China Communications Construction Company Limited — AGM Information 2019

Apr 30, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Communications Construction Company Limited, you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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中國交通建設股份有限公司 CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1800)

(1) AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018;

(2) DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2018;

(3) RE-APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS THE COMPANY’S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION;

(4) 2018 REPORT OF THE BOARD;

(5) 2018 REPORT OF THE SUPERVISORY COMMITTEE;

(6) GENERAL MANDATE TO ISSUE NEW SHARES;

(7) PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS; (8) REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS; AND (9) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Tuesday, 18 June 2019 is set out in Appendix II to this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. If you intend to attend the AGM, you are required to complete and return the reply slip to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, on or before Tuesday, 28 May 2019.

Completion and return of the form of proxy will not preclude you as a Shareholder from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

30 April 2019

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
APPENDIX I	– REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS. . .	9
APPENDIX II	– NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	24

– ii –

DEFINITIONS

In this circular, unless the content otherwise requires, the following expressions have the following meanings:

• “A Share(s)” domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange

• “AGM” the annual general meeting of the Company for the year ended 31 December 2018 to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Tuesday, 18 June 2019

• “Articles of Association” the articles of association of the Company (as amended from time to time)

• “Board” the board of directors of the Company “CCCG” China Communications Construction Group (Limited), a wholly stateowned company incorporated on 8 December 2005 in the PRC which holds approximately 59.91% of the total ordinary shares of the Company as at the Latest Practicable Date

• “Company” or “CCCC” China Communications Construction Company Limited, a joint stock limited company duly incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange under the stock code 1800 and the A Shares of which are listed on the Main Board of the Shanghai Stock Exchange under the stock code 601800

• “Company Law” the Company Law of the People’s Republic of China “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “H Share(s)” overseas-listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange

– iii –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars” or	Hong Kong dollars, the lawful currency of Hong Kong
“HKD”
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange”
“Latest Practicable Date”	23 April 2019, being the latest practicable date prior to the printing of
	this circular
“PBOC”	People’s Bank of China
“PRC”	the People’s Republic of China, but for the purposes of this circular only,
	excludes Hong Kong and Macau Special Administrative Regions of the
	PRC and Taiwan
“Renminbi” or “RMB”	Renminbi, the lawful currency of the PRC
“SASAC”	the State-owned Assets Supervision and Administration Commission of
	the State Council of the PRC
“Shanghai Listing Rules”	the Rules Governing the Listing of Stocks on the Shanghai Stock
	Exchange
“Share(s)”	ordinary share(s) in the share capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Supervisory Committee”	the supervisory committee of the Company

– iv –

LETTER FROM THE BOARD

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中國交通建設股份有限公司 CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1800)

Executive Directors Registered Office LIU Qitao 85 De Sheng Men Wai Street SONG Hailiang Xicheng District CHEN Yun Beijing 100088 the PRC Non-executive Directors LIU Maoxun Principal Place of Business in Hong Kong Qi Xiaofei Room 2805, 28th Floor Convention Plaza Office Tower Independent Non-executive Directors 1 Harbour Road, Wanchai HUANG Long Hong Kong ZHENG Changhong NGAI Wai Fung

30 April 2018

To the Shareholders,

Dear Sir or Madam,

(1) AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018;

(2) DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2018;

(3) RE-APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS THE COMPANY’S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION; (4) 2018 REPORT OF THE BOARD;

(5) 2018 REPORT OF THE SUPERVISORY COMMITTEE;

(6) GENERAL MANDATE TO ISSUE NEW SHARES;

(7) PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS;

(8) REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS; AND

(9) NOTICE OF ANNUAL GENERAL MEETING

– 1 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the notice of the AGM, which is enclosed as Appendix II to this circular and to provide you with information which is reasonably necessary to enable you to make an informed decision on whether to vote for or against certain resolutions to be proposed at the AGM.

At the AGM, ordinary resolutions will be proposed to approve the following proposals:

1. the audited consolidated financial statements of the Company for the year ended 31 December 2018;

2. the distribution plan of profit and final dividend for the year of 2018;

3. the re-appointment of Ernst & Young as the Company’s international auditor and Ernst & Young Hua Ming LLP as the Company’s domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the Board to determine their respective remuneration;

4. the report of the Board for the year of 2018;

5. the report of the Supervisory Committee for the year of 2018;

6. At the AGM, special resolutions will be proposed to approve the following proposals:

7. the general mandate to issue new Shares;

8. the proposed issue of medium and long-term bonds; and

9. the report on the use of the previously raised proceeds.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018

An ordinary resolution will be proposed at the AGM to approve the audited consolidated financial statements of the Company for the year ended 31 December 2018. The audited consolidated financial statements are set out in the 2018 annual report of the Company, which was despatched to the Shareholders on 30 April 2019.

– 2 –

LETTER FROM THE BOARD

DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2018

An ordinary resolution will be proposed at the AGM to approve the distribution plan of profit and final dividend of the Company for the year of 2018.

For the year of 2018, net distributable profit for the Shareholders was approximately RMB18,663 million which is determined based on the financial statements prepared in accordance with China Accounting Standards for Business Enterprises and International Financial Reporting Standards (whichever is lower). The Board has proposed a final dividend of RMB0.23077 (including tax) per Share (totaling approximately RMB3,733 million which represents approximately 20% of the abovementioned net distributable profit for the Shareholders). The proposed dividend distribution will be distributed to all Shareholders on the basis of the total issued share capital of 16,174,735,425 Shares.

The final dividends are expected to be paid to Shareholders whose names appear on the register of members of the Company at the opening of business on Thursday, 4 July 2019. For purpose of ascertaining Shareholder’s entitlement to the proposed final dividend, the register of members of the Company will be closed from Saturday, 29 June 2019 to Thursday, 4 July 2019 (both days inclusive), during which time no share transfers will be registered. Instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 28 June 2019. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Thursday, 4 July 2019 are entitled to the final dividends. The proposed final dividends will be denominated and declared in Renminbi and will be paid to holders of A Shares in Renminbi and to holders of H Shares in Hong Kong dollars. The relevant exchange rate is determined at RMB0.85779 equivalent to HKD1.00 as the middle rate of Renminbi to Hong Kong dollars as announced by the PBOC on the date when such dividends were declared. For more information, please refer to the 2018 annual report of the Company, which was despatched to the Shareholders on 30 April 2019.

RE-APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS THE COMPANY’S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION

An ordinary resolution will be proposed at the AGM to approve the re-appointment of Ernst & Young as the Company’s international auditor and Ernst & Young Hua Ming LLP as the Company’s domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the Board to determine their respective remuneration.

– 3 –

LETTER FROM THE BOARD

REPORT OF THE BOARD FOR THE YEAR OF 2018

An ordinary resolution will be proposed at the AGM to approve the report of the Board for the year of 2018. The full text of the report of the Board is set out in the 2018 annual report of the Company, which was despatched to the Shareholders on 30 April 2019.

REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2018

An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Committee for the year of 2018. The full text of the report of the Supervisory Committee is set out in the 2018 annual report of the Company, which was despatched to the Shareholders on 30 April 2019.

GENERAL MANDATE TO ISSUE NEW SHARES

A special resolution will be proposed at the AGM to approve that:

• a. The Board be and is hereby authorised unconditional general mandate during the Relevant Period (as defined below), either separately or concurrently, to allot, issue and/or deal with new A Shares and/ or H Shares and/or preference shares (including but not limited to preference shares issued in the PRC) and to make, grant or enter into offers, agreements and/or options in respect thereof, subject to the following conditions:

• (1) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into or grant offers, agreements or options for issuance which might require the exercise of such powers after the end of the Relevant Period;

• (2) the number of (a) A Shares and/or H Shares; and/or (b) preference shares (based on the equivalent number of A Shares and/or H Shares after the voting right is restored at the initial simulated conversion price) to be separately or concurrently allotted, issued and/or dealt with by the Board, shall not exceed 20% of each of the existing A Shares and/or H Shares of the Company in issue as at the date of the passing of this resolution; and

• (3) the Board will only exercise its power under such mandate in accordance with the Company Law, Hong Kong Listing Rules and Shanghai Listing Rules and only if necessary approvals from relevant supervision authorities are obtained.

– 4 –

LETTER FROM THE BOARD

• b. The Board be and is hereby authorised to make such amendments to the Articles of Association when it thinks appropriate to increase the registered share capital and reflect the new capital structure of the Company upon the completion of such allotment, issuance of and dealing with proposed shares; and to take any necessary actions and to go through any necessary procedures (including but not limited to obtaining approvals from relevant regulatory authorities and completing registration processes with relevant industrial and commercial administration) in order to give effect to the issuance of shares under this resolution.

• c. Contingent on the Board resolving to allot, issue and deal with Shares pursuant to this resolution, the Board be and is hereby authorised to approve, execute and deal with or procure to be executed and dealt with, all such documents, deeds and things as it may consider necessary in connection with the issuance of, allotment of and dealing with such shares including, but not limited to, determining the size of the issue, the issue price or coupon rate of the issue, the use of proceeds from the issue, the target of the issue, the place and time of the issue, issuance arrangement in installments, making all necessary applications to relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with relevant regulatory authorities in the PRC and Hong Kong.

• d. For the purpose of enhancing efficiency in the decision making process and ensuring the success of issuance, it is proposed to the AGM to approve that the Board delegates such authorisation to the working group, comprising Mr. Liu Qitao (executive Director and chairman of the Company) and/ or Mr. Song Hailiang (executive Director and president of the Company) and/or Mr. Peng Bihong (chief financial officer of the Company), to take charge of all matters related to the issue of shares.

• e. For the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until the earlier of:

• (1) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (2) the expiration of the 12-month period following the passing of this resolution; or

• (3) the date on which the authority set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting of the Company.

– 5 –

LETTER FROM THE BOARD

PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS

The Company intends to issue medium and long-term bonds in accordance with the following particulars:

• (i) Category of bonds:

Medium and long-term bonds

• (ii) Issuer: The Company

• (iii) Aggregate principal amount: Not exceeding RMB20,000 million or equivalent

• (iv) Term:

No upper limit to the term of the bonds

• (v) Use of proceeds:

• To replenish the Company’s working capital, repay loans, optimise liability structure and apply to the construction of projects in line with national industry policies

• (vi) Effective term of the 12 months Shareholders’ resolution:

The abovementioned proposed issue of medium and long-term bonds requires approval of the Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the approval of the Shareholders by way of a special resolution at the AGM to approve the abovementioned proposed issue of medium and long-term bonds and to authorise Mr. Liu Qitao (executive Director and chairman of the Company) and/ or Mr. Song Hailiang (executive Director and president of the Company) and/or Mr. Peng Bihong (chief financial officer of the Company), to deal with all relevant matters in relation to the implementation of the abovementioned proposed issue of medium and long-term bonds, including without limitation:

• (i) to determine the details of the abovementioned proposed issue and listing of medium and long-term bonds, including but not limited to the categories of the bonds, currency, the matters as to whether to issue in a number of tranches and categories, arrangements for amount and duration of each tranche and category, method of issue, term and method of repayment for principal and payment of interests, underwriting, the matters as to whether any terms for repurchase and redemption will be in place, pricing and determination of coupon rate or other means of identification, details of use of the fund raised therefrom, measures for guaranteeing the repayment, the guarantee, the listing of the bonds, place of issue and listing, and the selection of qualified professional advisers in the issue of the bonds;

• (ii) to participate in all of the negotiations on behalf of the Company relevant to the proposed issue and listing of medium and long-term bonds, to execute all agreements and other necessary documents, and to conduct appropriate information disclosure;

– 6 –

LETTER FROM THE BOARD

• (iii) to carry out the competent authorities for approval(s) of the abovementioned proposed issue and listing of medium and long-term bonds, and adjust the specific issue plan according to the competent authorities’ comments (if any); and

• (iv) to carry out take all necessary actions to deal with/make decisions on the abovementioned proposed issue and listing of medium and long-term bonds.

REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

References are made to the circular of the Company dated 19 October 2018 and the announcement of the Company dated 20 November 2018 in relation to, among others, the report on the use of the previously raised proceeds. The Shareholders resolved by way of a special resolution at the extraordinary general meeting held on 20 November 2018 in respect of the report on the use of the previously raised proceeds as of 30 June 2018.

Pursuant to the relevant PRC regulatory requirements, such as the Administrative Measures for the Issuance of Securities by Listed Companies (《上市公司證券發行管理辦法》) and the Rules Concerning the Report on the Use of Proceeds from Previous Fundraising Activities (《關於前次募集資金使用情況報告的規定》) issued by CSRC, the Company updated the report on the use of the previously raised proceeds based on its actual use of the previously raised proceeds for the period from 1 July 2018 to 31 December 2018. Ernst & Young Hua Ming LLP verified such report and issued the Assurance Report on the Use of the Previously Raised Proceeds of China Communications Construction Company Limited, according to which the report on the use of the previously raised proceeds of the Company was in compliance with the requirements under the Rules Concerning the Report on the Use of Proceeds from Previous Fundraising Activities 《關於前次募集資金使用情況報告的規定》( ) issued by CSRC in all material aspects and reflected the Company’s actual use of the previously raised proceeds as of 31 December 2018. The full text of the report on the use of the previously raised proceeds is set out in Appendix I to this circular.

A special resolution will be proposed at the AGM to approve the report on the use of the previously raised proceeds.

