations as permitted within the extents of authority of the A Share Convertible Bond Holders’ meeting with clear subject matters and specific items to be resolved.

Article 20 The matters to be considered at the A Share Convertible Bond Holders’ meeting shall be decided by the convenor according to Article 8 and Article 10 of the rules.

A Share Convertible Bond Holders individually or jointly holding 10% or more of the par value of the outstanding A Share Convertible Bonds may bring forward a provisional proposal to the A Share Convertible Bond Holders’ meeting. The Company and its related parties may attend the A Share Convertible Bond Holders’ meeting and bring forward a provisional proposal. The provisional proposal, provided with complete details, shall be submitted to the convenor no later than 10 days prior to the date of convening the A Share Convertible Bond Holders’ meeting. The convenor shall issue a supplemental notice of A Share Convertible Bond Holders’ meeting within 5 days after receiving the provisional proposal and publish an announcement containing the name of the A Share Convertible Bond Holder who proposed such proposal, the percentage of the bonds held by such A Share Convertible Bond Holder and the particulars of such proposal. The supplemental notice shall be published in the same designated media in which the notice of meeting was published.

Unless otherwise provided in the above articles, the convenor shall not amend the proposals set out in the notice of A Share Convertible Bond Holders’ meeting, or add new proposals after the notice of meeting is given. No voting shall take place and no resolutions shall be made at the A Share Convertible Bond Holders’ meeting on the proposals which are not set out in the notice of the meeting (including the supplemental notice of adding provisional proposals) or do not meet the requirements under the rules.

Article 21 Unless otherwise stipulated in the laws and regulations, A Share Convertible Bond Holders are entitled to attend or appoint a proxy to attend an A Share Convertible Bond Holders’ meeting and execute the voting rights. The travelling, catering and accommodation expenses incurred by the A Share Convertible Bond Holders and their proxies for attending the A Share Convertible Bond Holders’ meeting shall be borne by the A Share Convertible Bond Holders.

– 155 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

The following institutions or personnel may attend the A Share Convertible Bond Holders’ meeting and proposes resolutions for discussion and determination at the meeting, but has no voting rights:

① the bond issuer;

② other key related parties.

Shareholders holding more than 5% of the Shares of the Company, or the related parties of such Shareholders, the Company and the guarantors are collectively referred to as the “Other Key Related Parties”, and the number of A Share Convertible Bonds held by them shall not be included in the total number of the A Share Convertible Bonds having voting rights when passing a resolution at the A Share Convertible Bond Holders’ meeting. The record date of determining the aforementioned Shareholders of the Company shall be the record date of the A Share Convertible Bond Holders.

Article 22 An A Share Convertible Bond Holder who attends A Share Convertible Bond Holders’ meeting shall produce his/her own identity document and stock account card holding the outstanding A Share Convertible Bonds or other supporting documents as required by the applicable laws. A legal representative or responsible person who attends an A Share Convertible Bond Holders’ meeting on behalf of the A Share Convertible Bond Holder shall produce his/her own identity document, valid proof of his/her qualification as a legal representative or responsible person and stock account card holding the outstanding A Share Convertible Bonds or other supporting documents as required by the applicable laws.

A proxy who attends an A Share Convertible Bond Holders’ meeting on behalf of the A Share Convertible Bond Holder shall produce his/her own identity document, power of attorney issued by such A Share Convertible Bond Holder (or his/her legal representative or responsible person) according to laws, identity document of such A Share Convertible Bond Holder, stock account card holding the outstanding A Share Convertible Bonds of such A Share Convertible Bond Holder or other supporting documents as required by the applicable laws.

– 156 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 23 The power of attorney issued by an A Share Convertible Bond Holders to appoint another person to attend the A Share Convertible Bond Holders’ meeting shall contain the following particulars:

(1) the name and identity card number of the proxy;

(2) the extents of authority of the proxy, including but not limited to the right to vote;

(3) the instructions to vote for or against, or to abstain from voting on, each matter set out on the agenda of the A Share Convertible Bond Holders’ meeting;

(4) the date and validity of the power of attorney; and

(5) the signature or seal of such A Share Convertible Bond Holder. The power of attorney shall contain a statement that, in the absence of specific instructions from the A Share Convertible Bond Holder, the proxy may or may not vote at his/her discretion. The power of attorney shall be made available to the convenor of the A Share Convertible Bond Holders’ meeting at least 24 hours prior to the meeting.

Article 24 The Board of the Company shall engage lawyers to attend the A Share Convertible Bond Holders’ meeting and issue legal opinions in relation to the convening and holding voting procedures, and qualifications of the attendees of the meeting. The convenor and the lawyer shall jointly verify the qualifications and legitimacy of A Share Convertible Bond Holders attending the meeting based on the register of the A Share Convertible Bond Holders provided by the securities registration and clearing institution at the close of the record date, and record the names of A Share Convertible Bond Holders and their proxies attending the A Share Convertible Bond Holders’ meeting and the number of A Share Convertible Bonds held by them with voting rights.

The aforementioned register of A Share Convertible Bond Holders shall be acquired by the Company from the securities registration and clearing institution and shall be provided to the convenor free of charge.

– 157 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

CHAPTER VI HOLDING OF A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 25 A Share Convertible Bond Holders’ meetings may be held in the form of on-site meetings, correspondence or other methods.

Article 26 A Share Convertible Bond Holders’ meetings shall be chaired by the Chairman of the Board. In the event that the Chairman is unable to chair the meeting, the meeting shall be chaired by the Director authorized by the Chairman. In the event that both the Chairman and the Director authorized by the Chairman are unable to chair the meeting, an A Share Convertible Bond Holder elected by the A Share Convertible Bond Holders representing at least 50% (exclusive) of par value of the A Share Convertible Bonds shall chair the meeting.

The chairman of A Share Convertible Bond Holders’ meeting shall announce the agenda of procedure and important notice of the meeting, nominate and announce scrutineers in accordance with the rules and procedure and present the proposals. Voting will be commenced after discussion of the proposals. The resolution at the meeting will be effective upon witness by a lawyer.

Article 27 As requested by A Share Convertible Bond Holders individually or jointly holding 10% or more of the total voting rights of the A Share Convertible Bonds, the Company shall appoint its directors, supervisors or senior management to present at the A Share Convertible Bond Holders’ meeting. Save for the trade secrets of the Company or those as restricted by the applicable laws and the information disclosure requirements of the listed companies, the directors, supervisors or senior management of the Company who present at the meeting shall answer to or explain for the enquiries and suggestions from the A Share Convertible Bond Holders.

Article 28 The convenor of the meeting shall make a signature book of persons attending the meeting. The signature book shall contain the name of the persons (or the name of the units) attending the meeting, identity card number, residence address, the total par value of the A Share Convertible Bonds with voting rights held or represented by them and the name of the proxies (or the name of the units).

Meeting registration shall be terminated before the chairman of the meeting announces the number of A Share Convertible Bond Holders and proxies physically present at the meeting as well as the total number of A Share Convertible Bonds held or represented.

Article 29 The directors, supervisors and senior management of the Company may present at A Share Convertible Bond Holders’ meetings.

– 158 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 30 As agreed at the meeting, the chairman of the meeting has the right to adjourn and resume the meeting or change the venue of the meeting. As requested at the meeting by way of resolution, the chairman of the meeting shall change the time and venue of the meeting based on the resolution. The resumed meeting after adjournment shall not make a resolution to the matters beyond the extents of the proposals at the original meeting.

Article 31 Every proposal submitted to the meeting shall be voted by the A Share Convertible Bond Holders who have the right to attend the A Share Convertible Bond Holders’ meeting or their duly appointed proxies at the meeting. Every bond shall have one vote.

CHAPTER VII VOTING, RESOLUTION AND MINUTES OF A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 32 Different proposals or different juxtaposed matters on the same proposal of the A Share Convertible Holders’ meeting shall be considered and voted one by one. Except for special reasons such as force majeure that result in suspending a meeting or failing to make any resolution, no proposal set forth in the notice of the meeting may be shelved or may not be voted at the meeting.

In the event that there are different proposals on the same matter, they shall be voted and resolved in chronological order of proposing such proposals. No voting shall take place for the matters not announced at the A Share Convertible Bond Holders’ meeting. When considering the matters to be considered at the A Share Convertible Bond Holders’ meeting, no change shall be made to the matters to be considered. Any change to the matters to be considered shall be deemed as a new matter to be considered and shall not be voted at such meeting.

Article 33 Voting at A Share Convertible Bond Holders’ meetings shall take place by way of open ballot. When the A Share Convertible Bond Holders or their proxies vote for the matters to be considered, they shall only vote for or against or abstain.

The un-filled, wrongly-filled, illegible votes shall be considered as spoilt votes and the correspondingly voting shares for such votes shall not be included in the voting results. Un- voted votes shall be deemed as the voters’ waiver of voting rights and shall not be included in the voting results.

Article 34 The following A Share Convertible Bond Holders may attend A Share Convertible Bond Holders’ meetings, submit proposals at the meeting for discussion and express opinions thereon but have no voting rights, and the number of A Share Convertible Bonds represented by them shall not be included in the number of A Share Convertible Bonds in the attendance of A Share Convertible Bond Holders’ meetings:

(1) A Share Convertible Bond Holders who hold 5% or more of the Shares in the Company; and

(2) the related parties of the above Shareholders of the Company, the Company and the guarantors.

– 159 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 35 There shall be two scrutineers at the meeting, who are responsible for counting votes and scrutinizing voting. The scrutineers shall be recommended by the chairman of the meeting and shall be served by A Share Convertible Bond Holders (or proxies of A Share Convertible Bond Holders) attending the meeting. A Share Convertible Bond Holders who have related party relationships with the Company and their proxies shall not serve as scrutineers.

When voting for each of the matters for consideration, the votes shall be counted by at least two A Share Convertible Bond Holders (or proxies of A Share Convertible Bond Holders) and an authorized representative of the Company, who shall announce the voting results on the spot. The lawyer shall be responsible for witnessing the voting procedures.

Article 36 The chairman of the meeting shall confirm whether the resolution at the A Share Convertible Bond Holders’ meeting is passed based on the voting results and announce the voting results at the meeting. The voting results for the resolution shall be included in the minutes of the meeting.

Article 37 In the event that the chairman of the meeting has any doubt to the results of the resolution submitted for voting, he/she may recount the casted votes. In the event that the chairman of the meeting does not propose to recount the votes, A Share Convertible Bond Holders (or proxies of A Share Convertible Bond Holders) attending the meeting and disagreeing with the results announced by the chairman of the meeting shall have the right to demand for recounting the votes immediately upon the announcement of voting results, and the chairman of the meeting shall arrange to recount the votes immediately.

Article 38 In order to be valid, the resolutions passed at A Share Convertible Bond Holders’ meetings shall be agreed by the holders held more than two-thirds of the total par value of the outstanding A Share Convertible Bonds attending the meeting.

