China Railway : Articles of Association of China Railway Group Limited

Chinese version of the Articles of Association shall prevail in case of discrepancies or inconsistencies

Articles of Association

of

China Railway Group Limited

(Amended in October 2019)

Chapter 1 General Provisions

1. For the purpose of protecting the legitimate rights and interests of China Railway Group Limited
   ("Company"), the Company's shareholders and creditors, and of standardizing the organization and activities of the Company, the Articles of Association of the Company ("Articles") are hereby formulated in accordance with the Company Law of the People's Republic of China ("Company Law"), Securities Law of the People's Republic of China ("Securities Law"), Special Regulations of the State Council concerning the Offering and Listing of Shares Overseas by Joint Stock Limited
   Companies ("Special Regulations"), Mandatory Provisions for Articles of Association of Companies Listing Abroad ("Mandatory Provisions"), Guidelines for Corporate Governance of Listed Companies, Guidelines on Articles of Association of Listed Companies ("Guidelines") and the
   Constitution of the Communist Party of China as well as other relevant rules.
2. The Company is a company limited by shares established in accordance with the Company Law, the Securities Law, the Special Regulations and other relevant state laws and regulations.
   The Company has been established by way of exclusive promotion with the approval from the State-owned Assets Supervision and Administration Commission of the State Council. The Company has undertaken registration with the State Administration for Industry and Commerce of the People's Republic of China ("PRC") and obtained its business license for enterprise legal person with the license number of 100000000041175 on 12 September 2007.
   The promoter of the Company: China Railway Engineering Corporation.
   On 28 December 2017, China Railway Engineering Corporation completed its enterprise reform registration and changed its company name to "China Railway Engineering Group Company
   Limited".

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1. Registered name of the Company Chinese name: 中国中铁股份有限公司 English name: China Railway Group Limited
2. Domicile of the Company: 918, Block 1, No.128 South 4th Ring Road West, Fengtai District, Beijing
   Postal Code: 100070
3. The chairman of the board of directors shall be the legal representative of the Company.
4. The total capital of the Company shall be divided into shares of equal value. The respective liability of the shareholders shall be limited to the shares held by them. The Company shall be held liable for its debts with all its assets.
5. The Company is a perpetually existing joint stock limited company.
6. The Articles of the Company shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and its shareholders and among the shareholders from the date when it becomes effective. The Articles shall be legally binding upon the Company, its shareholders, directors, supervisors and senior management personnel. The aforesaid personnel have the right to claim their rights and assume relevant responsibilities in relation to the Company in accordance with the Articles.
   Subject to the provision of Article 273 of the Articles, according to the Articles, the shareholders shall have the right to initiate legal proceedings against other shareholders; the shareholders shall have the right to initiate legal proceedings against directors, supervisors and senior management personnel of the Company; the shareholders shall have the right to initiate legal proceedings against the Company, and the Company shall have the right to initiate legal proceedings against the shareholders, directors, supervisors and senior management personnel.
   The "legal proceedings" referred to in the preceding paragraph shall include filing suits to a court or applying for arbitration to an arbitration organization.

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9 The Company may invest in other enterprises, provided that, unless otherwise provided by law, the Company may not assume joint and several liabilities for the debt of the invested enterprises as an investor.

Chapter 2 Purpose and Business Scope

1. The purpose of the Company is to: comply with the laws and regulations, observe the social morals and business ethics, adhere to the scientific outlook on development, uphold the motto of "strive to overcome challenges and achieve excellence", pursue independent management, behave in a honest and trustworthy way, subject itself to supervision from the government and general public, strive to improve its economic results, assume social responsibilities and maximize the economic benefits for all shareholders.
2. The business scope of the Company shall be subject to the approval of the company registration authority.
   The business scope of the Company covers: Contracting of civil engineering and construction, wiring, pipe fitting and equipment installation; sub-contracting of the survey, design, building, construction supervision, technology consultation, technology development, technology transfer and technical service in connection with abovementioned items; research, manufacturing, sales and leasing of machinery facilities, apparatus, component, steel girder, steel structure and building materials designed for civil engineering; temporary passenger and cargo transport and related services prior to the formal testing and delivery for operation of newly-built railways; contracting of overseas projects and domestic foreign invested projects in the industry; real estate development and operation, resource development, trade and logistics; import and export; counter trade and intermediary trade; auto sales; sales of electronic products and communication and signalling equipment, hardware and electrical appliance, building hardware, plumbing equipment and general merchandise.
   Subject to the approval of the company registration authority, the Company may make appropriate adjustment on the business scope according to the market and based on its operation and development needs and capability.

