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

Mar 9, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 form of proxy and the 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 takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [73 x 76] 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)

(1) PROPOSED A SHARE ISSUE AND THE MERGER AGREEMENT (2) PROFIT DISTRIBUTION PLAN FOR YEAR 2010

(3) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

(4) PROPOSED AMENDMENTS TO RULES OF PROCEDURES

A supplemental notice of the EGM, which will be held as originally scheduled at Conference Room 1911, 19th Floor, CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Friday, 25 March 2011 is set out in the Appendix I to this circular.

Revised Proxy Form for EGM is enclosed with this supplemental notice. The Original Proxy Form for EGM dispatched together with the EGM Notice is superseded by Revised Proxy Form for EGM. Whether or not you intend to attend the EGM and/or (if applicable) Foreign Shareholders Class Meeting, you are requested to complete and return the enclosed Revised Proxy Form for EGM and the Proxy Form for Foreign Shareholders Class Meeting in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM, Foreign Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the Original Proxy Forms and/or the Revised Proxy Form for EGM will not preclude you from attending the EGM and/or (if applicable) Foreign Shareholders Class Meeting and voting in person if you so wish.

10 March 2011

CONTENT

		Page
DEFINITIONS 1
LETTER FROM THE BOARD
1	INTRODUCTION	6
2	THE PROPOSED A SHARE ISSUE AND THE MERGER AGREEMENT	7
3	TRANSFER OF A SHARES HELD BY CCCG TO NSSF	22
4	PROFIT DISTRIBUTION PLAN FOR THE YEAR OF
	2010 AND DISTRIBUTION PLAN OF RETAINED PROFITS 22
5	FEASIBILITY STUDY REPORT ON THE USE OF PROCEEDS
	FROM A SHARE ISSUE	23
6	PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION 24
7	PROPOSED AMENDMENTS TO RULES OF PROCEDURES 24
8	RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION
	UNDER THE A SHARES AND WORK MANUAL
	FOR INDEPENDENT DIRECTORS	25
9	CLASS MEETINGS AND THE EGM 25
10	REVISED PROXY FORM FOR THE EGM 26
11	RECOMMENDATION	27
APPENDIX I – SUPPLEMENTAL NOTICE OF EGM		28
APPENDIX II – PROFIT FORECASTS		32
APPENDIX III – PARTICULARS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION COMING INTO EFFECT
	AFTER THE EGM 40
APPENDIX IV – PARTICULARS OF THE PROPOSED AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION AFTER ISSUE AND
	LISTING OF A SHARES	93

• i -

CONTENT

APPENDIX	V	–	PARTICULARS OF THE PROPOSED AMENDMENTS TO
			THE RULES OF PROCEDURES FOR SHAREHOLDERS’
			GENERAL MEETING	96
APPENDIX	VI	–	PARTICULARS OF THE PROPOSED AMENDMENTS TO
			THE RULES OF PROCEDURES FOR THE MEETING OF
			THE BOARD OF DIRECTORS 105
APPENDIX	VII	–	PARTICULARS OF THE PROPOSED AMENDMENTS TO
			THE RULES OF PROCEDURE OF THE SUPERVISORY
			COMMITTEE 116
APPENDIX	VIII	–	PARTICULARS OF RULES FOR THE MANAGEMENT OF
			CONNECTED TRANSACTION UNDER THE A SHARES	121
APPENDIX	IX	–	PARTICULARS OF WORK MANUAL FOR
			INDEPENDENT DIRECTORS	134

• ii -

DEFINITIONS

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

• “A Share Issue”

• the issue of not more than 3,500,000,000 A Shares by the Company to be listed on the Shanghai Stock Exchange

• “A Shares” the ordinary shares subscribed for in RMB, which are proposed to be issued by the Company pursuant to the A Share Issue

• “Articles” the articles of association of the Company, as amended from time to time

• “Articles Applicable after the articles of association of the Company, as amended at the the EGM” EGM to be held on 25 March 2011, and is applicable upon the obtaining of approvals from relevant regulatory authorities and before the listing of the A Shares of the Company

• “Assenting Shareholders” Shareholders who have participated in the EGM and/or separate Class Meetings and voted for the Merger Agreement

• “Average Trading Price” being the total turnover divided by the total transacted number

• “Board” the board of Directors of the Company

• “CASBE” China Accounting Standards for Business Enterprises and the related implementation guidance notes

• “Cash Alternative” the cash alternative under the Merger Agreement to the CRBC Target Shareholders which is set at a rate of RMB12.31 per CRBC Share, subject to certain conditions

• “Cash Alternative Providers” the providers of the Cash Alternative, being the Joint Lead Underwriters

• “CCCG” China Communications Construction Group (Limited), the controlling shareholder of the Company, which holds 70.13% of the issued share capital of the Company as at the date of the Latest Practicable Date

• “CCFHCC” 中交第一公路勘察設計研究院有限公司 (CCCC First Highway Consultants Co., Ltd*), a wholly owned subsidiary of the Company, which holds 0.14% of the equity interest in CRBC as at the date of the Latest Practicable Date

• 1 -

DEFINITIONS

“CCHCC”	中交公路規划設計院有限公司(CCCC Highway Consultants
	Co., Ltd*), a wholly owned subsidiary of the Company which
	holds 0.04% of the equity interest in CRBC as at the date of
	the Latest Practicable Date
“CCSHCC”	中交第二公路勘察設計研究院有限公司(CCCC Second Highway
	Consultants Co., Ltd*), a wholly owned subsidiary of the
	Company, which holds 0.12% of the equity interest in CRBC
	as at the date of the Latest Practicable Date
“CHECG”	中國公路工程諮詢集團有限公司(China Highway Engineering
	Consulting Group Company Ltd.*)，a wholly owned subsidiary
	of the Company, which holds 0.04% of the equity interest in
	CRBC as at the date of the Latest Practicable Date
“Class Meetings”	The class meetings of the Domestic Shareholders and H
	shareholders
“Company”	中國交通建設股份有限公司(China Communications Construction
	Company Limited) (Stock Code: 1800), a joint stock company
	established under the laws of the PRC with limited liability on
	8 October 2006, the H Shares of which are listed on the Main
	Board of the Hong Kong Stock Exchange
“CRBC”	路橋集團國際建設股份有限公司(Road & Bridge International
	Co., Ltd.*), a joint stock company established under the laws
	of the PRC with limited liability, the securities of which are
	listed on the Shanghai Stock Exchange (Stock Code: 600263)
	since 25 July 2000
“CRBC Board”	the board of directors of CRBC
“CRBC Shares”	ordinary shares in the capital of CRBC with a nominal value of
	RMB1.00 each which are listed on the Shanghai Stock Exchange
	and traded in RMB
“CRBC Target Shareholders”	the shareholders of CRBC, other than the Group Shareholders
	of CRBC

• “CSDCC” China Securities Depository and Clearing Corporation Limited

• “CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company

• 2 -

DEFINITIONS

• “Dissenting Shareholders”

• Shareholders who have participated in the EGM and/or separate Class Meetings and voted against the Merger Agreement

• “Domestic Shareholders” holders of Domestic Shares

• “Domestic Shares” Ordinary share(s) of nominal value of RMB1.00 each in the share capital of the Company which are subscribed for or credited as fully paid in RMB by PRC citizens and/or PRC incorporated entities

• “EGM” the extraordinary general meeting of the Company to be held on 25 March 2011 to approve, inter alia, the proposed A Share Issue and the Merger Agreement

• “Exchange Ratio” the ratio at which a number of A Shares of the Company will be exchanged for one CRBC Shares under the Merger Agreement

• “Foreign Shareholders” means the holders of Foreign Shares

• “Foreign Shareholders the class meeting for Foreign Shareholders to be held on Class Meeting” 25 March 2011 to approve, inter alia, the proposed A Share Issue, the Merger Arrangement and Merger Agreement

• “Foreign Shares” means the ordinary shares of RMB1.00 each issued by the Company, which are subscribed for in foreign currency

• “Group” the Company and its subsidiaries

• “Group Shareholders of CRBC” the Company, CCFHCC, CCSHCC，CCHCC and CHECG

• “H Shareholders” holders of H Shares

• “H Shares” Overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange

• “HK Profit Forecast” The forecast of the consolidated profit attributable to equity holders of the Company for the year ending 31 December 2011 under IFRS

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “IFRS” International Financial Reporting Standards

• 3 -

DEFINITIONS

• “Joint Lead Underwriters”

the joint lead underwriters of the Company in relation to the A Share Issue, being BOC International (China) Limited, Guotai Junan Securities Co., Ltd. and Citic Securities Co., Ltd.

• “Joint Sponsors”

the sponsors of the Company in relation to the A Share Issue, being BOC International (China) Limited and Guotai Junan Securities Co., Ltd.

• “Last Dealing Date”

• 13 August 2010, being the last day prior to the suspension of trading of shares of CRBC on the Shanghai Stock Exchange pending the release of announcement by CRBC in relation to the details of the Merger Agreement

• “Latest Practicable Date”

• 7 March 2011, the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Merger Agreement” the agreement entered into between the Company and CRBC in relation to the merger of CRBC with the Company and other ancillary matters

• “Merger Arrangement” the arrangement related to the merger of CRBC with the Company and other ancillary matters

• “NSSF” 全國社會保障基金理事會 (National Council for Social Security Fund of the PRC)

• “Original Proxy Form for EGM” the form of proxy dispatched together with the EGM Notice dated 28 January 2011, which is superseded by Revised Proxy Form for EGM enclosed with this circular

• “Original Proxy Forms” the forms of proxy dispatched together with the EGM Notice and the Notice of Foreign Shareholders Class Meetings dated 28 January 2011

• “PRC”

the People’s Republic of China (excluding, for the purpose of this circular, the Hong Kong Special Administrative Region of the People’s Republic of China, the Macao Special Administrative Region of the People’s Republic of China and Taiwan)

• 4 -

DEFINITIONS

“PRC Profit Forecast”	The profit forecast of the Group for the year ending 31 December
	2011 prepared by the Directors under CASBE
“Proxy Form for Foreign	the form of proxy dispatched together with the Notice of Foreign
Shareholders Class Meeting”	Shareholders Class Meeting dated 28 January 2011
“Revised Proxy Form for EGM”	the revised form of proxy for EGM enclosed with this circular,
	which supersedes the Original Proxy Form for EGM
“Rules of Procedures”	means the following rules of procedures of the Company, which
	form part of the Articles: (i) the Rules of Procedures for meetings
	of the Shareholders; (ii) the Rules of Procedures for meetings
	of the Board; and (iii) the Rules of Procedures for meetings of
	the Supervisors
“SASAC”	the PRC State-owned Assets Supervision and Administration
	Commission of the State Council
“Share(s)”	ordinary share(s) in the capital of the Company with a nominal
	value of RMB1.00 each, comprising H Shares and Domestic
	Shares
“Shareholder(s)”	holder(s) of the Shares
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

• for identification purpose only

• 5 -

LETTER FROM THE BOARD

==> picture [73 x 76] 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)

Executive Directors ZHOU Jichang LIU Qitao FU Junyuan

Registered Office 85 De Sheng Men Wai Street Xicheng District Beijing 100088 China

Non-executive Director

ZHANG Changfu

Independent Non-executive Directors

LU Hongjun YUAN Yaohui ZOU Qiao LIU Zhangmin LEUNG Chong Shun

Principal Place of Business in Hong Kong 19th Floor, China Harbour Building 370-374 King’s Road North Point Hong Kong

10 March 2011

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED A SHARE ISSUE AND THE MERGER AGREEMENT (2) PROFIT DISTRIBUTION PLAN FOR 2010 (3) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

(4) PROPOSED AMENDMENTS TO RULES OF PROCEDURES

1. INTRODUCTION

Reference is made to (i) the announcement of the Company dated 30 December 2010 in relation to the proposed A Share Issue and the Merger Agreement; and (ii) the announcement of the Company dated 9 March 2011 in relation to, among others, further details of the proposed A Share Issue and the Merger Agreement, and the proposed amendments to the Articles and Rules of Procedures.

• 6 -

LETTER FROM THE BOARD

Further reference is made to the notice of EGM and Foreign Shareholders Class Meeting of the Company dated 28 January 2011.

The purposes of this circular are to provide you with further information on (a) the proposed A Share Issue and the Merger Agreement; (b) the proposed amendments to the Articles and Rules of Procedures; (c) the transfer of A Shares held by CCCG to NSSF; (d) the profit distribution plan for the year 2010 and distribution plan of retained profits; (e) the feasibility study report on the use of proceeds from the A Share Issue; (f) the PRC Profit Forecast and HK Profit Forecast and (g) the grant of authorisation to the Board in relation to the A Share Issue and Merger Arrangement.

2. THE PROPOSED A SHARE ISSUE AND THE MERGER AGREEMENT

1) THE PROPOSED A SHARE ISSUE

(1) Introduction

At the Board meetings held on 30 December 2010 and 9 March 2011, it was resolved that the Company will apply to the relevant regulatory authorities for the allotment and issue of not more than 3,500,000,000 A Shares to (i) qualified inquirers, domestic natural persons and other institutional investors holding accounts with the CSDCC Shanghai Branch, including those qualified investors such as qualified foreign institutional investors (except for those who are prohibited by PRC laws, and regulations) by way of public offering of A Shares; and (ii) for the purpose of implementing the Merger Agreement through share exchange, all CRBC Target Shareholders (in the event that such CRBC Target Shareholders accept the Cash Alternative and elect not to receive the A Shares, in whole or in part, the Cash Alternative Providers), subject to satisfaction of certain conditions including, among others, Shareholders’ approval by way of a special resolution at the EGM and separate Class Meetings, and regulatory approvals. Such A Shares are proposed to be listed on the Shanghai Stock Exchange.

The Company has not conducted any fund raising activities by way of issuance of equity securities in the past 12 months immediately preceding the announcement of the proposed issue of securities that fall under the Rule 13.28(9).

(2) Structure of the A Share Issue

Type of securities to : A Shares be issued Nominal value : RMB1.00 each

• 7 -

LETTER FROM THE BOARD

Number of A Shares

• : Not more than 3,500,000,000 A Shares (including those A Shares to be issued for the purpose of implementing the Merger Agreement), which will represent approximately 19.10% of the enlarged issued share capital of the Company immediately after the completion of the proposed A Share Issue and the Merger Agreement. The final number of A Shares to be issued will be determined by the Board after consultation and discussion with the Joint Lead Underwriters in accordance with the authorisation of the Shareholders and the market conditions.

Target subscribers and : The target subscribers include: methods of issue

• (i) Qualified inquirers, domestic natural persons and other institutional investors holding accounts with the CSDCC Shanghai Branch, including those qualified investors such as qualified foreign institutional investors (except for those who are prohibited by PRC laws, regulations and rules from subscription). The proposed A Share Issue shall be conducted via a combination of placement through offline placement arrangement with qualified inquirers and online subscription or other methods as approved by CSRC; and

• (ii) all CRBC Target Shareholders (in the event that such CRBC Target Shareholders accept the Cash Alternative and elect not to receive the A Shares, in whole or in part, then the target subscribers would be the Cash Alternative Providers) for the purpose of implementing the Merger Agreement by way of share exchange.

• 8 -

LETTER FROM THE BOARD

Basis for determining	:	The price of A Share Issue will be determined
the price		based on results of price consultations with
		participants registered at the Securities
		Association of China in the price consultation
		process. The consultation process comprises of
		preliminary consultation and cumulative bidding
		price consultation. The price will be determined
		based on the result of preliminary price
		consultation and the issue price will be determined
		based on the result of offline cumulative bidding
		price consultations and market conditions;
		Neither the issue price nor the total amounts
		of proceeds to be raised from the proposed A
		Share Issue can be ascertained as at the date of
		this circular because the market consultation
		set out above can only be conducted after all
		the requisite approvals have been obtained. The
		Company will make update announcements
		if and when necessary.
Use of Proceeds	:	For those A Shares issued to qualified inquirers,
		domestic natural persons and other investors
		holding accounts with the CSDCC Shanghai
		Branch, including those qualified investors
		such as qualified foreign institutional investors
		(except for those who are prohibited by PRC
		laws, regulations and rules from subscription)
		by way of public offering, the proceeds raised
		will be used to (i) purchase dredgers; (ii)
		purchase engineering ships and mechanical
		equipments; (iii) invest in traffic infrastructure
		construction related BOT projects; and (iv)
		repay bank loans. For more details of the
		allocation of the use of proceeds from A
		Share Issue, please refer to the “5. Feasibility
		Study Report on the Use of Proceeds from A
		Share Issue” of this circular.

For those A Shares to be issued to all CRBC Target Shareholders for the purpose of implementing the Merger Agreement by way of share exchange, no funds will be raised.

• 9 -

LETTER FROM THE BOARD

Retained profits : Upon completion of the A Share Issue, the existing and new Shareholders of the Company will be entitled to share the Company’s cumulative undistributed profits. Except for any distribution of cash dividends to be approved at the general meeting of the Company or CRBC, no other profits distribution plan can be announced or made in any form (including by way of issuing shares). Please refer to the paragraph headed “profit distribution plan for the year of 2010 and distribution plan of retained profit” below for more details regarding the distribution plan for the retained profit. Place of listing : The Shanghai Stock Exchange. All existing Domestic Shares of the Company will be converted and listed on the Shanghai Stock Exchange and they will rank pari passu in all respects with the A Shares, subject to applicable lock-up requirements.

(3) Shareholders’ approval and other approvals

It should be noted that (i) the A Share Issue is subject to approvals from the CSRC and other relevant approval authorities; (ii) pursuant to the Articles and Rule 19A.38 of the Listing Rules, the A Share Issue is required to be approved by the Shareholders by way of special resolutions at a general meeting and separate Class Meetings, respectively. The EGM and separate Class Meetings will be convened for the purpose of approving the A Share Issue and to authorize the Board to determine and deal with at its discretion matters relating to the A Share Issue (including but not limited to the specific timing of the issue and other matters relating to the A Share Issue and the listing of A Shares); and (iii) the approval by the Shanghai Stock Exchange as to the listing of and dealings in the A Shares on the Shanghai Stock Exchange is also required.

The approval in respect of the A Share Issue, if obtained from Shareholders at the EGM and separate Class Meetings, shall be effective for a period of 12 months from the date on which such approval is obtained under the relevant PRC laws and regulations.

• 10 -

LETTER FROM THE BOARD

2) THE MERGER AGREEMENT

(1) Introduction

On 30 December 2010, the Board announced that the Board and the CRBC Board resolved to enter into the Merger Agreement, subject to the satisfaction of various conditions. On 9 March 2011, the Board further announced that the Board and the CRBC Board resolved respectively to re-affirm the Merger Arrangement and the Merger Agreement.

As at the Latest Practicable Date, CRBC is listed on the Shanghai Stock Exchange under stock code 600263. The Company currently directly holds 61.06% of the entire issued share capital of CRBC and therefore is the controlling shareholder of CRBC. The Company, through its wholly owned subsidiaries, CCFHCC, CCSHCC, CCHCC and CHECG indirectly holds 0.34% of the entire issued share capital of CRBC, and thus holds 61.40% of the entire issued share capital of CRBC in total. The implementation of the Merger Agreement will involve the issue of A Shares by the Company at the Exchange Ratio to the CRBC Target Shareholders.

(2) Key terms of the Merger Agreement

Date : 30 December 2010 Acquirer : The Company Target Company : CRBC Consideration : A Shares (having the same voting right as the Company’s H Shares) will be issued at the Exchange Ratio in exchange for the CRBC Shares held by CRBC Target Shareholders.