Article 39 The resolutions passed at A Share Convertible Bond Holders’ meeting shall be effective from the date of passing the voting. Those needed to be approved by CSRC or other authorities shall be effective from the date of approval or the date otherwise determined by the relevant approval. Pursuant to the relevant laws, regulations, A Share Convertible Bond Offering Document and the rules, the resolutions passed at A Share Convertible Bond Holders’ meetings by voting shall be legally binding on all A Share Convertible Bond Holders (including those who do not attend the meeting or hold different views towards the results).

– 160 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

In the event that any resolution in relation to the A Share Convertible Bonds causes any change in the rights and obligations between the Company and the A Share Convertible Bond Holders, in addition to those made by A Share Convertible Bond Holders being binding on the Company as clearly stated in laws, regulations, departmental rules and the A Share Convertible Bond Offering Document:

(1) If such resolution is made based on a proposal from an A Share Convertible Bond Holders, it shall be legally binding on the Company and all A Share Convertible Bond Holders after being passed at the A Share Convertible Bond Holders’ meeting by voting and obtaining a written consent of the Company;

(2) If such resolution is made based a proposal from the Company, it shall be legally binding on the Company and all A Share Convertible Bond Holders after being passed at the A Share Convertible Bond Holders’ meeting by voting.

Article 40 The Board of the Company will make an announcement to inform the A Share Convertible Bond Holders of the resolutions within 2 trading days after the resolution being passed at the A Share Convertible Bond Holders’ meeting. The announcement shall contain the date, time, venue, method, convenor and chairman of the meeting, the number of A Share Convertible Bond Holders and proxies attending the meeting, the number of A Share Convertible Bonds with voting rights represented by A Share Convertible Bond Holders and proxies attending the meeting and its percentage to the total number of the A Share Convertible Bonds, the voting results of each of the matters to be considered and the details of the resolutions passed.

Article 41 Minutes shall be prepared for A Share Convertible Bond Holders’ meetings and shall contain the following particulars:

(1) time, venue and agenda of the meeting and the name of convenor;

(2) names of the chairman of the meeting, persons who attend and present at the meeting and witnessing lawyer, scrutineers and vote counters of the meeting;

– 161 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

(3) number of A Share Convertible Bond Holders and proxies attending the meeting, the number of A Share Convertible Bonds with voting rights represented by them and its percentage to the total number of the A Share Convertible Bonds;

(4) the main points for each of the matters to be considered;

(5) the voting results of each of the matters voted for;

(6) the enquiries and suggestions from A Share Convertible Bond Holders and the reply and explanation from the directors, supervisors or senior management of the Company; and

(7) any other particulars considered to be necessary to be included in the minutes according to the laws, administrative regulations, normative documents and A Share Convertible Bond Holders’ meetings.

Article 42 The convenor and chairman of the meeting shall guarantee the truthfulness, accuracy and completeness of the minutes of A Share Convertible Bond Holders’ meeting. The minutes shall be signed by the chairman, convenor (or his/her representative), recorder and scrutineers who attend the meeting. The Board of the Company shall keep the minutes, casted votes, signature books, power of attorney, legal opinions issued by lawyers and other documents and information in relation to A Share Convertible Bond Holders’ meetings for ten years.

Article 43 The convenor shall guarantee the proceeding of the A Share Convertible Bond Holders’ meeting until a final resolution is formed.

In the event that the meeting is interrupted, cannot proceed normally or fails to make a resolution due to special reasons such as force majeure and unexpected events, necessary measures shall be taken to resume or directly terminate the meeting as soon as possible and an announcement shall be made for such circumstances. At the same time, the convenor shall report to the branch of the CSRC in where the Company operates and the Shanghai Stock Exchange. Measures shall be taken to stop the behavior which interrupts the meeting, provokes troubles and infringe the legitimate rights of A Share Convertible Bond Holders and a report shall be made to the relevant authorities for investigation and punishment.

– 162 – APPENDIX VI RULES FOR A SHARE CONVERTIBLE BOND HOLDERS’ MEETING

Article 44 The Board of the Company shall execute the resolutions passed at the A Share Convertible Bond Holders’ meetings in a strict manner, communicate with the relevant parties on behalf of A Share Convertible Bond Holders with respect to the relevant resolutions in a timely manner and procure the concrete implementation of the resolutions passed at the A Share Convertible Bond Holders’ meetings.

CHAPTER VIII SUPPLEMENTAL PROVISIONS

Article 45 If there is any specific provision on these rules for the A Share Convertible Bond Holders’ meeting in the laws, administrative regulations and normative documents, such provision shall be complied with. Without the consent of the Company and being resolved and passed at A Share Convertible Bond Holders’ meeting, no change shall be made to the rules.

Article 46 The matters to be announced under the rules shall be announced on the website of the Shanghai Stock Exchange and the media of information disclosure designated by the Company.

Article 47 In the rules, the expressions of “above” and “within” shall be inclusive of the stated figure while the expressions of “over”, “lower than” and “more than” shall be exclusive of the stated figure.

Article 48 The “outstanding A Share Convertible Bonds” mentioned in the rules refers to all issued A Share Convertible Bonds other than the following A Share Convertible Bonds:

(1) the A Share Convertible Bonds which have paid for principal and interest;

(2) the A Share Convertible Bonds which falls due for principal and interest with such payment being paid by the Company to the payment agent and becoming available to pay principal and interest to A Share Convertible Bond Holders. The payment shall comprise any interest and principal of such A Share Convertible Bonds payable under the terms of the A Share Convertible Bonds as at the date of payment;

(3) the A Share Convertible Bonds which have been converted to the A Shares of the Company; and

(4) the A Share Convertible Bonds which have been repurchased and cancelled by the Company as agreed.

Article 49 Any dispute arising from the legitimacy of the convening, holding, voting procedures and resolution of A Share Convertible Bond Holders’ meetings shall be resolved through litigation at the people’s court having the right of jurisdiction in where the Company’s domicile located at.

Article 50 The rules shall be effective from the date of issuing A Share Convertible Bonds upon consideration and approval at the general meetings of the Company.

– 163 – APPENDIX VII SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2018–2020

Shareholders’ Return Plan for the Next Three Years (2018–2020) of China Railway Construction Corporation Limited has been passed at the 49th meeting of the third session of the Board of the Company, and will be submitted to the EGM for consideration, details of which are set out below:

1. FACTORS OF CONSIDERATIONS FOR SHAREHOLDERS’ RETURN PLAN

The Company focuses on long-term and sustainable development. By comprehensively taking into account the actual situation of the Company’s operation and development, Shareholders’ willingness and needs, social capital costs and external financing environment, and having adequately considered the Company’s development stage, current and future profitability and cash flow, the Company established a sustainable, stable and scientific return plan and mechanism on the basis of balancing the short-term and long-term interests to ensure the consistency and stability of the profit distribution policy.

2. PRINCIPLES FOR FORMULATING THE SHAREHOLDERS’ RETURN PLAN

The Company will implement a sustainable and stable profit distribution policy by comprehensively taking into account reasonable investment returns for the Shareholders and the Company’s long- term development, while amply considering the opinions of Shareholders (in particular, the minority Shareholders) and independent Directors. The Company shall take cash dividends in priority under the situation of meeting the Company’s capital needs for production, operation and sustainable development and optimize the cash dividend system and maintain the consistency, reasonableness and stability of cash distribution policy.

3. SPECIFIC SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2018– 2020

(1) The Company carries out dividend distribution by way of cash, stock or a combination of both. Distribution of cash dividends is generally carried out once a year. The Company may distribute interim profits under favorable conditions.

(2) Specific conditions and proportion of the Company’s distribution of cash dividends:

Except for special circumstances, if the Company’s profit for the year and its accumulative undistributed profit are positive, the Company shall adopt dividend distribution by way of cash, and the profit to be distributed by way of cash on an annual basis shall not be less than 15% of the distributable profit realized for the year as set out in the consolidated financial statements.

– 164 – APPENDIX VII SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2018–2020

Such special circumstances refer to:

1. where the audit firm issues a non-standard unqualified audit report for the financial report of the Company for the year;

2. where the Company has major investment plan or significant cash expenditure, excluding fund-raising projects. Such major investment plan or significant cash expenditure refers to the accumulated expenditure of external investment and asset acquisition by the Company within the following 12 months reaching or exceeding 30% of the latest audited net assets.

(3) The Board of the Company shall take various factors into comprehensive consideration, including its industry features, development stage, self-operation mode and profitability level as well as whether it has any substantial capital expenditure arrangement, and differentiate the following circumstances to propose a differentiated policy for cash dividend distribution pursuant to the procedures stipulated in the Articles of Association of the Company:

1. where the Company is in a developed stage with no substantial capital expenditure arrangement, the cash dividend distribution shall reach a minimum of 80% of the total profit distribution when distributing its profits;

2. where the Company is in a developed stage with substantial capital expenditure arrangement, the cash dividend distribution shall reach a minimum of 40% of the total profit distribution when distributing its profits;

3. where the Company is in a developing stage with substantial capital expenditure arrangement, the cash dividend distribution shall reach a minimum of 20% of the total profit distribution when distributing its profits;

If it is difficult to distinguish the Company’s stage of development but it has substantial capital expenditure arrangement, the profit distribution may be dealt with pursuant to the preceding provisions.

(4) Where the Company is in a sound operating condition, and the Board considers that the stock price of the Company does not match its scale of share capital and when the distribution of dividends in shares is in the interests of all Shareholders of the Company as a whole, the Company may propose the preliminary plan for distribution of dividend in shares upon fulfilment of the above conditions of cash dividends distribution.

– 165 – APPENDIX VII SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2018–2020

4. CONSIDERATION PROCEDURES FOR PROFIT DISTRIBUTION PLAN OF THE COMPANY

(1) The profit distribution plan of the Company shall be formulated by the management before being submitted to the Board and the supervisory committee of the Company for consideration. The Board shall carry out thorough discussion on the rationality of the profit distribution plan and form a specific resolution, which will then be submitted to the general meeting for consideration after explicit independent opinions concerning the profit distribution plan are expressed by independent Directors. The Company shall provide Shareholders with online voting methods when such profit distribution plan is considered at the general meeting.

(2) When formulating specific plan for cash dividends distribution by the Company, the Board shall carefully study and demonstrate matters such as timing, conditions and minimum proportion, conditions for adjustment and requirements for the decision-making procedures of the cash dividends distribution of the Company. Independent Directors shall explicitly express their opinions thereon. Independent Directors may collect opinions from minority Shareholders, put forward a dividend distribution proposal, and directly submit to the Board for consideration.

(3) Where the Company does not carry out cash dividends distribution due to the above– mentioned special circumstances, the Board shall provide specific explanations for matters such as the specific reasons for not distributing cash dividends, the exact purpose for the retained profit of the Company and the estimated investment revenue, submit such matters to the general meeting for consideration after the independent Directors give their opinions thereon, and disclose the same in the media designated by the Company.