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Chapter 3 Shares, Registered Capital and Share Transfer

1. The Company shall have ordinary shares at any time. The Company may have other types of shares if necessary, upon approval of the approving authorities authorised by the State Council.
2. The shares of the Company are represented with stocks.
   All the stocks issued by the Company shall have a par value and each stock shall bear a par value of RMB1.
   The "RMB" referred to in the preceding paragraph shall mean t he lawful currency of the PRC.
3. The issuing of shares by the Company shall be conducted on the principle of openness, fairness and justness, with each share of the same class bearing equal rights.
   The issuing conditions and price for each share of the same class issued at the same time shall be the same. Each share subscribed by any entity or individual shall be subscribed at the same price.
4. Upon approval of the securities regulatory authority of the State Council, the Company may issue shares to domestic investors and overseas investors.
   "Overseas investors" referred to in the preceding paragraph shall mean the investors from foreign countries or from Hong Kong, Macau and Taiwan who have subscribed the shares issued by the Company. "Domestic investors" shall mean the investors other than those mentioned above who have subscribed the shares issued by the Company and are located within the PRC.

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1. Shares issued by the Company to domestic investors which are subscribed in RMB shall be referred to as "domestic investment shares". Shares issued by the Company to the overseas investors which are subscribed in foreign currency shall be referred to as "foreign investment shares". Domestic investment shares that are listed in domestic market shall be referred to as "domestic listed domestic shares". Foreign investment shares that are listed abroad shall be referred to as "overseas listed foreign shares".
   The "foreign currency" in the preceding paragraph shall mean the lawful currency (apart from RMB) of other countries or regions which are recognized by the foreign exchange control authority of the State and can be used for paying for the share price to the Company and can be converted freely.
   Subject to the approval of the securities regulatory authority of the State Council, shares held by the domestic shareholders of the Company may be transferred to foreign investors and listed and traded in overseas market. Shares transferred for listing and trading in foreign securities exchanges shall be subject to the regulatory procedures, rules and requirements of the foreign securities market. Listing and trading of the transferred shares in foreign securities exchanges do not require voting by the shareholders of relevant classes.
2. As approved by the approval body authorised by the State Council, the Company, at the time of its establishment, issued 12,800,000,000 ordinary shares to its promoter which are subscribed and held by China Railway Engineering Corporation.
3. Upon the establishment of the Company, as approved by the China Securities Regulatory
   Commission ("CSRC") in its Notice Zhengjianfaxingzi [2007] No. 396 released on 6 November 2007,
   4,675,000,000 ordinary shares in RMB were issued in an initial public offering to the general public and the shares were listed on the Shanghai Stock Exchange on 3 December 2007.
   Upon the listing on the Shanghai Stock Exchange, as approved by the CSRC in its Notice Zhengjianguohezi [2007] No. 35, 3,824,900,000 overseas listed foreign shares (including 498,900,000 over-allotment shares) were issued, and the total number of overseas listed foreign shares was 4,207,390,000 which includes 382,490,000 overseas listed foreign shares converted from the sell-down of relevant state-owned shares.
   Upon completion of such issuance, the total share capital of the Company was 21,299,900,000 shares, including 17,092,510,000 Renminbi-denominated ordinary shares, representing 80.25%; and 4,207,390,000 overseas-listed foreign shares, representing 19.75%.

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