The Merger Agreement will be accompanied by the Cash Alternative to the CRBC Target Shareholders at a rate of RMB12.31 per CRBC Share, subject to the Merger Agreement becoming unconditional. The rate of Cash Alternative will be adjusted if there are payments of dividends, bonus issue or capitalisation issue of CRBC Shares or other ex-rights or ex-dividends matters before the completion of the Merger Agreement.

• 11 -

LETTER FROM THE BOARD

Conditions Precedent

• : The Merger Agreement are conditional upon, including but not limited to:

• i) the approval of the Merger Agreement by way of special resolution by the Shareholders at the EGM and the Class Meetings having been obtained;

• ii) the approval of the Merger Agreement by the shareholders of CRBC at such shareholders’ meeting of CRBC having been obtained; and

• iii) the requisite consents and approvals having been obtained from the relevant governmental and regulatory authorities in the PRC (including but not limited to, the CSRC, the SASAC and the Shanghai Stock Exchange);

Completion Date

• : The completion date of the Merger Arrangement will be the date when the Company completed the change of registration and CRBC is deregistered.

(3) The Exchange Ratio

The Exchange Ratio is determined based on the followings:

• i) the purchase price of the CRBC Shares of RMB14.53 per share, representing a premium of approximately 23.03% over the Average Trading Price per CRBC Share of RMB11.81 for the 20 business days prior to the Last Dealing Date; and

• ii) the issue price of the A Shares to be determined according to the market consultation results.

The Exchange Ratio in the Merger Agreement, on a preliminary basis, will be the purchase price of CRBC Shares divided by the issue price of the A Shares (rounded to two decimal places).

• 12 -

LETTER FROM THE BOARD

If there are payments of dividends, bonus issue or capitalization issue of CRBC Shares or other ex-rights or ex-dividends matters before the completion date of the Merger Arrangement, the purchase price of the CRBC Shares will be adjusted as follows:

• i) In the event of an ex-rights matter:

the purchase price = the previous purchase price* (reference price of the CRBC Shares at the date of ex-rights matter/available closing price of the CRBC Shares at the date prior to such ex-rights matter)

• ii) In the event of an ex-dividend matter:

the purchase price = the previous purchase price* (reference price of the CRBC Shares at the date of ex-dividend matter/available closing price of the CRBC Share at the date prior to such ex-dividend matter)

The purchase price of the CRBC Shares of RMB14.53 per share was determined with reference to: (i) the Average Trading Price per CRBC Share of RMB11.81 for the 20 business days prior to the Last Dealing Date; (ii) a premium of approximately RMB2.72 per CRBC Share, which represents 23.03% over RMB11.81 to be given to the CRBC Target Shareholders in accordance with the relevant rules and regulations promulgated by the CSRC; and (iii) the average price earning ratio and price to book ratio of the comparable companies in the infrastructure construction industry. The Exchange Ratio and the premium was determined based on arm’s length negotiations by the Directors, having made due and reasonable inquiries and taking into account various principal considerations and factors.

(4) The Cash Alternative

The Merger Agreement will be accompanied by the Cash Alternative to the CRBC Target Shareholders at a rate of RMB12.31 per CRBC Share. Such rate of Cash Alternative will only be adjusted if there are payments of dividends, bonus issue or capitalization issue of CRBC Shares or other ex-rights or ex-dividends matters before the completion date of the Merger Arrangement. Such rate of Cash Alternative will not be adjusted in any other events except as disclosed aforesaid.

• 13 -

LETTER FROM THE BOARD

The formula of the adjustment are as follow:

• i) In the event of an ex-rights matter:

the rate of Cash Alternative = the previous rate of Cash Alternative* (reference price of the CRBC Shares at the date of ex-rights matter/available closing price of the CRBC Shares at the date prior to such ex-rights matter)

• ii) In the event of an ex-dividend matter:

the rate of Cash Alternative = the previous rate of Cash Alternative* (reference price of the CRBC Shares at the date of ex-dividend matter/available closing price of the CRBC Shares at the date prior to such ex-dividend matter)

If the CRBC Target Shareholders accept the Cash Alternative and elect not to receive the A Shares, subject to written arrangements between the Company and the Cash Alternative Providers, in whole or in part, the Cash Alternative Providers will pay RMB12.31 per CRBC Share in cash to such CRBC Target Shareholders in whole or in part in return for the CRBC Shares held by such holders. The Cash Alternative Providers will then exchange such CRBC shares for the A Shares at the Exchange Ratio. CCFHCC, CCHCC, CCSHCC and CHECG, which currently directly holds 0.34% of the entire issued share capital of CRBC, will cancel all the CRBC shares currently held by them.

The rate of Cash Alternative of RMB12.31 per CRBC Share was determined with reference to (i) the closing price of CRBC Shares on the Last Dealing Date; (ii) the average trading price of CRBC Shares for the 5 days, 20 days, 30 days, 120 days and 250 days prior to the Last Dealing Date; and (iii) the average daily trading price of CRBC Shares when the turnover rate is 100%. The rate of Cash Alternative of RMB12.31 also represents a premium to be given to the CRBC Target Shareholders ranging from 2.33% to 15.05% over historical trading prices of CRBC Shares.

The shareholders of CRBC holding the following shares of CRBC will not be entitled to receive the Cash Alternative and will only elect to receive the A Shares: (a) CRBC Shares held by the directors, supervisors and senior management of CRBC which are subject to trade restrictions; (b) CRBC Shares which are subject to pledge, other third party claims and judicial moratorium; (c) CRBC Shares which the lawful holders have undertaken not to receive the Cash Alternative, and (d) CRBC Shares not entitled to receive the Cash Alternative in accordance with the applicable laws and regulations.

The Cash Alternative Providers are the Joint Lead Underwriters, namely, BOC International (China) Limited, Guotai Junan Securities Co., Ltd. and Citic Securities Co., Ltd. CRBC Shares received by the Cash Alternative Providers will be exchanged into A Shares in accordance with the Exchange Ratio and therefore the Cash Alternative Providers will become the shareholders of the Company, unless none of the shareholders of CRBC elect to receive the Cash Alternative.

• 14 -

LETTER FROM THE BOARD

On the assumption that all CRBC Target Shareholders elect to receive the Cash Alternative, the Cash Alternative Providers will commit a maximum of approximately RMB1,939,440,500.

(5) Exit rights of Dissenting Shareholders of the Company

Pursuant to the Articles, the Shareholders who have voted against the Merger Agreement at the EGM and/or separate Class Meetings would have the right to demand the acquisition of their Shares by the Company or the Assenting Shareholders at fair prices to be determined by the parties to the acquisition. Dissenting Shareholders will be required to make a clear written request at the EGM to the Company or the Assenting Shareholders to exercise such exit rights, subject to the conditions and arrangements set out in the Merger Agreement. The Dissenting Shareholders holding the said Shares which are subject to pledge, other third-party rights or judicial moratorium would not be entitled to such exit rights.

If Dissenting Shareholders elect to request the Company to acquire their Shares at fair prices, the Company will be entitled to designate any third parties to acquire the Shares to be disposed upon the request of such Dissenting Shareholders of the Company at fair prices to be determined by the parties to the acquisition in accordance with the Articles.

(6) Effective Date and Completion Date of the Merger Arrangement

The effective date of the Merger Arrangement will be the day immediately following the date when all the approvals from the Shareholders in the EGM and Class Meetings, the CRBC Shareholders and relevant authorities have been obtained and both the initial public offering of the A Shares and the transfer and settlement of the money from the A Share Issue have been completed.

The completion date of the Merger Arrangement will be the date when the Company completed the change of registration and CRBC is deregistered.

(7) Protection of the Interest of Creditors

Upon the approvals from the Shareholders in the EGM and Class Meetings and the CRBC Shareholders having been obtained, the Company and the CRBC will make an announcement and notify their creditors respectively in accordance with the applicable laws and regulations, and will repay the outstanding debt or provide guarantee to the creditors upon receiving the creditors request within the legal period.

• 15 -

LETTER FROM THE BOARD

(8) Guarantee provided to CRBC by the Company

In order to ensure that the Merger Agreement can be performed smoothly and that all CRBC creditors will continue to perform their rights and obligations, the Board has resolved that the Company will provide guarantee for all outstanding debts owned by CRBC before the completion of the Merger Agreement, which will be assumed by the Company’s wholly-owned subsidiaries to be designated by the Company. The total amount of the guarantee shall not exceed RMB9,500,000,000.

The conditions precedents for the Company to provide the aforementioned guarantees for CRBC are as follow:

• i) The A Share Issue and Merger Arrangement have been approved by Shareholders by way of a special resolutions in the EGM and separate Class Meetings; the Merger Arrangement has been approved by the board of directors of CRBC and shareholders meeting of CRBC by way of a special resolution;

• ii) Company has obtained all the requisite consents and approvals from the relevant governmental and regulatory authorities (including but not limited to, the CSRC and the SASAC and the A Share Issue has been completed); and

• iii) CRBC has obtained all the requisite consents and approvals regarding the Merger Arrangement, including but not limited to the CSRC and the SASAC.

3) GRANT OF AUTHORITY TO THE BOARD OF DIRECTORS IN RELATION TO THE A SHARE ISSUE AND THE MERGER ARRANGEMENT

The Board also resolved to submit to the EGM for consideration and approval by way of a special resolution the delegation of power to the Board 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;

• 16 -

LETTER FROM THE BOARD

• (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;

• (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.

• 17 -

LETTER FROM THE BOARD

The approval in respect of the authorisation, if obtained from Shareholders at the EGM, shall be valid for a period of 12 months from the date on which such approval is obtained under the relevant PRC laws and regulations.

4) EFFECT OF A SHARE ISSUE AND THE MERGER AGREEMENT

Upon successful implementation of the Merger Agreement, the CRBC Shares held by the CRBC Target Shareholders on a record date to be determined and announced by the Board after the Merger Agreement is approved by CSRC, will be exchanged into the A Shares of the Company. All such CRBC Shares (together with the remaining CRBC Shares held by the Company) will be cancelled. As a result of and upon completion of the Merger Agreement, the assets of CRBC will be absorbed into and the liabilities of CRBC will be assumed by the Company. CRBC will then cease to exist.

Subject to the approval of the CSRC and the Shanghai Stock Exchange, the A Shares will be listed on the Shanghai Stock Exchange. The H Shares will continue to be listed on the Hong Kong Stock Exchange. Set out below is the shareholding (1) as at the Latest Practicable Date, (2) immediately after successful completion of the A Share Issue and the Merger Agreement, assuming that (i) 3,500,000,000 A Shares will be issued under the A Share Issue; (ii) all CRBC Target Shareholders elect to receive the A Shares and (iii) no other changes to the share capital of the Company.

(1) Domestic Shares CCCG (2) A Shares (a) CCCG and NSSF (b) public (3) H Shares Total Number of Shares	As at the Latest Practicable Date Number of Shares % 10,397,500,000 70.13% – – – – – – 4,427,500,000 29.87% 14,825,000,000 100%	Immediately after completion of the A Share Issue and the Merger Agreement Number of Shares % – – 13,897,500,000 75.84% 10,397,500,000 56.74% 3,500,000,000 19.10% 4,427,500,000 24.16% 18,325,000,000 100.00%	Immediately after completion of the A Share Issue and the Merger Agreement Number of Shares % – – 13,897,500,000 75.84% 10,397,500,000 56.74% 3,500,000,000 19.10% 4,427,500,000 24.16% 18,325,000,000 100.00%
			100.00%

• 18 -

LETTER FROM THE BOARD

Note:

According to Implementing Measures for the Transfer of State-owned Shares from the Domestic Securities Market to the National Social Security Fund and relevant regulations, all stock limited companies with state-owned shares seeking initial public offering in domestic stock exchange, except otherwise stipulated by the state council, shall transfer part of the state-owned shares of the stock limited company into the NSSF, which amounts to 10% of the actual initial issued shares. After the completion of the A Share Issue, CCCG will perform such transfer obligation, the number of shares to be transferred from CCCG to the NSSF = (the total A Shares issued in the A Share Issue – shares used to implement Merger Agreement with CRBC) * 10%. After the completion of the A Share Issue, the total number of Shares held by CCCG and the NSSF is 10,397,500,000, which is subject to approval by SASAC.

According to the relevant regulations of the Shanghai Stock Exchange, since the date when A Shares became listed, CCCG and the NSSF (immediately after the completion of A Share Issue and Merger Agreement) shall be subject to a 36 months lock-up period, and no transfer or appointment of others to manage the holding of Company’s A Shares should be made by CCCG and NSSF, and the Company shall not repurchase the Company’s A shares hold by the CCCG and the NSSF.

5) INFORMATION ON CRBC AND THE COMPANY

CRBC is a joint stock company established under the laws of the PRC with limited liability, the securities of which are listed on the Shanghai Stock Exchange (Stock Code: 600263) since 25 July 2000. CRBC and its subsidiaries are principally engaged in, among others, the project contracting of highroad, bridges, airports and other civil engineering projects; development, manufacturing, sales and lease of construction equipments and development of high-tech products.

The Company is a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange since 15 December 2006. The Group is principally engaged in, among others, infrastructure construction, infrastructure design, dredging and port machinery manufacturing businesses.

6) REASONS FOR AND BENEFITS OF THE A SHARE ISSUE AND THE MERGER ARRANGEMENT

The Company believes that the A Share Issue will establish a new financing platform for the Company in the long term, provide the Company with funds necessary for its ongoing business development and help improve its competitiveness and maximize shareholders’ returns. In the meantime the Merger Arrangement is an attempt to reduce any potential business competitions between the Company and CRBC, further consolidate the resources of the Company, achieve the economies of scale and improve the operational efficiency of the Company. As such, the Directors are of the view that the A Share Issue and the Merger Arrangement are in the best interest of the Company and the Shareholders, and will benefit the Company and the Shareholders as a whole in the long run.

• 19 -

LETTER FROM THE BOARD

7) LISTING RULES IMPLICATIONS

Based on the relevant facts and information prevailing as at the date of the Latest Practicable Date, the highest applicable percentage ratio under Chapter 14 and 14A of the Listing Rules in respect of the Merger Agreement will not exceed 5%.

8) PROFIT FORECASTS

i) PRC Profit Forecast

Reference is made to the announcement of the Company dated 9 March 2011 in relation to, among others, the PRC Profit Forecast.

In compliance with PRC laws and regulations and pursuant to the requirements of the CSRC, the Directors have prepared the PRC Profit Forecast for the year ending 31 December 2011 under CASBE. The PRC Profit Forecast has been disclosed by CRBC in the Shanghai Stock Exchange on 9 March 2011. To ensure equal dissemination of unpublished price sensitive information in different stock exchange markets, the Company has disclosed the details of the PRC Profit Forecast by way of the announcement of the Company dated 9 March 2011. The PRC Profit Forecast extracted from the relevant sections of the announcement of the Company dated 9 March 2011 are set out in Appendix II to this circular.

The PRC Profit Forecast is prepared based on the assumptions and estimations made by the Directors for illustrative purposes only and does not provide any assurance or indication that any event will take place in the future and may not give a true picture of the results of the Group for the year ending 31 December 2011.

PricewaterhouseCoopers Zhong Tian CPAs Limited Company, the domestic statutory auditor of the Company, has confirmed that nothing has come to their attention that causes them to believe the assumptions do not give reasonable bases for the PRC Profit Forecast and in their opinion, the PRC Profit Forecast has been properly complied in accordance with the assumptions and presented in accordance with the basis of preparation stated therein.

As the Board has made no reference to the PRC Profit Forecast in determining the consideration for the A Share Issue and the Merger Arrangement, the Shareholders and potential investors in H Shares should not rely on the information in the PRC Profit Forecast when they assess the merits and demerits of the A Share Issue and the Merger Arrangement. The investors and potential investors in H Shares should not rely on information published or disseminated from the PRC when they deal, or contemplate dealing, in the H Shares or other securities of the Company.

• 20 -

LETTER FROM THE BOARD

ii) HK Profit Forecast

Reference is made to the announcement of the Company dated 9 March 2011 in relation to the HK Profit Forecast.

The Directors have further prepared the HK Profit Forecast. The Board forecasted that, based on the bases and assumptions set out in Appendix II to this circular and in the absence of unforeseen circumstances, the consolidated profit attributable to the equity holders of the Company under IFRS for the year ending 31 December 2011 will not be less than RMB11,342 million. The HK Profit Forecast, together with the letters from PricewaterhouseCoopers and the Board, are set out in Appendix II to this circular.

The HK Profit Forecast is prepared based on the assumptions and estimations made by the Directors for illustrative purposes only and does not provide any assurance or indication that any event will take place in the future and may not give a true picture of the results of the Group for the year ending 31 December 2011.

The Directors have confirmed that they have made the HK Profit Forecast after due and careful enquiry in compliance with the Listing Rules. PricewaterhouseCoopers, the international auditor of the Company, is of the opinion that, so far as the calculations and accounting policies are concerned, the HK Profit Forecast has been properly compiled in accordance with the bases and assumptions made by the Directors as set out in the subsection headed “(2). HK Profit Forecast” in the section headed “F. Profit Forecast” in the announcement of the Company dated 9 March 2011 and is presented on a basis consistent in all material respects with the accounting polices adopted by the Group as set out in the Company’s annual consolidated financial statements prepared in accordance with IFRS for the year ended 31 December 2010, and the new accounting standards that are effective for the year ending 31 December 2011, where applicable.

As the Board has made no reference to the HK Profit Forecast in determining the consideration for the A Share Issue and the Merger Arrangement, the Shareholders and potential investors in H Shares should not rely on the information in the HK Profit Forecast when they assess the merits and demerits of the A Share Issue and the Merger Arrangement.

• 21 -

LETTER FROM THE BOARD

3. TRANSFER OF A SHARES HELD BY CCCG TO NSSF

According to Implementing Measures for the Transfer of State-owned Shares from the Domestic Securities Market to the National Social Security Fund jointly issued by Ministry of Finance, SASAC, CSRC and NSSF, all stock limited companies with state-owned shares seeking initial public offering in domestic stock exchange, except otherwise stipulated by the state council, shall transfer part of the state-owned shares of the stock limited company into the NSSF, which amounts to 10% of the actual initial issued shares.

Accordingly after the completion of the A Share Issue, CCCG should perform the transfer obligation as follows: total number of A Shares to be transferred from CCCG to NSSF = (the total A Shares to be issued in the A Share Issue – A Shares issued to implement the Merger Arrangement with CRBC)* 10%, which is subject to approval by SASAC.

4. PROFIT DISTRIBUTION PLAN FOR THE YEAR OF 2010 AND DISTRIBUTION PLAN OF RETAINED PROFITS

The Board recommended a dividend of RMB0.16 (including tax) per Share to be paid by cash for the year 2010 to all Shareholders whose names appear on the register of members of the Company on 5 May 2011 based on the Company’s entire issued share capital of 14,825,000,000 Shares as of 31 December 2010. The total amount of dividend to be paid will be approximately RMB2,372 million.

In order to determine the Shareholders of the H Shares who are entitled to receive the 2010 cash dividends, the share registrar for H Shares will be closed from 1 May 2011 to 5 May 2011, both days inclusive, during which period no transfer of H Shares will be effected. The holders of H Shares who intend to receive the 2010 cash dividends must deposit transfer documents together with the relevant share certificates no later than 4:30 p.m. on 29 April 2011, with the share registrar for H Shares, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The 2010 cash dividends are estimated to be paid on or around 6 May 2011.

