| H | A | | --- | --- | | 股代码：00390 | 股代码：601390 | | | 股简称：中国中铁 公告编号：临 A 2025-036 | | 股简称：中国中铁 H | | 中国中铁股份有限公司 关于 2021 年限制性股票激励计划部分限制性股票 回购注销实施公告 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、本次限制性股票回购注销的决策与信息披露 1.公司于 2025 年 3 月 13 日召开第六届董事会第八次会议以及第五届 监事会第三十次会议，审议通过了《关于回购注销中国中铁 2021 年限制 性股票激励计划部分限制性股票的议案》，同意回购注销 5 名激励对象已 获授但尚未解除限售的限制性股票共计 856,199 股，公司监事会发表了核 查意见，律师发表了相应意见，具体详见公司于 2025 年 3 月 14 日披露的 《中国中铁股份有限公司关于回购注销 2021 年限制性股票激励计划部分 限制性股票的公告》（编号：2025-010）。 2. 根据《中华人民共和国公司法》等相关法律、法规的 ...

北京市嘉源律师事务所 关于中国中铁股份有限公司 回购注销 2021 年限制性股票激励计划 部分限制性股票实施情况的法律意见书 三十二十 西城区复兴门内大街158 号远洋大厦 4 楼 中国·北京 二〇二五年六月 蕉律师事务 所 YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN 致:中国中铁股份有限公司 北京市嘉源律师事务所 关于中国中铁股份有限公司 回购注销2021年限制性股票激励计划 部分限制性股票实施情况的 法律意见书 嘉源(2025)-05-179 敬启者: 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国 证券法》、中国证券监督管理委员会(以下简称"中国证监会")《上市公司股权 激励管理办法》《中国中铁股份有限公司章程》(以下简称"《公司章程》")以及 《中国中铁股份有限公司2021年限制性股票激励计划(草案)》(以下简称"《激 励计划(草案)》")等有关规定,北京市嘉源律师事务所(以下简称"本所")接 受中国中铁股份有限公司(以下简称"中国中铁"或"公司") ...

Group 1: Major Contracts and Financial Performance - China Railway Group (00390.HK) recently won multiple major engineering contracts with a total bid amount of approximately RMB 91.2 billion, accounting for about 8.52% of the company's revenue under Chinese accounting standards for 2021 [1] - China People's Insurance Group (01339.HK) reported a total insurance premium income of RMB 452.46 billion from January to August 2022, representing a year-on-year growth of 9.89% [2] - China Coal Energy (01898.HK) announced that its coal sales volume in August reached 25.96 million tons, a year-on-year increase of 1.3%, while coal production was 10.92 million tons, up 22.3% year-on-year [3] Group 2: Share Buybacks and Stake Increases - Bohai Bank (09668.HK) announced that several employees plan to voluntarily purchase at least 25 million H-shares using their own funds, reflecting confidence in the bank's long-term business development [4] - China Communications Construction (01800.HK) disclosed that its controlling shareholder has cumulatively increased its stake by approximately 264.47 million H-shares, representing 1.64% of the company's total issued shares [5] - Shougang Holding (00697.HK) reported that its major shareholder has entered into an agreement to sell 728 million shares to Beijing Guoguan Investment Holdings, which will acquire about 10% of the company's total issued shares [6] Group 3: Market Activities and Corporate Actions - Jianye Real Estate (00832.HK) announced plans to repurchase shares in the open market based on market conditions [7] - China Pacific Insurance (02601.HK) reported cumulative original insurance business income of RMB 290.9 billion from January to August [8] - China Property & Casualty Insurance (02328.HK) reported a premium income of RMB 340.25 billion from January to August, reflecting a year-on-year growth of 9.8% [9]

