China Railway Construction : Terms of Reference of the Remuneration and Evaluation Committee of the Board

Important Note: The following is an English translation of the Chinese version of the Terms of Reference of the Remuneration and Evaluation Committee of the Board of China Railway Construction Corporation Limited. In case of any discrepancies or inconsistencies between the Chinese and English versions, the Chinese version shall always prevail.

Terms of Reference of the Remuneration and

Evaluation Committee of the Board

(the "Committee")

1. ROLE
   The Committee is established by the Board and shall report to the Board.
   The Committee is responsible for formulating and reviewing the remuneration policies and plans for the Directors and senior management; considering the evaluation criteria for Directors and senior management; conducting the evaluation and providing recommendations thereon.
2. MEMBERSHIP
   The Committee shall be composed of three Directors, the majority of whom shall be independent non-executive Directors. The Committee shall have one chairman, who shall be an independent non-executive Director. The candidates for the members, as well as for the chairman of the Committee, shall be proposed by the Chairman of the Board, after discussion with relevant Directors, to the Board for consideration and decision.

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3. POWERS AND DUTIES

The main powers and duties of the Committee are as follows:

1. to provide recommendations to the Board with respect to the remuneration policies and frameworks for the Directors and senior management as well as the formulation of formal and transparent remuneration policies, including but not limited to the performance evaluation criteria and procedure, the main evaluation system, the major plans and systems for rewards and punishments, and etc.;
2. to formulate the management rules and remuneration plans of the Directors, the chairman of the Supervisory Committee and senior management and to propose to the Board with respect to specific remunerations of such persons, which shall include benefits in kind, pension rights and compensation payment (including compensation payable for loss or termination of office or appointment);
   In terms of determining the remuneration and benefits plans of the Directors and senior management, the factors that the Committee shall take into consideration include the salaries paid by comparable companies, time commitment and responsibilities of the Directors and senior management, and the employment conditions for other positions in the Company and whether remuneration will be determined based on performance, and etc.;
3. to formulate the performance evaluation management methods, the evaluation plans and to determine the evaluation objectives;
4. to formulate the remuneration plans for senior management in accordance with the Company's policies, objectives and annual performance evaluation;
5. to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
6. to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that such they are consistent with contractual terms and are otherwise reasonable and appropriate; and
7. to ensure that no Director or any of his associates is involved in deciding his own remuneration;
8. to review the performance by the Directors and senior management of their duties and to conduct annual evaluation on their performance;

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1. to supervise the effective implementation of the Company's remuneration system;
2. to consider the Company's share incentive plan(s) and provide recommendations thereon;
3. to report to the Board its decisions or recommendations, except those which cannot be reported according to the laws or regulatory restrictions;
4. other matters authorized by the Board; and
5. other relevant requirements for powers and duties of the Committee according to listing rules of the place where the shares of the Company are listed as amended from time to time.

4. MEETINGS

1. The Committee's meetings are in the form of regular meetings and interim meetings. At least one regular meeting of the Committee shall be held in the first half of a year and in the second half of a year each. Meetings shall be presided over by the chairman of the Committee. Where the chairman is unable to be present, he or she may authorize a member of the Committee (independent non-executive director) to preside over.
2. The Committee's meetings shall be convened with the attendance of more than two thirds of the members.
3. The Committee may invite the Company's other Directors, supervisors and senior management members to attend the meetings as appropriate. If necessary, the Committee may also invite the intermediaries to provide independent and professional opinions on their decision-makings, and shall enter into a confidentiality agreement with them. All the expenses caused thereby shall be borne by the Company.
4. Voting at the Committee's meetings shall be by ballot or by a show of hands and each member shall have one vote. The resolutions adopted at the meetings shall only be approved by more than half of the members.
5. The resolutions passed at the Committee's meetings and the voting results shall be reported to the Board of the Company in writing.
6. There shall be complete minutes of the Committee's meetings. The members attending the meetings shall sign the minutes. The meeting minutes shall be kept by the office of the Board and made available for inspection by Directors at any time.

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The first draft of the meeting minutes shall be submitted to all the members for review as soon as possible and members shall provide written amendment suggestions. The final draft of the meeting minutes shall be finished within a reasonable time after the meetings and sent to all the members for record.

5. OTHER PROVISIONS

1. The Company shall provide necessary funds and other resources to the Committee for performing its duties.
2. The Committee shall respond to the invitation by the Chairman of the Board and have the chairman of the Committee (or, where the chairman is unable to be present, another member or his or her authorized representative) attend each annual general meeting and answer questions raised thereon.

Note: The senior management refers to the President, Vice President(s), the Chief Accountant, the Chief Engineer, the Chief Economist, and the Secretary to the Board, which are engaged by the Board.

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