| | | 中国中铁股份有限公司 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。 中国中铁股份有限公司（以下简称"公司"）于 2025 年 9 月 29 日召 开第六届董事会第十五次会议，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》。 公司 2021 年限制性股票激励计划第三个解除限售期所设定的公司层 面业绩考核指标条件未达成，公司董事会审议决定对 678 名激励对象持有 的已获授但未满足第三个解除限售条件的限制性股票共计 54,786,990 股 进行回购注销。具体内容详见公司同日披露的《中国中铁股份有限公司关 于 2021 年限制性股票激励计划第三个解除限售期解除限售条件未成就暨 回购注销部分限制性股票的公告》（公告编号：临 2025-052）。 本次回购注销完成后，公司总股本将由 24,741,008,919 股减少至 24,686,221,929 股，公司注册资本也相应由 24,741,008,919 元减少为 24,686,221,929 元。 二、需债权人知晓的相关信息 ...

| H | A | | --- | --- | | 股代码：00390 | 股代码：601390 | | 股简称：中国中铁 H | 股简称：中国中铁 公告编号：临 A 2025-052 | 中国中铁股份有限公司 关于 2021 年限制性股票激励计划第三个解除限售期 解除限售条件未成就暨回购注销部分限制性股票的公告 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。 重要内容提示： 中国中铁股份有限公司（以下简称"公司"）于 2025 年 9 月 29 日召 开第六届董事会第十五次会议，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》，现将有关事项说明如下： 一、已履行的相关审批程序和信息披露情况 1．2021 年 11 月 22 日，公司第五届董事会第十一次会议审议通过《关 于<中国中铁股份有限公司 2021 年限制性股票激励计划（草案）及其摘要> 的议案》《关于提请股东大会授权董事会办理公司限制性股票激励计划相 关事宜的议案》等相关议案。公司独立董事就本激励计划相关议案发表了 1 限制性股 ...

释义 除非本法律意见书中另有所说明,下列词语在本法律意见书中的含义如下: | 中国中铁、公司 | 블 | 中国中铁股份有限公司 | | --- | --- | --- | | 本激励计划、股权激 | 指 | 中国中铁2021 年限制性股票激励计划 | | 励计划 | | | | 本次回购注销 | 指 | 本激励计划涉及的回购注销部分已获授但尚未 | | | | 解锁的限制性股票及调整回购价格 | | 《激励计划(草案)》 | 指 | 《中国中铁股份有限公司2021年限制性股票激 | | | | 励计划(草案)》 | | 《公司章程》 | 指 | 中国中铁现行有效的《中国中铁股份有限公司 | | | | 草程》 | | 嘉源、本所 | 指 | 北京市嘉源律师事务所 | | 本法律意见书 | 블 | 《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 | | | | 部分限制性股票及调整回购价格之法律意见 | | | | 书》 | | 《公司法》 | 블 | 《中华人民共和国公司法》 | | 《证券法》 | 指 | 《中华人民共和国证券法》 | | 《管理办法》 | 指 | ...

| 股代码：601390 股代码：00390 | | | | | --- | --- | --- | --- | | A H | | | | | | 股简称：中国中铁 股简称：中国中铁 | | | | | | 公告编号：临 | 2025-051 | | A H | | | | 中国中铁股份有限公司 第六届董事会第十五次会议决议公告 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 中国中铁股份有限公司（以下简称"公司"或"本公司"）第六届董 事会第十五次会议〔属 2025 年第 6 次临时会议（2025 年度总第 9 次）〕 通知和议案等书面材料于 2025 年 9 月 23 日以专人及发送电子邮件方式送 达各位董事，会议于 2025 年 9 月 29 日以现场会议方式召开。应出席会议 的董事 7 名，实际出席会议的董事 7 名。会议由董事长陈文健主持，公司 部分高级管理人员及有关人员列席会议。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《公司章程》的规定。 （三）审议通过《关于<公司高级 ...