– 7 –

LETTER FROM THE BOARD

AGM

A notice convening the AGM of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Tuesday, 18 June 2019 is set out in Appendix II to this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. If you intend to attend the AGM, you are required to complete and return the reply slip to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, on or before Tuesday, 28 May 2019. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

Any vote of the Shareholders at the AGM shall be taken by poll unless otherwise required by the Hong Kong Listing Rules. For purpose of ascertaining Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 20 May 2019 to Tuesday, 18 June 2019 (both days inclusive), during which time no share transfers will be registered. Instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 17 May 2019. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Tuesday, 18 June 2019 are entitled to attend the AGM.

RECOMMENDATION

The Board believes that the resolutions mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the relevant resolutions to be proposed at the AGM as set out in the Notice of Annual General Meeting enclosed as Appendix II to this circular.

By order of the Board

China Communications Construction Company Limited Zhou Changjiang

Company Secretary

– 8 –

APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

1. THE PREVIOUSLY RAISED PROCEEDS

As approved in the Reply to the Relevant Issues of Non-public Issuance of Preference shares of China Communications Construction Company Limited (Guo Zi Chan Quan [2014] No. 1203) (國 資產權[2014]1203號《關於中國交通建設股份有限公司非公開發行優先股股票有關問題的批 覆》) issued by SASAC on 25 December 2014 and Reply to the Approval for Non-public Issuance of Preference Shares of China Communications Construction Company Limited (Zheng Jian Xu Ke [2015] No. 1348) (證監許可[2015]1348號文《關於核准中國交通建設股份有限公司非公開發行 優先股的批覆》) issued by the CSRC on 24 June 2015, the Company has completed the non-public issuance of preference shares to eligible investors in China in two tranches on 1 September 2015 and 19 October 2015 respectively.

Pursuant to the Rules Concerning the Report on the Use of Proceeds from Previous Fundraising Activities (Zheng Jian Fa Xing Zi [2007] No. 500) (《關於前次募集資金使用情況報告的規定》(證 監發行字[2007]500號)), the Company has formulated the report on the use of the previously raised proceeds as of 31 December 2018, details are as follows:

(1) Amount and availability of previously raised proceeds

The Company completed the first tranche of issuance of 90,000,000 preference shares on 1 September 2015 and completed the second tranche of issuance of 55,000,000 preference shares on 19 October 2015.

After deducting the underwriting expenses of RMB11,000,000, the total proceeds raised by Company in the first tranche of issuance of preference shares amounted to RMB8,989,000,000. After deducting other issuance expenses payable by the Company in an amount of RMB9,316,911, the net proceeds actually raised amounted to RMB8,979,683,089. As of 1 September 2015, the aforementioned issuance of preference shares and the transfer of proceeds raised have been completed, the proceeds raised were verified by PricewaterhouseCoopers Zhong Tian LLP with PwCZT YZ (2015) No. 1080 capital verification report.

After deducting the underwriting expenses of RMB5,500,000, the total proceeds raised by Company in the second tranche of issuance of preference shares amounted to RMB5,494,500,000. After deducting other issuance expenses payable by the Company in an amount of RMB5,765,700, the net proceeds actually raised amounted to RMB5,488,734,300. As of 19 October 2015, the aforementioned issuance of preference shares and the transfer of proceeds raised have been completed, the proceeds raised were verified by PricewaterhouseCoopers Zhong Tian LLP with PwCZT YZ (2015) No. 1193 capital verification report.

– 9 –

REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX I

(2) Previously raised proceeds deposited into special accounts

As at 1 September 2015, the initial deposit amount in the special account for the proceeds raised from the first tranche of non-public issuance of preference shares of the Company amounted to RMB8,989,000,000, which was deposited into the account opened by the Company at Agricultural Bank of China Limited, Head Office, Operation department (account number: 81600001040015549). After deducting other issuance expenses of RMB9,316,911, the net proceeds raised by the Company for the issuance amounted to RMB8,979,683,089.

As at 19 October 2015, the initial deposit amount in the special account for the proceeds raised from the second tranche of non-public issuance of preference shares of the Company amounted to RMB5,494,500,000, which was deposited into the account opened by the Company at Agricultural Bank of China Limited, Head Office, Operation department (account number: 81600001040015549). After deducting other issuance expenses of RMB5,765,700, the net proceeds raised by the Company for the issuance amounted to RMB5,488,734,300.

As at 31 December 2018, the balance in the special account for the previously raised proceeds from the non-public issuance of preference shares of the Company amounted to RMB23,179,130, which was deposited in the special account at Agricultural Bank of China Limited, Head Office, Operation department (account number: 81600001040015549), and special account for the proceeds from subsidiaries, following the principle of special fund for designated purpose.

2. ACTUAL USE OF THE PREVIOUSLY RAISED PROCEEDS

(1) Comparison of the use of the previously raised proceeds

Pursuant to the use of proceeds as disclosed in the prospectus for the non-public issuance of preference shares of the Company, after deducting the issuance expenses, the proceeds raised from the non-public issuance of preference shares will be used in investing infrastructure projects, supplementing the working capital for significant engineering contracting projects and replenishing the general working capital.

As at 31 December 2018, the actual use of the previously raised proceeds is demonstrated in the Schedule 1 “Comparison of the use of the previously raised proceeds”.

(2) Change in the projects actually invested with previously raised proceeds

The non-public issuance of the preference shares of the Company does not involve any change to the projects actually invested with previously raised proceeds.

– 10 –

REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX I

• (3) Early investment and replacement of the projects actually invested with previously raised proceeds

As approved at the 20th meeting of the third session of the Board of China Communications Construction Company Limited held on 30 October 2015, during the period from 24 November 2014 to 30 September 2015, the Company has invested an amount of RMB8,231,664,000 in advance to the projects to be invested with the proceeds from the issuance of preference shares by self-raised funds, details of which are set out in Schedule 3 “Investment in Advance to the Projects to be Invested with the Proceeds from the Issuance of Preference Shares by Self-Raised Funds”. The report on investment in advance to the projects to be invested with the proceeds from the issuance of preference shares by self-raised funds was verified by PricewaterhouseCoopers Zhong Tian LLP with PwCZT Te Shen Zi (2015) No. 1600 verification report. The independent directors of the Company agreed on the early investment and replacement of the projects to be invested with proceeds.

(4) Temporary replenishment of working capital by idle funds

There is no temporary replenishment of working capital by idle funds for the Company.

(5) Use of remaining proceeds from the projects invested with previously raised proceeds

As at 31 December 2018, the investment in the projects to be invested with proceeds from the non-public issuance of preference shares has completed, and the balance of the special account for the proceeds raised amounted to RMB23,197,130, mainly due to the interests generated by the special account for the proceeds raised. Remaining proceeds are less than 5% of the net proceeds raised from the non-public issuance of preference shares. According to the Administration Measures of Proceeds Raised by Listed Companies of Shanghai Stock Exchange (《上海證券交易所上市公司募集資金管理辦法》), the raised proceeds will be used directly to supplement working capital.