5. THE CYCLE FOR FORMULATING THE SHAREHOLDERS’ RETURN PLAN AND RELEVANT DECISION-MAKING MECHANISM

(1) The Board of the Company shall ensure the review of the plan in every three years and make timely and reasonable amendments according to the changes in situation or policies, and ensure that the content would not breach the relevant laws and regulations and profit distribution policy required in the Articles of Association of the Company.

(2) In the next three years, if adjustments need to be made on the plan resulting from material changes affected by external operational environment or self-operational situation, new Shareholders’ return plan shall be in compliance with relevant laws and regulations and the requirements of the Articles of Association of the Company.

– 166 – APPENDIX VII SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2018–2020

(3) Where the Company wishes to make adjustments or changes to the Shareholders’ return plan, the Board shall conduct specific discussion, give a detailed explanation of the reasons of the changes, and prepare a written report justifying such changes, which shall be reviewed by the independent Directors before submitting to the general meeting for approval by means of special resolution. When considering matters in relation to changes to the profit distribution policy, the Company shall provide Shareholders with online voting method.

6. APPENDIX

Any matters not covered herein will be taken in force according to the requirements of relevant laws and regulations and normative documents and the Articles of Association. The Board is responsible for the justification of the plan and it shall be implemented from the date of consideration and approval at the general meeting of the Company, and amendments herein shall be treated the same.

– 167 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

I. GENERAL INFORMATION OF THE PROJECTS

In the recent three years and the latest period (i.e. from 1 January 2014 to 30 September 2017, hereinafter referred to as the “Reporting Period”), there were a total of 160 real estate projects under the Company and the real estate enterprises which are subsidiaries falling within the scope of the consolidated statements of the Company for sale, under construction, to be constructed and to be transferred during the Reporting Period, and there were a total of 134 corresponding project companies (hereinafter referred to as “Real Estate Enterprises within the Scope of the Self- inspection”). Please refer to Schedule: Statistical Table of Summary on Real Estate Enterprises within the Scope of the Self-inspection 《列入本次自查範圍的房地產企業概況統計表》( ) of the Self-inspection Report 《自查報告》( ) for basic information of the projects and the project companies.

II. INFORMATION OF THE REAL ESTATE BUSINESS OF THE COMPANY

As one of the 16 central enterprises approved by the SASAC mainly engaged in real estate business, the Company has formulated and carried out a number of management policies and measures since the launch of real estate business in 2007, such as Real Estate Development and Operating Management Measures of CRCC 《中國鐵建房地產開發與經營管理辦法》( ), Notice on Further Accelerating the Turnover of Real Estate Projects and Increasing the Efficiency in Use of Proceeds of the Enterprises 《關於進一步加快房地產項目週轉速度，提高企業資金( 使用效率的通知》), Notice on Relevant Matters in Relation to the Strict Implementation of the National Real Estate Regulation Policies 《關於嚴格執行國家房地產調控政策有關事項的通( 知》), Regular Reporting System of Statistics on Real Estate Plan 《房地產計劃統計定期報表制( 度》), Guidance on Implementation of the Engagement of CRCC in Development and Construction of Affordable Housing 《中國鐵建參與保障性住房開發建設實施指導意見》( ) and Guidance on Further Strengthening the Management of Real Estate Business 《關於進一步加強房地產業務( 管理的指導意見》) to guide and manage real estate business from various aspects such as policy implementation, standardized operation and risk prevention.

(i) Strictly implementing relevant regulations and policies related to land management to avoid idle land

The Company attached great importance to the work of internal risk management of real estate business. Through establishing sound corporate internal management system, the Company ensured strict performance of obligations as set out in the land transfer contracts, conducted real estate development business pursuant to laws and regulations, and strived to eliminate the problems of violating the laws and regulations such as idle land due to the reasons arising from itself. Each of the legal compliance department of the project companies commenced their work of risk internal management from the beginning of the land bidding process. Based on the times of payment of the land premium and the terms of construction and completion as agreed in the land transfer contracts, such project companies issued legal opinions to carry out risk disclosures and ensure stringent execution of contracts.

– 168 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

(ii) Adhering to the development strategy of “quick entering and exiting for fast turnaround”

In order to effectively prevent operating risks and promote sustainable and healthy development of real estate business, the Company formulated the development strategy of “quick entering and exiting for fast turnaround” in early 2007, and regarded “fast turnaround” as the main management guideline and key focus of the property business of the Company. Focusing on projects of fast turnaround and high capital utilization efficiency, as well as projects satisfying inelastic self-use demand and certain projects satisfying the demand for better housing, the Company adhered to the basic principle of “sales-driven production and investment-based expenditure” to carry out fast turnaround and normative operation.

(iii) Paying attention to the social influence of central enterprise, legally conducting the sales of property sources and strived to eliminate behaviors that violates regulations such as deliberate withholding of properties from sales, hoarding properties and raising housing prices

As a ultra-large central enterprise under the SASAC of the State Council, the Company has been attaching great importance to social influence and development of brand and goodwill. During the course of development and construction of real estate business, all works related to the application for approval and construction, pre-sale of properties and price publicity and others are in strict compliance with laws and regulations. The Company ensured that both procedures for commencement and completion of construction and sale prices of the projects have been approved by relevant government and that engagement in real estate operation business by the Company is permitted under relevant government policies. Sales of properties of each real estate project are not allowed if pre-sale permits are not obtained. The real estate development projects that has obtained the pre-sale permit or made existing house sales filing for the real estate development projects shall, on a one-off basis, disclose all the properties within specified time, and sell such properties at expressly marked price strictly according to the applied price, so as to eliminate behaviors that violates regulations such as deliberate withholding of properties from sales, hoarding properties and raising housing prices.

– 169 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

(iv) Conducting real-time supervision on real estate projects within the system and regularly carrying out self-inspection activities

In respect of the supervision and information collection as well as the data statistics of real estate projects, the Company formulated Regular Reporting System of Statistics on Real Estate Plan 《房地產計劃統計定期報表制度》( ) and launched software applications such as “Real Estate Reporting System of CRCC” (中國鐵建房地產報表系統), “Siyuan Real Estate Sales System” (思源房地產銷售系統) and “Real Estate Module of Enterprise Application Center” (企業應用中心的房地產模塊) in units operating real estate development projects within the system to make full use of the information management platform and realize online real- time dynamic monitoring, so that information can be monitored, behaviors can be traced, and mistakes can be tracked. Real estate leading groups of shareholding companies irregularly carried out survey and provided guidance for the progress and sales of key projects every year to ensure smooth implementation, legal compliance and professional operation of all projects.

(v) Performing social responsibilities of central enterprise and actively participating in construction of affordable housing

As an ultra-large central enterprise under the SASAC of the State Council, the Company has a profound understanding towards the significance of participating in the construction of affordable housing, and regards proactive participation of construction of affordable housing as an important path and way to perform social responsibilities. In the aspect of contracting to build affordable housing, the Company required units engaging in businesses such as housing construction, planning and design, material supply and so on within the system to actively participate in the construction, design and material supply of affordable housing according to their actual situation. The Company required all units engaging in the construction within the system to establish the awareness of “quality is the first priority”, strengthened its process management on all sections of construction, controlled the construction cost, guaranteed the construction period of projects, and practically prevented quality and safety accidents.

– 170 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

III. STATUS OF THE SELF-INSPECTION

In accordance with relevant requirements of the CSRC and pursuant to requirements as set out in relevant laws, administrative regulations, departmental rules and normative documents such as Land Administration Law of the People’s Republic of China 《中華人民共和國土地管理法》( ), Implementation Rules of Land Administration Law of the People’s Republic of China 《中華人民( 共和國土地管理法實施細則》), Urban Real Estate Administration Law of the People’s Republic of China 《中華人民共和國城市房地產管理法》( ), Notice of the State Council on Resolutely Curbing the Soaring Housing Price in Some Cities 《國務院關於堅決遏制部分城市房價過快上漲的通( 知》) (Guo Fa [2010] No. 10, hereinafter referred to as the “No. 10 Document”), Notice of the General Office of the State Council on Further Improving the Regulation of the Real Estate Market (Guo Ban Fa [2013] No. 17, hereinafter referred to as the “Guo Ban Fa No. 17 Document”) and Adjustment to the Regulatory Policy on Re-financing, Merger and Acquisition and Reorganization Involving Real Estate Business of Listed Companies 《證監會調整上市公司再融資、併購重( 組涉及房地產業務監管政策》) issued by CSRC, the Company conducted a comprehensive self- inspection on Real Estate Enterprises within the Scope of the Self-inspection.

IV. PARTICULARS OF THE SELF-INSPECTION

(i) Self-inspection with respect to administrative penalties or filing for investigations due to idle lands

On 13 June 2014, the Ministry of Land and Resources published a report on the “Intensification of Disposal of Idle Lands in Key Areas in Hainan” on its website, which mentioned that “the staff had a thorough understanding of various reasons that obstructed the construction works during the disposal of idle lands for projects such as ‘Shuxiang Small Town’ in Wenchang. The reasons included the outstanding issues arising from land acquisition and compensation (in respect of the government), the lack of timely place of investment and the slow progress of development and construction (in respect of enterprises).”

On 13 November 2013, Bureau of Land, Environment and Resources of Wendang issued the Identification Letter on Idle Lands (Wen Guo Xian Tu Ding Zi [2013] No. 40 《閒( 置土地認定書》 (文國閒土定字[2013]40 號)), which stated that, “Based on the actual result of investigation and in accordance with the requirements of the Provision on the Identification and Disposal of Idle Land in Hainan Province《海南省閒置土地認定和處置規定》 (Provincial Government Order No. 247), and upon review by the Municipal People’s Government of Wenchang, the above land parcel (i.e., the land used for the project of Shuxiang Small Town (Wen Guo Tu Chu [2005] No. 30-1) (文國土儲[2005]-30-1號)) was identified to be a parcel of idle land and the idling was caused by the government or government departments.”

– 171 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

On 25 February 2014, Wenchang Shuxiang Small Town Development Co., Ltd. received the Construction Work Implementation Permit (No.: 469005201402250101) issued by Bureau of Residential and Urban and Rural Construction of Wenchang, and the name of the project is “22 # –26 # Floor, Five High-rise Residential Buildings, Phase I of Wenchang Shuxiang Small Town”.

On 30 January 2015, Bureau of Land, Environment and Resources of Wenchang issued the Confirmation Letter to confirm that as Wenchang Shuxiang Small Town Development Co., Ltd. had commenced development and construction as scheduled and the investment amount had reached more than 25% of the total investment amount, there were no idle lands.

After obtaining the Construction Work Implementation Permit, the Company has completed the disposal of the land used for the project pursuant to the requirements of Article 19 and Article 21 of the Provision on the Identification and Disposal of Idle Land in Hainan Province. At present, the construction has fully started for the land used for the project, and the completed construction area accounts for about 70% of the total construction area of the project, with the remaining development work being carried out in order.