Investment Rating - The report maintains an investment rating of "Leading the Market - A" for the construction industry, indicating an expected return that exceeds the CSI 300 index by 10% or more over the next six months [5]. Core Insights - The People's Bank of China emphasizes the need for enhanced counter-cyclical adjustments and a moderately loose monetary policy to address challenges such as insufficient demand and low price levels, aiming to stabilize economic growth and maintain reasonable price levels [1][15]. - The Xinjiang region is projected to see a fixed asset investment growth target of around 10% for 2025, with a year-on-year increase of 9.1% from January to August 2025, surpassing the national investment growth rate by 8.6 percentage points [2][16]. - The report highlights the strategic importance of Xinjiang in developing coal, electricity, and coal chemical industries, with planned coal chemical projects exceeding 900 billion yuan, which is expected to drive regional investment growth [2][16]. Summary by Sections Industry Dynamics - The report discusses the central bank's focus on counter-cyclical adjustments and the ongoing investment climate in Xinjiang, which is expected to remain positive due to supportive regional policies and a focus on high-quality development [1][15]. Market Performance - The construction industry experienced a decline of 1.51% from September 22 to September 26, underperforming compared to major indices like the Shenzhen Composite Index and the CSI 300 [17]. - The engineering consulting services sector showed a positive performance with a 2.38% increase during the same period [17]. Key Investment Targets - The report suggests focusing on leading construction companies such as China Railway, China State Construction, and China Communications Construction, which are expected to benefit from improved fundamentals and government support [10][11]. - It also highlights the potential of companies involved in pre-stressed materials manufacturing and those engaged in AI applications and semiconductor industries, indicating a broad range of investment opportunities [10][11]. Company Announcements - Significant project wins were reported, including China Railway securing contracts worth approximately 502.15 billion yuan, indicating robust demand for construction services [31]. Industry Valuation - As of September 26, the construction and decoration industry had a price-to-earnings (P/E) ratio of 11.55 and a price-to-book (P/B) ratio of 0.82, reflecting a competitive valuation compared to other sectors [24]. - The report identifies several companies with low valuations, such as China Railway and China State Construction, which may present attractive investment opportunities [24][27].

Core Viewpoint - China Railway Group (601390.SH, 00390.HK) demonstrates stable operations with significant recent contract wins totaling approximately 502.15 billion yuan, representing 4.34% of the company's projected 2024 revenue [1][2]. Group 1: Recent Contract Wins - The company recently secured multiple major engineering projects across railway, highway, and municipal sectors, with a total bid amount of approximately 502.15 billion yuan [2]. - Railway projects accounted for 94.79% of the total bid amount, with significant contracts including the new Changsha to Ganzhou high-speed railway [2]. - Subsidiaries also performed well, with notable contracts such as the Shenzhen Airport South Base Phase I project worth 1.301 billion yuan and the Beijing to Tianjin Binhai New Area Railway station project worth 1.268 billion yuan [2]. Group 2: Financial Performance - In the first half of 2025, the company achieved new contract signings of 1.10869 trillion yuan, a year-on-year increase of 2.8% [3]. - The construction business remains dominant, with new contracts totaling 739.24 billion yuan, despite a slight decline of 5.3% due to industry conditions [3]. - The asset management business saw a significant increase of 425%, with new contracts amounting to 128.69 billion yuan, indicating a trend of diversified business growth [3]. Group 3: Research and Development - The company has maintained high levels of R&D investment, averaging approximately 28.2 billion yuan annually over the past three years, contributing to its technological advantages in key areas such as high-speed rail and large-span bridges [4][5]. - Cumulatively, R&D investment since 2020 has reached approximately 139.368 billion yuan, resulting in 132 national science and technology awards and 46,592 valid patents [5]. - The company's total assets reached 2.38 trillion yuan as of June 30, 2025, marking an 18.41% year-on-year increase, supporting its business development [5].

