董事名單與其角色和職能 中 國 鐵 建 股 份 有 限 公 司（「本公司」）董 事 會（「董事會」）成 員 載 列 如 下。 執行董事 戴和根 （董 事 長） 非執行董事 | | 委員會 | 審計與風險 | 薪酬與考核 | 提名委員會 | 戰略與投資 | | --- | --- | --- | --- | --- | --- | | 董 事 | | 管理委員會 | 委員會 | | 委員會 | | 戴和根 | | | | C | C | | 郜烈陽 | | M | M | | M | | 馬傳景 | | M | C | | M | | 趙立新 | | M | M | M | | | 解國光 | | C | | M | M | | 錢偉倫 | | M | | M | | 附 註： 郜烈陽 獨立非執行董事 馬傳景 趙立新 解國光 錢偉倫 – 1 – 董事會設立4個 委 員 會。下 表 提 供 各 董 事 會 成 員 在 這 些 委 員 會 中 所 擔 任 的 職 位。 C 有關委員會的主席 M 有關委員會的成員 中 國 • 北 京 2024年9月6日 – 2 – ...

证券代码：601186 证券简称：中国铁建 公告编号：临 2024—037 中国铁建股份有限公司 关于执行董事、总裁变动的公告 中国铁建股份有限公司董事会 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 2024 年 9 月 6 日收 到执行董事、总裁王立新先生的书面辞职报告，王立新先生因工作调 动原因向公司董事会申请辞去执行董事、总裁及董事会战略与投资委 员会委员职务，辞职后王立新先生不再担任公司任何职务。 根据《中华人民共和国公司法》《中国铁建股份有限公司章程》 的相关规定，王立新先生的辞职报告于送达公司董事会时生效。公司 董事会不会因王立新先生辞任而低于法定最低人数，能够保证董事会 的正常工作。王立新先生确认，其与董事会之间并无任何意见分歧， 亦无任何与其辞任有关的事项须提请公司股东注意。 王立新先生在担任公司执行董事、总裁期间勤勉工作、尽职尽责， 为公司发展做出重大贡献。董事会对王立新先生对本公司做出的贡献 表示衷心的感谢。 特此公告。 2024年9月7日 1 ...

Investment Rating - The report maintains a "Recommended" rating for the company [4]. Core Views - The company reported a revenue of 516.137 billion yuan for the first half of 2024, a year-on-year decrease of 4.61%. The net profit attributable to shareholders was 11.902 billion yuan, down 12.8% year-on-year [1]. - The real estate development business showed significant growth, with revenue increasing by 47.34% to 31.548 billion yuan, while other segments experienced declines [1]. - The company has a robust backlog of contracts, with new contracts signed totaling 1,100.6217 billion yuan, a decrease of 19.02% year-on-year, but with notable growth in mining and water conservancy contracts [1]. Financial Performance Summary - For the first half of 2024, the gross margin was 9.12%, an increase of 0.21 percentage points year-on-year, while the net margin decreased to 2.9% [1]. - The company’s debt-to-asset ratio increased to 76.28%, up 0.6 percentage points year-on-year [1]. - The forecast for net profit attributable to shareholders for 2024-2026 is 26.501 billion, 29.277 billion, and 32.079 billion yuan, respectively, with corresponding P/E ratios of 4.36, 3.94, and 3.60 [2][3].

