1. law, govt and politics

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 NON-PUBLIC ISSUANCE OF A SHARES;
PROPOSED ADOPTION OF SHAREHOLDERS’ RETURN PLAN FOR
THE COMING THREE YEARS;
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF
PROCEDURE FOR GENERAL MEETINGS;
PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON FUND RAISING;
PROPOSED OVERSEAS LISTING OF KCRC;
NOTICE OF EGM; AND
NOTICE OF H SHAREHOLDERS’ CLASS MEETING
A notice convening the 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 Thursday, 5 February 2015 is set out at the end of this circular.
A notice convening the H Shareholders’ Class Meeting to be held at the CRCC Bureau Building, No. 40 Fuxing Road,
Haidian District, Beijing, the People’s Republic of China in the morning on Thursday, 5 February 2015 immediately following
the conclusion of the EGM and the A Shareholders’ Class Meeting or any adjournment thereof, is set out at the end of this
circular.
Reply slips and forms of proxy to be used at the EGM and the H Shareholders’ Class Meeting respectively were enclosed in the
notices of the EGM and the H Shareholders’ Class Meeting dated 17 December 2014 and have been despatched to Shareholders.
The relevant notices, reply slips and forms of proxy 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/H Shareholders’ Class Meeting, you should have
completed and returned the reply slip(s) in accordance with the instructions printed thereon on or before Thursday, 15 January
2015. Shareholders who intend to appoint a proxy to attend the EGM/H Shareholders’ Class Meeting shall complete and
return the form(s) of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for
holding the meetings 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/H Shareholders’ Class Meeting or any adjourned meeting and voting in person if you so
wish.
20 January 2015
Contents
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.
Resolution in Relation to the Satisfaction of the Conditions for
the Non-Public Issuance of A Shares of the Company. . . . . . . . . . . . . . . . . . . . . . 3
2.
Resolution in Relation to the Non-Public Issuance of A Shares of the Company. . . . 4
3.
Resolution in Relation to the Plan on the Non-Public Issuance of
A Shares of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.
10
Resolution in Relation to the Feasibility Analysis Report on the Use of Proceeds
to be Raised from the Non-Public Issuance of Shares
of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.
Resolution in Relation to the Report on the Use of Proceeds
from Previous Fund Raising Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.
11
18
Resolution in Relation to the Authorization to the Board and
its Authorized Persons to Deal with Matters Relating to this Issuance at
Their Absolute Discretion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.
18
Resolution in Relation to the Shareholders’ Return Plan for
the Coming Three Years (2015–2017) of
China Railway Construction Corporation Limited. . . . . . . . . . . . . . . . . . . . . . . . . . 8.
Resolution in Relation to the Amendments to the Articles of Association of
China Railway Construction Corporation Limited. . . . . . . . . . . . . . . . . . . . . . . . . . 9.
21
Resolution in Relation to the Amendments to the Rules of Procedure for
General Meetings of China Railway Construction Corporation Limited. . . . . . . . . 11.
21
Resolution in Relation to the Amendments to the Administrative Measures on
Fund Raising of China Railway Construction Corporation Limited. . . . . . . . . . . . . 10.
20
22
Resolution in Relation to the Plan of the Overseas Listing of
Kunming China Railway Large Maintenance Machinery Co., Ltd.*. . . . . . . . . . . . —i—
23
Contents
12.
Resolution in Relation to the Compliance of the Overseas Listing of
Kunming China Railway Large Maintenance Machinery Co., Ltd.*, a Subsidiary of
the Company, with the Circular on Issues in Relation to Regulating Overseas Listing
of Subsidiaries of Domestic Listed Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.
Resolution in Relation to the Undertaking of Maintaining Independent Listing Status
of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.
28
Resolution in Relation to the Explanations on the Sustainable Profitability and
Prospects of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.
24
28
Resolution in Relation to the Authorization to the Board and its Authorized Persons
to Deal With the Spin-off and Listing Matters of Kunming China Railway Large
Maintenance Machinery Co., Ltd.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
16.
EGM and H Shareholders’ Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
17.
Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Appendix I
Shareholders’ Return Plan for the Coming Three Years (2015–2017) of
China Railway Construction Corporation Limited . . . . . . . . . . . . . . . . . . . . Appendix II
32
Amendments to the Articles of Association of
China Railway Construction Corporation Limited . . . . . . . . . . . . . . . . . . . . 37
Appendix III Details of Amendments to the Administrative Measures on Fund Raising of
China Railway Construction Corporation Limited . . . . . . . . . . . . . . . . . . . . 43
Appendix IV Details of Amendments to the Rules of Procedure for General Meetings of
China Railway Construction Corporation Limited . . . . . . . . . . . . . . . . . . . . 62
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Notice of H Shareholders’ Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
— ii —
Definitions
In this circular, unless the context requires otherwise, the following expressions have the following
meanings:
“Articles of Association”
means the Articles of Association of China Railway
Construction Corporation Limited
“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 holders of A Shares
“A Shareholders’ Class Meeting”
means the 2015 first A Shareholders’ class meeting of the
Company to be held at the CRCC Building, No. 40 Fuxing
Road, Haidian District, Beijing, the PRC in the morning
on Thursday, 5 February 2015 immediately following the
conclusion of the EGM or any adjournment thereof
“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 Shares and A Shares are listed on the Hong Kong
Stock Exchange and the Shanghai Stock Exchange respectively
“Company Law”
means the Company Law of the PRC
“CRCCG”
means China Railway Construction Corporation ( 中國鐵道建築
總公司 ), which is the controlling Shareholder of the Company
“CSRC”
means China Securities Regulatory Commission
“Directors”
means the directors of the Company (including independent
non-executive directors)
“EGM”
means the 2015 first extraordinary general meeting of the
Company to be held at the CRCC Building, No. 40 Fuxing
Road, Haidian District, Beijing, the PRC at 9:00 a.m. on
Thursday, 5 February 2015
— iii —
Definitions
“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
Hong Kong Stock Exchange, as amended from time to time
“Hong Kong Stock Exchange”
means The Stock Exchange of Hong Kong Limited
“H Share(s)”
means the overseas-listed foreign invested shares 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 holders of H Shares
“H Shareholders’ Class Meeting”
means the 2015 first H Shareholders’ class meeting of the
Company to be held at the CRCC Building, No. 40 Fuxing
Road, Haidian District, Beijing, the PRC in the morning
on Thursday, 5 February 2015 immediately following the
conclusion of the EGM and the A Shareholders’ Class Meeting
or any adjournment thereof
“KCRC”
means Kunming China Railway Large Maintenance Machinery
Co., Ltd.* ( 昆明中鐵大型養路機械集團有限公司 ), a whollyowned subsidiary of the Company
“Latest Practicable Date”
means 15 January 2015, being the latest practicable date prior to
the printing of this circular for ascertaining certain information
contained herein
“Non-Public Issuance”
means the proposed non-public issuance of not more than 1,380
million A Shares of the Company to not more than 10 target
investors
“Overseas Listing of KCRC”
means the proposed initial public offering of H shares of
KCRC to be listed on the main board of the Hong Kong Stock
Exchange after it is reorganized and reformed to be a joint stock
company
— iv —
Definitions
“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
“Rules of Procedure for
means the Rules of Procedure for General Meetings of China
General Meetings”
Railway Construction Corporation Limited
“SASAC”
means the State-owned Assets Supervision and Administration
Commission of the State Council（國務院國有資產監督管理委
員會）
“Share(s)”
means the share(s) in the ordinary share capital of the Company
with a nominal value of RMB1.00 each, including A Share(s)
and H Share(s)
“Shareholder(s)”
means shareholder(s) of the Company, including A Shareholders
and H Shareholders; and
“%”
means per cent
* for identification purpose only
—v—
LETTER FROM THE BOARD
Directors:
Mr. MENG Fengchao (Chairman and Executive Director)
Mr. PENG Shugui (Vice Chairman and Executive Director)
Mr. ZHANG Zongyan (President and Executive Director)
Mr. ZHUANG Shangbiao (Executive Director)
Mr. GE Fuxing (Non-executive Director)
Mr. WANG Huacheng (Independent Non-executive Director)
Mr. Patrick SUN (Independent Non-executive Director)
Mr. CHENG Wen (Independent Non-executive Director)
Ms. Amanda Xiao Qiang LU (Independent Non-executive Director)
Registered office:
East, No. 40 Fuxing Road
Haidian District
Beijing, PRC
Principal place of business
in Hong Kong:
23/F, Railway Plaza
39 Chatham Road South
Tsim Sha Tsui, Kowloon
Hong Kong
20 January 2015
To H Shareholders
Dear Sir or Madam,
PROPOSED NON-PUBLIC ISSUANCE OF A SHARES;
PROPOSED ADOPTION OF SHAREHOLDERS’ RETURN PLAN FOR
THE COMING THREE YEARS;
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF
PROCEDURE FOR GENERAL MEETINGS;
PROPOSED AMENDMENTS TO THE ADMINISTRATIVE MEASURES ON FUND RAISING;
PROPOSED OVERSEAS LISTING OF KCRC;
NOTICE OF EGM; AND
NOTICE OF H SHAREHOLDERS’ CLASS MEETING
INTRODUCTION
The Company has published an announcement dated 11 October 2014 in relation to, among others, the
Board’s resolutions on the initial public offering and listing of H shares of KCRC on the Main Board
—1—
LETTER FROM THE BOARD
on the Hong Kong Stock Exchange upon the overall restructuring of KCRC into a joint-stock company
with limited liability. The Company has published two announcements dated 17 December 2014 in
relation to, among others, the Board’s resolutions on the proposed non-public issuance of no more than
1,380,000,000 A Shares to not more than ten specified investors and the proposed amendments to the
Articles of Association and Rules of Procedures for General Meetings, respectively.
The purpose of this circular is to provide you with further information on the Non-Public Issuance, the
Overseas Listing of KCRC and the amendments to the Articles of Association, etc. so that you may
make an informed decision on voting in respect of the following resolutions at the EGM and the H
Shareholders’ Class Meeting:
(1)
Resolution in Relation to the Satisfaction of the Conditions for the Non-Public Issuance of A
Shares of the Company;
(2)
Resolution in Relation to the Non-Public Issuance of A Shares of the Company;
(3)
Resolution in Relation to the Plan on the Non-Public Issuance of A Shares of the Company;
(4)
Resolution in Relation to the Feasibility Analysis Report on the Use of Proceeds to be Raised
from the Non-Public Issuance of Shares of the Company;
(5)
Resolution in Relation to the Report on the Use of Proceeds from Previous Fund Raising
Activities;
(6)
Resolution in Relation to the Authorization to the Board and its Authorized Persons to Deal
with Matters Relating to this Issuance at Their Absolute Discretion;
(7)
Resolution in Relation to the Shareholders’ Return Plan for the Coming Three Years (2015–2017)
of China Railway Construction Corporation Limited;
(8)
Resolution in Relation to the Amendments to the Articles of Association of China Railway
Construction Corporation Limited;
(9)
Resolution in Relation to the Amendments to the Administrative Measures on Fund Raising of
China Railway Construction Corporation Limited;
(10) Resolution in Relation to the Amendments to the Rules of Procedure for General Meetings of
China Railway Construction Corporation Limited;
(11) Resolution in Relation to the Plan of the Overseas Listing of Kunming China Railway Large
Maintenance Machinery Co., Ltd.*;
—2—
LETTER FROM THE BOARD
(12) Resolution in Relation to the Compliance of the Overseas Listing of Kunming China Railway
Large Maintenance Machinery Co., Ltd.*, a Subsidiary of the Company, with the Circular
on Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed
Companies;
(13) Resolution in Relation to the Undertaking of Maintaining Independent Listing Status of the
Company;
(14) Resolution in Relation to the Explanations of the Sustainable Profitability and Prospects of the
Company; and
(15) Resolution in Relation to the Authorization to the Board and its Authorized Persons to Deal
with the Spin-off and Listing Matters of Kunming China Railway Large Maintenance Machinery
Co., Ltd.*
The above resolutions 2, 3, 6, 7, 8 and 10 will be considered as special resolutions, and each of the
remaining resolutions will be considered as an ordinary resolution.
In addition, the above resolution Nos. 2 and 3 are subject to the approval of A Shareholders and
H Shareholders by way of special resolution at the A Shareholders’ Class Meeting and the H
Shareholders’ Class Meeting.
To the knowledge, information and belief of the Directors, no Shareholder is required to abstain from
voting on the abovementioned resolutions at the EGM, the A Shareholders’ Class Meeting or the H
Shareholders’ Class Meeting, as applicable.
PART I: RESOLUTIONS IN RELATION TO THE NON-PUBLIC ISSUANCE
1.
Resolution in Relation to the Satisfaction of the Conditions for the Non-Public Issuance of
A Shares of the Company
Pursuant to requirements of relevant laws and regulations such as the Company Law of the
People’s Republic of China, the Securities Law of the People’s Republic of China, Measures for
Administration of the Issue of Securities by Listed Companies (《上市公司證券發行管理辦法》)
and the Implementation Rules for the Non-public Issue of Shares by Listed Companies (《上市
公司非公開發行股票實施細則》), after item-by-item examination and careful demonstration of
the actual condition of the Company and the relevant matters, it is concluded that the Company
has a sound organizational structure and compliant operation with sustainable profitability
and sound financial condition with its financial and accounting documents free from false
statements, and is free of any material non-compliance, with the investment projects proposed to
—3—
LETTER FROM THE BOARD
be financed by the proceeds to be raised being in compliance with relevant requirements of the
State, and therefore the Company satisfies all the requirements of relevant laws, regulations and
other regulatory documents on the non-public issuance of A Shares to specified investors and all
qualifications and conditions for the non-public issuance of A Shares to specified investors.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
2.
Resolution in Relation to the Non-Public Issuance of A Shares of the Company
2.1
The detailed plan of the non-public issuance of A Shares of the Company is set out as
follows:
(1)
Class and nominal value of A Shares to be issued
The shares to be offered under the Non-Public Issuance are RMB denominated
ordinary shares of the Company with a nominal value of RMB1.00 per share,
which will be listed domestically (A Shares).
