ARTICLES OF ASSOCIATION OF CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED (A ...

143 Pages·2017·1.07 MB·English

ARTICLES OF ASSOCIATION
OF
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED

(A joint stock limited company incorporated in the People’s Republic of China)

*The Articles of Association was originally drafted in Chinese and the English translation is not an
official version and for your reference only. In case of any inconsistencies and discrepancies
between the Chinese version and the English version, the Chinese version shall prevail.

Adopted at the First Extraordinary General Meeting of the Company on 5 November 2007.
Approved by the State-owned Assets Supervision and Administration Commission of the State
Council on 19 December 2007.
Amended at the 2007 Annual General Meeting of the Company on 26 June 2008.
Amended at the 2008 Annual General Meeting of the Company on 19 June 2009.
Approved by the State-owned Assets Supervision and Administration Commission of the State
Council on 31 August 2009.
Amended at the 2010 Annual General Meeting of the Company on 31 May 2011. Approved by
the State-owned Assets Supervision and Administration Commission of the State Council on
19 August 2011.
Amended at the 2011 Annual General Meeting of the Company on 12 June 2012. Approved by
the State-owned Assets Supervision and Administration Commission of the State Council on 6
August 2012.
Amended at the 2012 Second Extraordinary General Meeting of the Company on 28 December 2012.
Amended at the 2015 First Extraordinary General Meeting of the Company on 5 February 2015.
Amended at the 2015 Annual General Meeting of the Company on 16 June 2016.
Amended at the 2017 First Extraordinary General Meeting of the Company on 30 October 2017.
Amended at the 2017 Annual General Meeting of the Company on 11 June 2018.
TABLE OF CONTENTS

CHAPTER1. GENERALPROVISIONS...................................................................................................................................................................................................1

CHAPTER2. PURPOSE ANDSCOPE OF BUSINESS.....................................................................................................................................................................2

CHAPTER3. SHARES ANDREGISTEREDCAPITAL...................................................................................................................................................................3

CHAPTER4. REDUCTIONOF CAPITAL ANDBUYBACK OF SHARES..........................................................................................................................7

CHAPTER5. FINANCIAL ASSISTANCE FOR THEPURCHASE OF COMPANYSHARES................................................................................10

CHAPTER6. SHARE CERTIFICATES AND REGISTEROF SHAREHOLDERS..........................................................................................................11

CHAPTER7. RIGHTS AND OBLIGATIONS OF THE SHAREHOLDERS........................................................................................................................16

CHAPTER8. GENERALMEETING........................................................................................................................................................................................................20

CHAPTER9. SPECIAL VOTINGPROCEDURES FORCLASS SHAREHOLDERS......................................................................................................40

CHAPTER10. BOARD OF DIRECTORS.................................................................................................................................................................................................43

CHAPTER11. SECRETARY TO THE BOARD...................................................................................................................................................................................66

CHAPTER12. PRESIDENT AND OTHERSENIOR MANAGEMENTMEMBERS........................................................................................................70

CHAPTER13. SUPERVISORY COMMITTEE.....................................................................................................................................................................................72

CHAPTER14. QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS, SUPERVISORS, PRESIDENT AND OTHER
SENIORMANAGEMENT MEMBERS OF THECOMPANY........................................................................................................................................................76

CHAPTER15. PARTY COMMITTEE........................................................................................................................................................................................................83

CHAPTER16. FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTIONOF PROFITS......................................................................84

CHAPTER17. ENGAGEMENT OF ACCOUNTINGFIRMS........................................................................................................................................................91

CHAPTER18. INFORMATION DISCLOSURE...................................................................................................................................................................................93

CHAPTER19. MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY........................................................................94

CHAPTER20. AMENDMENT OF THECOMPANY’S ARTICLES OF ASSOCIATION..............................................................................................97

CHAPTER21. NOTICES AND ANNOUNCEMENTS......................................................................................................................................................................98

CHAPTER22. DISPUTE RESOLUTION................................................................................................................................................................................................100

CHAPTER23. SUPPLEMENTARYPROVISIONS..........................................................................................................................................................................100

APPENDIX ONE RULES OF PROCEDURE FOR GENERAL MEETINGS OF CHINA RAILWAY CONSTRUCTION
CORPORATION LIMITED............................................................................................................................................................................................................................103

APPENDIX TWO RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS OF CHINA RAILWAY
CONSTRUCTION CORPORATION LIMITED................................................................................................................................................................................122

