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中国铁建(01186) - 2025 - 中期业绩
2025-08-29 09:57
[Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) This section defines common terms used in the report, ensuring readers have a clear understanding of the content, primarily covering key terms such as the Company, Group, controlling shareholder, Board of Directors, and Stock Exchange - The reporting period refers to January-June 2025, with the end of the reporting period on June 30, 2025; the same period last year was January-June 2024, and the end of last year was December 31, 2024[10](index=10&type=chunk) [Section II Company Profile and Key Financial Indicators](index=6&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of China Railway Construction Corporation Limited's basic information, contact details, stock profile, and key accounting data and financial indicators for the reporting period, noting a year-on-year decrease in operating revenue and total profit, but an increase in total assets and net assets attributable to shareholders [I. Company Information](index=6&type=section&id=I.%20Company%20Information) The company's Chinese name is China Railway Construction Corporation Limited, abbreviated as CRCC, with Dai Hegen as its legal representative - The company's legal representative is **Dai Hegen**[11](index=11&type=chunk) [II. Contact Persons and Information](index=6&type=section&id=II.%20Contact%20Persons%20and%20Information) The company's Board Secretary and Joint Company Secretary is Jing Jing, and the Securities Affairs Representative is Wang Junshan, with the contact address for all being China Railway Construction Building, East Courtyard, No. 40 Fuxing Road, Haidian District, Beijing Company Contact Information | Position | Name | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Jing Jing | 010-52688600 | 010-52688302 | ir@crcc.cn | | Joint Company Secretary | Jing Jing, Luo Zhenbiao | 010-52688600 | 010-52688302 | ir@crcc.cn | | Securities Affairs Representative | Wang Junshan | 010-52688600 | 010-52688302 | ir@crcc.cn | [III. Brief Introduction to Changes in Basic Information](index=6&type=section&id=III.%20Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) During the reporting period, there were no changes in the company's basic information, such as its registered address, office address, or website - The company's registered address and office address are both China Railway Construction Building, East Courtyard, No. 40 Fuxing Road, Haidian District, Beijing, postal code 100855; the company's Hong Kong office address is 23rd Floor, Railway Building, 39 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong; the company's website is www.crcc.cn, and its email address is ir@crcc.cn[12](index=12&type=chunk) - During the reporting period, there were no changes in the company's basic information[12](index=12&type=chunk) [IV. Brief Introduction to Changes in Information Disclosure and Document Storage Locations](index=7&type=section&id=IV.%20Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Storage%20Locations) During the reporting period, there were no changes in the company's selected information disclosure newspapers, website addresses for semi-annual reports, or report storage locations - The company's selected information disclosure newspapers are China Securities Journal, Shanghai Securities News, Securities Daily, and Securities Times[13](index=13&type=chunk) - The website addresses for publishing semi-annual reports are the Shanghai Stock Exchange website: www.sse.com.cn and the Hong Kong Stock Exchange website: www.hkex.com.hk[13](index=13&type=chunk) - The company's semi-annual report storage location is the Board of Directors Office of China Railway Construction Building, East Courtyard, No. 40 Fuxing Road, Haidian District, Beijing[13](index=13&type=chunk) - During the reporting period, there were no changes in the company's information disclosure and document storage locations[13](index=13&type=chunk) [V. Company Stock Profile](index=7&type=section&id=V.%20Company%20Stock%20Profile) The company's A-shares are listed on the Shanghai Stock Exchange, and H-shares are listed on the Hong Kong Stock Exchange, with stock abbreviations and codes remaining unchanged Company Stock Profile | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | | :--- | :--- | :--- | :--- | | A-share | Shanghai Stock Exchange | China Railway Construction | 601186 | | H-share | Hong Kong Stock Exchange | China Rail Cons | 1186 | [VI. Other Relevant Information](index=7&type=section&id=VI.%20Other%20Relevant%20Information) The company has appointed Ernst & Young Hua Ming LLP as its accounting firm, Beijing DeHeng Law Offices and Baker McKenzie as its legal advisors, and has A-share and H-share registrars - The company has appointed Ernst & Young Hua Ming LLP (Special General Partnership) as its accounting firm[15](index=15&type=chunk) - The company has appointed Beijing DeHeng Law Offices as its Chinese legal counsel and Baker McKenzie as its Hong Kong legal counsel[16](index=16&type=chunk) - The company's A-share registrar is China Securities Depository and Clearing Corporation Limited Shanghai Branch, and its H-share registrar is Hong Kong Registrars Limited[17](index=17&type=chunk) [VII. Company's Key Accounting Data and Financial Indicators](index=8&type=section&id=VII.%20Company%27s%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company's operating revenue and total profit decreased year-on-year, with net profit attributable to shareholders and basic earnings per share also declining, while total assets and net assets attributable to shareholders increased Key Accounting Data (January-June) | Key Accounting Data | Current Reporting Period (Jan–Jun) (RMB Thousand) | Same Period Last Year (RMB Thousand) | Change from Same Period Last Year (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 489,199,045 | 516,136,718 | -5.22 | | Total Profit | 15,353,454 | 17,861,036 | -14.04 | | Net Profit Attributable to Shareholders of Listed Company | 10,701,474 | 11,902,158 | -10.09 | | Net Profit Attributable to Shareholders of Listed Company after Deducting Non-recurring Gains and Losses | 9,879,419 | 11,150,727 | -11.40 | | Net Cash Flow from Operating Activities | -79,457,258 | -81,676,283 | Not Applicable | Key Accounting Data (Period-end) | Key Accounting Data | End of Current Reporting Period (RMB Thousand) | End of Last Year (RMB Thousand) | Change from End of Last Year (%) | | :--- | :--- | :--- | :--- | | Net Assets Attributable to Shareholders of Listed Company | 341,139,978 | 328,251,080 | 3.93 | | Total Assets | 2,006,635,769 | 1,862,842,522 | 7.72 | Key Financial Indicators (January-June) | Key Financial Indicators | Current Reporting Period (Jan–Jun) | Same Period Last Year | Change from Same Period Last Year | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 0.70 | 0.79 | -11.39% | | Diluted Earnings Per Share (Yuan/share) | 0.70 | 0.79 | -11.39% | | Basic Earnings Per Share after Deducting Non-recurring Gains and Losses (Yuan/share) | 0.64 | 0.73 | -12.33% | | Weighted Average Return on Net Assets (%) | 3.55 | 4.19 | Decrease of 0.64 percentage points | | Weighted Average Return on Net Assets after Deducting Non-recurring Gains and Losses (%) | 3.24 | 3.89 | Decrease of 0.65 percentage points | [VIII. Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=9&type=section&id=VIII.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) During the reporting period, there were no differences in the company's accounting data under domestic and overseas accounting standards [IX. Non-recurring Gains and Losses Items and Amounts](index=10&type=section&id=IX.%20Non-recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section lists the specific items and amounts of the company's non-recurring gains and losses during the reporting period, primarily including government subsidies, disposal gains/losses of non-current assets, and fair value changes of financial assets Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Items | Amount (RMB Thousand) | | :--- | :--- | | Disposal gains/losses of non-current assets, including the reversal of impairment provisions for assets | 12,032 | | Government subsidies recognized in current profit or loss, excluding those closely related to the company's normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss | 252,075 | | Gains and losses from changes in fair value of financial assets and financial liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and financial liabilities, except for effective hedging activities related to normal business operations | 177,011 | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 226,917 | | Debt restructuring gains and losses | 118,301 | | Other non-operating income and expenses apart from the above items | 253,861 | | Less: Income tax impact | 146,710 | | Impact on minority interests (after tax) | 71,432 | [X. Companies with Equity Incentives or Employee Stock Ownership Plans May Choose to Disclose Net Profit after Deducting the Impact of Share-based Payments](index=10&type=section&id=X.%20Companies%20with%20Equity%20Incentives%20or%20Employee%20Stock%20Ownership%20Plans%20May%20Choose%20to%20Disclose%20Net%20Profit%20after%20Deducting%20the%20Impact%20of%20Share-based%20Payments) The company does not have equity incentives or employee stock ownership plans, so this disclosure is not applicable [XI. Other](index=10&type=section&id=XI.%20Other) This section has no other matters requiring disclosure [Section III Management Discussion and Analysis (Board Report)](index=11&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis%20(Board%20Report)) This section discusses the company's industry development, main business operations, operating results, core competitiveness, asset and liability status, cash flow, investment status, and potential risks during the reporting period, noting growth in new contract value in engineering contracting and green environmental protection, but an overall decline in operating revenue and profit, while the company continues to advance technological innovation, refined management, and state-owned enterprise reform, actively fulfilling its social responsibilities [I. Explanation of the Company's Industry and Main Business Operations during the Reporting Period](index=11&type=section&id=I.%20Explanation%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20Operations%20during%20the%20Reporting%20Period) China Railway Construction, as a super-large integrated construction group, operates in engineering contracting, planning and design consulting, investment and operation, real estate development, industrial manufacturing, material logistics, green environmental protection, industrial finance, and strategic emerging industries; during the reporting period, the total output value of the construction industry increased by 0.2% year-on-year, infrastructure investment increased by 4.6%, but real estate development investment decreased by 11.2%, with the company's total new contract value decreasing by 4.04% year-on-year, while overseas business new contract value increased by 57.43% year-on-year [(I) Industry Development during the Reporting Period](index=11&type=section&id=(I)%20Industry%20Development%20during%20the%20Reporting%20Period) In the first half of 2025, China's construction industry's total output value was RMB 13,674.5 billion, a year-on-year increase of 0.2%; infrastructure investment grew by 4.6% year-on-year, with water transport industry investment increasing by 21.8%, water conservancy management industry investment by 15.4%, and railway transport industry investment by 4.2%; real estate development investment decreased by 11.2% year-on-year 2025 First Half Industry Development Overview | Indicator | Amount/Growth Rate | | :--- | :--- | | Total output value of construction industry | RMB 13,674.5 billion, year-on-year increase of 0.2% | | Added value of construction industry | RMB 3,821.1 billion, year-on-year increase of 0.7% | | National fixed asset investment (excluding rural households) | RMB 24,865.4 billion, year-on-year increase of 2.8% | | Infrastructure investment | Year-on-year increase of 4.6% | | Water transport industry investment | Increase of 21.8% | | Water conservancy management industry investment | Increase of 15.4% | | Railway transport industry investment | Increase of 4.2% | | National real estate development investment | RMB 4,665.8 billion, year-on-year decrease of 11.2% | | Residential investment | RMB 3,577.0 billion, year-on-year decrease of 10.4% | | Sales area of new commercial housing | 45,851 Ten Thousand square meters, year-on-year decrease of 3.5% | | Sales value of new commercial housing | RMB 4,424.1 billion, year-on-year decrease of 5.5% | - The engineering contracting industry maintained a high scale of development, with further industry concentration, but significant differentiation in sub-sectors, with rapid growth in water conservancy, energy, and power, while housing construction, highways, and municipal engineering declined[27](index=27&type=chunk) - Planning and design consulting business showed a downward trend, but new opportunities arose from emerging markets (such as rural construction, green environmental protection, new energy) and digital and intelligent transformation[28](index=28&type=chunk) - The real estate market showed marginal improvement driven by policies, but demand-side recovery still faces challenges, and the market is generally in a bottoming-out phase[31](index=31&type=chunk) - The industrial manufacturing industry was affected by the slowdown in transportation infrastructure construction investment, leading to intensified competition in the traditional general construction machinery market, but high-end equipment manufacturing and intelligent manufacturing brought development opportunities[32](index=32&type=chunk) - The material logistics industry performed below expectations due to decreased demand for construction materials, but green building material procurement policies and digital technology applications brought growth and efficiency improvements[33](index=33&type=chunk) - The green environmental protection industry, supported by national policies and technological innovation, is gradually becoming an important growth pole driving social and economic development[34](index=34&type=chunk) - Industrial finance, under a new round of financial regulatory system reform, emphasizes serving the real economy, encourages digital transformation of supply chain finance, and promotes the development of technology finance and green finance[35](index=35&type=chunk) [(II) Company's Business Operations during the Reporting Period](index=14&type=section&id=(II)%20Company%27s%20Business%20Operations%20during%20the%20Reporting%20Period) The company's core business, engineering contracting, covers multiple fields, using construction contract and financing contract models; planning and design consulting business continuously expands into new emerging fields; investment and operation business optimizes investment structure, focusing on new infrastructure, new energy, and other strategic emerging industries; real estate development business adheres to a focused approach, primarily residential development; industrial manufacturing industry forms three major business systems, promoting full industry chain collaboration; material logistics industry implements a "internal service, external output" strategy; green environmental protection business focuses on cultivating segmented areas of environmental governance; industrial finance adheres to the concept of serving the main business, forming five major platforms - Engineering contracting is the core and traditional industry of the Group, covering railway, highway, urban rail transit, water conservancy and hydropower, housing construction, municipal, bridge, tunnel, airport and port construction, and other fields, primarily adopting construction contract and financing contract models[36](index=36&type=chunk) - Planning and design consulting business continuously expands into new industries and fields such as intelligent transportation, modern tramways, urban comprehensive pipe corridors, urban underground space, ecological environment, and green environmental protection[37](index=37&type=chunk) - Investment and operation business, centered on high-quality development, shifts from investment-driven construction to returning to the essence of investment for profit, following a strategy of combining light and heavy assets, and long and short-term investments, to optimize the investment structure[38](index=38&type=chunk) - Real estate development business adheres to the principle of convergence and focus, concentrating on expanding projects in cities such as Beijing, Shanghai, Guangzhou, Chengdu, Xi'an, Hefei, and Hangzhou, adopting a business model primarily focused on residential development, supplemented by other industries[39](index=39&type=chunk) - The industrial manufacturing industry has formed three major business systems: equipment manufacturing, material production, and concrete PC component production, and is vigorously developing emerging businesses such as new energy equipment, high-speed railway maintenance equipment, and high-end intelligent agricultural machinery[40](index=40&type=chunk) - The material logistics industry formulates its development strategy and business model based on the core function of "internal service, external output," strengthening upstream and downstream extended services[41](index=41&type=chunk) - The green environmental protection business model primarily involves obtaining engineering contracting revenue through the construction of green environmental