(2)
Target subscribers
The Non-Public Issuance is proposed to target not more than ten specified
investors, which shall be securities investment fund management companies,
securities firms, trust investment companies, finance companies, insurance
institutional investors, qualified foreign institutional investors in compliance with
the stipulations of CSRC and other corporate bodies, natural persons and legitimate
investors in compliance with relevant regulations. The target subscribers do not
include the controlling shareholder, de facto controller of the Company and the
related parties under their control.
After the Company has obtained the approval in respect of the Non-Public
Issuance, the final subscribers will be determined by the Board and its authorized
persons and the sponsor (the lead underwriter) based on the relevant requirements
of the CSRC and the price quoted by them, with priority to be given based on the
price quoted.
The subscription of Shares under this Non-Public Issuance by the target subscribers
shall not result in the change of the controlling Shareholder of the Company.
—4—
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has not entered into any agreements
with any potential investors pursuant to the Non-Public Issuance. To the best
knowledge, information and belief of the Directors, the Company (i) is not aware
that any potential investors and their respective ultimate beneficial owners are
connected persons of the Company; and (ii) is not certain whether they will become
substantial Shareholders of the Company after their respective subscription for the
Shares pursuant to the Non-Public Issuance. The Company will make appropriate
disclosure in accordance with the relevant requirements of the Hong Kong Listing
Rules should there be any changes or if otherwise necessary. The Company will use
its best efforts to ensure that the specified investors and their ultimate beneficial
owners are third parties independent of the Company and its connected persons and
will seek independent Shareholders’ approval should any of the specified investors
be a connected person of the Company.
(3)
Size of the issuance and method of subscription
The number of A Shares to be issued under the Non-Public Issuance will not
exceed 1,380 million Shares. The final number of Shares to be issued under the
Non-Public Issuance will be determined by the Board and its authorized persons
according to the market conditions at the time of the issuance after consultation
with the sponsor (lead underwriter) of this issuance.
The maximum number of shares to be issued will be adjusted if any ex-rights or
ex-dividends events occur during the period from the price determination date to
the date of the issuance.
All Shares to be issued under the Non-Public Issuance shall be subscribed in cash.
(4)
Method of issuance
All new A Shares under this issuance will be offered to target investors by way of
non-public issuance at an appropriate time to be determined, which shall be within
six months upon obtaining the approval from the CSRC.
—5—
LETTER FROM THE BOARD
(5)
Price determination date, issue price and method of pricing
The price determination date of the Non-Public Issuance shall be the date of the
announcement on the resolutions passed at the 4th meeting of the third session of
the Board (i.e. 17 December 2014) of the Company. According to the requirements
of relevant laws and regulations and regulatory documents such as the Measures
for Administration of the Issue of Securities by Listed Companies (《上市公司
證券發行管理辦法》) and the Implementation Rules for the Non-public Issue of
Shares by Listed Companies (《上市公司非公開發行股票實施細則》), the issue
price of the Non-Public Issuance shall be not less than RMB7.20 per Share, i.e. not
less than 90% of the average trading price of the A Shares in the 20 trading days
preceding the price determination date (the average trading price of the A Shares
in the 20 trading days preceding the price determination date = the total value of A
Shares traded in the 20 trading days preceding the price determination date/the total
volume of A Shares traded in the 20 trading days preceding the price determination
date).
The issue price will be adjusted correspondingly in case of any ex-rights or exdividends events during the period from the price determination date to the date of
issuance.
Based on the abovementioned minimum issue price, the issue price of the NonPublic Issuance will be determined by a book-building process. The Board and
its authorized person shall, after the approval of CSRC is obtained, determine the
final issue price in accordance with the authorization of general meeting of the
Company, the requirements of relevant laws and regulations and other regulatory
documents and the price quoted by target subscribers based on the price priority
principle after consultation with the sponsor (lead underwriter).
The net price to the Company of each new A Share to be issued will be determined
and disclosed upon completion of the Non-Public Issuance and the determination of
relevant expenses incurred or to be incurred in relation to the Non-Public Issuance
in accordance with the requirements of the Hong Kong Listing Rules.
(6)
Lock-up period arrangement
The new A Shares to be subscribed by the specified investors under the Non-Public
Issuance shall not be transferred within 12 months from the date of the completion
of the issuance.
—6—
LETTER FROM THE BOARD
(7)
Place of listing
Upon expiration of the lock-up period, the new A Shares to be issued under the
Non-Public Issuance will be listed and traded on the Shanghai Stock Exchange.
(8)
Use of proceeds
The total proceeds to be raised from the Non-Public Issuance will not exceed
RMB9,936 million after the deduction of relevant issuance expenses and are
proposed to be used in the following projects:
Proposed
Investment Amount
from the Raised
No.
Project Name
Proceeds
(RMB’00 million)
1
Chongqing Rail Transit Construction BT Project
(Phase II) ( 重慶市軌道交通環線二期工程 BT
項目 )
2
25.00
Xiaohuilou to Shijiazhuang section of Phase
I BT project of the Rail Transit Line 3 in
Shijiazhuang ( 石家莊市城市軌道交通3號線一
期小灰樓站至石家莊站工程 BT 項目 )
3
18.00
Chengdu Subway Line 10 Construction BT
Project (Phase I) ( 成都市地鐵10號線一期工程
BT 項目 )
4
16.00
Xiajing-Liaocheng section of BOT project of
Dezhou-Shangqiu Expressway ( 德州至商丘高
速公路夏津至聊城段 BOT 項目 )
5
Total
12.00
Repayment of bank loans and replenishing the
working capital
No more than 28.36
—
No more than 99.36
—7—
LETTER FROM THE BOARD
If the actual proceeds raised from the Non-Public Issuance are less than the
aggregate amount of the proceeds proposed to be invested in the aforementioned
projects, the Company will adjust and finalize the specific projects, the order
of priority and the specific investment amount of each project based on the net
proceeds actually raised and the priority of each project and other conditions,
and will make up for the shortfall by utilizing internal resources or through other
financing methods.
Before the actual receipt of the proceeds to be raised from the Non-Public Issuance,
the Company will, depending on the actual situations of the progress of the
projects, finance these projects by proceeds raised through other measures, which
will be replaced once the proceeds have been received according to procedures
required by relevant regulations.
(9)
Distribution of profits of the Company accumulated prior to the Non-Public
Issuance
The new and existing Shareholders will share the undistributed profits of the
Company accumulated prior to the Non-Public Issuance.
(10) Valid period of the resolution regarding the Non-Public Issuance
The resolution regarding the Non-Public Issuance shall be valid for 12 months
from the date of consideration and approval at the EGM, the A Shareholders’ Class
Meeting and the H Shareholders’ Class Meeting.
2.2
Approvals required for the Non-Public Issuance
The A Shares under the Non-Public Issuance will be issued pursuant to a specific mandate
to be sought from the Shareholders at the EGM, the A Shareholders’ Class Meeting and
the H Shareholders’ Class Meeting. According to relevant requirements of Chapter 19A
of the Hong Kong Listing Rules, the Company will proceed with the Non-Public Issuance
after obtaining approvals from Shareholders at the EGM by way of special resolutions and
from A Shareholders and H Shareholders at the A Shareholders’ Class Meeting and the H
Shareholders’ Class Meeting convened in compliance with the Articles of Association by
way of special resolutions.
The Non-Public Issuance is also subject to the approvals from SASAC and CSRC as
required under relevant laws, regulations and regulatory documents.
—8—
LETTER FROM THE BOARD
2.3
Effects of the Non-Public Issuance on the Shareholding Structure of the Company
Set out below is the information on the Company’s shareholding structure as at the Latest
Practicable Date and immediately after the completion of the Non-Public Issuance:
As at the Latest Practicable Date
Percentage of the total
issued
share capital of the
Shareholder
Number of Shares held
Company
A Shareholders
10,261,245,500
83.17%
H Shareholders
2,076,296,000
16.83%
12,337,541,500
100%
Total
Assuming (1) the A Shares to be issued under the Non-Public Issuance will be not more
than 1,380 million shares; and (2) the Company will not issue any additional Shares
from the Latest Practicable Date to the date of completion of the Non-Public Issuance,
immediately after the completion of the Non-Public Issuance:
Percentage of the total
issued
Number of Shares to
share capital of the
be held
Company
A Shareholders
11,641,245,500
84.86%
H Shareholders
2,076,296,000
15.14%
13,717,541,500
100%
Shareholder
Total
—9—
LETTER FROM THE BOARD
2.4
Benefits of and Reasons for the Non-Public Issuance
The funds raised from the Non-Public Issuance are able to replenish the capital strength,
improve capital structure and financial condition of the Company, which will thus
make the Company better positioned to grasp the historic opportunities arising from the
economic growth and industrial structure remodelling to further expand and strengthen
its principal businesses, propel management upgrade, operational innovation and
technological progress, improve quality and efficiency of development and increase the
overall core competitiveness of the Company.
2.5
Recent fundraising activities
The Company did not conduct any fundraising activities involving the issuance of equity
securities in the 12 months preceding the Latest Practicable Date.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM and the H Shareholders’
Class Meeting.
3.
Resolution in Relation to the Plan on the Non-Public Issuance of A Shares of the Company
In accordance with the Company Law of the People’s Republic of China, the Measures for
Administration of the Issue of Securities by Listed Companies and other requirements under
relevant laws, regulations and regulatory documents, the Company prepared the Plan on the
Non-Public Issuance of A Shares of China Railway Construction Corporation Limited（《中國鐵
建股份有限公司非公開發行 A 股股票預案》）.
The main contents of this resolution have been set out in other sections of the circular. For the
full text of the Plan on the Non-Public Issuance of A Shares of China Railway Construction
Corporation Limited, please refer to the relevant announcement dated 17 December 2014
published on the website of the Hong Kong Stock Exchange by the Company.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM and the H Shareholders’
Class Meeting.
— 10 —
LETTER FROM THE BOARD
4.
Resolution in Relation to the Feasibility Analysis Report on the Use of Proceeds to be
Raised from the Non-Public Issuance of Shares of the Company
4.1
Proposed uses of the proceeds from the Non-public Issuance
The total proceeds to be raised from the Non-Public Issuance will not exceed RMB9,936
million, after the deduction of relevant issuance expenses, and are proposed to be used in
the following projects:
Proposed
Investment Amount
from the
No.
Project Name
Raised Proceeds
(RMB’00 million)
1
Chongqing Rail Transit Construction BT Project (Phase
II) ( 重慶市軌道交通環線二期工程 BT 項目 )
2
25.00
Xiaohuilou to Shijiazhuang section of Phase I BT project
of the Rail Transit Line 3 in Shijiazhuang ( 石家莊市城市
軌道交通3號線一期小灰樓站至石家莊站工程 BT 項目 )
3
Chengdu Subway Line 10 Construction BT Project (Phase
I) ( 成都市地鐵10號線一期工程 BT 項目 )
4
18.00
16.00
Xiajing-Liaocheng section of BOT project of DezhouShangqiu Expressway ( 德州至商丘高速公路夏津至聊城
段 BOT 項目 )
5
12.00
Repayment of bank loans and replenishing the working
capital
No more than 28.36
Total —
No more than 99.36
— 11 —
LETTER FROM THE BOARD
If the actual proceeds raised from the Non-Public Issuance are less than the aggregate
amount of the proceeds proposed to be invested in the aforementioned projects, the
Company will adjust and finalize the specific projects, the order of priority and the
specific investment amount of each project based on the net proceeds actually raised and
the priority of each project and other conditions, and will make up for the shortfall by
utilizing internal resources or through other financing methods.
Before the actual receipt of the proceeds to be raised from the Non-Public Issuance, the
Company will, depending on the actual situations of the progress of the projects, finance
these projects by proceeds raised through other measures, which will be replaced once the
proceeds have been received according to procedures required by relevant regulations.
4.2
Basic information and feasibility study on the projects to be financed by the proceeds
from the Non-Public Issuance
(1)
Chongqing Rail Transit Construction BT Project (Phase II)（重慶市軌道交通環線
二期工程 BT 項目）
Chongqing Rail Transit Construction BT Project (Phase II), being an important part
of the Chongqing rail transit loop line construction work, starts from the Shanghao
Station, going through Haitangxi, Luojiaba, Sigongli, Dashilu, then via the specialpurpose rail transit bridge across the Yangtze River to the south of Egongyan
Bridge, Xiejiawan, Olympic Sports Center, Chenjiaping, Erlang and Hualong
Avenue, ends at its terminal Chongqing West station. The line covers a length
of approximately 18 kilometers in total, including approximately 13 kilometers
underground. This project has commenced construction in February 2014 and is
expected to be completed in December 2017.
This project, representing the backbone of Chongqing’s road network, has a high
traffic capacity and significant connection role, and will play an essential role in
improving the urban functions at the downtown area of Chongqing, optimizing
the urban space structure, relieving ground traffic pressure and strengthening the
passenger transfer ability of the large-scale comprehensive traffic center.
The project has a contractual amount of RMB9,283 million and the completed
investment amount accumulated to RMB645 million up to now. The project
intends to use RMB2,500 million of the proceeds from the Non-Public Issuance.
Any shortfall will be financed by the Company through its internal resources. The
estimated financial internal rate of return is 12.31% for this project.
— 12 —
LETTER FROM THE BOARD
(2)
Xiaohuilou to Shijiazhuang section of Phase I BT project of the Rail Transit Line 3
in Shijiazhuang ( 石家莊市城市軌道交通3號線一期小灰樓站至石家莊站 BT 項目 )
The Shijiazhuang Rail Transit Line 3 represents the east-west backbone line of
the urban rail transit traffic in Shijiazhuang city. As a part of the phase I project
of Line 3, the Xiaohuilou Station (previously the No. 2 High School Station) to
Shijiazhuang Station (previously the New Shijiazhuang Station) section starts from
Xiaohuilou Station, goes along to the south the main stem of Zhonghua Avenue,
then turns to the east at the south from the Xisanjiao Station to pass underneath
the newly-completed Shijiazhuang station where a single line will be put in
place in that section, and returns through the main line. The line covers a length
of approximately 6.372 kilometers in total, all being underground. This project
has commenced construction by way of BT in April 2013 and is expected to be
completed by the end of September 2017.