After payment of the 2010 cash dividends, the accumulated retained profits attributable to equity holders of the Company together with any new distributable profits generated by the Company for the period between 1 January 2011 and the date of A Share Issue will be shared by the existing and new Shareholders of the Company after the completion of the A Share Issue.

• 22 -

LETTER FROM THE BOARD

5. FEASIBILITY STUDY REPORT ON THE USE OF PROCEEDS FROM A SHARE ISSUE

The proceeds raised from those A Shares issued to qualified inquirers, domestic natural persons and other investors holding accounts with the CSDCC Shanghai Branch, including those qualified investors such as qualified foreign institutional investors (except for those who are prohibited by PRC laws, regulations and rules) by way of public offering will be used to (i) purchase dredgers (ii) purchase engineering ships and mechanical equipments; (iii) to invest in traffic infrastructure construction related BOT projects; and (iv) repay bank loans.

The detailed information of the specific allocation for each of the intended use of proceeds from A Share Issue is as following:

Number Use of proceeds Estimated capital expenditure RMB Billion 1 Purchase dredgers 7.750 2 Purchaseengineering ships and mechanical equipments 5.694 3 invest in construction and development of Extension line of Guangming High- speed road project 1.830 Xianning to Tongshan High- speed road project 3.218 Shanxi Yulin to Jiaxian High- speed road project 5.420 Nanjing Weisan Road Tunnel project 5.249 Chongqing Peiling to Fengdu High- speed road project 5.287 Chongqing Fengdu to Shizhu High- speed road project 5.061 Yongchuang to Jiangjin part of the Chongqing Third Ring High- speed road project 5.624 4 Repay bank loans In total

Estimated amount of proceeds to be used RMB Billion 7.000 4.000 0.400 0.800 1.300 0.700 1.300 1.200 1.300 2.000

20.000

• 23 -

LETTER FROM THE BOARD

6. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

To facilitate the proposed A Share Issue, the Company will, when proceeding with the proposed A Share Issue, make certain amendments to the Articles in compliance with all applicable PRC legal and regulatory requirements. Such amendments are proposed in accordance with laws and regulations prescribed by the relevant PRC authorities including the CSRC, stipulating provisions mandatory or recommended for inclusion in articles of association of A share listed companies. The proposed amended Articles, subject to Shareholders’ approval by way of a special resolution at the EGM, shall come into immediate effect once approved at the EGM and the approvals from relevant regulatory authorities have been obtained.

The proposed amendments deal with matters relating to a number of areas, including, among others, (i) number of Directors; (ii) change of business scope; and (iii) qualifications of independent non-executive directors. Further details of the proposed amendments are set out in Appendix III to this circular.

Upon the completion of the proposed A Share Issue and the listing of the A Shares of the Company on the Shanghai Stock Exchange, the Company's registered capital, shareholding structure and other information will be changed. Accordingly, the Company will make further amendments to the Articles upon the completion of the proposed A Share issue and the listing of the A Shares of the Company. The proposed amended Articles, subject to Shareholders’ approval at the EGM and the obtaining of approvals from relevant regulatory authorities, will be adopted for use by the Company after issue and listing of the A Shares on the Shanghai Stock Exchange.

The proposed amendments deal with the change of registered capital, shareholding structure and other information. Further details of the proposed amendments are set out in Appendix IV to this Circular.

The Articles are written in Chinese without an official English version. Therefore any English translation is for reference only. In case of any inconsistency, the Chinese version shall prevail.

7. PROPOSED AMENDMENTS TO RULES OF PROCEDURES

In addition to the amendments to the Articles described above, and in accordance with the rules of the CSRC regulating issue of A Shares, the Board and the supervisory committee have proposed to make correspondence changes to various current Rules of Procedures of the Company, subject to Shareholders’ approval, with a view to further regulating the internal controls of the Company. These Rules of Procedures include, among others, (i) the Rules of Procedures for meetings of the Shareholders; (ii) the Rules of Procedures for meetings of the Board; and (iii) the Rules of Procedures for meetings of the Supervisors. Further details of the proposed amendments are set out in Appendices V, VI and VII to this circular. The proposed amended Rules of Procedures, subject to Shareholders’ approval by way of a special resolution at the EGM, shall come into immediate effect once approved at the EGM and the approvals from relevant regulatory authorities have been obtained.

The Rules of Procedures are written in Chinese without an official English version. Therefore any English translation is for reference only. In case of any inconsistency, the Chinese version shall prevail.

• 24 -

LETTER FROM THE BOARD

8. RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES AND WORK MANUAL FOR INDEPENDENT DIRECTORS

In relation to the Proposed A Share Issue and the listing of the A Shares of the Company, and in accordance with the Governance Rules of Listed Issuers, Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised 2008) and other applicable rules and regulations of PRC, the Board has proposed to establish, subject to Shareholders’ approval, the Rules for Management of Connected Transaction Under the A Shares of China Communications Construction Limited and the Work Manual for Independent Directors of China Communications Construction Limited. Further details of the Rules for Management of Connected Transaction Under the A Shares of China Communications Construction Limited and the Work Manual for Independent Directors of China Communications Construction Limited are set out in Appendices VIII and IX to this circular. The proposed establishment of Rules for Management of Connected Transaction Under the A Shares of China Communications Construction Limited and the Work Manual for Independent Directors of China Communications Construction Limited, subject to Shareholders’ approval by way of an ordinary resolution at the EGM, will be adopted for use by the Company after issue and listing of the A Shares on the Shanghai Stock Exchange.

The Rules for Management of Connected Transactions Under the A Shares of China Communications Construction Limited and the Work Manual for Independent Directors of China Communications Construction Limited are written in Chinese without an official English version. Therefore any English translation is for reference only. In case of any inconsistency, the Chinese version shall prevail.

9. CLASS MEETINGS AND THE EGM

The EGM and the separate Class Meetings will be held for the purpose of considering and, if thought fit, seeking approvals by the Shareholders on (i) the proposed A Share Issue (ii) the Merger Agreement and Merger Arrangement, (iii) the proposed amendments to the Articles, (iv) the proposed amendments to Rules of Procedures, (v) the authority to be granted to the Board in relation to the A Share Issue and the Merger Arrangement, (vi) the guarantee to be provided by the Company for all outstanding debts owned by CRBC, (vii) the transfer of A Shares held by CCCG to NSSF, (viii) the profit distribution plan for the year of 2010 and the distribution plan for the remaining retained profits; (ix) the feasibility study report on the use of proceeds from A Share Issue, and (x) the Rules for Management of Connected Transaction under A Shares and Work Manual for Independent Directors.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM and the Class Meetings.

A supplemental notice of the EGM, which will be held as originally scheduled at Conference Room 1911, 19th Floor, CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Friday, 25 March 2011 is set out on Appendix I of this circular.

Please also refer to the notice of the EGM and/or (if applicable) notice of Foreign Shareholders Class Meeting dispatched to the Shareholders on 28 January 2011 for details of the other resolutions to

• 25 -

LETTER FROM THE BOARD

be proposed at the EGM and/or Foreign Shareholders Class Meeting, closure of register of members, eligibility for attending the EGM and/or Foreign Shareholders’ Class Meeting, registration procedures for attending the EGM and/or Foreign Shareholders Class Meeting, appointment of proxy and other relevant matters.

The Original Proxy Forms for use at the EGM and/or (if applicable) Foreign Shareholders’ Class Meeting were dispatched to the Shareholders on 28 January 2011 and Revised Proxy Form for EGM is enclosed with the supplemental notice. The Original Proxy Form for EGM dispatched together with the EGM Notice is superseded by Revised Proxy Form for EGM. Whether or not you intend to attend the EGM and/or (if applicable) Foreign Shareholders Class Meeting, you are requested to complete and return the enclosed Revised Proxy Form for EGM and the Proxy Form for Foreign Shareholders Class Meeting in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM, Foreign Shareholders Class Meeting or any adjournment thereof (as the case may be). Completion and return of the Original Proxy Forms and/or the Revised Proxy Form for EGM will not preclude you from attending the EGM and/or Foreign Shareholders Class Meeting, and voting in person if you so wish.

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all resolutions to be considered, and if thought fit, to be passed at the EGM and/or Foreign Shareholders Class Meeting, shall be passed by way of poll.

10. REVISED PROXY FORM FOR THE EGM

As a result of the additional proposed resolutions subsequent to the dispatch of the EGM Notice, the Original Proxy Form for EGM sent together with the EGM Notice does not contain the proposed additional resolutions as set out in this circular. In this connection, Revised Proxy Form for EGM is enclosed with this circular. The Original Proxy Form for EGM is superseded by this Revised Proxy Form for EGM. You are requested to complete and return the Revised Proxy Form for EGM accordance with the instructions printed thereon.

A Shareholder who has not lodged the Original Proxy Forms dispatched together with the notice of EGM in accordance with the instructions printed thereon is requested to lodge the Revised Proxy Form for EGM if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Original Proxy Form for EGM should not be lodged.

A Shareholder who has already lodged the Original Proxy Form for EGM in accordance with the instructions printed thereon should note that:

• if no Revised Proxy Form for EGM are lodged in accordance with the instructions printed thereon, the Original Proxy Form for EGM, if correctly completed, will be treated as a valid proxy form lodged by him or her;

• if the Revised Proxy Form for EGM are lodged in accordance with the instructions printed thereon, the Revised Proxy Form for EGM, if correctly completed, will be treated as valid proxy form lodged by the Shareholder and will revoke and supersede the Original Proxy Form for EGM previously lodged by him or her;

• 26 -

LETTER FROM THE BOARD

• if the Revised Proxy Form for EGM are lodged after the closing time set out in the notice of EGM and in the Revised Proxy Form for EGM enclosed with this circular, the Revised Proxy Form for EGM will be invalid. However, it will revoke the Original Proxy Form for EGM previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form for EGM or the Revised Proxy Form for EGM) will not be counted in any poll which may be taken on a proposed resolution.

Accordingly, Shareholders are advised not to lodge the Revised Proxy Form for EGM and Proxy Form for Foreign Shareholders Class Meeting after the specified closing time. If such Shareholders wish to vote at the EGM and/or (if applicable) Foreign Shareholders Class Meeting, they will have to attend in person and vote at the EGM/or (if applicable) Foreign Shareholders Class Meeting themselves.

11. RECOMMENDATION

The directors believe that the proposals mentioned above are in the interests of the Company and the shareholders as a whole. Accordingly, the directors recommend that all shareholders vote in favor of the relevant resolutions to be proposed at the EGM and the Class Meetings.

By order of the Board China Communications Construction Company Limited Zhou Jichang Chairman

Beijing, the PRC, 10 March 2011

• 27 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX I

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 [73 x 76] 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)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the Notice of EGM dated 28 January 2011 (the Notice ) which set out the venue of the extraordinary general meeting (the EGM ) of China Communications Construction Company Limited (the Company ) and contains the resolutions to be proposed at the EGM for shareholders to approve.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the second EGM of the Company, which will be held as originally shceduled at Conference Room 1911, 19th Floor, CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Friday, 25 March 2011 to consider and, if thought fit, to pass the following additional resolutions. The proposed additional resolutions were submitted to the Company by China Communications Construction Group (Limited), the controlling shareholder of the Company, which directly holds 70.13% of the issued share capital of the Company as at the date of this supplemental notice, pursuant to Company Law of the People’s Republic of China (as amended and has come into force on 1 January 2006). Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated 10 March 2011 issued by the Company.

SPECIAL RESOLUTIONS

1. “ THAT the proposed amendments to the Articles of the Company and the Rules of Procedures be and are hereby approved:

2. (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;

3. 28 -

APPENDIX I

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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 the 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 the 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 the 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.”

• “ THAT the Board be and is authorised 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;

• 29 -

APPENDIX I

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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;

• (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.

• 30 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX I

ORDINARY RESOLUTIONS

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.”

2. “ THAT the profit distribution plan for the year of 2010 and the distribution plan for the remaining retained profits be and is hereby approved.”

3. “ 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.”

4. “ THAT the Rules for Management of Connected Transaction Under A Shares and Work Manual for Independent Directors be and is hereby approved.”

By Order of the Board China Communications Construction Company Limited LIU Wensheng Joint Company Secretary

Beijing, the PRC, 10 March 2011

As at the date of this announcement, the Directors are ZHOU Jichang, LIU Qitao, FU Junyuan, ZHANG Changfu, LU Hongjun[#] , YUAN Yaohui[#] , ZOU Qiao[#] , LIU Zhangmin[#] and LEUNG Chong Shun[#] .

Independent non-executive Director

Notes:

1. A revised proxy form is enclosed with this notice. The form of proxy dispatched together with the EGM Notice dated 28 January 2011 is superseded by this revised proxy form.

2. Please refer to the Notice of EGM of the Company dated 28 January 2011 for details in respect of other resolutions to be passed at the EGM, the closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

3. Please refer to the Reply slip of the EGM of the Company dated 28 January 2011 in respect of the timing and address for attending the EGM and other relevant matters.

4. 31 -

PROFIT FORECAST

APPENDIX II

In compliance with the PRC laws and regulations and pursuant to the requirements of CSRC, the Company has disclosed the PRC Profit Forecast for the year ending 31 December 2011 under CASBE in the announcement dated 9 March 2011. The Company further disclosed the HK Profit Forecast in the announcement dated 9 March 2011. Set out below is an extract of the relevant sections of the announcements in relation to the forecast figures and the bases and assumptions.

Letters from PricewaterhouseCoopers and the Board in relation to the HK Profit Forecast are also set out in below.

The Directors have prepared the PRC Profit Forecast and HK Profit Forecast which is set out in this Appendix.

1. PRC PROFIT FORECAST

Taking into consideration the operation of the Group, market demand and the business and investments plans of the Group, in the absence of unforeseen circumstances, the Directors prepared the PRC Profit Forecast under CASBE. Details of the PRC Profit Forecast are as follows:

PRC Profit Forecast of the Group Forecasted period: one year ending 31 December 2011

	2010	2011
	(actual)	(forecasted)
	RMB million	RMB million
Revenue	273,571	325,891
Cost of sales	(242,297 )	(288,030 )
Business taxes	(7,379 )	(8,715 )
Selling & marketing expenses	(569 )	(605 )
Administrative expenses	(10,301 )	(11,194 )
Financial expenses	(2,138 )	(3,101 )
Asset impairment provision	(426 )	(627 )
Fair value gains	8	34
Investment income	1,020	760
Operating profit	11,489	14,413
Non-operating income	601	185
Non-operating expenses	(185 )	(72 )
Total profit	11,905	14,526
Income tax expense	(2,454 )	(3,222 )
Net profit	9,451	11,304
Attributable to:
Equity holders of the Company	9,437	11,131
Non-controlling interests	14	173

• 32 -

PROFIT FORECAST

APPENDIX II

The PRC Profit Forecast has been prepared on a basis consistent in all material respects with the accounting policies adopted by the Group in preparing the consolidated financial statements of the Group for the year ended 31 December 2010 under CASBE and is based on the following principal assumptions:

• There will be no material changes in the existing political, legal, fiscal, market or economic conditions in the PRC or any other regions in which the Group currently operates or which are otherwise material to the business of the Group;

• There will be no material changes in legislation, laws and regulations, or statutes in the PRC, or any other regions in which the Group operates or with which the Group has arrangements or agreements, which may have a material adverse impact upon the Group’s business or operations;

• There will be no material changes in inflation rates, interest rates or foreign exchange rates from those currently prevailing in the context of the Group’s operations;

• There will be no material changes in the bases or applicable rates of taxation, surcharges or other government levies in the PRC, or any other regions in which the Group operates or with which the Group has arrangements or agreements. Certain subsidiaries of the Group located in the PRC are entitled to preferential income tax, which is subject to annual inspection by local tax authorities, in accordance with relevant laws and regulations. It is assumed that these subsidiaries would continue to entitle such preferential income tax in the year ending 31 December 2011;

• The construction projects which are currently undertaken and planned by the Group will materialise and commence on schedule;

• The Group’s operations will not be materially and adversely affected by occurrences such as labor shortage and disputes, or any other factors outside the control of the management. In addition, the Group will be able to recruit sufficient employees to meet its business growth needs, and the rankings and structure of the employees will meet its operating requirements during the forecast period;

• There will be no material changes in the Group’s business and no significant slowdown in the construction expenditure in the PRC and in its major overseas market and demand for the Group’s products and services;

• There will be no interruption of operations that will adversely affect the Group as a result of a shortage in supply of raw materials which are beyond management’s control;

• The Group’s existing certificates and permits can be successfully renewed in a timely manner upon expiry;

• 33 -

PROFIT FORECAST

APPENDIX II

• There will be no material changes in the prices of the Group’s current products and services during the forecast period;

• There will be no material unfavourable changes in the costs of raw materials, spare parts, subcontracting charges, fuel, employee costs, instruments and equipment costs from those currently prevailing;

• The Group will not engage in any speculative financial derivative transactions in 2011;

• There will be no other unforeseen factors or force majeure, which would adversely affect the Group’s businesses during the forecast period; and

• The Profit Forecast does not include any gain on debt restructuring with China Orient Assets Management Corporation (the COAMC ) due to the uncertainty of the timing when the final agreement could be reached between the Group and COAMC. Please refer to below for details:

Prior to the incorporation of the Company on 8 October 2006, the predecessor of CCCG were contracted to undertake certain construction projects in Iraq in the 1980s. Such construction projects were also financed by loans originally provided by Bank of China. Since the Gulf War in 1990, the receivables arising from the completed construction projects were not settled by the Iraq Government, and then fully provided for impairment as the receivables were not expected to be recovered. At the meantime, the principal and interest of the loans borrowed from Bank of China, which was subsequently transferred to COAMC from Bank of China in 2000, were also not settled. In connection with the group reorganisation of CCCG and the incorporation of the Company, the receivables (including the provision for impairment) and loans were all transferred to the Company.

On 1 April 2010, the committee of Chinese creditors (including the Company) in relation to the Iraqi construction receivables and the Finance Ministry of Iraq (on behalf of the Iraqi government) entered into 《中方企業債權人委員會和伊拉克共和國雙邊協定》 (Bilateral Agreement between the committee of Chinese creditors in relation to the Iraqi construction receivables and the Republic of Iraq) (the “Bilateral Agreement”) in Beijing, the PRC. According to the Bilateral Agreement, 80% of the outstanding receivable balances as of 30 June 2007 would be waived. Ways to determine the interest arising from the remaining receivable balances and the repayment schedule were also stipulated in the Bilateral Agreement.

In response to the bilateral agreement to settle the long overdue debtors with Iraq government, the Ministry of Finance of the PRC released a notice for the settlement of the domestic debts in relation with the Iraq construction projects in November 2010. According to the notice, 80% of the debts balance as of 31 December 2004 should be waived by the creditor, and the interest charge and the repayment terms of the remaining debts are also set out in the notice. Up to the date of the circular, the Company has not entered into a debt restructuring agreement with COAMC. If the debts restructuring agreement would

• 34 -

PROFIT FORECAST

APPENDIX II

be signed between the Group and COAMC in 2011 and if the terms could follow those in the notice mentioned above, a gain on debts restructuring of approximately RMB1,029 million should have been recognised in the forecast period. However, the Profit Forecast does not include the gain on debt restructuring due to the uncertainty of the timing when the agreement could be reached.

2. HK PROFIT FORECAST

The Directors forecasted that on the bases and assumptions set out below and in the absence of unforeseen circumstances, the consolidated profit attributable to the equity holders of the Company under IFRS for the year ending 31 December 2011 will not be less than RMB11,342 million.

Bases and principal assumptions

The HK Profit Forecast for which the Directors of the Company are solely responsible, has been prepared by them based on a forecast of the consolidated financial results of the Group for the year ending 31 December 2011.