protection projects, focusing on cultivating segmented areas such as desertification control, soil remediation, mine restoration, and sewage treatment[42](index=42&type=chunk) - Industrial finance has formed five major platforms: a centralized fund management and utilization platform, an insurance resource centralized management platform, a financial leasing service platform, a supply chain finance and innovative financial service platform, and an industrial fund management platform[43](index=43&type=chunk) [(III) New Contract Situation during the Reporting Period](index=17&type=section&id=(III)%20New%20Contract%20Situation%20during%20the%20Reporting%20Period) In the first half of 2025, the Group's total new contract value was RMB 1,056.1696 billion, a year-on-year decrease of 4.04%; overseas business new contract value increased by 57.43% year-on-year, with engineering contracting and green environmental protection being the main components, and railway engineering new contract value increasing by 39.31% year-on-year, while urban rail engineering decreased by 64.75% 2025 First Half Total New Contract Value | Indicator | Amount (RMB Billion) | Year-on-Year Change Rate (%) | | :--- | :--- | :--- | | Total New Contract Value | 1,056.1696 | -4.04 | | Domestic Business New Contract Value | 942.0752 | -8.37 | | Overseas Business New Contract Value | 114.0944 | 57.43 | New Contract Value Indicators by Industry | Industry Type | New Contract Value (RMB Billion) | Year-on-Year Change Rate (%) | | :--- | :--- | :--- | | Engineering Contracting | 788.4259 | -7.27 | | Green Environmental Protection | 107.3821 | 15.07 | | Planning and Design Consulting | 10.0654 | -3.77 | | Industrial Manufacturing | 16.2168 | 9.90 | | Real Estate Development | 36.7834 | -11.20 | | Material Logistics | 85.4054 | 6.14 | | Industrial Finance | 4.0327 | -11.14 | | Emerging Industries | 7.8579 | 44.45 | New Contract Value Indicators for Infrastructure Construction Projects by Business | Business Type | New Contract Value (RMB Billion) | Year-on-Year Change Rate (%) | | :--- | :--- | :--- | | Railway Engineering | 109.3025 | 39.31 | | Highway Engineering | 80.0268 | 10.73 | | Urban Rail Engineering | 15.8462 | -64.75 | | Housing Construction Engineering | 401.4308 | -5.83 | | Municipal Engineering | 90.2558 | -14.55 | | Mining | 64.6946 | -7.27 | | Water Conservancy and Water Transport Engineering | 42.4776 | -22.24 | | Airport Engineering | 1.1836 | -22.43 | | Power Engineering | 59.6057 | 10.89 | | Other Engineering | 30.9844 | -14.59 | | Total | 895.8080 | -5.06 | - As of June 30, 2025, the Group's total uncompleted contract value was **RMB 8,068.2444 billion**, of which domestic business accounted for **81.06%** and overseas business accounted for **18.94%**[44](index=44&type=chunk) - New contract value for railway engineering saw a significant year-on-year increase, primarily due to an increase in the total volume of railway project tenders influenced by the market[47](index=47&type=chunk) - New contract value for urban rail engineering saw a significant year-on-year decrease, primarily due to a reduction in the total volume of urban rail project tenders influenced by the market[47](index=47&type=chunk) [II. Discussion and Analysis of Operating Conditions](index=19&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operating%20Conditions) In the first half of 2025, China Railway Construction achieved positive results in market operations, cost reduction and efficiency improvement, technological innovation, and the advancement of reform tasks, with overseas new contract value increasing by 57.43% year-on-year, and selling expenses and administrative expenses decreasing by 8.50% and 9.73% respectively, while the company's technological innovation system continued to improve, and progress was made in deepening and upgrading state-owned enterprise reform - The company actively aligned with central and local growth stabilization measures, closely monitoring key clients, key regions, and major projects such as "two major constructions," maintaining overall stable market operations[50](index=50&type=chunk) - Overseas development accelerated comprehensively, with overseas new contract value increasing by **57.43%** year-on-year[50](index=50&type=chunk) - The company focused on the goal of a "comprehensive improvement year" for refined management, continuously enhancing the refined management level of engineering projects and deeply carrying out supply chain management improvement actions[50](index=50&type=chunk) 2025 First Half Expense Control | Expense Type | Year-on-Year Decrease (%) | | :--- | :--- | | Selling Expenses | 8.50 | | Administrative Expenses | 9.73 | - The company's "1+9+N" technological innovation system continued to improve, major scientific and technological research tasks were carried out with high quality, and innovation achievements won multiple awards[51](index=51&type=chunk) - The company accelerated the promotion of deepening and upgrading state-owned enterprise reform, optimized layout and structure, steadily advanced streamlining and fitness, continuously deepened the three-system reform, and improved the corporate governance system[51](index=51&type=chunk) [III. Analysis of Core Competitiveness during the Reporting Period](index=20&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20during%20the%20Reporting%20Period) China Railway Construction's core competitiveness is reflected in technological innovation, a complete industrial chain layout, refined management, brand value, and cultural soft power, maintaining technological leadership in multiple engineering fields, possessing a complete industrial chain covering upstream and downstream of the construction industry, and enhancing efficiency and effectiveness through comprehensive refined management, while continuously improving brand value and strengthening corporate cultural cohesion - The Group's technological level in high-speed railways, plateau railways, high-cold railways, expressways, and urban rail transit engineering design and construction continues to maintain a leading position in the industry[53](index=53&type=chunk) - **3,033** new valid patents were added, including **1,153** invention patents; the digital and intelligent development pattern accelerated, with the launch of the "Institutional Large Model" system[53](index=53&type=chunk) - The Group possesses a complete industrial chain covering the upstream and downstream of the construction industry, capable of providing full-process, full-cycle, personalized, customized, and high-quality services to owners with different needs in various fields and types[54](index=54&type=chunk) - A comprehensive refined management system covering the entire system, all links, all positions, and all fields has been established, with cost management as the core, implementing a cost leadership strategy[55](index=55&type=chunk) - The Group is a globally renowned construction engineering contractor, infrastructure operator, high-end equipment manufacturer, and strategic emerging industry developer, with business operations in **150** countries and regions worldwide[56](index=56&type=chunk) - The Group has undertaken **50%** of domestic ordinary and high-speed railways, **40%** of urban rail transit, and **30%** of high-grade highways and above[56](index=56&type=chunk) - Inheriting and carrying forward the spirit of the Railway Corps, continuously promoting the "First Ten Spirits of China Railway Construction," and constantly enhancing cultural cohesion and appeal[57](index=57&type=chunk) [IV. Major Operating Conditions during the Reporting Period](index=22&type=section&id=IV.%20Major%20Operating%20Conditions%20during%20the%20Reporting%20Period) During the reporting period, the company's operating revenue decreased by 5.22% year-on-year, primarily due to reduced engineering contracting, planning and design consulting, real estate development, and material logistics businesses; financial expenses increased by 44.18% year-on-year, mainly due to increased interest expenses; total assets increased by 7.72%, and short-term borrowings increased by 41.05% to supplement working capital; overseas assets accounted for 4.67% of total assets; the company's long-term equity investments slightly decreased, but financial assets measured at fair value increased, and the financial status of major subsidiaries remained stable [(I) Analysis of Main Business Operations](index=22&type=section&id=(I)%20Analysis%20of%20Main%20Business%20Operations) During the reporting period, the company's operating revenue decreased by 5.22% year-on-year, and operating costs decreased by 4.93%; real estate development business operating revenue decreased by 34.21%, and total profit decreased by 99.87%, mainly due to market adjustments and reduced delivery scale; industrial manufacturing business operating revenue and total profit both increased; overseas business operating revenue increased by 20.29% Analysis of Financial Statement Related Items (RMB Thousand) | Item | Current Period Amount | Same Period Last Year Amount | Change Ratio (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 489,199,045 | 516,136,718 | -5.22 | Decrease in engineering contracting, planning and design consulting, real estate development, and material logistics businesses | | Operating Cost | 445,937,731 | 469,070,241 | -4.93 | Decrease in engineering contracting, planning and design consulting, real estate development, and material logistics businesses | | Selling Expenses | 2,712,168 | 2,964,103 | -8.50 | Expense reduction | | Administrative Expenses | 9,239,703 | 10,235,150 | -9.73 | Expense reduction | | Financial Expenses | 4,265,445 | 2,958,492 | 44.18 | Increase in interest expenses | | R&D Expenses | 7,516,476 | 8,610,730 | -12.71 | Decrease in R&D investment | | Net Cash Flow from Operating Activities | -79,457,258 | -81,676,283 | Not Applicable | Decrease in cash paid for goods and services | | Net Cash Flow from Investing Activities | -25,987,914 | -20,978,389 | Not Applicable | Increase in cash paid for the acquisition of fixed assets, intangible assets, and other long-term assets | | Net Cash Flow from Financing Activities | 101,480,589 | 95,331,937 | 6.45 | Increase in cash received from borrowings | Main Business by Segment (RMB Thousand) | Segment | Operating Revenue | Operating Cost | Gross Profit Margin (%) | Year-on-Year Change in Operating Revenue (%) | Year-on-Year Change in Operating Cost (%) | Year-on-Year Change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Engineering Contracting Business | 434,599,557 | 402,322,250 | 7.43 | -3.77 | -3.63 | Decrease of 0.13 percentage points | | Planning and Design Consulting Business | 6,743,176 | 4,061,499 | 39.77 | -15.73 | -11.96 | Decrease of 2.58 percentage points | | Industrial Manufacturing Business | 11,826,033 | 9,321,945 | 21.17 | 5.27 | 5.11 | Increase of 0.12 percentage points | | Real Estate Development Business | 20,755,405 | 18,747,061 | 9.68 | -34.21 | -32.90 | Decrease of 1.76 percentage points | | Material Logistics and Other Businesses | 40,718,051 | 36,701,184 | 9.87 | -3.43 | -4.13 | Increase of 0.66 percentage points | | Total | 489,199,045 | 445,937,731 | 8.84 | -5.22 | -4.93 | Decrease of 0.28 percentage points | Main Business by Region (RMB Thousand) | Region | Operating Revenue | Operating Cost | Gross Profit Margin (%) | Year-on-Year Change in Operating Revenue (%) | Year-on-Year Change in Operating Cost (%) | Year-on-Year Change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic | 452,109,573 | 411,268,703 | 9.03 | -6.84 | -6.56 | Decrease of 0.27 percentage points | | Overseas | 37,089,472 | 34,669,028 | 6.53 | 20.29 | 19.93 | Increase of 0.29 percentage points | | Total | 489,199,045 | 445,937,731 | 8.84 | -5.22 | -4.93 | Decrease of 0.28 percentage points | - The main reasons for the changes in operating revenue, operating cost, gross profit, and total profit of the real estate development business are the continuous adjustment of the real estate market and the decrease in the scale of housing delivery during the reporting period[76](index=76&type=chunk) [(II) Explanation of Significant Profit Changes Caused by Non-Main Business Operations](index=27&type=section&id=(II)%20Explanation%20of%20Significant%20Profit%20Changes%20Caused%20by%20Non-Main%20Business%20Operations) During the reporting period, there were no significant profit changes caused by non-main business operations [(III) Analysis of Assets and Liabilities](index=28&type=section&id=(III)%20Analysis%20of%20Assets%20and%20Liabilities) As of the end of the reporting period, the company's total assets were RMB 2,006.636 billion, an increase of 7.72% from the end of last year; net assets attributable to shareholders of the listed company were RMB 341.140 billion, an increase of 3.93%; short-term borrowings increased by 41.05%, mainly to supplement working capital; notes receivable decreased by 43.48%, and accounts receivable increased by 18.22%; overseas assets accounted for 4.67% of total assets Assets and Liabilities Status (RMB Thousand) | Item Name | Current Period End Amount | % of Total Assets | Last Year End Amount | % of Total Assets | Change from Last Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 180,479,468 | 8.99 | 185,703,115 | 9.97 | -2.81 | | | Notes Receivable | 1,823,056 | 0.09 | 3,225,444 | 0.17 | -43.48 | Mainly due to a decrease in the proportion of customers using commercial acceptance bills for settlement during the reporting period | | Accounts Receivable | 242,072,540 | 12.06 | 204,759,238 | 10.99 | 18.22 | | | Contract Assets | 360,411,209 | 17.96 | 304,749,626 | 16.36 | 18.26 | | | Short-term Borrowings | 211,770,913 | 10.55 | 150,142,693 | 8.06 | 41.05 | Mainly due to the Group supplementing working capital during the reporting period | | Advances from Customers | 530,731 | 0.03 | 372,439 | 0.02 | 42.50 | Mainly due to an increase in advance rental payments for leasing business during the reporting period | | Contract Liabilities | 134,150,140 | 6.69 | 141,649,350 | 7.60 | -5.29 | | | Long-term Borrowings | 335,602,406 | 16.72 | 281,386,136 | 15.11 | 19.27 | | - Overseas assets amounted to **RMB 93,725,588 Thousand**, accounting for **4.67%** of total assets[86](index=86&type=chunk) [(IV) Liquidity and Capital Resources (Disclosed as Required by HKEX Listing Rules)](index=31&type=section&id=(IV)%20Liquidity%20and%20Capital%20Resources%20(Disclosed%20as%20Required%20by%20HKEX%20Listing%20Rules)) During the reporting period, net cash outflow from operating activities was RMB 79.4573 billion, a decrease of RMB 2.2190 billion compared to the same period last year; net cash outflow from investing activities was RMB 25.9879 billion, an increase of RMB 5.0095 billion compared to the same period last year; net cash inflow from financing activities was RMB 101.4806 billion, an increase of RMB 6.1487 billion compared to the same period last year; capital expenditure was RMB 19.6509 billion, a year-on-year increase of 6.50%; the gearing ratio was 74%, an increase from 71% at the end of last year Group Cash Flow (RMB Thousand) | Item | Current Reporting Period | Same Period Last Year | Change from Same Period Last Year | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -79,457,258 | -81,676,283 | 2,219,025 | | Net Cash Flow from Investing Activities | -25,987,914 | -20,978,389 | -5,009,525 | | Net Cash Flow from Financing Activities | 101,480,589 | 95,331,937 | 6,148,652 | - Net cash flow from operating activities was a net outflow of **RMB 79.4573 billion**, a decrease of **RMB 2.2190 billion** compared to the net outflow in the same period last year, mainly due to a decrease in cash paid for goods and services during the reporting period[90](index=90&type=chunk) - Net cash flow from investing activities was a net outflow of **RMB 25.9879 billion**, an increase of **RMB 5.0095 billion** compared to the net outflow in the same period last year, mainly due to an increase in cash paid for the acquisition of fixed assets, intangible assets, and other long-term assets during the reporting period[90](index=90&type=chunk) - Net cash flow from financing activities was a net inflow of **RMB 101.4806 billion**, an increase of **RMB 6.1487 billion** compared to the net inflow in the same period last year, mainly due to an increase in cash received from borrowings during the reporting period[90](index=90&type=chunk) Capital Expenditure (RMB Thousand) | Item | Reporting Period | Same Period Last Year | | :--- | :--- | :--- | | Engineering Contracting Business | 11,214,589 | 10,720,969 | | Planning and Design Consulting Business | 188,361 | 87,677 | | Industrial Manufacturing Business | 290,958 | 726,556 | | Real Estate Development | 250,519 | 433,768 | | Other Businesses | 7,706,487 | 6,482,427 | | Total | 19,650,914 | 18,451,397 | - During the reporting period, the Group's capital expenditure was **RMB 19.6509 billion**, an increase of **RMB 1.1995 billion**, or **6.50%**, compared to the same period last year[91](index=91&type=chunk) - Accounts receivable increased by **RMB 37.3133 billion** from **RMB 204.7592 billion** on December 31, 2024, to **RMB 242.0725 billion** on June 30, 2025[94](index=94&type=chunk) Accounts Receivable Aging Analysis (RMB Thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 year | 198,411,040 | 162,675,624 | | 1 to 2 years | 32,154,615 | 30,501,327 | | 2 to 3 years | 16,650,112 | 15,896,386 | | Over 3 years | 16,379,008 | 16,130,548 | | Subtotal | 263,594,775 | 225,203,885 | | Less: Credit Loss Provision | 21,522,235 | 20,444,647 | | Total | 242,072,540 | 204,759,238 | Accounts Receivable and Accounts Payable Turnover Days | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Receivable