中投简介

中国投资有限责任公司（以下简称“中投公司”）成立于2007年9月29日，是依照《中华人民共和国公司法》（以下简称《公司法》）设立的从事外汇资金投资管理业务的国有独资公司。中国财政部通过发行特别国债的方式筹集15500亿元人民币，购买了相当于2000亿美元的外汇储备作为中投公司的注册资本金。

中投公司的经营宗旨是持有、管理和投资其受托资产，在可接受的风险范围内，努力实现股东利益最大化。

中投公司独立经营，自主决策，基于经济和财务目的，在全球范围内对股权、固定收益以及多种形式的另类资产进行投资。

中投公司已建立了完整的治理结构，包括董事会、监事会和执行委员会；依照《公司法》、公司章程和董事会确定的方针政策运作，并对国务院负责。

中央汇金投资有限责任公司（以下简称“中央汇金”）是中投公司的全资子公司，自设董事会和监事会。中央汇金投资并持有国有重点金融企业的股权，并代表国务院行使股东权利，不开展其它任何商业性经营活动，不干预其控股企业的日常经营活动。

OVERVIEW

China Investment Corporation (CIC) is an investment institution established as a wholly state-owned company under the Company Law of the People’s Republic of China and headquartered in Beijing.

The mission of CIC is to make long-term investments that maximize risk adjusted financial returns for the benefit of its shareholder.

CIC was established on September 29th 2007 with the issuance of special bonds worth RMB 1.55 trillion by the Ministry of Finance. These were, in turn, used to acquire approximately USD 200 billion of China’s foreign exchange reserves and formed the foundation of its registered capital. Because its financing is grounded in financial instruments and subject to commercial obligations, CIC maintains a strict commercial orientation and is driven by purely economic and financial interests.

CIC is committed to maintaining the high professional and ethical standards in corporate governance, transparency, and accountability.

CIC selects investments based on established investment principles and values. under CIC usually does not take a controlling role – or seek to influence operations – in the companies in which it invests.

CIC’s fundamental approach is to hold, manage, and invest its mandated assets to maximize shareholder’s value. While every investment is unique, CIC believes in the importance of having a long-term vision and, as a result, it is

committed to investing for the long-term. As a commercial investment institution, CIC has full operational independence and makes its investment decisions based on its assessment of economic and financial objectives.

CIC’s investments are not limited to any particular sector, geography, or asset class and include equity, fixed income, and alternative assets.

CIC is committed to maintaining the highest professional and ethical standards of corporate governance, transparency, and accountability.

CIC’s comprehensive three-tiered corporate governance structure includes Board of Directors, Board of Supervisors, and Executive Committee. It is governed by the Company Law of the People’s Republic of China and the company’s Articles of Association and operating guidelines. While it operates with independence and its investment decisions are based on the pure economics of each deal, CIC remains accountable to the State Council of the People’s Republic of China and, ultimately, to the citizens of the People’s Republic of China.

Central Huijin Investment Ltd. (Central Huijin) is a wholly-owned subsidiary of CIC with its own Board of Directors and Board of Supervisors. It was established to invest in key state-owned financial institutions in China; it does not conduct any other commercial activities and is not involved in day-to-day issues within the institutions in which it invests.

公司章程(摘要)

中国投资有限责任公司（以下简称“公司”）是依照《中华人民共和国公司法》（以下简称《公司法》）设立的从事外汇资金投资管理业务的国有独资公司。

公司按照依法合规、有偿使用、提高效益、有效监管的原则，实行自主经营，商业化运作，以其全部法人财产独立承担民事责任。

公司的经营宗旨是积极稳健经营，在可接受的风险范围内，努力实现股东权益最大化，同时不断完善其控股的国有重点金融机构公司治理。

公司中文名称：中国投资有限责任公司。英文名称：China Investment Corporation；英文缩写：CIC。 公司注册资本为15500亿元人民币（2000亿美元）。

公司的经营范围：境内外币债券等外币类金融产品投资；境外债券、股票、基金、衍生金融工具等金融产品投资；境内外股权投资；对外委托投资；委托金融机构进行贷款；外汇资产受托管理；发起设立股权投资基金及基金管理公司；国家有关部门批准的其他业务。

公司主要通过子公司中央汇金投资有限责任公司（以下简称“中央汇金”）参股境内金融机构。

公司原则上不主动参股境内非金融企业，但购买境外上市股票、被动持股或经国家有关部门批准的除外。 公司根据自身业务特点建立健全投资决策机制、内部控制制度和风险监控机制，防范经营风险，确保公司依法、合规、稳健经营。

