China Communications Construction Company Limited — Proxy Solicitation & Information Statement 2011

Mar 9, 2011

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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)

Revised Form of Proxy for the Second Extraordinary General Meeting 2011

Number of shares to which this form of proxy relates [(Note 1)]

I/We [(Note 2)]

of

being the registered holder(s) of [(Note 3)]

H shares in the share capital of China Communications Construction Company Limited (the Company ) HEREBY APPOINT the Chairman of the meeting or [(Note 4)]

of

as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting of the Company to be held at Conference Room 1911, 19th Floor, CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China on 25 March 2011 at 9:00 a.m. Beijing (or at any adjournment thereof) (the Meeting ) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting (the Resolutions ); and (b) at the Meeting to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
1.	To consider and approve the proposed A Share Issue
	1.1 Type of securities
	1.2 Nominal value
	1.3 Place of listing
	1.4 Target subscribers
	1.5 Basis for determining the price
	1.6 Number of A Shares to be issued
	1.7 Use of proceeds
	1.8 Retained profits
	1.9 Validity period of this resolution
2.	That conditional upon the obtaining of approvals from the CSRC and other relevant regulatory authorities, the approval from the shareholders of CRBC and the passing of the special resolution 1,the Merger Arrangement be and is herebyapproved
3.	That conditional upon the passing of the above special resolution 2, the Merger Agreement entered into between the Company and CRBC in relation to the Merger Arrangement which incorporates all the principal terms and conditions of the Merger Arrangement in all material aspects be and is herebyapproved
4.	That conditional upon the passing the above special resolution 3, the guarantee to be provided by the Company for all debts owned by CRBC prior to the completion date of the Merger Arrangement, which will be assumed by the Company’s wholly-owned subsidiaries to be designated by the Company and the amount of which shall not exceed RMB9,500,000,000, be and hereby approved

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
5.	That the proposed amendments to the Articles of the Company and the Rules of Procedures be and are hereby approved: (1) the proposed amendments to the Articles of the Company as set out in the Appendix III of the circular be and are hereby approved and shall come into effect immediately upon the obtaining of approvals from relevant regulatory authorities; (2) subject to the passing of the above special resolution 1, the obtaining of approvals from relevant regulatory authorities and conditional upon the completion of the A Share Issue, the proposed amendments to the Articles of the Company as set out in the Appendix IV be and are hereby approved and shall come into effect upon listing of the A Shares of the Company on the Shanghai Stock Exchange; (3) the proposed amendments to the rules and procedures for shareholders’ general meeting as set out in Appendix V of the circular be and are hereby approved and adopted as a schedule to the Articles and shall come into effect when the amendments to the Articles as set out in the Appendix III of the circular become effective; (4) the proposed amendments to the rules and procedures for the meetings of the Board as set out in Appendix VI of the circular be and are hereby approved and adopted as a schedule to the Articles and shall come into effect when the amendments to the Articles as set out in the Appendix III of the circular become effective; and (5) the proposed amendments to the rules and procedures for supervisory committee of the Company as set out in Appendix VII of the circular be and are hereby approved and adopted as a schedule to the Articles and shall come into effect when the amendments to the Articles as set out in the Appendix III of the circular become effective.
6.	That the Board be and is authorized to handle all matters relating to implementation of the A Share Issue and the Merger Arrangement, including but not limited to: (1) authorise the Board to draft, amend and make appropriate adjustment to the concrete plan for the A Share Issue and the Merger Arrangement in accordance with the approvals obtained from the Shareholders at the EGM and separate Class Meetings, feedback from the relevant onshore and offshore regulatory authorities and the actual circumstances of the Company, which including but not limited to, the final offering size, design and implementation of the plan of over- allotment option within the designated scope, the offering time, offering price, types of target subscribers, offering proportions to each type of investors and other matters in relation to the A Share Issue and Merger Agreement; (2) authorise the Board to amend and make appropriate adjustment to the use of proceeds (including the projects, the order of the investment of the projects, the form of the investment, the amount of the proceeds to be used for the projects and other related matters) in accordance with the feedback from the relevant onshore and offshore regulatory authorities, and the actual circumstances, such as the final proceeds raised and the development progress of the projects; (3) authorise the Board determine the relevant matters in relation to the Merger Arrangement in accordance with the approvals obtained from the Shareholders at the EGM and separate class meetings, including but not limited to, the purchase price for the Shares held by Dissenting Shareholders, detailed implementing plans and other matters;

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)
	(4) authorise the Board to draft, amend, make appropriate adjustment, execute and announce any amendments to the Articles, to handle all registration and filing procedures in relation to the amendments to the Articles in accordance with the approvals obtained from the Shareholders at the EGM and separate Class Meetings, feedback from the relevant onshore and offshore regulatory authorities and the actual circumstances of the A Share Issue and Merger Arrangement; (5) authorise the Board to handle the registration, filing, alteration, approval and consent procedures in relation to the A Share Issue and the Merger Agreement with onshore and offshore regulatory departments and authorities; to handle the registration procedures of transfer and hand over of assets, debts, business, personnel and other transfer of rights and assumption of obligations in relation to the Merger Arrangement; (6) authorise the Board to carry out the implementation and execution of the Merger Arrangements; (7) authorise the Board to appoint the professional parties in relation to the A Share Issue and Merger Agreement; (8) authorise the Board to deal with the registration of the A Shares at the securities depository and clearing institutions and the listing and trading related matters of the A Shares; (9) authorise the Board and one or more of its authorised executive Directors to sign and execute relevant documents, agreements and supplemental agreements in relation to the A Share Issue and Merger Arrangement; and to amend and make appropriate adjustment to the relevant documents in accordance with the feedback from the relevant onshore and offshore regulatory authorities; and (10) authorise the Board to handle other concrete matters in relation to the A Share Issue and the Merger Arrangements.

• ORDINARY RESOLUTIONS FOR [(Note 5)] AGAINST [(Note 5)] ABSTAIN [(Note 5)]

• 1. That conditional upon the completion of the A Share Issue, the listing of the Company’s A Shares and the Merger Arrangement, the transfer of 10% of the A Shares issued by way of public offering from CCCG to NSSF be and is hereby approved
• 1. That the profit distribution plan for the year of 2010 and the distribution plan for the remaining retained profits be and is hereby approved
• 1. That conditional upon the completion of the A Share Issue and the Merger Arrangement, the feasibility study report on the use of proceeds from the A Share Issue be and is hereby approved
• 1. That the Rules for Management of Connected Transaction Under A Shares and Work Manual for Independent Directors be and is hereby approved

Dated this day of

Signature [(Note 6)]

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

3. Please insert the total number of shares registered in your name(s).

4. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the Chairman of the Meeting) are named as proxies and the words “the Chairman of the meeting or” are not deleted, those words and references shall be deemed to have been deleted. If you appoint more than one proxy, the voting rights may only be exercised by way of poll.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN” . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice of the Meeting. A tick in the relevant box indicates that the votes attached to all the shares that this form relates will be cast accordingly.

6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.

7. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H shares, must be delivered to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time for holding the Meeting.

8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

10. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).