The Zhonghua Avenue this project will pass is one of the roads in Shijiazhuang
which have the most serious traffic congestion. Therefore, Xiaohuilou Station
(previously the No. 2 High School Station) to Shijiazhuang Station (previously
the New Shijiazhuang Station) section project of the Phase I of Rail Transit Line
3, upon completion, will relieve the traffic pressure, improve traffic structure of
Shijiazhuang and facilitate the construction of integrated traffic hub of Shijiazhuang
city.
The project has a contractual amount of RMB3,450 million and the completed
investment amount accumulated to RMB820 million up to now. The project
intends to use RMB1,800 million of the proceeds from the Non-Public Issuance.
Any shortfall will be financed by the Company through its internal resources. The
estimated financial internal rate of return is 12.33% for this project.
(3)
Chengdu Subway Line 10 Construction BT Project (Phase I) ( 成都市地鐵10號線
一期工程 BT 項目 )
Chengdu Subway Line 10 Construction BT Project (Phase I) represents one of
the urban rapid lines of Chengdu city, which, as the dedicated airport line, mainly
serve the passenger traffic to the airport. The project starts from the Hongpailou
South Station of Chengdu, going through Julong Road Station, Shenjiaqiao Station,
Jinhang Road South Station, Air Harbor T1 Station, and ends at the Air Harbor T2
Station. The line covers a length of 10.9 kilometers in total, all being underground.
This project has commenced construction by way of BT in August 2014 and is
expected to be completed in June 2017.
— 13 —
LETTER FROM THE BOARD
This project will effectively enhance the passenger transfer efficiency of Chengdu
Shuangliu Airport and its service level and relieve road traffic congestion, thus
driving the development of the industrial parks adjacent to the airport harbor,
improving the rail transit network and contributing to the development of the southwest axis line.
The project has a contractual amount of RMB3,000 million and the completed
investment amount accumulated to RMB240 million up to now. The project
intends to use RMB1,600 million of the proceeds from the Non-Public Issuance.
Any shortfall will be financed by the Company through its internal resources. The
estimated financial internal rate of return is 14.32% for this project.
(4)
Xiajing-Liaocheng section of BOT project of Dezhou-Shangqiu Expressway ( 德州
至商丘高速公路夏津至聊城段 BOT 項目 )
Located in the west of Shanxi province, Dezhou-Shangqiu Expressway passes
through the western area of Shanxi province. Xiajing-Liaocheng section of DezhouShangqiu Expressway starts from the west hub interchange of Xiajin, going through
Xiajin, Linqing and Dongchangfu District and connecting to Jinan-Liaocheng
Expressway and Liaocheng West Loop Expressway through the west hub overpass
of Liaocheng, and ends at the Anzhuang Village of Liaocheng. This project covers
a length of approximately 63.5 kilometers in total. This project has commenced
construction by way of BOT in mid of 2013 and is expected to be completed in
mid of 2016.
The implementation of this project is in line with not only the economic
development strategy “Going beyond Heze, Driving the development of the west”
of the provincial Party committee and provincial government of Shandong, but also
the needs to further accelerate the development of expressway network in Shandong
and promote the modern transportation construction of the province.
The project has a total investment amount of RMB3,194 million and the completed
investment amount accumulated to RMB1,720 million up to now. The project
intends to use RMB1,200 million of the proceeds from the Non-Public Issuance.
Any shortfall will be financed by the Company through its internal resources. The
estimated financial internal rate of return is 8.28% for this project.
— 14 —
LETTER FROM THE BOARD
(5)
Repayment of bank loans and replenishing the working capital
Apart from uses for the aforesaid projects, all the remaining proceeds from the
Non-Public Issuance of A Shares (after deducting issuance expenses) will be used
to repay bank loans and replenish the working capital of the Company.
a.
Analysis on the necessity to repay bank loans and replenish the working
capital
The short-term loans of the Company was RMB38,697 million, RMB47,062
million and RMB58,102 million respectively as at the end of 2012, 2013 and
30 September 2014.
As at 30 September 2014, the asset-liability ratio of the Company was
83.99% (on consolidated basis), which is notably higher than the average
level of comparable companies, with a relatively large size of short-term
loans. Using part of the proceeds from the Non-Public Issuance to repay
bank loans and replenish the working capital of the Company will provide
capital support to the Company to accomplish its strategic development
objectives, help the Company to optimize financial structure, strengthen
solvency and operation capability, reduce financial risks, as well as help to
underpin the continued business growth and consolidate the market position
of the Company.
b.
Influence of repayment of bank loans and replenishing the working capital
on financial condition and operation and management of the Company
Influence of repayment of bank loans and replenishing the working capital
on financial condition: Upon using part of the proceeds from the NonPublic Issuance to repay bank loans and replenish the working capital of the
Company, the debt size of the Company will decline and the net assets value
will increase with the capital strength being enhanced, the asset-liability
ration falling and the working capital pressure being eased, which will help
improve the financial condition of the Company and strengthen its ability to
resist financial risks. The amount of proceeds which will be partly used for
the repayment of bank loans is to set off the equivalent amount of interestbearing debts, which will help reduce the financial costs of the Company and
further increase profitability.
— 15 —
LETTER FROM THE BOARD
Influence of repayment of bank loans and replenishing the working capital
on operation and management: Upon the completion of the Non-Public
Issuance, the Company will see a further enhancement in its capital strength.
Through using part of the proceeds from the Non-Public Issuance to repay
bank loans and replenish the working capital, the Company could enhance its
financing ability, which in turn will provide capital support necessary for the
Company to further enlarge and strengthen its core businesses, implement
the overall corporate development strategy of “being construction-driven,
diversifying into relevant businesses, integrating operations and carrying out
transformation and upgrades” and develop overseas business.
4.3
Influence of the projects to be financed by the raised proceeds on financial condition and
operation and management of the Company
(1)
Influence of the projects to be financed by the raised proceeds on operation and
management of the Company
The projects to be financed by the raised proceeds, which stay in line with relevant
industrial policy of the state as well as the overall future strategic development
direction of the Company, have optimistic market prospect and desirable economic
benefits. These projects, upon implementation, will further enhance the Company’s
ability in urban rail transit and highway construction. The completion of these
projects will further consolidate the Company’s market position, enhance its core
competitiveness, create new profit-drivers and enhance its profit level, which will
thus lay a solid foundation for the development of the Company over the coming
certain period in the future.
— 16 —
LETTER FROM THE BOARD
(2)
Influence of the projects to be financed by the raised proceeds on the financial
condition of the Company
Upon the completion of the Non-Public Issuance, both the total assets and net
assets of the Company will increase, while the asset-liability ration will decline,
which in turn will enhance its profitability and greatly elevate its investment and
financing ability, research and development strength and growth potential. Upon
the completion of the Non-Public Issuance, the return on equity of the Company
will be aversely affected to certain extent in the short term due to that the projects
to be financed by the raised proceeds require a certain period of construction
before generating profit. However, in the medium-long run, these projects, upon
commencing to generate profit in succession, will bring the Company with new
revenue and profit growth drivers, which will significantly increase the revenue
and profit level of the Company and enhance its profitability and profit-making
stability, and in turn help to further expand the projects of the Company and
achieve further growth of the Company.
In conclusion, the projects to be financed by the raised proceeds from the Non-Public
Issuance stay in line with relevant industrial policy of the state as well as the overall
future strategic development direction of the Company and have optimistic market
prospect and desirable economic benefits, which are essential to improve the Company’s
profitability and core competitiveness and reduce financial risks. The implementation
of these projects will lay a solid foundation for the steady development of the Company
over a relatively long period, which is in the interests of the Shareholders as a whole.
Therefore, the aforesaid uses of proceeds from the Non-Public Issuance are feasible.
For the full text of the Feasibility Analysis Report on the Use of Proceeds to be Raised from the
Non-Public Issuance of Shares, please refer to the relevant announcement dated 17 December
2014 published on the website of the Hong Kong Stock Exchange by the Company.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
— 17 —
LETTER FROM THE BOARD
5.
Resolution in Relation to the Report on the Use of Proceeds from Previous Fund Raising
Activities
As approved with the document (Zheng Jian Xu Ke [2008] No. 240) from CSRC, the Company
issued 2,450,000,000 RMB denominated ordinary shares (A shares) on 10 March 2008 under
its initial public offering, which were listed on the Shanghai Stock Exchange, at an issue price
of RMB9.08 per share, with the total proceeds of RMB22,246,000,000 or actual net proceeds
of RMB21,725,700,000 after deducting issuance expenses. The proceeds were received in full
on 26 February 2008, and a capital verification report (Zhong Rui Yue Hua Yan Zi [2008]
No. 2016) was issued after the fund raising was certified by RSM China Certified Public
Accountants.
As approved with the document (Zheng Jian Xu Ke Zi [2008] No. 149) from CSRC, the
Company carried out the initial public offering of H Shares on 13 March 2008. Such shares
were listed on the Hong Kong Stock Exchange. The H Shares listed on the Hong Kong
Stock Exchange which were issued by the Company amounted to 199,696,000 shares in
aggregate (including shares issued under the over-allotment option) at an issue price of
HK$10.70 per share, with the total proceeds of RMB18,154,400,000 or actual net proceeds of
RMB17,358,600,000 after deducting issuance expenses. A capital verification report (Zhong
Rui Yue Hua Yan Zi [2008] No. 2047) was issued after the fund raising was certified by RSM
China Certified Public Accountants.
So far, the said proceeds raised from the above fund raising activities have been utilized in full.
For the full text of the Report on the Use of Proceeds from Previous Fund Raising Activities of
China Railway Construction Corporation Limited (《中國鐵建股份有限公司前次募集資金使用
情況報告》), please refer to the relevant announcement dated 17 December 2014 published by
the Company on the website of the Hong Kong Stock Exchange.
This resolution has been considered and approved by the Board and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
6.
Resolution in Relation to the Authorization to the Board and its Authorized Persons to
Deal with Matters Relating to this Issuance at Their Absolute Discretion
Under the plan of the proposed non-public issuance of shares, the Board proposes that
authorization be granted to the Board at the general meeting of the Company to deal with
matters relating to this issuance at their absolute discretion, of which the matters include but not
limited to:
— 18 —
LETTER FROM THE BOARD
(1)
that the Board be authorized to formulate and implement the specific plan for this nonpublic issuance of shares according to the issuance plan passed at the general meeting and
the specific conditions at issuance, which include but not limited to determining with the
sponsor (lead underwriter) the final target subscribers, final issue price and final number
of shares to be issued based on the actual situation;
(2)
that the Board be authorized to supplement, revise and adjust the specific plan and
relevant application documents and supporting documents in accordance with relevant
regulations, policy changes and the requirements of competent authorities;
(3)
that the Board be authorized to deal with the reporting matters in respect of the NonPublic Issuance and compile, revise and submit the reporting documents in relation to the
Non-Public Issuance as required by the securities regulatory authorities;
(4)
that the Board be authorized to determine and engage intermediaries such as sponsor (lead
underwriter) and revise, supplement, sign, submit, report and implement all agreements
and documents in relation to the Non-Public Issuance, which include but not limited
to underwriting and sponsor agreements, share subscription agreements and material
contracts to be entered into in the course of utilisation of proceeds for investment in
projects;
(5)
that the Board be authorized to increase the registered capital of the Company, make
relevant amendments to the Articles of Association, undertake changes of relevant
industry and commerce registration and make relevant filings;
(6)
that the Board be authorized to deal with the registration, lock-up and listing with the
Shanghai Stock Exchange and China Securities Depository and Clearing Company
Limited, Shanghai Branch upon the completion of the Non-Public Issuance;
(7)
that the Board be authorized to make adjustment to the issuance plan and the use of
proceeds to be raised and continue to undertake this issuance in accordance with the relevant
rules of the State, relevant government departments and securities regulatory authorities
(including the review feedbacks on the application of this issuance) and based on the
market condition and actual operation of the Company, where there are new requirements
on the policies on non-public issuance as announced by laws and regulations and securities
regulatory authorities and changes on market condition, except for those subject to re-voting
at the general meeting as required by laws and regulations and the Articles of Association;
(8)
that the Board be authorized to make adjustment to the specific arrangement on the use of
proceeds to be raised from this issuance within the scope of the resolutions passed at the
general meeting;
— 19 —
LETTER FROM THE BOARD
(9)
that the Board be authorized to deal with other matters in relation to the Non-Public
Issuance;
(10) that the Board be authorized to re-designate the chairman, the president and the secretary
to the Board and their authorized persons to deal with the above matters upon the above
authorization has been granted to the Board at the general meeting; and
(11) that the above authorization shall be valid within 12 months from the date the resolutions
were passed at the relevant general meeting.
This resolution has been considered and approved by the Board and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM.
PART II: RESOLUTIONS IN RELATION TO THE formulation OF
AND/OR AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
OTHER DOCUMENTS
7.
Resolution in Relation to the Shareholders’ Return Plan for the Coming Three Years
(2015–2017) of China Railway Construction Corporation Limited
Pursuant to the relevant requirements under “Notice Regarding Further Implementation of the
Relevant Matters of Cash Dividend Distribution of Listed Companies” (《關於進一步落實上
市公司現金分紅有關事項的通知》) (Zheng Jian Fa [2012] No. 37) and the “Listed Companies
Regulatory Guidance No.3 — Cash Dividends Distribution of Listed Companies” (《上市公司
監管指引第3號—上市公司現金分紅》) (CSRC Notice [2013] No. 43) issued by CSRC and the
Articles of Association, the Company formulated the Shareholders’ Return Plan for the Coming
Three Years (2015–2017) of China Railway Construction Corporation Limited in respect of the
Non-public Issuance.
Please refer to Appendix I to this circular for the details of the Shareholders’ Return Plan for
the Coming Three Years (2015–2017) of China Railway Construction Corporation Limited.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM.
— 20 —
LETTER FROM THE BOARD
8.
Resolution in Relation to the Amendments to the Articles of Association of China Railway
Construction Corporation Limited
Pursuant to the Guidelines for the Articles of Association of Listed Companies (2014 second
revision) (《上 市 公 司 章 程 指 引（2014年 第 二 次 修 訂）》) (CSRC Notice [2014] No.47)
and the “Listed Companies Regulatory Guidance No.3 — Cash Dividends Distribution of
Listed Companies” (CSRC Notice [2013] No.43) issued by CSRC, the Company shall make
corresponding amendments to the Articles of Association.