Core Viewpoint - The construction of a modern sports stadium in Arusha, Tanzania, is being facilitated by a Chinese company, China Railway Construction Corporation, as part of the preparations for the 2027 Africa Cup of Nations, showcasing the deepening cooperation between China and Tanzania in various sectors [1][3]. Group 1: Project Overview - The Arusha Comprehensive Sports Stadium project covers an area of 142,200 square meters and will accommodate 30,000 spectators, with the main structure expected to be completed by the end of June 2023 and the entire project delivered by July 2024 [1][2]. - The stadium's design is inspired by Tanzanian culture, featuring elements like Tanzanite and Mount Kilimanjaro, and will include advanced technologies such as LED screens and a green lighting system [2]. Group 2: Local Impact and Employment - The project is expected to enhance the local infrastructure, as it will also involve upgrades to surrounding road networks, water, electricity, and communication facilities, thereby improving the urban landscape of Arusha [3]. - Local workers are being trained through a mentorship model, gaining skills that will enable them to handle various engineering projects in the future, thus contributing to local employment and professional development [3]. Group 3: Bilateral Relations - The stadium project symbolizes over 60 years of practical cooperation between China and Tanzania, with China being Tanzania's largest trading partner and foreign investor, significantly contributing to local employment and infrastructure development [3].

Shareholder Meeting Information - The company will hold the 2024 Annual General Meeting and the 2025 First A-share and H-share meetings on June 20, 2025 [1] - The record date for shareholding is unchanged [4] Temporary Proposal Details - A temporary proposal was submitted by Guoxin Development Investment Management Co., Ltd., which holds over 3% of the company's shares [1][3] - The proposal includes the nomination of Mr. Fang Xiaobing as a non-executive director candidate for the sixth board of directors, aimed at supporting the company's high-quality development [1][2] Voting and Meeting Logistics - The meeting will take place at 9:30 AM on June 20, 2025, at the specified location in Beijing [3] - Online voting will be available through the Shanghai Stock Exchange system from 9:15 AM to 3:00 PM on the same day [4] Proposal Review and Approval - Various proposals have been reviewed and approved by the board, with specific details disclosed on March 29, 2025 [5][6] - The proposals include special resolutions and those requiring separate voting for minority investors [6]

| H | A | | --- | --- | | 股代码：00390 | 股代码：601390 | | H | A | | 股简称：中国中铁 | 股简称：中国中铁 公告编号：2025-035 | 中国中铁股份有限公司 关于2024年年度股东大会、2025 年第一次 A 股类别股 东会议及2025年第一次H股类别股东会议增加临时提 案暨股东大会补充通知的公告 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、 股东大会有关情况 1. 股东大会的类型和届次： 2024年年度股东大会、2025 年第一次 A 股类别股东会议及 2025 年第一次 H 股类别股东会议 2. 股东大会召开日期：2025 年 6 月 20 日 二、 增加临时提案的情况说明 1. 提案人：国新发展投资管理有限公司 2. 提案程序说明 中国中铁股份有限公司（以下简称"公司""本公司"或"中国中铁"）已 于2025 年 5 月 16 日公告了股东大会召开通知，单独或者合计持有3%以上股份的 股东国新发展投资管理有限公司，在2025 年 6 月 4 日提出临 ...

中国中铁股份有限公司 CHINA RAILWAY GROUP LIMITED 2024 年年度股东大会 2025 年第一次 A 股类别股东会议 2025 年第一次 H 股类别股东会议 会 议 资 料 二〇二五年六月 中国中铁 2024 年年度股东大会、2025 年第一次 A 股类别股东会议及 2025 年第一次 H 股类别股东会议资料 目 录 | 会议议程 3 | | --- | | 5 会议须知 | | 7 现场会议表决办法 | | 10 2024 年年度股东大会会议议案 | | 议案一：关于《2024 年度董事会工作报告》的议案 11 | | 议案二：关于《2024 年度监事会工作报告》的议案 25 | | 议案三：关于《2024 年度独立董事述职报告》的议案 30 | | 议案四：关于 2024 年 A 股年度报告及摘要、H 股年度报告及 2024 年度 | | 业绩公告的议案 50 | | 议案五：关于《2024 年度财务决算报告》的议案 51 | | 议案六：关于《2024 年度利润分配方案及 2025 年中期分红计划》的议案 | | 55 | | 议案七：关于 2024 年度董事、监事薪酬（报酬、 ...