Investment Rating - The report maintains a "Buy" rating for the company [4][6]. Core Views - The company experienced revenue pressure in the first half of 2024, with total revenue of CNY 516.14 billion, down 4.6% year-on-year, and a net profit attributable to shareholders of CNY 11.90 billion, down 12.8% year-on-year [1][4]. - The real estate development business showed significant growth, with a revenue increase of 47.3% year-on-year, while other segments faced declines [2][4]. - The company is focusing on cost reduction and efficiency improvement measures to enhance financial statement quality [1][4]. Financial Performance Summary - In H1 2024, the company reported a gross margin of 9.12%, a slight increase of 0.21 percentage points year-on-year, while the net profit margin was 2.9%, down 0.15 percentage points year-on-year [3]. - The cash flow from operations (CFO) was negative at CNY -816.76 billion, a decline of CNY 623.33 billion year-on-year, indicating a need for cash flow optimization [3]. - The company’s new contract value in H1 2024 was CNY 1,100.6 billion, down 19.0% year-on-year, with a significant drop of 32.9% in Q2 [2][4]. Business Segment Analysis - Revenue from engineering contracting, planning and design consulting, industrial manufacturing, real estate development, and logistics for H1 2024 was CNY 451.6 billion, CNY 8.0 billion, CNY 11.2 billion, CNY 31.5 billion, and CNY 42.2 billion respectively, with the real estate segment showing the highest growth [2]. - The company is actively expanding into emerging sectors such as urban renewal, water conservancy, new energy, and ecological protection, with new green environmental orders signed amounting to CNY 93.3 billion, up 33.5% year-on-year [2][4]. Valuation Metrics - As of August 30, the company's price-to-earnings (P/E) and price-to-book (P/B) ratios were at 18% and 3% historical percentiles over the past five years, respectively, with a dividend yield of 4.5% [1][4]. - The forecast for net profit attributable to shareholders for 2024-2026 has been slightly adjusted to CNY 27.3 billion, CNY 28.5 billion, and CNY 29.8 billion respectively [4].

Investment Rating - The report maintains a "Buy" rating for China Railway Construction (601186.SH) [3] Core Views - The company's revenue for H1 2024 was CNY 516.1 billion, a decrease of 4.6% year-on-year, with a net profit attributable to shareholders of CNY 11.9 billion, down 12.8% year-on-year [1] - The decline in Q2 performance is attributed to slow progress in traditional infrastructure projects due to local funding constraints and a 0.8 percentage point increase in fee rates [1] - New contract signing in traditional infrastructure has decreased, while emerging sectors like mining and water conservancy show significant growth [2] Summary by Sections Financial Performance - H1 2024 revenue breakdown: CNY 4,516 billion from engineering contracting, CNY 80 billion from design consulting, CNY 112 billion from industrial manufacturing, CNY 315 billion from real estate development, and CNY 422 billion from logistics and others [1] - The company achieved a gross margin of 9.12%, an increase of 0.2 percentage points year-on-year, indicating improved profitability [1] - Operating cash flow showed a net outflow of CNY 81.7 billion, a significant increase in outflow compared to the previous year [1] Contracting and Order Book - New contracts signed in H1 2024 totaled CNY 1,100.6 billion, a decline of 19% year-on-year, with Q2 alone seeing a 33% drop [2] - The backlog of uncompleted contracts at the end of H1 2024 was CNY 7,123.1 billion, a 6.48% increase from the previous year, providing a solid order base for future revenue [2] Profitability and Valuation - The report forecasts net profits for 2024-2026 to be CNY 24.0 billion, CNY 25.2 billion, and CNY 25.8 billion respectively, with corresponding EPS of CNY 1.76, CNY 1.86, and CNY 1.90 [2] - The current stock price corresponds to a PE ratio of 4.5 for 2024, 4.2 for 2025, and 4.1 for 2026, indicating potential undervaluation [2]