– 11 –

APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

3. BENEFITS FROM THE PROJECTS INVESTED WITH PREVIOUSLY RAISED PROCEEDS

• (1) Comparison of benefits from the projects invested with previously raised proceeds

For details of the comparison of the projects invested with previously raised proceeds, please see Schedule 2 “Comparison of the projects invested with previously raised proceeds”.

• (2) Benefits from the projects invested with previously raised proceeds that cannot be accounted separately

For details of the benefits from the projects invested with previously raised proceeds that cannot be accounted separately, please see Schedule 2 “Comparison of the projects invested with previously raised proceeds”.

• (3) Accumulated benefits from the projects invested with previously raised proceeds less than 20% or more of those as committed

Not applicable.

4. OPERATIONS OF ASSETS THAT ARE USED TO SUBSCRIBE FOR SHARES IN THE PREVIOUSLY RAISED PROCEEDS

The non-public issuance of preference shares of the Company does not involve subscription of shares by assets.

5. TRANSFER OF THE PROJECTS INVESTED WITH PREVIOUSLY RAISED PROCEEDS

The Company does not transfer any projects invested with proceeds previously raised from the non-public issuance of preference shares.

6. COMPARISON OF THE ACTUAL USE OF THE PREVIOUSLY RAISED PROCEEDS WITH THE RELEVANT CONTENT DISCLOSED IN THE PERIODIC REPORTS OF THE COMPANY

Upon comparison of the actual use of the previously raised proceeds as of 31 December 2018 as disclosed in this report and the relevant content disclosed in the periodic reports of the Company, there is no difference in the disclosure of the previously raised proceeds.

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

7. CONCLUSION

The Board believes that the Company has applied the previously raised proceeds in accordance with the plan for use of proceeds as disclosed in the prospectus for the non-public issuance of preference shares. The Company has fulfilled its disclosure obligations in relation to the investment and progress of the previously raised proceeds in accordance with the requirements under the Rules Concerning the Report on the Use of Proceeds from Previous Fundraising Activities (Zheng Jian Fa Xing Zi [2007] No. 500) (《關於前次募集資金使用情況報告的規定》(證監發行字[2007]500號)) issued by China Securities Regulatory Commission.

All Directors of the Company undertake that there are no misrepresentations, misleading statements or material omissions in this report and they are jointly and severally liable for the authenticity, accuracy and completeness of this report.

The Board of Directors China Communications Construction Company Limited

29 March 2019

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Unit: RMB’0,000	1,447,789.91 (Note 1)		1,245,860.92	143,279.80	13,093.78	45,555.42	Accumulated investment amount from proceeds as of 31 December 2018	(the “Closing Date”)	Difference	between actual	investment	amount and Estimate delivery	Committed Committed committed date of projects	investment investment Actual investment (or the stage of	amount before amount after investment amount after completion as at	the offering the offering amount the offering the Closing Date)	90,600.00 90,496.76 90,496.76 – September 2016		70,000.00 69,920.24 69,920.24 – September 2016		39,900.00 39,855.00 39,855.00 – June 2017		48,800.00 48,744.00 48,744.00 – December 2016			165,200.00 165,012.00 127,449.00 (37,563.00) January 2017	(Note 3)	76,400.00 76,313.30 76,394.39 81.09 June 2016	(Note 2)	152,000.00 152,000.00 152,000.00 – December 2018
	Total proceeds used in aggregate:	Total proceeds used during the year:	2015:	2016:	2017:	2018:		Total investment amount from proceeds raised					Committed Committed	investment investment Actual	amount before amount after investment	the offering the offering amount	90,600.00 90,496.76 90,496.76		70,000.00 69,920.24 69,920.24		39,900.00 39,855.00 39,855.00		48,800.00 48,744.00 48,744.00			165,200.00 165,012.00 127,449.00		76,400.00 76,313.30 76,394.39		152,000.00 152,000.00 152,000.00
	Total proceeds raised: 1,446,841.74				Total proceeds with change in use: Not applicable	Proportion of total proceeds with change in use: Not applicable		Investment projects								No. Committed investment projects Actual investment projects	1 Dengfeng-Ruzhou section of Jiaozuo-Tongbai Dengfeng-Ruzhou section of Jiaozuo-Tongbai	Expressway in Henan Expressway in Henan	2 Kaifeng-Minquan section of Zhengzhou-Minquan Kaifeng-Minquan section of Zhengzhou-Minquan	Expressway in Henan Expressway in Henan	3 Phase II Extension Project of Ma Village District in Phase II Extension Project of Ma Village District in	Haikou port, Hainan Haikou port, Hainan	4 Phase I Starting Construction Project of Automobile Phase I Starting Construction Project of Automobile	Passenger/Cargo roll-on, roll-off terminal of Passenger/Cargo roll-on, roll-off terminal of	Xinhaigang District in Haikou port, Hainan Xinhaigang District in Haikou port, Hainan	5 Reconstruction project of Nanxun-Wuxing Section of Reconstruction project of Nanxun-Wuxing Section of	National Road 318 in Huzhou National Road 318 in Huzhou	6 Northern Section Project of Provincial Road 270 in Northern Section Project of Provincial Road 270 in	Pizhou Pizhou	7 Lot HD01 of Dunhua-Fusong Section of Dunhua- Lot HD01 of Dunhua-Fusong Section of Dunhua-	Tonghua Expressway in Jilin Tonghua Expressway in Jilin