Investment Rating - Investment rating: Positive (maintained) [5] Core Viewpoints - Structural market conditions are emerging, leading to a reassessment of the investment value in the construction sector. Since 2025, the construction sector has been in a phase of weak recovery, with cautious market sentiment and low valuation and trading activity. However, with ongoing macro policies supporting the market, accelerated special fund disbursement, and increasing differentiation among enterprises, structural investment opportunities are gradually appearing within the sector. It is recommended to select quality stocks with policy advantages, profit recovery capabilities, or growth elasticity based on three main lines: "regional direction," "relative return configuration," and "industrial extension and upgrading" [5][11][20]. Summary by Sections Section 1: Market Performance - The construction sector is experiencing a weak recovery, with fixed asset investments in the western and central regions growing by 6.2% and 5.5% year-on-year, respectively, significantly above the national average of 4.2% [6][12]. - Water conservancy investments reached 294.36 billion yuan in the first four months of 2025, indicating steady progress in infrastructure construction [13]. - The "Belt and Road" initiative continues to see trade recovery, with a total trade volume of 2.14 trillion USD in 2024, up 5.16% year-on-year [15][16]. Section 2: Stock Selection Strategies - Three main lines for stock selection are proposed: 1. Focus on regions with clear policy support, particularly in the central and western regions and water conservancy projects [6][12]. 2. Central state-owned enterprises (SOEs) are characterized by stable dividends and low valuations, making them attractive for defensive investment [7][16]. 3. Companies exploring diversified transformation paths, such as "construction+" models, are expected to create new growth curves in emerging fields like smart manufacturing and digital economy [20]. Section 3: Market Review - The construction sector index rose by 1.12% during the week, while the Shanghai Composite Index fell by 0.03% [31]. - Among the stocks, Hopu Co. saw a significant increase of 44.63%, while the overall market had 127 stocks in the construction sector rise [31].

Company Overview - Yingpai Rui Plastic Co., Ltd. (hereinafter referred to as Yingpai Rui) is a subsidiary of Changhong Plastic Group, established in August 2010 with a registered capital of 243 million yuan [3] - The company specializes in the research, production, and sales of nylon tie wraps, steel nail line cards, terminal blocks, polymer alloy cable trays, and other plastic accessories [3] IPO Process - Yingpai Rui has initiated the process for an IPO on the Beijing Stock Exchange, with Guoyuan Securities as the counseling institution [2] - The company previously attempted an IPO in April 2022, which was accepted but later terminated in September 2022 after three rounds of inquiries [2][3] - In December 2023, Yingpai Rui re-engaged with Shenwan Hongyuan as its counseling institution before switching to Guoyuan Securities [2] Financial Performance - Yingpai Rui's revenue for the years 2022 to 2024 was reported as 567 million yuan, 569 million yuan, and 617 million yuan respectively, with net profits of 52.66 million yuan, 69.31 million yuan, and 71.15 million yuan [4] - The company's gross profit margins for the same years were 23.1%, 29.28%, and 26.62% [4] Client Base - The domestic client base includes industrial end-users and distributors, with notable clients such as Sany Heavy Industry, Zoomlion, China Railway, and Huawei [4] - Yingpai Rui's international clients span over 90 countries and regions across six continents, primarily in Europe, America, and Asia, with major clients including Harbor Freight Tools USA Inc, Lidl, Kingfisher plc, and Adeo Services SA [4][5] Major Clients - In 2024, the top five clients accounted for sales of 146 million yuan, representing 23.67% of total sales [5][6] - The major clients include Adeo Services SA (6.00%), Harbor Freight Tools USA Inc (5.30%), Kingfisher plc (5.27%), and two subsidiaries of State Grid [6] Shareholding Structure - As of the end of 2024, Changhong Plastic Group holds 31.92% of Yingpai Rui's shares, making it the controlling shareholder [6] - The actual controllers of Yingpai Rui are Zheng Yuanhe, Wu Zhuli, Zheng Zhenjun, and Zheng Shilei, with Zheng Yuanhe and Wu Zhuli being spouses [7] - Zheng Yuanhe holds 88% of Changhong Plastic Group, while Wu Zhuli holds 12%, allowing them to indirectly control 31.92% of Yingpai Rui [7]