公司设董事会，董事会是公司权力机构，依法行使《公司法》规定的有限责任公司董事会的职权。 公司董事会由十一名董事组成，包括三名执行董事，五名非执行董事，两名独立董事和一名职工董事。 执行董事指在公司同时担任高级管理职务的董事。

非执行董事指不在公司担任除董事外其他职务的非独立董事。发展改革委、财政部、商务部、人民银行和外汇局各提名一位部门负责人作为非执行董事人选。

独立董事是指不在公司担任除董事外的其他职务，并与公司不存在可能影响其进行独立客观判断关系的董事。 职工代表出任的董事人选由职工代表大会通过选举产生。

董事任免须报国务院批准。董事会设董事长一人，可设副董事长一人。董事长和副董事长由国务院指定。 董事长是公司的法定代表人。 董事长可兼任总经理。

监事会由五名监事组成，其中职工代表监事不少于三分之一。职工代表监事人选由职工代表大会选举产生。 监事会设监事长一名，由国务院从监事会成员中指定。

公司设总经理一名，副总经理、总经理助理若干名，副总经理、总经理助理协助总经理工作。根据需要，总经理可决定设置高级专业管理职位，包括但不限于首席投资官、首席财务官、首席风险官等。

中央汇金作为公司的全资子公司，根据国家金融体制改革的需要，从事国有重点金融机构股权投资，不开展其他任何商业性活动，不干预其控股的国有重点金融企业的日常经营活动。

中央汇金以其出资额为限代表国家依法对中国工商银行、中国银行和中国建设银行等国有重点金融企业行使出资人权利和履行出资人义务，体现国家在大型金融机构的控股地位，实现国有金融资产保值增值。 中央汇金依法制定公司章程，并根据公司章程任免董事、监事，聘任或解聘高级管理人员。

公司直接投资的企业与中央汇金持股的中国工商银行、中国银行、中国建设银行等国有重点金融企业进行的任何交易应当符合境内外相关监管机构的有关要求。交易应当遵循平等、自愿、等价、有偿的商业原则，交易价格原则上应不偏离对市场独立第三方的价格或收费标准。 公司董事会负责对本章程进行解释。

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\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.

内设部门

公关外事部

负责公司的媒体事务、公共关系、信息披露、国别研究、声誉风险、外事活动与国际合作；分析研究宏观经济金融形势、全球公共政策和国别政策；承担国际咨询委员会秘书处工作。

法律合规部

负责公司的法律和合规事务，控制公司的法律风险，为公司各类业务提供法律支持，以保障公司资产和收益的安全性；保障公司投资及运作的外部合规，并配合公司其他相关部门，保障公司内部运作的合规性。

办公室/董事会办公室

负责公司日常行政办公及后勤服务管理；承担公司董事会、执委会等秘书事务；负责公司综合文件起草、公文运转、档案、统计、安全保密、公司采购管理等工作。

资产配置与战略研究部

负责拟定和调整投资政策、战略资产配置方案，管理总体投资目标；跟踪研究全球经济、金融市场、重点行业、主要经济体的发展动态；承担投资决策委员会秘书处工作；负责对投资项目从决策后到投资前的监督管理工作；负责公司被动资产投资，暂时代管公司交易室。

股权策略投资部

负责以积极方式投资公开市场股票，投资方式可选择自营或外包。

债券与绝对收益投资部

负责以积极方式投资各类债券资产、各类绝对收益产品、公开市场大宗商品产品及外汇绝对收益产品。

私募股权投资部

负责除资源能源、农林牧渔、基础设施外的泛行业直接与间接的股权或类股权投资。

专项投资部

负责以直投或基金方式管理资源能源、基础设施、农林牧渔、黄金贵金属等集中度较高领域的股权或类股权投资。

投资运营部

负责公司交易匹配、投资活动的后台结算交割、投资资产变动的处理和维护等投资后管理工作；处理日常投资交易数据及其维护；托管行、清算行的选聘、评估和日常管理；SPV公司开设；新产品上线测试等工作。

风险管理部

负责拟定公司风险管理政策框架；建立和维护风险管理系统，识别、评估和监控投资业务中涉及的各类风险；建立健全风险监测、预警及危机处理机制，提出重大风险解决方案；计算风险调整后收益，评估投资业绩；承担风险管理委员会秘书处工作。

财务部

负责公司会计核算，根据国家会计准则编制会计报表和年度决算报告；编制和执行公司年度财务收支预算，并提供公司经营状况财务分析报告；管理公司存量资金；负责投资交易资金的清算与结算。