The HK Profit Forecast has been prepared by the Directors on a basis consistent in all material respects with the accounting policies adopted by the Group as set out in the annual consolidated financial statements of the Group prepared in accordance with IFRS for the year ended 31 December 2010, and the new accounting standards that are effective for the year ending 31 December 2011, where applicable. The Group will adopt IFRS 1 (Amendment), “First time adoption of international financial reporting standards” –”Revaluation basis as deemed cost” which is effective from 1 January 2011. The amendment clarifies that entities may employ the “deemed cost” exemption not only when the “deemed cost” is measured before the date of transition to IFRS, but also if the “deemed cost” is measured during the first IFRS reporting period. The Group will take advantage of the exemption such that the re-valued amount will become deemed costs and the difference between IFRS and CASBE arising herefrom will be eliminated in the year ending 31 December 2011. Principal assumptions on which the HK Profit Forecast is based on are as followings:

• There will be no material changes in the existing political, legal, fiscal, market or economic conditions in the PRC or any other regions in which the Group currently operates or which are otherwise material to the business of the Group;

• 35 -

PROFIT FORECAST

APPENDIX II

• There will be no material changes in legislation, laws and regulations, or statutes in the PRC, or any other regions in which the Group operates or with which the Group has arrangements or agreements, which may have a material adverse impact upon the Group’s business or operations;

• There will be no material changes in inflation rates, interest rates or foreign exchange rates from those currently prevailing in the context of the Group’s operations;

• There will be no material changes in the bases or applicable rates of taxation, surcharges or other government levies in the PRC, or any other regions in which the Group operates or with which the Group has arrangements or agreements. Certain subsidiaries of the Group located in the PRC are entitled to preferential income tax, which is subject to annual inspection by local tax authorities, in accordance with relevant laws and regulations. It is assumed that these subsidiaries would continue to entitle such preferential income tax in the year ending 31 December 2011;

• The construction projects which are currently undertaken and planned by the Group will materialise and commence on schedule;

• The Group’s operations will not be materially and adversely affected by occurrences such as labor shortage and disputes, or any other factors outside the control of the management. In addition, the Group will be able to recruit sufficient employees to meet its business growth needs, and the rankings and structure of the employees will meet its operating requirements during the forecast period;

• There will be no material changes in the Group’s business and no significant slowdown in the construction expenditure in the PRC and in its major overseas market and demand for the Group’s products and services;

• There will be no interruption of operations that will adversely affect the Group as a result of a shortage in supply of raw materials which are beyond management’s control;

• The Group’s existing certificates and permits can be successfully renewed in a timely manner upon expiry;

• There will be no material changes in the prices of the Group’s current products and services during the forecast period;

• There will be no material unfavourable changes in the costs of raw materials, spare parts, subcontracting charges, fuel, employee costs, instruments and equipment costs from those currently prevailing;

• The Group will not engage in any speculative financial derivative transactions in 2011;

• 36 -

PROFIT FORECAST

APPENDIX II

• There will be no other unforeseen factors or force majeure, which would adversely affect the Group’s businesses during the forecast period; and

• The Profit Forecast does not include any gain on debt restructuring with China Orient Assets Management Corporation (the COAMC ) due to the uncertainty of the timing when the final agreement could be reached between the Group and COAMC. Please refer to below for details:

Prior to the incorporation of the Company on 8 October 2006, the predecessor of CCCG were contracted to undertake certain construction projects in Iraq in the 1980s. Such construction projects were also financed by loans originally provided by Bank of China. Since the Gulf War in 1990, the receivables arising from the completed construction projects were not settled by the Iraq Government, and then fully provided for impairment as the receivables were not expected to be recovered. At the meantime, the principal and interest of the loans borrowed from Bank of China, which was subsequently transferred to COAMC from Bank of China in 2000, were also not settled. In connection with the group reorganisation of CCCG and the incorporation of the Company, the receivables (including the provision for impairment) and loans were all transferred to the Company.

On 1 April 2010, the committee of Chinese creditors (including the Company) in relation to the Iraqi construction receivables and the Finance Ministry of Iraq (on behalf of the Iraqi government) entered into 《中方企業債權人委員會和伊拉克共 和國雙邊協定》 (Bilateral Agreement between the committee of Chinese creditors in relation to the Iraqi construction receivables and the Republic of Iraq) (the “Bilateral Agreement”) in Beijing, the PRC. According to the Bilateral Agreement, 80% of the outstanding receivable balances as of 30 June 2007 would be waived. Ways to determine the interest arising from the remaining receivable balances and the repayment schedule were also stipulated in the Bilateral Agreement.

In response to the bilateral agreement to settle the long overdue debtors with Iraq government, the Ministry of Finance of the PRC released a notice for the settlement of the domestic debts in relation with the Iraq construction projects in November 2010. According to the notice, 80% of the debts balance as of 31 December 2004 should be waived by the creditor, and the interest charge and the repayment terms of the remaining debts are also set out in the notice. Up to the date of the circular, the Company has not entered into a debt restructuring agreement with COAMC. If the debts restructuring agreement would be signed between the Group and COAMC in 2011 and if the terms could follow those in the notice mentioned above, a gain on debts restructuring of approximately RMB1,029 million should have been recognised in the forecast period. However, the Profit Forecast does not include the gain on debt restructuring due to the uncertainty of the timing when the agreement could be reached.

• 37 -

PROFIT FORECAST

APPENDIX II

The following is the text of the letter from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for inclusion in this circular.

3. LETTER FROM PRICEWATERHOUSECOOPERS

==> picture [122 x 53] intentionally omitted <==

9 March 2011

The Directors

China Communications Construction Company Limited

Dear Sirs,

We have reviewed the calculations of and accounting policies adopted in arriving at the forecast of the consolidated profit attributable to the equity holders of China Communications Construction Company Limited (the “ Company ”) for the year ending 31 December 2011 (the “ Profit Forecast ”) as set out in the subsection headed “(2). HK Profit Forecast” in the section headed “F. Profit Forecast” in the announcement of the Company dated 9 March 2011 (the “ Announcement ”).

We conducted our work in accordance with Auditing Guideline 3.341 on “Accountants’ Report on Profit Forecasts” issued by the Hong Kong Institute of Certified Public Accountants.

The Profit Forecast, for which the directors of the Company (the “ Directors ”) are solely responsible, has been prepared by them based on a forecast of the consolidated results of the Company and its subsidiaries (hereinafter collectively referred to as the “ Group ”) for the year ending 31 December 2011.

In our opinion, the Profit Forecast, so far as the calculations and accounting policies are concerned, has been properly compiled in accordance with the bases and assumptions made by the Directors as set out in the subsection headed “(2). HK Profit Forecast” in the section headed “F. Profit Forecast” in the Announcement and is presented on a basis consistent in all material respects with the accounting policies adopted by the Group as set out in the Company’s annual consolidated financial statements prepared in accordance with the International Financial Reporting Standards for the year ended 31 December 2010, and the new accounting standards that are effective for the year ending 31 December 2011, where applicable.

Yours faithfully,

PricewaterhouseCoopers Certified Public Accountants Hong Kong, 9 March 2011

• 38 -

PROFIT FORECAST

APPENDIX II

The following is the text of the letter from the Board in connection with the PRC Profit Forecast and the HK Profit Forecast for inclusion in this circular.

4. LETTER FROM THE BOARD

==> picture [73 x 76] 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)

9 March 2011

To the Shareholders

Dear Sir or Madam,

We refer to the circular of the Company dated 10 March 2011 (the “ Circular ”), of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used herein.

We hereby confirm that the Board has made the PRC Profit Forecast and the HK Profit Forecast, for which the Directors are solely responsible, after due and careful enquiry.

Yours faithfully,

For and on behalf of the Board of

China Communications Construction Company Limited

Zhou Jichang

Chairman

• 39 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

The proposed amendments to the Articles to be adopted for use after the EGM and before the listing of the A Shares of the Company are set out below:

1. The existing preamble of the Articles, which reads,

“Approved at the EGM of China Communications Construction Company Limited on 8 October 2006 ”

are proposed to be amended as

“Approved at the EGM of China Communications Construction Company Limited on 8 October 2006 with the first and the second amendments made at the AGM of 2008 of China Communications Construction Company Limited on 18 June 2009 and the Second EGM of 2011 of China Communications Construction Company Limited on 25 March 2011”

1. The original Notes after the content, which reads,

“Note: In the margin notes to the provisions of the Articles of Association, the “Mandatory Provisions” refers to the Mandatory Provisions for Articles of Association of Companies Listed Overseas (Zheng Wei Fa [1994] No.21) jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; “Supplementary Opinions” refers to the Circular Regarding Comments on the Amendments to Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han [1995] No.1) jointly issued by the Overseas-Listing Department of the China Securities Regulatory Commission and the Production System Department of the former State Commission for Restructuring the Economic System. “Guidelines on Articles” refers to the Guidelines on Articles of Association of Listed Companies (revised 2006) (Zheng Jian Gong Si Zi [2006] No.38) issued by the China Securities Regulatory Commission. “Rules for the General Meetings of Shareholders” refers to the Rules for the General Meetings of Shareholders of Listed Companies (Zheng Jian Fa [2006] No.21) issued by the China Securities Regulatory Commission. “Guiding Opinions of Independent Directors” refers to the “Guiding Opinions on the Establishment of a System of Independent Directors by Listed Companies” (Zheng Jian Fa [2001] No.102) issued by the China Securities Regulatory Commission. “Model Proceedings of Boards of Directors” and “Model Proceedings of Supervisory Committees” refer to the Model Proceedings of Boards of Directors of Listed Companies and the Model Proceedings of Supervisory Committees of Listed Companies issued by Shanghai Stock Exchange respectively. “Appendices 3 and 13D to the Main Board Listing Rules” refers to the Appendices to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.”

• 40 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

be amended as

“Note: In the margin notes to the provisions of the Articles of Association, the “Mandatory Provisions” refers to the Mandatory Provisions for Articles of Association of Companies Listed Overseas (Zheng Wei Fa [1994] No.21) jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; “Supplementary Opinions” refers to the Circular Regarding Comments on the Amendments to Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han [1995] No.1) jointly issued by the Overseas-Listing Department of the China Securities Regulatory Commission and the Production System Department of the former State Commission for Restructuring the Economic System. “Guidelines on Articles” refers to the Guidelines on Articles of Association of Listed Companies (revised 2006) (Zheng Jian Gong Si Zi [2006] No.38) issued by the China Securities Regulatory Commission. “Rules for the General Meetings of Shareholders” refers to the Rules for the General Meetings of Shareholders of Listed Companies (Zheng Jian Fa [2006] No.21) issued by the China Securities Regulatory Commission. “Guiding Opinions of Independent Directors” refers to the “Guiding Opinions on the Establishment of a System of Independent Directors by Listed Companies” (Zheng Jian Fa [2001] No.102) issued by the China Securities Regulatory Commission. “Listing Rules” refers to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (revised 2008) issued by the Shanghai Stock Exchange. “Model Proceedings of Boards of Directors” and “Model Proceedings of Supervisory Committees” refer to the Model Proceedings of Boards of Directors of Listed Companies and the Model Proceedings of Supervisory Committees of Listed Companies issued by Shanghai Stock Exchange respectively. “Appendices 3 and 13D to the Main Board Listing Rules” refers to the Appendices to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited.”

1. It is proposed to add a new article as Article 1, which reads,

“These Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China) (hereinafter referred to as the “Securities Law”), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas (hereinafter referred to as the “Mandatory Provisions”), the Guidelines on Articles of Association of Listed Companies (hereinafter referred to as the “Guidelines on Articles”) and other relevant requirements with an aim to safeguard the legal interests of China Communications Construction Company Limited (hereinafter referred to as the “Company”), its shareholders and creditors and regulate the organisation and acts of the Company.”

• 41 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 1 is proposed to be renumbered as Article 2, and the first paragraph of the existing Article 1, which reads,

“China Communications Construction Company Limited (the “Company”) is a joint stock limited company incorporated in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China, the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas (the “Mandatory Provisions”), the Guidelines on Articles of Association of Listed Companies (the “Guidelines on Articles”) and other related laws and administrative rules of the PRC.”

is proposed to be amended as

“The Company is a joint stock limited company incorporated in accordance with the Company Law, the Securities Law, the Special Regulations and other related laws and administrative rules of the PRC.”

1. The existing Article 2 is proposed to be renumbered as Article 3.

2. The existing Article 3 is proposed to be renumbered as Article 4.

3. The existing Article 4 is proposed to be renumbered as Article 5.

4. The existing Article 5 is proposed to be renumbered as Article 6 and with addition of the following paragraph added as the second paragraph of the existing Article 5,

“The properties of the Company shall be divided into shares of equal value. Shareholders shall be liable to the Company to the extent of the shares subscribed. The Company shall be liable for its debts and shall cover such debts with all its available properties.”

1. The existing Article 6 is proposed to be renumbered as Article 7 with the first paragraph, which reads,

“These Articles of Association are passed by way of a special resolution at the general meeting of the Company with the approval of the relevant authorities of the State, and come into effect from the date of listing and trading of the Company’s overseas listed foreign shares on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “SEHK”).”

• 42 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be amended as

“These Articles of Association are passed by way of a special resolution at the general meeting of the Company, and come into effect upon the approval of the relevant authorities of the State.”

and the wordings “Article 274” as referred to in the third paragraph of the existing Article 6 are proposed to be replaced by “Article 276”.

1. The existing Article 7 is proposed to be renumbered as Article 8.

2. The existing Article 8 is proposed to be renumbered as Article 9.

3. The existing Article 9 is proposed to be renumbered as Article 10.

4. The existing Article 10 is proposed to be renumbered as Article 11.

5. The existing Article 11, which reads,

“The scope of business of the Company shall be that as approved by the competent authority in charge of the Company’s registration.

The scope of business of the Company includes: Permitted business: secondment of labour abroad to implement offshore works (for the period ending 24 October 2011)

General businesses:

• (I) The general contracting of the construction projects of ports, seaways, highways and bridges;

• (II) Technological research and consultation;

• (III) Technological design, surveying, design, construction, supervision as well as the purchase, supply and installation of the relevant integrated equipment and materials;

• (IV) General contracting of the construction projects of industrial and civil construction, railways, metallurgy, petrochemical, tunnels, electricity, mines, water conservancy, municipal facilities;

• (V) General contracting of the building of all types of professional vessels;

• 43 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (VI) Leasing and maintenance of professional vessels and construction machinery;

• (VII) Professional services in relation to towing, and offshore engineering;

• (VIII) Technical consultation services of vessels and ancillary equipment of ports;

• (IX) Import and export business;

• (X) Real estate development and property management;

• (XI) International technological co-operation and communication;

• (XII) Investment and management of logistics, transportation, hotels, tourism business.”

is proposed to be renumbered as Article 12 and be amended as

“The scope of business of the Company shall be that as approved by the competent authority in charge of the Company’s registration.

The scope of business of the Company includes: Permitted business: secondment of labour abroad to implement offshore works

General businesses:

• (I) The general contracting of the construction projects of ports, seaways, highways and bridges;

• (II) Technological research and consultation;

• (III) Technological design, surveying, design, construction, supervision as well as the purchase, supply and installation of the relevant integrated equipment and materials;

• (IV) General contracting of the construction projects of industrial and civil construction, railways, metallurgy, petrochemical, tunnels, electricity, mines, water conservancy, municipal facilities;

• (V) General contracting of the building of all types of professional vessels;

• (VI) Leasing and maintenance of professional vessels and construction machinery;

• (VII) Professional services in relation to towing, and offshore engineering;

• 44 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

(VIII) Technical consultation services of vessels and ancillary equipment of ports;

• (IX) Import and export business;

• (X) Real estate development and property management;

• (XI) International technological co-operation and communication;

• (XII) Investment and management of logistics, transportation, hotels, tourism business.”

The Company could adjust its scope of business and handle relevant formalities for such an adjustment as required in light of the market conditions both at home and abroad, the development of its business and its self-capacity.”

1. The existing Article 12 is proposed to be renumbered as Article 13.

2. The existing Article 13 is proposed to be renumbered as Article 14.

3. The existing Article 14 is proposed to be renumbered as Article 15.

4. The existing Article 15 is proposed to be renumbered as Article 16.

5. The existing Article 16 is proposed to be renumbered as Article 17, with the first paragraph of the existing Article 16, which reads,

“Shares issued by the Company to domestic investors for subscription in Renminbi are referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign shares. Foreign shares listed overseas are referred to as overseas listed foreign shares.”

is proposed to be amended as

“Shares issued by the Company to domestic investors for subscription in Renminbi are referred to as domestic shares. Domestic shares listed in the PRC are referred to as PRC listed domestic shares (A Shares). Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign shares. Foreign shares listed overseas are referred to as overseas listed foreign shares. Foreign shares issued by the Company to overseas investors which are denominated in Renminbi, subscribed for in HKD and listed on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “SEHK”) are referred to as H Shares.”

• 45 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 17 is proposed to be renumbered as Article 18.

21. The existing Article 18, which reads

“Upon its establishment and subject to the approval from the competent authority of securities under the State Council, the Company may issue 3,500,000,000 overseas listed foreign shares. Pursuant to the Provisional Administrative Measure on Reduction of State-owned Shares to Raise Social Security Fund and relevant requirements of the State Council, the state-owned Shareholders of the Company will transfer 350,000,000 state-owned shares held by it to the National Council for Social Security Fund of the PRC while issuing overseas listed foreign shares. Subject to market conditions, the Company may issue up to 4,025,000,000 overseas listed foreign shares pursuant to an over-allotment option. Should the over-allotment option be exercised, the state-owned Shareholders may transfer up to 402,500,000 state-owned shares to the National Council for Social Security Fund of the PRC.”

Subsequent to the completion of the above issuance, if the over-allotment option is not exercised, the shareholding structure of the Company is as follows: 10,397,500,000 shares held by China Communications Construction Group (Limited), representing 70.13% of the total share capital; 402,500,000 shares held by the National Council for Social Security Fund of the PRC, representing 2.72% of the total share capital; and 4,025,000,000 shares held by holders of the overseas listed foreign shares, representing 27.15% of the total share capital.

Subsequent to the completion of the above issuance, if the over-allotment option is exercised in full, the shareholding structure of the Company is as follows: 10,397,500,000 shares held by China Communications Construction Group (Limited), representing 70.13% of the total share capital; 402,500,000 shares held by the National Council for Social Security Fund of the PRC, representing 2.72% of the total share capital; and 4,025,000,000 shares held by holders of the overseas listed foreign shares, representing 27.15% of the total share capital.

Subject to the approval from the competent authority of securities under the State Council, the Company may issue domestic shares upon completion of the above issuance.

Upon its establishment and with the approval from the competent authority of securities under the State Council, the Company issued 4,025,000,000 overseas listed foreign shares (H Shares) in 2006 (taking into account the shares issued pursuant to the exercise of the over-allotment option).”

• 46 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be renumbered as Article 19 and be amended as

“Upon its establishment and with the approval from the competent authority of securities under the State Council, the Company issued 4,025,000,000 overseas listed foreign shares (H Shares) in 2006 (taking into account the shares issued pursuant to the exercise of the over-allotment option).

Subsequent to the completion of the above issuance, the registered share capital of the Company is $14,825,000,000, and the shareholding structure of the Company is as follows: 10,397,500,000 shares held by China Communications Construction Group (Limited), representing 70.13% of the total share capital; 402,500,000 shares held by the National Council for Social Security Fund of the PRC, representing 2.72% of the total share capital; and 4,025,000,000 shares held by holders of overseas listed foreign shares, representing 27.15% of the total share capital.