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Unit: RMB’0,000	1,447,789.91 (Note 1)		1,245,860.92	143,279.80	13,093.78	45,555.42	Accumulated investment amount from proceeds as of 31 December 2018	(the “Closing Date”)	Difference	between actual	investment	amount and Estimate delivery	Committed Committed committed date of projects	investment investment Actual investment (or the stage of	amount before amount after investment amount after completion as at	the offering the offering amount the offering the Closing Date)	58,000.00 57,934.00 57,971.43 37.43 (Note 2) Estimated to be	July 2020	43,500.00 43,450.00 43,450.00 – Estimated to be	December 2019		38,900.00 38,855.85 38,866.67 10.82 (Note 2) Estimated to be	October 2019	29,100.00 29,067.00 29,067.00 – December 2018		28,200.00 28,167.91 28,167.54 (0.37) (Note 4)Estimated to be	June 2019		28,100.00 28,068.00 28,068.00 – Estimated to be	December 2019		27,600.00 27,569.00 27,577.10 8.10 (Note 2) Estimated to be	February 2019	25,400.00 25,371.09 25,350.90 (20.19) (Note 5)Estimated to be	October 2019
	Total proceeds used in aggregate:	Total proceeds used during the year:	2015:	2016:	2017:	2018:		Total investment amount from proceeds raised					Committed Committed	investment investment Actual	amount before amount after investment	the offering the offering amount	58,000.00 57,934.00 57,971.43		43,500.00 43,450.00 43,450.00			38,900.00 38,855.85 38,866.67		29,100.00 29,067.00 29,067.00		28,200.00 28,167.91 28,167.54			28,100.00 28,068.00 28,068.00			27,600.00 27,569.00 27,577.10		25,400.00 25,371.09 25,350.90
	Total proceeds raised: 1,446,841.74				Total proceeds with change in use: Not applicable	Proportion of total proceeds with change in use: Not applicable		Investment projects								No. Committed investment projects Actual investment projects	8 Highway construction project of Xunhua-Longwuxia Highway construction project of Xunhua-Longwuxia	Section of National Road 310 Section of National Road 310	9 Lot CGZQSG-4 of the station project of Leshan-Guiyang Lot CGZQSG-4 of the station project of Leshan-Guiyang	Section of Newly-Constructed Chengdu-Guiyang Section of Newly-Constructed Chengdu-Guiyang	Railway Railway	10 Lot LYZQ-IV of the station project of Newly- Lot LYZQ-IV of the station project of Newly-	Constructed Lianyungang-Yancheng Railway Constructed Lianyungang-Yancheng Railway	11 Lot HSHZQ-8 of the station project of newly constructed Lot HSHZQ-8 of the station project of newly constructed	Huaihua-Shaoyang-Hengyang Railway Huaihua-Shaoyang-Hengyang Railway	12 Lot JSJJSG-6 of the station project of Hebei Section Lot JSJJSG-6 of the station project of Hebei Section	of Newly-Constructed Beijing-Shenyang Passenger of Newly-Constructed Beijing-Shenyang Passenger	Dedicated Railway Dedicated Railway	13 Lot MPZQ-2 of the station works of capacity expansion Lot MPZQ-2 of the station works of capacity expansion	project of Miyi-Panzhihua Section of Chengdu- project of Miyi-Panzhihua Section of Chengdu-	Kunming Railway Kunming Railway	14 Lot S3 of Humen Second Bridge in Guangdong Lot S3 of Humen Second Bridge in Guangdong		15 South breakwater and South bank cofferdam project in South breakwater and South bank cofferdam project in	Hulushan Bay, Changxing Island, Dalian Hulushan Bay, Changxing Island, Dalian

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Unit: RMB’0,000	1,447,789.91 (Note 1)		1,245,860.92	143,279.80	13,093.78	45,555.42	Accumulated investment amount from proceeds as of 31 December 2018	(the “Closing Date”)	Difference	between actual	investment	amount and Estimate delivery	Committed Committed committed date of projects	investment investment Actual investment (or the stage of	amount before amount after investment amount after completion as at	the offering the offering amount the offering the Closing Date)	24,700.00 24,671.97 24,671.97 – September 2018		16,700.00 16,681.08 16,681.08 – Estimated to be	December 2019	13,900.00 13,884.43 13,884.43 – December 2018		13,400.00 13,384.79 13,384.79 – December 2018				13,000.00 12,985.00 12,747.90 (237.10) Estimated to be	(Note 4) December 2019	12,900.00 12,885.00 12,885.00 – Estimated to be	December 2019	11,700.00 11,687.00 11,687.00 – July 2017	10,600.00 10,588.00 10,607.72 19.72 Estimated to be	(Note 2) April 2019
	Total proceeds used in aggregate:	Total proceeds used during the year:	2015:	2016:	2017:	2018:		Total investment amount from proceeds raised					Committed Committed	investment investment Actual	amount before amount after investment	the offering the offering amount	24,700.00 24,671.97 24,671.97		16,700.00 16,681.08 16,681.08		13,900.00 13,884.43 13,884.43		13,400.00 13,384.79 13,384.79				13,000.00 12,985.00 12,747.90		12,900.00 12,885.00 12,885.00		11,700.00 11,687.00 11,687.00	10,600.00 10,588.00 10,607.72
	Total proceeds raised: 1,446,841.74				Total proceeds with change in use: Not applicable	Proportion of total proceeds with change in use: Not applicable		Investment projects								No. Committed investment projects Actual investment projects	16 Shulanghu ore transit terminal project in Zhoushan Port, Shulanghu ore transit terminal project in Zhoushan Port,	Ningbo Ningbo	17 Berth #2-#7 project of Phase II of container terminal Berth #2-#7 project of Phase II of container terminal	project in Gaolan Zone, Zhuhai Port project in Gaolan Zone, Zhuhai Port	18 Lot N9A01-8 of civil construction of Wuzhou-Liuzhou Lot N9A01-8 of civil construction of Wuzhou-Liuzhou	Expressway project in Guangxi Expressway project in Guangxi	19 Lot JMZQ-1 of Xintai Tunnel project of Jiangmen- Lot JMZQ-1 of Xintai Tunnel project of Jiangmen-	Maoming Section and the station project of Yangxi- Maoming Section and the station project of Yangxi-	Mata Section of newly constructed Shenzhen- Mata Section of newly constructed Shenzhen-	Maoming Railway Maoming Railway	20 Lot N9A01-5 of Civil construction of Wuzhou-Liuzhou Lot N9A01-5 of Civil construction of Wuzhou-Liuzhou	Expressway project in Guangxi Expressway project in Guangxi	21 Lot A2 of Dongtinghu Bridge of Dayue Expressway Lot A2 of Dongtinghu Bridge of Dayue Expressway	Project in Hunan Project in Hunan	22 Lot EHSG-3 of newly constructed Ejina- Hami Railway Lot EHSG-3 of newly constructed Ejina- Hami Railway	23 Lot S2 of Humen Second Bridge in Guangdong Lot S2 of Humen Second Bridge in Guangdong

