Articles of Association (ABSTRACT)

China Investment Corporation (the "Company"), duly incorporated under the Company Law of the People's Republic of China (the "Company Law"), is a wholly state-owned company engaging in foreign exchange investment management businesses.

The Company shall operate in compliance with applicable laws and regulations, appropriately bear the cost of the funds received from the government, enhance its operating results, and establish effective corporate governance.  The Company shall separate its commercial activities from governmental functions, make its business decisions independently, and operate based on commercial grounds.  The Company bears civil liabilities to the extent of the total assets held by it as a legal person.

The Company's business objectives are to carry out an active and steady operation, endeavor to maximize the shareholder's interests within an acceptable scope of risks, and continuously improve the corporate governance in the state-owned major financial institutions it controls.

The Company's Chinese name shall be "中国投资有限责任公司", and its English name shall be "China Investment Corporation" with "CIC" as the English acronym.

The Company's registered capital is RMB1,550 billion (US$200 billion).

The scope of business of the Company includes: domestic investments in debt securities denominated in foreign currencies and other financial products denominated in foreign currencies; overseas investments in debt securities, stocks, funds and derivative instruments and other financial products; domestic and overseas equity investments; overseas investments through external fund managers; provision of loans through entrusted financial institutions; management of entrusted foreign exchange assets; establishment of equity investment funds and fund management companies as a promoter; and other businesses approved by the relevant governmental authorities.

The Company makes equity investments in domestic financial institutions primarily through its subsidiary, Central Huijin Investment Ltd. (Central Huijin).

As a matter of principle, the Company shall not actively seek investment in domestic non-financial enterprises, with the exceptions of purchasing overseas listed stocks, passive shareholdings and other circumstances as approved by the relevant governmental authorities.

According to its own business characteristics, the Company shall establish and improve investment decision making mechanisms, internal control systems and risk monitoring and control mechanisms to guard against operation risks and to ensure the Company's steady operation and compliance with applicable laws and regulations.

The Company shall establish its Board of Directors, which shall be the Company's decision-making authority.  The Board of Directors shall perform and exercise the duties and rights of the board of directors of a limited liability company under the Company Law.

The Board of Directors shall consist of eleven (11) directors, including three (3) executive directors, five (5) non-executive directors, two (2) independent directors and one (1) director representing the employees.

An executive director is a director who concurrently holds a senior management position in the Company.

A non-executive director is a non-independent director who does not hold any other position in the Company other than a director position.  Each of the National Development and Reform Commission, the Ministry of Finance, the Ministry of Commerce, the People's Bank of China and the State Administration of Foreign Exchange shall nominate one of their officials in charge as a nominee for the non-executive director positions.

An independent director is a director who does not hold any other position in the Company other than a director position and has no relationship with the Company that may influence his or her independent objective judgments.

The nominee(s) for the director position that is for an employee representative shall be elected at the employee representative meetings.

The appointment and removal of a director shall be subject to the approval of the State Council.  The Board shall have one (1) Chairman, and may have one (1) Vice Chairman, both of whom shall be appointed by the State Council.

The Chairman of the Board of Directors shall be the Company’s legal representative.

The Chairman of the Board of Directors may concurrently serve as the Company's President.

The Board of Supervisors shall consist of five (5) supervisors, of which the supervisors representing the employees shall not be less than one third.   Supervisors representing the employees shall be elected at the employee representative meetings.

The Board of Supervisors shall have one (1) Chairman, who shall be appointed by the State Council among the supervisors.

The Company shall have one (1) President, and a certain number of Executive Vice Presidents and Assistant Presidents, who shall assist the President with his or her work.  If necessary, the President may decide to set up senior professional management positions, including, but not limited to, the Chief Investment Officer, the Chief Financial Officer and the Chief Risk Officer.

Central Huijin Investment Ltd., the Company's wholly-owned subsidiary, shall make equity investments in the state-owned major financial institutions according to the need of the government to reform the financial system in China. Huijin shall not conduct any other commercial activities and shall not interfere with the day-to-day business operations of the state-owned major financial enterprises it controls.

To the extent of its capital contribution, Huijin shall, on behalf of the State and in accordance with applicable laws, exercise the rights and perform the obligations as an investor in state-owned major financial enterprises, such as the Industrial and Commercial Bank of China, Bank of China and China Construction Bank, represent the State's controlling position in large-scale financial institutions and achieve value preservation and enhancement of state-owned financial assets.

Huijin shall adopt its articles of association in accordance with applicable laws, and shall appoint or remove its directors, supervisors or senior management officers in accordance with its articles of association.

Any transactions between any of the enterprises directly invested by the Company and any of the state-owned major financial enterprises held by Huijin, such as the Industrial and Commercial Bank of China, Bank of China and China Construction Bank, shall be in compliance with the applicable requirements of the relevant domestic or foreign regulatory authorities.  All such transactions shall be conducted at arm's length and on an equal, voluntary, fair and commercial basis, and the relevant transaction consideration shall in principle not deviate from market prices or charges available to an independent third party.

The Company's Board of Directors shall be responsible for the interpretation of these Articles of Association.

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