Financial Performance - The company reported unaudited interim results for the six months ended June 30, 2024[2]. - The financial report is prepared in accordance with the Chinese Accounting Standards and has been reviewed by Deloitte[3]. - The company has not proposed any profit distribution or capital reserve transfer to increase share capital for the reporting period[3]. - Operating revenue for the first half of the year was RMB 516,136,718, a decrease of 4.61% compared to the same period last year[10]. - Net profit attributable to shareholders was RMB 11,902,158, down 12.80% year-on-year[10]. - Net profit after deducting non-recurring gains and losses was RMB 11,150,727, a decline of 13.54% compared to the previous year[10]. - Basic and diluted earnings per share were both RMB 0.79, representing a decrease of 13.19% from the same period last year[12]. - Weighted average return on net assets was 4.19%, down 1.04 percentage points year-on-year[12]. - Total assets increased to RMB 1,745,841,521, reflecting a growth of 4.98% compared to the end of the previous year[10]. - Net assets attributable to shareholders rose to RMB 316,594,267, an increase of 2.18% year-on-year[10]. - The net cash flow from operating activities was RMB -81,676,283, indicating a significant cash outflow[10]. - The company achieved a net cash flow from financing activities of RMB 95.33 billion, an increase of 56.44% from RMB 60.94 billion year-on-year[46]. Risk Management - There are no significant risks related to non-operational fund occupation by controlling shareholders or related parties[3]. - The company faces major risks including international operational management risks and project management risks[3]. - The report includes a section on management discussion and analysis, detailing potential risks faced by the company[3]. - The company is focusing on risk prevention and control, particularly in investment risk management, to adapt to the transition to high-quality economic development[101]. - The company is actively managing "two funds" risks (accounts receivable and inventory) by implementing targeted strategies and increasing penalties for non-compliance[101]. Corporate Governance - The company has maintained compliance with corporate governance codes and relevant regulations throughout the reporting period[113]. - The board's strategic and investment committee has been adjusted to consist of five members, with Dai Hegen as the chairman[106]. - The company has confirmed that all directors and supervisors complied with the securities trading standards during the reporting period[108]. - The company has established a long-term commitment to avoid competition with its subsidiaries[144]. - The company is in compliance with all regulatory requirements regarding significant related party transactions[148]. Strategic Initiatives - The company is focusing on high-quality development and has implemented 36 new institutional measures to enhance governance and operational efficiency[16]. - The company is committed to deepening reforms and improving governance effectiveness by clarifying the roles and responsibilities of the party committee, board of directors, and management[16]. - The company has implemented a "1256" medium to long-term development strategy, aiming to become a world-class modern enterprise and focusing on upgrading traditional construction and developing strategic emerging industries[103]. - The company is focusing on six transformations: high-end, intelligent, green, refined, digital, and international[103]. - The company is exploring market expansion opportunities and potential mergers and acquisitions to enhance its competitive position[189]. Environmental and Social Responsibility - The company has set a carbon peak target before 2030 and implemented a "dual control management" strategy to manage energy consumption and carbon dioxide emissions[120]. - The company is committed to achieving high-quality sustainable development and contributing to national ecological civilization construction through its green development initiatives[117]. - In the first half of 2024, the company invested a total of 23.32 million yuan in poverty alleviation efforts, including 14.51 million yuan in non-repayable aid and 8.81 million yuan in repayable aid[123]. - The company has actively adjusted its energy usage structure to reduce reliance on high carbon-emission energy sources and promote the use of clean energy[120]. - The company is focusing on ecological restoration projects, including the ecological restoration of the Xihe Riverside in Wanquan, contributing to local tourism and environmental sustainability[127]. Investment and Contracts - In the first half of 2024, the total amount of new contracts signed by the company reached CNY 1,100.622 billion, with operating revenue of CNY 516.137 billion and total profit of CNY 17.861 billion[16]. - The total new contracts signed by the group in the first half of 2024 amounted to CNY 1,100.6217 billion, representing 36.67% of the annual plan and a year-on-year decrease of 19.02%[36]. - The engineering contracting sector signed new contracts worth CNY 792.8569 billion, down 17.49% year-on-year[38]. - The company has signed a contract for the Jeddah Center Development Company project with a contract amount of RMB 8.277 billion, expected to be completed in 1,362 days[172]. - The company has secured a contract for the construction of the new Weifang-Suqian high-speed railway (Jiangsu section) with a contract amount of RMB 3.048 billion, to be completed in 1,643 calendar days[170]. Shareholder Information - The company has a total of 13,579,541,500 shares issued, with the largest shareholder being China Railway Construction Group Co., Ltd., holding 51.23%[174]. - As of June 30, 2024, the total number of shareholders is 254,080, comprising 240,320 A-share shareholders and 13,760 H-share shareholders[175]. - The company has a total of 10 major shareholders, with the largest foreign shareholder being HKSCC Nominees Limited, holding 15.18%[177]. - The company has not reported any significant changes in the pledged or frozen shares held by HKSCC Nominees Limited[182]. - The company has not disclosed any new strategic investors or general corporations becoming major shareholders through new share placements[180]. Debt and Financing - The company is actively managing its debt portfolio to optimize interest expenses and improve financial stability[190]. - The total amount of guarantees provided by the company and its wholly-owned and controlling subsidiaries is RMB 83.774 billion, accounting for 26.46% of the company's net assets[167]. - The company reported a bond issuance with a total amount of 1,498,319 million and an interest rate of 4.98% for a duration of 5 years[188]. - The company has issued bonds aimed at professional investors, indicating a strategic focus on institutional funding[195]. - The company is exploring market expansion through new bond offerings to enhance liquidity and investor engagement[195].