Based on the principle of caution, appropriateness and necessity and on the premise that the
amendments to the Articles of Association are in compliance with requirements under relevant
laws and regulations as well as the listing rules where the Shares of the Company were listed,
and taking into account the actual situation of the Company, the Company amended Article 107,
Article 121, Article 125, Article 255 and Article 256 of the Articles of Association.
Meanwhile, authorization was proposed to be granted to the secretary to the Board and his
authorized person to deal with all necessary applications, submissions, registrations, filings and
other related matters for the amendments to the Articles of Association (including revisions to
wordings as requested by competent regulatory authorities).
Please refer to Appendix II to this circular for details of the proposed amendments to the
Articles of Association.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM.
9.
Resolution in Relation to the Amendments to the Administrative Measures on Fund
Raising of China Railway Construction Corporation Limited
Pursuant to relevant laws and regulations such as the “Listed Companies Regulatory Guidance
No. 2 — Regulations on the Management and Use of Proceeds from Fund Raising of Listed
Companies” (《上市公司監管指引第2號 — 上市公司募集資金管理和使用的監管要求》)
(CSRC Notice [2012] No. 44) and the “Shanghai Stock Exchange’s Administrative Measures
on Fund Raising of Listed Companies (2013 Revision)” (《上海證券交易所上市公司募集資
金管理辦法（2013年修訂）》) (Shang Zheng Gong Zi [2013] No.13), the Company shall make
corresponding amendments to the “Administrative Measures on Fund Raising of China Railway
Construction Corporation Limited” (hereinafter referred to as “Administrative Measures on
Fund Raising”).
— 21 —
LETTER FROM THE BOARD
In addition, authorization was proposed to be granted to the secretary of the Board of the
Company and its authorized person to deal with all necessary applications, submissions,
registrations, filings and other related matters for the amendments to the Administrative
Measures on Fund Raising of China Railway Construction Corporation Limited (including
revisions to wordings as required by competent regulatory authorities).
Please refer to Appendix III to this circular for details of the amendments to the Administrative
Measures on Fund Raising of China Railway Construction Corporation Limited.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
10.
Resolution in Relation to the Amendments to the Rules of Procedure for General Meetings
of China Railway Construction Corporation Limited
Pursuant to the “Rules of Procedure for General Meetings of Listed Companies (2014 second
revision)” (《上市公司股東大會規則（2014年第二次修訂）》) (CSRC Notice [2014] No.46)
recently issued by CSRC, and taking into account the actual situations of the Company,
amendments are required to be made to the Rules of Procedure for General Meetings of the
Company.
In addition, authorization was proposed to be granted to the secretary of the Board and its
authorized person to deal with all necessary applications, submissions, registrations, filings
and other related matters for the amendments to the Rules of Procedure for General Meetings
(including revisions to wordings as required by competent regulatory authorities).
Please refer to Appendix IV to this circular for details of the proposed amendments to the Rules
of Procedure for General Meetings.
This resolution has been considered and approved by the Board, for which the independent
directors of the Company have given their independent consent, and will be submitted, by way
of special resolution, to the Shareholders for approval at the EGM.
— 22 —
LETTER FROM THE BOARD
PART III: RESOLUTIONS IN RELATION TO THE OVERSEAS LISTING OF KCRC
11.
Resolution in Relation to the Plan of the Overseas Listing of Kunming China Railway
Large Maintenance Machinery Co., Ltd.*
KCRC intends to carry out the initial public offering and listing of its H shares on the Hong
Kong Stock Exchange, after its overall restructuring into a joint stock company with limited
liability, the plan of which is as follows:
(1)
Type of securities to be issued: Overseas listed foreign invested shares (H shares) to be
listed on the Main Board of the Hong Kong Stock Exchange.
(2)
Method of issuance: Hong Kong public offering and international placing.
(3)
Par value per share: RMB1.00.
(4)
Size of issuance: The number of H shares to be issued will be no less than 25% of the
total share capital after issuance and no more than 35% of the total share capital after
issuance (before exercise of the over-allotment option); meanwhile, depending on the
market conditions, the underwriter(s) may be granted the over-allotment option of no
more than 15% of the number of H shares to be issued.
(5)
Over-allotment option: No more than 15% of the number of H shares to be issued.
(6)
Target subscribers: Foreign institutional investors, qualified domestic investors,
enterprises and natural persons and other qualified investors.
(7)
Offer Price: The final offer price will be negotiated and determined together by the board
of directors of KCRC or a subcommittee thereof as authorized by its general meeting and
the lead underwriter(s) after full consideration of the interests of the existing shareholders
of KCRC and domestic and foreign investors in accordance with international capital
market conditions for the issuance, Hong Kong stock market conditions for the issuance,
the normal valuation level of the industry that KCRC engages in, conditions of market
subscriptions and the results of overseas road show and bookkeeping.
(8)
Issuing date: The issuance and listing of H shares will be completed at an appropriate
window within the effective period of the resolutions of the general meeting of KCRC
in due course. The specific issuing date will be determined by the board of directors of
KCRC or the subcommittee thereof as authorized by its general meeting in accordance
with the international capital market conditions and approval progress of domestic and
overseas regulatory authorities.
— 23 —
LETTER FROM THE BOARD
(9)
Reduction of State-owned shares: Pursuant to the Interim Management Measures on the
Reduction of State-owned Shares and Raising Social Security Funds (《減持國有股籌集
社會保障資金管理暫行辦法》) issued by the State Council on 12 June 2001, upon the
public offering of the H shares by the restructured KCRC, State-owned shareholders of
KCRC shall allocate shares equivalent to 10% of the new shares to be issued overseas
(if the over-allotment option is exercised, then 10% of the shares of the over-allotment
option shall be included as well) to the National Council for Social Security Fund, or pay
cash equivalent and issue corresponding undertaking letters of decrease in shareholding.
The cost incurred for the reduction of shares held in the Company will be fully borne
by CRCCG, the State-owned controlling shareholder of the Company. The above
arrangement is subject to the approvals from relevant competent authorities.
This resolution has been considered and approved by the Board and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
12.
Resolution in Relation to the Compliance of the Overseas Listing of Kunming China
Railway Large Maintenance Machinery Co., Ltd.*, a Subsidiary of the Company, with the
Circular on Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic
Listed Companies
In accordance with the Circular on Issues in Relation to Regulating Overseas Listing of
Subsidiaries of Domestic Listed Companies (Zheng Jian Fa [2004] No. 67) (《關於規範境內上
市公司所屬企業到境外上市有關問題的通知》（證監發 [2004]67號）) (the “Circular”) issued
by CSRC, the Company, as the controlling shareholder of KCRC, complies with the following
conditions under Article 2 in the Circular:
(1)
The listed company has been profitable in the latest three years consecutively
Pursuant to the audit reports (An Yong Hua Ming (2014) Shen Zi No. 60618770_A01,
An Yong Hua Ming (2013) Shen Zi No. 60618770_A01 and An Yong Hua Ming (2012)
Shen Zi No. 60618770_A01) issued by Ernst & Young Hua Ming LLP, the net profit
attributable to owners of the parent company as realized by the Company for 2011, 2012
and 2013 amounted to approximately RMB7,854.29 million, RMB8,629.13 million and
RMB10,344.66 million, respectively, which complies with the provision of “profitable in
the latest three years consecutively”.
— 24 —
LETTER FROM THE BOARD
(2)
The businesses and assets in which the listed company has invested with the proceeds
from its share issues and fundraisings within the latest three fiscal years shall not
be used as its capital contribution to the subsidiaries for the purpose of applying for
overseas listing
As the Company has not issued shares for fundraising since January 2011, there is no
such circumstance the businesses and assets in which the listed company has invested
with proceeds from share issues or fundraisings within the latest three fiscal years as
capital contribution to KCRC.
(3)
The net profit of the subsidiary that the listed company is entitled to according to
the equity in the consolidated statements for the latest fiscal year shall not exceed
50% of the net profit in the consolidated statements of the listed company
Pursuant to the audit report (An Yong Hua Ming (2014) Shen Zi No. 60618770_A01)
issued by Ernst & Young Hua Ming LLP, the net profit attributable to owners of the
parent company in the consolidated statements of the Company for 2013 amounted to
approximately RMB10,344.66 million.
In accordance with the audit report (CHW Jing Shen Zi [2014] No. 0115) issued by CHW
CPA Limited Liability Partnership (Special General Partnership) ( 中審華寅五洲會計師
事務所（特殊普通合夥）) for KCRC, the net profit attributable to the parent company of
KCRC for 2013 amounted to RMB282.61 million.
The net profit of KCRC that the Company is entitled to according to the equity does not
exceed 50% of the net profit in the consolidated statements of the Company.
(4)
The net assets of the subsidiary that the listed company is entitled to according to
the equity in the consolidated statements for the latest fiscal year shall not exceed
30% of the net assets in the consolidated statements of the listed company
Pursuant to the audit report (An Yong Hua Ming (2014) Shen Zi No. 60618770_A01)
issued by Ernst & Young Hua Ming LLP, the equity attributable to shareholders of the
parent company for 2013 of the Company amounted to RMB80,986.89 million.
In accordance with the audit report (CHW Jing Shen Zi [2014] No. 0115) issued by CHW
CPA Limited Liability Partnership (Special General Partnership) ( 中審華寅五洲會計師
事務所 ( 特殊普通合夥 )) for KCRC, the equity attributable to the shareholders of the
parent company of KCRC for 2013 amounted to RMB2,437.93 million.
— 25 —
LETTER FROM THE BOARD
The net assets of KCRC that the Company is entitled to according to the equity does not
exceed 30% of the net assets in the consolidated statements of the Company.
(5)
There is no competition within the same industry between the listed company and
the subsidiary, and they are independent from each other in assets and finance, and
have no overlapping management
a.
There is no competition within the same industry between the listed company and
the subsidiary.
KCRC is principally engaged in the manufacture and repair of over 30 types of
large railway maintenance machinery used for ballast cleaning, tamping and ballast
distributing, stabilizing, materials, rail welding, etc.
The principal businesses of the Company are different from those of KCRC. The
Company (excluding KCRC) is principally engaged in construction, survey, design
and consultancy, industrial manufacturing and real estate development, etc., of
which the large machinery manufacture business apart from that of KCRC mainly
focuses on underground engineering equipment and high speed rail spur, while
the business of KCRC falls into a different sub-industry under the construction
machinery industry.
The businesses and products of the Company and KCRC are completely different
from each other and cannot be replaced by each other. Meanwhile, there is clear
delineation in respect of customers and major raw material suppliers, etc.
There is no competition within the same industry between the Company and
KCRC.
b.
The listed company and the subsidiary are independent from each other in assets
and finance.
The Company and KCRC have their own independent and complete operational
assets with clear ownership. KCRC conducts registration, prepares accounts
and carries out accounting and management independently for all its assets. The
Company has never occupied or disposed of assets of KCRC, or intervened with
the operation and management of assets by KCRC.
The Company and KCRC have set up independent financial departments and
established the financial accounting system and financial management system for
the parent company and its subsidiaries.
— 26 —
LETTER FROM THE BOARD
The Company and KCRC, a subsidiary of the Company, are independent from each
other in assets and finance.
c.
The management of the listed company and the subsidiary do not hold any
overlapping positions in each other.
The senior management of the Company and KCRC do not hold any overlapping
positions in each other.
(6)
The shares of the subsidiary held by the directors, senior management and related
personnel of the listed company and its subsidiaries shall not exceed 10% of the total
share capital of the subsidiary prior to the overseas listing
The directors, senior management and related personnel of the Company and its
subsidiaries do not hold shares of KCRC.
(7)
The funds or assets of the listed company are not in the possession of the individual,
legal person or other organization and their related parties which has the actual
controlling power over the listed company, and there are no major connected
transactions that would prejudice the interests of the company
The Company complies with the above condition.
(8)
The listed company has no acts of major violations of laws or regulations in the
latest three years
The Company complies with the above condition.
In conclusion, the overseas listing of KCRC, a subsidiary of the Company, complies with the
relevant provisions under the Circular.
This resolution has been considered and approved by the Board and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
— 27 —
LETTER FROM THE BOARD
13.
Resolution in Relation to the Undertaking of Maintaining Independent Listing Status of
the Company
The Company and KCRC will continue to be independent from each other in the aspects
of staff, asset, finance, institution, business and others. They have respective independent
accounting and independently undertake liabilities and risks.
The Overseas Listing of KCRC will have no adverse impact on the sustainable operation of
other business sectors of the Company, neither will it affect the Company in maintaining its
independent listing status, which is in compliance with applicable laws, regulations, rules and
regulatory documents as well as the requirements prescribed in the Circular.
The Company will engage a securities institution registered with and included in the list of
sponsors of the CSRC as the financial adviser of the Company to provide financial advice in
relation to ensuring the ongoing independent listing status and maintaining the sustainable
operation ability of the core assets and businesses of the Company upon the Overseas Listing of
KCRC, as well as continue to supervise the Company to maintain its independent listing status.
This resolution has been considered and approved by the Board and will be submitted, by way
of ordinary resolution, to the Shareholders for approval at the EGM.
14.
Resolution in Relation to the Explanations on the Sustainable Profitability and Prospects
of the Company
Each business of the Company is keeping excellent momentum at present. As KCRC keeps high
business independency from the other business sectors of the Company, the Company considers
that:
The Overseas Listing of KCRC will not have any substantial impact on the sustainable operation
of the other business sectors of the Company. As KCRC is still a relatively small business sector
at present, its value is not reflected adequately. This overall restructuring, spin-off and listing
can increase the estimated value of the professional machinery manufacturing sector of the
Company, and accordingly realize the increase of the overall value of the Company. Through
this spin-off and listing, KCRC is expected to further accelerate its development. Meanwhile,
its revenue and profit will be reflected in the accounting statements of the Company, which will
benefit the overall financial performance of the Company. In addition, the Overseas Listing of
KCRC will firmly facilitate the strategic upgrade of the Company, further consolidate the core
competitiveness of the Company and promote the sustainable development of the Company.
— 28 —
LETTER FROM THE BOARD
In conclusion, upon the Overseas Listing of KCRC, the Company is able to continue to maintain
favorable sustainable operation ability and sustainable profitability. The relevant transaction
terms of the spin-off and overseas listing of KCRC by the Company are fair and reasonable, and
are in the interest of the Shareholders as a whole.