Turnover Days | 90 | 68 | | Accounts Payable Turnover Days | 212 | 191 | - The Group's accounts payable increased by **RMB 25.8947 billion** from **RMB 512.8136 billion** on December 31, 2024, to **RMB 538.7084 billion** on June 30, 2025[97](index=97&type=chunk) - At the end of the reporting period, the Group's gearing ratio was **74%**, compared to **71%** at the end of last year[106](index=106&type=chunk) - At the end of the reporting period, the Group's committed amount was **RMB 51.2612 billion**, a decrease of **RMB 4.9473 billion**, or **8.80%**, compared to the end of last year, mainly due to a decrease in investment commitments during the reporting period[107](index=107&type=chunk) - At the end of the reporting period, the Group's pledged and mortgaged assets amounted to **RMB 221.8572 billion**, an increase of **RMB 3.5467 billion**, or **1.62%**, compared to the end of last year, mainly due to an increase in intangible asset pledges for borrowings during the reporting period[109](index=109&type=chunk) [(V) Analysis of Investment Status](index=37&type=section&id=(V)%20Analysis%20of%20Investment%20Status) At the end of the reporting period, the Group's book value of long-term equity investments was RMB 153.6609 billion, a decrease of 0.28% from the end of last year; financial assets measured at fair value at the end of the period were RMB 19,219,200 Thousand, an increase from the beginning of the period; private equity investments had a book value of RMB 9,115,365 Thousand at the end of the period, with a profit or loss of RMB 167,164 Thousand during the reporting period - At the end of the reporting period, the Group's book value of long-term equity investments was **RMB 153.6609 billion**, a decrease of **RMB 0.4380 billion**, or **0.28%**, compared to the end of last year, mainly due to a decrease in investments in joint ventures and associates during the reporting period[112](index=112&type=chunk) Financial Assets Measured at Fair Value (RMB Thousand) | Asset Category | Beginning Balance | Fair Value Change P/L for Current Period | Accumulated Fair Value Change in Equity | Current Period Purchase Amount | Current Period Sale/Redemption Amount | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Stocks | 2,333,671 | 58,710 | 883,943 | – | 91,193 | 2,185,001 | | Trust Products | 1,000 | – | – | – | – | 1,000 | | Private Equity Funds | 8,141,913 | – | – | 1,027,452 | 54,000 | 9,115,365 | | Others | 6,345,037 | 146 | 3,593 | 11,232,019 | 9,649,500 | 7,917,834 | | Total | 16,821,621 | 58,856 | 887,536 | 12,259,471 | 9,794,693 | 19,219,200 | Private Equity Investment Status (RMB Thousand) | Name of Investee | Original Investment Amount | Ending Book Value | Profit/Loss for Reporting Period | | :--- | :--- | :--- | :--- | | Jinan Jiayue Transportation Investment Development Partnership (Limited Partnership) | 3,538,790 | 3,538,790 | 100,420 | | Guangxi Jiaotou Phase 21 Transportation Construction Investment Fund Partnership (Limited Partnership) | 1,036,142 | 1,036,142 | – | | Qingdao Metro Line 4 Investment Fund (Limited Partnership) | 917,000 | 894,000 | 37,201 | | Hubei Chudao No. 1 Infrastructure Investment Partnership (Limited Partnership) | 600,590 | 600,590 | -475 | | Total | 9,168,799 | 9,115,365 | 167,164 | [(VI) Major Asset and Equity Disposals](index=43&type=section&id=(VI)%20Major%20Asset%20and%20Equity%20Disposals) During the reporting period, the company had no major asset and equity disposal matters [(VII) Analysis of Major Holding and Participating Companies](index=43&type=section&id=(VII)%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) During the reporting period, the company's major subsidiaries included China Civil Engineering Construction Corporation, China Railway No. 11 Bureau Group, China Railway Construction Real Estate Group, China Railway Construction Heavy Industry Group, China Railway Construction Investment Group, and China Railway Construction Finance Co. Ltd., all contributing significantly to total assets and net profit in areas such as construction, real estate development, industrial manufacturing, project investment, and financial services Major Subsidiary Financial Indicators as of June 30, 2025 (RMB Thousand) | Company Name | Registered Capital | Total Assets | Net Assets | Net Profit | Main Business | Industry | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Civil Engineering Construction Corporation Ltd. | 3,000,000 | 37,569,531 | 10,496,590 | 589,402 | Construction | Construction | | China Railway No. 11 Bureau Group Co., Ltd. | 6,162,382 | 102,093,955 | 18,769,946 | 1,027,268 | Construction | Construction | | China Railway Construction Real Estate Group Co., Ltd. | 7,000,000 | 222,850,706 | 49,424,368 | 90,774 | Real Estate Development, Operation | Real Estate | | China Railway Construction Heavy Industry Group Co., Ltd. | 5,333,497 | 27,055,426 | 17,861,184 | 735,498 | Industrial Manufacturing | Industry | | China Railway Construction Investment Group Co., Ltd. | 12,067,086 | 219,705,084 | 38,683,625 | 434,619 | Project Investment | Investment | | China Railway Construction Finance Co., Ltd. | 9,000,000 | 120,854,494 | 14,454,863 | 536,264 | Financial Services | Finance | [(VIII) Information on Structured Entities Controlled by the Company](index=44&type=section&id=(VIII)%20Information%20on%20Structured%20Entities%20Controlled%20by%20the%20Company) During the reporting period, the company had no controlled structured entities [V. Other Disclosure Matters](index=45&type=section&id=V.%20Other%20Disclosure%20Matters) The company's discussion and analysis of future development have not undergone significant changes since the disclosure of the 2024 annual report; the company faces investment, project operation and management, debt funding, international operation, and safety risks, and has formulated corresponding risk response measures, while continuously promoting the "Quality Improvement, Efficiency Enhancement, and Return Focus" special action to improve the quality of economic operations and market value management, and enhance corporate governance - The company's discussion and analysis of future development have not undergone significant changes since the disclosure of the 2024 annual report[130](index=130&type=chunk) - The major risks that the Group may face primarily include investment risk, project operation and management risk, debt funding risk, international operation risk, and safety risk[131](index=131&type=chunk) - The company strengthened situation analysis, optimized the medium- and long-term investment business structure to transform towards strategic emerging industries, reduced resource occupation, improved asset turnover efficiency, and strictly implemented a negative list for investment projects[131](index=131&type=chunk) - The company strengthened budget guidance, scientifically set budget indicators to guide subsidiaries to use limited funds for transformation and upgrading; strengthened assessment and control, conscientiously implementing the "one profit, five rates" assessment requirements of the State-owned Assets Supervision and Administration Commission of the State Council[133](index=133&type=chunk) - The company further optimized its overseas operation and management system, strengthened the construction of core pillar markets, promoted excellent enterprises and high-quality production capacity to "go global"; and improved the overseas risk control system[133](index=133&type=chunk) - The company solidly carried out the fundamental safety production improvement action, strictly grasped the investigation and rectification of major accident hazards, and promoted the dynamic clearing of major accident hazards[134](index=134&type=chunk) - The company focused on high-quality development, solidly carried out the "Quality Improvement, Efficiency Enhancement, and Return Focus" special action, and adopted multiple measures to promote value creation and valuation enhancement[135](index=135&type=chunk) - The company established a market value management leading group, formulated the "Market Value Management System" and "Valuation Enhancement Plan," and established a market value management monitoring and early warning analysis mechanism[135](index=135&type=chunk) - The 2024 cash dividend ratio was **20.60%**, an increase of **0.42 percentage points** from the previous year[135](index=135&type=chunk) - The company continuously revised its corporate governance system, abolished the Supervisory Board, and transferred the functions of the Supervisory Board as stipulated by the "Company Law" to the Board's Audit and Risk Management Committee, further enhancing corporate governance levels[135](index=135&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=48&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section discloses changes in the company's directors, supervisors, and senior management during the reporting period, emphasizes the company's compliance with the "Corporate Governance Code," and details the company's specific efforts in consolidating and expanding poverty alleviation achievements and rural revitalization, including financial investment, industrial assistance, and brand building [I. Changes in the Company's Directors, Supervisors, and Senior Management during the Reporting Period](index=48&type=section&id=I.%20Changes%20in%20the%20Company%27s%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management%20during%20the%20Reporting%20Period) During the reporting period, the company's Board of Directors and senior management underwent several changes, including the election of new independent non-executive directors and employee directors, and the appointment of new vice presidents and chief accountants; the company has abolished the Supervisory Board, with its relevant functions now exercised by the Board's Audit and Risk Management Committee Changes in the Company's Directors, Supervisors, and Senior Management during the Reporting Period | Name | Position Held | Change Type | | :--- | :--- | :--- | | Wang Jun | Independent Non-Executive Director | Election | | Zhu Lin | Employee Director | Election | | Zhao Lixin | Independent Non-Executive Director | Resignation | | Zhao Wei | Chairman of the Supervisory Board | Resignation | | Liu Xuan | Supervisor | Resignation | | Kang Fuxiang | Employee Supervisor | Resignation | | Lei Shengxiang | Chief Engineer | Resignation | - On April 29, 2025, the company convened its first extraordinary general meeting in 2025, electing shareholder representative directors for the Sixth Board of Directors and appointing new senior management personnel[137](index=137&type=chunk) - On June 20, 2025, the company convened its 2024 annual general meeting, which approved the "Proposal on Amending the Articles of Association of China Railway Construction Corporation Limited and Abolishing the Supervisory Board," leading to the abolition of the company's Supervisory Board[139](index=139&type=chunk) [II. Securities Dealing Code for Directors and Supervisors of the Company during the Reporting Period (Disclosed as Required by HKEX Listing Rules)](index=49&type=section&id=II.%20Securities%20Dealing%20Code%20for%20Directors%20and%20Supervisors%20of%20the%20Company%20during%20the%20Reporting%20Period%20(Disclosed%20as%20Required%20by%20HKEX%20Listing%20Rules)) The company has adopted a code of conduct no less stringent than the "Model Code for Securities Transactions by Directors of Listed Issuers" in Appendix C3 of the HKEX Listing Rules, and confirms that all directors and supervisors have complied with the code during the reporting period - The company has adopted a code of conduct for securities transactions by directors, supervisors, and relevant employees that is no less stringent than the standards stipulated in Appendix C3 "Model Code for Securities Transactions by Directors of Listed Issuers" of the Hong Kong Stock Exchange Listing Rules[141](index=141&type=chunk) - The company confirms that all directors and supervisors have complied with the prescribed standards during the reporting period[141](index=141&type=chunk) [III. Profit Distribution Plan or Capital Reserve to Share Capital Conversion Plan](index=50&type=section&id=III.%20Profit%20Distribution%20Plan%20or%20Capital%20Reserve%20to%20Share%20Capital%20Conversion%20Plan) The company's proposed semi-annual profit distribution plan or capital reserve to share capital conversion plan is to not distribute or convert - The proposed semi-annual profit distribution plan and capital reserve to share capital conversion plan are to not distribute or convert[142](index=142&type=chunk) [IV. Information on the Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures and Their Impact](index=50&type=section&id=IV.%20Information%20on%20the%20Company%27s%20Equity%20Incentive%20Plan%2C%20Employee%20Stock%20Ownership%20Plan%2C%20or%20Other%20Employee%20Incentive%20Measures%20and%20Their%20Impact) The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period [V. Company Employee Information, Remuneration, and Training (Disclosed as Required by HKEX Listing Rules)](index=51&type=section&id=V.%20Company%20Employee%20Information%2C%20Remuneration%2C%20and%20Training%20(Disclosed%20as%20Required%20by%20HKEX%20Listing%20Rules)) During the reporting period, there were no significant changes in the Group's employee information, remuneration, and training since the disclosure of the 2024 annual report - During the reporting period, there were no significant changes in the Group's employee information, remuneration, and training since the disclosure of the 2024 annual report[145](index=145&type=chunk) [VI. Company's Compliance with the "Corporate Governance Code" (Disclosed as Required by HKEX Listing Rules)](index=51&type=section&id=VI.%20Company%27s%20Compliance%20with%20the%20%22Corporate%20Governance%20Code%22%20(Disclosed%20as%20Required%20by%20HKEX%20Listing%20Rules)) During the reporting period, the company strictly complied with all code provisions of the "Company Law," "Securities Law," relevant Hong Kong laws and regulations, and the "Corporate Governance Code" contained in Appendix C1 of the HKEX Listing Rules - During the reporting period, the company strictly complied with all code provisions of the "Company Law," "Securities Law," relevant Hong Kong laws and regulations, and the "Corporate Governance Code" contained in Appendix C1 of the Hong Kong Stock Exchange Listing Rules[146](index=146&type=chunk) [VII. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=51&type=section&id=VII.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) The company is not applicable to this disclosure [VIII. Specific Information on Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work](index=51&type=section&id=VIII.%20Specific%20Information%20on%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20and%20Other%20Work) China Railway Construction deeply implemented the rural revitalization strategy, undertaking targeted poverty alleviation tasks in Wanquan District and Shangyi County of Zhangjiakou City, Hebei Province, and Long'an County of Guangxi Zhuang Autonomous Region, as well as counterpart support tasks in Jiangda County of Changdu City, Tibet Autonomous Region; in the first half of 2025, the company invested RMB 52.11 million in gratuitous assistance funds, directly introduced RMB 8.268 million in compensatory assistance funds, and promoted economic and social development in assisted areas through industrial assistance, brand building, and multi-dimensional assistance - The company headquarters undertakes targeted poverty alleviation tasks in Wanquan District and Shangyi County of Zhangjiakou City, Hebei Province, and Long'an County of Guangxi Zhuang Autonomous Region, as well as counterpart support tasks in Jiangda County of Changdu City, Tibet Autonomous Region[147](index=147&type=chunk) - In the 2024 central unit targeted poverty alleviation performance evaluation, China Railway Construction received the highest rating of "Excellent" for the fourth consecutive year[147](index=147&type=chunk) 2025 First Half Assistance Fund Investment | Assistance Type | Amount (RMB Ten Thousand) | | :--- | :--- | | Gratuitous Assistance Funds | 5,211 | | Directly Introduced Compensatory Assistance Funds | 826.8 | | Funds Invested to Consolidate "Two Assurances and Three Guarantees" Achievements | 140 | | Purchase of Agricultural Products from Assisted Areas | 817 | - The company supported **11** leading enterprises, trained **441** rural grassroots cadres, **310** rural revitalization leaders, and **1,885** professional technical personnel[148](index=148&type=chunk) - Solidifying the "ballast stone" of industrial assistance, ensuring that over **70%** of gratuitous assistance funds are used for industrial assistance, such as the sea buckthorn planting project in Wanquan District and the big cherry project in Shangyi County[148](index=148&type=chunk) - Utilizing the "compass" of brand building, creating the "CRCC Xingnong" rural revitalization master brand, and developing sub-brands based on local characteristics, such as "CRCC Sunshine - Rural Education" and "CRCC Select - Online E-commerce"[150](index=150&type=chunk) - Consolidating the "centripetal force" of multi-dimensional assistance, mobilizing grassroots forces across the entire system to carry out "Hundred Belt Project" and "Nourishing Heart Project" to assist rural revitalization, improving the quality and effectiveness of assistance work[150](index=150&type=chunk) [Section V Important Matters](index=54&type=section&id=Section%20V%20Important%20Matters) This section details the company's fulfillment of commitments, changes in the appointment of accounting firms, major related-party transactions, and significant contracts and their performance during the reporting period, noting that all commitments were strictly fulfilled, and the change of accounting firm was completed, with no major lawsuits, arbitrations, or irregular guarantees during the reporting period [I. Fulfillment of Commitments](index=54&type=section&id=I.