Subject to the approval from the competent authority of securities under the State Council, the Company may issue domestic shares upon completion of the above issuance.”

1. The existing Article 19, which reads,

“Should the Company issue domestic shares listed on the stock exchange(s) in the PRC, such domestic shares in issue shall be centralized and held in custody by the China Securities Depository & Clearing Corporation Limited.”

is proposed to be renumbered as Article 20 and be amended as

“The domestic shares issued by the Company shall be centralized and held in custody by the China Securities Depository and Clearing Corporation Limited.

H Shares of the Company shall either be held by the central depository of Hong Kong Securities Clearing Company Limited or held by individual Shareholders in their own names.”

1. The existing Article 20 is proposed to be renumbered as Article 21.

2. The existing Article 21 is proposed to be renumbered as Article 22.

3. The existing Article 22 is proposed to be renumbered as Article 23.

4. The existing Article 23 is proposed to be renumbered as Article 24.

5. The existing Article 24 is proposed to be renumbered as Article 25.

6. The existing Article 25 is proposed to be renumbered as Article 26.

7. 47 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 26 is proposed to be renumbered as Article 27, with the first paragraph of the existing Article 26, which reads,

“Where a Director, Supervisor, a member of senior management of the Company or any Shareholder holding more than 5% of the Company’s shares sells his or her shares of the Company within 6 months after purchase of such shares, or re-purchases the shares within 6 months after selling such shares, the proceeds generated therefrom shall vest in the Company, and hence, the Board of Directors of the Company is entitled to claim the proceeds back.”

and be amended as

“Where a Director, Supervisor, a member of senior management of the Company or any Shareholder, holding more than 5% of the Company’s shares sells his or her shares of the Company within 6 months after purchase of such shares, or re-purchases the shares within 6 months after selling such shares, the proceeds generated therefrom shall vest in the Company, and hence, the Board of Directors of the Company is entitled to claim the proceeds back. However, a securities company holding more than 5% of the Company’s shares as a result of underwriting the remaining offer shares of the Company shall not be subject to this 6-month restriction.”

1. The existing Article 27 is proposed to be renumbered as Article 28.

2. The existing Article 28 is proposed to be renumbered as Article 29.

3. The existing Article 29 is proposed to be renumbered as Article 30, with the second paragraph of the existing Article 29, which reads,

“The Company shall notify its creditors within 10 days after passing the resolution for the reduction of the registered capital and shall announce at least 3 times in newspapers recognized by the Shanghai Stock Exchange and the SEHK within 30 days after receipt of the notices or for those not receiving the notices, within 90 days after the publication of the first announcement, the creditors are entitled to require the Company to repay the debts or to provide corresponding guarantees.”

is proposed to be amended as

“The Company shall notify its creditors within 10 days after the passing of the resolution for the reduction of the registered capital and shall announce in newspapers recognized by the stock exchange(s) in the jurisdiction where the Shares of the Company are listed within 30 days after receipt of the notices or for those not receiving the notices, within 45 days after the publication of the first announcement, the creditors are entitled to require the Company to repay debts or to provide corresponding guarantees.”

• 48 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 30 is proposed to be renumbered as Article 31.

2. The existing Article 31, which reads,

“The Company may, with the approval of competent authorities of the PRC, repurchase its Shares in one of the following ways:

• i. making a general offer of repurchase to all of its Shareholders in proportion to their shareholdings;

• ii. repurchase of shares through public dealing on a stock exchange;

• iii. repurchase by an off-market agreement”

is proposed to be renumbered as Article 32 and be amended as

“The Company may, with the approval of competent authorities of the PRC, repurchase its Shares in one of the following ways:

• (1) making a general offer of repurchase to all of its Shareholders in proportion to their shareholdings;

• (2) repurchase of shares through public dealing on a stock exchange;

• (3) repurchase by an off-market agreement;

• (4) other means permitted by relevant regulatory authorities.”

• The existing Article 32 is proposed to be renumbered as Article 33 with the wordings “Article 30” as referred to in the first and second paragraph of the existing Article 32 are proposed to be amended as “Article 31”.

• The existing Article 33 is proposed to be renumbered as Article 34.

• The existing Article 34 is proposed to be renumbered as Article 35.

• The existing Article 35 is proposed to be renumbered as Article 36.

• The existing Article 36 is proposed to be renumbered as Article 37 with the third paragraph of the existing Article 36, which reads,

• “This Article shall not apply to the circumstances as stipulated in Article 38 herein.”

• 49 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

be amended as

“This Article shall not apply to the circumstances as stipulated in Article 39 of the Articles of Association.”

1. The existing Article 37 is proposed to be renumbered as Article 38.

2. The existing Article 38 is proposed to be renumbered as Article 39 with the wordings “Article 36” as referred to in the first paragraph of the existing Article 38 are proposed to be replaced by “Article 37”.

3. The existing Article 39 is proposed to be renumbered as Article 40 with the addition of the following paragraph added as the third paragraph of the existing Article 39:

“The Company may issue foreign listed shares in form of foreign depository receipts or other derivative means in accordance with the laws and the practice of registration and depository of securities in the jurisdiction where the Company is listed.”

1. The existing Article 40 is proposed to be renumbered as Article 41 with the addition of the following paragraph added as the second paragraph of the existing Article 40:

“Where the shares of the Company are issued and traded in scripless way, it shall be in accordance with the laws of the jurisdiction where the Company is listed or as otherwise required by the governing authorities.”

1. The existing Article 41 is proposed to be renumbered as Article 42 with the first paragraph of the existing Article 41, which reads,

“The Company shall maintain the register of Shareholders and register the following particulars:

1. The name, the address, occupation or nature of each Shareholder;

2. The class and the number of shares held by each Shareholder;

3. The amounts paid or payable for the shares held by each Shareholder;

4. The serial number of the shares held by each Shareholder;

5. The date on which any person is entered in the register as a Shareholder;

6. The date on which any person ceases to be a Shareholder.”

7. 50 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

be amended as

“The Company shall maintain the register of Shareholders based on the evidences provided by the securities registration bodies and register the following particulars:

1. The name, the address, occupation or nature of each Shareholder;

2. The class and the number of shares held by each Shareholder;

3. The amount paid or payable for the shares held by each Shareholder;

4. The serial number of the shares held by each Shareholder;

5. The date on which any person is entered in the register as a Shareholder;

6. The date on which any person ceases to be a Shareholder.”

7. The existing Article 42 is proposed to be renumbered as Article 43.

8. The existing Article 43 is proposed to be renumbered as Article 44.

9. The existing Article 44 is proposed to be renumbered as Article 45.

10. The existing Article 45 is proposed to be renumbered as Article 46.

11. The existing Article 46, which reads,

“No registration of the changes in share transfer shall be made in the register of Shareholders within 30 days prior to a general meeting or within 5 days prior to the record date for determining the distribution of dividends by the Company.”

is proposed to be renumbered as Article 47 and be amended as

“No registration of the changes in share transfer shall be made in the register of Shareholders within 30 days prior to a general meeting or within 5 days prior to the record date for determining the distribution of dividends by the Company. This Article shall not apply to the registration of any changes arising from the capital increment by the Company in accordance with Article 28 of the Articles.”

1. The existing Article 47 is proposed to be renumbered as Article 48.

2. The existing Article 48 is proposed to be renumbered as Article 49.

3. 51 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 49 is proposed to be renumbered as Article 50.

2. The existing Article 50 is proposed to be renumbered as Article 51.

3. The existing Article 51 is proposed to be renumbered as Article 52.

4. The existing Article 52 is proposed to be renumbered as Article 53 with the addition of the following paragraph added as the fourth paragraph of the existing Article 52,

“Where more than two persons are registered as joint Shareholders of any share, they shall be deemed to be considered as the joint owners of the relevant shares and shall be subject to the following terms:

• (1) The Company may not register more than four persons as joint Shareholders of any share;

• (2) All joint Shareholders of any share shall assume joint liabilities for all monies payable for the relevant shares.”

and accordingly the fourth and fifth paragraph of the existing Article 52 are proposed to be renumbered as fifth and sixth paragraph of the existing Article 53.

1. The existing Article 53 is proposed to be renumbered as Article 54.

2. The existing Article 54, which reads,

“A Shareholder who proposes to inspect relevant information mentioned in the preceding Article or to obtain information shall produce written supporting documents to prove to the Company the nature and number of the Company’s shares held by him. The Company shall provide the information as requested by the Shareholder upon verification of his capacity as a Shareholder.”

is proposed to be renumbered as Article 55 and be amended as

“A Shareholder who proposes to inspect relevant information mentioned in the preceding Article or to obtain information shall produce written supporting documents to prove to the Company the nature and number of the Company’s shares held by him. The Company shall provide the information as requested by the Shareholder upon verification of his capacity as a Shareholder and charge reasonable fees for the provision of copies of the aforementioned information.”

1. The existing Article 55 is proposed to be renumbered as Article 56.

2. 52 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

1. The existing Article 56 is proposed to be renumbered as Article 57.

2. The existing Article 57 is proposed to be renumbered as Article 58.

3. The existing Article 58 is proposed to be renumbered as Article 59.

4. The existing Article 59 is proposed to be renumbered as Article 60.

5. The existing Article 60 is proposed to be renumbered as Article 61.

6. The existing Article 61 is proposed to be deleted.

7. The existing Article 63, which reads,

8. “The general meeting shall discharge the following functions and duties:

9. (1) To determine the operating objectives and investment plans of the Company;

10. (2) To elect and replace Directors and decide on the matters relating to the remuneration of Directors;

11. (3) To elect and replace Supervisors who are Shareholders’ representative and decide on the matters relating to the remuneration of Supervisors;

12. (4) To consider and approve the report of the Board of Directors;

13. (5) To consider and approve the report of the Supervisory Board;

14. (6) To consider and approve the annual financial budgets and final accounts of the Company;

15. (7) To consider and approve the proposals for profit distribution and loss recovery;

16. (8) To resolve on the increase or reduction of the Company’s registered capital;

17. (9) To resolve on the merger, division, dissolution or liquidation of the Company or any change of the Company’s structure;

18. (10) To resolve on the issue of debentures of the Company;

19. (11) To resolve on the engagement, termination of engagement or non-renewal of engagement of the accountants of the Company;

20. (12) To amend the Articles of Association;

21. 53 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

• (13) To consider and approve the matters regarding guarantee as mentioned in Article 64;

• (14) To consider matters regarding the acquisition or disposal of any major assets by the Company within one year, of which the amount exceeds 30% of the latest audited total assets of the Company;

• (15) To consider and approve matters regarding the change of the use of proceeds from equity-fund raising activities;

• (16) To consider the share option incentive scheme;

• (17) To examine proposals from Shareholders representing 3% or more of voting shares in the Company;

• (18) To consider any other matters required to be resolved at the general meeting by laws, administrative regulations, departmental rules and regulations or the Articles of Association.”

is proposed to be amended as

• “The general meeting shall discharge the following functions and duties:

• (1) To determine the operating objectives and investment plans of the Company;

• (2) To elect and replace Directors and decide on the matters relating to the remuneration of Directors;

• (3) To elect and replace Supervisors who are Shareholders’ representative and decide on the matters relating to the remuneration of Supervisors;

• (4) To consider and approve the report of the Board of Directors;

• (5) To consider and approve the report of the Supervisory Board;

• (6) To consider and approve the annual financial budgets and final accounts of the Company;

• (7) To consider and approve the proposals for profit distribution and loss recovery;

• (8) To resolve on the increase or reduction of the Company’s registered capital;

• (9) To resolve on the merger, division, dissolution or liquidation of the Company or any change of the Company’s structure;

• 54 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (10) To resolve on the issue of debentures of the Company;

• (11) To resolve on the engagement, termination of engagement or non-renewal of engagement of the accountants of the Company;

• (12) To amend the Articles of Association;

• (13) To consider and approve the matters regarding guarantee as mentioned in Article 64 of the Articles of Association;

• (14) To consider matters regarding the acquisition or disposal of any major assets by the Company within one year, of which the amount exceeds 30% of the latest audited total assets of the Company;

• (15) To consider and approve matters regarding the change of the use of proceeds from equity-fund raising activities;

• (16) To consider the share option incentive scheme;

• (17) To examine proposals from Shareholders representing 3% or more of voting shares in the Company;

• (18) To consider any other matters required to be resolved at the general meeting by laws, administrative regulations, departmental rules and regulations, regulatory rules in the jurisdiction where the Company is listed or the Articles of Association.

The foregoing functions and duties of the general meeting shall not be exercised by the Board of Directors or any other body or individual on its behalf by means of authorization.”

1. The existing Article 64, which reads,

“The following external guarantees to be provided by the Company shall be considered and approved at a general meeting.

• (1) Any provision of guarantee, where the total amount of external guarantees provided by the Company and its controlling subsidiaries reaches or exceeds 50% of the latest audited net assets;

• (2) Any provision of guarantee, where the total amount of external guarantees provided by the Company reaches or exceeds 30% of the latest audited total assets;

• (3) Provision of guarantee to anyone whose liability-asset ratio exceeds 70%;

• 55 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (4) Provision of a single guarantee the amount of which exceeds 10% of the latest audited net assets;

• (5) Provision of guarantee to Shareholders, de facto controllers and their connected parties.”

is proposed to be amended as

“The following external guarantees to be provided by the Company shall be considered and approved at a general meeting.

• (1) Any provision of guarantee, where the total amount of external guarantees provided by the Company and its controlling subsidiaries reaches or exceeds 50% of the latest audited net assets;

• (2) Any provision of guarantee, where the total amount of external guarantees provided by the Company reaches or exceeds 30% of the latest audited total assets;

• (3) Provision of guarantee to anyone whose liability-asset ratio exceeds 70%;

• (4) Provision of a single guarantee the amount of which exceeds 10% of the latest audited net assets;

• (5) Provision of guarantee the amount of which exceeds 30% of the latest audited total assets of the Company on an accumulative basis for 12 consecutive months;

• (6) Provision of guarantee the amount of which exceeds 50% of the latest audited net assets of the Company on an accumulative basis for 12 consecutive months;

• (7) Provision of guarantee to Shareholders, de facto controllers and their connected parties;

• (8) Other guarantees required to be considered and approved at a general meeting as stipulated by the regulatory authorities or stock exchanges where the shares of the Company are listed.

The aforementioned “external guarantees” refer to the provision of guarantees by the Company in favour of other persons, including guarantees provided by the Company in favour of its controlling subsidiaries. “The total amount of external guarantees provided by the Company and its controlling subsidiaries” refer to the sum of the total amount of external guarantees provided by the Company, including those in favour of its controlling subsidiaries, and the total amount of external guarantees provided by its controlling subsidiaries.”

• 56 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 65, which reads,

“Unless prior approval of the Shareholders’ meeting is obtained, the Company shall not enter into any contract with any person other than a Director, Supervisor, President or other senior management personnel of the Company to entrust the management of all or a material part of the businesses of the Company to such person.”

be amended as

“Unless under crisis situations or other special circumstances, prior approval of the Shareholders’ meeting shall be obtained before the Company enters into any contract with any person other than a Director, Supervisor, President or other senior management personnel of the Company to entrust the management of all or a material part of the businesses of the Company to such person.”

1. The existing Article 66, which reads,

“Shareholders’ general meeting includes the annual general meeting and extraordinary general meeting. The annual general meeting is held once a year, and shall take place within six months following the end of the previous accounting year.”

be amended as

“Shareholders’ general meeting includes the AGM (annual general meeting, similarly hereinafter) and extraordinary general meeting. The AGM is held once a year, and shall take place within six months following the end of the previous accounting year.”

1. The existing Article 67, which reads

“The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:

• (1) where the number of Directors is less than the number stipulated in Company law or two third of the number required by these Articles of Association;

• (2) where the irretrievable losses of the Company amount to one-third of its total paid up share capital;

• (3) where Shareholder(s) individually or jointly holding more than 10% of the Company’s shares make a request;

• (4) wherever the Board deems it necessary, or the Supervisory Committee suggests, to convene an extraordinary general meeting;

• 57 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (5) where two or more independent Directors propose to convene an extraordinary general meeting;

• (6) other circumstances stipulated in the relevant laws, administrative regulations, departmental rules or the Articles of Association.”

is proposed to be amended as

“The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:

• (1) where the number of Directors is less than the number stipulated in Company law or two third of the number required by this Articles of Association;

• (2) where the irretrievable losses of the Company amount to one-third of its total paid up share capital;

• (3) where Shareholder(s) individually or jointly holding more than 10% of the Company’s shares make a request;

• (4) wherever the Board deems it necessary, or the Supervisory Committee suggests, to convene an extraordinary general meeting;

• (5) other circumstances stipulated in the relevant laws, administrative regulations, departmental rules or the Articles of Association.”

The convening Shareholders shall, at the time of giving notice of the Shareholders’ general meeting and announcing the resolutions of the Shareholders’ general meeting, submit the relevant supporting material to the dispatched office of the CSRC and the stock exchange at the locality of the Company.”

1. The existing Article 77, which reads,

“When the annual general meeting is held, the Shareholders solely or collectively holding more than 3% of the Company’s shares shall have the right to put forward a proposal to the Company.

Shareholders solely or collectively holding more than 3% of the Company’s shares shall have the right to put forward a provisional proposal and submit in writing to the convener 10 days prior to the holding of the annual general meeting. The convener shall issue a general meeting supplementary notice detailing the provisional proposal within two days after the proposal is received.

• 58 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

Save for the situation as stated in the previous paragraph, after the issue of the notice of Shareholders’ general meeting, no amendments shall be made by the convener on the motions specified in the notice of annual general meeting or add new motions.

Motions which have not been specified in the notice of annual general meeting or which have not complied with the provisions under Article 76 of these Articles of Association shall not be voted or resolved in the general meeting.”

is proposed to be amended as

“When the general meeting is held, the Board of Directors, the Supervisory Committee and the Shareholders solely or collectively holding more than 3% of the Company’s shares, shall have the right to put forward a proposal to the Company.

Shareholders solely or collectively holding more than 3% of the Company’s shares shall have the right to put forward a provisional proposal and submit in writing to the convener 10 days prior to the holding of the general meeting. The convener shall issue a general meeting supplementary notice detailing the provisional proposal within two days after the proposal is received.

Save for the situation as stated in the previous paragraph, after the issue of the notice of Shareholders’ general meeting, no amendments shall be made by the convener on the motions specified in the notice of general meeting or add new motions.

Motions which have not been specified in the notice of general meeting or which have not complied with the provisions under Article 76 of these Articles of Association shall not be voted or resolved in the general meeting.”

1. The second paragraph of the existing Article 78, which reads,

“Notice of a Shareholders’ general meeting shall be served on each Shareholder, whether or not entitled to vote thereat, by personal delivery or prepaid mail to the Shareholder at his address, as shown in the register of Shareholders. For holders of domestic shares, notice of the Shareholders’ general meetings may be given by public announcement.”

is proposed to be replaced by the following paragraph:

“The notice of Shareholders’ general meeting shall be delivered by any means as permitted by the stock exchanges on which the shares of the Company are listed (including, but not limited to, by post, email, facsimile, announcement or publish on the website of the Company and/or the website(s) of the stock exchange(s) on which the shares of the Company are listed). If delivered by post, the address of the recipient shall be the address registered in the register of Shareholders.”

and the sub-clause three of the existing Article 78 is proposed to be deleted.