This resolution has been considered and approved by the Board and will be submitted, by way
of an ordinary resolution, to the Shareholders for approval at the EGM.
15.
Resolution in Relation to the Authorization to the Board and its Authorized Persons to
Deal With the Spin-off and Listing Matters of Kunming China Railway Large Maintenance
Machinery Co., Ltd.*
Pursuant to the requirements of the Company Law of the People’s Republic of China and the
Articles of Association and based on the needs of the overseas issuance and listing of KCRC,
the Board proposes that at the general meeting of the Company, the Board and its authorised
persons are authorised to deal with matters relating to the Overseas Listing of KCRC at their
full discretion, including but not limited to:
(1)
to exercise, at their full discretion, shareholders’ rights in KCRC on behalf of the
Company to make the proposals in relation to the matters concerning the listing of KCRC
which shall be made at the general meetings of the Company (other than those for which
proposals must be made at a general meeting as required by the laws and regulations);
(2)
to make adjustments and modifications to the matters and plans relating to and the
contents thereof of the Overseas Listing of KCRC based on the specific conditions;
(3)
to deal with relevant matters in respect of the submission of application for spin-off
and listing to the Hong Kong Stock Exchange and submission of relevant applications
to relevant authorities including SASAC and CSRC, including but not limited to the
submission of application to the Hong Kong Stock Exchange for spin-off and listing,
communication with the Hong Kong Stock Exchange in respect of the matters relating to
the application for spin-off and listing, as well as adjustments and modifications to the
matters relating to the spin-off and listing of KCRC in accordance with the requirements
of the Hong Kong Stock Exchange; and
(4)
to deal with other specific matters in connection with this overseas listing, including but
not limited to the engagement of relevant intermediaries, execution, delivery and receipt
of necessary agreements and legal documents and relevant information disclosure in
accordance with applicable regulatory rules.
— 29 —
LETTER FROM THE BOARD
The abovementioned authorization is valid for 18 months from the date of this resolution being
considered and approved at the general meeting.
This resolution has been considered and approved by the Board and will be submitted, by way
of an ordinary resolution, to the Shareholders for approval at the EGM.
PART IV: EGM AND H SHAREHOLDERS’ CLASS MEETING
16.
EGM and H Shareholders’ Class Meeting
The notice convening the 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 Thursday, 5 February
2015 is set out at the end of this circular.
The notice convening H Shareholders’ Class Meeting of the Company to be held at the CRCC
Bureau Building, No. 40 Fuxing Road, Haidian District, Beijing, the People’s Republic of China
in the morning on Thursday, 5 February 2015 immediately following the conclusion of the EGM
and the A Shareholders’ Class Meeting or any adjournment thereof is set out at the end of the
circular.
Relevant reply slips and forms of proxy to be used at the EGM and the H Shareholders’
Class Meeting respectively have been despatched to Shareholders together with the notices
of EGM and H Shareholders’ Class Meeting on 17 December 2014, and such notices, reply
slips and forms of proxy 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 and/or H Shareholders’
Class Meeting, you should have completed and returned the reply slip in accordance with the
instructions printed thereon on or before Thursday, 15 January 2015. Shareholders who intend
to appoint a proxy to attend the EGM and/or H Shareholders’ Class Meeting shall complete and
return the form of proxy in accordance with the instructions printed thereon not less than 24
hours before the time fixed for holding such meetings 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 and/or H Shareholders’ Class Meeting and voting in person if you so wish.
The H Share register of members of the Company will be temporarily closed from Tuesday,
6 January 2015 to Thursday, 5 February 2015 (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 Monday, 5 January
2015, are entitled to attend and vote at the EGM after completing the registration procedures for
attending such meeting.
— 30 —
LETTER FROM THE BOARD
17.
RECOMMENDATIONS
The Directors consider that all of the aforesaid resolutions are in the best interests of the
Company and the Shareholders as a whole and accordingly recommend you to vote in favour of
all of the said resolutions to be proposed at the EGM and the H Shareholders’ Class Meeting.
Yours faithfully,
By order of the Board
China Railway Construction Corporation Limited
MENG Fengchao
Chairman
* For identification purpose only
— 31 —
Appendix I
Shareholders’ Return Plan for the Coming Three Years (2015-2017) of
China Railway Construction Corporation Limited
SHAREHOLDERS’ RETURN PLAN FOR THE COMING THREE YEARS (2015–2017)
OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
In order to further establish and refine a scientific, sustainable and stable dividend distribution
mechanism and supervisory system, proactively give return to the investors and safeguard the
lawful interests of all Shareholders, and pursuant to the principles in the Notice Regarding Further
Implementation of Cash Dividends Distribution of listed Companies (Zheng Jian Fa [2012] No.
37) (《關於進一步落實上市公司現金分紅有關事項的通知》（證監發 [2012]37號）) issued by the
CSRC and the Listed Companies Regulatory Guidance No. 3 — Cash Dividends Distribution of
Listed Companies (CSRC Announcement [2013] No. 43) (《上市公司監管指引第3號 — 上市公司
現金分紅》（中國證監會公告 [2013]43號）) as well as the relevant provisions under the Articles of
Association, the Board of the Company has formulated the Shareholders’ return plan as follows:
I.
FACTORS TO BE TAKEN INTO CONSIDERATION IN THE FORMULATION OF
THE SHAREHOLDERS’ RETURN PLAN
With focuses on the strategic objectives and the sustainable development in the future by
the Company, taking into account factors such as the actual conditions of the Company’s
development, development plan, the wishes and requests of Shareholders, the external financing
costs and financing environment as well as the Company’s cash flows and with an aim to
balance Shareholders’ short-term interests and long-term return, the Company establishes a
sustainable, stable and scientific return plan and mechanism for investors and makes specific
and systematic arrangements for the profit distribution of the Company, in order to ensure the
continuity and stability of the profit distribution policies.
II.
THE PRINCIPLES ON WHICH THE SHAREHOLDERS’ RETURN PLAN IS
FORMULATED
The plan is formulated in accordance with the Company Law and other laws and regulations,
regulatory documents and the Articles of Association. The Company adopts consistent and
stable profit distribution policies and takes full account of opinions of Shareholders, particularly
those of minority Shareholders, as well as opinions of the independent directors. The profit
distribution of the Company attaches great importance to the reasonable investment return
for investors and caters to the needs of the sustainable development of the Company. Upon
satisfaction of the capital requirements for the Company’s production and operation as well as
its sustainable development, the Company gives priority to dividend distribution in cash, refines
the system of dividend distribution in cash and maintains the consistency, reasonableness and
stability of the policy of dividend distribution in cash.
— 32 —
Appendix I
Shareholders’ Return Plan for the Coming Three Years (2015-2017) of
China Railway Construction Corporation Limited
III. DETAILS OF THE SHAREHOLDERS’ RETURN PLAN FOR THE COMING
THREE YEARS (2015–2017)
(I)
Form of profit distribution
The Company may distribute dividends in cash, in shares or in a combination of both
cash and shares. The Company shall distribute profits in cash should the conditions
on dividend distribution in cash are met. The profit distribution in the form of bonus
shares shall be made after giving consideration to the real and reasonable factors such as
corporate growth and dilution to net asset value per share.
(II) Intervals of profit distribution
The Company shall take full account of the return to investors and distribute dividends
to Shareholders on a yearly basis in a specific proportion out of the distributable profit
realized for the year as set out in that year’s consolidated financial statements. Under
favorable circumstances, the Company may distribute interim dividends.
(III) Conditions and proportions of profit distribution
1.
Specific conditions, proportions and intervals of cash dividends:
In the absence of certain special circumstances, if both the Company’s profit for
the year and its total undistributed profit are positive, the Company shall distribute
dividends in cash and such profit to be distributed in cash on a yearly basis must
not be less than 15% of the distributable profit realized for the year as set out in
that year’s consolidated financial statements. Such special circumstances refer to
the following: (i) where the audit firm issues an non-standard clean opinion auditor
report to the financial report of the Company for that financial year; (ii) where the
Company has major investment plan or significant cash expenditure, excluding
projects funded by raised proceeds. Such major investment plan or significant cash
expenditure refers to the external investment and asset acquisition by the Company
with accumulated expenditure within the following 12 months amounting to or
exceeding 30% of the latest audited net assets.
When the aforesaid conditions of cash distribution are met, in principle, cash
dividends shall be distributed once a year by the Company. And the Board of the
Company can propose a distribution of interim cash dividends according to the
Company’s situation of profitability and capital needs.
— 33 —
Appendix I
2.
Shareholders’ Return Plan for the Coming Three Years (2015-2017) of
China Railway Construction Corporation Limited
Differentiated policies for cash dividend
In the coming three years, the Board of the Company shall take various
factors into consideration, including its industry features, development stages,
business model and profitability as well as whether it has any substantial capital
expenditure arrangement, and differentiate the following circumstances to propose
a differentiated policy for distributing cash dividend pursuant to the procedures
stipulated in the Articles of Association of the Company:
(1)
Where the Company is in a developed stage with no substantial capital
expenditure arrangement, the dividend distributed in the form of cash shall
not be less than 80% of the total profit distribution when distributing its
profits;
(2)
Where the Company is in a developed stage with substantial capital
expenditure arrangement, the dividend distributed in the form of cash shall
not be less than 40% of the total profit distribution when distributing its
profits;
(3)
Where the Company is in a developing stage with substantial capital
expenditure arrangement, the dividend distributed in the form of cash shall
not be less than 20% of the total profit distribution when distributing its
profits;
If it is difficult to distinguish the Company’s stage of development but if it has
significant capital expenditure arrangement, the profit distribution may be dealt
with pursuant to the preceding provisions.
3.
Conditions for distributing dividends in shares
Where the Company is in a sound operating condition, and the Board considers
that the stock price of the Company does not reflect its scale of share capital and
distributing dividend in shares will be in the interests of all Shareholders of the
Company as a whole, the Company may propose the distribution plan of dividend
in shares upon fulfilment of the above conditions concerning cash dividends.
— 34 —
Appendix I
Shareholders’ Return Plan for the Coming Three Years (2015-2017) of
China Railway Construction Corporation Limited
(IV) Consideration procedures for profits distribution:
The profit distribution plan of the Company shall be drawn up by the management
before being submitted to the Board and the supervisory committee of the Company for
consideration. The Board shall thoroughly discuss the rationality of the profit distribution
plan and form a specific resolution, which will then be submitted to the general meeting
for consideration after explicit independent opinions concerning the profit distribution
plan was expressed by independent directors. The Company shall provide access to online
voting for Shareholders when such profit distribution plan is considered at the general
meeting.
When formulating specific plan for distribution of cash dividends by the Company,
the Board shall study and identify with caution the timing, conditions and minimum
proportion, conditions for adjustment and requirements for decision-making procedures
involved in implementing the distribution of cash dividends, etc. Independent directors
shall explicitly express their opinions thereon. Independent directors may collect opinions
from minority Shareholders for putting forward a profit distribution proposal which can
be directly submitted to the Board for consideration.
Where the Company does not propose distribution of cash dividends due to the above
mentioned special circumstances, the Board shall provide explanations with specific
reasons for not distributing cash dividends, the exact purpose for the retained profit
and the estimated investment return, submit such matters to the general meeting for
consideration after the independent directors have given their opinions thereon, and
disclose the same in the designated media of the Company.
IV. THE PERIOD FOR FORMULATING THE SHAREHOLDERS’ RETURN PLAN
AND RELEVANT DECISION-MAKING MECHANISM
1.
The Company shall review the Shareholders’ return plan at least every three years and
determine the Shareholders’ return plan for the following period after taking into account
the Company’s conditions and the opinions of Shareholders, especially those of minority
Shareholders.
2.
The Company shall formulate its Shareholders’ return plan after taking full account
of the Company’s amount of profit, cash flow conditions, development stage, existing
capital requirements as well as opinions of Shareholders, particularly those of minority
Shareholders. Such plan shall be held under special discussion by the Board and be
submitted to the shareholders’ general meeting for consideration and approval after
obtaining the independent opinions given by the independent Directors in this regard.
— 35 —
Appendix I
V.
Shareholders’ Return Plan for the Coming Three Years (2015-2017) of
China Railway Construction Corporation Limited
ADJUSTMENT TO THE SHAREHOLDERS’ RETURN PLAN
Where it is necessary to make adjustments to the established Shareholders’ return plan due to
any changes in the Company’s external business environment or the needs of its own operation,
the Board shall conduct specific detailed discussion over the grounds for such adjustment,
form a written report to be considered by the independent Directors and then submit the same
to the shareholders’ general meeting for approval by way of special resolution. In considering
the alterations to its profit distribution policies, the Company shall provide the access to online
voting for Shareholders.
VI. SUPPLEMENTARY PROVISIONS
Any matters not covered in this plan shall be governed by the relevant laws and regulations,
regulatory documents and provisions of the Articles of Association. The right to interpret this
plan shall vest in the Board of the Company. This plan and its amendments (if any) will come
into force as of the date of approval at the shareholders’ general meeting.
The Board of Directors of China Railway Construction Corporation Limited
— 36 —
Appendix II
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
1.
Article 107
The existing text is:
When a shareholder (or a proxy) exercises his or her voting rights based on the number of
voting shares which he or she represents, each share shall entitle him or her to one vote.
No voting rights shall attach to the Company shares held by the Company, and such shares shall
not be counted among the total number of voting shares present at a general meeting.
The Board of Directors, the independent non-executive directors and qualified shareholders
have the right to solicit voting rights from shareholders. The solicitation of voting rights shall
be done without consideration and information shall be fully disclosed to persons whose voting
rights are solicited.
Where any shareholder is, under the listing rules of the place where overseas listed foreign
investment shares are listed, required to abstain from voting on any particular matter being
considered or restricted to voting only for or only against any particular matter being considered,
any votes cast by or on behalf of such shareholder in contravention of such requirement or
restriction shall not be counted.
is amended as:
When a shareholder (or a proxy) exercises his or her voting rights based on the number of
voting shares which he or she represents, each share shall entitle him or her to one vote.
When material issues affecting the interests of minority investors are considered at a general
meeting, the votes of minority investors shall be counted separately. The separate votes counting
results shall be disclosed publicly in a timely manner.