%20Fulfillment%20of%20Commitments) During the reporting period, all commitments made by the company's actual controller, shareholders, related parties, and the company itself were strictly and timely fulfilled, including compensation commitments for undisclosed land idling and other illegal activities, commitments to resolve land title defects, and share lock-up and price stabilization commitments related to CRCC Heavy Industry's listing on the STAR Market - The controlling shareholder, China Railway Construction Group Co., Ltd., committed to bear civil liability for compensation in accordance with the law if China Railway Construction incurs losses due to undisclosed land idling or other illegal activities, which is a long-term commitment that has been timely and strictly fulfilled[151](index=151&type=chunk) - The company's directors and senior management also made similar compensation commitments, which have been timely and strictly fulfilled[153](index=153&type=chunk) - The controlling shareholder, China Railway Construction Group Co., Ltd., committed to process land certificates and property certificates, and bear the costs of processing and any losses incurred therefrom, which is a long-term commitment that has been timely and strictly fulfilled[153](index=153&type=chunk) - The share lock-up commitments made by the controlling shareholder and the company regarding the spin-off and listing of CRCC Heavy Industry on the STAR Market were fulfilled during the reporting period[155](index=155&type=chunk)[157](index=157&type=chunk) [II. Non-operating Fund Occupation by Controlling Shareholder and Other Related Parties during the Reporting Period](index=60&type=section&id=II.%20Non-operating%20Fund%20Occupation%20by%20Controlling%20Shareholder%20and%20Other%20Related%20Parties%20during%20the%20Reporting%20Period) During the reporting period, there was no non-operating fund occupation by the controlling shareholder and other related parties [III. Irregular Guarantees](index=60&type=section&id=III.%20Irregular%20Guarantees) During the reporting period, there were no irregular guarantees [IV. Semi-Annual Report Audit Status](index=60&type=section&id=IV.%20Semi-Annual%20Report%20Audit%20Status) The company's semi-annual report was not audited [V. Appointment and Dismissal of Accounting Firms](index=60&type=section&id=V.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company held its 2024 Annual General Meeting on June 20, 2025, which approved the appointment of Ernst & Young Hua Ming LLP (Special General Partnership) as the company's audit intermediary service provider for 2025, with an audit fee of RMB 25 million - The company decided to change its accounting firm, appointing Ernst & Young Hua Ming LLP (Special General Partnership) as the company's audit intermediary service provider for 2025[162](index=162&type=chunk) - The audit fee is **RMB 25 million**, of which **RMB 23.30 million** is for domestic and overseas financial statement audits and interim reviews, and **RMB 1.70 million** is for internal control audits[162](index=162&type=chunk) [VI. Review of Semi-Annual Report by Audit and Risk Management Committee](index=60&type=section&id=VI.%20Review%20of%20Semi-Annual%20Report%20by%20Audit%20and%20Risk%20Management%20Committee) The company's Board Audit and Risk Management Committee has reviewed the Group's unaudited interim financial statements for the six months ended June 30, 2025, which were reviewed by Ernst & Young Hua Ming LLP, and discussed accounting policies, practices, and internal controls with management - The company's Board Audit and Risk Management Committee has reviewed the Group's unaudited interim financial statements for the six months ended June 30, 2025, which were reviewed by Ernst & Young Hua Ming LLP (Special General Partnership)[163](index=163&type=chunk) [VII. Changes and Handling of Matters Involving Non-Standard Audit Opinions in the Previous Year's Annual Report](index=60&type=section&id=VII.%20Changes%20and%20Handling%20of%20Matters%20Involving%20Non-Standard%20Audit%20Opinions%20in%20the%20Previous%20Year%27s%20Annual%20Report) The company is not applicable to this disclosure [VIII. Bankruptcy and Reorganization Related Matters](index=61&type=section&id=VIII.%20Bankruptcy%20and%20Reorganization%20Related%20Matters) The company is not applicable to this disclosure [IX. Major Litigation and Arbitration Matters](index=61&type=section&id=IX.%20Major%20Litigation%20and%20Arbitration%20Matters) During the reporting period, the company had no major litigation or arbitration matters - During the current reporting period, the company had no major litigation or arbitration matters[166](index=166&type=chunk) [X. Listed Company and Its Directors, Senior Management, Controlling Shareholder, and Actual Controller Suspected of Violations, Penalties, and Rectification](index=61&type=section&id=X.%20Listed%20Company%20and%20Its%20Directors%2C%20Senior%20Management%2C%20Controlling%20Shareholder%2C%20and%20Actual%20Controller%20Suspected%20of%20Violations%2C%20Penalties%2C%20and%20Rectification) The company is not applicable to this disclosure [XI. Explanation of the Integrity Status of the Company and Its Controlling Shareholder and Actual Controller during the Reporting Period](index=61&type=section&id=XI.%20Explanation%20of%20the%20Integrity%20Status%20of%20the%20Company%20and%20Its%20Controlling%20Shareholder%20and%20Actual%20Controller%20during%20the%20Reporting%20Period) The company is not applicable to this disclosure [XII. Major Related-Party Transactions](index=62&type=section&id=XII.%20Major%20Related-Party%20Transactions) The company has multiple daily operating related-party transactions with its controlling shareholder and related parties, including property leasing, service provision, financial services, and equipment purchase, sale, and leasing services; these transactions were executed in accordance with agreements and fulfilled necessary decision-making procedures and information disclosure obligations; during the reporting period, the company provided RMB 1,683,000 Thousand in funds to related parties, and related parties provided RMB 2,616,467 Thousand in funds to the company [(I) Related-Party Transactions Related to Daily Operations](index=62&type=section&id=(I)%20Related-Party%20Transactions%20Related%20to%20Daily%20Operations) The company renewed its property leasing framework agreement, service provision framework agreement, and financial services agreement with its controlling shareholder, and signed an equipment purchase, sale, and leasing service agreement; these agreements all set annual transaction caps and were approved by independent directors; during the reporting period, all related-party transactions were executed in accordance with the agreements - The company renewed its property leasing framework agreement with its controlling shareholder, with an annual transaction cap of **RMB 300 million** for 2025[167](index=167&type=chunk) - The company renewed its service provision framework agreement with its controlling shareholder, with an annual transaction cap not exceeding **RMB 1 billion** for 2025–2027[170](index=170&type=chunk) - The controlling subsidiary China Railway Construction Finance Co., Ltd. renewed its financial services agreement with the controlling shareholder and provided deposit, loan, settlement, and other financial services to the controlling shareholder and its subsidiaries in accordance with the agreement[174](index=174&type=chunk) - The company signed an equipment purchase, sale, and leasing service agreement with CRCC Financial Leasing[174](index=174&type=chunk) Related-Party Transactions Related to Daily Operations between the Group and the Controlling Shareholder (RMB Thousand) | Related Party | Related-Party Transaction Type | Related-Party Transaction Content | Transaction Amount | | :--- | :--- | :--- | :--- | | Shaanxi Railway Engineering Survey Co., Ltd. and 12 other entities | Acceptance of Labor Services Expenditure | Planning and Design Consulting | 236,835 | | Controlling Shareholder and Related Parties | Property Leasing Expenditure | Property Leasing | 29,905 | | CRCC Financial Leasing Co., Ltd. | Machinery and Equipment Leasing Expenditure | Machinery and Equipment Leasing | 1,179,252 | | CRCC Financial Leasing Co., Ltd. | Equipment Sales Revenue | Equipment Sales | 251,958 | | CRCC Financial Leasing Co., Ltd. | Equipment Procurement Expenditure | Equipment Procurement | 147,155 | [(II) Related-Party Transactions Arising from Asset or Equity Acquisitions and Disposals](index=66&type=section&id=(II)%20Related-Party%20Transactions%20Arising%20from%20Asset%20or%20Equity%20Acquisitions%20and%20Disposals) During the reporting period, the company had no related-party transactions arising from asset or equity acquisitions and disposals [(III) Major Related-Party Transactions for Joint External Investments](index=67&type=section&id=(III)%20Major%20Related-Party%20Transactions%20for%20Joint%20External%20Investments) During the reporting period, the company had no major related-party transactions for joint external investments [(IV) Related-Party Creditor-Debtor Relationships](index=68&type=section&id=(IV)%20Related-Party%20Creditor-Debtor%20Relationships) During the reporting period, the company had operational creditor-debtor relationships with related parties, all settled according to normal progress; the company provided loans to the controlling shareholder, with an ending balance of RMB 1,683,000 Thousand; related parties provided funds to the company, with an ending balance of RMB 2,616,467 Thousand Related-Party Creditor-Debtor Relationships (RMB Thousand) | Related Party | Related Relationship | Ending B
中国铁建: 中国铁建第六届董事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Group 1 - The board of directors of China Railway Construction Corporation (CRCC) held its third meeting of the sixth session on August 29, 2025, with all seven directors present [1]. - The meeting approved the 2025 semi-annual report and summary, with a unanimous vote of 7 in favor [1]. - The board also approved the risk continuous assessment report for China Railway Construction Financial Co., with 6 votes in favor and the chairman abstaining from the vote [2]. - The meeting endorsed the summary evaluation report of the "14th Five-Year Plan" with a unanimous vote of 7 in favor [2]. - The board agreed to a re-decision on the Urumqi Rail Transit Line 2 Phase I PPP project due to changes in boundary conditions, with a unanimous vote of 7 in favor [2]. - The board approved the change of the general manager of the CRCC's Abu Dhabi branch with a unanimous vote of 7 in favor [3]. - The appointment of Wang Junshan as the company's securities affairs representative was approved, with a unanimous vote of 7 in favor, replacing Wang Qiang [3][4].
中国铁建: 中国铁建关于中国铁建财务有限公司风险持续评估报告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Viewpoint - The report evaluates the ongoing risk management of CRCC Finance Company, a subsidiary of China Railway Construction Corporation, confirming its compliance with regulatory requirements and effective internal controls [1][16]. Group 1: Company Overview - CRCC Finance Company was established on April 18, 2012, with a registered capital of 9 billion RMB, where China Railway Construction Corporation holds a 94% stake [1]. - The company operates under a financial license and is involved in various financial services, including deposit acceptance, loan processing, and financial consulting [2]. Group 2: Internal Control and Governance - The company has established a robust internal control framework, including a board of directors and specialized committees to oversee risk management and compliance [2][4]. - The governance structure includes a risk management committee, audit committee, and strategic investment committee, ensuring clear responsibilities and effective risk oversight [5][6]. Group 3: Risk Management Framework - CRCC Finance Company employs a three-line defense model for risk management, with distinct roles for operational departments, compliance functions, and internal audit [7]. - The company has implemented detailed procedures for credit and investment management, ensuring strict adherence to regulatory standards and internal policies [10][11]. Group 4: Financial Performance - As of June 30, 2025, the company reported total assets of 120.85 billion RMB, total liabilities of 106.40 billion RMB, and a net profit of 536 million RMB [14]. - The financial indicators are within acceptable regulatory limits, indicating a stable financial position without significant risks [14][15]. Group 5: Regulatory Compliance - The company complies with the Enterprise Group Financial Company Management Measures, with no identified violations or significant deficiencies in risk management [16]. - The financial transactions with its parent company and affiliates are conducted at fair prices and follow proper approval processes, ensuring risk control [15][16].
中国铁建: 中国铁建关于聘任证券事务代表的公告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - China Railway Construction Corporation (CRCC) appointed Mr. Wang Junshan as the new securities affairs representative, effective from the date of the board's approval [1] - Mr. Wang Junshan holds the necessary qualifications and experience to fulfill the role, having obtained the board secretary qualification certificate from the Shanghai Stock Exchange [1] - Mr. Wang Qiang resigned from the position of securities affairs representative due to work adjustments but will continue as the deputy director of the board office [1] Summary by Sections - **Appointment Details** - The board of directors approved the appointment of Mr. Wang Junshan as the securities affairs representative during the third meeting of the sixth board on August 29, 2025 [1] - Mr. Wang's term will align with the current board's tenure [1] - **Qualifications of Mr. Wang Junshan** - Mr. Wang has extensive experience in various leadership roles within the company and related organizations, including positions at China Railway Resources Group and Hebei Construction Investment Group [2] - He holds a bachelor's degree in electrical technology and a doctoral degree in management, making him well-suited for the role [2] - **Resignation of Mr. Wang Qiang** - Mr. Wang Qiang has stepped down from the securities affairs representative position but will remain as the deputy director of the board office [1] - The company expressed gratitude for Mr. Wang Qiang's contributions during his tenure [1]
中国铁建: 中国铁建2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-29 09:09
Core Viewpoint - China Railway Construction Corporation Limited (CRCC) reported a decline in revenue and profit for the first half of 2025, reflecting challenges in the construction industry and a shift in investment focus towards emerging markets and technologies [1][2]. Financial Performance - Total revenue for the first half of 2025 was CNY 489.2 billion, a decrease of 5.22% compared to CNY 516.1 billion in the same period last year [2]. - Total profit amounted to CNY 15.4 billion, down 14.04% from CNY 17.9 billion year-on-year [2]. - Net profit attributable to shareholders was CNY 10.7 billion, a decline of 10.09% from CNY 11.9 billion in the previous year [2]. - The company's total assets increased by 7.72% to CNY 2,006.6 billion compared to CNY 1,862.8 billion at the end of the previous year [2]. Industry Overview - The construction industry in China saw a total output value of CNY 13.67 trillion, with a year-on-year growth of 0.2% [3]. - The engineering contracting sector remains robust, but there is a noticeable divergence in investment across different segments, with rapid growth in water conservancy, energy, and electricity sectors, while investments in real estate and municipal projects have declined [3][4]. - The planning and design consulting sector is experiencing new opportunities due to technological advancements and the push for digital transformation [3][4]. Business Operations - CRCC's core business remains engineering contracting, covering various fields such as railways, highways, and municipal construction [5]. - The company is actively expanding into new infrastructure, new materials, and new energy sectors, aiming to enhance its comprehensive development and asset management capabilities [5][6]. - The real estate development strategy focuses on major cities, emphasizing quality management and participation in government housing projects [6][7]. Contractual Performance - New contracts signed during the reporting period totaled CNY 942.1 billion, representing a year-on-year decrease of 8.37% [9]. - The overseas contract signing saw a significant increase of 57.43%, indicating a strategic shift towards international markets [9][10]. Innovation and Technology - The company is enhancing its technological innovation capabilities, with a focus on integrating technology into project management and operations [10][11]. - CRCC has established multiple research platforms and is actively involved in national key research projects, reflecting its commitment to innovation [10][11]. Competitive Position - CRCC maintains a strong competitive edge with a complete industrial chain, providing customized and high-quality services across various sectors [11][12]. - The company is recognized as a leading contractor globally, with significant market presence in over 150 countries [11][12].
