Monthly Return of Equity Issuer on Movements in Securities

For the month ended

(dd/mm/yyyy) :31/08/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer

China Railway Construction Corporation Limited

Date Submitted

04/09/2019

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code :

1186

Description :

H Shares

Par value

Authorised share

No. of ordinary

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

2,076,296,000

RMB1.00

RMB2,076,296,000

Increase/(decrease)

0

0

Balance at close of the month

2,076,296,000

RMB1.00

RMB2,076,296,000

(2) Stock code :

601186

Description :

A Shares

Par value

Authorised share

No. of ordinary

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

11,503,245,500

RMB1.00

RMB11,503,245,500

Increase/(decrease)

0

0

Balance at close of the month

11,503,245,500

RMB1.00

RMB11,503,245,500

March 2019

2. Preference Shares

Stock code :

N/A

Description :

N/A

No. of

Par value

Authorised share

preference

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

N/A

N/A

Increase/(decrease)

N/A

N/A

Balance at close of the month

N/A

N/A

3. Other Classes of Shares

Stock code :

N/A

Description :

N/A

No. of other

Par value

Authorised share

classes of

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

N/A

N/A

Increase/(decrease)

N/A

N/A

Balance at close of the month

N/A

N/A

Total authorised share capital at the end of the month

RMB13,579,541,500

(State currency) :

March 2019

II. Movements in Issued Share Capital

No. of ordinary shares

No of preference

No. of other

(1)

(2)

shares

classes of shares

Balance at close of

preceding month

2,076,296,000

11,503,245,500

N/A

N/A

Increase/ (decrease)

during the month

0

0

N/A

N/A

Balance at close of

the month

2,076,296,000

11,503,245,500

N/A

N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of

No. of new

No. of new shares

share option

shares of issuer of issuer which may

scheme

issued during

be issued pursuant

including EGM

Movement during the month

the month

thereto as at close

approval date

pursuant thereto

of the month

(dd/mm/yyyy) and

class of shares

issuable

Granted

Exercised

Cancelled

Lapsed

1. N/A

( / /

)

shares

(Note 1)

2. N/A

(

/

/

)

shares

(Note 1)

3. N/A

( / /

)

shares

(Note 1)

Total A.

(Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

Total funds raised during the month from exercise

of options (State currency)

N/A

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

No. of

No. of new

new

shares of

shares of

issuer which

issuer

may be

issued

issued

Nominal value

Nominal

during the

pursuant

Currency

at close of

Exercised

value at

month

thereto as at

Description of warrants

of nominal

preceding

during the

close of the

pursuant

close of the

(Date of expiry - dd/mm/yyyy)

value

month

month

month

thereto

month

1. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

2. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

3. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

4. N/A

(

/

/

)

Stock code (if listed) Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

(

/

/

)

(

/

/

)

(

/

/

)

(

/

/

)

Total B.

(Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

No. of

new

shares of

No. of new

issuer

shares of issuer

issued

which may be

Amount at

Converte

during the

issued pursuant

Currency of

close of

d during

Amount at

month

thereto as at

amount

preceding

the

close of the

pursuant

close of the

Class and description

outstanding

month

month

month

thereto

month

1.

ZERO COUPON

Approximately

CONVERTIBLE BONDS

403,854,922 H

DUE 2021

shares

(Term of convertible bonds:

(assuming full

From 29 January 2016 to 29

conversion of

January 2021)

the bonds at the

(Conversion period of

adjusted

convertible bonds: Commences

conversion price

from 10 March 2016 and ends

USD

USD

of HKD9.65 per

on 29 January 2021)

USD

500,000,000

NIL

500,000,000

NIL

H share)

Listed on The Stock

Exchange of Hong Kong

Limited, convertible

Stock code (if listed)

bonds code: 5610

Class of shares

issuable (Note 1)

H shares

Adjusted conversion price

Conversion price

is HKD9.65 per H share

EGM approval date

(if applicable)

(dd/mm/yyyy))

29

/ 10 / 2015

2.

