China Railway Construction : PROPOSED APPOINTMENT OF DIRECTOR AND NOTICE OF EGM

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 proxy form and reply slip 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 APPOINTMENT OF DIRECTOR

AND

NOTICE OF EGM

A notice convening the 2020 third extraordinary general meeting ("EGM") to be held at the CRCC Bureau Building, No. 40 Fuxing Road, Haidian District, Beijing, the People's Republic of China at 9:00 a.m. on Monday, 19 October 2020 is set out on page 5 to page 7 of this circular.

A reply slip and a proxy form to be used at the EGM are enclosed and are also published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk). If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Thursday, 15 October 2020. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form 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 proxy form will not preclude you from attending the EGM or any adjournment thereof and voting in person if you so wish.

22 September 2020

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
I.	Proposed Appointment of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
III.	Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

"A Share(s)"	means the domestically-listed shares 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 Shareholder(s)"	means holder(s) of A Share(s)
"Board"	means the board of directors of the Company
"Company"	means China Railway Construction Corporation Limited, a joint
	stock company incorporated in the PRC with limited liability,
	whose H Share(s) and A Share(s) are listed on the Hong Kong
	Stock Exchange and the Shanghai Stock Exchange respectively
"Director(s)"	means the director(s) of the Company
"EGM"	means the 2020 third extraordinary general meeting of the
	Company to be held at the CRCC Bureau Building, No. 40 Fuxing
	Road, Haidian District, Beijing, the PRC at 9:00 a.m. on Monday,
	19 October 2020
"H Share(s)"	means 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 are
	traded in Hong Kong dollars
"H Shareholder(s)"	means holder(s) of H Share(s)
"Hong Kong"	means the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"	means the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to time
"Hong Kong Stock Exchange"	means The Stock Exchange of Hong Kong Limited
"HK$"	means Hong Kong dollar, the lawful currency of the Hong Kong

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	DEFINITIONS
"Latest Practicable Date"	means 21 September 2020, being the latest practicable date prior
	to the printing of this circular for ascertaining certain information
	contained therein
"PRC"	means the People's Republic of China which, for the purposes
	of this circular, excludes Hong Kong, the Macau Special
	Administrative Region and Taiwan
"RMB"	means Renminbi, the lawful currency of the PRC
"Share(s)"	means the share(s) of the Company with a nominal value of
	RMB1.00 each, including A Share(s) and H Share(s)
"Shareholder(s)"	means the registered holder(s) of Share(s) of the Company
"%"	means per cent

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LETTER FROM THE BOARD

Directors:	Registered office:
Mr. ZHUANG Shangbiao (President and Executive Director)	East, No. 40 Fuxing Road
Mr. CHEN Dayang (Executive Director)	Haidian District
Mr. LIU Ruchen (Executive Director)	Beijing, PRC
Mr. WANG Huacheng (Independent Non-executive Director)
Mr. Patrick SUN (Independent Non-executive Director)	Principal place of business
Mr. CHENG Wen (Independent Non-executive Director)	in Hong Kong:
Ms. Amanda Xiao Qiang LU (Independent Non-executive Director)	23/F, Railway Plaza
	39 Chatham Road South
	Tsim Sha Tsui, Kowloon
	Hong Kong
	22 September 2020
To H Shareholders
Dear Sir or Madam,

PROPOSED APPOINTMENT OF DIRECTOR

AND

NOTICE OF EGM

INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the information regarding the resolution to be proposed at the EGM so that you may make informed decisions on the resolution.

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LETTER FROM THE BOARD

1. PROPOSED APPOINTMENT OF DIRECTOR
   Recommendation is made by China Railway Construction Corporation, the controlling shareholder of the Company, and approved by the Nomination Committee of the board of directors of the Company to nominate Mr. WANG Jianping as a candidate for executive director of the Company. The term of office of Mr. WANG Jianping will be effective from the date of his election at the extraordinary general meeting, the same as that of the fourth session of the Board of the Company (except for re-election).
   The biographical details of Mr. WANG Jianping is set out as follows:
   Mr. WANG Jianping, aged 59, a Chinese with no right of abode overseas, is currently the secretary to the Party Committee of the Company, as well as the secretary to the Party Committee and chairman of the board of China Railway Construction Corporation. Mr. WANG worked in Northeast Electric Power Design Institute and Electric Power Planning & Engineering Institute from November 1982 to August 2000. From August 2000 to October 2000, he served as the general manager of China Power Engineering Consulting Corporation; from October 2000 to June 2003, he served as the deputy general manager and member of the Party Group of China Power Engineering Consulting Co., Ltd. and China Power Engineering Consulting (Group) Co., Ltd.; from June 2003 to March 2011, he served as the general manager and secretary to the Party Group of China Power Engineering Consulting Group Co., Ltd.; from March 2011 to August 2011, he served as the deputy leader of the Preparatory Group and member of the Provisional Party Committee of China Energy Engineering Group Co., Ltd., general manager and secretary to the Party Group of China Power Engineering Consulting Group Co., Ltd.; from August 2011 to December 2014, he served as the secretary to the Party Committee as well as vice chairman, secretary to the Party Committee and chairman of China Energy Engineering Group Co., Ltd.; from December 2014 to August 2020, he served as secretary to the Party Committee as well as chairman, and chairman, general manager as well as vice secretary to the Party Committee, secretary to the Party Committee and chairman of China Energy Engineering Group Co., Ltd. and secretary to the Party Committee and chairman of China Energy Engineering Co., Ltd. In August 2020, he served as the secretary to the Party Committee and chairman of China Railway Construction Corporation, and served as the secretary to the Party Committee of the Company from September 2020. Mr. WANG graduated from the Department of Electrical Engineering of Xi'an Jiaotong University, majoring in electric power system and automation, with a bachelor's degree in engineering, and is a professor-level senior engineer.
   Upon approval of the appointment of Mr. WANG by shareholders, the Company will enter into a director's service contract with Mr. WANG. His remuneration as an executive director of the Company will be determined based on remuneration policies for executive director of the Company and subject to the approval at the general meeting.