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Unit: RMB’0,000	1,447,789.91 (Note 1)		1,245,860.92	143,279.80	13,093.78	45,555.42	Accumulated investment amount from proceeds as of 31 December 2018	(the “Closing Date”)	Difference	between actual	investment	amount and Estimate delivery	Committed Committed committed date of projects	investment investment Actual investment (or the stage of	amount before amount after investment amount after completion as at	the offering the offering amount the offering the Closing Date)	10,500.00 10,488.08 10,488.08 – December 2018		9,800.00 9,789.00 9,789.00 – December 2016		8,900.00 8,889.94 8,889.94 – December 2018			8,600.00 8,590.00 8,590.00 – December 2018		6,300.00 6,292.94 6,292.94 – January 2016		4,800.00 4,794.62 4,794.62 December 2016	362,500.00 359,342.00 399,017.42 39,675.42	1,450,000.00 1,445,778.00 1,447,789.92 2,011.92
	Total proceeds used in aggregate:	Total proceeds used during the year:	2015:	2016:	2017:	2018:		Total investment amount from proceeds raised					Committed Committed	investment investment Actual	amount before amount after investment	the offering the offering amount	10,500.00 10,488.08 10,488.08		9,800.00 9,789.00 9,789.00		8,900.00 8,889.94 8,889.94			8,600.00 8,590.00 8,590.00		6,300.00 6,292.94 6,292.94		4,800.00 4,794.62 4,794.62	362,500.00 359,342.00 399,017.42	1,450,000.00 1,445,778.00 1,447,789.92
	Total proceeds raised: 1,446,841.74				Total proceeds with change in use: Not applicable	Proportion of total proceeds with change in use: Not applicable		Investment projects								No. Committed investment projects Actual investment projects	24 Lot DZL-SG2 of east breakwater project with vertical Lot DZL-SG2 of east breakwater project with vertical	structure in Gangxuwei zone, Lianyungang Port structure in Gangxuwei zone, Lianyungang Port	25 Specialized wharf project of Chemical Industry Park in Specialized wharf project of Chemical Industry Park in	Hexi Operating Area, Nanchong Port Hexi Operating Area, Nanchong Port	26 Embankment, roads and yards project for berth #5 and #6 Embankment, roads and yards project for berth #5 and #6	of container terminal project of western operating area of container terminal project of western operating area	in Yantian Zone, Shenzhen Port in Yantian Zone, Shenzhen Port	27 Lot No. 3 of Civil construction of Sangzhi-Zhangjiajie Lot No. 3 of Civil construction of Sangzhi-Zhangjiajie	Expressway project in Hunan Expressway project in Hunan	28 Lot TJ10 of Hexi-Liuhedu Section of Daozhen-Xinzhai Lot TJ10 of Hexi-Liuhedu Section of Daozhen-Xinzhai	Expressway project in Guizhou Expressway project in Guizhou	29 Jinhui Building in Beijing Jinhui Building in Beijing	30 Supplementing the general working capital Supplementing the general working capital	Total

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Note 1: The difference between the “Total” item and the aggregate amount of each item is attributable to the presentation in RMB10,000.	Note 2: The difference between actual proceeds invested and amount to be invested comes from interests generated from the accounts for previously raised proceeds.	Note 3: As at 31 December 2018, the project has been ready for its intended use. The owner has cancelled a part of work in greening and environmental protection, and	such act results in a surplus, a part of which has been utilised to directly supplement the general working capital.	Note 4: As at 31 December 2018, the project has been ready for its intended use. The remaining proceeds will be used for the subsequent payment of the outstanding	balance of the projects, such as the construction and installation of the project and acquisition of equipment in accordance with payment arrangement.	Note 5: As at 31 December 2018, the project has been basically ready for its intended use, and a part of the remaining balance has been utilised to supplement the	general working capital for the year.	Schedule 2: Comparison of the projects invested with previously raised proceeds – Non-public issuance of preference shares	Unit: RMB’0,000	The cumulative	utilization rate Accumulated	of investment benefits as of Whether the	Actual investment projects projects as of the Committed Actual benefits for the last three years(Note 1) the Closing estimate benefits	Closing Date benefits Date are achieved No. Project name 2016 2017 2018	1 Dengfeng-Ruzhou section of Jiaozuo-Tongbai Expressway in Henan Not applicable Uncommitted – 10,995.22 4,049.05 15,044.27 Not applicable	2 Kaifeng-Minquan section of Zhengzhou-Minquan Expressway in Henan Not applicable Uncommitted – 122.06 – 122.06 Not applicable	3 Phase II Extension Project of Ma Village District in Haikou port, Not applicable Uncommitted 1,200.55 92.54 – 1,293.09 Not applicable	Hainan	4 Phase I Starting Construction Project of Automobile Passenger/Cargo Not applicable Uncommitted 2,635.10 2,470.94 – 5,106.04 Not applicable	roll-on, roll-off terminal of Xinhaigang District in Haikou port,	Hainan	5 Reconstruction project of Nanxun-Wuxing Section of National Road Not applicable Uncommitted 3,048.87 3,249.47 2,413.51 14,489.07 Not applicable	318 in Huzhou	6 Northern Section Project of Provincial Road 270 in Pizhou Not applicable Uncommitted 3,027.51 3,014.17 1,463.19 7,504.87 Not applicable	7 Lot HD01 of Dunhua-Fusong Section of Dunhua-Tonghua Expressway Not applicable Not applicable 194,374.80 4,068.37 2,635.32 568,059.49 Not applicable	in Jilin

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

	Accumulated	benefits as of Whether the	the Closing estimate benefits	Date are achieved	368,706.67 Not applicable		174,085.45 Not applicable		39,577.59 Not applicable		197,204.62 Not applicable		124,320.67 Not applicable		171,469.20 Not applicable		124,898.26 Not applicable	58,216.80 Not applicable		36,634.19 Not applicable	57,073.38 Not applicable		76,648.93 Not applicable		40,953.32 Not applicable			70,464.38 Not applicable		53,454.56 Not applicable	43,478.38 Not applicable	50,761.72 Not applicable	38,789.60 Not applicable
			Actual benefits for the last three years(Note 1)	2016 2017 2018	114,062.15 114,156.49 21,966.43		149,828.59 16,903.67 4,890.66		16,215.25 12,216.63 7,792.14		97,547.08 35,240.19 15,893.35		69,869.52 24,206.54 2,660.31		44,189.03 29,372.06 34,367.21		31,257.35 42,006.59 50,672.28	5,575.63 19,994.21 8,853.36		30,163.45 4,889.60 101.31	31,258.44 4,603.48 20,092.04		45,571.56 9,229.68 (728.6)	(Note 3)	17,254.89 20,321.18 3,085.47			36,514.77 10,217.44 3,737.17		14,488.15 10,869.59 3,819.82	6,989.64 552.74 –	10,315.52 8,729.51 9,318.69	2,473.05 – 2,291.80
			Committed	benefits	Not applicable		Not applicable		Not applicable		Not applicable		Not applicable		Not applicable		Not applicable	Not applicable		Not applicable	Not applicable		Not applicable		Not applicable			Not applicable		Not applicable	Not applicable	Not applicable	Not applicable
The cumulative	utilization rate	of investment	projects as of the	Closing Date	Not applicable		Not applicable		Not applicable		Not applicable		Not applicable		Not applicable		Not applicable	Not applicable		Not applicable	Not applicable		Not applicable		Not applicable			Not applicable		Not applicable	Not applicable	Not applicable	Not applicable
			Actual investment projects	Project name	Highway construction project of Xunhua- Longwuxia Section of	National Road 310	Lot CGZQSG-4 of the station project of Leshan-Guiyang Section of	Newly-Constructed Chengdu-Guiyang Railway	Lot LYZQ-IV of the station project of Newly-Constructed Lianyungang-	Yancheng Railway	Lot HSHZQ-8 of the station project of newly constructed Huaihua-	Shaoyang-Hengyang Railway	Lot JSJJSG-6 of the station project of Hebei Section of Newly-	Constructed Beijing-Shenyang Passenger Dedicated Railway	Lot MPZQ-2 of the station works of capacity expansion project of Miyi-	Panzhihua Section of Chengdu-Kunming Railway	Lot S3 of Humen Second Bridge in Guangdong	South breakwater and South bank cofferdam project in Hulushan Bay,	Changxing Island, Dalian	Shulanghu ore transit terminal project in Zhoushan Port, Ningbo	Berth #2-#7 project of Phase II of container terminal project in Gaolan	Zone, Zhuhai Port	Lot N9A01-8 of civil construction of Wuzhou-Liuzhou Expressway	project in Guangxi	Lot JMZQ-1 of Xintai Tunnel project of Jiangmen-Maoming Section	and the station project of Yangxi-Mata Section of newly constructed	Shenzhen-Maoming Railway	Lot N9A01-5 of Civil construction of Wuzhou-Liuzhou Expressway	project in Guangxi	Lot A2 of Dongtinghu Bridge of Dayue Expressway Project in Hunan	Lot EHSG-3 of newly constructed Ejina-Hami Railway	Lot S2 of Humen Second Bridge in Guangdong	Lot DZL-SG2 of east breakwater project with vertical structure in	Gangxuwei zone, Lianyungang Port
				No.	8		9		10		11		12		13		14	15		16	17		18		19			20		21	22	23	24