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 ...

证券代码：601186 证券简称：中国铁建 公告编号：临 2024—036 中国铁建股份有限公司 第五届监事会第十六次会议决议公告 本公司监事会及全体监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、监事会会议召开情况 中国铁建股份有限公司（以下简称公司）第五届监事会第十六次 会议于 2024 年 8 月 30 日在中国铁建大厦举行，监事会会议通知和材 料于 2024 年 8 月 15 日以书面直接送达和电子邮件等方式发出。应出 席会议监事 3 名，实际出席会议监事 3 名。公司有关高级管理人员列 席了会议。会议由公司监事会主席赵伟先生主持。本次会议的召开符 合有关法律、行政法规、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监事会议事规则》的规定。 二、监事会会议审议情况 规定；报告客观、真实地反映了公司 2024 年上半年的经营成果和财 务状况，未发现虚假记载、误导性陈述或重大遗漏，未发现参与报告 编制与审议人员存在违反保密规定的行为。 表决结果：同意 3 票，反对 0 票，弃权 0 票。 （二）审议通过《关于<中国 ...

Financial Performance - The company reported its 2024 semi-annual financial results for the period from January to June 2024[11]. - The company's operating revenue for the first half of 2024 was 516,136,718 thousand RMB, a decrease of 4.61% compared to the same period last year[21]. - The net profit attributable to shareholders was 11,902,158 thousand RMB, down 12.80% year-on-year[21]. - The net cash flow from operating activities was -81,676,283 thousand RMB, indicating a significant decline[21]. - The total signed contracts in the first half of 2024 amounted to 1,100,621.7 million RMB, with a total profit of 17,861 million RMB[26]. - The company achieved a basic earnings per share of 0.79 RMB, a decrease of 13.19% compared to the previous year[23]. - The weighted average return on equity decreased by 1.04 percentage points to 4.19%[23]. - The financial report is available in both Chinese and English, with the Chinese version prevailing in case of discrepancies[7]. - The company's financial expenses increased by 85.12% to CNY 2.958492 billion, primarily due to changes in financing conditions[57]. - The net cash flow from operating activities was a net outflow of CNY 81.68 billion, an increase in outflow of CNY 62.33 billion compared to the previous year[72]. Risk Management - Major risks identified include international operational management risks, project management risks, safety and quality risks, investment risks, and "two funds" risks[6]. - The company faces significant risks including international operational management risks, project management risks, safety and quality risks, investment risks, and "two funds" risks[108]. - The company aims to enhance risk prevention and management, focusing on high-quality operations and refined management to mitigate project management risks[109]. - The investment strategy emphasizes risk prevention and mitigation, with a focus on strict adherence to investment decision-making processes and standards[110]. - The company is undertaking a three-year action plan to control "two funds" (accounts receivable and inventory) and improve cash flow management[111]. Corporate Governance - The report was prepared in accordance with the Chinese Accounting Standards and reviewed by Deloitte Huayong[7]. - The company has maintained compliance with corporate governance codes and regulations throughout the reporting period[121]. - The company has appointed Deloitte Huayong as its accounting firm and Beijing DeHeng Law Offices as its legal advisor[19]. - The company’s independent non-executive directors have consistently approved the related party transactions, ensuring compliance with governance standards[152]. - The company has committed to reducing and regulating related party transactions during the spin-off process[148]. Strategic Development - The company has adopted a "1256" medium to long-term development strategy, aiming to become a world-class modern enterprise[112]. - The strategy includes consolidating traditional construction industries and developing strategic emerging industries[112]. - The