Based on the above, though there are identified idle lands under the project, as the idling is caused by the government or government departments and the project has legally started construction during the Reporting Period, and Bureau of Land, Environment and Resources of Wenchang has confirmed that the Company does not intentionally possess idle lands. As such, the Company believes that the above situation will not constitute a substantial obstacle to this issuance.

Save for the matters mentioned above, during the Reporting Period, Real Estate Enterprises within the Scope of the Self-inspection did not involve in any act of land idling, collection of land idling fees or land resumption identified by competent government departments by receiving the Identification Letter on Idle Lands, “Letter of Decision on the Collection of Land Idling Fees” 《徵繳土地閒置費決定書》( ) and Notification to Withdraw the State- owned Construction Land Use Right 《收回國有建設用地使用權決定書》( ), nor were subject to administrative penalties or filing for investigations by competent departments due to idle lands.

– 172 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

(ii) Self-inspection with respect to administrative penalties or filing for investigations due to land speculation

According to the self-inspection, details of the real estate development projects held and developed by Real Estate Enterprises within the Scope of the Self-inspection that were transferred to third parties during the Reporting Period, are set out as below:

1. Nanchang Qingxiu City Project

On 3 December 2016, China Railway 16th Bureau Group Holdings Investment Co., Ltd. (中鐵十六局集團置業投資有限公司), a subsidiary of the Company, has entered into the Capital Increase and Share Enlargement Agreement with China Resources SZITIC Trust Co., Ltd., pursuant to which, the registered capital of China Railway 16th Bureau Group Jiangxi Jingcheng Real Estate Co., Ltd. (中國鐵建十六局集團置業江西京誠房地產有限公司) was increased from RMB70,000,000 to RMB170,000,000. The additional registered capital of RMB100,000,000 was fully paid up by China Resources SZITIC Trust Co., Ltd..

Before the capital increase and share enlargement, China Railway 16th Bureau Group Jiangxi Jingcheng Real Estate Co., Ltd. was the construction unit of Nanchang Qingxiu City Project, in which China Railway 16th Bureau Group Holdings Investment Co., Ltd. holds 100% of its equity interests. After the capital increase and share enlargement, the shareholding of China Railway 16th Bureau Group Holdings Real Estate Investment Co., Ltd. in China Railway 16th Bureau Group Jiangxi Jingcheng Real Estate Co., Ltd. was changed to 41.18% and the project is no longer included in the consolidated statements of the Company.

Before the capital increase and share enlargement, the transfer fee for the land use right of Nanchang Qingxiu City Project has been fully settled, and the State-owned Land Use Rights Certificate (Hong Tu Guo Yong (Deng Jing 2015) No. D009) (“洪土國用（登經2015)第D009號”《國有土地使用權證書》) was obtained on 30 March 2015.

According to the self-inspection and enquiry of the relevant information from “Inspection and Disposal of Illegal Cases” on the website of Bureau of Land and Resources of Nanchang, the Company and its subsidiaries were not subject to administrative penalties due to land speculation during the Reporting Period.

– 173 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

2. Renovation of Urban Village in Taiyuan International City Housing Land Parcel Nos. 2 and 3 Project

On 11 July 2016, China Railway 22nd Bureau Group Real Estate Development Co., Ltd. (中鐵二十二局集團房地產開發有限公司) has entered into the Property Right Trading Agreement with Shanxi Poly Real Estate Development Co., Ltd. (山西保利房地產開發有限公司), pursuant to which, 70% of equity interests in China Railway 22nd Bureau Group Taiyuan Real Estate Development Co., Ltd. (中鐵二十二局集團太原房地產開發有限公司) held by China Railway 22nd Bureau Group Real Estate Development Co., Ltd. and creditor’s right of RMB988,229,441.11 were transferred to Shanxi Poly Real Estate Development Co., Ltd..

Before the equity transfer, China Railway 22nd Bureau Group Taiyuan Real Estate Development Co., Ltd. was the construction unit of Renovation of Urban Village in Taiyuan International City Housing Land Parcel No. 2 of CRCC (hereinafter referred to as “Land No. 2”) and Renovation of Urban Village in Taiyuan International City Housing Land Parcel No. 3 of CRCC (hereinafter referred to as “Land No. 3”). China Railway 22nd Bureau Group Real Estate Development Co., Ltd. held 70% of its equity interests. After the equity transfer, China Railway 22nd Bureau Group Real Estate Development Co., Ltd. no longer holds the equity interests in China Railway 22nd Bureau Group Taiyuan Real Estate Development Co., Ltd., and the project is no longer included in the consolidated statements of the Company.

As of the date of the equity transfer, the transfer fee for the land use right of Land No. 2 and Land No. 3 has been fully settled, and the State-owned Land Use Rights Certificate (Bing Zheng Di Guo Yong (2015) No. 00098 and Bing Zheng Di Guo Yong (2015) No. 00119) (“並政地國用(2015)第00098號”和“並政地國用(2015)第00119號” 《國有土地使用權證書》) have been obtained.

According to the self-inspection and enquiry of the relevant information from “Notice of Disposal of Land Cases” on the website of Bureau of Land and Resources of Taiyuan, the Company and its subsidiaries were not subject to administrative penalties due to land speculation during the Reporting Period.

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3. Junchen Apartment (CRCC Hangzhou Dexin Junchen) Project

On 6 May 2016, China Railway Real Estate Group Zhejiang Jingcheng Investment Co., Ltd. (中鐵房地產集團浙江京城投資有限公司), a subsidiary of the Company, entered into the Property Right Trading Agreement with Dexin Real Estate Group Co., Ltd. (德信地產集團有限公司), pursuant to which 16% of equity interests in Hangzhou Jingping Real Estate Co., Ltd. (杭州京平置業有限公司) held by China Railway Real Estate Group Zhejiang Jingcheng Investment Co., Ltd. and creditor’s rights of RMB146,890,300 were transferred to Dexin Real Estate Group Co., Ltd..

Before the equity transfer, Hangzhou Jingping Real Estate Co., Ltd. was the construction unit of Junchen Apartment (CRCC Hangzhou Dexin Junchen) and China Railway Real Estate Group Zhejiang Jingcheng Investment Co., Ltd. held 51% of its equity interests. After the equity transfer, the shareholding of China Railway Real Estate Group Zhejiang Jingcheng Investment Co., Ltd. in Hangzhou Jingping Real Estate Co., Ltd. was changed to 35%, and the project is no longer included in the consolidated statements of the Company.

Before the equity transfer, the transfer fee for the land use right of Junchen Apartment (CRCC Hangzhou Dexin Junchen) Project has been fully settled, and the State-owned Land Use Rights Certificate (Hang Xiao Guo Yong (2016) No. 4700009) (“杭蕭國用 (2016)第4700009號”《國有土地使用權證書》) has been obtained on 17 February 2016.

According to the self-inspection and enquiry of the relevant information from the website of Bureau of Land and Resources of Hangzhou, the Company and its subsidiaries were not subject to administrative penalties due to land speculation during the Reporting Period.

According to the self-inspection, the Company hereby confirms that, save for the above mentioned, there is no transfer of real estate development projects held and developed by Real Estate Enterprises within the Scope of the Self-inspection to third parties during the Reporting Period; none of them is subject to administrative penalties or filing for investigations due to land speculation.

– 175 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

(iii) Self-inspection with respect to administrative penalties or filing for investigations due to deliberate withholding of properties from sales and raising housing prices

During the Reporting Period, after the commodity housing projects obtained pre-sale permits or finished the filing of existing house sales, all of the Real Estate Enterprises within the Scope of the Self-inspection have, on an one-off basis, disclosed all the flats that are permitted to be sold and the price of each flat, and sold such flats at expressly marked price strictly according to the applied price without deliberate withholding of properties from sales.

During the Reporting Period, regarding commodity housing projects that obtained pre-sale permits and are ready for sale, all of the Real Estate Enterprises within the Scope of the Self-inspection have obeyed the requirement of selling at expressly marked price strictly according to the applied price and the requirement of “one flat, one price”, and without the breach of laws and regulations by way raising housing prices, which includes creating false phenomenon of tight supply of housings by intentionally setting unbalanced high prices or signing false sale and purchase contracts on commodity housings.

During the Reporting Period, the Real Estate Enterprises within the Scope of the Self- inspection were not subject to administrative penalties filing for or investigations due to deliberate withholding of properties from sales and raising housing prices.

V. CONCLUSION OF THE SELF-INSPECTION

In conclusion, save for what has been disclosed in the Self-inspection Report, the Company and its subordinate real estate enterprises were not subject to administrative penalties or filing for investigations by the competent authorities due to idle lands, land speculation, deliberate withholding of properties from sales and raising housing prices as prohibited by No. 10 Document and Guo Ban Fa No. 17 Document during the Reporting Period. The disclosed matters in the Self- inspection Report do not constitute a substantial obstacle to the issuance.

– 176 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

The self-inspection has further strengthened the awareness of operating the real estate business of the Company in accordance with laws and regulations and has served as an important practicable booster in assisting the Company in continuously optimising its internal control system and enhancing the management level of internal control. The Company will seriously implement various policies, regulations and measures of the State Council in regard to facilitating the stable and sound development of the real estate market, strive to execute all requirements of SASAC in regard to the management of the real estate business by central enterprises, and take high consciousness to perform its social responsibilities as a central enterprise while developing the norms, operating with integrity and serving as a model in the real estate industry and setting up a positive image as a central enterprise to contribute renewed energy to the development real estate industry of our country.