中国铁建: 中国铁建2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-29 09:09
Core Viewpoint - China Railway Construction Corporation (CRCC) reported a decrease in revenue and profit for the first half of 2025, while total assets increased, indicating a mixed financial performance amidst ongoing market challenges [1][10]. Financial Performance - Total assets reached CNY 2,006,635,769 thousand, an increase of 7.72% compared to the previous year [1]. - Operating revenue was CNY 489,199,045 thousand, down 5.22% year-on-year [1]. - Total profit amounted to CNY 15,353,454 thousand, reflecting a decline of 14.04% from the previous year [1]. - Net profit attributable to shareholders was CNY 15,353,454 thousand, with a basic earnings per share of CNY 0.70, down from CNY 0.79 [1]. Shareholder Information - The largest shareholder, China Railway Construction Group Co., Ltd., holds 51.23% of the shares [2]. - HKSCC Nominees Limited is the second-largest shareholder with 15.19% [2]. Market and Operational Highlights - The company has focused on stabilizing market operations, aligning with national growth initiatives, and enhancing order quality [10]. - New overseas contracts increased by 57.43% year-on-year, indicating a significant expansion in international operations [10]. - Cost reduction efforts led to an 8.50% decrease in sales expenses and a 9.73% reduction in management expenses [10]. Innovation and Reform - CRCC is advancing its "1+9+N" technology innovation system, with significant progress in various research institutes [10]. - The company has received multiple awards for its innovative achievements, including a special invention award at the 50th Geneva International Invention Exhibition [10]. - Ongoing reforms aim to optimize corporate structure and enhance governance, including the implementation of a comprehensive performance evaluation system [11].
中国铁建(601186) - 中国铁建关于聘任证券事务代表的公告
2025-08-29 09:02
证券代码:601186 证券简称:中国铁建 公告编号:临 2025—039 中国铁建股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承 担法律责任。 中国铁建股份有限公司(以下简称公司)于2025年8月29日召开 第六届董事会第三次会议,审议通过了《聘任公司证券事务代表的议 案》,同意聘任王均山先生为公司证券事务代表,任期自董事会审议 通过之日起算,与公司第六届董事会任期相同。王均山先生简历详见 附件。 王均山先生已取得上海证券交易所颁发的董事会秘书资格证书, 具备担任证券事务代表所需的专业知识、工作经验和相关素养,其任 职资格符合《中华人民共和国公司法》《上海证券交易所股票上市规 则》等相关法律法规和规范性文件的规定。 王强先生因工作调整辞去公司证券事务代表职务,辞职后继续担 任公司董事会办公室(证券事务部)副主任(副总经理)。王强先生 在担任公司证券事务代表期间恪尽职守、勤勉尽责,公司对王强先生 在任职期间为公司所做的贡献表示衷心感谢。 公司证券事务代表联系方式如下: 联系电话:010-52688600 1 关于聘任证券事务 ...
中国铁建(601186) - 中国铁建关于中国铁建财务有限公司风险持续评估报告
2025-08-29 09:02
中国铁建股份有限公司关于中国铁建财务 有限公司风险持续评估报告 根据《上海证券交易所上市公司自律监管指引第 5 号— —交易与关联交易》的要求,中国铁建股份有限公司(以下 简称公司)通过查验中国铁建财务有限公司(以下简称财务 公司)《金融许可证》《企业法人营业执照》等证件资料, 并审阅包括资产负债表、利润表、现金流量表等在内的财务 公司定期财务报告,对财务公司的经营资质、业务和风险状 况进行了评估,具体情况报告如下: 一、财务公司基本情况 财务公司于 2012 年 4 月 18 日经原中国银监会银监复 〔2012〕137 号文批准正式开业运营。中文名称为"中国铁 建财务有限公司",英文名称为"CRCC Finance Company Limited"。注册资本为 90 亿元人民币,中国铁道建筑集团 有限公司认缴出资 54,000 万元,持股比例为 6%;中国铁建 股份有限公司认缴出资 846,000 万元,持股比例为 94%。 注册地址:北京市海淀区复兴路 40 号院一号楼中国铁 建大厦 10 层东侧 注册资本:90 亿元人民币 企业类型:有限责任公司 法定代表人:周仲华 金融许可证机构编码:L0147H21 ...
中国铁建(601186) - 2025 Q2 - 季度财报
2025-08-29 09:00
Section I Definitions [Definitions of Common Terms](index=5&type=section&id=%E5%B8%B8%E7%94%A8%E8%AF%8D%E8%AF%AD%E9%87%8A%E4%B9%89) This chapter defines key terms and timeframes used throughout the report to ensure consistent understanding - The Company, Parent Company, Company: refers to China Railway Construction Corporation Limited[11](index=11&type=chunk) - The Group, China Railway Construction: refers to China Railway Construction Corporation Limited and its wholly-owned and controlled subsidiaries[11](index=11&type=chunk) - Reporting Period: refers to January to June 2025[11](index=11&type=chunk) Section II Company Profile and Key Financial Indicators [I. Company Information](index=6&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF) This section provides the basic registration details of China Railway Construction Corporation Limited, including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is China Railway Construction Corporation Limited, abbreviated as China Railway Construction[13](index=13&type=chunk) - The company's legal representative is Dai Hegen[13](index=13&type=chunk) [II. Contact Person and Information](index=6&type=section&id=%E4%BA%8C%E3%80%81%E8%81%94%E7%B3%BB%E4%BA%BA%E5%92%8C%E8%81%94%E7%B3%BB%E6%96%B9%E5%BC%8F) This section lists the contact details for the company's Board Secretary, Joint Company Secretary, and Securities Affairs Representative, including name, address, telephone, fax, and email - The Board Secretary and Joint Company Secretary is Jing Jing, with contact number 010-52688600 and email ir@crcc.cn[14](index=14&type=chunk) [III. Brief Introduction to Changes in Basic Information](index=6&type=section&id=%E4%B8%89%E3%80%81%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5%E5%8F%98%E6%9B%B4%E7%AE%80%E4%BB%8B) This section outlines the company's basic information, such as registered address, office address, website, and email, noting no changes during the reporting period - The company's registered and office address is East Courtyard, No. 40 Fuxing Road, Haidian District, Beijing[15](index=15&type=chunk) - No changes occurred in the company's basic information during the reporting period[15](index=15&type=chunk) [IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations](index=6&type=section&id=%E5%9B%9B%E3%80%81%E4%BF%A1%E6%81%AF%E6%8A%AB%E9%9C%B2%E5%8F%8A%E5%A4%87%E7%BD%AE%E5%9C%B0%E7%82%B9%E5%8F%98%E6%9B%B4%E6%83%85%E5%86%B5%E7%AE%80%E4%BB%8B) This section discloses the company's selected newspapers for information disclosure, website addresses for semi-annual reports, and document custody locations, confirming no changes during the reporting period - The company's selected newspapers for information disclosure include China Securities Journal, Shanghai Securities News, Securities Daily, and Securities Times[16](index=16&type=chunk) - The website addresses for publishing semi-annual reports are the Shanghai Stock Exchange (www.sse.com.cn) and the HKEX (www.hkex.com.hk)[16](index=16&type=chunk) - No changes occurred in the company's information disclosure and document custody locations during the reporting period[16](index=16&type=chunk) [V. Summary of Company Shares](index=7&type=section&id=%E4%BA%94%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E7%A5%A8%E7%AE%80%E5%86%B5) This section provides an overview of the company's A-shares and H-shares, including their listing exchanges, stock abbreviations, and stock codes - The company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation China Railway Construction and code 601186[17](index=17&type=chunk) - The company's H-shares are listed on the HKEX, with stock abbreviation China Rail Cons and code 1186[17](index=17&type=chunk) [VI. Other Relevant Information](index=7&type=section&id=%E5%85%AD%E3%80%81%E5%85%B6%E4%BB%96%E6%9C%89%E5%85%B3%E8%B5%84%E6%96%99) This section provides information on the accounting firm, legal advisors, and share registrar appointed by the company - The accounting firm appointed by the company is Ernst & Young Hua Ming LLP[18](index=18&type=chunk) - The company's Chinese legal advisor is DeHeng Law Offices, and its Hong Kong legal advisor is Baker McKenzie[19](index=19&type=chunk) [VII. Key Accounting Data and Financial Indicators](index=7&type=section&id=%E4%B8%83%E3%80%81%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) This section presents the company's key accounting data and financial indicators for the first half of 2025, including operating revenue, total profit, net profit, and earnings per share, compared to the prior period Key Accounting Data (January-June 2025 vs. Prior Period) | Key Accounting Data | Current Period (Jan-Jun) (Thousand Yuan) | Prior Period (Thousand Yuan) | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 489,199,045 | 516,136,718 | -5.22 | | Total Profit | 15,353,454 | 17,861,036 | -14.04 | | Net Profit Attributable to Shareholders of the Listed Company | 10,701,474 | 11,902,158 | -10.09 | | Net Profit Attributable to Shareholders of the Listed Company After Deducting Non-recurring Gains and Losses | 9,879,419 | 11,150,727 | -11.40 | | Net Cash Flow from Operating Activities | -79,457,258 | -81,676,283 | Not Applicable | Key Financial Indicators (January-June 2025 vs. Prior Period) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.70 | 0.79 | -11.39 | | Diluted Earnings Per Share (CNY/share) | 0.70 | 0.79 | -11.39 | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (CNY/share) | 0.64 | 0.73 | -12.33 | | Weighted Average Return on Net Assets (%) | 3.55 | 4.19 | Decrease of 0.64 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 3.24 | 3.89 | Decrease of 0.65 percentage points | - As of the end of the reporting period, net assets attributable to shareholders of the listed company were **341,139,978 Thousand Yuan**, an increase of **3.93%** year-on-year[23](index=23&type=chunk) [IX. Non-recurring Gains and Losses Items and Amounts](index=8&type=section&id=%E4%B9%9D%E3%80%81%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%92%8C%E9%87%91%E9%A2%9D) This section lists the specific items and amounts of non-recurring gains and losses during the reporting period, totaling 822,055 Thousand Yuan Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (Thousand Yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 12,032 | | Government grants recognized in current profit or loss | 252,075 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises | 177,011 | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 226,917 | | Debt restructuring gains and losses | 118,301 | | Other non-operating income and expenses apart from the above | 253,861 | | Less: Income tax impact | 146,710 | | Impact on minority interests (after tax) | 71,432 | | Total | 822,055 | Section III Management Discussion and Analysis (Board Report) [I. Overview of the Company's Industry and Main Business During the Reporting Period](index=10&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%8F%8A%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E6%83%85%E5%86%B5%E8%AF%B4%E6%98%8E) This section details the development of China Railway Construction's eight major industries in H1 2025, including engineering contracting, planning and design consulting, investment and operation, real estate development, industrial manufacturing, material logistics, green environmental protection, and industrial finance, along with the company's business models and new contract signings in each area [(I) Industry Development During the Reporting Period](index=10&type=section&id=(%E4%B8%80)%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%8F%91%E5%B1%95%E6%83%85%E5%86%B5) In H1 2025, China's construction industry saw a 0.2% increase in total output value, with engineering contracting maintaining high volume but showing differentiation in sub-sectors; planning and design consulting faced digital transformation opportunities; infrastructure investment growth slowed, but new energy and green environmental protection became new growth drivers; the real estate market was in a bottoming-out phase; industrial manufacturing faced overcapacity and transformation; material logistics was affected by declining demand but saw growth in green building material procurement; the green environmental protection industry became a significant growth pole; and industrial finance emphasized serving the real economy and digital transformation - In the first half of 2025, China's construction industry total output value was **CNY 13,674.5 billion**, a year-on-year increase of **0.2%**; the added value of the construction industry was **CNY 3,821.1 billion**, a year-on-year increase of **0.7%**[30](index=30&type=chunk) - Real estate development investment decreased by **11.2%** year-on-year, and sales area of new commercial housing decreased by **3.5%** year-on-year, indicating the market is generally in a bottoming-out phase[33](index=33&type=chunk)[34](index=34&type=chunk) - Infrastructure investment increased by **4.6%** year-on-year, with water transport industry investment growing by **21.8%**, water conservancy management industry investment by **15.4%**, and railway transport industry investment by **4.2%**[32](index=32&type=chunk) [(II) Company's Business Operations During the Reporting Period](index=11&type=section&id=(%E4%BA%8C)%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%9A%E5%8A%A1%E6%83%85%E5%86%B5) China Railway Construction's business spans eight segments: engineering contracting, planning and design consulting, investment and operation, real estate development, industrial manufacturing, material logistics, green environmental protection, and industrial finance; engineering contracting is the core business, planning and design consulting expands into emerging fields, investment and operation optimizes structure, real estate development focuses on key cities, industrial manufacturing promotes transformation and upgrading, material logistics strengthens supply chain services, green environmental protection becomes a new growth point, and industrial finance serves the main business and innovates development - Engineering contracting is the Group's core and traditional industry, covering railway, highway, urban rail transit, water conservancy and hydropower, housing construction, municipal, bridge, tunnel, airport, and port construction[39](index=39&type=chunk) - Real estate development adheres to a focused strategy, deeply expanding projects in key cities such as Beijing, Shanghai, Guangzhou, Chengdu, Xi'an, Hefei, and Hangzhou[43](index=43&type=chunk) - The industrial manufacturing sector has formed three major business systems: equipment manufacturing, material production, and concrete PC component production, vigorously developing emerging businesses like new energy equipment and high-speed railway maintenance equipment[44](index=44&type=chunk) [(III) New Contract Signings During the Reporting Period](index=13&type=section&id=(%E4%B8%89)%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%96%B0%E7%AD%BE%E5%90%88%E5%90%8C%E6%83%85%E5%86%B5) In H1 2025, China Railway Construction's total new contract value decreased by 4.04% year-on-year, with domestic business down 8.37% and overseas business up 57.43%; new contracts for engineering contracting and green environmental protection infrastructure projects accounted for 84.82% of the total, a decrease of 5.06%; railway engineering new contract value increased by 39.31%, while urban rail engineering decreased by 64.75% New Contract Value in H1 2025 (by Industry Type) | No. | Industry Type | New Contract Value (CNY Billion) | Year-on-Year Change Rate (%) | | :--- | :--- | :--- | :--- | | 1 | Engineering Contracting | 788.4259 | -7.27 | | 2 | Green Environmental Protection | 107.3821 | 15.07 | | 3 | Planning and Design Consulting | 10.0654 | -3.77 | | 4 | Industrial Manufacturing | 16.2168 | 9.90 | | 5 | Real Estate Development | 36.7834 | -11.20 | | 6 | Material Logistics | 85.4054 | 6.14 | | 7 | Industrial Finance | 4.0327 | -11.14 | | 8 | Emerging Industries | 7.8579 | 44.45 | | | Total | 1,056.1696 | -4.04 | - Overseas new contract value was **CNY 114.0944 billion**, a year-on-year increase of **57.43%**, accounting for **10.80%** of the total new contract value[49](index=49&type=chunk) - Railway engineering new contract value was **CNY 109.3025 billion**, a year-on-year increase of **39.31%**, primarily due to an increase in total railway project tenders[52](index=52&type=chunk) - Urban rail engineering new contract value was **CNY 15.8462 billion**, a year-on-year decrease of **64.75%**, primarily due to a reduction in total urban rail project tenders[52](index=52&type=chunk) [II. Discussion and Analysis of Operating Performance](index=14&type=section&id=%E4%BA%8C%E3%80%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5%E7%9A%84%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) In H1 2025, China Railway Construction achieved positive results in market operations, cost reduction and efficiency improvement, technological innovation, and reform initiatives; the company actively aligned with national strategies, improved order quality, and accelerated overseas business development; expenses were reduced through refined management and supply chain optimization; the