• 59 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 83, which reads,

“After giving the notice of Shareholders’ general meeting, such meeting shall not be postponed or cancelled and the proposal set out in the notice shall not be cancelled without proper reasons. In the case of any postponement or cancellation of the meeting, the convener shall make an announcement and give the reasons therefore at least 2 working days prior to the date on which the meeting is originally scheduled.”

is proposed to be amended as

“After giving the notice of Shareholders’ general meeting, such meeting shall not be postponed or cancelled and the proposal set out in the notice shall not be cancelled without proper reasons. In the case of any postponement or cancellation of the meeting, the convener shall make an announcement and give the reasons therefore at least 2 working days prior to the date on which the meeting is originally scheduled. If the meeting was postponed, the announcement shall also state the postponed convening date. Other requirements of the listing rules at the listing place of the Company in connection with the aforementioned matter shall be observed.”

1. The existing Article 94, which reads,

“When convening Shareholders’ general meeting, all Directors, Supervisors and the secretary to the Board of Directors of the Company shall attend the meeting. President and other senior management personnel shall attend the meeting as participants.”

is proposed to be amended as

“When convening Shareholders’ general meeting, all Directors, Supervisors and the secretary to the Board of Directors of the Company shall attend the meeting. President and other senior management personnel, unless with proper reasons, shall attend the meeting as participants.”

1. The wordings “more than half” as referred to in the second paragraph of the existing Article 103 are proposed to be replaced by the wordings “majority”.

2. The existing Article 105, which reads,

“Votes of the Shareholders’ meeting shall be taken by showing hands for resolutions, unless requested by the listing rules of the place where the shares of the Company are listed or the following persons require voting by poll before or after any vote by showing hands:

• (1) the chairman of the meeting;

• 60 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (2) at least two Shareholders with voting rights or their proxies; or

• (3) one or several Shareholders (including proxies) holding jointly or separately 10% (inclusive) or more of the shares carrying the right to vote at the meeting.

Unless somebody proposes voting by ballot, the chairman of the meeting shall declare whether the proposal has been adopted according to the results of the vote by showing hands, and shall record the same in the minutes of the meeting, which shall serve as the final evidence without having to state the number or proportion of the votes for or against resolution adopted at the meeting.

The request to vote by poll can be withdrawn by the proposer.”

is proposed to be amended as

“Shareholders’ general meeting adopts voting by ballot or other methods as required by the listing rules at the listing place of the Company.”

1. The existing Article 108, which reads,

“In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to an additional vote.”

is proposed to be deleted.

1. The existing Article 109 is proposed to be renumbered as Article 108, with the sub-clause four of the existing Article 109, which reads,

“(4) annual budget and final accounts reports, balance sheets and profit and loss accounts and other financial statements;”

is proposed to be amended as

“(4) annual budget and final accounts reports, balance sheets and profit and loss accounts and other financial statements of the Company;”

1. The existing Article 110 is proposed to be renumbered as Article 109.

2. The existing Article 111 is proposed to be renumbered as Article 110.

3. The existing Article 112 is proposed to be renumbered as Article 111.

4. The existing Article 113 is proposed to be renumbered as Article 112.

5. 61 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

1. The existing Article 114 is proposed to be renumbered as Article 113.

2. The existing Article 115, which reads,

“The approach and procedures for nomination of candidates for Directors and Supervisors are as follows:

• (1) Shareholder(s) severally or jointly holding more than 3% of the total outstanding issued voting shares of the Company may, by way of a written proposal, put forward to the general meeting about the candidates for Directors and Supervisors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number to be elected. The aforesaid proposal put forward by Shareholders to the Company should be served to the Company at least 14 days before the convening of the general meeting.

• (2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board and the Supervisory Committee may propose a list of recommended candidates for Directors and Supervisors, which shall be submitted to the Board and the Supervisory Committee for examination. After the list of candidates for Directors and Supervisors is determined according to the examination by the Board and the Supervisory Committee and the adoption of a resolution, it should be proposed at a general meeting by way of a written proposal.

• (3) the nomination of independent directors should be made in accordance with the provisions of Article 148 hereof.

• (4) the written materials of the intention to propose a candidate for election as a director or a supervisor, the acceptance of such candidate of his willingness to be nominated and the details and written information of the nominated candidate shall be given to the Company no less than seven days prior to the date of holding the general meeting. The Board and Supervisory Committee shall provide Shareholders with bibliographical details and basic information of the candidates for directors and supervisors.

• (5) the period given by the Company to the relevant nominees and nominated candidates for providing the aforesaid notice and documents shall be no less than seven days (such period shall commence from the day following the date of serving the notice of convening of the general meeting).

• (6) at the general meeting, voting for each candidate for a director and supervisor shall be taken on a one-by-one basis.

• 62 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (7) in the case of any need of addition to or change in any director or supervisor, the Board or the Supervisory Committee shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director or supervisor.”

is proposed to be renumbered as Article 114 and be amended as

“The approach and procedures for nomination of candidates for Directors and Supervisors are as follows:

• (1) Shareholder(s) severally or jointly holding more than 3% of the total outstanding issued voting shares of the Company may, by way of a written proposal, put forward to the general meeting about the candidates for Directors and Supervisors (not being staff representatives). However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number to be elected. The aforesaid proposal put forward by Shareholders to the Company should be served to the Company at least 14 days before the convening of the general meeting.

• (2) within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board and the Supervisory Committee may propose a list of recommended candidates for Directors and Supervisors, which shall be submitted to the Board and the Supervisory Committee for examination. After the list of candidates for Directors and Supervisors is determined according to the examination by the Board and the Supervisory Committee and the adoption of a resolution, it should be proposed at a general meeting by way of a written proposal.

• (3) the nomination of independent directors should be made in accordance with the provisions of Article 147 hereof and a sui generis system for independent directors established by the Company.

• (4) the written materials of the intention to propose a candidate for election as a director or a supervisor, the acceptance of such candidate of his willingness to be nominated and the details and written information of the nominated candidate shall be given to the Company no less than seven days prior to the date of holding the general meeting. The Board and Supervisory Committee shall provide Shareholders with bibliographical details and basic information of the candidates for directors and supervisors.

• (5) the period given by the Company to the relevant nominees and nominated candidates for providing the aforesaid notice and documents shall be no less than seven days (such period shall commence from the day following the date of serving the notice of convening of the general meeting).

• 63 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (6) at the general meeting, voting for each candidate for a director and supervisor shall be taken on a one-by-one basis (unless cumulative voting is applicable).

• (7) in the case of any need of addition to or change in any director or supervisor, the Board or the Supervisory Committee shall be responsible for putting forward a proposal to the general meeting for the selection or change of a director or supervisor.”

• The existing Article 116 is proposed to be renumbered as Article 115.

• The existing Article 117 is proposed to be renumbered as Article 116.

• The existing Article 118 is proposed to be renumbered as Article 117.

• The existing Article 119 is proposed to be renumbered as Article 118.

• The existing Article 120 is proposed to be renumbered as Article 119.

• The existing Article 121 is proposed to be renumbered as Article 120.

• The existing Article 122 is proposed to be renumbered as Article 121.

• The existing Article 123 is proposed to be renumbered as Article 122.

• The existing Article 124, which reads,

“The resolution of the general meeting shall be announced promptly. Such announcement shall specify the number of shareholders present in person or by proxy at the meeting, the total number of voting shares held or represented by them, the percentage of such voting shares in relation to all the voting shares of the Company, the voting methods, the voting result of each proposal, and details of each resolution. The announcement shall include separate statistics of the attendance and voting of holders of domestic shares and foreign shares.”

is proposed to be renumbered as Article 123 and be amended as

“The resolution of the general meeting shall be announced promptly in compliance with the regulations stipulated under the listing rules in the jurisdiction where the Company’s shares are listed. Such announcement shall specify the number of shareholders present in person or by proxy at the meeting, the total number of voting shares held or represented by them, the percentage of such voting shares in relation to all the voting shares of the Company, the voting methods, the voting result of each proposal, and details of each resolution. The announcement shall include separate statistics of the attendance and voting of holders of domestic shares and foreign shares.”

• 64 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

1. The existing Article 125 is proposed to be renumbered as Article 124.

2. The existing Article 126 is proposed to be renumbered as Article 125.

3. The existing Article 127 is proposed to be renumbered as Article 126.

4. The existing Article 128 is proposed to be renumbered as Article 127.

5. The existing Article 129 is proposed to be renumbered as Article 128.

6. The existing Article 130 is proposed to be renumbered as Article 129 and the wordings “Article 132” as referred to in the first paragraph of the existing Article 130 are proposed to be replaced with “Article 130”, the wordings “Article 136” as referred to in the first paragraph of the existing Article 130 are proposed to be replaced with “Article 135” and the wordings “Article 16” as referred to in the third paragraph of the existing Article 130 are proposed to be replaced by “Article 17”.

7. The existing Article 131 is proposed to be renumbered as Article 130.

8. The existing Article 132 is proposed to be renumbered as Article 131 with the wordings “Article 131” as referred to in the first paragraph of the existing Article 132 are proposed to be replaced with the wordings “Article 130”, the wordings “Article 31” as referred to in the sub-clause two and three of the second paragraph of the existing Article 132 are proposed to be renumbered as “Article 32” and the wordings “Article 61” as referred to in the sub-clause one of the second paragraph of the existing Article 132 are proposed to be replaced by the wordings “Article 279”.

9. The existing Article 133 is proposed to be renumbered as Article 132 with the wordings “Article 132” as referred to in the first paragraph of the existing Article 133 are proposed to be replaced by the wordings “Article 131” and the following paragraph is proposed to be added as the second paragraph of the existing Article 133:

“The quorum for a separate class meeting (other than an adjourned meeting) to amend the rights of any class of shares shall be the holders of at least one-third of the issued shares of the class”

1. The existing Article 134 is proposed to be renumbered as Article 133 and with the following paragraph is proposed to be added as the third paragraph of the existing Article 134:

“Where the regulatory authorities in the jurisdiction where the Company’s shares are listed have particular regulations, such regulations shall apply.”

• 65 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 135 is proposed to be renumbered as Article 134.

2. The existing Article 136 is proposed to be renumbered as Article 135.

3. The existing Article 137 is proposed to be renumbered as Article 136 and with the following paragraph is proposed to be added as the second paragraph of the existing Article 137:

“Written notices of intent to nominate candidates for Directors and indication of consent of such candidates to accept such nomination shall be given to the Company by notice for a period of not less than seven days.”

accordingly the second, third, fourth and fifth paragraph of the existing Article 137 are proposed to be renumbered as third, fourth, fifth and sixth paragraph of the existing Article 137.

1. The existing Article 138 is proposed to be renumbered as Article 137.

2. The existing Article 139 is proposed to be renumbered as Article 138.

3. The existing Article 140 is proposed to be renumbered as Article 139.

4. The existing Article 141 is proposed to be renumbered as Article 140.

5. The existing Article 142 is proposed to be renumbered as Article 141.

6. The existing Article 143 is proposed to be renumbered as Article 142 and with the second paragraph of the existing Article 143, which reads,

“Unless otherwise required in this section, the provisions relating to the qualifications and obligations of Directors set out in chapter 14 of these Articles of Association shall be applicable to independent directors.”

is proposed to be amended as

“Unless otherwise required in this section, the provisions relating to the qualifications and obligations of Directors and regulatory rules in the jurisdiction where the Company’s shares are listed set out in chapter 14 of these Articles of Association shall be applicable to independent directors.”

1. The existing Article 144 is proposed to be renumbered as Article 143.

2. 66 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 145, which reads,

“Independent Directors shall have relevant qualifications to perform their duties. Independent Directors appointed shall satisfy the following fundamental requirements:

• (1) To be qualified for listed companies’ directors as provided in laws, administrative regulations and other relevant regulations;

• (2) To carry out his/her duties independently without being affected by the majority shareholders of the Company, de facto controller or any entity or individual with a conflict of interest with the Company;

• (3) To be in command of the basic knowledge of the listed companies’ operations, and be familiar with relevant laws, administrative regulations, and rules and regulations;

• (4) Having at least five (5) years of work experiences in legal, economic areas or other experiences indispensable for performing the duties as independent directors;

• (5) To ensure that he/she has sufficient energy and time to effectively perform the duty of Independent Director;

• (6) Other conditions provided by the Articles of Association.”

is proposed to be renumbered as Article 144 and be amended as

“Independent Directors shall have relevant qualifications to perform their duties. Independent Directors appointed shall satisfy the following fundamental requirements:

• (1) To be qualified for listed companies’ directors as provided in laws, administrative regulations and other relevant regulations;

• (2) To carry out his/her duties independently without being affected by the majority shareholders of the Company, de facto controller or any entity or individual with a conflict of interest with the Company;

• (3) To be in command of the basic knowledge of the listed companies’ operations, and be familiar with relevant laws, administrative regulations, and rules and regulations;

• (4) Having at least five (5) years of work experiences in legal, economic areas or other experiences indispensable for performing the duties as independent directors;

• (5) To ensure that he/she has sufficient energy and time to effectively perform the duty of Independent Director;

• 67 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (6) Having obtained the qualification certificate for independent directors in accordance with the relevant regulatory rules of the jurisdiction where the Company is listed;

• (7) Other conditions for the qualification of independent directors stipulated by the regulatory rules of the jurisdiction where the Company is listed or the Articles of Association.”

• The existing Article 146, which reads,

• “The following persons shall not be an independent Director:

• (1) Lineal relatives (including spouse, parents, son and daughters, etc.) and major social relations (including siblings, parents in law, sons or daughters in law, spouses of siblings, siblings in law, etc.), of the staff or workers of the Company or its subsidiaries;

• (2) Shareholders, who directly or indirectly hold more than 1% of issued shares of our Company or top ten Shareholders of our Company, and his/her lineal relatives;

• (3) Shareholders, who directly or indirectly hold more than 5% of issued shares of the Company or person who works in one of the top five corporate shareholders of the Company, and his/her lineal relatives;

• (4) Persons with status mentioned in last three paragraphs within one year;

• (5) Persons who provide the Company or its subsidiaries financial advice, legal advice or any other consultation;

• (6) Other person stipulated by the Articles of Association;

• (7) Other person recognized by CSRC.”

is proposed to be renumbered as Article 145 and be amended as

“The following persons shall not be an independent Director:

• (1) Lineal relatives (including spouse, parents, son and daughters, etc.) and major social relations (including siblings, parents in law, sons or daughters in law, spouses of siblings, siblings in law, etc.), of the staff or workers of the Company or its subsidiaries;

• (2) Shareholders, who directly or indirectly hold more than 1% of issued shares of our Company or top ten Shareholders of our Company, and his/her lineal relatives;

• 68 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (3) Shareholders, who directly or indirectly hold more than 5% of issued shares of the Company or person who works in one of the top five corporate shareholders of the Company, and his/her lineal relatives;

• (4) Persons who works in the actual controller of listed companies or its subsidiaries;

• (5) Persons who provide the Company and its controlling shareholder or their respective subsidiaries financial advice, legal advice or any other consultation, including all members of the project team from the agency that provide services, review staff at all levels, persons who sign on the report, partners and key persons in charge;

• (6) Persons work as director, supervisor or senior management in companies that have substantial business relationships with the Company and its controlling shareholder or their respective subsidiaries, or works as director, supervisor or senior management at the company of the controlling shareholder of companies that have substantial business relationships with the Company;

• (7) Persons with status mentioned in last six paragraphs within one year;

• (8) Other persons stipulated by the Articles of Association that shall not work as independent director;

• (9) Other persons recognized by CSRC or the stock exchange that shall be inappropriate as independent director.”

• The existing Article 147, which reads,

“The membership of the Board of the Company shall include at least one third of independent Directors. If any independent Director does not meet the condition of independence or is under any other circumstance disqualifying him as an independent Director, so that the number of independent Directors of the Company falls short of the quorum as specified in the Articles of Association, the Company shall supplement independent Directors pursuant to relevant regulations.”

is proposed to be renumbered as Article 146 and be amended as

“The membership of the Board of the Company shall include at least one third of independent Directors with at least one Director specializing in accounting. If any independent Director does not meet the condition of independence or is under any other circumstance disqualifying him as an independent Director, so that the number of independent Directors of the Company falls short of the quorum as specified in the Articles of Association, the Company shall supplement independent Directors pursuant to relevant regulations.”

• 69 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 148 is proposed to be renumbered as Article 147 and with the first paragraph of the existing Article 148, which reads,

“Independent directors of the Company shall be elected as follows:

• (1) An independent Director candidate may be nominated by the Board, the Supervisory Committee, or shareholder(s) separately or jointly holding more than 1% of the issued shares of the Company, and shall be elected at a shareholders’ general meeting of the Company.

• (2) The party nominating any independent Director candidate shall have obtained the nominee’s consent prior to such nomination, and shall be fully aware of such particulars of the nominee such as his occupation, academic qualifications, title, detailed work experience and information regarding all his positions held concurrently and be responsible for providing to the Company his opinions in relation to the nominee’s qualifications as an independent Director and independence. The nominee shall make a public announcement stating that there exists no relation between the Company and him that may affect his independence and objective judgment.

• (3) Before a shareholders’ general meeting is convened for election of independent Directors, the Board shall announce the same in accordance with the relevant requirements.

• (4) Before a shareholders’ general meeting for election of independent Directors is held, the Company shall submit the relevant information of all nominees to the CSRC, the CSRC office at the location of the Company and the stock exchange where the Company’s shares are listed. If the Board disputes the particulars pertaining to the nominees, it shall also submit its written opinions to the relevant authorities.”

is proposed to be amended as

“Independent Directors of the Company shall be elected as follows:

• (1) An independent Director candidate may be nominated by the Board, the Supervisory Committee, or shareholder(s) separately or jointly holding more than 1% of the issued shares of the Company, and shall be elected at a shareholders’ general meeting of the Company.

• 70 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

• (2) The party nominating any independent Director candidate shall have obtained the nominee’s consent prior to such nomination, and shall be fully aware of such particulars of the nominee such as his occupation, academic qualifications, title, detailed work experience and information regarding all his positions held concurrently and be responsible for providing to the Company his opinions in relation to the nominee’s qualifications as an independent Director and independence. The nominee shall make a public announcement stating that there exists no relation between the Company and him that may affect his independence and objective judgment.

• (3) Before a shareholders’ general meeting is convened for election of independent Directors, the Board shall announce the same in accordance with the relevant requirements.

• (4) If the Company issues domestic listed shares and lists them on a domestic stock exchange, then before a shareholders’ general meeting for election of independent Directors is held, the Company shall submit the relevant information of all nominees to the CSRC, the CSRC office at the location of the Company and the stock exchange where the Company’s shares are listed. If the Board disputes the particulars pertaining to the nominees, it shall also submit its written opinions to the relevant authorities.”

• The existing Article 149 is proposed to be renumbered as Article 148.

• The existing Article 150 is proposed to be renumbered as Article 149.

• The existing Article 151 is proposed to be renumbered as Article 150.

• The existing Article 152 is proposed to be renumbered as Article 151 and with the subclause six of the first paragraph of the existing Article 152, which reads,

• “(6) Other issues specified in the Articles of Association.”

is proposed to be amended as

“(6) Other issues specified in relevant laws and regulations and the Articles of Association.”

1. The existing Article 153 is proposed to be renumbered as Article 152 with the following paragraph is proposed to be added as the second paragraph of the existing Article 153:

2. “The Board Office under the Board is a permanent establishment of the Board.”

3. 71 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 154 is proposed to be renumbered as Article 153 and with the first paragraph of the existing Article 154, which reads,

“The Board shall comprise at least seven Directors. The Board includes one Chairman and one or two vice chairmen.”

is proposed to be amended as

“The Board shall comprise nine Directors. The Board includes one Chairman and one or two vice chairmen.”