* for illustration purpose only

China Railway Construction Corporation Legal Representative Meng Fengchao 6 November 2017

– 177 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

Schedule: Statistical Table of Summary on Real Estate Enterprises within the Scope of the Self-inspection

Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

1 China Railway Construction Bridge China Railway Binhai New Town Hangu District, Tianjin work in progress Engineering Bureau Group Real Estate Development Co., Ltd. 2 Jinan China Railway Kaihua Real Mingshan Xiushui Zhangqiu, Jinan work in progress Estate Development Co., Ltd. 3 China Railway 14th Bureau Group Anzhi Tinglan (West Land Parcel) Laixi, Qingdao work in progress Kaihua Holdings Co., Ltd. Laixi Branch 4 China Railway 14th Bureau Tai’an CRCC Panhe Jiayuan Daiyue District, Tai’an work in progress Real Estate Development Co., Ltd. 5 China Railway 15th Bureau Group CRCC Donglai Shangcheng Duyun, Guizhou work in progress Duyun Holdings Co., Ltd. (Duyun) 6 China Railway 15th Bureau Group Zhoukou Donglai Shangcheng Zhoukou, Henan work in progress Zhoukou Holdings Co., Ltd. 7 China Railway 15th Bureau Group Linyi Donglai Shangcheng Hedong District, Linyi work in progress Linyi Real Estate Co., Ltd. 8 China Railway 16th Bureau Group Science and Technology and Tongliao Economic work in progress Tongliao Shoutong Real Estate Innovative Industry Incubator and Technological Development Co., Ltd. Park Project in Tongliao Development Zone 9 Xi’an Runju Real Estate Chanba Ecological District Land Chanba Ecological District, work in progress Development Co., Ltd. Parcel of Xi’an Xi’an 10 China Railway 19th Bureau Puhe Xinyuan Shenbei New Area, work in progress Group (Shenyang) Real Estate Shenyang Development Co., Ltd. 11 Anhui Zhongjing Holdings CRCC Yanshan Cheng Bengbu High-tech Zone, work in progress Co., Ltd. Anhui 12 China Railway 20th Bureau Group Shanshui Yicheng Nan’an District, Chongqing work in progress Real Estate Development Co., Ltd. 13 China Railway 20th Bureau Group Tongjing International City Nan’an District, Chongqing work in progress Real Estate Development Co., Ltd. C/D/E/F/R Group 14 China Railway 21st Bureau Group CRCC Wutong Yuan Chengguan District, work in progress Gansu Real Estate Development Lanzhou, Gansu Co., Ltd. 15 China Railway 21st Bureau CRCC International City Yanta District, Xi’an, work in progress Deshenghe Holdings Co., Ltd. Shaanxi

– 178 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

16 China Railway 22nd Bureau Group Phase I of Original No. 3326 Plant Dongbao District, Jingmen work in progress Real Estate Development in Jingmen, Hubei (Jingmen) Co., Ltd. 17 Wenchang Shuxiang Small Town Wenchang Shuxiang Small Town Wenchang, Hainan work in progress Development Co., Ltd. 18 Jiujiang Railway Construction CRCC Shanyu City Jiujiang, Jiangxi work in progress Holdings Co., Ltd. 19 China Railway 25th Bureau CRCC Jinse Lanting Zhuhui District, Hengyang, work in progress Group Hengyang Real Estate Hunan Development Co., Ltd. 20 Liuzhou Wanjia Real Estate Wanjia Xinyuan Liunan District, Liuzhou work in progress Development Co., Ltd. 21 China Railway Siyuan Group Real CRCC Hetangxing City Hetang District, Zhuzhou, work in progress Estate Development Co., Ltd. Hunan Zhuzhou Branch 22 Wuhan Tieke Gaochuang Yangchunhu Land Parcel in Qingshan District, Wuhan work in progress Holdings Co., Ltd. Qingshan District, Wuhan (2014) 097 23 Shaanxi Yibo Holdings Co., Ltd. CRCC Yiyuan Yanta District, Xi’an, work in progress Shaanxi 24 Xinjiang Yibo Real Estate Tianhui Huayuan, Urumqi Xinshi District, Urumqi work in progress Development Co., Ltd. 25 Zhuhai CRCC Building Real Estate Zhuhai CRCC Building Hengqin New Area, Zhuhai work in progress Co., Ltd. 26 China Railway Construction Group CRCC International City Laizhou, Shandong work in progress Jinri Real Estate Co., Ltd. 27 Chongqing Runjun Real Estate Chongqing Beibei Shanyu City Beibei District, Chongqing work in progress Development Co., Ltd. 28 Chongqing Tiefa Beishan Real Estate CRCC Fuling Shanyu City Fuling District, Chongqing work in progress Co., Ltd. 29 China Railway Real Estate CRCC Jingnan Yipin Beishi District, Baoding work in progress Development (Baoding) Co., Ltd. 30 China Railway Construction Real Qingxiu Shangcheng Changping District, Beijing work in progress Estate Group Beijing Jinda Shiji Real Estate Development Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

31 CRCC Real Estate Group Beijing Nanyuan Huayu Daxing District, Beijing work in progress Jinjun Xingsheng Holdings Co., Ltd. 32 CRCC Jiaye (Beijing) Investment Yuanxiang Jiayuan (Yanfang Area) Fangshan District, Beijing work in progress Co., Ltd. 33 Beijing Zhengda Holdings Co., Ltd. Xinran jiayuan (Changyang Fangshan District, Beijing work in progress International City) 34 Beijing Zhengda Holdings Co., Ltd. International Garden Fangshan District, Beijing work in progress 35 China Railway Construction Real Environmental Protection and Haidian District, Beijing work in progress Estate Group Beijing Haifeng Real Science and Technology Park Estate Co., Ltd. 36 Beijing Tongrui Xingsheng Real Land Parcel No.051 of Yongshun Tongzhou District, Beijing work in progress Estate Co., Ltd. Town in Tongzhou, Beijing 37 China Railway Construction Real Beihu International City Chenghua District, Chengdu work in progress Estate Group Sichuan Co., Ltd. 38 Chengdu China Railway Longtai Real Technology and Industrial Chenghua District, Chengdu work in progress Estate Deveiopment Co., Ltd. University Area Land Parcel Two of Shengdeng Street, Chenghua District, Chengdu 39 Chengdu China Railway Construction Xipai Lan’an High-tech Zone, Chengdu work in progress Investment Co., Ltd. 40 CRCC (Dalian) Holdings Co., Ltd. CRCC Qingxiu Lanwan Ganjingzi District, Dalian work in progress 41 Foshan CRCC Real Estate International Gongguan Nanhai District, Foshan work in progress Holdings Co., Ltd. 42 China Railway Construction Real Jiangwan Shanyu City Nanning, Guangxi Zhuang work in progress Estate Group Guangxi Jiangwan Autonomous Region Holdings Co., Ltd. 43 Guiyang Zhonghong Real Estate CRCC International City (Guiyang) Nanming District, Guiyang work in progress Development Co., Ltd. 44 China Railway Construction Real Shuangwan International City Gongshu District, Hangzhou work in progress Estate Group Zhejiang Jingcheng Investment Co., Ltd. 45 China Railway Construction Real Jiangnan International City Xiaoshan District, work in progress Estate Group Hangzhou Jingzhao Hangzhou Holdings Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

46 China Railway Construction Real Hefei Qingxiu City Shushan District, Hefei work in progress Estate Group Hefei Shushan Holdings Co., Ltd. 47 China Railway Construction Real Jiangsu Qingxiu City Qixia District, Nanjing work in progress Estate Group Jiangsu Holdings Co., Ltd. 48 China Railway Construction Real Ningbo Shanyu City Xiangshan County, Ningbo work in progress Estate Group Ningbo Jingcheng Investment Co., Ltd. 49 China Railway Construction Real International City Hebei District, Tianjin work in progress Estate Group Commercial Real Estate Development and Management Co., Ltd. 50 China Railway Construction Real CRCC International City Hanyang District, Wuhan work in progress Estate Group Wuhan Co., Ltd. 51 China Railway Construction Real Changsha Shanyu City Kaifu District, Changsha work in progress Estate Group Changsha Holdings Co., Ltd. 52 China Railway Construction Real CRCC Meixi Qingxiu Yuelu District, Changsha work in progress Estate Group Changsha Holdings Co., Ltd. 53 Hunan Zhongsheng Jiaye Real Estate CRCC International City (Hunan) Changsha County, work in progress Development Co., Ltd. Changsha 54 China Railway Construction Real NE1–3 Commercial and Residential High-tech Zone, Hefei work in progress Estate Group Hefei Shuxi Land of High-tech Zone in Hefei Holdings Co., Ltd. 55 China Railway Construction Real G14 Residential Land of Jiangning Jiangning District, Nanjing work in progress Estate Group Nanjing Jiangning Street, Jiangning District, Holdings Co., Ltd. Nanjing 56 Taiyuan Jinjun Tongda Real Estate Taiyuan Zijun Project Jinyuan District, Taiyuan work in progress Development Co., Ltd. 57 China Railway Construction Dalian CRCC Guobinyuan Zhongshan District, Dalian work in progress Chuangfu Real Estate Development Co., Ltd. 58 China Railway Urban Construction CRCC Yanghuyuan Yuelu District, Changsha work in progress Group Real Estate Development Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

59 China Railway 14th Bureau Tai’an Shanyu Guandi Project Taishan District, Tai’an work in progress Real Estate Development Co., Ltd. 60 Hangzhou Jingrui Holdings CRCC Xihu International City Xihu District, Hangzhou work in progress Co., Ltd. (Hangzhou) (Hangzhengchu Chu [2015] No. 35) 61 Hangzhou Jingke Holdings Land Parcel in Yiqiao Town, Xiaoshan District, work in progress Co., Ltd. Xiaoshan District, Hangzhou Hangzhou City (Xiaozhengchu Chu [2015] Land Parcel No. 19) 62 China Railway Construction Real Land Parcel JB05-02-21 of Wantou, Jiangbei District, Ningbo work in progress Estate Group Ningbo Jingping Jiangbei District, Ningbo Holdings Co., Ltd. 63 Beijing Liuzhuang Real Estate Beijing Jinmaofu Fengtai District, Beijing work in progress Development Co., Ltd. 64 China Railway Construction Real CRCC Beihu International City II Chenghua District, Chengdu work in progress Estate Group Sichuan Co., Ltd. (Chengdu) 65 Guangzhou Nansha China Railway Phase I Land Parcel, West Side of Nansha District, Guangzhou work in progress Industrial Development Co., Ltd. Nansha District Government, Guangzhou 66 Chengdu China Railway Yexing Real CRCC Xipaicheng (Chengdu) Wuhou District, Chengdu work in progress Estate Development Co., Ltd. (Tiefocun Land Parcel No. 6) 67 Chengdu Xinran Holdings Co., Ltd. CRCC Xipaicheng (Chengdu) Wuhou District, Chengdu work in progress (Tiefocun Land Parcel No. 7) 68 Shanghai China Railway Jingxian Land Parcel D-01-13, Nanqiao Fengxian District, Shanghai work in progress Real Estate Co., Ltd. Town, Fengxian District, Shanghai 69 Changchun China Railway Real Estate Residential Land, Zhongheng High-tech Zone, Changchun work in progress Development Co., Ltd. Road, South High-tech Zone, Changchun 70 Xi’an Tiexing Real Estate CRCC Mingyue Fudi Qujiang Daming Palace work in progress Development Co., Ltd./Xi’an Historical Heritage CRCC Jingtai Real Estate District, Xi’an Development Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