1. Market Performance A - Share Market - The Shanghai Composite Index rose 0.43% to 3361.98 points, the Shenzhen Component Index rose 0.16%, and the Chi - Next Index rose 0.48%. Jewelry and jewelry maintained their strength, while the overall performance of the automobile manufacturing industry was mediocre, showing a divergence from the Hong Kong stock market [1]. Hong Kong Stock Market - The Hang Seng Index closed up 1.53% at 23512.49 points, the Hang Seng Tech Index rose 1.08%, and the Hang Seng China Enterprises Index rose 1.92%. Automobile and bank stocks led the rebound, with a total market turnover of HK$203.681 billion [1]. Overseas Markets - European stock markets closed higher. In the US, the Dow Jones Industrial Average rose 0.51%, the S&P 500 Index rose 0.58% to 5970.37 points, and the Nasdaq Composite Index rose 0.81% [1]. 2. Macroeconomic News US Labor Market - In April, US job openings unexpectedly increased significantly, with recruitment activities accelerating, indicating a still - robust labor demand. Job openings rose from a revised 7.2 million in March to 7.39 million, higher than the expected median of 7.1 million. The increase was mainly in the private sector, such as professional and business services, and healthcare and social assistance. Although there were fewer openings in state and local education, federal government job openings increased. However, economists expect the labor market to weaken more significantly in the coming months under the impact of Trump's tariff policies [12]. US Steel and Aluminum Tariffs - US President Donald Trump signed an order on Tuesday to raise steel and aluminum tariffs from 25% to 50% starting from June 4, aiming to help domestic manufacturers. The tariff on steel and aluminum imported from the UK will remain at 25%. This move intensifies trade tensions [8][12]. South Korean Presidential Election - South Korean opposition candidate Lee Jae - myung won the presidential election, with about 48.8% of the votes, while ruling - party candidate Kim Min - soo got 42.0%. This election is seen as a referendum on the failure of former President Yoon Suk - yeol's martial - law order. Lee Jae - myung faces challenges in uniting the divided country and restoring economic growth [12]. 3. Corporate News IPO News - Yisw Compute, a leading RISC - V chip company, submitted a prospectus to the Hong Kong Stock Exchange on May 30. It has completed four rounds of financing in five years, with a total scale of over RMB 9 billion. Its listing is expected to inject new impetus into China's semiconductor industry [10]. Corporate Actions - China Ping An plans to issue zero - coupon convertible bonds worth HK$1.1765 billion, maturing in 2030, with an initial conversion price of HK$55.02 per H - share [14]. - Midea Group has repurchased about 12.1888 million A - shares for about RMB 899 million as of May 31 [14]. - CITIC Bank has been approved to establish CITIC Financial Asset Investment, with a proposed registered capital of RMB 10 billion [14]. - COSCO SHIPPING Holdings has cancelled about 144 million repurchased shares, and its controlling shareholder's shareholding has increased to over 45% [14]. - Haier Smart Home repurchased about 6.3642 million A - shares in May for about RMB 164 million [14]. - China Biopharmaceutical announced the results of a Phase III clinical study of Bemosu - bam injection at the 2025 ASCO Annual Meeting, showing significant efficacy [14]. - China Railway Group plans to issue up to RMB 3 billion in science - and - technology innovation bonds to repay debts [14]. - China National Building Material issued RMB 1.3 billion in science - and - technology innovation bonds, with different interest rates for different varieties [14]. - Tencent Holdings reduced its stake in Jingtai Holdings by over 28.42 million shares, with its shareholding dropping to 5.93% [14]. - Galectin Therapeutics' acne drug Dinifasstat's Phase III clinical trial reached all endpoints, showing significant efficacy and good safety [14]. 4. Dividend and Rights - Issue Information Dividend Information - Some companies such as Yue Yun Transportation will pay dividends, while many others, including Tsim Sha Tsui Properties, will not pay dividends [15][16]. Rights - Issue Information - Some companies like Lvji Technology have rights - issue plans [16]. 5. Stock Performance Ranking Top Gainers - Huayin International Holdings, WANMA HOLDINGS, and Dingyifeng Holdings had significant increases on June 4, 2025 [22]. US Stocks - NVIDIA, Intel, and Adobe showed different performance trends, with some rising and some falling [24]. Chinese A - Shares - Stocks such as Microcore Biotech, Feile Audio, and Shanghai Rural Commercial Bank had significant increases, while some like Kweichow Moutai had slight declines [26][27].