China Railway Construction : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS

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.

PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION;

AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE

FOR THE BOARD OF DIRECTORS

This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

In accordance with the new Securities Law of the People's Republic of China implemented in March 2020, in order to further optimize the corporate governance and improve the applicability of the governance system, combined with the actual situation of the Company and in accordance with the principles for prudency, appropriateness and necessity, the board of directors (the "Board") of China Railway Construction Corporation Limited (the "Company") proposed to make amendments to certain articles in the Articles of Association of China Railway Construction Corporation Limited (the "Articles of Association") and the Rules of Procedure for the Board of Directors of China Railway Construction Corporation Limited (the "Rules of Procedure for the Board of Directors"). Please refer to Appendix I of this announcement for details of the proposed amendments to the Articles of Association, and please refer to Appendix II of this announcement for details of the proposed amendments to the Rules of Procedure for the Board of Directors.

The Board considers that the proposed amendments to the Articles of Association and the Rules of Procedure for the Board of Directors are in the interests of the Company and its shareholders.

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The proposed amendments to the Articles of Association and the Rules of Procedure for the Board of Directors are subject to consideration and approval by the shareholders of the Company at the general meeting of the Company. A circular containing, amongst other things, the details of the proposed amendments to the Articles of Association and the Rules of Procedure for the Board of Directors will be despatched to the shareholders of the Company as soon as practicable.

By order of the Board

China Railway Construction Corporation Limited

WANG Jianping

Chairman

Beijing, the PRC

30 March 2021

As at the date of this announcement, the board of directors comprises Mr. WANG Jianping (Chairman and Executive Director), Mr. ZHUANG Shangbiao (President and Executive Director), Mr. CHEN Dayang (Executive Director), Mr. LIU Ruchen (Executive Director), Mr. WANG Huacheng (Independent Non-executive Director), Mr. Patrick SUN (Independent Non-executive Director), Mr. CHENG Wen (Independent Non-executive Director) and Ms. Amanda Xiao Qiang LU (Independent Non-executive Director).

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APPENDIX I

Details of the proposed amendments to the Articles of Association* are set out as follows:

No.	Original Articles	Amended Articles
1	Article 30 If a director, supervisor or senior	Article 30 If a director, supervisor or senior
	officer of the Company, or a holder of at least	officer of the Company, or a holder of at
	5 percent of the domestic investment shares of	least 5 percent of the domestic investment
	the Company, sells the shares of the Company	shares of the Company, sells the shares or
	that he or she holds within six months after	other securities with an equity natureof the
	acquiring the same, or buys such shares back	Company that he or she holds within six
	within six months after selling the same, the	months after acquiring the same, or buys such
	gains obtained therefrom shall belong to the	shares back within six months after selling
	Company and the Board of Directors of the	the same, the gains obtained therefrom shall
	Company shall recover such gains from him	belong to the Company and the Board of
	or her. However, a securities company that	Directors of the Company shall recover such
	underwrote shares on a firm commitment	gains from him or her. However, a securities
	basis and which, after purchasing the shares	company that underwrote shares on a firm
	remaining after the sale, holds at least 5	commitment basis and which, after purchasing
	percent of the shares shall not be subject to the	the shares remaining after the sale, holds
	six month time limit when selling such shares.	at least 5 percent of the shares, and other
		circumstances stipulated by the securities
	If the Board of Directors of the Company	regulatory authority under the State Council,
	fails to act in accordance with the preceding	shall not be subject to the six month time limit
	paragraph, shareholders shall have the right	when selling such shares.
	to demand that the Board of Directors act
	within 30 days. If the Board of Directors of	The shares or other securities with an equity
	the Company fails to act within such time	nature held by directors, supervisors, senior
	period, shareholders shall have the right, in the	officers and natural person shareholders
	interests of the Company, to directly institute	referred to in the preceding paragraph include
	a legal action in a court in their own name.	the shares or other securities with an equity
		nature held by their spouses, parents, children,
	If the Board of Directors of the Company fails	and any of the above which is held by using
	to act in accordance with the first paragraph,	others' accounts.If the Board of Directors of
	the responsible directors shall be jointly and	the Company fails to act in accordance with
	severally liable in accordance with the law.	the preceding paragraph, shareholders shall
		have the right to demand that the Board of
		Directors act within 30 days. If the Board of
		Directors of the Company fails to act within
		such time period, shareholders shall have
		the right, in the interests of the Company, to
		directly institute a legal action in a court in
		their own name.