71 Shanghai Poly Jiancui Real Estate Poly Nanda Baoshan District, Shanghai work in progress Development Co., Ltd. 72 Changchun Jiuhua Real Estate CRCC Xipaifu Economic Development work in progress Development Co., Ltd. Zone, Changchun 73 China Railway Construction Real Cuntan Project Jiangbei District, work in progress Estate Group Chongqing Co., Ltd. Chongqing 74 China Railway Construction Real Yunjing Shanyu City Qingxiu District, Nanning work in progress Estate Group (Guangxi) Co., Ltd. 75 China Railway Construction Real Xipai Lan’an Jiangnan District, Nanning work in progress Estate Group (Guangxi) Co., Ltd. 76 China Railway 22nd Bureau Group CRCC Yungongguan Chengguan District, work in progress Lanzhou Real Estate Development Lanzhou Co., Ltd. 77 China Railway Construction Real China Railway Construction Gui’an Gui’an New Area, Guiyang work in progress Estate Group (Gui’an) Co., Ltd. Shanyu City 78 Jiaxing Jinghe Real Estate Bohai Road Land Parcel, Xinxing Nanhu District, Jiaxing work in progress Development Co., Ltd. Street, Nanhu District, Jiaxing (2016 South – Land Parcel 009) 79 Shanghai Tiefeng Real Estate Business and Trade Center Pudong New Area, work in progress Development Co., Ltd. Project for Shanghai Lingang Shanghai Luchaogang Community 80 China Railway Construction Real Banan Project Banan District, Chongqing work in progress Estate Group Chongqing Co., Ltd. 81 China Railway 19th Bureau Group Renovation Project for Old City Baita District, Liaoyang work in progress Real Estate Development Co., Ltd. Area of Cultural Palace by China Railway 19th Bureau 82 Ledong Jindu Real Industrial Comprehensive Tourism Ledong County, Hainan work in progress Investment Co., Ltd. Development Project for Zone C of Ledong Longmuwan in Hainan 83 China Railway 16th Bureau Group Nanchang Qingxiu City Economic and transferred Jiangxi Jingcheng Real Estate Co., Technological during the Ltd. Development Zone, Reporting Nanchang Period 84 China Railway 22nd Bureau Group Land Parcel 2# of Taiyuan Taiyuan transferred Taiyuan Real Estate Development International City during the Co., Ltd. Reporting Period – 183 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

85 China Railway 22nd Bureau Group Land Parcel 3# of Taiyuan Taiyuan transferred Taiyuan Real Estate Development International City during the Co., Ltd. Reporting Period 86 Hangzhou Jingping Holdings Junchen Apartment (CRCC Xiaoshan District, transferred Co., Ltd. Hangzhou Dexin Junchen) Hangzhou during the Reporting Period 87 China Railway 21st Bureau Group Commercial Housing Project of Yongchuan District, proposed Chongqing Holdings Co., Ltd. Wutong Yuan of Talent Base in Chongqing construction Chongqing by Fifth Company 88 China Railway 16th Bureau Group CRCC Jiangyucheng Wuzhou, Guangxi Zhuang proposed Holdings Investment Co., Ltd. Autonomous Region construction Wuzhou Branch 89 China Railway 18th Bureau Group Zhongbei Chuntian Project in Wuchang District, Wuhan proposed Wuhan Real Estate Development Wuchang District, Wuhan construction Co., Ltd. 90 China Railway 19th Bureau Puhe Xinju Shenbei New Area, proposed Group (Shenyang) Real Estate Shenyang construction Development Co., Ltd. 91 Lanzhou New Area Yibo Real Estate Xintie Building Lanzhou New Area proposed Development Co., Ltd. construction 92 Chongqing Tiefa Real Estate Bishan Project Bishan County, Chongqing proposed Development Co., Ltd. construction 93 China Railway Construction Real Lancaoba Nanming District, Guiyang proposed Estate Group (Guizhou) Co., Ltd. construction 94 China Railway 11th Bureau CRCC Jiucheng No. 2 Jiulongpo District, proposed Group Chongqing Real Estate Chongqing construction Development Co., Ltd. 95 Guangxi Lingzhu Holdings CRCC Anji Shanyu City Xixiangtang District, proposed Co., Ltd. Nanning construction 96 Beijing Xinda Holdings Co., Ltd. Residential and Educational Land Daxing District, Beijing proposed on Xinghua Street, Huang construction Village, Daxing District, Beijing 97 China Railway Construction Holdings Wanshou Street Land Parcel of Suzhou Industrial Park proposed Suzhou Real Estate Co., Ltd. Suzhou Industrial Park construction

– 184 – APPENDIX VIII SPECIAL SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT BUSINESS

Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

98 Hunan Changqing Holdings CRCC18 Gongguan Yuhua District, Changsha proposed Co., Ltd. construction 99 China Railway Construction Real Langqi Shanyu City Mawei District, Fuzhou proposed Estate Group (Fuzhou) Co., Ltd. construction 100 Inner Monolia JingSheng Real Estate Kaiyuan Complex Xindu City Area, Baotou proposed Co., Ltd. construction 101 Zhuhai CRCC Building Holdings CRCC Plaza Hengqin District, Zhuhai proposed Co., Ltd. construction 102 Qingdao Fangmao Holdings Qingdao Jinse Lanting High-tech Zone, Qingdao proposed Co., Ltd. construction 103 Guangzhou Nansha China Railway CRCC Southern Headquarter Nansha District, Guangzhou proposed Industrial Development Co., Ltd. (Phase II) construction 104 Xi’an China Railway Jingmao Real CRCC Qingxiu City Baqiao District, Xi’an proposed Estate Development Co., Ltd. construction 105 Chengdu China Railway Ruixing Real 35 Mu Land Parcel in Pengzhuan, Qingyang District, Chengdu proposed Estate Development Co., Ltd. Qingyang District, Chengdu construction 106 Beijing Zhongshi Holdings Owner-Occupied Housing Land Shijingshan District, Beijing proposed Co., Ltd. Parcel of West Yuquan Road, construction Shijingshan, Beijing 107 China Railway Construction Real Owner-Occupied Housing Land Mentougou District, Beijing proposed Estate Group Beifang Co., Ltd. Parcel of Feng Village, construction Yongding Town, Mentougou, Beijing 108 China Railway Construction Real Land Parcel No.CF201702, Changfeng County, Hefei proposed Estate Group (East China) Changfeng County, Hefei construction Co., Ltd. 109 China Railway 11th Bureau Group CRCC Wutong Yuan Hongshan District, Wuhan completed (Wuhan) Real Estate Development Co., Ltd. 110 Chongqing Bihe Real Estate CRCC Bihe International Bishan County, Chongqing completed Development Co., Ltd. 111 China Railway 11th Bureau Xipai International Jiulongpo District, completed Group Chongqing Real Estate Chongqing Development Co., Ltd. 112 Beihai Jinhai Real Estate Jinhai Yuyuan Phase II Yinhai District, Beihai completed Development Co., Ltd. 113 Hunan Huatie Real Estate Co., Ltd. Tiantian Xiangshang Jiayuan Tianxin District, Changsha completed

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

114 Heilongjiang Huafu Real Estate Renovation and Development Daowai District, Harbin completed Development Co., Ltd. Project for Xianfeng Road, Harbin 115 China Railway Construction Bridge Jingjiang Xinyuan Hebei District, Tianjin completed Engineering Bureau Group Real Estate Development Co., Ltd. 116 Changchun Chunjiang Real Estate China Railway Xiangdi meijun Hebei District, Tianjin completed Development Co., Ltd. 117 Jinan Qinglong Holdings Co., Ltd. International City Lixia District, Jinan completed 118 Nanjing Changhe Real Estate Jiangyou Boting Pukou District, Nanjing completed Development Co., Ltd. 119 Qingdao China Railway Kaihua Real Anzhi Tinglan (East Land Parcel) Laixi City, Qingdao completed Estate Development Co., Ltd. 120 Fujian Shunchang Yuanhong Real Tiantian Garden Phase IV (Second Shunchang County, Fujian completed Estate Development Co., Ltd. Batch) 121 Fujian Shunchang Yuanhong Real Tiantian Garden Phase IV (First Shunchang County, Fujian completed Estate Development Co., Ltd. Batch) 122 China Railway 16th Bureau Group CRCC Meiguiwan Wuzhou, Guangxi Zhuang completed Holdings Investment Co., Ltd. Autonomous Region Wuzhou Branch 123 Hainan Yezhu Holdings Co., Ltd. Yitao Yuan Ding’an County, Hainan completed 124 Hainan Jingbo Holdings Co., Ltd. Jingbo Yaju Qionghai City, Hainan completed 125 China Railway 18th Bureau Group CRCC Yushui Yuan Tanggu District, Tianjin completed Tianjin Holdings Co., Ltd. 126 Hubei Bohan Holdings Co., Ltd. China Railway 18th Bureau Wuhan Wuchang District, Wuhan completed 1818 Center 127 Chongqing Zhongjing Holdings Tongjing International City Nan’an District, Chongqing completed Co., Ltd. Group Q 128 China Railway 21st Bureau Qujiang Wutong Yuan Yanta District, Xi’an, completed Deshenghe Holdings Co., Ltd. Shaanxi 129 Huangshi Tianfang Technology Huangshi Tianfang Baihuayuan Huangshi Port Area, completed Holdings Co., Ltd. Huangshi 130 China Railway 22nd Bureau Group CRCC Haixi Siming District, Xiamen completed 3rd Engineering Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

131 China Railway 22nd Bureau Group CRCC No. 5 Beibei District, Chongqing completed Chongqing Real Estate Co., Ltd. 132 Liuzhou Longtai Real Estate Jinse Lanting Liuzhou Project Liunan District, Liuzhou, completed Development Co., Ltd. Guangxi Zhuang Autonomous Region 133 China Railway Construction CRCC Lingxiu City Shihe District, Xinyang, completed Group (Xinyang) Real Estate Henan Development Co., Ltd. 134 China Railway Construction Group Yao Center Shijingshan District, Beijing completed Beijing Jiajingsheng Real Estate Co., Ltd. 135 Xi’an Qiaolong Holdings Co., Ltd. CRCC Ruiyuan Yatan District, Xi’an completed 136 Chongqing Railway Construction Chongqing Beibei Park 1159 Yaojiawan, Beibei District completed Holdings Co., Ltd. (Yaojiawan Project) Chongqing 137 Beijing Sixth Continent Real Estate International City (Beijing) Chaoyang District, Beijing completed Development Co., Ltd. 138 China Railway Jiaye (Beijing) Yuanxiang Mangu Fangshan District, Beijing completed Investment Co., Ltd. 139 China Railway Jiaye (Beijing) Yuanxiang Xiaozhen Fangshan District, Beijing completed Investment Co., Ltd. 140 China Railway Construction Real Shanyu Yuan Fengtai District, Beijing completed Estate Group Fenghao Holdings Co., Ltd. 141 China Railway Construction Real Qingxiu City Fengtai District, Beijing completed Estate Group Fengji Holdings Co., Ltd. 142 China Railway Construction Real Wutong Yuan Mentougou District, Beijing completed Estate Group Beijing Shunjie Jinhai Holdings Co., Ltd. 143 China Railway Construction Real Shunxin Jiayuan Shunyi District, Beijing completed Estate Group Beijing Haoda Holdings Co., Ltd. 144 Beijing Tiantai Jinhai Holdings Xipai International Xicheng District, Beijing completed Co., Ltd. 145 China Railway Construction Real Beicheng Huafu Chenghua District, Chengdu completed Estate Group Sichuan Co., Ltd.

