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