Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for any of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

The securities mentioned in this announcement have not been, and will not be, registered under the Securities Act or under any securities laws of any states in the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In addition to the foregoing selling restrictions, the securities mentioned in this announcement are not being offered or sold to any United States citizen, United States permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States (including foreign branches), or any person in the United States.

The information contained in this announcement is not for distribution, issuance or circulation, directly or indirectly, in or into the United States or to, or for the account or benefit of, U.S. Persons.

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUANCE OF USD DENOMINATED NOTES

AND EUR DENOMINATED NOTES

GUARANTEED BY THE COMPANY

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  1. INTRODUCTION
    The Issuer, which is a wholly-owned subsidiary of the Company, proposes to conduct the Proposed Notes Issue and has commenced a series of roadshow presentations beginning on 10 May 2021 to institutional investors.
    The Proposed Notes Issue will only be offered to Non-U.S. Persons outside the United States in compliance with Regulation S under the Securities Act.
    Each series of Notes, if issued, will be guaranteed by the Company under the Deed of Guarantee for that series of Notes. Completion of the Proposed Notes Issue is subject to market conditions and investors' response. ICBC, Bank of China (Hong Kong), DBS Bank Ltd. and BNP PARIBAS are the Joint Global Coordinators for the Proposed Notes Issue. ICBC, Bank of China (Hong Kong), DBS Bank Ltd., BNP PARIBAS, CCB International, ABC International, BOCOM International, CLSA and Société Générale are the Joint Lead Managers and the Joint Bookrunners for the Proposed Notes Issue. The Notes, if issued, will be repayable at maturity, unless early redeemed or cancelled pursuant to their respective terms and conditions.
    As at the date of this announcement, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. Upon finalisation of the terms and conditions of the Proposed Notes Issue, the Issuer, the Company, and the Joint Lead Managers will enter into the Subscription Agreement.
  2. USE OF PROCEEDS
    The Issuer currently intends to use the net proceeds of the Proposed Notes Issue for repayment of debts due and replenishment of working capital for overseas construction projects.
  3. LISTING
    The Issuer will seek listing of the Notes on the Hong Kong Stock Exchange. Confirmation of the eligibility for the listing of the Notes has been received by the Issuer from the Hong Kong Stock Exchange. Admission of the Notes to the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Notes, the Issuer or the Company.
  4. GENERAL
    As no binding agreement in relation to the Proposed Notes Issue has been entered into among the Issuer, the Company and the Joint Lead Managers as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Subscription Agreement be signed.

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Only Non-U.S. Persons outside the United States are eligible to participate in the offering of the Notes. Recipients of information contained in this announcement are reminded to ensure that they are not engaging in a prohibited transaction under the Executive Order and associated subsequent guidance.

  1. DEFINITIONS
    In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"ABC International"

ABCI Capital Limited;

"Bank of China (Hong

Bank of China (Hong Kong) Limited;

Kong)"

"BNP PARIBAS"

BNP PARIBAS;

"Board"

the board of directors of the Company;

"BOCOM International"

BOCOM International Securities Limited;

"CCB International"

CCB International Capital Limited;

"CCBA"

China Construction Bank (Asia) Corporation Limited

( 中 國 建 設 銀 行（亞 洲）股 份 有 限 公 司);

"CLSA"

CLSA Limited;

"Company"

China Railway Construction Corporation Limited

( 中 國 鐵 建 股 份 有 限 公 司), a joint stock limited

company incorporated in the PRC with limited

liability, whose H shares and A shares are listed on

the Hong Kong Stock Exchange and the Shanghai

Stock Exchange respectively;

"DBS Bank Ltd."

DBS Bank Ltd.;

"Deed of Guarantee"

the deed of guarantee in respect of each series of

Notes to be entered into between the Company and

CCBA, pursuant to which, inter alia, the Company

will provide guarantee in connection with the

Proposed Notes Issue;

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"EUR"

the lawful currency of Eurozone;

"Executive Order"

Executive Order 13959, as amended by Executive

Order 13974 or from time to time;

"Guarantee"

the unconditional and irrevocable guarantee provided

by the Company for the Notes;

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC;

"Hong Kong Stock

The Stock Exchange of Hong Kong Limited;

Exchange"

"ICBC"

ICBC International Securities Limited;

"Issuer"

CRCC Hean Limited, a company incorporated in

Hong Kong with limited liability and an indirect

wholly-owned subsidiary of the Company;

"Joint Bookrunners"

ICBC, Bank of China (Hong Kong), DBS Bank

Ltd., BNP PARIBAS, CCB International, ABC

International, BOCOM International, CLSA and

Société Générale;

"Joint Global

ICBC, Bank of China (Hong Kong), DBS Bank Ltd.

Coordinators"

and BNP PARIBAS;

"Joint Lead Managers"

ICBC, Bank of China (Hong Kong), DBS Bank

Ltd., BNP PARIBAS, CCB International, ABC

International, BOCOM International, CLSA and

Société Générale;

"PRC"

the People's Republic of China, excluding the Hong

Kong Special Administrative Region, Macau Special

Administrative Region, and Taiwan for the purpose

of this announcement;

"Proposed Notes Issue"

the proposed issue of the Notes by the Issuer;

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"Notes"

the USD denominated guaranteed notes and the EUR

denominated guaranteed notes proposed to be issued

by the Issuer and guaranteed by the Company;

"Non-U.S. Person"

any person other than a U.S. Person;

"Securities Act"

The United States Securities Act of 1933, as amended

from time to time;

"Société Générale"

Société Générale;

"Subscription Agreement"

the subscription agreement to be entered into among

the Company, the Issuer and the Joint Lead Managers;

"USD"

the lawful currency of the United States;

"U.S. Person"

any person that is a U.S. person as defined in

Regulation S under the Securities Act and any person

that is a U.S. person as defined in the Executive

Order.

By order of the Board

China Railway Construction Corporation Limited

WANG Jianping

Chairman

Beijing, the PRC

10 May 2021

As at the date of this announcement, the Board comprises Mr. WANG Jianping (Chairman and Executive Director), Mr. ZHUANG Shangbiao (President and Executive Director), Mr. CHEN Dayang (Executive Director), Mr. LIU Ruchen (Executive Director), Mr. WANG Huacheng (Independent Non-executive Director), Mr. Patrick SUN (Independent Non-executive Director), Mr. CHENG Wen (Independent Non- executive Director) and Ms. Amanda Xiao Qiang LU (Independent Non-executive Director).

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CRCC - China Railway Construction Corporation Limited published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 09:27:07 UTC.