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REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX I

The cumulative	utilization rate Accumulated	of investment benefits as of Whether the	Actual investment projects projects as of the Committed Actual benefits for the last three years(Note 1) the Closing estimate benefits	Closing Date benefits Date are achieved No. Project name 2016 2017 2018	25 Specialized wharf project of Chemical Industry Park in Hexi Operating Not applicable Not applicable – – – 1,627.75 Not applicable	Area, Nanchong Port	26 Embankment, roads and yards project for berth #5 and #6 of container Not applicable Not applicable 4,805.01 8,188.39 (533.22) 12,962.60 Not applicable	terminal project of western operating area in Yantian Zone, Shenzhen (Note 3)	Port	27 Lot No. 3 of Civil construction of Sangzhi-Zhangjiajie Expressway Not applicable Not applicable 15,661.09 21,108.89 6,151.75 60,769.73 Not applicable	project in Hunan	28 Lot TJ10 of Hexi-Liuhedu Section of Daozhen-Xinzhai Expressway Not applicable Not applicable 3,320.48 320.41 – 31,268.09 Not applicable	project in Guizhou	29 Jinhui Building in Beijing Not applicable Not applicable 9,816.47 – – 24,772.48 Not applicable	30 Supplementing the general working capital Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Note 2	Total 961,463.95 417,140.06 204,993.04 2,469,757.26			Note 1: Project 1 to project 6 are BT (“Build–Transfer”) projects, where the actual benefits for the last three years are interest income from investment; project 7 to	project 29 are projects with construction contracts, where the actual benefits for the last three years are income from construction projects.	Note 2: The benefits of supplementing the general working capital cannot be calculated on an individual basis. The proceeds can improve the financial structure and	risk resistance of the Company so as to support further business growth and consolidate the market position of the Company.	Note 3: These projects have been basically ready for their intended uses as at and before 31 December 2018. The final acceptance and recognition of owners leads to	adjusted benefits as at the end of 2018.

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APPENDIX I REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

Schedule 3: Investment in advance to the projects to be invested with the proceeds from the issuance of preference shares by self-raised funds

Unit: RMB’0,000

		Amount of
		investment in
		advance with	Amount for
No.	Project name	self-raised funds	replacement
(I)	Infrastructure investments
	1 D engfeng-Ruzhou section of Jiaozuo-Tongbai	90,600.00	90,600.00
	Expressway in Henan
	2 K aifeng-Minquan section of Zhengzhou-Minquan	70,000.00	70,000.00
	Expressway in Henan
	3 P hase II Extension Project of Ma Village District in	13,184.10	13,184.10
	Haikou port, Hainan
	4 P hase I Starting Construction Project of Automobile	42,304.90	42,304.90
	Passenger/Cargo roll-on, roll-off terminal of
	Xinhaigang District in Haikou port, Hainan
	5 R econstruction project of Nanxun-Wuxing Section of	54,800.70	54,800.70
	National Road 318 in Huzhou
	6 N orthern Section Project of Provincial Road 270 in	18,377.00	18,377.00
	Pizhou
(II)	Supplementing the working capital for significant
	engineering contracting projects
	1 L ot HD01 of Dunhua-Fusong Section of Dunhua-	152,000.00	152,000.00
	Tonghua Expressway in Jilin
	2 H ighway construction project of Xunhua-Longwuxia	24,100.00	24,100.00
	Section of National Road 310
	3 L ot CGZQSG-4 of the station project of Leshan-	43,500.00	43,500.00
	Guiyang Section of Newly-Constructed Chengdu-
	Guiyang Railway
	4 L ot LYZQ-IV of the station project of Newly-	29,294.10	29,294.10
	Constructed Lianyungang-Yancheng Railway
	5 L ot HSHZQ-8 of the station project of newly constructed	29,100.00	29,100.00
	Huaihua-Shaoyang-Hengyang Railway

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REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX I

		Amount of
		investment in
		advance with	Amount for
No.	Project name	self-raised funds	replacement
	6 L ot JSJJSG-6 of the station project of Hebei Section	25,138.20	25,138.20
	of Newly-Constructed Beijing-Shenyang Passenger
	Dedicated Railway
	7 L ot MPZQ-2 of the station works of capacity expansion	28,100.00	28,100.00
	project of Miyi-Panzhihua Section of Chengdu-
	Kunming Railway
	8 Lot S3 of Humen Second Bridge in Guangdong	23,477.10	23,477.10
	9 S outh breakwater and South bank cofferdam project in	17,190.00	17,190.00
	Hulushan Bay, Changxing Island, Dalian
	10 S hulanghu ore transit terminal project in Zhoushan Port,	24,700.00	24,700.00
	Ningbo
	11 B erth #2-#7 project of Phase II of container terminal	16,700.00	16,700.00
	project in Gaolan Zone, Zhuhai Port
	12 L ot N2A01-8 of civil construction of Wuzhou-Liuzhou	12,893.90	12,893.90
	Expressway project in Guangxi
	13 L ot JMZQ-1 of Xintai Tunnel project of Jiangmen-	13,400.00	13,400.00
	Maoming Section and the station project of Yangxi-
	Mata Section of newly constructed Shenzhen-Maoming
	Railway
	14 L ot NgAoi-5 of Civil construction of Wuzhou-Liuzhou	12,747.90	12,747.90
	Expressway project in Guangxi
	15 L ot A2 of Dongtinghu Bridge of Dayue Expressway	12,900.00	12,900.00
	Project in Hunan
	16 Lot EHSG-3 of newly constructed Ejina-Hami Railway	11,700.00	11,700.00
	17 Lot S2 of Humen Second Bridge in Guangdong	8,058.50	8,058.50
	18 L ot DZL-SG2 of east breakwater project with vertical	10,500.00	10,500.00
	structure in Gangxuwei zone, Lianyungang Port
	19 S pecialized wharf project of Chemical Industry Park in	9,800.00	9,800.00
	Hexi Operating Area, Nanchong Port
	20 E mbankment, roads and yards project for berth #5 and #6	8,900.00	8,900.00
	of container terminal project of western operating area
	in Yantian Zone, Shenzhen Port