company plans to explore five new tracks: new infrastructure, new equipment, new materials, new energy, and new services[112]. - The company emphasizes a high-end, intelligent, green, refined, digital, and international transformation[112]. - The company is focusing on high-quality development and has implemented 36 new institutional measures to enhance governance and operational efficiency[26]. Environmental and Social Responsibility - The company has committed to a "green development" philosophy, aiming for high-quality sustainable growth[128]. - The company has implemented strict adherence to national environmental protection laws and regulations, focusing on energy conservation and ecological protection[126]. - CRCC's initiatives in ecological restoration include projects for water quality purification and the development of rural tourism[137]. - The company trained 465 individuals in various agricultural and rural development skills, enhancing local governance and agricultural practices[134]. - The company is focused on enhancing the integration of its support projects with local economic development, aiming for a sustainable impact on rural communities[142]. Shareholder Information - The company has a total of 13,579,541,500 shares outstanding, with the largest shareholder holding 51.23% of the shares[176]. - The company has 254,080 total shareholders as of June 30, 2024, comprising 240,320 A-share shareholders and 13,760 H-share shareholders[177]. - The largest shareholder, China Railway Construction Group, holds 6,956,316,590 shares, representing 60.47% of the A-shares and 51.23% of the total issued capital[182]. - The report indicates no changes in the top ten shareholders due to securities lending activities[180]. - The company has not experienced any changes in its controlling shareholder or actual controller[184]. Contractual and Financial Obligations - The company signed significant domestic contracts, including a new high-speed railway project with a contract value of 34.19 billion RMB[168]. - The company has entered into an overseas contract for a sports complex project valued at 82.77 billion RMB[170]. - The company has a total of 10 major domestic contracts signed in 2024, with a cumulative contract value exceeding 300 billion RMB[169]. - The company has provided debt guarantees totaling 79.36 billion RMB for entities with a debt-to-asset ratio exceeding 70%[167]. - The company has a loan limit of RMB 4,000,000 thousand from the controlling shareholder, with an interest rate of 2.50%[162]. Bond Issuance - The company issued a total of 4 bonds with a combined balance of approximately ¥7.5 billion, with interest rates ranging from 2.98% to 4.39%[187][188]. - The company has a structured approach to bond issuance, ensuring compliance with regulatory requirements and investor suitability arrangements[187][188]. - The company issued a total of 1,998,692 million CNY in bonds with a coupon rate of 3.75% due on December 29, 2025[1]. - The company issued 1,299,338 million CNY in bonds with a coupon rate of 4.00% due on June 18, 2026[2]. - The company has not triggered any investor protection clauses or made adjustments to credit ratings during the reporting period[196].

证券代码：601186 证券简称：中国铁建 公告编号：临 2024—035 中国铁建股份有限公司 第五届董事会第三十二次会议决议公告 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）第五届董事会第三十二 次会议于 2024 年 8 月 30 日在中国铁建大厦举行，董事会会议通知和 材料于 2024 年 8 月 15 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，6 名董事出席了本次会议。王立新执行董事因其 他公务无法出席会议，委托戴和根董事长代为表决。公司监事和高级 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 会议审议并以现场记名投票方式表决通过了会议议案，作出如下 决议： （一）审议通过《关于公司2024年半年报及其摘要的议案》 同意公司2024年半年报及其摘要。 1 证券代码 ...