1. The existing Article 155 is proposed to be renumbered as Article 154 and with the second paragraph the existing Article 155, which reads,

“Other than the Board’s resolutions in respect of the matter specified in sub-paragraphs (6), (7) and (17) of these Articles which shall be passed by the affirmative vote of more than two thirds of all the Directors.”

is proposed to be amended as

“Other than the Board’s resolutions in respect of the matter specified in sub-paragraphs (6), (7) and (17) of these Articles which shall be passed by the affirmative vote of more than two thirds of all the Directors, the Board’s resolutions in respect of all other matters may be passed by affirmative vote by a simple majority of all the Directors, except for matters expressly required by regulatory rules in the jurisdiction where the Company is listed or the Articles of Association.”

and the fifth paragraph of the existing Article 154, which reads,

“Resolutions in respect of connected transactions made by the Board shall not come into force unless it is signed by independent (non-executive) Directors.”

is proposed to be amended as

“Resolutions in respect of connected transactions made by the Board shall not come into force unless it is signed by independent Directors.”

1. The existing Article 156 is proposed to be renumbered as Article 155.

2. 72 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

125. The existing Article 157, which reads,

“The Board shall set up special committees under the Board to help the Board fulfill its duties under the authority granted by the Board. The special committees under the Board are strategic committee, audit committee, remuneration and appraisal committee and nomination committee. The special committees shall be accountable to the Board and consist solely of Directors. In the audit committee and the remuneration and appraisal committee, independent Directors shall be the majority and shall act as Chairman, and the audit committee shall include at least one accountant as an independent Director. Where necessary, the Board may also set up other committees and adjust the existing committees. The Board shall formulate rules of procedure for respective special committees.”

is proposed to be renumbered as Article 156 and be amended as

“The Board shall set up special committees under the Board to help the Board fulfill its duties under the authority granted by the Board. The special committees under the Board are strategic committee, audit committee, remuneration and appraisal committee and nomination committee. The special committees shall be accountable to the Board and consist solely of Directors. In the audit committee, the remuneration and appraisal committee and the nomination committee, independent Directors shall be the majority and shall act as Chairman, and the audit committee shall include at least one accountant as an independent Director. Where necessary, the Board may also set up other committees and adjust the existing committees. The Board shall formulate rules of procedure for respective special committees.”

1. The existing Article 158 is proposed to be renumbered as Article 157.

2. The existing Article 159 is proposed to be renumbered as Article 158.

3. The existing Article 160 is proposed to be renumbered as Article 159.

4. The existing Article 161 is proposed to be renumbered as Article 160.

5. The existing Article 162 is proposed to be renumbered as Article 161.

6. The existing Article 163 is proposed to be renumbered as Article 162.

7. The existing Article 164, which reads,

“The Board of Directors shall establish stringent procedures for review and decision-making when determining the matters, such as external investment, acquisition and disposal of assets, pledge and charge of assets, external guarantees, entrusted wealth management and connected transactions; Major investment projects shall be assessed and reviewed by relevant experts and professionals, and submitted to the Shareholders’ general meeting for approval.

• 73 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

the Shareholders’ general meeting authorizes the Board of Directors to make decisions on the following:

• (1) external investment made by the Company (including the injection of additional capital to investee enterprises) with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• (2) corporate financing with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• (3) risk investment and trusted fund management activities including stock, futures, foreign exchange dealings, with an accumulated amount of no more than 3% of the Company’s latest audited net assets;

• (4) pledges, charges of the Company’s assets with an aggregate amount of no more than 5% of the Company’s latest audited net assets on an individual basis;

• (5) external guarantees beyond the scope of discussion at the Shareholders’ general meeting as stipulated by Article 64 herein;

save and except for a connected transaction involved in item (1) to (5) and required to be approved by the Shareholder’s general meeting.

Any projects exceeding the above limits shall be assessed by relevant experts and professionals, and submitted to the Shareholders’ general meeting for approval.”

is proposed to be renumbered as Article 163 and be amended as:

“The Board of Directors shall establish stringent procedures for review and decision-making when determining the matters, such as external investment, acquisition and disposal of assets, pledge and charge of assets, external guarantees, entrusted wealth management and connected transactions; Major investment projects shall be assessed and reviewed by relevant experts and professionals.

Aforesaid matters which are required to be proposed to the Shareholders’ general meeting for consideration under relevant laws and regulations and regulatory rules of the place(s) of listing shall be submitted to the Shareholders’ general meeting for approval upon the relevant resolutions passed by the Board of Directors.”

1. The existing Article 165 is proposed to be renumbered as Article 164.

2. The existing Article 166 is proposed to be renumbered as Article 165.

3. 74 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 167, which reads,

“Meetings of the Board can be regular meetings or extraordinary meetings. The Board shall hold a regular meeting at least once in the first half and in the second half of the year respectively. Meetings of the Board are convened by the Chairman of the Board and notice of the meeting shall be served on all of the Directors ten days before the date of the meeting. In case of any urgent matters, upon requisition by shareholders representing more than one tenth of voting rights, more than one third of the Directors or the Supervisory Committee, the Chairman of the Board or the president of the Company, an extraordinary meeting of the Board may be held.”

is proposed to be renumbered as Article 166 and be amended as

“Meetings of the Board can be regular meetings or extraordinary meetings. The Board shall hold a regular meeting at least once in the first half and in the second half of the year respectively. Meetings of the Board are convened by the Chairman of the Board and notice of the meeting shall be served on all of the Directors ten days before the date of the meeting. In case of any urgent matters, upon requisition by shareholders representing more than one tenth of voting rights, more than one third of the Directors or the Supervisory Committee, the Chairman of the Board, at least half of the independent Directors or the president of the Company, an extraordinary meeting of the Board may be held.”

1. The existing Article 168 is proposed to be renumbered as Article 167.

2. The existing Article 169 is proposed to be renumbered as Article 168 and with the first paragraph of the existing Article 169, which reads,

3. “A written notice of meeting shall include at least the following details:

4. (1) time and venue of the meeting;

5. (2) the form of the meeting;

6. (3) matters (proposals) to be considered;

7. (4) convener and presider of the meeting, proposer of and written proposal for the extraordinary general meeting;

8. (5) meeting materials required for voting by the Directors;

9. (6) requirements for the Directors to attend the meeting in person or by proxy;

10. (7) coordinator and means of contact.”

11. 75 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be amended as

• “A written notice of meeting shall include at least the following details:

• (1) time and venue of the meeting;

• (2) the form of the meeting;

• (3) matters (proposals) to be considered;

• (4) convener and presider of the meeting, proposer of and written proposal for the extraordinary general meeting;

• (5) meeting materials required for voting by the Directors;

• (6) requirements for the Directors to attend the meeting in person or by proxy;

• (7) date of the notice, coordinator and means of contact.”

• The existing Article 170 is proposed to be renumbered as Article 169.

• The existing Article 171 is proposed to be renumbered as Article 170 and with the first paragraph of the existing Article 171, which reads,

“Directors shall in principle attend Board meetings in person. If any Director cannot attend the meeting in person for any reason, he should review the meeting materials in advance to form a definite opinion, and authorize in writing another Director to attend on his behalf. The power of attorney shall specify:

• (1) the name of the principal and proxy;

• (2) summarized opinion of the principal on every proposal;

• (3) scope of authorization of the principal and instructions as to his intentions to vote on the proposals;

• (4) signature of the principal, and date etc.”

is proposed to be amended as

“Directors shall in principle attend Board meetings in person. If any Director cannot attend the meeting in person for any reason, he should review the meeting materials in advance to form a definite opinion, and authorize in writing another Director to attend on his behalf. The power of attorney shall specify:

• 76 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (1) the name of the principal and proxy;

• (2) summarized opinion of the principal on every proposal;

• (3) scope of authorization of the principal, term and instructions as to his intentions to vote on the proposals;

• (4) signature of the principal, and date etc.”

• The existing Article 172 is proposed to be renumbered as Article 171.

• The existing Article 173 is proposed to be renumbered as Article 172 with the wordings “Article 174” as referred to in the first paragraph of the existing Article 173 are proposed to be replaced by “Article 173”.

• The existing Article 174 is proposed to be renumbered as Article 173 and with the first paragraph of the existing Article 174, which reads,

“In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals:

• (1) The listing rules of the stock exchange where the Company is listed provide for abstention of the Directors from voting;

• (2) The Directors themselves think they should abstain from voting; and

• (3) The Directors are connected with the enterprises involved in the proposals and shall therefore abstain from voting pursuant to the Articles of Association.”

is proposed to be amended as

“In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals and shall not, on behalf of other Directors, exercise their voting rights:

• (1) The listing rules of the stock exchange with which the Company is listed provide for abstention of the Directors from voting;

• (2) The Directors themselves think they should abstain from voting; and

• (3) The Directors are connected with the enterprises involved by the proposals and shall therefore abstain from voting pursuant to the Articles of Association.”

• The existing Article 175 is proposed to be renumbered as Article 174.

• 77 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

144. The existing Article 176, which reads,

“The Board shall keep minutes of its decisions on the matters considered at all meetings. Directors attending a meeting and the person taking the minutes shall sign the minutes of the meeting. Directors shall be responsible for the resolutions of the Board meetings. Where a resolution of the Board meetings violates the laws, administrative regulations or the Articles of Association and causes serious losses to the Company, the Directors who took part in such a resolution shall be liable to compensate the Company. However, if a Director can prove that he has expressed his opposition to such resolution when it is put to the vote, and such opposition is recorded in the minutes of the meeting, the Director may be relieved of such liability.”

is proposed to be renumbered as Article 175 and be amended as

“The Board shall keep minutes of its decisions on the matters considered at all meetings. Directors attending a meeting, the secretary to the Board and the person taking the minutes shall sign the minutes of the meeting. Directors shall be responsible for the resolutions of the Board meetings. Where a resolution of the Board meetings violates the laws, administrative regulations or the Articles of Association and causes serious losses to the Company, the Directors who took part in such a resolution shall be liable to compensate the Company. However, if a Director can prove that he has expressed his opposition to such resolution when it is put to the vote, and such opposition is recorded in the minutes of the meeting, the Director may be relieved of such liability.”

1. The existing Article 177 is proposed to be renumbered as Article 176.

2. The existing Article 178 is proposed to be renumbered as Article 177.

3. The existing Article 179 is proposed to be renumbered as Article 178.

4. The existing Article 180 is proposed to be renumbered as Article 179 and with the subclause ten of the second paragraph of the existing Article 180, which reads,

“(10) to exercise other functions and powers as conferred by the Board, as well as other functions and powers as required by laws in any overseas jurisdictions where the Company is listed.”

is proposed to be amended as

“(10) to exercise other functions and powers as conferred by the Board, as well as other functions and powers as required by laws in any jurisdictions where the Company is listed.”

• 78 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

1. The existing Article 181 is proposed to be renumbered as Article 180.

2. The existing Article 182 is proposed to be renumbered as Article 181.

3. The existing Article 183 is proposed to be renumbered as Article 182.

4. The existing Article 184 is proposed to be renumbered as Article 183.

5. The existing Article 185 is proposed to be renumbered as Article 184.

6. The existing Article 186 is proposed to be renumbered as Article 185.

7. The existing Article 187 is proposed to be renumbered as Article 186

8. The existing Article 188 is proposed to be renumbered as Article 187.

9. The existing Article 189 is proposed to be renumbered as Article 188.

10. The existing Article 190 is proposed to be renumbered as Article 189.

11. The existing Article 191 is proposed to be renumbered as Article 190.

12. The existing Article 192 is proposed to be renumbered as Article 191.

13. The existing Article 193 is proposed to be renumbered as Article 192.

14. The existing Article 194 is proposed to be renumbered as Article 193.

15. The existing Article 195 is proposed to be renumbered as Article 194.

16. The existing Article 196 is proposed to be renumbered as Article 195.

17. The existing Article 197, which reads,

“The Company has a Supervisory Committee. The Supervisory Committee comprises three Supervisors. The Supervisory Committee shall appoint one Chairman and may appoint a vice Chairman.

The appointment and dismissal of the Chairman of the Supervisory Committee shall be subject to the approval of more than two thirds of its members by voting. The vice Chairman shall be elected with the approval of a majority of all Supervisors.”

• 79 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be renumbered as Article 196 and be amended as

“The Company has a Supervisory Committee. The Supervisory Committee comprises three Supervisors. The Supervisory Committee shall appoint one Chairman.

The Chairman of the Supervisory Committee shall be elected with the approval of a majority of all Supervisors.”

1. The existing Article 198, which reads,

“Staff representatives shall account for at least one third of the members of the Supervisory Committee. The shareholder representatives shall be elected or removed at a general meeting. Staff representatives shall be appointed and removed through democratic means by the staff of the Company.”

is proposed to be renumbered as Article 197 and be amended as

“Staff representatives shall account for at least one third of the members of the Supervisory Committee. The shareholder representative Supervisors shall be elected or removed at a general meeting. Staff representative Supervisors shall be appointed and removed through democratic means by the staff of the Company.”

1. The existing Article 199 is proposed to be renumbered as Article 198 and with the first paragraph of the existing Article 199, which reads,

2. “The Supervisory Committee shall exercise the following functions and powers:

3. (1) to review the regular reports of the Company prepared by the Board of Directors, and to provide written comments in respect thereof;

4. (2) to review the Company’s financial position;

5. (3) to supervise behaviors of the Directors and senior management in their performance of the Company’s power and duties, and to propose the removal of any Directors and senior management who have acted in contravention of any laws, administrative regulations, the Articles of Association or resolutions passed at a general meeting; to represent the Company to negotiate with or to bring actions against a Director;

6. (4) to demand the Directors and the senior management to make remedial measures in respect of their conducts that may hurt the Company’s interests and report to the general meeting or relevant regulatory authorities when necessary;

7. 80 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (5) to propose the convening of an extraordinary general meeting and to convene and preside over the general meeting when the Board of Directors fails to perform such duties as stipulated under the Company Law;

• (6) to propose motions to the general meeting;

• (7) to propose the convening of an extraordinary meeting of the Board of Directors;

• (8) to carry out investigation when finding irregularities in the operation of the Company, and if necessary, to engage professional institutes, such as accounting firms and law firms to assist its work at the cost of the Company;

• (9) other duties and powers as may be specified by laws and regulations as well as the Articles of Association.”

is proposed to be amended as

“The Supervisory Committee shall be accountable to the shareholders’ general meeting and shall exercise the following functions and powers in accordance with the laws:

• (1) to review the regular reports of the Company prepared by the Board of Directors, and to provide written comments in respect thereof;

• (2) to review the Company’s financial position;

• (3) to supervise behaviors of the Directors and senior management in their performance of the Company’s power and duties, and to propose the removal of any Directors and senior management who have acted in contravention of any laws, administrative regulations, the Articles of Association or resolutions passed at a general meeting; to represent the Company to negotiate with or to bring actions against a Director;

• (4) to demand the Directors and the senior management to make remedial measures in respect of their conducts that may hurt the Company’s interests and report to the general meeting or relevant regulatory authorities when necessary;

• (5) to propose the convening of an extraordinary general meeting and to convene and preside over the general meeting when the Board of Directors fails to perform such duties as stipulated under the Company Law;

• (6) to propose motions to the general meeting;

• (7) to propose the convening of an extraordinary meeting of the Board of Directors;

• 81 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

• (8) to carry out investigation when finding irregularities in the operation of the Company or casting doubts on such financial information as the financial report, operational report and profit allocation proposal to be proposed to the general meeting by the Board of Directors, and if necessary, to engage professional institutes, such as accounting firms and law firms to assist its work at the cost of the Company;

• (9) other duties and powers as may be specified by laws and regulations as well as the Articles of Association.”

• The existing Article 200 is proposed to be renumbered as Article 199 and with the first paragraph of the existing Article 200, which reads,

“The Supervisory Committee shall hold at least one meeting every six months, which shall be convened by the Chairman of the Supervisory Committee.”

is proposed to be amended as

“The Supervisory Committee shall hold at least one meeting every six months, which shall be convened by the Chairman of the Supervisory Committee. Where the Chairman of the Supervisory Committee is incapable of convening a meeting for certain reasons, a supervisor jointly nominated by the simple majority of Supervisors shall convene and preside the meeting.”

1. The existing Article 201 is proposed to be renumbered as Article 200.

2. The existing Article 202 is proposed to be renumbered as Article 201.

3. The existing Article 203 is proposed to be renumbered as Article 202 and with the third paragraph of the existing Article 203, which reads,

“Resolutions of the Supervisory Committee shall be made by the affirmative vote of two thirds or more of the members of the Supervisory Committee.”

is proposed to be amended as

“Resolutions of the Supervisory Committee shall be made by the affirmative vote of at least half of the Supervisors.”

1. The existing Article 204 is proposed to be renumbered as Article 203.

2. The existing Article 205 is proposed to be renumbered as Article 204.

3. The existing Article 206 is proposed to be renumbered as Article 205.

4. 82 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 207 is proposed to be renumbered as Article 206.

2. The existing Article 208 is proposed to be renumbered as Article 207 and with the following paragraph is proposed to be added as the second paragraph of the existing Article 208:

“If an election or appointment of a Director is taken place in contravention of this Article, the said election, appointment or engagement shall be invalid. If a Director falls into any of the circumstances set forth in this Article during his term of office, the Company shall terminate his duties.”

1. The existing Article 209 is proposed to be renumbered as Article 208.

2. The existing Article 210 is proposed to be renumbered as Article 209.

3. The existing Article 211 is proposed to be renumbered as Article 210.

4. The existing Article 212 is proposed to be renumbered as Article 211.

5. The existing Article 213 is proposed to be renumbered as Article 212.

6. The existing Article 214 is proposed to be renumbered as Article 213.

7. The existing Article 215 is proposed to be renumbered as Article 214 and with the wordings “Article 60” as mentioned in the existing Article 215 are proposed to be replaced with the wordings “Article 61”.

8. The existing Article 216 is proposed to be renumbered as Article 215.

9. The existing Article 217 is proposed to be renumbered as Article 216.

10. The existing Article 218 is proposed to be renumbered as Article 217.

11. The existing Article 219 is proposed to be renumbered as Article 218.

12. The existing Article 220 is proposed to be renumbered as Article 219.

13. The existing Article 221 is proposed to be renumbered as Article 220 with the wordings “Article 219” as referred to in the first paragraph of the existing Article 221 are proposed to be replaced with the wordings “Article 218”.

14. The existing Article 222 is proposed to be renumbered as Article 221.

15. 83 -

APPENDIX III

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

1. The existing Article 223 is proposed to be renumbered as Article 222.

2. The existing Article 224 is proposed to be renumbered as Article 223.

3. The existing Article 225 is proposed to be renumbered as Article 224.

4. The existing Article 226 is proposed to be renumbered as Article 225.

5. The existing Article 227 is proposed to be renumbered as Article 226 and with the third paragraph of the existing Article 227, which reads,

“The financial statements of the Company shall be prepared not only in accordance with the PRC accounting standards, laws and regulations but also in accordance with the international accounting standards or the accounting standards of the jurisdictions outside the PRC where the Company’s shares are listed. If there are major discrepancies between the financial statements prepared in accordance with these two types of accounting standards， such discrepancies shall be stated in notes appended to such financial statements.”

is proposed to be amended as

“Pursuant to the relevant regulatory rules in the jurisdiction where the Company is listed, the Company may prepare its financial reports in accordance with the PRC accounting standards and/or international accounting standards or the accounting standards of the jurisdictions outside the PRC where the Company’s shares are listed.”