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Respective Construction No. Company’s Full Name Project Name Administrative Region Progress

146 China Railway Property (Chengdu) China Railway New Area Jinniu District, Chengdu completed Development Co., Ltd. 147 Chengdu CRCC Jincheng Investment Jinjiang International City Jinjiang District, Chengdu completed Co., Ltd. 148 China Railway Property (Chengdu) CRCC Yidu Longquanyi District, completed Development Co., Ltd. Chengdu 149 China Railway Construction Real CRCC Waterfront Garden (CRCC Liwan District, Guangzhou completed Estate Group Guangzhou Co., Ltd. Liwan International City) 150 Guangzhou Zengcheng China Railway CRCC International Garden Zengcheng District, completed Holdings Co., Ltd. Guangzhou 151 China Railway Construction Real International Garden Jianggan District, Hangzhou completed Estate Group Hangzhou Jingfa Holdings Co., Ltd. 152 China Railway Construction Real Qingxiu City (Xiaoshan) Xiaoshan District, completed Estate Group Hangzhou Jingshun Hangzhou Holdings Co., Ltd. 153 China Railway Construction Real International City (Hefei) Luyang District, Hefei completed Estate Group Hefei Holdings Co., Ltd. 154 Changchun China Railway Real Estate Changchun CRCC International Lvyuan District, completed Development Co., Ltd. Garden Changchun, Jilin 155 China Railway Construction Real CRCC Fengling Shanyu City Qingxiu District, Nanning completed Estate Group (Guangxi) Co., Ltd. 156 China Railway Construction Real Qingxiu City Baoshan District, Shanghai completed Estate Group (East China) Co., Ltd. 157 China Railway Construction Real CRCC Lidu Chengdu, Sichuan completed Estate Group Sichuan Co., Ltd. 158 China Railway Construction Real CRCC International Garden Hanyang District, Wuhan completed Estate Group Wuhan Co., Ltd. 159 Xuzhou China Railway Real Estate Yuanxiang Mangu New City Area, completed Development Co., Ltd. Xuzhou City 160 Xuzhou China Railway Real Estate Rencai Jiayuan Yunlong District, Xuzhou completed Development Co., Ltd.

– 188 – APPENDIX IX BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Biographical details of candidates for Directors of the fourth session of the Board are as follows:

Mr. MENG Fengchao, aged 59, a Chinese with no right of abode overseas, is currently the Chairman, an executive Director and the secretary to the communist party committee of the Company. Mr. MENG is also the chairman and secretary to the communist party committee of CRCCG. From January 1982 to May 1998, Mr. MENG held various positions in the Ministry of Railways and its engineering companies. From May 1998 to January 2000, he was the assistant to the general manager of China Railway Construction Development Center. From January 2001 to December 2004, Mr. MENG was the deputy general manager and a member of the standing committee of the communist party committee of China Railway Engineering Corporation. He also served as chairman of China Railway Major Bridge Engineering Group Co. Ltd. from April 2001 to August 2002. From December 2004 to September 2005, he served as general manager and deputy secretary to the communist party committee of China Harbour Engineering Company (Group), which is one of the predecessors of China Communications Construction Company Limited. From September 2005 to May 2010, he successively served as a director, general manager, vice chairman and secretary to the communist party committee of China Communications Construction Group (Limited). From August 2006 to May 2010, he was vice chairman, general manager and secretary to the communist party committee of China Communications Construction Company Limited. During May 2010 to February 2015, Mr. MENG has been serving as chairman, general manager and deputy secretary to the communist party committee of CRCCG. From February 2015 to November 2016, he has been serving as the chairman and deputy secretary to the communist party committee of CRCCG. Since November 2016, Mr. MENG serves as the chairman and secretary to the communist party committee of CRCCG. He has also been serving as the Chairman and an executive Director of the first session of the Board and the secretary to the communist party committee of the Company since December 2010 and the Chairman, an executive Director of the second session of the Board and the secretary to the communist party committee of the Company since May 2011. From October 2014 to February 2015, he served as the Chairman, executive Director of the third session of the Board and secretary to the communist party committee of the Company. From February 2015 to December 2016, he has been the Chairman and an executive Director of the third session of the Board and the deputy secretary to the communist party committee of the Company as well as the chairman and deputy secretary to the communist party committee of CRCCG. Since December 2016, Mr. MENG serves as the chairman, secretary to the communist party committee of the Company as well as chairman and secretary to the communist party committee of CRCCG. Mr. MENG graduated from Southwest Jiaotong University with a bachelor’s degree of engineering, majoring in tunnel and subway with master engineering. Mr. MENG is a professor-level senior engineer and enjoys special government allowance granted by the State Council.

– 189 – APPENDIX IX BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Mr. ZHUANG Shangbiao, aged 54, a Chinese with no right of abode overseas, is currently executive Director, president and deputy secretary to the communist party committee of the Company, as well as a director, general manager and deputy secretary to the communist party committee of CRCCG. Mr. ZHUANG served as the deputy general manager of the finance department of China Road and Bridge Construction Corporation from March 1992 to February 1994, the deputy general manager and executive deputy general manager of China Road and Bridge Group (H.K.) Limited from February 1994 to March 2001, the chief accountant of China Road and Bridge (Group) Corporation from March 2001 to August 2005, the chief accountant of CRCCG from August 2005 to November 2007, the general legal counsel of CRCCG from April 2006 to November 2007. He has been serving as the chief accountant and the general legal counsel of the Company from November 2007 to April 2008 and a vice president, the chief accountant and the general legal counsel of the Company from April 2008 to April 2014. From April 2014 to October 2014, he served as the vice president and the chief legal counsel of the Company. From October 2014 to December 2015, he was the executive Director of the third session of the Board, as well as vice- president and chief legal counsel of the Company. He has served as an executive Director, president and deputy secretary to the communist party committee of the Company, as well as a director and secretary to the communist party committee of CRCCG from December 2015 to December 2016. From November 2016, he serves as the executive Director of third session of the Board, president and deputy secretary to the communist party committee of the Company as well as director, general manager and deputy secretary to the communist party committee of CRCCG. Mr. ZHUANG graduated from Changsha Jiaotong Institute, majoring in engineering and financial accounting and obtained a bachelor’s degree in engineering. He is a senior accountant and is granted special allowance by the State Council.

Mr. XIA Guobin, aged 59, a Chinese with no right of abode overseas, is currently a deputy secretary to the communist party committee of the Company, vice president of the Company and concurrently the deputy secretary to the communist party committee of CRCCG. Mr. XIA joined the CRCCG Group in 1975. He served as the deputy chief engineer and then chief engineer of the 13th Engineering Bureau of the Ministry of Railways (the predecessor of China Railway Construction Bridge Engineering Bureau Group Co., Ltd.) from April 1996 to December 1999, the chief engineer of 13th Engineering Bureau of China Railway from December 1999 to April 2001, the deputy general manager and chief engineer of CRCCG from April 2001 to November 2007. He served as the vice president and chief engineer of the Company in November 2007. Mr. XIA no longer served as the chief engineer of the Company in October 2009. He served as the deputy secretary to the communist party committee and the vice president, as well as the deputy secretary to the communist party committee of CRCCG from 1 March 2017. Mr. XIA graduated from Railway Guard Engineering Institute majoring in bridge engineering and obtained his bachelor’s degree in engineering. Mr. XIA is a professor-level senior engineer and enjoys special allowance from the government granted by the State Council.

– 190 – APPENDIX IX BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Mr. LIU Ruchen, aged 53, a Chinese with no right of abode overseas, is currently a vice president of the Company, and concurrently serves as a member of the standing committee of the communist party committee of CRCCG. Mr. LIU joined CRCCG Group in 1981. He served as the deputy head of the 19th Engineering Bureau of the Ministry of Railways (the predecessor of China Railway 19th Bureau Group Company Limited) from August 1998, the deputy head, vice chairman, general manager and deputy secretary to the communist party committee of China Railway 19th Bureau Group Company Limited from December 1999 to January 2005, chairman and deputy secretary to the communist party committee of China Railway 16th Bureau Group Company Limited from January 2005 to July 2008, vice chairman (in charge of the work of the board of directors) and deputy secretary to communist party committee of China Railway 16th Bureau Group Company Limited from July 2008 to December 2008, chairman and deputy secretary to communist party committee of China Railway 16th Bureau Group Company Limited from December 2008 to April 2009. He has been serving as the vice president of the Company and a member of the standing committee of the communist party committee of CRCCG since April 2009. Mr. LIU graduated from Southwest Jiaotong University with a master’s degree in management science and engineering and is a professor-level senior engineer.

Mr. GE Fuxing, aged 60, a Chinese with no right of abode overseas, was graduated from the Party School of the Central Committee of C.P.C. and is currently a non-executive Director of the Company. Mr. GE served as the deputy director of the Division of Cadres of the Political Department of Beijing PAP Corps, and the head of Division of Personnel II and III, assistant government affairs commissioner, inspector and deputy head, and of the General Office of the State Council. He is currently a full-time external director of a central enterprise, familiar with human resources management and macroeconomic policy. He serves as an external director of China International Intellectech Corporation.

Mr. WANG Huacheng, aged 54, a Chinese with no right of abode overseas, holds a doctorate and is currently an independent non-executive Director of the Company. He once served as the deputy director of the Department of Accounting, deputy dean of the School of Business of Renmin University of China and secretary-general of China National MPAcc Education Steering Committee. He is currently a professor and doctoral supervisor of the School of Business of Renmin University of China. He is familiar with financial management and served as an independent director of CAMCE and an external director of Sinotrans & CSC Holdings Co., Ltd. He is an independent director of Hua Xia Bank and BOE Technology Group Co., Ltd..

– 191 – APPENDIX IX BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Mr. Patrick SUN, aged 58, is a Hong Kong citizen with the right of abode in the European Union countries, and is currently an independent non-executive Director of the Company. Mr. SUN acts as independent non-executive directors of Trinity Limited, Sihuan Pharmaceutical Holding Group Ltd., China NT Pharma Group Company Limited, China Railway Signal & Communication Corporation and Kunlun Energy Company Limited (all of them are listed in Hong Kong). Mr. SUN also serves as an independent non-executive director of CRRC Corporation Limited, which is listed in Shanghai and Hong Kong stock exchanges. Now Mr. SUN is vice chairman of Chamber of Commerce of Hong Kong-listed Company after acting as chairman (during 2013–2015) and Honorary director-general of the chamber. He once acted as Senior Regional Director and Head of Hong Kong Investment Bank Business of JP Morgan Chase Hong Kong; Executive Director and Head of Greater China Investment Bank Business of Fleming Holdings Limited. In addition, Mr. SUN was a member of Takeovers and Mergers Panel and Takeovers Appeal Committee of The Securities and Futures Commission (SFC), Co-convenor of Listing Committee and member of Council of the Hong Kong Stock Exchange. Mr. SUN graduated from Wharton School, University of Pennsylvania in 1981, holding Bachelor of Science Degree in Economics. In 2000, he completed the Stanford Executive Program offered by Stanford Graduate School of Business. He is a senior member of The Association of Chartered Certified Accountants and Hong Kong Institute of Certified Public Accountants.