APPENDIX THREE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE OF CHINA RAILWAY
CONSTRUCTION CORPORATION LIMITED................................................................................................................................................................................134
CHAPTER 1. GENERAL PROVISIONS

Article 1. These Articles of Association have been formulated in accordance with the
Company Law of the People’s Republic of China (the “Company Law”), the
Securities Law of the People’s Republic of China (the “Securities Law”), the Special
Regulations of the State Council for the Share Offerings and Listings Overseas of
Joint Stock Limited Companies (the “Special Regulations”), the Mandatory
Provisions of Articles of Association of Companies That List Overseas (the
“Mandatory Provisions”), the Guidelines for the Articles of Association of Listed
Companies (the “AOA Guidelines”), the Listing Rules of the Shanghai Stock
Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited, the Constitution of the Communist Party of China and other
relevant laws of the People’s Republic of China (the “PRC”) (for the purposes of these
Articles of Association, exclusive of the laws of Hong Kong Special Administrative
Region, the Macao Special Administrative Region or Taiwan), in order to protect the
lawful rights and interests of China Railway Construction Corporation Limited
(the “Company”) and its shareholders and creditors, and regulate the organization
and acts of the Company.

Article 2. Following approval by the State-owned Assets Supervision and Administration
Commission of the State Council by virtue of the Official Reply for the
Establishment of China Railway Construction Corporation Limited (ref. Guo Zi Gai
Ge [2007] No. 1218), the Company was established pursuant to the Company Law
and other relevant regulations solely by China Railway Construction Corporation
(“CRCCG”) by means of sponsorship, was registered with the State Administration
for Industry and Commerce on November 5, 2007, and obtained a business license
of an enterprise with legal personality. The registration number of the Company’s
business license of an enterprise with legal personality. The unified social credit
code of the Company is 91110000710935150D.

Article 3. The Company’s registered name:
Full name in Chinese: 中国铁建股份有限公司
Abbreviated name in Chinese: 中国铁建
Full name in English: China Railway Construction Corporation Limited
Abbreviated name in English: CRCC

Article 4. The Company’s domicile: Dongyuan, 40 Fuxing Lu, Haidian District, Beijing
Postal code: 100855

Article 5. The legal representative of the Company shall be the chairman of its Board of
Directors.

Article 6. The Company is a joint stock limited company existing in perpetuity.

Article 7. These Articles of Association shall enter effect on the date that the Company’s
overseas listed foreign investment shares are listed and begin trading on the Stock
Exchange of Hong Kong (the “SEHK”). The Company’s current Articles of
Association shall automatically become null and void on the date that these Articles
of Association enter into effect.

These Articles of Association shall become a legally binding document that
regulates the organization and acts of the Company and the rights and obligations
1
between the Company and the shareholders and between shareholders inter se from
the date on which they become effective.

Article 8. These Articles of Association shall be binding upon the Company and its
shareholders, directors, supervisors, President and other senior management
members. All the above persons may make claims related to Company matters in
accordance with these Articles of Association.

Subject to Article 303 of these Articles of Association, shareholders may sue
shareholders; shareholders may sue directors, supervisors, the President and other
senior management members of the Company; shareholders may sue the
Company; and the Company may sue shareholders, directors, supervisors, the
President and other senior management members in accordance with these Articles
of Association.

For the purposes of the preceding paragraph, the term “sue” shall include the
institution of proceedings in a court or the application to an arbitration institution
for arbitration.

Article 9. For the purposes of these Articles of Association, the term “other senior
management members” or “other senior management members” means the
Company’s Vice Presidents, Chief Accountant, Chief Engineer, Chief Economist,
Secretary to the Board, Chief Legal Counsel and other personnel that the Board
of Directors may engage.

Article 10. All the assets of the Company are divided into shares of equal value
Shareholders shall be liable to the Company to the extent of the shares they
subscribed for. The Company shall be liable for its debts to the extent of all of its
assets.

Article 11. The Company may invest in other limited liability companies and joint stock
limited companies. Its liability towards an investee company shall be limited to
the extent of the amount of capital contributed thereto.

Article 12. As required by the Constitution of the Communist Party of China, the Company shall
establish an organization of the Communist Party of China, in which the Party organization
shall play the core leadership role and core political role, providing direction, managing the
overall situation and ensuring implementation. The Company shall establish the working
institutions of the Party, which shall be equipped with sufficient staff to deal with Party
affairs and provided with sufficient funds to operate the Party organization.