No voting rights shall attach to the Company shares held by the Company, and such shares shall
not be counted among the total number of voting shares present at a general meeting.
— 37 —
Appendix II
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
The Board of Directors, Independent Directors and qualified shareholders of the Company
may solicit votes from shareholders publicly. While soliciting votes of shareholders, sufficient
disclosure of information such as the specific voting preference shall be made to the
shareholders from whom voting rights are being solicited. No consideration or other form of
de facto consideration shall be involved in the solicitation of voting rights from shareholders.
The Company shall not impose any limitation related to the minimum shareholding ratio on the
solicitation of voting rights.
The Board of Directors, the independent non-executive directors and qualified shareholders
have the right to solicit voting rights from shareholders. The solicitation of voting rights shall
be done without consideration and information shall be fully disclosed to persons whose voting
rights are solicited.
Where any shareholder is, under the listing rules of the place where overseas listed foreign
investment shares are listed, required to abstain from voting on any particular matter being
considered or restricted to voting only for or only against any particular matter being considered,
any votes cast by or on behalf of such shareholder in contravention of such requirement or
restriction shall not be counted.
2.
Article 121
The existing text is:
While ensuring the lawfulness and validity of general meetings, the Company shall facilitate
the participation of shareholders in general meetings by various means and ways, including the
provision of modern information technology means, such as an online voting platform, etc.
is amended as:
While ensuring the lawfulness and validity of general meetings, the Company shall facilitate
the participation of shareholders in general meetings by various means and ways, with priority
first giving to the provision of modern information technology means, such as an online voting
platform, etc.
— 38 —
Appendix II
3.
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
Article 125
The existing text is:
The shareholders present at a general meeting shall express one of the following opinions on
motions that are put to a vote: consent, opposition or abstention.
If a ballot is blank, marked erroneously, illegible or has not been cast, the voter shall be deemed
to have waived his or her right to vote and the voting results for the number of shares that he or
she holds shall be recorded as “abstained”.
is amended as:
The shareholders present at a general meeting shall express one of the following opinions
on motions that are put to a vote: consent, opposition or abstention, except that securities
registration and settlement institutions, being the nominal holders of shares subject to the
Shanghai-Hong Kong stock connect, may express opinions according to the intentions of actual
holders.
If a ballot is blank, marked erroneously, illegible or has not been cast, the voter shall be deemed
to have waived his or her right to vote and the voting results for the number of shares that he or
she holds shall be recorded as “abstained”.
4.
Article 255
The existing text is:
The profit distribution policies of the Company are specified as follows:
(1)
Form of profit distribution: the Company may distribute dividends in cash, in shares or in
a combination of both cash and shares. Under favorable circumstances, the Company may
distribute interim dividends.
— 39 —
Appendix II
(2)
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
Specific conditions and proportions of cash dividends of the Company: in the absence
of certain special circumstances, if the Company’s profit for the year and its total
undistributed profit are positive, the Company shall distribute dividends in cash and
such profit to be distributed in cash on a yearly basis must not be less than 15% of the
distributable profit realized for the year as set out in that year’s consolidated financial
statements.
Such special circumstances refer to the following:
1.
where the audit firm issues a modified audit opinion for the financial report of the
Company for that financial year;
2.
where the Company has major investment plan or significant cash expenditure,
excluding projects funded by raised proceeds. Such major investment plan or
significant cash expenditure refers to the external investment and asset acquisition
by the Company with accumulated expenditure within the following 12 months
amounting to or exceeding 30% of the latest audited net assets.
(3)
Specific conditions for distributing dividends in shares by the Company: Where the
Company is in a sound operating condition, and the Board of Directors considers that
the share price of the Company does not reflect its scale of share capital and distributing
dividends in shares will be in the interests of all shareholders of the Company as a whole,
the Company may propose the distribution of dividends in shares upon fulfillment of the
above conditions concerning cash dividends.
is amended as:
The profit distribution policies of the Company are specified as follows:
(1)
Form of profit distribution: the Company may distribute dividends in cash, in shares or in
a combination of both cash and shares. Under favorable circumstances, the Company may
distribute interim dividends.
(2)
Specific conditions, proportions and intervals of cash dividends of the Company: in the
absence of certain special circumstances, if the Company’s profit for the year and its
total undistributed profit are positive, the Company shall distribute dividends in cash and
such profit to be distributed in cash on a yearly basis must not be less than 15% of the
distributable profit realized for the year as set out in that year’s consolidated financial
statements.
— 40 —
Appendix II
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
Such special circumstances refer to the following:
(i)
where the audit firm issues a modified audit opinion for the financial report of the
Company for that financial year;
(ii)
where the Company has major investment plan or significant cash expenditure,
excluding projects funded by raised proceeds. Such major investment plan or
significant cash expenditure refers to the external investment and asset acquisition
by the Company with accumulated expenditure within the following 12 months
amounting to or exceeding 30% of the latest audited net assets.
When the aforesaid conditions of cash distribution are met, in principle, cash dividends
shall be distributed by the Company once a year. And the Board of Directors of
the Company can propose a distribution of interim cash dividends according to the
Company’s situation of profitability and capital needs.
(3)
Specific conditions for distributing dividends in shares by the Company: Where the
Company is in a sound operating condition, and the Board of Directors considers that
the share price of the Company does not reflect its scale of share capital and distributing
dividends in shares will be in the interests of all shareholders of the Company as a whole,
the Company may propose the distribution of dividends in shares upon fulfillment of the
above conditions concerning cash dividends.
5.
Article 256
The existing text is:
1.
The profit distribution plan of the Company shall be drawn up by the management before
being submitted to the Board of Directors and the supervisory committee of the Company
for consideration. The Board of Directors shall thoroughly discuss the rationality of the
profit distribution plan and form a specific resolution, which will then be submitted to the
general meeting for consideration. In the event of any failure to distribute cash dividends
in compliance with the requirements under the Articles of Association by the Company,
or any special circumstances under which dividend shall not be distributed, the Company
shall provide access to online voting for shareholders when such profit distribution plan is
considered at the general meeting.
— 41 —
Appendix II
2.
Amendments to the Articles of Association of
China Railway Construction Corporation Limited
Where the Company does not distribute cash dividends under the special circumstances
as provided for in the foregoing Article 255, the Board of Directors shall provide
explanations with specific reasons for not distributing cash dividends, the exact purpose
for the retained profit and the estimated investment return, submit such matters to
the general meeting for consideration after the independent directors have given their
opinions thereon, and disclose the same in the designated media of the Company.
is amended as:
1.
The profit distribution plan of the Company shall be drawn up by the management before
being submitted to the Board of Directors and the supervisory committee of the Company
for consideration. The Board of Directors shall thoroughly discuss the rationality of the
profit distribution plan and form a specific resolution, which will then be submitted to the
general meeting for consideration after explicit independent opinions concerning the profit
distribution plan are expressed by Independent Directors. The Company shall provide
access to online voting for shareholders when such profit distribution plan is considered
at the general meeting.
2.
When formulating specific plan for the distribution of cash dividends by the Company,
the Board of Directors shall carefully study and identify the timing, conditions and
minimum proportion, conditions for adjustment and requirements for decision-making
procedures of the distribution of cash dividends of the Company, etc. Independent
Directors shall explicitly express their opinions thereon.
Independent Directors may collect opinions from minority Shareholders for putting
forward a profit distribution proposal which can be directly submitted to the Board of
Directors for consideration.
3.
Where the Company does not distribute cash dividends under the special circumstances
as provided for in the foregoing Article 255, the Board of Directors shall provide
explanations with specific reasons for not distributing cash dividends, the exact purpose
for the retained profit and the estimated investment return, submit such matters to
the general meeting for consideration after the independent directors have given their
opinions thereon, and disclose the same in the designated media of the Company.
— 42 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
1.
Article 1 In order to standardize the
Article 1 In order to standardize the
management and utilization of the proceeds
management and utilization of the proceeds
of China Railway Construction Corporation
of China Railway Construction Corporation
Limited (the “Company”), safeguard the
Limited (the “Company”), safeguard the
interests of the Company, its shareholders,
interests of the Company, its shareholders,
creditors and all of its employees, and
creditors and all of its employees, and
according to the Company Law of the
according to the Company Law of the
People’s Republic of China, the Securities
People’s Republic of China, the Securities
Law of the People’s Republic of China,
Law of the People’s Republic of China,
Measures on Administration of Initial
Measures on Administration of Initial
Public Offering and Listing, Measures for
Public Offering and Listing, Measures for
Administration of the Issuance of Securities
Administration of the Issuance of Securities
by Companies, listing rules concerning
by Companies, listing rules concerning
securities or stocks of Shanghai Stock
securities or stocks of Shanghai Stock
Exchange and The Hong Kong Stock
Exchange and The Hong Kong Stock
Exchange Limited (the “Listing Place
Exchange Limited (the “Listing Place
Stock Exchanges”), Notice of China
Stock Exchanges”), Regulatory Guidelines
Securities Regulatory Commission on Further
for Listed Companies No. 2 — Regulatory
Regulation of Utilization of Proceeds of
Requirements on the Management and
Companies (《中國證券監督管理委員會關
Use of Proceeds of Listed Companies,
於進一步規範公司募集資金使用的通知》)
Administrative Measures on Proceeds Raised
and other laws, regulations and regulatory
by Listed Companies on the Shanghai Stock
documents as well as the Articles of
Exchange (revised in 2013) and other laws,
Association of China Railway Construction
regulations and regulatory documents as
Corporation Limited (the “Articles of
well as the Articles of Association of China
Association”), taking into account the actual
Railway Construction Corporation Limited
situation of the Company, the Measures is
(the “Articles of Association”), taking into
hereby specially formulated.
account the actual situation of the Company,
the Measures is hereby specially formulated.
— 43 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
2.
Nil
Article 4 The board of directors of the
Company (“Board”) shall establish an
internal control system regarding the deposit,
utilization and management of proceeds,
while specific provisions shall be established
for aspects such as the deposit, utilization,
changes, supervision and accountability
of proceeds. The Company shall file the
internal control system regarding the deposit,
utilization and management of the proceeds
with the Shanghai Stock Exchange in a
timely manner and disclose such information
on the website of Shanghai Stock Exchange.
3.
Nil
Article 5 Controlling shareholder(s) and
de facto controller(s) of the Company shall
neither directly or indirectly appropriate or
embezzle the proceeds of the Company, nor
generate improper benefits by taking the
advantage of the proceeds and the projects
financed by the proceeds (the “Proceedsfinanced Project(s)”).
4.
Article 12 The Company shall enter into a
management agreement of special proceeds
with the bank of deposit, and proactively
urge the bank to execute the agreement.
Article 14 The Company shall, within one
month upon receipt of the proceeds, enter
into a tripartite supervision agreement
with the sponsor and the commercial bank
designated for the deposit of proceeds. Such
agreement shall at least include:
— 44 —
(i)
The Company shall deposit the
proceeds in the special proceeds saving
accounts in a centralized manner;
(ii)
The commercial bank shall provide
the statements of bank regarding the
special proceeds saving account to the
Company on a monthly basis and make
a copy to the sponsor;
Appendix III
No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
(iii) Where the amount drawn by the
Company once at a time or in
aggregate from the special proceeds
saving account within 12 months
exceeds RMB50 million and accounts
for 20% of the total amount of
proceeds net of the issuance cost (the
“Net Proceeds”), the Company shall
timely notify the sponsor;
(iv) The sponsor may at any time inquire
the information on the special proceeds
saving account from the commercial
bank;
(v)
The liability of the Company, the
commercial bank and the sponsor for
breaching the agreement.
The Company shall, within two trading days
upon the signing of the above agreement, file
with the Listing Place Stock Exchanges and
make an announcement thereon.
Should the above agreement terminate before
the period of validity due to reasons such
as change of sponsor or the commercial
bank, the Company shall enter into new
agreement(s) with related parties within two
weeks from the date of termination of the
agreement and shall, within two trading days
upon the signing of the new agreement, file
with the Listing Place Stock Exchanges and
make an announcement thereon.
— 45 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
5.
Nil
Article 18 The Company shall follow
the following requirements in the use of
proceeds:
(i)
The Company shall make specific
provisions on the application, approval
authority at different levels, decisionmaking procedures, risk control
measures and information disclosure
procedures of proceeds utilization;
(ii)
the Company shall use the proceeds
in accordance with the utilization plan
for the proceeds as committed in the
offering document;
(iii) In the event of any circumstances
severely affecting the normal
implementation of the utilization
plan for the proceeds, the Company
shall report to the Listing Place Stock
Exchanges and make an announcement
thereon in a timely manner;
(iv) W h e r e a n y o f t h e f o l l o w i n g
circumstances occur to a Proceedsfinanced Project, the Company shall
re-discuss the feasibility and expected
return of the project, decide whether
to proceed with the implementation of
the project and disclose in the latest
periodic report the project progress,
reasons for abnormality and the
adjusted Proceeds-financed Project (if
any):
1.
— 46 —
where the market environment
for the Proceeds-financed Project
has undergone material changes;
Appendix III
No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
2.
where the Proceeds-financed
Project has been put on hold for
over 1 year;
3.
where the deadline of the
Proceeds-financed Project has
expired and the amount invested
by the proceeds fails to reach
50% of the amount as set out in
the relevant plan;
4.
where other abnormal situations
occur in the Proceeds-financed
Project.
6.
Article 18 Projects financed by the proceeds
Article 21 The proceeds of the Company
shall not involve financial investments such
shall, in principle, be used in the principal
as holding of transactional financial assets
businesses. The Company shall not conduct
and available-for-sale financial assets, lending
the following acts with the proceeds:
to others and entrusted financial management,
and shall not be invested, directly or
(i)
Proceeds-financed Project involves
indirectly, in companies principally engaged
financial investments such as holding
in the trading of marketable securities.
of transactional financial assets and
available-for-sale financial assets,
Article 19 The Company shall not use
lending to others and entrusted
proceeds for pledged, entrusted loans, or
financial management, and is invested,
other investments that will change the use of
directly or indirectly, in companies
the proceeds in a disguised way.
principally engaged in the trading of
marketable securities;
Article 20 The Company shall not invest in
the trading of stocks and futures by using the
(ii)
change the utilization of proceeds
proceeds unless it is resolved at the general
in a disguised way through pledge,
meeting in accordance with the law.
entrusted loan or other means;
— 47 —
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No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
(iii) provide, directly or indirectly, with
the proceeds to related persons such
as the controlling shareholder(s) or de
facto controller(s) to generate improper
benefits from the Proceeds-financed
Project for related persons;
(iv) invest in the trading of stocks and
futures by using the proceeds without
the approval of resolution at the
general meeting in accordance with the
law.