人力资源部

负责拟定公司人才战略，进行公司人力资源规划、开发、配置和管理；建立并实施绩效考核、薪酬福利及培训制度，为公司持续发展提供有国际竞争力的人才支持和保障。

信息技术部

负责公司信息技术系统的规划、开发、建设、管理和维护，为公司的投资和运营提供信息技术支持。

纪检监察部

负责公司的反腐倡廉工作；负责公司纪检监察制度的制定和实施，建设和完善公司内部惩防体系；对员工遵纪守法情况进行监督检查；调查处理违纪违法案件。

监事会办公室/内审部

负责制定监事会工作制度和内部审计规章制度；建立并完善反舞弊工作机制；组织内部审计、协助开展外部审计，提出整改建议并督促实施；协助监事会对董事、高级管理人员和其他相关人员履职尽职情况开展监督和评估。

FUNCTIONAL DEPARTMENTS

Department of Public Relations & International Cooperation

The Department is responsible for managing CIC's external relations and public affairs as well as reputation risk

management. Its external relations remit includes coordinating relations with media and other communities of interest, while its public affairs function includes the review of public policy in key markets. Other functions also include global macroeconomic analyses and country-level studies. In addition, the Department serves as the secretariat of CIC's International Advisory Committee.

Department of Legal and Compliance

The Department oversees corporate legal and compliance affairs. It is responsible for managing legal exposure, supporting other departments across the institution, and safeguarding CIC's assets and proceeds to ensure external and internal legal compliance.

General Office/Office of the Board of Directors

The Department is responsible for day-to-day operational and administrative affairs across the institution. Its functions include implementing internal control systems, managing the operating platform, and providing administrative services and other logistics support to ensure CIC operates efficiently and effectively. It also provides assistance to the Board of Directors and Executive Committee.

Department of Asset Allocation & Strategic Research

The Department is responsible for the formulation of CIC's investment strategy and determination of its asset allocation. In addition, it manages investment targets, compiles risk assessments, and conducts ongoing analysis of issues in key financial markets, industries, and economies around the world. The Department also serves as the secretariat of CIC's Investment Committee.

Department of Public Equity

The Department is responsible for pursuing active investment in public-market equities, either through proprietary trading or external fund managers.

Department of Fixed Income and Absolute Return

The Department is responsible for pursuing active investment in bonds and securities, absolute-return investment in public markets, commodities in public markets.

Department of Private Equity

The Department is responsible for investing directly or indirectly in equities in sectors other than energy, agriculture, forestry, animal husbandry, fishing and infrastructure.

Department of Special Investment

The Department is responsible for investing directly or through fund managers in equities in sectors such as energy, agriculture, forestry, animal husbandry, fishing, infrastructure, gold and other precious metal, as well as other areas with concentrated positions.

Department of Risk Management

The Department is responsible for crafting and enforcing a company-wide risk management framework and risk

management process to ensure that it is able to identify, assess, and monitor various types of risks involved in investment activity and asset management. It is also tasked to set adequate monitoring and contingency mechanisms and bring mitigation solutions. The Department is mandated to measure levels of risk and, when necessary, undertake actions that return the actual level of risk to within a desired range. It also calculates risk-adjusted returns, investment performance, and serves as the secretariat of the Risk Management Committee.

Department of Investment Operations

The Department is in charge of trade matching, transaction settlement and delivery, adjustments in investment assets, collocate transaction data; select custodian and settlement banks and routine dealings with them; establishment of SPV; testing of new products.

Department of Finance and Accounting

The Department is in charge of corporate accounting, and prepares and produces relevant financial reports, including annual reports and other financial statements in accordance with national accounting standards. As part of that responsibility, it manages the annual budget process, prepares relevant financial analysis, carries out cash flow management, and conducts clearance and settlement of investment transactions.

Department of Human Resources

The Department is responsible for formulating CIC's human resource strategy, and managing personnel policies and other related issues, including staff planning, recruiting, career development, performance evaluation, remuneration, and compensation.

Department of Information Technology

The Department is responsible for building, managing, and maintaining CIC's information technology system to ensure the smooth and effective operation of the company's investments and other business activities.

Department of Institutional Integrity

The Department ensures that all members of the governing bodies and staff act with integrity at all times. It formulates and implements the inspection process, establishes and strengthens internal disciplinary and prevention systems, monitors staff conduct, and manages any internal or external claim of misconduct.

Office of Board of Supervisors/ Department of Internal Audit

Mandated by the Board of Supervisors, the Department is responsible for developing the working mechanisms for the Board, establishing internal audits procedure, and anti-fraud practices. The Department is responsible for conducting internal auditing and assisting external audits to ensure all organizational units are functioning effectively. In addition, the

Department is responsible for assisting the Board of Supervisors in monitoring and evaluating the performance of members of the Board of Directors, executives, and other employees.