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2020 Annual Results Announcement

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2020 Annual Results Announcement Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Listed Debt Securities Code: 5945 and 5581) 2020 ANNUAL RESULTS ANNOUNCEMENT The Board of the Company is pleased to announce the audited results of the Company and its subsidiaries for the year ended 31 December 2020. This announcement, containing the full text of the 2020 Annual Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcement of annual results. Printed version of the Company’s 2020 Annual Report will be sent to H shareholders of the Company and available for viewing on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and of the Company at http://www.crcc.cn on or before 30 April 2021. Important Notice I. The Board and the Supervisory Committee of the Company and the directors, supervisors and members of the senior management warrant the truthfulness, accuracy and completeness of the contents herein and confirm that there are no misrepresentations or misleading statements contained in, or material omissions from, this report, and accept several and joint legal responsibilities. II. All Directors attended the board meeting of the Company to consider and approve the annual results. III. Deloitte Touche Tohmatsu Certified Public Accountants LLP has issued a standard unqualified auditor’s report for the Company. IV. WANG Jianping, chairman of the Company, WANG Xiuming, CFO, and GUO Shuanglai, Head of the Finance Department (person in charge of accounting), warrant the truthfulness, accuracy and completeness of the financial report contained in this annual report. V. Profit distribution plan or reserves-to-equity transfer plan during the Reporting Period upon deliberation at the board meeting. According to the audited financial report of the Company for the year 2020, the undistributed profit of the parent company at the beginning of 2020 was RMB19,005,961,004.91. After adding the net profit realized by the parent company of RMB15,260,631,296.23 in this year and deducting the cash dividends for the year 2019 of RMB2,851,703,715.00 and distribution of the interest of holders of other equity instruments amounted to RMB2,024,337,814.58 for the year 2019, at the end of this year, the distributable profit of the parent company was RMB29,390,550,771.56. According to the Company Law and the Articles of Association of the Company, the distributable profit of the parent company for the year 2020 shall be distributed in the order as follows: the withdraw of the statutory surplus reserve fund of RMB1,526,063,129.62 based on 10% of net profit realised by the parent company for the year 2020, after which the parent company’s distributable profit for the shareholders in this year was RMB27,864,487,641.94; a cash dividend of RMB3,123,294,545.00 in total, i.e. RMB0.23 per share (tax inclusive) will be distributed, based on the total issued share capital of 13,579,541,500 shares as at 31 December 2020; Upon such distribution, the undistributed profit of the parent company amounting to RMB24,741,193,096.94 will be carried forward to the next year. If there are changes in the total share capital of the Company before the equity registration date for the implementation of the equity distribution, the Company proposed to keep the total allocation unchanged and adjust the allocation ratio per share accordingly. VI. Disclaimer of forward-looking statements ✔ Applicable Not Applicable Forward-looking statements, including future business plan, contained in this report do not constitute substantive commitments to investors by the Company. Investors and relevant persons shall maintain a sufficient risk awareness hereto and understand the differences among plans, prediction and commitments. Investors are reminded of such investment risks. VII. Whether the Controlling Shareholder of the Company or its associates has misappropriated the Company’s funds for purposes other than for business? NIL VIII. Whether the Company has provided external guarantees in violation of any prescribed decision- making procedures? NIL IX. Whether more than half of the directors fail to warrant the truthfulness, accuracy and completeness of the contents contained in the annual report disclosed by the Company? No X. Reminder of important risks The main risks the Company may encounter are international operating risk, cash flow risk, investment risk, safety risk and cost risk. Please refer to “(IV) Potential Risks” in “III. Discussion and Analysis of the Company’s Future Development” under “Section V Discussion and Analysis on Business Operations (Report of Directors)”. Investors are reminded of such risks. XI. Others ✔ Applicable Not Applicable The 2020 financial report of the Company was prepared according to the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC and the relevant regulations (hereinafter referred to as “PRC GAAP Standards”). The reporting currency is RMB, unless otherwise specified. The contents of this annual report are in compliance with all the requirements in relation to information to be disclosed in annual report under the SSE Listing Rules and the Hong Kong Listing Rules. In addition, this annual report will be simultaneously published in Mainland China and Hong Kong. Should there be any discrepancies between the Chinese and English versions, the Chinese version shall prevail. Contents Section I Definitions 2 Section II Basic Corporate Information and Key Financial Indicators 4 Section III Chairman’s Statement 12 Section IV Summary of the Company’s Businesses 14 Section V Discussion and Analysis on Business Operations (Report of Directors) 22 Section VI Significant Events 76 Section VII Changes in Ordinary Shares and Particulars of Shareholders 133 Section VIII Particulars of Preference Shares 143 Section IX Directors, Supervisors, Senior Management and Staff 144 Section X Corporate Governance (Corporate Governance Report) 164 Section XI Environmental, Social and Governance Report 187 Section XII Particulars of Corporate Bonds 197 Section XIII Financial Report 205 Section XIV Five Years’ Financial Summary 476 Section XV Documents for Inspection 478 2 China Railway Construction Corporation Limited∣Annual Report 2020 Section I Definitions I. DEFINITIONS Unless otherwise stated in context, the following terms should have the following meanings in this report: Definition of frequently used terms Company, parent company, China Railway Construction Corporation Limited headquarters of joint stock company Group, CRCC China Railway Construction Corporation Limited and its wholly-owned and controlled subsidiaries Controlling Shareholder China Railway Construction Corporation（中國鐵道建築集 團有限公司）, which was restructured from China Railway Construction Corporation（中國鐵道建築總公司） to China Railway Construction Co., Ltd.（中國鐵道建築有限公 司） on 11 December 2017, and renamed China Railway Construction Corporation（中國鐵道建築集團有限公司） in January 2019 General Meeting a general meeting of China Railway Construction Corporation Limited Board the board of directors of China Railway Construction Corporation Limited independent director a person who assumes no duties in the Company except the duty of director, and has no relation with the Company and its substantial shareholders which could hinder his independent and objective judgments Supervisory Committee the supervisory committee of China Railway Construction Corporation Limited Articles of Association the Articles of Association of China Railway Construction Corporation Limited Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited Hong Kong Listing Rules the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited SSE Listing Rules the Rules Governing the Listing of Stocks on Shanghai Stock Exchange SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) CSRC China Securities Regulatory Commission 3 Section I Definitions (continued) Model Code the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules Company Law the Company Law of the People’s Republic of China Securities Law the Securities Law of the People’s Republic of China SASAC State-owned Assets Supervision and Administration Commission of the State Council the year the year of 2020 previous year or prior year the year of 2019 Reporting Period from January to December 2020 the end of the Reporting Period 31 December 2020 4 China Railway Construction Corporation Limited∣Annual Report 2020 Section II Basic Corporate Information and Key Financial Indicators As the successor of the Railway Corps of the People’s Liberation Army, China Railway Construction Corporation Limited was established by China Railway Construction Corporation (renamed China Railway Construction Corporation after restructuring) as the sole promoter in Beijing on 5 November 2007 and is an ultra-large construction enterprise supervised by the SASAC. The Company successfully issued RMB denominated domestic shares (A shares) and overseas listed foreign shares (H shares), which were listed on
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