(v)
other acts that led to the breach of any
provision of proceeds management.
7.
Article 28 In case the Company changes
Article 29 The Company shall use the
the venue or manner of implementing the
proceeds according to the purposes specified
investment project financed by proceeds, such
in the prospectus or offering document.
changes shall be subject to the consideration
Changes of the Company’s Proceeds-financed
and approval by the Board of the Company.
Projects must be considered and approved by
A report shall be filed within two trading
the Board and at the general meeting, subject
days with the Listing Place Stock Exchanges,
to the explicit consent of the independent
and the reasons for the changes shall be
directors, the sponsor and the supervisory
announced.
committee.
In case the Company merely changes the
venue of implementation of the Proceedsfinanced Projects, such changes can be
exempt from implementing the procedures of
the previous clause but shall be subject to the
consideration and approval by the Board of
the Company. A report shall be filed within
two trading days with the Listing Place Stock
Exchanges, and the reasons for the changes
and the opinion of the sponsor shall be
announced.
— 48 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
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Revised text
8.
Article 29 Changes in the use of the
Article 30 Proceeds-financed Project upon
proceeds by the Company shall be subject to
changes shall be invested in the principal
the consideration by the Board and resolution
businesses.
at the general meeting. The use of Proceeds
upon change shall be invested in the principal
The Company shall scientifically and
businesses in principle.
prudentially carry out the feasibility analysis
of the new Proceeds-financed Project, make
sure such investment project has good market
prospect and profitability, effectively prevent
investment risks and improve the efficiency
of the utilization of the proceeds.
9.
Nil
Article 31 In case the Company proposes to
externally transfer or replace the Proceedsfinanced Project (except for Proceedsfinanced Projects which have completed
entire external transfer or replacement in the
material asset reconstruction implemented
by the Company), it shall report to the
Listing Place Stock Exchanges and make
an announcement on the following within
two trading days from the submission to the
Board for consideration:
(i)
Specific reasons for the external
transfer or replacement of the
Proceeds-financed Project;
(ii)
the amount of proceeds invested in the
project;
(iii) Completion progress of the project and
its realized benefit;
— 49 —
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No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
(iv) Basic information, feasibility analysis
and risk warning (if applicable) of the
replacement project;
(v)
The pricing basis of the transfer or
replacement and relevant return;
(vi) opinions on the transfer or replacement
of the Proceeds-financed Project from
the independent directors, the board of
supervisors and the sponsor;
(vii) Explanation on the transfer or
replacement of the Proceeds-financed
Project subject to submission to
general meeting for consideration;
(viii) Other contents as required by the
Listing Place Stock Exchanges.
The Company shall pay full attention to the
receipt and utilization of the consideration
of the transfer, the change in ownership of
replaced assets and the continuous operation
of replaced assets, and fulfill the obligations
of necessary information disclosure.
10.
Article 32 Where the Company proposes to
Article 34 Where the Company proposes to
change the use of proceeds, it shall inform
change the use of proceeds, it shall inform
the Listing Place Stock Exchanges and
the Listing Place Stock Exchanges and
announce the followings within two trading
announce the followings within two trading
days after submitting the proposal to the
days after submitting the proposal to the
Board for consideration:
Board for consideration:
(i)
(i)
Basic information of the original
Basic information of the original
project and specific reasons for the
project and specific reasons for the
change;
change;
— 50 —
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No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
(ii)
(ii)
Basic information, feasibility analysis
Basic information, feasibility analysis
and risk warning in relation to the new
and risk warning in relation to the new
project;
project;
(iii) Investment plan for the new project;
(iii) Investment plan for the new project;
(iv) Explanation on the approval obtained
(iv) Explanation on the approval obtained
or to be obtained from the relevant
or to be obtained from the relevant
authorities (if applicable) in respect of
authorities (if applicable) in respect of
the new project;
the new project;
(v)
Opinions of the independent directors,
(v)
Opinions of the independent directors,
the supervisory committee and the
the board of supervisors and the
sponsor on change in the use of
sponsor on change in the use of
proceeds;
proceeds;
(vi) Explanation on the change in the
(vi) Explanation on that the change in
project financed by the proceeds
the project financed by the proceeds
subject to submission to general
subject to submission to general
meeting for consideration;
meeting for consideration;
(vii) Other contents as required by the
(vii) Other contents as required by the
Listing Place Stock Exchanges.
Listing Place Stock Exchanges.
New Proceeds-financed Projects involving
connected transactions, asset acquisitions or
external investments shall also be disclosed
according to the requirements of relevant
rules.
— 51 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
11.
Nil
Article 39 The temporarily idle proceeds
may be used for cash management, and the
invested products shall comply with the
following criteria:
(i)
High safety to satisfy the requirement
of principal guarantee, and the issuer
of the products shall undertake to
guarantee the principal;
(ii)
High liquidity and the normal
implementation of investment plan for
the proceeds shall not be affected.
The investment products shall not be pledged,
and the designated settlement account for
such products (if applicable) shall not be
used for the deposit of non-raised funds or
any other purposes. In case of opening or
cancelling a designated settlement account
for such products, the Company shall file
with the stock exchange and make an
announcement in a timely manner.
— 52 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
12.
Nil
Article 40 The investment products funded
by idle proceeds shall be subject to the
consideration and approval by the Board of
the Company, with the explicit consent given
by the independent directors, the board of
supervisors and the sponsor. The Company
shall, within two trading days after the Board
meeting, announce the followings:
(i)
The basic information on this proceeds,
including the raising time, the amount
of the proceeds, Net Proceeds and
investment plans, etc.;
(ii)
The use of the proceeds;
(iii) The amount and term of the investment
products funded by idle proceeds,
whether there is any act of changing
the purposes of the proceeds in a
disguised way and the measures for
ensuring the smooth progress of the
projects financed by the proceeds;
(iv) The income distribution method,
investment scope and safety of the
investment products;
(v)
Opinions issued by independent
directors, the board of supervisors and
the sponsor.
— 53 —
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DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
13.
Article 37 The idle proceeds may be used to
Article 41 The idle proceeds may be used to
temporarily replenish working capital by the
temporarily replenish working capital by the
Company, which shall meet the following
Company, which shall meet the following
requirements:
requirements:
(i)
(i)
Shall not change the purpose of use of
the proceeds in disguised form;
(ii)
Shall
not
affect
the
Shall not change the purpose of use of
the proceeds in disguised form;
normal
(ii)
Shall
not
affect
the
normal
implementation of the investment plan
implementation of the investment plan
for the proceeds;
for the proceeds;
(iii) The replenishment of working capital
(iii) Shall be limited to the use in
shall be no more than 6 months each
production and operation related to the
time;
main business and shall not be used,
directly or indirectly, for the allotment
or subscription of new shares, or the
(iv) The sponsor issues the opinions on
transactions of stocks and derivatives
explicit consent;
thereof, convertible corporate bonds,
(v)
etc.;
The independent non-executive
directors give the opinions on explicit
(iv) The replenishment of working capital
consent.
shall be no more than 12 months each
time;
The aforesaid events shall be subject to the
consideration and approval by the Board of
the Company, filing with the Listing Place
(v)
The proceeds (if applicable) due
Stock Exchanges and make an announcement
previously used for temporarily
within two trading days.
replenishing working capital shall have
been paid back.
— 54 —
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No.
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
Existing text
Revised text
Article 39 While the proceeds are used to
The temporary use of idle proceeds to
temporarily replenish working capital, it
replenish working capital by the Company
shall be limited to the use in production and
shall be subject to the consideration and
operation related to the main business. It
approval by the Board of the Company,
shall not be used, directly or indirectly, for
with the opinions on explicit consent given
the allotment or subscription of new shares,
by independent directors, the board of
or the transactions of stocks and derivatives
supervisors and the sponsor. The Company
thereof, convertible corporate bonds, etc.
shall report to the Listing Place Stock
Exchanges and make announcement within
two trading days after the Board meeting.
Before the expiration date of replenishing
working capital, the Company shall return
certain proceeds to the designated account for
the proceeds, and report to the Listing Place
Stock Exchanges and make an announcement
within two trading days after the full payback
of the proceeds.
14.
Nil
Article 42 The excess of the actual New
Proceeds by the Company over the amount
of the funds planned to raise (the “Overraised Funds”) may be used to permanently
replenish working capital and repay bank
loans, and the cumulative amount of every
12 months shall not exceed 30% of the total
amount of the Over-raised Funds.
— 55 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
15.
Article 38 Where using more than 10%
Article 43 For the usage of the Over-
of the idle proceeds from the fund raising
raised Funds for the purpose of replenishing
to replenish the working capital, such use
working capital and repayment of bank loans
shall be subject to the consideration and
are subject to the consideration and approval
approval by the shareholders’ meeting, with
by the shareholders’ general meeting of
the manner of online voting provided, and
the Company, with the manner of online
the opinions shall be independently issued
voting provided, and the opinions on explicit
and disclosed by Independent non-executive
consent given and disclosed by independent
directors and the sponsor.
non-executive directors and the sponsor.
The Company shall undertake that it will
16.
Upon the expiry of the working capital
not make high-risk investments or provide
replenishment, the Company shall file to the
financial assistance for others within 12
Listing Place Stock Exchanges and announce
months after replenishing the working capital
within two trading days.
and make a disclosure.
Article 41 Where the Company replaces
Article 45 If the Company has deployed
pre-invests its proceeds in a project to be
self-financing fund in the Proceeds-
financed by the proceeds, it is subject to
financed Project, the Company shall rebate
the consideration and approval of the Board
the self-financing fund with the proceeds
of Directors, a designated audit by an
within 6 months upon the proceeds from
accounting firm, and the opinions on explicit
the fund raising has reached the account.
consent given by the sponsor, except for
The replacement shall be subject to the
replaces pre-invests its proceeds in a project
consideration and approval by the Board,
to be financed by the proceeds as disclosed
with a verification report issued by an
in the application documents for issuance.
accounting firm, and the opinions on explicit
consent given and disclosed by independent
directors, the board of supervisors and the
sponsor. The Company shall report to the
Listing Place Stock Exchanges and make an
announcement within two trading days upon
the Board meeting.
— 56 —
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DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
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17.
Nil
Article 46 Upon the completion of a single
Proceeds-financed Project, the balance of the
proceeds of the project (including interest
income) to be used by the Company to
finance other Proceeds-financed Projects shall
be subject to the consideration and approval
by the Board with the opinions on explicit
consent given by the independent directors,
the sponsor and the board of supervisors. The
Company shall report to the Listing Place
Stock Exchanges and make an announcement
within two trading days after the Board
meeting.
For projects of which balance of the proceeds
(including the interest income) is under
RMB1 million or 5% of the committed
investment amount of the proceeds of such
project can be exempted from performing the
procedures mentioned above. The usage of
such balance shall be disclosed in the annual
report.
For the usage of the proceeds balance
(including the interest income) of a single
Proceeds-financed Project of the Company
to finance other non-proceeds-financed
projects (including the replenishment of
working capital) shall refer to changes of
Proceeds-financed Projects and fulfill the
corresponding procedures and disclosure
obligations.
— 57 —
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No.
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18.
Nil
Article 47 Upon the completion of all
Proceeds-financed Projects, if the balance of
the proceeds (including the interest income)
exceeds 10% of the Net Proceeds, the use
of such proceeds balance is subject to the
consideration and approval of the Board and
the shareholders’ general meeting with the
opinions on explicit consent given by the
independent directors, the sponsor and the
board of supervisors. The Company shall
report to the Listing Place Stock Exchanges
and make an announcement within two
trading days after the Board meeting.
For the proceeds balance (including the
interest income) under 10% of the Net
Proceeds, the use of such proceeds balance
is subject to the consideration and approval
of the Board and the shareholders’ general
meeting with the opinions on explicit consent
given by the independent directors, the
sponsor and the board of supervisors. The
Company shall report to the Listing Place
Stock Exchanges and make an announcement
within two trading days after the Board
meeting.
For the proceeds balance (including the
interest income) under 5 million or less than
5% of the Net Proceeds, the use of such
proceeds balance is exempted from the above
procedures. The use of such proceeds balance
shall be disclosed in the latest periodic report.
— 58 —
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DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
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No.
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19.
Nil
Article 48 The Company shall truly,
accurately and completely disclose the actual
use of proceeds.
20.
Nil
Article 49 The Board shall comprehensively
review the progress of projects invested
with the proceeds semi-annually, and issue a
Special Report on the Deposit and the Actual
Use of Proceeds of the Company (“Special
Report of Proceeds”) and disclose it. In
annual audit, the Company shall engage
certified public accountants to issue an
attestation report on the deposit and use of
proceeds of the Company.
When the actual progress of Proceedsfinanced Project differs from the investment
plan, the Company shall explain specific
reasons in the Special Report of Proceeds.
When idle proceeds were used in investment
products in the current period, the Company
shall disclose returns for the reporting period
and investment share, parties, product name,
term and other information as at the end of
the period in the Special Report of Proceeds.
The Special Report of Proceeds shall be
considered and approved by the Board and
the board of supervisors, and reported to
the Listing Place Stock Exchanges and an
announcement thereon shall be released
within two trading days upon submission
to the Board for consideration. In annual
audit, the Company shall engage certified
public accountants to issue an attestation
report on the deposit and use of proceeds
of the Company, which shall be submitted
to the Listing Place Stock Exchanges when
the Company discloses its annual report,
meanwhile such report shall be disclosed
on the website of the Listing Place Stock
Exchanges.
— 59 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
21.
Article 45 The independent non-executive
Article 53 The independent non-executive
directors shall pay attention to if there are
directors, the Audit Committee of the Board
significant differences between the actual
and the board of supervisors shall pay
use of proceeds and information disclosure
attention to if there are significant differences
of the Company. As approved by over half
between the actual use of proceeds and
of the independent non-executive directors,
information disclosure of the Company.
the independent non-executive directors
Over half of the independent non-executive
may engage certified public accountants to
Directors, the Audit Committee of the
conduct a special audit on the actual use
Board or the Supervisory Committee may
of proceeds. The Company shall spare no
engage certified public accountants to issue
effort to cooperate with the special audit
an attestation report on the deposit and the
engagement and assume the necessary audit
use of proceeds. The Company shall spare
fees.
no effort to cooperate with the special audit
engagement and assume the necessary audit
fees.