Summary of Key Points from Conference Call Records Industry Overview - **Chinese Stock Market**: Benefiting from risk-free yield decline, fundamental reforms, and economic policy support, with a notable improvement in industrial profits in August indicating a shift in economic growth expectations from an L-shape to a more stable trajectory [1][3][5] - **Emerging Industries**: Sectors such as TMT, machinery, innovative pharmaceuticals, and automotive are experiencing a rebound in capital expenditure for three consecutive quarters, indicating the start of an expansion cycle driven by new technology trends [1][6] Core Insights and Arguments - **Market Trends**: The Chinese stock market is expected to continue rebounding, with both A-shares and Hong Kong stocks likely to reach new heights despite recent adjustments [2] - **Key Drivers**: Three main drivers for the market include: 1. Decline in risk-free yields leading to increased stock purchases [3] 2. Fundamental reforms and timely economic policies changing perceptions of Chinese assets [3] 3. Significant improvement in industrial profits indicating reduced economic uncertainty [3][5] - **Sector Focus**: Future capital market fundamentals will diversify, with a focus on technology sectors (internet, electronics, innovative pharmaceuticals, robotics, media), financial sectors (brokerage, insurance, banking), and food-related sectors (chemicals, non-ferrous metals, real estate, new energy) [1][8] Specific Industry Insights - **Oil Shipping Industry**: Currently experiencing a 30-month high in freight rates due to rigid supply and OPEC production increases, with expectations for continued high performance in Q3 and overall growth in 2024 [10][11] - **E-commerce and Express Delivery**: Positive changes under anti-involution policies, with regulatory measures reducing price competition, leading to expected profit recovery for companies like ZTO Express and Yunda [1][12] - **Steel Industry**: Transitioning from off-peak to peak season, with demand recovery not meeting expectations. Export profits are high, and Q4 is expected to maintain strong performance [4][35][38] Additional Important Insights - **Defense Industry**: Global military spending is on the rise, particularly in the U.S. with a projected defense budget increase for FY 2026, which will boost related demand [4][15] - **Economic Indicators**: August industrial profit data shows significant improvement, indicating a shift towards economic stability and a positive outlook for investors [5] - **Long-term Outlook**: The market is expected to stabilize with reduced uncertainty, supporting consumer demand recovery and a positive investment environment [7][8] Recommendations - **Investment Opportunities**: Strategic allocation towards consumer goods in Q4 is advised, particularly in sectors related to food and leisure, as economic stability is anticipated [8] - **Focus on Key Companies**: Recommendations include companies like China Merchants Energy, ZTO Express, and leading steel firms such as Baosteel and Hualing Steel [11][41]

Investment Rating - The industry rating is maintained at "Outperform the Market" [6] Core Viewpoints - The construction index decreased by 1.67%, while the CSI 300 index increased by 0.74%, indicating that the construction sector underperformed the market by 2.42 percentage points. The cleanroom sector is expected to benefit from the rising production expectations in the U.S. and the upcoming third-quarter reports, which may exceed expectations [1][2][3] - The cleanroom sector is experiencing renewed benefits due to U.S. policies that may require semiconductor companies to match domestic production with imports, potentially benefiting companies like TSMC and Micron Technology [2][13] - The construction sector in Sichuan is seeing a significant increase in new bids, with a total of 218 new projects worth approximately 72.2 billion yuan, a year-on-year increase of 22.20% [3][23] - The cement shipment rate and asphalt operating rate have rebounded, indicating a positive outlook for the conversion of physical workloads in construction projects [4][24] Summary by Sections Market Overview - The construction index fell by 1.67% from September 22 to September 26, while the CSI 300 index rose by 0.74%, with only the architectural design sub-sector recording a positive return of 1.02% [5][32] Investment Recommendations - Focus on infrastructure investment opportunities in regions with high growth potential, such as Sichuan, Xinjiang, and Tibet, as well as sectors like hydropower, coal chemical, and nuclear power [1][36] - Emphasize the cleanroom sector, particularly companies like Baicheng Co., Shenghui Integration, and Yaxiang Integration, which are expected to benefit from the ongoing semiconductor industry developments [17][38] Key Projects and Orders - Sichuan Road and Bridge has seen a significant increase in new bids, with a focus on major provincial projects and government special bond projects to accelerate construction progress [3][23] - The cleanroom sector's order volume remains robust, with Baicheng Co. and Shenghui Integration reporting significant year-on-year growth in new orders [18][19] Sector Performance - The cleanroom sector is expected to maintain a high level of activity, driven by domestic demand for new semiconductor production facilities and the ongoing transition of the semiconductor industry [17][21] - The construction sector is experiencing a structural recovery, with a focus on major transportation infrastructure projects and regional opportunities in high-demand areas [36][39]