technological innovation system was continuously improved, with breakthroughs in major scientific and technological projects; state-owned enterprise reform was steadily advanced, and corporate governance was continuously enhanced - Overseas new contract value increased by **57.43%** year-on-year, accelerating overall overseas development[54](index=54&type=chunk) - Selling expenses decreased by **8.50%** year-on-year, and administrative expenses decreased by **9.73%** year-on-year in the first half, demonstrating solid progress in cost reduction and efficiency improvement[54](index=54&type=chunk) - The company's "1+9+N" technological innovation system was continuously improved, achieving a historic breakthrough by leading a national "Science and Technology Innovation 2030 Major Project"[55](index=55&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=15&type=section&id=%E4%B8%89%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) China Railway Construction's core competitiveness lies in technological innovation, a complete industrial chain layout, refined management, enhanced brand value, and strengthened cultural soft power; the company maintains technological leadership in multiple engineering fields and accelerates R&D in strategic emerging industries; it possesses a complete industrial chain covering upstream and downstream of the construction industry, with operations in 150 countries and regions worldwide; refined management across all aspects improves development quality and efficiency; brand value continues to rise, and the corporate spirit of "carving roads through mountains and building bridges over water" fosters strong cultural cohesion - The Group's technological level in high-speed railways, plateau railways, high-cold railways, expressways, and urban rail transit engineering design and construction continues to maintain an industry-leading position[56](index=56&type=chunk) - The Group possesses a complete industrial chain covering the upstream and downstream of the construction industry, with operations across China and in **150** countries and regions worldwide[58](index=58&type=chunk) - The Group has undertaken **50%** of domestic ordinary and high-speed railways, **40%** of urban rail transit, and **30%** of high-grade highways[60](index=60&type=chunk) [IV. Major Operating Performance During the Reporting Period](index=17&type=section&id=%E5%9B%9B%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E4%B8%BB%E8%A6%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5) This section provides a detailed analysis of China Railway Construction's major operating performance in H1 2025, including changes in financial statement items, main business by segment and region, asset and liability status, working capital and capital sources, and investment status; during the reporting period, the company's operating revenue and total profit decreased year-on-year, but overseas business revenue grew significantly; the asset and liability structure remained stable, but both short-term and long-term borrowings increased; the company continued to optimize its investment structure and disclosed its securities and private equity investment status [(I) Analysis of Main Business](index=17&type=section&id=(%E4%B8%80)%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%88%86%E6%9E%90) In H1 2025, the company's operating revenue decreased by 5.22% year-on-year, mainly due to reductions in engineering contracting, planning and design consulting, real estate development, and material logistics businesses; total profit decreased by 14.04% year-on-year; selling and administrative expenses were both reduced, but financial expenses increased by 44.18% due to higher interest expenses; by segment, real estate development business saw a significant decline in revenue and total profit, while industrial manufacturing business saw an increase in revenue and total profit; overseas business revenue increased by 20.29% year-on-year Analysis Table of Financial Statement Items (January-June 2025 vs. Prior Period) | Item | Current Period (Thousand Yuan) | Prior Period (Thousand Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 489,199,045 | 516,136,718 | -5.22 | | Total Profit | 15,353,454 | 17,861,036 | -14.04 | | Selling Expenses | 2,712,168 | 2,964,103 | -8.50 | | Administrative Expenses | 9,239,703 | 10,235,150 | -9.73 | | Financial Expenses | 4,265,445 | 2,958,492 | 44.18 | | Research and Development Expenses | 7,516,476 | 8,610,730 | -12.71 | Main Business by Segment (January-June 2025 vs. Prior Period) | Segment | Operating Revenue (Thousand Yuan) | Year-on-Year Change in Operating Revenue (%) | Total Profit (Thousand Yuan) | Year-on-Year Change in Total Profit (%) | | :--- | :--- | :--- | :--- | :--- | | Engineering Contracting Business | 434,599,557 | -3.77 | 11,190,183 | -7.96 | | Planning and Design Consulting Business | 6,743,176 | -15.73 | 1,473,544 | -28.31 | | Industrial Manufacturing | 11,826,033 | 5.27 | 1,228,867 | 14.80 | | Real Estate Development Business | 20,755,405 | -34.21 | 1,651 | -99.87 | | Material Logistics and Other Businesses | 40,718,051 | -3.43 | 1,374,571 | 13.51 | - Overseas business operating revenue was **37,089,472 Thousand Yuan**, a year-on-year increase of **20.29%**, with gross profit margin increasing by **0.29 percentage points**[65](index=65&type=chunk) [(III) Analysis of Assets and Liabilities](index=20&type=section&id=(%E4%B8%89)%E8%B5%84%E4%BA%A7%E3%80%81%E8%B4%9F%E5%80%BA%E6%83%85%E5%86%B5%E5%88%86%E6%9E%90) As of June 30, 2025, the company's total assets increased by 7.72% year-on-year, reaching 2,006,635,769 Thousand Yuan; net assets attributable to shareholders of the listed company increased by 3.93% year-on-year; short-term borrowings significantly increased by 41.05%, mainly due to supplementing working capital; notes receivable decreased by 43.48%, mainly due to a decrease in customers using commercial acceptance bills for settlement; overseas assets accounted for 4.67% of total assets Assets and Liabilities Status (June 30, 2025 vs. End of Prior Year) | Item Name | Current Period End (Thousand Yuan) | Proportion of Total Assets at Current Period End (%) | Prior Year End (Thousand Yuan) | Proportion of Total Assets at Prior Year End (%) | Change from Prior Year End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 2,006,635,769 | 100.00 | 1,862,842,522 | 100.00 | 7.72 | | Net Assets Attributable to Shareholders of the Listed Company | 341,139,978 | 17.00 | 328,251,080 | 17.62 | 3.93 | | Short-term Borrowings | 211,770,913 | 10.55 | 150,142,693 | 8.06 | 41.05 | | Notes Receivable | 1,823,056 | 0.09 | 3,225,444 | 0.17 | -43.48 | | Accounts Receivable | 242,072,540 | 12.06 | 204,759,238 | 10.99 | 18.22 | | Contract Assets | 360,411,209 | 17.96 | 304,749,626 | 16.36 | 18.26 | | Long-term Borrowings | 335,602,406 | 16.72 | 281,386,136 | 15.11 | 19.27 | - Overseas assets were **93,725,588 Thousand Yuan**, accounting for **4.67%** of total assets[81](index=81&type=chunk) [(IV) Working Capital and Capital Sources (Disclosed as Required by HKEX Listing Rules)](index=22&type=section&id=(%E5%9B%9B)%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E5%8F%8A%E8%B5%84%E6%9C%AC%E6%9D%A5%E6%BA%90%EF%BC%88%E6%8C%89%E7%85%A7%E8%81%94%E4%BA%A4%E6%89%80%E4%B8%8A%E5%B8%82%E8%A7%84%E5%88%99%E8%A6%81%E6%B1%82%E6%8A%AB%E9%9C%B2%EF%BC%89) In H1 2025, the company's net cash outflow from operating activities decreased, net cash outflow from investing activities increased, and net cash inflow from financing activities increased; capital expenditure increased by 6.50% year-on-year; both accounts receivable and accounts payable increased, with an increase in both accounts receivable turnover days and accounts payable turnover days; total debt and leverage ratio both increased, while the amount of commitments decreased Group Cash Flow (January-June 2025 vs. Prior Period) | Item | Reporting Period (Thousand Yuan) | Prior Period (Thousand Yuan) | Change from Prior Period (Thousand Yuan) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -79,457,258 | -81,676,283 | 2,219,025 | | Net Cash Flow from Investing Activities | -25,987,914 | -20,978,389 | -5,009,525 | | Net Cash Flow from Financing Activities | 101,480,589 | 95,331,937 | 6,148,652 | - During the reporting period, the Group's capital expenditure was **CNY 19.6509 billion**, an increase of **CNY 1.1995 billion** or **6.50%** compared to the prior period[84](index=84&type=chunk) Accounts Receivable and Accounts Payable Turnover Days | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Receivable Turnover Days | 90 | 68 | | Accounts Payable Turnover Days | 212 | 191 | - As of the end of the reporting period, the Group's leverage ratio was **74%** (current period end) and **71%** (prior year end)[99](index=99&type=chunk) [(V) Analysis of Investment Status](index=26&type=section&id=(%E4%BA%94)%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) At the end of the reporting period, the book balance of the company's long-term equity investments slightly decreased; the company held various financial assets measured at fair value, including stocks, trust products, and private equity funds, with a significant total investment in private equity funds; the company engaged in securities investment activities and disclosed the investment status of major private equity funds - At the end of the reporting period, the Group's long-term equity investment book balance was **CNY 153.6609 billion**, a decrease of **CNY 0.4380 billion** or **0.28%** from the end of the prior year, mainly due to reduced investments in joint ventures and associates during the reporting period[104](index=104&type=chunk) Financial Assets Measured at Fair Value (Partial) | Security Type | Security Abbreviation | Book Value at Period End (Thousand Yuan) | Accounting Classification | | :--- | :--- | :--- | :--- | | Stock | China Tcom | 73,640 | Financial assets held for trading | | Stock | China Nonferrous Mining | 244,463 | Other non-current financial assets | | Stock | Bank of Communications | 320,554 | Other equity instrument investments | | Fund | Boshi Yulong Mixed | 59,601 | Financial assets held for trading | | Trust Product | CCB Trust TieJian LanHai Collective Fund Trust Plan (No. 28) | 1,000 | Financial assets held for trading | Private Equity Fund Investment Status (Partial) | Name of Investee | Initial Investment Amount (Thousand Yuan) | Book Value at Period End (Thousand Yuan) | Profit/Loss for Reporting Period (Thousand Yuan) | Accounting Classification | | :--- | :--- | :--- | :--- | :--- | | Jinan Jiayue Transportation Investment Development Partnership (Limited Partnership) | 3,538,790 | 3,538,790 | 100,420 | Other non-current financial assets | | Guangxi Jiaotou Twenty-One Phase Transportation Construction Investment Fund Partnership (Limited Partnership) | 1,036,142 | 1,036,142 | - | Other non-current financial assets | | Qingdao Metro Line 4 Investment Fund (Limited Partnership) | 917,000 | 894,000 | 37,201 | Other non-current financial assets | [(VII) Analysis of Major Holding and Participating Companies](index=32&type=section&id=(%E4%B8%83)%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) This section lists the registered capital, main business, industry, and key financial indicators as of June 30, 2025, for China Railway Construction's major subsidiaries, including total assets, net assets, and net profit; these subsidiaries cover various fields such as construction, planning and design consulting, real estate development, industrial manufacturing, material procurement and sales, financial services, and project investment Major Subsidiary Information (Partial) | Company Name | Registered Capital (Thousand Yuan) | Main Business | Industry | Total Assets (Thousand Yuan) | Net Assets (Thousand Yuan) | Net Profit (Thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Civil Engineering Construction Corporation | 3,000,000 | Construction | Construction | 37,569,531 | 10,496,590 | 589,402 | | China Railway No. 11 Bureau Group Co., Ltd. | 6,162,382 | Construction | Construction | 102,093,955 | 18,769,946 | 1,027,268 | | China Railway Construction Real Estate Group Co., Ltd. | 7,000,000 | Real Estate Development, Operation | Real Estate | 222,850,706 | 49,424,368 | 90,774 | | China Railway Construction Heavy Industry Group Co., Ltd. | 5,333,497 | Industrial Manufacturing | Industrial | 27,055,426 | 17,861,184 | 735,498 | | China Railway Construction Investment Group Co., Ltd. | 12,067,086 | Project Investment | Investment | 219,705,084 | 38,683,625 | 434,619 | [V. Other Disclosure Matters](index=34&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A1%B9) This section discloses the major risks the company may face, including investment risks, project operation and management risks, debt capital risks, international operation risks, and safety risks, and outlines corresponding countermeasures; additionally, the company details the progress of its "Quality Improvement, Efficiency Enhancement, and High Returns" special action, covering aspects such as improving economic operation quality, strengthening market value management, enhancing investor relations management, and improving corporate governance [(II) Potential Risks](index=34&type=section&id=(%E4%BA%8C)%20%E5%8F%AF%E8%83%BD%E9%9D%A2%E5%AF%B9%E7%9A%84%E9%A3%8E%E9%99%A9) China Railway Construction faces investment risks, project operation and management risks, debt capital risks, international operation risks, and safety risks; the company addresses these risks by optimizing investment structure, strengthening full-process control, enhancing budget guidance, strictly controlling financing scale, optimizing overseas operation and management systems, improving overseas risk control systems, and diligently carrying out safety production fundamental improvement actions - The Group's major potential risks primarily include investment risks, project operation and management risks, debt capital risks, international operation risks, and safety risks[6](index=6&type=chunk)[118](index=118&type=chunk) - To address investment risks, the company strengthens situation analysis, optimizes the medium- and long-term investment business structure towards strategic emerging industries, and strictly implements a negative list for investment projects[118](index=118&type=chunk) - To address debt capital risks, the company strengthens budget guidance, enhances assessment and control, and strictly controls financing scale and asset-liability ratio[119](index=119&type=chunk) [(III) Other Disclosure Matters](index=35&type=section&id=(%E4%B8%89)%20%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A1%B9) The company actively carried out the "Quality Improvement, Efficiency Enhancement, and High Returns" special action, promoting value creation and valuation enhancement through improving economic operation quality, strengthening market value management, enhancing investor relations management, and improving corporate governance; the company established a market value management leading group, formulated the "Market Value Management System" and "Valuation Enhancement Plan," and revised the "Investor Relations Management System"; simultaneously, it strengthened interaction with investors through various channels and continuously improved its corporate governance structure by abolishing the supervisory board - The company focused on high-quality development, diligently carried out the "Quality Improvement, Efficiency Enhancement, and High Returns" special action, and implemented multiple measures to promote value creation and valuation enhancement[122](index=122&type=chunk) - The company established a market value management leading group, formulated the "Market Value Management System" and "Valuation Enhancement Plan," and revised the "Investor Relations Management System"[122](index=122&type=chunk) - The 2024 cash dividend ratio was **20.60%**, an increase of **0.42 percentage points** from the prior year[122](index=122&type=chunk) - The company abolished the supervisory board, with the Board's Audit and Risk Management Committee exercising the functions of the supervisory board as stipulated by the "Company Law," further enhancing corporate governance[122](index=122&type=chunk) Section