USD SETTLED 1.5%

Approximately

COUPON CONVERTIBLE

295,975,251 H

BONDS DUE 2021

shares

(Term of convertible bonds:

(assuming full

From 21 December 2016 to on

conversion of

or about 21 December 2021)

the bonds at the

(Conversion period of

adjusted

convertible bonds: Commences

conversion price

from 31 January 2017 and ends

RMB

RMB

of HKD13.10

on 21 December 2021)

RMB

3,450,000,000

NIL

3,450,000,000

NIL

per H share)

Listed on The Stock

Exchange of Hong Kong

Limited, convertible

Stock code (if listed)

bonds code: 5338

Class of shares

issuable (Note 1)

H shares

Adjusted conversion price

Conversion price

is HKD13.10 per H share

EGM approval date

(if applicable)

(dd/mm/yyyy)

29 / 10 / 2015

3.

N/A

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

(

/ /

)

March 2019

No. of

new

shares of

No. of new

issuer

shares of issuer

issued

which may be

Amount at

Converte

during the

issued pursuant

Currency of

close of

d during

Amount at

month

thereto as at

amount

preceding

the

close of the

pursuant

close of the

Class and description

outstanding

month

month

month

thereto

month

4.

N/A

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / /

)

Total C. (Ordinary shares)

N/A

(Preference

shares)

N/A

(Other class)

N/A

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

No. of new shares

No. of new shares

of issuer issued

of issuer which may

during the month

be issued pursuant

pursuant thereto

thereto as at close

Full particulars including EGM approval date (dd/mm/yyyy),

of the month

if applicable, and class of shares issuable:

1.

N/A

( / /

)

shares (Note 1)

2.

N/A

( / / )

shares (Note 1)

3. N/A

( / /

)

shares (Note 1)

N/A

Total D. (Ordinary shares)

(Preference shares)

N/A

(Other class)

N/A

March 2019

Other Movements in Issued Share Capital

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares ________

1. Rights issue

At price :

State

currency

issuable (Note 1)

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

2. Open offer

At price :

State

currency

Class

of

shares ________

issuable (Note 1)

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

3. Placing

At price :

State

currency

Class

of

shares ________

issuable (Note 1)

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

Class

of

shares ________

issuable (Note 1)

4. Bonus issue

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

March 2019

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares

________

State

issuable (Note 1)

(

/

/

)

5. Scrip dividend At price :

Issue and allotment

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class of shares ________

6. Repurchase of shares

repurchased (Note 1)

Cancellation date :

(

/

/

)

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

Class of shares ________

7. Redemption of shares

redeemed (Note 1)

Redemption date :

(

/

/

)

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

Class of shares ________

8. Consideration

At price :

State

issue

currency

issuable (Note 1)

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A N/A

March 2019

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares

________

issuable (Note 1)

9. Capital

Issue and allotment

(

/

/

)

reorganisation

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

10. Other

At price :

State

Issue and allotment

(

/

/

)

(Please specify)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Total E. (Ordinary

shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)

N/A

(2)

N/A

Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):

N/A

Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to

N/A

E):

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

  1. all money due to the listed issuer in respect of the issue of securities has been received by it;
  2. all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
  3. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

March 2019

  1. all the securities of each class are in all respects identical (Note 3);
  2. all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
  3. all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
  4. completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
  5. the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

  1. As the Company is incorporated in the PRC, the concept of "authorised share capital" is not applicable. The information under section I is the "issued share capital" of the Company.
  2. Confirmations under section IV are not applicable because no new security was issued by the issuer during the month.

Submitted by: __ Law Chun Biu ____________________________________

Title: __ Joint Company Secretary______________________________________

(Director, Secretary or other duly authorised officer)

Notes :

  1. State the class of shares (e.g. ordinary, preference or other).
  2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.
  3. "Identical" means in this context:
    • the securities are of the same nominal value with the same amount called up or paid up;
    • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
    • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
  4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019

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CRCC - China Railway Construction Corporation Limited published this content on 04 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 September 2019 23:06:05 UTC