CHAPTER 2. PURPOSE AND SCOPE OF BUSINESS

Article 13. The business purpose of the Company is: to operate in accordance with the law,
base its acts on good faith, harmony, naturalness, construct quality products for owners,
create value for the public and maximize profits for shareholders.

2
Article 14. The scope of business of the Company shall be its scope of business as approved
by the registration and administration departments for industry and commerce and shall
include:

(1) surveying, design, technical consulting and general contracting for
railway, highway, urban rail transport, airport, port, pier, tunnel, bridge,
water conservancy, electric power, post, telecommunication, mining, forestry,
urban infrastructure, industrial and civil construction projects and for lines,
pipelines and equipment installation;

(2) contracting for projects outside the PRC and international projects inside
the PRC;

(3) contracting for geological disaster prevention projects;
(4) management of project construction;
(5) manufacturing and installation of industrial equipment;
(6) real estate development and operation;
(7) wholesale and retail of motor vehicles, ferrous metals, lumber, cement,
fuel, construction materials, chemical products (other than hazardous
chemicals), mechanical and electrical products, reinforced concrete products
and railway line apparatus and materials;

(8) warehousing;

(9) leasing of mechanical equipment and construction and installation
equipment;

(10) fitting out and decoration of structures;
(11) import and export; and
(12) technical consulting and technical services relating to the foregoing.

Article 15. The Company may, based on domestic and foreign market demand, its own
development capabilities and business requirements, revise its scope of business in
accordance with the law and establish branches inside and outside the PRC,
provided that its secures the approval of the SAIC, the registration and
administration departments for industry and commerce, and carries out the procedures
for the amendment of its registration.

CHAPTER 3. SHARES AND REGISTERED CAPITAL

Article 16. The Company shall have common shares at all times. The Company may have
other classes of shares according to need, upon approval by the authority that is
authorized by the State Council to approve companies. The shares of the
Company shall take the form of share certificates.

3
Article 17. All the shares issued by the Company shall have a par value, which shall be
RMB¥1 for each share.

For the purposes of the preceding paragraph, “RMB¥” or “Renminbi” means the
legal tender of the PRC.

Article 18. The shares of the Company shall be issued in accordance with the principles of
openness, equitability and fairness. Each share of the same class shall carry the
same rights.

Shares of the same class and the same issue shall be issued on the same conditions
and at the same price. Any entity or individual shall pay the same price for each
of the shares for which it/he subscribes for.

Article 19. The Company may offer shares to domestic investors and foreign investors
following approval by the China Securities Regulatory Commission (the “CSRC”).

For the purposes of the preceding paragraph, the term “foreign investors” shall
mean investors from foreign countries or from the Hong Kong Special
Administrative Region, the Macao Special Administrative Region or Taiwan that
subscribe for shares issued by the Company, and the term “domestic investors”
shall mean investors inside the PRC, excluding the above-mentioned regions, that
subscribe for shares issued by the Company.

Article 20. Shares issued by the Company to domestic investors and to other qualified
investors to be subscribed for in Renminbi are referred to as “domestic investment
shares”. Shares issued by the Company to foreign investors and to other qualified
investors to be subscribed for in foreign currency are referred to as “foreign
investment shares”.

For the purposes of the preceding paragraph, the term “foreign currency” means
the legal tender, other than the Renminbi, of another country or region that can be
used to pay subscription moneys to the Company and which is recognized by the
competent state foreign exchange control authority.

The shares whose trading on a domestic stock exchange has been approved by the
authority authorized by the State Council are of the same class and are collectively
referred to as “domestic investment shares”. The shares whose trading on a
foreign stock exchange has been approved by the authority authorized by the State
Council are of the same class and are collectively referred to as “overseas listed
foreign investment shares”.

Both holders of domestic investment shares and overseas listed foreign investment
shares are holders of common shares and shall enjoy identical rights and bear
identical obligations.

Article 21. The domestic investment shares issued by the Company shall be centrally
deposited with China Securities Depository and Clearing Corporation Limited.

4
Article 22. Following approval by the approval authority authorized by the State Council, the
Company issued a total Eight Billion common shares, representing 100 percent of
the Company’s outstanding common shares, to its sponsor at the time of its
establishment, and all of them were subscribed for, and are held by, the sponsor,
CRCCG.