Mr. CHENG Wen, aged 65, a Chinese with no right of abode overseas, is currently an independent non- executive Director of the Company. He holds a doctorate in management and is a researcher. He was once the assistant to the director and the deputy director of Institute No. 31 of the Third Academy under China Aerospace Industry Corporation (中國航天工業總公司三院31所), vice president of the Third Academy under China Aerospace Industry Corporation (中國航天工業總公司三院), vice president of the Third Academy under China Aerospace Electromechanical Group Corporation (中國航天機電集團公司三院), assistant to the general manager and vice general manager and a member of the communist party committee of China Aerospace Electromechanical Group Corporation, and vice general manager, a member of the communist party committee and deputy director of the science and technology committee of China Aerospace Science and Industry Corporation. He is currently an external director of China North Industries Group Corporation. Mr. CHENG is familiar with business management, technological innovation and quality management.

– 192 – APPENDIX IX BIOGRAPHICAL DETAILS OF CANDIDATES FOR DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Ms. Amanda Xiao Qiang LU, aged 62, a Canadian with the right of abode in Hong Kong, is currently an independent non-executive Director of the Company. Ms. LU received her Ph. D. in economics in Canada. She was once a teacher in the University of International Business and Economics in the PRC and a staff in Corporate Banking of Canadian Imperial Bank of Commerce and Corporate Banking of the Royal Bank of Canada, respectively. Ms. LU also worked as the vice president and a director of Investment Banking for Asia of BNP, the vice president and a director of Investment Banking for Asia of Merrill Lynch, a director of Corporate and Investment Banking for Asia of Citibank, and managing director and head of Corporate and Investment Banking for China and deputy chairman of Corporate and Investment Banking for Greater China of Deutsche Bank and a member of the British Standard Life Asia-Pacific Advisory Committee and an external director of the board of directors of China National Building Material Group Corporation. Ms. LU is currently a director of the board of directors of British Standard Life (Asia) and a member of the Global Strategic Advisory Committee of British Standard Life. She is familiar with the domestic and overseas business acquisitions and financing, domestic and overseas listing rules, financial analysis, auditing, marketing and macroeconomics.

– 193 – APPENDIX X BIOGRAPHICAL DETAILS OF CANDIDATES FOR SHAREHOLDER REPRESENTATIVE SUPERVISORS OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE

Biographical details of candidates for shareholder representative Supervisors of the fourth session of the Supervisory Committee are as follows:

Mr. CAO Xirui, aged 47, a Chinese with no right of abode overseas, currently serves as the head of the finance department of the Company, a director of CRCC Finance Company Limited and an executive director of CRCC Assets Management Co., Ltd. Mr. CAO joined workforce in July 1993. He once served as an assistant accountant, accountant, senior accountant and deputy head of the finance department of CRCCG and the deputy head of the finance department (in charge of work) of the Company since August 2010 and the head of the finance department of the Company since December 2010, the head of the finance department of the Company and a director of CRCC Finance Company Limited since March 2012, and the head of the finance department of the Company, a director of CRCC Finance Company Limited and an executive director of CRCC Assets Management Co., Ltd. since March 2016. Mr. CAO graduated from Shijiazhuang Railway College with a bachelor’s degree of accountancy in 1993, and University of International Business and Economics with a professional master’s degree of international trade in 2014. Mr. CAO is a senior accountant.

Mr. LIU Zhengchang, aged 49, a Chinese with no right of abode overseas, currently serves as the chief of audit and supervision bureau of the Company. Mr. LIU joined workforce in July 1989. He once served as the director of the audit department and the head of the finance department of China Railway 19th Bureau Group Co., Ltd., a member of the communist party committee, the deputy general manager and the chief accountant of China Railway 15th Bureau Group Co., Ltd. He has been serving as a member of the communist party committee, the deputy general manager and the chief accountant of China Railway 16th Bureau Group Co., Ltd. since January 2015 and the chief of the audit and supervision bureau of the Company since May 2016. Mr. LIU graduated from Dongbei University of Finance and Economics with a professional master’s degree in business administration. Mr. LIU is a senior accountant.

– 194 – APPENDIX XI GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes information given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests and Short Positions of Directors, Supervisors and Chief Executive

As at the Latest Practicable Date, none of the Directors, Supervisors or chief executive of the Company and their respective close associates had any interest or short position in the shares, underlying shares and/or debentures (as the case may be) of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) which was required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interest or short position which such Director, Supervisor or chief executive was deemed or taken to have under such provisions of the SFO), or which was otherwise required to be recorded in the register of interests required to be kept by the Company pursuant to section 352 of the SFO, or which was otherwise required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as set out in Appendix X to the Listing Rules of the Hong Kong Stock Exchange in force as at the Latest Practicable Date.

(b) Competing and Other Interests of Directors

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective close associates was interested in any business (apart from the Group’s business) which competes or is likely to compete either directly or indirectly with the Group’s business (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

– 195 – APPENDIX XI GENERAL INFORMATION

Mr. MENG Fengchao and Mr. ZHUANG Shangbiao, the Directors, act as directors in CRCCG. CRCCG holds interests or short positions in the shares and underlying shares of the Company which are required to be notified to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO.

3. INTERESTS HELD BY DIRECTORS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors or Supervisors had any interest, either directly or indirectly, in any assets which have been, since 31 December 2016 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors or Supervisors was materially interested, either directly or indirectly, in any significant contract or arrangement entered into by the Group that is relevant to the business of the Group and is still valid as at the Latest Practicable Date.

4. DIRECTORS’ SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors has or is proposed to have any service contract with any member of the Group that is not determinable within one year without payment of compensation (other than statutory compensation).

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or operating position of the Group since 31 December 2016 (being the date to which the latest published audited accounts of the Group have been made up).

– 196 – APPENDIX XI GENERAL INFORMATION

6. CONSENT AND QUALIFICATION OF EXPERT

(a) The following is the qualification of the expert who has provided its opinion or advice on 25 November 2017, which are contained in this circular:

Name Qualification

Somerley A corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

(b) As at the Latest Practicable Date, the above expert did not have any shareholding directly or indirectly in any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group and it had no interest, either directly or indirectly, in any assets which have been, since 31 December 2016 (being the date to which the latest published audited financial statements of the Company were made up) acquired or disposed of by or leased to, or are proposed to be acquired or disposed of by or leased to any member of the Group.

(c) As at the Latest Practicable Date, the above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its report and reference to its name and letter, where appropriate, in the form and context in which they appear.

7. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business at 23/F, Railway Plaza, 39 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong for a period of 14 days (excluding public holidays) from the date of this circular:

(a) the letter from the Independent Board Committee, the full text of which is contained in this circular;

(b) the letter from Somerley, the full text of which is contained in this circular; and

– 197 – SUPPLEMENTAL NOTICE OF EGM

SUPPLEMENTAL NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of 2017 second extraordinary general meeting (the “EGM”) dated 7 November 2017 (the “Notice”) which sets out the time and venue of the EGM of China Railway Construction Corporation Limited (the “Company”) and contains the details of the resolutions to be proposed at the EGM for shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled at the CRCC Bureau Building, No. 40 Fuxing Road, Haidian District, Beijing, the People’s Republic of China (the “PRC”) at 9:00 a.m. on Friday, 22 December 2017 for the purposes of considering, and if thought fit, passing the following resolutions, in addition to the resolutions set out in the Notice:

ORDINARY RESOLUTIONS

12. Resolution in relation to the election of executive directors and non-executive directors of the fourth session of the Board of the Company:

12.1 Resolution in relation to the re-election of Mr. MENG Fengchao as an executive director of the fourth session of the Board of the Company

12.2 Resolution in relation to the re-election of Mr. ZHUANG Shangbiao as an executive director of the fourth session of the Board of the Company

12.3 Resolution in relation to the appointment of Mr. XIA Guobin as an executive director of the fourth session of the Board of the Company

12.4 Resolution in relation to the appointment of Mr. LIU Ruchen as an executive director of the fourth session of the Board of the Company

– 198 – SUPPLEMENTAL NOTICE OF EGM

12.5 Resolution in relation to the re-election of Mr. GE Fuxing as a non-executive director of the fourth session of the Board of the Company

13. Resolution in relation to the election of independent non-executive directors of the fourth session of the Board of the Company:

13.1 Resolution in relation to the re-election of Mr. WANG Huacheng as an independent non- executive director of the fourth session of the Board of the Company

13.2 Resolution in relation to the re-election of Mr. Patrick SUN as an independent non-executive director of the fourth session of the Board of the Company

13.3 Resolution in relation to the re-election of Mr. CHENG Wen as an independent non- executive director of the fourth session of the Board of the Company

13.4 Resolution in relation to the re-election of Ms. Amanda Xiao Qiang LU as an independent non-executive director of the fourth session of the Board of the Company

14. Resolution in relation to the election of shareholder representative supervisors of the fourth session of the Supervisory Committee of the Company:

14.1 Resolution in relation to the appointment of Mr. CAO Xirui as a shareholder representative supervisor of the fourth session of the Supervisory Committee of the Company

14.2 Resolution in relation to the appointment of Mr. LIU Zhengchang as a shareholder representative supervisor of the fourth session of the Supervisory Committee of the Company

By order of the Board China Railway Construction Corporation Limited MENG Fengchao Chairman

Beijing, the PRC 25 November 2017

– 199 – SUPPLEMENTAL NOTICE OF EGM

Note:

(a) Details in relation to the resolutions are set out in the circular of the Company dated 25 November 2017 (the “Circular”). Terms used in this notice shall have the same meanings as defined in the Circular unless the context otherwise requires.

(b) A revised form of proxy for use at the EGM is enclosed with the circular and is published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk).

(c) Please refer to the Notice for details of the closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM and other relevant matters.

(d) The cumulative voting method shall be adopted for the voting of Resolution 12, Resolution 13 and Resolution 14, i.e. each Share held by Shareholders shall have the voting rights equal to the number of candidates for directors or shareholder representative supervisors (i.e. five (5) votes for executive directors and non- executive director/four (4) votes for independent non-executive director/two (2) votes for share representative supervisors). A total of five executive directors and non-executive director will be elected in Resolution 12, and the total number of votes to which Shareholders are entitled = number of Shares held ×5; A total of four independent non-executive directors will be elected in Resolution 13, and the total number of votes to which Shareholders are entitled = number of Shares held ×4; a total of two shareholder representative supervisors will be elected in Resolution 14, and the total number of votes to which Shareholders are entitled = number of Shares held ×2. Each Shareholder may either cast all his/her votes to one candidate or to several candidates separately. The total number of votes (including votes “for” and “against”) cast for all candidates for directors and shareholder representative supervisors by each Shareholder shall not exceed the total number of votes he/she is entitled to.

– 200 –