Group 1: Market Trends - The net issuance of Sci-Tech bonds peaked in July 2025 and has since declined, with a net issuance of only 14.1 billion yuan from September 22-28, down 28.2 billion yuan week-on-week[1] - The total scale of Sci-Tech bond ETFs reached 247.4 billion yuan by September 26, 2025, with a weekly increase of 80.7 billion yuan, primarily driven by the second batch of ETFs[1][2] Group 2: Trading Activity - During the first week of the Sci-Tech bond ETF launch (July 14-18), trading volume reached a peak, with transaction counts for Sci-Tech bonds and their ETFs accounting for 18% and 14% of credit bonds, respectively[1] - Recent trading activity has stabilized, with transaction counts for Sci-Tech bonds and their ETFs fluctuating around 10% and 6% over the past five weeks[1][2] Group 3: Bond Composition Changes - The first batch of 10 Sci-Tech bond ETFs saw a growth of 9.8 billion yuan this week, with significant increases in the bonds issued by central enterprises in sectors like brokerage, electricity, and energy[2] - The bonds that were reduced in holdings are primarily from the coal, building materials, and electricity sectors, with a more dispersed maturity distribution[2] Group 4: Yield Spread Analysis - The "non-component bond - component bond" yield spread was at 10.8 basis points on September 26, 2025, reflecting a slight increase of 0.7 basis points from the previous week[3] - The yield spread has shown variations based on maturity, with lower spreads for bonds maturing in 0-1 year and over 5 years, averaging around 8 basis points, while 1-5 year bonds have higher spreads of 10-13 basis points[3] Group 5: Investment Strategy Insights - Investors should focus on bonds with significant yield spread differences, as a higher spread indicates that component bonds may be overbought, while non-component bonds offer better value[4] - As of September 26, 2025, seven entities had yield spreads exceeding 20 basis points, suggesting their component bonds are overbought, while four entities had spreads below 8 basis points, indicating potential for further compression in component bond valuations[4]

Investment Rating - The report indicates a neutral investment rating for the construction and decoration industry, suggesting it will perform in line with the overall market [18]. Core Insights - The construction industry experienced a weekly decline of 1.51%, underperforming compared to major indices such as the Shanghai Composite Index (+0.21%) and the CSI 300 (+1.07%) [2][5]. - The best-performing sub-industries for the week were professional engineering (+1.06%), infrastructure private enterprises (+0.91%), and design consulting (+0.41%) [3][6]. - Year-to-date, the top three sub-industries in terms of growth were infrastructure private enterprises (+57.85%), ecological landscaping (+32.82%), and professional engineering (+31.39%) [3][6]. Industry Overview - Recent significant events include the 70th anniversary celebration of the Xinjiang Uyghur Autonomous Region, attended by Xi Jinping, and the successful convening of the Digital Construction Application and Development Conference by the Ministry of Housing and Urban-Rural Development [7][9]. - The report highlights the ongoing push for digital construction initiatives, aiming for significant advancements in this area [7][9]. Key Company Developments - Mongolian Grass Ecology won a contract for the integrated protection and restoration project in Inner Mongolia, valued at 225 million yuan, representing 10.43% of its 2024 revenue [9][10]. - Guangdong Construction secured a contract for the financial city reconstruction project, amounting to 1.924 billion yuan, which is 2.82% of its projected 2024 revenue [9][10]. - China Railway won 11 projects totaling 50.215 billion yuan, accounting for 4.34% of its 2024 revenue [10].