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No.	Original Articles	Amended Articles
		If the Board of Directors of the Company fails
		to act in accordance with the first paragraph,
		the responsible directors shall be jointly and
		severally liable in accordance with the law.
2	Article 69 General meetings are divided into	Article 69 General meetings are divided into
	annual general meetings and extraordinary	annual general meetings and extraordinary
	general meetings. In general, general meetings	general meetings. In general, general meetings
	shall be convened by the Board of Directors.	shall be convened by the Board of Directors.
	Annual general meetings shall be called once a	Annual general meetings shall be called once a
	year and shall be held within six months after	year and shall be held within six months after
	the end of the preceding fiscal year.	the end of the preceding fiscal year.
	The Company shall call an extraordinary	The Company shall call an extraordinary
	general meeting within two months from the	general meeting within two months from the
	date of the occurrence of any of the following	date of the occurrence of any of the following
	circumstances:	circumstances:
	(1) the number of directors is less than the	(1) the number of directors is less than the
	number provided for in the Company	number provided for in the Company
	Law (5 to 19 persons) or less than two-	Law (5 to 19 persons) or less than two-
	thirds of the number prescribed in these	thirds of the number prescribed in these
	Articles of Association (i.e. 6 persons);	Articles of Association	(i.e. 6 persons)	;
	(2) the losses of the Company that have not	(2) the losses of the Company that have not
	been made up reach one-third of the its	been made up reach one-third of the its
	total paid in share capital;	total paid in share capital;
	⋯⋯	⋯⋯

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No.	Original Articles	Amended Articles
3	Article 146 A director shall abide by laws	Article 146 A director shall abide by laws
	and these Articles of Association, and bear the	and these Articles of Association, and bear the
	following obligations of diligence toward the	following obligations of diligence toward the
	Company:	Company:
	(1) prudently, conscientiously and diligently	(1) prudently, conscientiously and diligently
	exercising the rights granted him or her	exercising the rights granted him or her
	by the Company, so as to ensure that the	by the Company, so as to ensure that the
	commercial acts of the Company comply	commercial acts of the Company comply
	with state laws and the requirements	with state laws and the requirements
	of the various economic policies of the	of the various economic policies of the
	state, and that its commercial activities	state, and that its commercial activities
	do not exceed the scope of business	do not exceed the scope of business
	specified on the business license;	specified on the business license;
	(2) treating all shareholders equally;	(2) treating all shareholders equally;
	(3) timely keeping abreast of the Company's	(3) timely keeping abreast of the Company's
	business operation and management	business operation and management
	situation;	situation;
	(4) signing written confirmation opinions	(4) signing written confirmation opinions
	on the regular reports of the Company	on the securities offering documents
	so as to ensure that the information	andregular reports of the Company so as
	disclosed by the Company is true,	to ensure that the information disclosed
	accurate and complete;	by the Company is true, accurate and
		complete. Where the directors are unable
	(5) providing true information and data	to ensure the truthfulness, accuracy
	to the Supervisory Committee and	and completeness of the content of
	not interfering with the Supervisory	the securities offering documents and
	Committee or supervisors in the exercise	regular reports or holding dissenting
	of their functions and powers;	views, their opinions and reasons shall
	⋯⋯	be stated in the written confirmation and
	disclosed by the Company. Directors
		may directly apply for disclosure if the
		Company fails to disclose;
		(5) providing true information and data
		to the Supervisory Committee and
		not interfering with the Supervisory
		Committee or supervisors in the exercise
		of their functions and powers;
		⋯⋯

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No.	Original Articles	Amended Articles
4	Article 164 The Company shall have a Board	Article 164 The Company shall have a Board
	of Directors which, as the permanent body	of Directors which, as the permanent body
	responsible for making the business decisions	responsible for making the business decisions
	of the Company, shall be accountable to the	of the Company, shall be accountable to the
	general meeting. The Board of Directors shall	general meeting. The Board of Directors
	consist of nine directors, with one Chairman	shall consist of seven tonine directors, with
	of the Board and one Vice Chairman of the	one Chairman of the Board and one Vice
	Board, and at least one-third of the members	Chairman of the Board, and at least one-third
	are independent non-executive directors.	of the members are independent non-executive
		directors.
	The Chairman of the Board and the Vice
	Chairman of the Board shall be elected and	The Chairman of the Board and the Vice
	removed by more than half of all the directors.	Chairman of the Board shall be elected and
	The Chairman of the Board and the Vice	removed by more than half of all the directors.
	Chairman of the Board shall serve terms of	The Chairman of the Board and the Vice
	three years and may serve consecutive terms if	Chairman of the Board shall serve terms of
	reelected.	three years and may serve consecutive terms if
		reelected.
5	Article 170 The Strategy and Investment	Article 170 The Strategy and Investment
	Committee of the Board of Directors shall	Committee of the Board of Directors shall be
	be composed of five directors. One of its	composed of three tofive directors. One of its
	members shall serve as its chairman. The main	members shall serve as its chairman. The main
	duties and responsibilities of the Strategy and	duties and responsibilities of the Strategy and
	Investment Committee are as follows:	Investment Committee are as follows:
	⋯⋯	⋯⋯
6	Article 171 The Nomination Committee of	Article 171 The Nomination Committee of
	the Board of Directors shall be composed of	the Board of Directors shall be composed of
	five directors, with independent non-executive	three tofive directors, with independent non-
	directors accounting for at least one-half of its	executive directors accounting for at least one-
	membership. The Chairman of the Board shall	half of its membership. The Chairman of the
	serve as its chairman. The main duties and	Board shall serve as its chairman. The main
	responsibilities of the Nomination Committee	duties and responsibilities of the Nomination
	are as follows:	Committee are as follows:
	⋯⋯	⋯⋯