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REPORT ON THE USE OF THE PREVIOUSLY RAISED PROCEEDS

APPENDIX I

No. Project name 21 L ot No.3 of Civil construction of Sangzhi-Zhangjiajie Expressway project in Hunan 22 L ot TJ10 of Hexi-Liuhedu Section of Daozhen-Xinzhai Expressway project in Guizhou 23 Jinhui Building in Beijing (III) Supplementing the general working capital Total	Amount of investment in advance with self-raised funds 8,600.00 6,300.00 4,800.00 823,166.40	Amount for replacement 8,600.00 6,300.00 4,800.00 823,166.40

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> picture [50 x 52] intentionally omitted <==

中國交通建設股份有限公司 CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1800)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 annual general meeting (the “ AGM ”) of China Communications Construction Company Limited (the “ Company ”) will be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Tuesday, 18 June 2019 to consider and, if thought fit, to pass the following resolutions:

As Ordinary Resolutions

1. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2018;

2. To consider and approve the distribution plan of profit and final dividend of the Company for the year of 2018;

3. To consider and approve the re-appointment of Ernst & Young as the Company’s international auditor and Ernst & Young Hua Ming LLP as the Company’s domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the board of directors of the Company (the “ Board ”) to determine their respective remuneration;

4. To consider and approve the report of the Board for the year of 2018;

5. To consider and approve the report of the supervisory committee of the Company for the year of 2018;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

As Special Resolutions

1. To consider and approve the report on the use of the previously raised proceeds;

2. To consider and approve the proposed issue of medium and long-term bonds by the Company: (i) that the aggregate principal amount of the securities shall not exceed RMB20,000 million; and (ii) that Mr. Liu Qitao and/or Mr. Song Hailiang and/or Mr. Peng Bihong be authorised to deal with all relevant matters relating to the issue of medium and long-term bonds; and

3. To consider and approve the following as a special resolution:

“ THAT

• a. The Board be and is hereby authorised unconditional general mandate during the Relevant Period (as defined below), either separately or concurrently, to allot, issue and/or deal with new A shares and/or H shares and/or preference shares (including but not limited to preference shares issued in the PRC) and to make, grant or enter into offers, agreements and/ or options in respect thereof, subject to the following conditions:

• (1) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into or grant offers, agreements or options for issuance which might require the exercise of such powers after the end of the Relevant Period;

• (2) the number of (a) A shares and/or H shares; and/or (b) preference shares (based on the equivalent number of A shares and/or H shares after the voting right is restored at the initial simulated conversion price) to be separately or concurrently allotted, issued and/or dealt with by the Board, shall not exceed 20% of each of the existing A shares and/or H shares of the Company in issue as at the date of the passing of this resolution; and

• (3) the Board will only exercise its power under such mandate in accordance with the Company Law, Hong Kong Listing Rules and Shanghai Listing Rules and only if necessary approvals from relevant supervision authorities are obtained.

• b. The Board be and is hereby authorised to make such amendments to the Articles of Association when it thinks appropriate to increase the registered share capital and reflect the new capital structure of the Company upon the completion of such allotment, issuance of and dealing with proposed shares; and to take any necessary actions and to go through any necessary procedures (including but not limited to obtaining approvals from relevant regulatory authorities and completing registration processes with relevant industrial and commercial administration) in order to give effect to the issuance of shares under this resolution.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• c. Contingent on the Board resolving to allot, issue and deal with Shares pursuant to this resolution, the Board be and is hereby authorised to approve, execute and deal with or procure to be executed and dealt with, all such documents, deeds and things as it may consider necessary in connection with the issuance of, allotment of and dealing with such shares including, but not limited to, determining the size of the issue, the issue price or coupon rate of the issue, the use of proceeds from the issue, the target of the issue, the place and time of the issue, issuance arrangement in installments, making all necessary applications to relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with relevant regulatory authorities in the PRC and Hong Kong.

• d. For the purpose of enhancing efficiency in the decision making process and ensuring the success of issuance, it is proposed to the AGM to approve that the Board delegates such authorisation to the working group, comprising Mr. Liu Qitao (executive Director and chairman of the Company), and/or Mr. Song Hailiang (executive Director and president of the Company), and/or Mr. Peng Bihong (chief financial officer of the Company), to take charge of all matters related to the issue of shares.

• e. For the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until the earlier of:

• (1) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (2) the expiration of the 12-month period following the passing of this resolution; or

• (3) the date on which the authority set out in this resolution is revoked or amended by a special resolution of the shareholders in a general meeting of the Company.”

By order of the Board China Communications Construction Company Limited Zhou Changjiang

Company Secretary

Beijing, the PRC 30 April 2019

As at the date of this notice, the Directors are LIU Qitao, SONG Hailiang, CHEN Yun, LIU Maoxun, QI Xiaofei, HUANG Long#, ZHENG Changhong# and NGAI Wai Fung#.

• Independent non-executive Director

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Notes:

1. CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE AGM

For purpose of ascertaining shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 20 May 2019 to Tuesday, 18 June 2019 (both days inclusive), during which time no share transfers will be registered. Instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 17 May 2019. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Tuesday, 18 June 2019 are entitled to attend the AGM.

2. NOTICE OF ATTENDANCE

Holders of H shares who intend to attend the AGM should complete and lodge the accompanying reply slip and return it to the Company’s H share registrar on or before Tuesday, 28 May 2019. The reply slip may be delivered by hand, by post or by fax to the Company’s H share registrar. Completion and return of the reply slip will not affect the right of a shareholder to attend the AGM. However, the failure to return the reply slip may result in an adjournment of the AGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the AGM by the reply slip does not reach more than half of the total number of shares of the Company carrying the right to vote at the AGM.

3.

PROXY

Every shareholder who has the right to attend and vote at the AGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the AGM.

A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the holding of the AGM (i.e. before 2:00 p.m. on Monday, 17 June 2019). If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H share registrar. Return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM if he so wishes.

If more than one proxy is appointed, such proxies shall only be entitled to vote by poll.

Shareholders or their proxies are required to produce their identification documents when attending the AGM.

4. OTHERS

The AGM is expected to last for around one hour. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

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