IV Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management During the Reporting Period](index=36&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, there were multiple changes in the company's directors, supervisors, and senior management; in April 2025, the company elected members of the Sixth Board of Directors and appointed new senior management; in June 2025, the company's general meeting of shareholders approved the abolition of the supervisory board Changes in Directors, Supervisors, and Senior Management During the Reporting Period | Name | Position Held | Change | | :--- | :--- | :--- | | Wang Jun | Independent Non-executive Director | Election | | Zhu Lin | Employee Director | Election | | Zhao Lixin | Independent Non-executive Director | Resignation | | Zhao Wei | Chairman of the Supervisory Board | Resignation | | Liu Xuan | Supervisor | Resignation | | Kang Fuxiang | Employee Supervisor | Resignation | | Lei Shengxiang | Chief Engineer | Resignation | - On April 29, 2025, the company elected Mr. Dai Hegen as Executive Director and Chairman, Mr. Gao Lieyang as Non-executive Director, and Mr. Ma Chuanjing, Mr. Xie Guoguang, Mr. Qian Weilun, and Mr. Wang Jun as Independent Non-executive Directors[125](index=125&type=chunk) - On June 20, 2025, the company held its 2024 Annual General Meeting, which approved the "Proposal on Amending the Articles of Association of China Railway Construction Corporation Limited and Abolishing the Supervisory Board," leading to the abolition of the company's supervisory board[126](index=126&type=chunk)[127](index=127&type=chunk) [II. Securities Dealing Code for Directors and Supervisors (Disclosed as Required by HKEX Listing Rules)](index=37&type=section&id=%E4%BA%8C%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E8%AF%81%E5%88%B8%E4%BA%A4%E6%98%93%E8%A1%8C%E4%B8%BA%E5%AE%88%E5%88%99%EF%BC%88%E6%8C%89%E7%85%A7%E8%81%94%E4%BA%A4%E6%89%80%E4%B8%8A%E5%B8%82%E8%A7%84%E5%88%99%E8%A6%81%E6%B1%82%E6%8A%AB%E9%9C%B2%EF%BC%89) The company has adopted a securities dealing code no less stringent than the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the HKEX Listing Rules, and confirmed that all directors and supervisors complied with the code during the reporting period - The company has adopted a securities dealing code for directors, supervisors, and relevant employees, and confirmed their compliance with the stipulated standards during the reporting period[129](index=129&type=chunk) [III. Profit Distribution or Capital Reserve Conversion Plan](index=37&type=section&id=%E4%B8%89%E3%80%81%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E6%88%96%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E9%A2%84%E6%A1%88) The company did not propose a profit distribution or capital reserve conversion plan for the current reporting period - The company did not propose a profit distribution or capital reserve conversion plan for the current reporting period, with the number of bonus shares, dividends, and conversion shares per 10 shares all being **0**[130](index=130&type=chunk) [VI. Compliance with the Corporate Governance Code (Disclosed as Required by HKEX Listing Rules)](index=38&type=section&id=%E5%85%AD%E3%80%81%E5%85%AC%E5%8F%B8%E9%81%B5%E5%AE%88%E3%80%8A%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%88%99%E3%80%8B%E6%83%85%E5%86%B5%EF%BC%88%E6%8C%89%E7%85%A7%E8%81%94%E4%BA%A4%E6%89%80%E4%B8%8A%E5%B8%82%E8%A7%84%E5%88%99%E8%A6%81%E6%B1%82%E6%8A%AB%E9%9C%B2%EF%BC%89) During the reporting period, the company strictly complied with all code provisions of the "Company Law," "Securities Law," relevant Hong Kong laws and regulations, and the Corporate Governance Code contained in Appendix C1 of the HKEX Listing Rules, continuously improving its corporate governance structure - During the reporting period, the company strictly complied with all code provisions of the "Corporate Governance Code" and continuously improved its corporate governance structure[133](index=133&type=chunk) [VIII. Specific Progress in Consolidating Poverty Alleviation Achievements and Rural Revitalization](index=38&type=section&id=%E5%85%AB%E3%80%81%E5%B7%A9%E5%9B%BA%E6%8B%93%E5%B1%95%E8%84%B1%E8%B4%AB%E6%94%BB%E5%9D%9A%E6%88%90%E6%9E%9C%E3%80%81%E4%B9%A1%E6%9D%91%E6%8C%AF%E5%85%B4%E7%AD%89%E5%B7%A5%E4%BD%9C%E5%85%B7%E4%BD%93%E6%83%85%E5%86%B5) China Railway Construction actively responded to the national rural revitalization strategy, investing 52.11 million Yuan in gratuitous assistance and directly introducing 8.268 million Yuan in remunerated assistance funds in H1 2025, while purchasing 8.17 million Yuan of agricultural products from assisted areas; the company supports economic development and livelihood improvement in assisted areas through industrial assistance, brand building, and a multi-dimensional assistance system, receiving the highest rating of "Good" for central government-designated poverty alleviation work for four consecutive years - In the first half of 2025, China Railway Construction invested a total of **CNY 52.11 million** in gratuitous assistance funds to designated and paired assistance counties and districts[135](index=135&type=chunk) - The company directly introduced **CNY 8.268 million** in remunerated assistance funds and purchased **CNY 8.17 million** in agricultural products from assisted areas[135](index=135&type=chunk) - The company promotes industrial assistance and cultural revitalization through the "CRCC XingNong" master brand and sub-brand matrix; for example, the Wanqan District sea buckthorn planting project is expected to achieve an output value of **CNY 100 million** in 2025[136](index=136&type=chunk)[137](index=137&type=chunk) - In the 2024 annual performance evaluation of central government-designated poverty alleviation work, China Railway Construction received the highest rating of "Good" for the **fourth consecutive year**[134](index=134&type=chunk) Section V Important Matters [I. Fulfillment of Commitments](index=40&type=section&id=%E4%B8%80%E3%80%81%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) This section discloses the fulfillment of commitments by the company's actual controller, shareholders, related parties, and the company itself during or continuing into the reporting period, primarily concerning land idleness, share lock-up, and avoidance of horizontal competition, with all commitments strictly fulfilled - Controlling shareholder China Railway Construction Group Co., Ltd. committed to bear civil liability for losses caused by undisclosed land idleness or other illegal activities by China Railway Construction, a long-term and strictly fulfilled commitment[141](index=141&type=chunk) - The company and its controlling shareholder have fulfilled their share lock-up commitments regarding the spin-off listing of CRCC Heavy Industry on the STAR Market, and the company voluntarily extended the lock-up period for its CRCC Heavy Industry shares by **12 months**[141](index=141&type=chunk)[142](index=142&type=chunk) [V. Appointment and Dismissal of Accounting Firms](index=43&type=section&id=%E4%BA%94%E3%80%81%E8%81%98%E4%BB%BB%E3%80%81%E8%A7%A3%E8%81%98%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%83%85%E5%86%B5) The company decided to change its accounting firm due to the expiration of Deloitte Touche Tohmatsu Certified Public Accountants LLP's audit service term, to ensure audit independence; in June 2025, the company's general meeting of shareholders approved the appointment of Ernst & Young Hua Ming LLP as the audit service provider for 2025, with an audit fee of 25 million Yuan - Deloitte Touche Tohmatsu Certified Public Accountants LLP had served for **8 years** in auditing the company's financial statements and internal controls, leading the company to decide on a change of accounting firm[144](index=144&type=chunk) - On June 20, 2025, the company's general meeting of shareholders approved the appointment of Ernst & Young Hua Ming LLP as the audit service provider for the company in 2025[144](index=144&type=chunk) - The 2025 audit fee is **CNY 25 million**, including **CNY 23.3 million** for domestic and overseas financial statement audits and interim reviews, and **CNY 1.7 million** for internal control audits[144](index=144&type=chunk) [VI. Review of Semi-Annual Report by Audit and Risk Management Committee](index=43&type=section&id=%E5%85%AD%E3%80%81%E5%AE%A1%E8%AE%A1%E4%B8%8E%E9%A3%8E%E9%99%A9%E7%AE%A1%E7%90%86%E5%A7%94%E5%91%98%E4%BC%9A%E5%AE%A1%E9%98%85%E5%8D%8A%E5%B9%B4%E6%8A%A5%E6%83%85%E5%86%B5) The company's Board Audit and Risk Management Committee has reviewed the Group's interim financial statements for the six months ended June 30, 2025, and discussed accounting policies, practices, and internal controls with management - The company's Board Audit and Risk Management Committee has reviewed the Group's interim financial statements for the six months ended June 30, 2025[145](index=145&type=chunk) - The committee discussed accounting policies, practices, and internal controls with management[145](index=145&type=chunk) [XII. Material Related Party Transactions](index=44&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) This section details the company's material related party transactions with its controlling shareholder and other related parties in daily operations, creditor-debtor relationships, and financial services; the company renewed house leasing and financial service agreements with its controlling shareholder and signed equipment purchase and lease service agreements with CRCC Financial Leasing; during the reporting period, related party creditor-debtor relationships and financial services were settled as per normal progress [(I) Related Party Transactions Related to Daily Operations](index=44&type=section&id=(%E4%B8%80)%20%E4%B8%8E%E6%97%A5%E5%B8%B8%E7%BB%8F%E8%90%A5%E7%9B%B8%E5%85%B3%E7%9A%84%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) The company with its controlling shareholder renewed its house leasing framework agreement and financial service agreement, and signed an equipment purchase and lease service agreement with CRCC Financial Leasing, all having undergone necessary decision-making procedures; during the reporting period, all daily operating related party transactions were executed as per agreement, with no changes - The company renewed the "House Leasing Framework Agreement" with its controlling shareholder, with an annual transaction cap of **300 million Yuan** for 2025[147](index=147&type=chunk) - The company renewed the "Service Provision Framework Agreement" with its controlling shareholder, with an annual transaction cap not exceeding **1 billion Yuan** for 2025-2027[148](index=148&type=chunk) - The company and its controlled subsidiary, China Railway Construction Finance Co., Ltd., renewed the "Financial Services Agreement" with the controlling shareholder, providing deposit, loan, settlement, and other financial services[148](index=148&type=chunk) Related Party Transactions with Controlling Shareholder in Daily Operations | Related Party | Related Party Transaction Type | Related Party Transaction Content | Related Party Transaction Amount (Thousand Yuan) | | :--- | :--- | :--- | :--- | | Shaanxi Railway Engineering Survey Co., Ltd. and 11 other entities | Acceptance of labor services | Planning and design consulting | 236,835 | | Controlling Shareholder and related parties | House leasing expenses | House leasing | 29,905 | | CRCC Financial Leasing Co., Ltd. | Machinery and equipment leasing expenses | Machinery and equipment leasing | 1,179,252 | | CRCC Financial Leasing Co., Ltd. | Equipment sales revenue | Equipment sales | 251,958 | | CRCC Financial Leasing Co., Ltd. | Equipment procurement expenses | Equipment procurement | 147,155 | [(IV) Related Party Creditor-Debtor Relationships](index=47&type=section&id=(%E5%9B%9B)%20%E5%85%B3%E8%81%94%E5%80%BA%E6%9D%83%E5%80%BA%E5%8A%A1%E5%BE%80%E6%9D%A5) The company's creditor-debtor relationships with related parties are primarily operational and settled as per normal progress; during the reporting period, the balance of funds provided by the listed company to the controlling shareholder increased, while the balance of funds provided by related parties to the listed company decreased Related Party Creditor-Debtor Relationships | Related Party | Relationship | Balance of Funds Provided by Listed Company to Related Party at Period End (Thousand Yuan) | Balance of Funds Provided by Related Party to Listed Company at Period End (Thousand Yuan) | | :--- | :--- | :--- | :--- | | China Railway Construction Group Co., Ltd. | Controlling Shareholder | 1,683,000 | 1,836,876 | | China Railway Construction Group Co., Ltd. | Controlling Shareholder | - | 302,980 | | CRCC Jinli Asset Management Co., Ltd. | Wholly-owned subsidiary of Controlling Shareholder | - | 462,085 | | Xi'an Tianchuang Investment Development Co., Ltd. | Wholly-owned subsidiary of Controlling Shareholder | - | 3,001 | | CRCC Financial Leasing Co., Ltd. | Controlled subsidiary of Controlling Shareholder | - | 11,525 | | Total | / | 1,683,000 | 2,616,467 | - Related party creditor-debtor relationships arose from operational creditor-debtor transactions and were settled as per normal progress[153](index=153&type=chunk) [(V) Financial Services Between the Company and Related Financial Companies, and Between the Company's Controlled Financial Company and Related Parties](index=48&type=section&id=(%E4%BA%94)%20%E5%85%AC%E5%8F%B8%E4%B8%8E%E5%AD%98%E5%9C%A8%E5%85%B3%E8%81%94%E5%85%B3%E7%B3%BB%E7%9A%84%E8%B4%A2%E5%8A%A1%E5%85%AC%E5%8F%B8%E3%80%81%E5%85%AC%E5%8F%B8%E6%8E%A7%E8%82%A1%E8%B4%A2%E5%8A%A1%E5%85%AC%E5%8F%B8%E4%B8%8E%E5%85%B3%E8%81%94%E6%96%B9%E4%B9%8B%E9%97%B4%E7%9A%84%E9%87%91%E8%9E%8D%E4%B8%9A%E5%8A%A1) The company's controlled subsidiary, China Railway Construction Finance Co., Ltd., has financial business with the controlling shareholder and its subsidiaries, including deposits, loans, and credit lines; during the reporting period, the total deposits of related parties in the financial company decreased, while the company's loan balance to the controlling shareholder increased Deposit Business Status | Related Party | Relationship | Beginning Balance (Thousand Yuan) | Total Deposits in Current Period (Thousand Yuan) | Total Withdrawals in Current Period (Thousand Yuan) | Ending Balance (Thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | China Railway Construction Group Co., Ltd. | Controlling Shareholder | 289,618 | 1,063,030 | 1,049,668 | 302,980 | | CRCC Jinli Asset Management Co., Ltd. | Wholly-owned subsidiary of Controlling Shareholder | 609,490 | 820,675 | 968,080 | 462,085 | | Xi'an Tianchuang Investment Development Co., Ltd. | Wholly-owned subsidiary of Controlling Shareholder | - | 13,900 | 10,899 | 3,001 | | CRCC Financial Leasing Co., Ltd. | Controlled subsidiary of Controlling Shareholder | 5,246 | 761,249 | 754,970 | 11,525 | | Total | / | 904,354 | 2,658,854 | 2,783,617 | 779,591 | Loan Business Status | Related Party | Relationship | Loan Limit (Thousand Yuan) | Beginning Balance (Thousand Yuan) | Total Loans in Current Period (Thousand Yuan) | Total Repayments in Current Period (Thousand Yuan) | Ending Balance (Thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Railway Construction Group Co., Ltd. | Controlling Shareholder | 4,000,000 | 1,095,056 | 721,003 | 133,059 | 1,683,000 | [XIII. Material Contracts and Their Performance](index=50&type=section&id=%E5%8D%81%E4%B8%89%E3%80%81%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) This section discloses the company's material guarantees performed and new major operating contracts signed domestically and internationally during the reporting period; the company's total external guarantees amounted to 79.6829 billion Yuan, with guarantees to subsidiaries accounting for the vast majority; new domestic contracts include several high-speed railway and highway projects, while overseas contracts primarily focus on the China-Kyrgyzstan-Uzbekistan railway project and the Saudi King Abdullah University infrastructure project [(II) Material Guarantees Performed and Unfulfilled During the Reporting