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No.	Original Articles	Amended Articles
7	Article 179 When the Board of Directors	Article 179 When the Board of Directors
	calls a regular meeting or interim meeting,	calls a regular meeting or interim meeting,
	the Secretariat of the Board of Directors shall	the Secretariat of the Board of Directors the
	deliver a written meeting notice to all of the	Office of the Board of Directorsshall deliver
	directors, supervisors, the President and the	a written meeting notice to all of the directors,
	Secretary to the Board by hand, mail or fax	supervisors, the President and the Secretary
	14 days prior to the date of a regular meeting	to the Board by hand, mail or fax 14 days
	or 5 days prior to an interim meeting. If	prior to the date of a regular meeting or 5 days
	service is made indirectly, confirmation shall	prior to an interim meeting. If service is made
	additionally be made by telephone and the	indirectly, confirmation shall additionally be
	appropriate record thereof shall be made.	made by telephone and the appropriate record
	⋯⋯	thereof shall be made.
	⋯⋯
8	Article 191 The resolutions and minutes of	Article 191 The resolutions and minutes of
	Board meetings, together with the meeting	Board meetings, together with the meeting
	notice, meeting materials, meeting sign-in	notice, meeting materials, meeting sign-in
	register, the instruments of appointment of	register, the instruments of appointment of
	director proxies, the sound recording of the	director proxies, the sound recording of the
	meeting and the vote ballots shall serve as	meeting and the vote ballots shall serve as
	Company files and be kept by the Secretariat	Company files and be kept by the Secretariat
	of the Board of Directors for a period of not	of the Board of Directorsthe Office of the
	less than 20 years.	Board of Directorsfor a period of not less than
	⋯⋯	20 years.
	⋯⋯
9	Article 214 Supervisors shall ensure that the	Article 214 Supervisors shall sign the
	information disclosed by the Company is true,	written confirmation opinions on the
	accurate and complete.	securities offering documents and regular
		reports prepared by the Board.Supervisors
		shall ensure that the Company gives a timely
		and fair disclosure of information andthe
		information disclosed by the Company is true,
		accurate and complete.
		Where the Supervisors are unable to ensure
		the truthfulness, accuracy and completeness
		of the content of the securities offering
		documents and regular reports or holding
		dissenting views, their opinions and reasons
		shall be stated in the written confirmation and
		disclosed by the Company. Supervisors may
		directly apply for disclosure if the Company
		fails to disclose.

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No.	Original Articles	Amended Articles
10	Article 219 The Supervisory Committee	Article 219 The Supervisory Committee
	shall be accountable to the general meeting	shall be accountable to the general meeting
	and exercise the following functions and	and exercise the following functions and
	powers in accordance with the law:	powers in accordance with the law:
	(1) to review the regular reports of the	(1) to review the securities offering
	Company prepared by the Board of	documents andregular reports of the
	Directors and to submit written review	Company prepared by the Board of
	opinions thereon;	Directors and to submit written review
		opinions thereon;
	(2) to examine the Company's finances,
	and, when necessary, it may appoint	(2) to examine the Company's finances,
	a separate accounting firm in the	and, when necessary, it may appoint
	Company's name to independently	a separate accounting firm in the
	review the Company's finances;	Company's name to independently
	⋯⋯	review the Company's finances;
	⋯⋯

• The Articles of Association and its proposed amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

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APPENDIX II

Details of the proposed amendments to the Rules of Procedure for the Board of Directors* are set out as follows:

No.	Original Articles	Amended Articles
1	Article 4 The Board of Directors	Article 4 The Board of Directors shall
	shall consist of nine directors, with one	consist of seven tonine directors, with
	Chairman of the Board and one Vice	one Chairman of the Board and one Vice
	Chairman of the Board, and at least one-	Chairman of the Board, and at least one-
	third of the members are independent non-	third of the members are independent non-
	executive directors.	executive directors.
2	Article 13 The Board of Directors has	Article 13 The Board of Directors
	a Secretariat, which is responsible for	has a SecretariatOffice of the Board
	handling daily affairs of the Board of	of Directors, which is responsible for
	Directors.	handling daily affairs of the Board of
		Directors.
	The Secretary to the Board of Directors
	shall be in charge of the work of the	The Secretary to the Board of Directors
	Secretariat.	shall be in charge of the work of the
		Secretariatthe Office of the Board of
		Directors.
3	Article 15 Before issuing a notice	Article 15 Before issuing a notice for
	for convening a regular meeting of the	convening a regular meeting of the Board
	Board of Directors, the Secretariat of	of Directors, the Secretariat of the Board
	the Board of Directors shall fully solicit	of Directorsthe Office of the Board of
	opinions from all directors and formulate	Directorsshall fully solicit opinions from
	a preliminary motion to be submitted to	all directors and formulate a preliminary
	the Chairman of the Board of Directors for	motion to be submitted to the Chairman of
	determination.	the Board of Directors for determination.
	⋯⋯	⋯⋯

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No.	Original Articles	Amended Articles
4	Article 18 If a interim meeting of the	Article 18 If a interim meeting of
	Board of Directors is proposed to be	the Board of Directors is proposed to
	held according to the provisions of the	be held according to the provisions of
	preceding article, a written motion signed	the preceding article, a written motion
	(sealed) by the proposer shall be submitted	signed (sealed) by the proposer shall be
	through the Secretariat of the Board of	submitted through the Secretariat of the
	Directors or directly to the Chairman of	Board of Directorsthe Office of the Board
	the Board of Directors. The written motion	of Directorsor directly to the Chairman of
	shall clearly state:	the Board of Directors. The written motion
		shall clearly state:
	(1) name of the proposer;
		(1) name of the proposer;
	(2) reason for proposing such a motion
	or objective causes;	(2) reason for proposing such a motion
		or objective causes;
	(3) time or time limit, place and the way
	the proposed meeting is held;	(3) time or time limit, place and the way
		the proposed meeting is held;
	(4) explicit and concrete proposal;
		(4) explicit and concrete proposal;
	(5) contact information of the proposer,
	date of proposal, etc.	(5) contact information of the proposer,
		date of proposal, etc.
	The contents of the motion shall be
	matters within the authority of the Board	The contents of the motion shall be
	of Directors as specified in the Articles	matters within the authority of the Board
	of Association, and relevant information	of Directors as specified in the Articles
	about the motion shall be submitted	of Association, and relevant information
	together.	about the motion shall be submitted
		together.
	After receiving the above-mentioned
	written motion and relevant information,	After receiving the above-mentioned
	the Secretariat of the Board of Directors	written motion and relevant information,
	shall pass them on to the Chairman of the	the Secretariat of the Board of Directors
	Board of Directors on the same day. If	the Office of the Board of Directorsshall
	considering that the contents is unclear,	pass them on to the Chairman of the
	unspecific or relevant information is	Board of Directors on the same day. If
	insufficient, the Chairman of the Board	considering that the contents is unclear,
	of Directors may require the proposer to	unspecific or relevant information is
	modify or supplement contents of such	insufficient, the Chairman of the Board
	motion.	of Directors may require the proposer to
	⋯⋯	modify or supplement contents of such
	motion.
		⋯⋯

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No.	Original Articles	Amended Articles
5	Article 20 When the Board of Directors	Article 20 When the Board of Directors
	calls a regular meeting or interim meeting,	calls a regular meeting or interim meeting,
	the Secretariat of the Board of Directors	the Secretariat of the Board of Directors
	shall deliver a written meeting notice	the Office of the Board of Directorsshall
	to all of the directors, supervisors, the	deliver a written meeting notice to all of
	President and the Secretary to the Board	the directors, supervisors, the President
	by hand, mail or fax 14 days prior to the	and the Secretary to the Board by hand,
	date of a regular meeting or 5 days prior	mail or fax 14 days prior to the date
	to an interim meeting. If service is made	of a regular meeting or 5 days prior to
	indirectly, confirmation shall additionally	an interim meeting. If service is made
	be made by telephone and the appropriate	indirectly, confirmation shall additionally
	record thereof shall be made.	be made by telephone and the appropriate
	⋯⋯	record thereof shall be made.
	⋯⋯
6	Article 23 Meetings of the Board of	Article 23 Meetings of the Board of
	Directors may be held only if more than	Directors may be held only if more than
	one half (namely five) of the directors are	one half (namely five)of the directors are
	present. In the event that a quorum for	present. In the event that a quorum for
	holding a meeting cannot be satisfied due	holding a meeting cannot be satisfied due
	to the refusal or failure by a director or	to the refusal or failure by a director or
	directors to attend, the Chairman of the	directors to attend, the Chairman of the
	Board and the Secretary to the Board shall	Board and the Secretary to the Board shall
	promptly report the same to the regulator.	promptly report the same to the regulator.
	⋯⋯	⋯⋯