The Board shall report to the Listing
Place Stock Exchanges and release an
announcement within two trading days upon
the receipt of the attestation report mentioned
in the preceding article. If the attestation
report identifies any non-compliance in
management and use of proceeds of the
Company, the Board shall also announce
the incompliance, the consequences of such
incompliance that have occurred or may
occur and actions that have taken or to be
taken.
— 60 —
Appendix III
DETAILS OF AMENDMENTs TO THE ADMINISTRATIVE MEASURES ON FUND
RAISING OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing text
Revised text
22.
Article 47 The sponsor and the Company
Article 55 The sponsor and the Company
shall agree on the Sponsor Agreement
shall agree on the Sponsor Agreement
that the sponsor shall conduct at least one
that the sponsor shall conduct at least one
onsite survey for the use of proceeds of the
onsite survey for the use of proceeds of the
Company quarterly. If the sponsor identifies
Company quarterly. If the sponsor identifies
any non-compliance in management of
any non-compliance in management of
proceeds of the Company in the investigation,
proceeds of the Company in the investigation,
it shall report to the Listing Place Stock
it shall report to the Listing Place Stock
Exchanges in a timely manner.
Exchanges in a timely manner.
The
sponsor
shall
fulfil
sponsor
responsibilities for the management and
use of proceeds of the Company and
continuously supervise such work pursuant
to the requirements of Measures for the
Administration of the Sponsorship of the
Offering and Listing of Securities of the PRC
(《證券發行上市保薦業務管理辦法》).
23.
Nil
Article 56 Following the end of each fiscal
year, the Board of the Company shall
disclose the conclusive opinions of the
special review report issued by the sponsor
and the attestation report issued by certified
public accountants in the Special Report of
Proceeds.
— 61 —
Appendix IV Details of Amendments to the Rules of Procedure for General Meetings
of China Railway Construction Corporation Limited
DETAILS OF AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL
MEETINGS OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
No.
Existing Text
Revised Text
1.
Article 36 The Company shall hold
Article 36 The Company shall hold
the general meeting at the residence of
the general meeting at the residence of
corporation or the place specified in the
corporation or the place specified in the
Articles of Association.
Articles of Association.
The general meeting shall set a meeting
The general meeting shall set a meeting
site and be held in the form of on-the-sport
site and be held in the form of on-the-sport
meeting. Under the precondition of ensuring
meeting. Under the precondition of ensuring
a legal (including not violating the rules of
a legal (including not violating the rules of
the stock exchange at the place of securities
the stock exchange at the place of securities
listing) and effective general meeting, the
listing) and effective general meeting, the
Company may provide convenience for
Company shall provide convenience for
shareholders to participate in the meeting
shareholders to participate in the meeting
by using safe, economic and convenient
by using safe, economic and convenient
network voting or other means. Shareholders
network voting or other means. Shareholders
participating in the general meeting by
participating in the general meeting by
aforesaid means will be deemed attend the
aforesaid means will be deemed attend the
meeting.
meeting.
The shareholders may attend the general
The shareholders may attend the general
meeting in person, and also may authorize
meeting in person, and also may authorize
others to attend and exercise the voting right
others to attend and exercise the voting right
within the scope of authorization. Both have
within the scope of authorization. Both have
the equal legal effect.
the equal legal effect.
Article 61 When the general meeting
Article 61 When the general meeting
considers matters relating to a connected
considers matters relating to a connected
transaction, the connected shareholders shall
transaction, the connected shareholders shall
avoid voting, and the number of voting shares
avoid voting, and the number of voting shares
represented by them shall not count into the
represented by them shall not count into the
total number of valid voting shares.
total number of valid voting shares.
2.
— 62 —
Appendix IV Details of Amendments to the Rules of Procedure for General Meetings
of China Railway Construction Corporation Limited
No.
Existing Text
Revised Text
When material issues affecting the interests of
minority investors are considered at a general
meeting, the votes of minority investors shall
be counted separately. The separate votes
counting results shall be disclosed publicly in
a timely manner.
The Company’s shares held by itself shall not
carry voting rights, and those shares shall not
be included in calculating the total number of
shares carrying voting rights upon attendance
at a general meeting.
The Board of Directors, Independent
Directors and shareholders who meet the
relevant requirements of the Company
may publicly solicit voting rights from
shareholders. While soliciting voting rights
from shareholders, sufficient disclosure
of information such as the specific voting
preference shall be made to the shareholders
from whom voting rights are being solicited.
No consideration or other form of de facto
consideration shall be involved in the
solicitation of voting rights from shareholders.
The Company shall not impose any limitation
related to the minimum shareholding ratio on
the solicitation of voting rights.
— 63 —
Appendix IV Details of Amendments to the Rules of Procedure for General Meetings
of China Railway Construction Corporation Limited
No.
Existing Text
Revised Text
3.
Article 67 The shareholders present at a
Article 67 The shareholders present at a
general meeting shall express one of the
general meeting shall express one of the
following opinions on motions that are put to
following opinions on motions that are put
a vote: consent, opposition or abstention.
to a vote: consent, opposition or abstention,
except that securities registration and
settlement institutions, being the nominal
holders of shares subject to Shanghai-Hong
Kong stock connect, may express opinions
according to the intentions of actual holders.
4.
Article 76 If resolutions of the general
Article 76 If resolutions of the general
meeting violate the laws and administrative
meeting violate the laws and administrative
regulations, the shareholders are entitled to
regulations, the shareholders are entitled to
petition the people’s court to declare the
petition the people’s court to declare the
resolutions invalid.
resolutions invalid.
If the convening procedures and voting means
The controlling shareholder(s) and actual
of the general meeting violate the laws,
controller(s) of the Company should not
administrative regulations or the Articles of
cause any restriction or obstruction on the
Association, or the resolutions violate the
exercise of their voting rights by minority
Articles of Association, the shareholders
investors in accordance with laws and should
are entitled to petition the people’s court to
not infringe the legal rights of the Company
rescind the resolutions within 60 days since
and minority investors.
the resolutions are made.
If the convening procedures and voting means
of the general meeting violate the laws,
administrative regulations or the Articles of
Association, or the resolutions violate the
Articles of Association, the shareholders
are entitled to petition the people’s court to
rescind the resolutions within 60 days since
the resolutions are made.
— 64 —
Notice of EGM
NOTICE OF 2015 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2015 First 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 Thursday, 5 February 2015 for the purposes of considering, and if thought fit, passing
the following resolutions:
ORDINARY RESOLUTIONS
1.
Resolution in relation to the satisfaction of the conditions for non-public issuance of A shares of
the Company.
2.
Resolution in relation to the feasibility analysis report on the use of proceeds from the fund
raising of the non-public issuance of shares of the Company.
3.
Resolution in relation to the report on the use of proceeds from the previous fund raising.
4.
Resolution in relation to the amendments to the administrative measures on fund raising of
China Railway Construction Corporation Limited.
5.
Resolution in relation to the plan of the overseas listing of Kunming China Railway Large
Maintenance Machinery Co., Ltd.*（昆明中鐵大型養路機械集團有限公司）.
6.
Resolution in relation to the compliance of the overseas listing of Kunming China Railway
Large Maintenance Machinery Co., Ltd.*, a subsidiary of the Company, with the Circular on
Issues in Relation to Regulating Overseas Listing of Subsidiaries of Domestic Listed Companies
（《關於規範境內上市公司所屬企業到境外上市有關問題的通知》）.
— 65 —
Notice of EGM
7.
Resolution in relation to the undertaking of the Company to maintain its independent listing
status.
8.
Resolution in relation to the description of sustained profitability and prospects of the Company.
9.
Resolution in relation to authorization to the Board and its authorized persons to deal with
matters relating to the spin-off and listing of Kunming China Railway Large Maintenance
Machinery Co., Ltd.*.
SPECIAL RESOLUTIONS
1.
Resolution in relation to the non-public issuance of A shares of the Company:
1.01 Class and par value of shares to be issued
1.02 Target subscribers
1.03 Number of shares to be issued and the method of subscription
1.04 Method of issuance
1.05 Pricing benchmark date, issue price and method of pricing
1.06 Lock-up period arrangement
1.07 Place of listing
1.08 Use of proceeds from fund raising
1.09 Accumulated profit distribution of the Company prior to this issuance
1.10 Valid term of the resolution relating to this issuance
2.
Resolution in relation to the plan on the non-public issuance of A shares of the Company.
3.
Resolution in relation to the authorization to the Board and its authorized persons to deal with
matters relating to this issuance at their absolute discretion.
4.
Resolution in relation to the shareholders’ return plan for the coming three years (2015–2017)
of China Railway Construction Corporation Limited.
— 66 —
Notice of EGM
5.
Resolution in relation to the amendments to the articles of association of China Railway
Construction Corporation Limited.
6.
Resolution in relation to the amendments to the rules of procedure for general meetings of
China Railway Construction Corporation Limited.
By order of the Board
China Railway Construction Corporation Limited
MENG Fengchao
Chairman
Beijing, the PRC
17 December 2014
* For identification purpose only
Notes:
(a)
A circular containing the details in relation to the resolutions aforesaid will be despatched to the
Shareholders as soon as practicable.
(b)
The H Share register of members of the Company will be temporarily closed from Tuesday,
6 January 2015 to Thursday, 5 February 2015 (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 Monday, 5 January
2015, are entitled to attend and vote at the EGM after completing the registration procedures for
attending the EGM.
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
— 67 —
Notice of EGM
(c)
A Shareholder(s) and H Shareholder(s) of the Company, who intend to attend the EGM, must
complete the written reply slips for attending the EGM and return the same to the Secretariat of
the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e.
on or prior to Thursday, 15 January 2015.
Details of the Secretariat of the Board of Directors of the Company are as follows:
East, No. 40 Fuxing Road
Haidian District
Beijing
The People’s Republic of China
Postal code: 100855
Fax: (8610) 5268 8302
(d)
Each holder of H Shares 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.
(e)
The instrument appointing a proxy by the shareholders must be signed by the person appointing
the proxy or an attorney duly authorized 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 authorization, shall be notarially certified.
(f)
To be valid, for H Shareholder(s), the form of proxy, and if the form of proxy 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 at the 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.
(g)
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
Shareholder(s), only that the form of proxy or other documents of authorization must be
delivered to the Secretariat of the Board, 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.
— 68 —
Notice of EGM
(h)
If a proxy attends the EGM on behalf of a Shareholder, he 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.
(i)
Shareholders attending the EGM are responsible for their own transportation and accommodation
expenses.
— 69 —
Notice of H Shareholders’ Class Meeting
NOTICE OF 2015 FIRST H SHAREHOLDERS’ CLASS MEETING
NOTICE IS HEREBY GIVEN that the 2015 First H Shareholders’ Class Meeting (the “H
Shareholders’ Class Meeting”) 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”) in the morning on Thursday, 5 February 2015 immediately
following the conclusion of the 2015 first extraordinary general meeting and the A shareholders’ class
meeting or any adjournment thereof for the purposes of considering, and if thought fit, passing the
following resolutions:
SPECIAL RESOLUTIONS
1.
Resolution in relation to the non-public issuance of A shares of the Company:
1.01 Class and par value of shares to be issued
1.02 Target subscribers
1.03 Number of shares to be issued and the method of subscription
1.04 Method of issuance
1.05 Pricing benchmark date, issue price and method of pricing
1.06 Lock-up period arrangement
1.07 Place of listing
1.08 Use of proceeds from the fund raising
— 70 —
Notice of H Shareholders’ Class Meeting
1.09 Accumulated profit distribution of the Company prior to this issuance
1.10 Valid term of the resolution relating to this issuance
2.
Resolution in relation to the plan on the non-public issuance of A shares of the Company
By order of the Board
China Railway Construction Corporation Limited
MENG Fengchao
Chairman
Beijing, the PRC
17 December 2014
Note:
(a)
A circular containing the details in relation to the resolutions aforesaid will be despatched to the Shareholders as
soon as practicable.
(b)
The H Share register of members of the Company will be temporarily closed from Tuesday, 6 January 2015 to
Thursday, 5 February 2015 (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 Monday, 5 January 2015, are entitled to attend and vote at the H Shareholders’ Class
Meeting after completing the registration procedures for attending the H Shareholders’ Class Meeting.
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
(c)
H Shareholder(s) of the Company, who intend to attend the H Shareholders’ Class Meeting, must complete the
written reply slips for attending the H Shareholders’ Class Meeting and return the same to the Secretariat of the
Board of Directors of the Company not later than 20 days before the date of the H Shareholders’ Class Meeting,
i.e. on or prior to Thursday, 15 January 2015.
Details of the Secretariat of the Board of Directors of the Company are as follows:
East, No. 40 Fuxing Road
Haidian District
Beijing
The People’s Republic of China
Postal code: 100855
Fax: (8610) 5268 8302
— 71 —
Notice of H Shareholders’ Class Meeting
(d)
Each holder of H Shares who has the right to attend and vote at the H Shareholders’ Class Meeting is entitled to
appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the H
Shareholders’ Class Meeting. A proxy of a shareholder who has appointed more than one proxy shall only vote
on a poll.
(e)
The instrument appointing a proxy by the shareholders must be signed by the person appointing the proxy or
an attorney duly authorized 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 authorization, shall be
notarially certified.
(f)
To be valid, for H Shareholder(s), the form of proxy, and if the form of proxy 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 at the 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong,
not less than 24 hours before the time fixed for holding the H Shareholders’ Class Meeting or any adjournment
thereof.
(g)
If a proxy attends the H Shareholders’ Class Meeting on behalf of a shareholder, he 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
H Shareholders’ Class Meeting, such representative shall produce his identification document and the notarized
copy of the resolution passed by the board of directors or other authority or other notarized copy of the license
issued by such legal person shareholder.
(h)
Shareholders attending the H Shareholders’ Class Meeting are responsible for their own transportation and
accommodation expenses.
— 72 —