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LETTER FROM THE BOARD

As of the Latest Practicable Date, Mr. WANG does not have nor is deemed to have any interest or short positions in any shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Save as disclosed in the circular, as of the Latest Practicable Date, Mr. WANG does not hold any other positions in the Company or any of its subsidiaries, or any directorship in other listed public companies in the last three years; as of the Latest Practicable Date, he has no connected relationship with any directors, senior management, substantial shareholders or controlling shareholder of the Company. There is no information relating to him that is required to be disclosed pursuant to rule 13.51(2) (h) to (v) of the Hong Kong Listing Rules. Save as disclosed in the circular, as of the Latest Practicable Date, there is no other matter relating to Mr. WANG's appointment that needs to be brought to the attention of the Shareholders.

1. EGM
   The EGM will be held by the Company for the purpose of considering and, if thought fit, seeking approvals by the Shareholders on the appointment of Mr. WANG Jianping as an executive Director of the Company.
   A notice convening the EGM to be held at the CRCC Bureau Building, No. 40 Fuxing Road, Haidian District, Beijing, the PRC at 9:00 a.m. on Monday, 19 October 2020 is set out on page 5 to 7 of this circular.
   A reply slip and a form of proxy to be used at the EGM are enclosed herein and are also published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk). If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Thursday, 15 October 2020.
   Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed 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 form of proxy will not preclude you from attending the EGM or any adjourned meeting and voting in person if you so wish.

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LETTER FROM THE BOARD

The H Share register of members of the Company will be temporarily closed from Thursday, 15 October 2020 to Monday, 19 October 2020 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. Any holders of H Shares, whose names appear on the Company's register of members at the close of business on Wednesday, 14 October 2020, are entitled to attend and vote at the EGM after completing the registration procedures for attending such meeting.

1. RECOMMENDATIONS
   The Directors consider that the aforesaid resolution is in the interests of the Company and the Shareholders as a whole and accordingly recommend you to vote in favour of the said resolution to be proposed at the EGM.

Yours faithfully,

The Board of Directors of

China Railway Construction Corporation Limited

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NOTICE OF EGM

NOTICE OF 2020 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 third extraordinary general meeting (the "EGM") of China Railway Construction Corporation Limited (the "Company") will be held at the CRCC Bureau Building, No. 40 Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC") at 9:00 a.m. on Monday, 19 October 2020 for the purpose of considering, and if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1. To consider and approve the appointment of Mr. WANG Jianping as an executive director of the Company.

The Board of Directors of

China Railway Construction Corporation Limited

Beijing, the PRC

22 September 2020

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NOTICE OF EGM

Notes:

1. Unless otherwise specified, details of the resolution are set out in the circular of the Company dated 22 September 2020 (the "Circular"). Terms defined in the Circular shall have the same meanings when used in this notice unless the context otherwise requires.
2. The H Share register of members of the Company will be temporarily closed from Thursday, 15 October 2020 to Monday, 19 October 2020 (both days inclusive), during which period no transfer of H Shares will be registered. Any H Shareholders, whose names appear on the Company's register of members at the close of business on Wednesday, 14 October 2020, are entitled to attend and vote at the EGM after completing the registration procedures for attending and voting at the EGM. For unregistered H Shareholders of the Company who intend to attend the EGM, all share certificates and the relevant transfer documents must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited not later than 4:30 p.m. on Wednesday, 14 October 2020.
   The address of Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company, is as follows:
   Shops 1712-1716 17/F, Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong
3. A Shareholders or H Shareholders of the Company, who intend to attend the EGM, must complete the reply slips for attending the EGM and return the same to the Office of the Board of the Company not later than 2 business days before the date of the EGM, i.e. on or before Thursday, 15 October 2020.
   Details of the Office of the Board of the Company are as follows:
   East, No. 40 Fuxing Road Haidian District Beijing
   The People's Republic of China Postal code: 100855
   Fax: [phone]
4. Each H Shareholder who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM. A proxy of a Shareholder who has appointed more than one proxy shall only vote on a poll.
5. The instrument appointing a proxy by the Shareholders must be signed by the person appointing the proxy or an attorney duly authorised by such person in writing. If the instrument is signed by an attorney of the person appointing the proxy, the power of attorney authorising to sign, or other documents of authorisation, shall be notarially certified.
6. To be valid, for H Shareholders, the proxy form, and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, the address of which is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof.

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NOTICE OF EGM

1. Each A Shareholder is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM. Notes (d) and (e) also apply to A Shareholders, only that the proxy form or other documents of authorisation must be delivered to the Office of the Board of the Company, the address of which is set out in Note (c) above, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof in order for such documents to be valid.
2. If a proxy is authorised to attend the EGM on behalf of a Shareholder, such authorised proxy shall produce his identification document and the instrument or document signed by the appointer or his legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints a corporate representative to attend the EGM, such representative shall produce his identification document and the notarised copy of the resolution passed by the board of directors or other authority or other notarised copy of the license issued by such legal person Shareholder.
3. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

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