Article 23. After its establishment, the Company, following approval by the CSRC, publicly
offered 2,450,000,000 Renminbi denominated common shares and 1,706,000,000
overseas listed foreign investment shares, which were listed on the Shanghai Stock
Exchange and the SEHK on March 10, 2008 and March 13, 2008 respectively.
Pursuant to the Provisional Measures for the Administration of the Reduction of
the Holding of State-Owned Shares in Order to Raise Social Security Funds and
relevant State Council regulations, the Company’s state-owned shareholder,
simultaneously with the offering of the overseas listed foreign investment shares,
transferred 170,600,000 of the state-owned shares that it held into the possession
of the National Council for Social Security Fund. As approved by the CSRC, the
Company issued additional 181,541,500 overseas listed foreign investment shares upon
the exercise of the over-allotment option during the issue of overseas listed foreign
investment shares. Meanwhile, the state-owned shareholder of the Company
transferred 18,154,500 of the state-owned shares that it held into the possession of
the National Council for Social Security Fund. On 22 September 2009, CRCCG
transferred 245,000,000 state-owned shares that it held to the
National Council for Social Security Fund.

Upon the completion of the aforesaid issuance and transfer of shares, the Company
had registered capital of RMB12,337,541,500, and, a total share capital of
12,337,541,500 shares, among which 10,261,245,500 shares were Renminbi
denominated common shares and 2,076,296,000 shares were overseas listed
foreign investment shares, accounting for 83.17% and 16.83% of the total share
capital respectively.

As approved by Approval (No. [2015] 1412) of the CSRC, the Company issued
1,242,000,000 Renminbi denominated common shares through a non-public
issuance. Upon the completion of the issuance, the Company has registered
capital of RMB13,579,541,500, and a total share capital of 13,579,541,500
shares, among which 11,503,245,500 shares are Renminbi denominated
common shares and 2,076,296,000 shares are overseas listed foreign investment
shares, accounting for 84.71% and 15.29% of the total share capital respectively.

Article 24. After the Company’s plan for the offering of domestic investment shares and
overseas listed foreign investment shares has been approved by the CSRC, the
Board of Directors of the Company may arrange for implementation of such plan
by means of separate issues.

The Company’s plans for the offerings of domestic investment shares and overseas
listed foreign investment shares in accordance with the preceding paragraph may
be implemented separately within 15 months from the date of approval by the
CSRC.

5
Article 25. If the Company offers domestic investment shares and overseas listed foreign
investment shares separately within the total number of shares specified in the
offer plan, each such offering shall be fully subscribed for in one time. If special
circumstances make it impossible for each such offering to be fully subscribed for
in one time, the shares may be offered in installments, subject to the approval of
the CSRC.

Article 26. The registered capital of the Company at the time of its establishment was Eight
Billion Yuan Renminbi. After the initial public offering of domestic investment
shares and overseas listed foreign investment shares and the partial exercise of the
overallotment option, the change in the Company’s registered capital shall be
registered with the registration and administration departments for industry and
commerce.

Article 27. Save as otherwise provided in laws, shares in the Company may be transferred
freely and shall be clear of any lien. The transfer of overseas listed foreign
investment shares listed in Hong Kong shall be registered with the local share
registrar appointed by the Company.

Article 28. The Company shall not accept its own share certificates as the subject matter of a
pledge.

Article 29. The shares of the Company held by the sponsor may not be transferred within
three years from the date of the initial public offering of shares by the Company
and their listing and commencement of trading on the stock exchange.

The directors, supervisors and senior management members of the Company shall
report to the Company the shares of the Company that they hold and the changes
in their shareholdings. A director, supervisor or senior officer may not transfer
the shares of the Company he or she holds within one year from the date on which
the Company’s shares are listed and begin to trade. Thereafter, during his or her
term of service, he or she may not transfer more than 25% of his or her total
holding of the Company’s shares each year. Any of them may not transfer the
Company’s shares he or she holds within 6 months after his or her departure from
the Company.

Article 30. If a director, supervisor or senior officer of the Company, or a holder of at least 5
percent of the domestic investment shares of the Company, sells the shares of the
Company that he or she holds within six months after acquiring the same, or buys
such shares back within six months after selling the same, the gains obtained
therefrom shall belong to the Company and the Board of Directors of the Company
shall recover such gains from him or her. However, a securities company that
underwrote shares on a firm commitment basis and which, after purchasing the
shares remaining after the sale, holds at least 5 percent of the shares shall not be
subject to the six month time limit when selling such shares.