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No.	Original Articles	Amended Articles
7	Article 29 The directors shall carefully	Article 29 The directors shall carefully
	read relevant meeting materials, and	read relevant meeting materials, and
	independently and prudently express	independently and prudently express
	their opinions on the basis of fully	their opinions on the basis of fully
	understanding the relevant conditions.	understanding the relevant conditions.
	The directors may also get to know the	The directors may also get to know
	information required for decision making	the information required for decision
	from the Secretariat of the Board of	making from the Secretariat of the Board
	Directors, the convener, the President	of Directorsthe Office of the Board of
	and other senior management members,	Directors, the convener, the President
	special committees, accounting firms and	and other senior management members,
	law firms and other relevant personnel and	special committees, accounting firms and
	institutions, and may also propose to the	law firms and other relevant personnel and
	chairman of the meeting to ask the above-	institutions, and may also propose to the
	mentioned personnel and representatives	chairman of the meeting to ask the above-
	of the above-mentioned institutions to	mentioned personnel and representatives
	explain relevant conditions during the	of the above-mentioned institutions to
	meeting.	explain relevant conditions during the
		meeting.
8	Article 37 After directors present at the	Article 37 After directors present
	meeting have cast their votes, relevant	at the meeting have cast their votes,
	personnel of the Secretariat of the Board	relevant personnel of the Secretariat of
	of Directors shall collect directors'	the Board of Directorsthe Office of the
	voting ballots in time, and submit to the	Board of Directorsshall collect directors'
	Secretary to the Board of Directors to	voting ballots in time, and submit to the
	conduct counting under the supervision	Secretary to the Board of Directors to
	of a supervisor or an independent non-	conduct counting under the supervision
	executive director.	of a supervisor or an independent non-
	⋯⋯	executive director.
9	Article 41 The Secretary to the Board	Article 41 The Secretary to the Board
	shall arrange the personnel of the	shall arrange the personnel of the
	Secretariat of the Board of Directors to	Secretariat of the Board of Directorsthe
	take minutes for the Board meetings.	Office of the Board of Directorsto take
	Minutes of the meetings of the Board	minutes for the Board meetings. Minutes
	of Directors shall contain the following	of the meetings of the Board of Directors
	particulars:	shall contain the following particulars:
	⋯⋯	⋯⋯

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No.	Original Articles	Amended Articles
10	Article 45 The Company shall announce	Article 45 The Company shall announce
	the resolutions of the meeting of the Board	the resolutions of the meeting of the Board
	of Directors according to the provisions of	of Directors according to the provisions
	relevant laws, and relevant affairs shall be	of relevant laws, and relevant affairs shall
	handled by the Secretary and Secretariat of	be handled by the Secretary to the Board
	the Board of Directors. An announcement	and Secretariat of the Board of Directors
	of the resolutions of the Board of Directors	the Office of the Board of Directors.
	shall contain the following particulars:	An announcement of the resolutions of
	⋯⋯	the Board of Directors shall contain the
		following particulars:
		⋯⋯
11	Article 46 The files of meetings of the	Article 46 The files of meetings of the
	Board of Directors, including meeting	Board of Directors, including meeting
	notice and materials, attendance book,	notice and materials, attendance book,
	the power of attorney authorizing proxy	the power of attorney authorizing proxy
	directors to attend the meeting, meeting	directors to attend the meeting, meeting
	recordings, voting ballots, minutes signed	recordings, voting ballots, minutes signed
	by present directors, summary of minutes,	by present directors, summary of minutes,
	resolution records and announcements	resolution records and announcements
	of resolutions, etc. shall be kept by the	of resolutions, etc. shall be kept by the
	Secretariat of the Board of Directors as the	Secretariat of the Board of Directorsthe
	Company files, with the storage life not	Office of the Board of Directorsas the
	less than 20 years.	Company files, with the storage life not
	⋯⋯	less than 20 years.
	⋯⋯

• The Rules of Procedure for the Board of Directors and its proposed amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

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