Period](index=50&type=section&id=(%E4%BA%8C)%20%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%B1%A5%E8%A1%8C%E7%9A%84%E5%8F%8A%E5%B0%9A%E6%9C%AA%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E7%9A%84%E9%87%8D%E5%A4%A7%E6%8B%85%E4%BF%9D%E6%83%85%E5%86%B5) As of the end of the reporting period, the total outstanding guarantees provided by the company and its wholly-owned and controlled subsidiaries amounted to 79.6829 billion Yuan, of which guarantees to subsidiaries totaled 77.7524 billion Yuan, accounting for the vast majority of the company's total guarantees; the company had no overdue guarantees, and all external guarantees complied with decision-making procedures and information disclosure obligations - The total guarantee amount (A+B) at the end of the reporting period was **79,682,853 Thousand Yuan**, accounting for **23.36%** of the company's net assets[162](index=162&type=chunk) - The total outstanding guarantees provided by the company and its wholly-owned and controlled subsidiaries to subsidiaries amounted to **77,752,389 Thousand Yuan**[162](index=162&type=chunk) - The company had no overdue guarantees, and all external guarantees strictly complied with relevant regulatory documents and corporate governance system requirements for decision-making procedures and information disclosure obligations[162](index=162&type=chunk) [(III) Other Material Contracts](index=52&type=section&id=(%E4%B8%89)%20%E5%85%B6%E4%BB%96%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C) During the reporting period, the company signed several new major domestic and overseas operating contracts; domestic contracts primarily include the new Yichang to Fuling High-speed Railway, the Shanghai-Chongqing Expressway expansion project, and the Shanghai-Nanjing-Hefei High-speed Railway; overseas contracts mainly include the Saudi King Abdullah University infrastructure and supporting facilities relocation project and the China-Kyrgyzstan-Uzbekistan railway early-start section tunnel project Domestic Operating Contracts (Partial) | No. | Project Name | Contract Amount (CNY Billion) | Company Signing Entity | | :--- | :--- | :--- | :--- | | 2 | New Yichang to Fuling High-speed Railway (Hubei Section) Station Front Engineering YFHBZQ-4 Bid Section, etc. | 20.797 | China Railway No. 14 Bureau Group Co., Ltd., China Railway No. 20 Bureau Group Co., Ltd., etc. | | 5 | New Shanghai to Nanjing to Hefei High-speed Railway Shanghai Baoshan Station Building and Related Engineering Construction General Contract BSZF-1 Bid Section, BSZF-2 Bid Section | 5.438 | China Railway No. 14 Bureau Group Co., Ltd., China Railway Construction Engineering Group Co., Ltd. | | 9 | Nanjing Shangyuanmen River Crossing Channel, New Shanghai to Nanjing to Hefei High-speed Railway Nanjing Hub (Jiangbei Area) Remaining Engineering and Nanjing North Station Local Supporting Synchronous Implementation Engineering Construction General Contract SYMZQ-02SG Bid Section, SYMZQ-03SG Bid Section | 4.930 | China Railway No. 24 Bureau Group Co., Ltd., China Railway No. 16 Bureau Group Co., Ltd. | Overseas Operating Contracts (Partial) | No. | Project Name | Contract Amount (CNY Billion) | Company Signing Entity | | :--- | :--- | :--- | :--- | | 1 | Saudi King Abdullah University Infrastructure and Supporting Facilities Relocation Project | 8.112 | China Railway Construction Corporation Limited and China Railway Construction Engineering Group Co., Ltd. Consortium | | 2 | China-Kyrgyzstan-Uzbekistan Railway Early-Start Section (Kyrgyzstan Section Key Control Engineering) Three Tunnels Engineering ZJWZQ-2 Bid Section General Contract Project | 1.416 | China Railway No. 11 Bureau Group Co., Ltd. | | 4 | China-Kyrgyzstan-Uzbekistan Railway Project (Kyrgyzstan Section) Full Line Station Front Engineering ZJWZQ-6 Bid Section General Contract Project (Excluding Early-Start Section) | 1.568 | China Railway No. 19 Bureau Group Co., Ltd. | Section VI Share Changes and Shareholder Information [I. Share Capital Changes](index=54&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E6%9C%AC%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, there were no changes in the company's total share capital or share structure, nor any repurchases, sales, or redemptions of the company's securities - During the reporting period, there were no changes in the company's total share capital or share structure[169](index=169&type=chunk) - During the reporting period, neither the company nor its subsidiaries repurchased, sold, or redeemed any of the company's securities[170](index=170&type=chunk) [II. Shareholder Information](index=54&type=section&id=%E4%BA%8C%E3%80%81%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) As of June 30, 2025, the company's total share capital was 13,579,541,500 shares, with a total of 230,727 shareholders; the controlling shareholder, China Railway Construction Group Co., Ltd., held 51.23% of the A-shares; HKSCC NOMINEES LIMITED was the second largest shareholder, holding 15.19% of the H-shares Share Capital Structure (June 30, 2025) | Shareholder Name | Share Class | Number of Shares | Percentage of Total Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | China Railway Construction Group Co., Ltd. | A-share | 6,956,316,590 | 51.23 | | A-share Public Shareholders | A-share | 4,546,928,910 | 33.48 | | H-share Public Shareholders | H-share | 2,076,296,000 | 15.29 | | Total | / | 13,579,541,500 | 100.00 | - As of June 30, 2025, the company had a total of **230,727** shareholders (**217,484** A-share shareholders and **13,243** H-share shareholders)[175](index=175&type=chunk) - HKSCC NOMINEES LIMITED held **2,062,665,365** shares, accounting for **15.19%**, making it the second largest shareholder[178](index=178&type=chunk) [III. Directors and Senior Management Information](index=58&type=section&id=%E4%B8%89%E3%80%81%E8%91%A3%E4%BA%8B%E5%92%8C%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E6%83%85%E5%86%B5) As of the end of the reporting period, the company's directors and senior management did not hold any shares in the company, nor were they granted any stock options or restricted shares, and they complied with the securities dealing code - As of the end of the reporting period, the company's directors and senior management did not hold any shares in the company, nor were they granted any stock options or restricted shares[183](index=183&type=chunk) Section VII Bond-Related Information [I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=59&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%EF%BC%88%E5%90%AB%E4%BC%81%E4%B8%9A%E5%80%BA%E5%88%B8%EF%BC%89%E5%92%8C%E9%9D%9E%E9%87%91%E8%9E%8D%E4%BC%81%E4%B8%9A%E5%80%BA%E5%8A%A1%E8%9E%8D%E8%B5%84%E5%B7%A5%E5%85%B7) This section details the basic information, use of raised funds, special bond types, and important matters related to the company's corporate bonds and non-financial enterprise debt financing instruments during the reporting period; the company issued multiple tranches of perpetual corporate bonds and technology innovation corporate bonds, with funds primarily used to supplement working capital; the company also disclosed non-operating intercompany receivables and fund borrowings, as well as the Group's interest-bearing debt structure [(I) Corporate Bonds (Including Enterprise Bonds)](index=59&type=section&id=(%E4%B8%80)%20%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%EF%BC%88%E5%90%AB%E4%BC%81%E4%B8%9A%E5%80%BA%E5%88%B8%EF%BC%89) The company issued multiple tranches of perpetual corporate bonds and technology innovation corporate bonds, with bond balances ranging from 800 million Yuan to 3 billion Yuan, and coupon rates between 2.08% and 4.00%; these bonds are primarily traded on the Shanghai Stock Exchange, issued to professional or qualified investors, and include the company's renewal option and deferred interest payment right - The company issued multiple tranches of perpetual corporate bonds, such as "CRCC YK01" with a bond balance of **3,000,000 Thousand Yuan**, an interest rate of **3.95%**, maturing on December 21, 2025, with the company having the right to exercise its renewal option[186](index=186&type=chunk) - The company issued technology innovation perpetual corporate bonds, such as "CRCC YK25" with a bond balance of **1,500,000 Thousand Yuan**, an interest rate of **2.08%**, maturing on April 21, 2028[188](index=188&type=chunk) [(II) Use of Corporate Bond Proceeds](index=64&type=section&id=(%E4%BA%8C)%20%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%E5%8B%9F%E9%9B%86%E8%B5%84%E9%87%91%E6%83%85%E5%86%B5) The total proceeds from the company's multiple tranches of technology innovation perpetual corporate bonds were all 1,500,000 Thousand Yuan, and the actual use of proceeds was to supplement working capital; the use of proceeds complied with the prospectus's stated purposes, and the special account management for proceeds was compliant with local government debt management regulations Basic Information on Corporate Bond Proceeds | Bond Code | Bond Abbreviation | Is it a Special Bond Type | Specific Type of Special Bond | Total Proceeds (Thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | | 242946 | CRCC YK29 | Yes | Technology Innovation Corporate Bond, Perpetual Corporate Bond | 1,500,000 | | 242945 | CRCC YK28 | Yes | Technology Innovation Corporate Bond, Perpetual Corporate Bond | 1,500,000 | | 242847 | CRCC YK26 | Yes | Technology Innovation Corporate Bond, Perpetual Corporate Bond | 1,500,000 | | 242846 | CRCC YK25 | Yes | Technology Innovation Corporate Bond, Perpetual Corporate Bond | 1,500,000 | - All proceeds were used to supplement working capital required for the company's main business and daily production and operations, not for new share placements, subscriptions, or trading in stocks and their derivatives, convertible bonds, or other non-productive expenditures[195](index=195&type=chunk) - The use of proceeds and management of the proceeds account were compliant, adhering to local government debt management regulations[196](index=196&type=chunk) [(III) Other Matters to be Disclosed for Special Bond Types](index=66&type=section&id=(%E4%B8%89)%20%E4%B8%93%E9%A1%B9%E5%93%81%E7%A7%8D%E5%80%BA%E5%88%B8%E5%BA%94%E5%BD%93%E6%8A%AB%E9%9C%B2%E7%9A%84%E5%85%B6%E4%BB%96%E4%BA%8B%E9%A1%B9) The company issued multiple tranches of perpetual corporate bonds and technology innovation corporate bonds, all classified as other equity instruments within owners' equity; during the reporting period, there were no events related to the renewal, interest rate step-up, interest deferral, or mandatory interest payment of these bonds; as a technology innovation enterprise issuer, the company used bond proceeds to supplement working capital and promote technological innovation development - The company's issued perpetual corporate bonds, such as "21 CRCC Y2" with a bond balance of **1,300,000 Thousand Yuan**, are all classified as owners' equity—other equity instruments[198](index=198&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[203](index=203&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) - The company's issued technology innovation corporate bonds, such as "CRCC YK01" with a bond balance of **3,000,000 Thousand Yuan**, meet the requirements for technology innovation enterprise issuers, and the proceeds are used to supplement working capital[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[251](index=251&type=chunk)[253](index=253&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) - During the reporting period, the company's R&D expenses were **CNY 7.5165 billion**, implementing innovation-driven development and continuously improving its technology innovation management system and mechanisms[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[251](index=251&type=chunk)[253](index=253&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) [(IV) Important Matters Related to Corporate Bonds During the Reporting Period](index=85&type=section&id=(%E5%9B%9B)%20%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%E7%9B%B8%E5%85%B3%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9) At the end of the reporting period, the company's consolidated non-operating intercompany receivables and fund borrowings balance was 4,443,570 Thousand Yuan, not exceeding 10% of consolidated net assets; the company's consolidated interest-bearing debt balance was 602,536,287 Thousand Yuan, a year-on-year increase of 24.01%, with bank loans accounting for 90.14%; the outstanding overseas bonds amounted to 8,193,360 Thousand Yuan; no overdue interest-bearing debt or violations of regulations occurred during the reporting period - At the end of the reporting period, the company's consolidated non-operating intercompany receivables and fund borrowings balance was **4,443,570 Thousand Yuan**, accounting for **1.03%** of consolidated net assets, not exceeding **10%**[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) Company Consolidated Interest-Bearing Debt Structure | Interest-Bearing Debt Category | Total Amount (Thousand Yuan) | Proportion of Interest-Bearing Debt (%) | | :--- | :--- | :--- | | Corporate Credit Bonds | 55,162,968 | 9.16 | | Bank Loans | 543,152,058 | 90.14 | | Non-bank Financial Institution Loans | 1,399,000 | 0.23 | | Other Interest-Bearing Debts | 2,822,261 | 0.47 | | Total | 602,536,287 | 100.00 | - During the reporting period, the company's consolidated interest-bearing debt balance increased by **24.01%** year-on-year[278](index=278&type=chunk) - As of the end of the reporting period, the outstanding overseas bonds issued within the company's consolidated scope amounted to **8,193,360 Thousand Yuan** in RMB equivalent[281](index=281&type=chunk) [(V) Non-Financial Enterprise Debt Financing Instruments in the Interbank Bond Market](index=88&type=section&id=(%E4%BA%94)%20%E9%93%B6%E8%A1%8C%E9%97%B4%E5%80%BA%E5%88%B8%E5%B8%82%E5%9C%BA%E9%9D%9E%E9%87%91%E8%9E%8D%E4%BC%81%E4%B8%9A%E5%80%BA%E5%8A%A1%E8%9E%8D%E8%B5%84%E5%B7%A5%E5%85%B7) The company issued multiple tranches of medium-term notes in the interbank bond market, including the first tranches of 2022, 2023, 2024, and the first and second tranches of 2025; these bonds have balances ranging from 700 million Yuan to 3 billion Yuan, with coupon rates between 1.95% and 3.23%, all include the company's deferred interest payment right, and are traded in the national interbank bond market, targeting institutional investors - The company issued multiple tranches of medium-term notes, such as "22 CRCC MTN001" with a bond balance of **3,000,000 Thousand Yuan**, an interest rate of **2.79%**, maturing upon issuer redemption[283](index=283&type=chunk) - The company's issued medium-term notes all include a clause for annual interest payment if the company does not exercise its deferred interest payment right[283](index=283&type=chunk) [(VII) Key Accounting Data and Financial Indicators](index=89&type=section&id=(%E4%B8%83)%20%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) At the end of the reporting period, the company's current ratio and quick ratio remained stable, while the asset-liability ratio slightly increased; net profit after deducting non-recurring gains and losses decreased by 11.40% year-on-year; both EBITDA to total debt ratio and EBITDA interest coverage ratio decreased, but the loan repayment rate and interest payment rate remained at 100% Key Financial Indicators (January-June 2025 vs. Prior Period/End) | Key Indicator | Current Period End/Current Period (Jan-Jun) | Prior Year End/Prior Period | Change from Prior Year End (%)/Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Current Ratio | 1.04 | 1.03 | 0.97 | | Asset-Liability Ratio (%) | 78.54 | 77.31 | Increase of 1.23 percentage points | | Net Profit After Deducting Non-recurring Gains and Losses (Thousan
中国铁建(601186) - 中国铁建第六届董事会第三次会议决议公告
2025-08-29 08:59
证券代码:601186 证券简称:中国铁建 公告编号:临 2025—038 中国铁建股份有限公司 第六届董事会第三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承 担法律责任。 一、董事会会议召开情况 中国铁建股份有限公司(以下简称公司)第六届董事会第三次会 议于 2025 年 8 月 29 日在中国铁建大厦举行,董事会会议通知和材料 于 2025 年 8 月 14 日以书面直接送达和电子邮件等方式发出。应出席 会议董事 7 名,7 名董事出席本次会议。公司高级管理人员列席了会 议。会议由董事长戴和根先生主持。本次会议的召开符合有关法律、 行政法规、部门规章、规范性文件和《中国铁建股份有限公司章程》 及《中国铁建股份有限公司董事会议事规则》的规定。 二、董事会会议审议情况 会议审议并以记名投票方式表决了会议议案,作出如下决议: (一)审议通过《公司2025年半年报及摘要的议案》 同意公司2025年半年报及摘要。 表决结果:同意7票,反对0票,弃权0票。 本议案已经审计与风险管理委员会审议通过。 (二)审议通过《<中国铁建股份 ...