If the Board of Directors of the Company fails to act in accordance with the
preceding paragraph, shareholders shall have the right to demand that the Board of
Directors act within 30 days. If the Board of Directors of the Company fails to act
within such time period, shareholders shall have the right, in the interests of the
Company, to directly institute a legal action in a court in their own name.

6
If the Board of Directors of the Company fails to act in accordance with the first
paragraph, the responsible directors shall be jointly and severally liable in
accordance with the law.

CHAPTER 4. REDUCTION OF CAPITAL AND BUYBACK OF SHARES

Article 31. Based on its business and development requirements, in accordance with the law
and subject to a resolution of the general meeting, the Company may increase its
capital by any of the following methods:

(1) a public offering of shares;

(2) a private placement of shares;

(3) allotment of new shares to existing shareholders;

(4) conversion of funds in the capital common reserve to share capital; or

(5) another method permitted by laws and administrative regulations or
approved by the approval authority authorized by the State Council.

If the Company is to increase its capital by an offering of new shares, it shall do so
by the procedure provided for in relevant state laws after such increase has been
approved in accordance with these Articles of Association.

Article 32. The Company may reduce its registered capital. If the Company reduces its
registered capital, it shall do by the procedure set forth in the Company Law, other
relevant regulations and these Articles of Association.

Article 33. If the Company is to reduce its capital, it must prepare a balance sheet and a list of
its property.

The Company shall notify its creditors within 10 days from the date of adoption of
the resolution to reduce its registered capital and publish a public announcement of
the resolution in newspapers designated by the relevant regulator of the place
where the Company’s shares are listed at least three times within 30 days and post
the same on its website and the website of the relevant stock exchange in
accordance with the requirements of the place where Company shares are listed.
Creditors shall, within 30 days of receiving written notice, or within 45 days of the
date of the public announcement for those who have not received written notice, be
entitled to require the Company to pay its debts in full or to provide a
corresponding security for repayment.

The reduced registered capital of the Company may not be less than the statutory
minimum.

Article 34. The Company may, in the following circumstances, buy back its own outstanding
shares by the procedure provided for in laws and these Articles of Association,
after approval by the approval authority authorized by the State Council:

(1) cancellation of shares in order to reduce its capital;

(2) merger with another company holding shares of the Company;
(3) grant of shares as an incentive to its employees;
7
(4) a shareholder opposes a resolution on the merger or division of the
Company adopted at a general meeting and requests that the Company
purchase his or her shares; or

(5) another circumstance approved in laws or administrative regulations or by
the approval authority authorized by the State Council.

Except under the above circumstances, the Company may not trade in its own
shares.

Article 35. Following approval by the approval authority authorized by the State Council to
buy back its own shares, the Company may elect to do so by any of the following
methods:

(1) issuance to all of the shareholders of a buyback offer on a pro rata basis;
(2) buyback through open transactions on a stock exchange;
(3) buyback by agreement outside a stock exchange; or

(4) another method approved in laws, administrative regulations or by the
approval authority authorized by the State Council.

Article 36. If the Company is to buy back shares by agreement outside a stock exchange, prior
approval shall be obtained from the general meeting in accordance with these
Articles of Association. Upon prior approval by the general meeting obtained in
the same manner, the Company may terminate or vary a contract concluded in the
manner set forth above or waive any of its rights under such contract.

For the purposes of the preceding paragraph, “contracts for the buyback of shares”
shall include but not be limited to agreements whereby buyback obligations are
undertaken and buyback rights are acquired.

The Company may not transfer a contract for the buyback of its own shares or any
of its rights thereunder.

With respect to redeemable shares which the Company has the right to buy back, if
the buyback is to be made in a manner other than through the market or by tender,
the buyback price must be limited to a maximum price; if the buyback is to be
made by tender, tenders shall be available to all shareholders alike.

Article 37. The purchase by the Company of its own shares for a reason specified in items (1)
to (3) of Article 34 of these Articles of Association shall require a resolution of the
general meeting. If the Company purchases its shares for the reason specified in
item (1) of Article 34, it shall cancel such shares within 10 days from the date of
the purchase. If the Company purchases its shares for the reason specified in
item (2) or item (4), it shall transfer or cancel such shares within six months.

8