1. It is proposed to add a new Article as Article 227, which reads,

“The Company shall provide the CSRC and the stock exchange with the annual financial and accounting reports within 4 months from the year end of each fiscal year, deliver to the CSRC office and the stock exchanges the interim financial and accounting reports within 2 months from the period end of the first 6 months of each fiscal year, deliver the CSRC office and the stock exchanges the quarterly financial and accounting reports within one months from the period end of the first 3 months and the first 9 months of each fiscal year.

Other requirements under the listing rules of the jurisdictions where the Company’s shares are listed shall be observed.”

1. The second paragraph of the existing Article 230, which reads,

“A Hong Kong-listed company shall send the aforementioned reports by way of prepaid mail to every holder of overseas listed foreign shares of company in no less than 21 days before the annual general meeting is convened. The address of the recipient shall be the address registered in the register of shareholders.”

• 84 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be amended as

“The aforementioned reports shall be delivered to the H shareholders in no less than 21 days before the annual general meeting is convened by any means as permitted by the stock exchanges on which the shares of the Company are listed (including, but not limited to, by post, email, facsimile, announcement or publish a notice on the website of the Company and/or the website(s) of the stock exchange(s) of the jurisdictions on which the shares of the Company are listed). If delivery is made by post, the address of the recipient shall be the address registered in the register of shareholders.”

198. The existing Article 231, which reads,

“The Company shall publish its financial reports twice every fiscal year, that is, the interim financial report shall be published within 60 days after period end of the first 6 months of each fiscal year and the annual financial report shall be published within 120 days after the year end of each fiscal year.

Any interim results or financial information published or disclosed by the Company must also be prepared in accordance with the PRC accounting standards and regulations, as well as either the international accounting standards or those of the overseas jurisdictions where the Company’s shares are listed.”

is proposed to be amended as

“The Company shall publish its financial reports or other financial information in accordance with the relevant regulatory rules of the jurisdictions where the Company’s shares are listed.

Any interim results or financial information published or disclosed by the Company may be prepared in accordance with the regulatory rules of the listing place of the Company, the PRC accounting standards and the regulations and/or international accounting standards or those of the overseas jurisdictions where the Company’s shares are listed.”

1. The following paragraph added as the second paragraph of the existing Article 234,

“The Company may distribute interim cash dividends. If the accumulated profit distribution by cash over the last three years is less than 30% of the average annual distributable profits realized in the last three years, the Company shall not issue shares and convertible bonds (including convertible bonds cum warrants) to the public.”

200. The existing Article 240, which reads,

“Unless otherwise provided in relevant laws and administrative regulations, the exchange rate used for the payment of cash dividends and other payments in foreign currency shall be the average selling price of the relevant foreign currency announced by the PBOC in the calendar week before the declaration of such dividends and payments.”

• 85 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to amended as

“Unless otherwise provided in relevant laws and administrative regulations, the exchange rate used for the payment of cash dividends and other payments in foreign currency shall be the RMB median exchange rates of the relevant foreign currency announced by the PBOC on the day of the declaration of such dividends and payments.”

1. The second paragraph of the existing Article 244, which reads,

“The first certified public accountants’ firm of the Company may be appointed by the inaugural meeting before the first annual general meeting and the certified public accountants’ firm so appointed shall hold office until the conclusion of the first annual general meeting.”

is proposed to be deleted.

1. It is proposed to add a new Article as Article 247, which reads,

“The Company must provide true and complete accounting evidences, books and accounts, financial and accounting reports and other accounting data to its engaged accountant firm without any refusal, withholding and false information.”

1. The existing Article 247 is proposed to be renumbered as Article 248.

2. The existing Article 248 is proposed to be renumbered as Article 249.

3. The existing Article 249 is proposed to be renumbered as Article 250.

4. The existing Article 250 is proposed to be renumbered as Article 251.

5. The name of the Chapter 17, which reads,

6. “Chapter 17 Notice”

is proposed to be amended as

• “Chapter 17 Notice and Announcement”.

• The existing Article 251 is proposed to be renumbered as Article 252, with the sub-clause four of the first paragraph of the existing Article, which reads,

“(4) by publishing on the websites designated by the Company and the SEHK in accordance with the laws, administrative regulations and the listing rules of the place of listing”

• 86 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

is proposed to be amended as

“(4) by publishing on the websites designated by the Company and the regulatory authorities of the jurisdictions where the Company’s shares are listed in accordance with the laws, administrative regulations and the listing rules of the place of listing”

and the following paragraphs are proposed to be added as the third, fourth and fifth paragraph of the existing Article 251:

“In relation to the manner of issuance and/or distribution of any corporate communications to holders of overseas listed foreign shares by the Company in accordance with the requirements under the Hong Kong listing rules, the Company may issue and/or distribute corporate communications to holders of overseas listed foreign shares by electronic means or on the website of the Company in accordance with the laws and regulations and relevant listing rules of the jurisdictions where the Company’s shares are listed, in lieu of dispatching the relevant information by delivery in person or by prepaid mail.

If such corporate communications are issued or provided at the Company’s website to holders of overseas listed foreign shares, such corporate communications shall be deemed to be made and served at the later of: (1) the date on which a notice notifying that the corporate communications have already been published on the Company’s website has been issued to holders of overseas listed foreign shares pursuant to the requirements under the Hong Kong listing rules; or (2) the date on which the corporate communications are first published on the website of the Company (in the event that such corporate communications are published on the website subsequent to the issuance of the said notice).

The company’s notices made by public announcement shall be deemed to be received by all relevant persons once published.”

1. The existing Article 252 is proposed to be renumbered as Article 253.

2. The existing Article 253 is proposed to be renumbered as Article 254.

3. The existing Article 254 is proposed to be renumbered as Article 255.

4. It is proposed to add a new Article as Article 256, which reads,

“The Company shall establish and improve the information disclosure system of the Company pursuant to the laws, the relevant requirements of the securities regulatory authorities of the jurisdictions where the shares of the Company are listed and the relevant requirements of these Articles of Association and disclosed the information in a genuine, accurate, complete and timely manner.”

• 87 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 255 is proposed to be renumbered as Article 257 with the second paragraph of the existing Article 255, which reads,

“With regard to the holders of the overseas listed foreign shares of companies listed in Hong Kong, the aforementioned documents shall also be served by post.”

is proposed to be amended as

“The aforesaid document shall also be delivered by any means permitted by the stock exchange(s) on which shares of the Company are listed (including, but not limited to, by post, email, facsimile, announcement or publish on the website of the Company and/or the website(s) of the stock exchange(s) on which the shares of the Company are listed) to the holders of H Shares. If delivered by post, the address of the recipient shall be the registered address as contained in the register of shareholders.”

1. The existing Article 256 is proposed to be renumbered as Article 258.

2. The existing Article 257, which reads,

“In relation to merger, parties to the merger shall sign a merger agreement, and prepare balance sheet and list of assets. The Company shall, after passing the resolution of the merger, notify its creditors within 10 days, and publish the merger on the newspapers prescribed by the stock exchange(s) on which shares of the Company are listed for at least three times within 30 days.”

is proposed to be renumbered as Article 259 and amended as

“In relation to merger, parties to the merger shall sign a merger agreement, and prepare balance sheet and list of assets. The Company shall, after passing the resolution of the merger, notify its creditors within 10 days, and publish the merger on the newspapers prescribed by the stock exchange(s) on which shares of the Company are listed for at least three times within 30 days. Within 30 days after receiving the notification, (or within 45 days after the merger is first published on the newspaper for creditors who have not received such notification), the creditors may require the Company to make repayment or provide guarantee in relation to the debts.”

1. The existing Article 258 is proposed to be renumbered as Article 260.

2. The existing Article 259 is proposed to be renumbered as Article 261 with the second paragraph of the existing Article 259, which reads,

3. 88 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

“In relation to division, balance sheet and list of assets shall be prepared. The Company shall notify its creditors within 10 days, and publish the division on the newspapers prescribed by the stock exchange(s) on which shares of the Company are listed for at least three times within 30 days after passing the resolution of the division.”

is proposed to be amended as

“In relation to division, balance sheet and list of assets shall be prepared. The Company shall notify its creditors within 10 days, and publish the division on the newspapers prescribed by the stock exchange(s) on which shares of the Company are listed within 30 days after passing the resolution of the division.”

1. The existing Article 260 is proposed to be renumbered as Article 262.

2. The existing Article 261 is proposed to be renumbered as Article 263.

3. The existing Article 262 is proposed to be renumbered as Article 264.

4. The existing Article 263 is proposed to be renumbered as Article 265, with the wordings “Article 262” as referred to in the existing Article 263 are proposed to be replaced by “Article 264”.

5. The existing Article 264 is proposed to be renumbered as Article 266.

6. The existing Article 265 is proposed to be renumbered as Article 267.

7. The existing Article 266 is proposed to be renumbered as Article 268 with the first paragraph, which reads,

“The liquidation committee shall notify the creditors within 10 days, and publish an announcement on the newspapers approved by the stock exchange(s) on which the shares of the Company are listed for at least three times within 60 days after its establishment.”

is proposed to be amended as

“The liquidation committee shall notify the creditors within 10 days, and publish an announcement on the newspapers approved by the stock exchange(s) on which the shares of the Company are listed within 60 days upon its establishment. Within 30 days upon receipt of the notification (or within 45 days after such announcement is published for creditors who have not received such notification), the creditors may explain the matters related to their claims.”

1. The existing Article 267 is proposed to be renumbered as Article 269.

2. 89 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 268 is proposed to be renumbered as Article 270.

2. The existing Article 269 is proposed to be renumbered as Article 271.

3. The existing Article 270 is proposed to be renumbered as Article 272.

4. The existing Article 271 is proposed to be renumbered as Article 273.

5. The existing Article 272, which reads,

“Where any amendment to the Articles of Association involves the Mandatory Provisions, such amendment must be approved by authorities delegated by the State Council for approval of company affairs and the State Council Securities Committee before taking effect; where company registration is involved, registration of the change shall be duly processed in accordance with the laws.”

is proposed to be renumbered as Article 274 and be amended as

“Any amendments to the Articles of Association adopted by the shareholders’ general meeting subject to the approval from the competent authorities shall be submitted to the competent authorities for approval; where company registration is involved, registration of the change shall be duly processed in accordance with the laws.”

1. The existing Article 273 is proposed to be renumbered as Article 275.

2. The existing Article 274 is proposed to be renumbered as Article 276.

3. The existing Article 275 is proposed to be renumbered as Article 277 with the second paragraph of the existing Article 275, which reads,

Notwithstanding the aforesaid provision in the Articles of Association which specifies the provision and/or dispatch of written corporate communications to shareholders (including by means of delivery by hand), for the purpose of the means by which the Company provides and/or dispatches its corporate communications to shareholders according to the requirements under the Hong Kong listing rules, if the Company has obtained shareholders’ prior written consent or implicit consent according to the relevant laws and regulations and the Hong Kong listing rules as amended from time to time, the Company may dispatch or provide corporate communications to its shareholders by electronic means or via its website. Corporate communications include but are not limited to circulars, annual reports, interim reports, notices of shareholders’ general meetings, and other types of corporate communications as specified in the Hong Kong listing rules.’’

is proposed to be deleted.

• 90 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

1. The existing Article 276 is proposed to be deleted.

2. The existing Article 277, which reads,

“In these Articles of Association, the term “accounting firm” shall have the same meaning as “auditor”.”

is proposed to be renumbered as Article 278 and be amended as

“In these Articles of Association, the term “controlling shareholder” shall refer to any shareholder who has satisfied any of the following conditions:

• (I) has the right to elect half or more of the Directors when acting alone or in concert with others;

• (II) has the right to exercise or control the exercise of 30% or above of the voting rights of the Company when acting alone or in concert with others;

• (III) holds 30% or above of the outstanding shares of the Company when acting alone or in concert with others;

• (IV) can de facto control the Company in any other manners when acting alone or in concert with others.

The term “acting in concert with” herein shall refer to consensus reached between two or more persons by way of agreement, whether verbal or written, to acquire voting rights of the Company by any one of them, for the purpose of controlling or consolidating the control over the Company.

In these Articles of Association, the term “de facto controller” shall refer to the person, who is not a shareholder of the Company, but could control the acts of the Company actually through investment relationships, agreements or other arrangements.

In these Articles of Association, the term “affiliated relation” shall refer to the relation between the controlling shareholder, de facto controller, Directors, supervisors, and the senior management of the Company and the enterprises under their direct or indirect control as well as other relation that may lead to the transfer of interests of the Company. However, the relation between fellow state-controlled enterprises shall not be deemed as affiliated merely because they are both controlled by the state.”

In these Articles of Association, the term “accounting firm” shall have the same meaning as “auditor”.

• 91 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION COMINg INTO EFFECT AFTER THE EgM

APPENDIX III

In these Articles of Association, the terms “president” and “vice-president” shall have the same meaning as “general manager” and “deputy general manager” in the Company Law.”

1. The existing Article 278 is proposed to be renumbered as Article 279.

2. The existing Article 279, which reads,

“Unless otherwise required in these Articles of Association, the terms “over”, “within”, “under”, “before” and “after” in these Articles of Association shall include the number or the date specified; and the terms “less than”, “below”, “except” and “more than” shall not include such figure.”

is proposed to be renumbered as Article 280 and be amended as

“Unless otherwise required in these Articles of Association, the terms “over”, “within”, “under”, “before” and “after” in these Articles of Association shall include the number or the date specified; and the terms “less than”, “lower than”, “below”, “falling short of”, “except”, “more than”, “exceeding” and “over” shall not include the number specified.”

1. The existing Article 280 is proposed to be renumbered as Article 281.

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 92 -

APPENDIX IV

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AFTER ISSUE AND LISTING OF A SHARES

The proposed amendments to the Articles to be adopted for use after issue and listing of A Shares are set out below:

1. The first paragraph of Article 7 of the Articles Applicable After the EGM, which reads,

“These Articles of Association are passed by way of a special resolution at the general meeting of the Company and come into effect upon the approval of the relevant authorities of the State.”

is proposed to be amended as

“These Articles of Association are passed by way of a special resolution at the general meeting of the Company with the approval of the relevant authorities of the State, and come into effect from the date of listing and trading of the Company’s RMB ordinary shares on the Shanghai Stock Exchange (hereinafter referred to as the “SSE”).”

1. The third paragraph of the Article 19 of the Articles Applicable After the EGM, which reads,

“Subject to the approval from the competent authorities of securities under the State Council, the Company may issue domestic shares upon completion of the above issuance.”

is proposed to be amended as

“Subject to the approval from CSRC, the Company will issue [•••] domestic shares under the initial public offering of domestic shares (A shares) in 2011. Upon the completion of the issuance, the registered capital of the Company will be RMB[•••] and the China Communications Construction Group (Limited), National Council for Social Security Fund of the PRC, foreign shareholders and domestic shareholders will hold [•••] shares, [•••] shares, [•••] shares and [•••] shares, respectively, representing [• ••]%, [•••]%, [•••]% and [•••]% of the entire share capital of the Company.”*

1. The existing Article 73 of the Articles Applicable After the EGM, which reads,

“If the Supervisory Committee or Shareholders decide(s) to convene a general meeting on their own, they shall notify the Board in writing and file the same with the dispatched office of the CSRC at the location of the Company and the stock exchange (If the Company issues domestic listed shares that are listed in the domestic stock exchange(s)).

Before the resolution of the Shareholders’ general meeting is announced, the shareholding proportion of the convening Shareholders shall not be lower than 10%.”

*Note: The information will be filled in upon completion of A Share Issue and listing of A Shares.

• 93 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AFTER ISSUE AND LISTING OF A SHARES

APPENDIX IV

is proposed to be amended as

“If the Supervisory Committee or Shareholders decide(s) to convene a general meeting on their own, they shall notify the Board in writing and file the same with the dispatched office of the CSRC and the stock exchange at the location of the Company.

Before the resolution of the Shareholders’ general meeting is announced, the shareholding proportion of the convening Shareholders shall not be lower than 10%.

The convening Shareholders shall, at the time of giving notice of the Shareholders’ general meeting and announcing the resolutions of the Shareholders’ general meeting, submit the relevant supporting material to the dispatched office of the CSRC and the stock exchange at the location of the Company.”

1. The sub-clause four of the first paragraph of the Article 174 of the Articles Applicable After the EGM, which reads,

“(4) Where the Company issues domestic shares that are listed on the domestic stock exchange(s), before a shareholders’ general meeting for election of independent Directors is held, the Company shall submit the relevant information of all nominees to the CSRC, the CSRC office at the location of the Company and the stock exchange(s) where the Company’s shares are listed. If the Board has dissenting opinions pertaining to the particulars of the nominees, it shall also submit its written opinions to the relevant authorities.”

is proposed to be amended as

“(4) Before a shareholders’ general meeting for election of independent Directors is held, the Company shall submit the relevant information of all nominees to the CSRC, the CSRC office at the location of the Company and the stock exchange(s) where the Company’s shares are listed. If the Board has dissenting opinions pertaining to the particulars of the nominees, it shall also submit its written opinions to the relevant authorities.”

1. The Article 227 of the Articles Applicable After the EGM, which reads,

“Where the Company issues domestic shares that are listed on the domestic stock exchange(s), the Company shall provide the CSRC and the stock exchange with the annual financial and accounting reports within 4 months from the year end of each fiscal year, deliver to the CSRC office and the stock exchanges the interim financial and accounting reports within 2 months from the period end of the first 6 months of each fiscal year, deliver the CSRC office and the stock exchanges the quarterly financial and accounting reports within one months from the period end of the first 3 months and the first 9 months of each fiscal year.

• 94 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AFTER ISSUE AND LISTING OF A SHARES

APPENDIX IV

Other requirements under the listing rules of the jurisdictions where the Company’s shares are listed shall be observed.”

is proposed to be amended as

“The Company shall provide the CSRC and the stock exchange with the annual financial and accounting reports within 4 months from the year end of each fiscal year, deliver to the CSRC office and the stock exchanges the interim financial and accounting reports within 2 months from the period end of the first 6 months of each fiscal year, deliver the CSRC office and the stock exchanges the quarterly financial and accounting reports within one months from the period end of the first 3 months and the first 9 months of each fiscal year.

Other requirements under the listing rules of the jurisdictions where the Company’s shares are listed shall be observed.”

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 95 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

The proposed amendments to the Rules of Procedure for Shareholders’ General Meetings are as follows:

1. The existing preamble of the Rules of Procedure for Shareholders’ General Meetings, which reads,

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006 ”

are proposed to be amended as

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006 and amended at the EGM of China Communications Construction Company Limited on 25 March 2011”

1. The original Article 9, which reads,

“As the supreme authority of the Company, the Shareholders’ general meeting exercises its power as follows:

• (1) to determine the Company’s business objectives and investment plans;

• (2) to elect and replace Directors and to determine the matters relevant to their remunerations;

• (3) to elect and replace Supervisors not being staff representatives and to determine the matters relevant to their remunerations;

• (4) to consider and approve the report of the Board of Directors;

• (5) to consider and approve the report of the Supervisory Committee;

• (6) to consider and approve the Company’s annual budget scheme and budget implementation proposal;

• (7) to consider and approve the Company’s profit distribution plan and loss recovery plan;

• (8) to resolve the increase or reduction of the Company’s registered capital;

• (9) to resolve the merger, demerger, dissolution, liquidation of the Company or change of corporate form;

• (10) to resolve the issuance of bonds of the Company;

• 96 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

• (11) to resolve the appointment, dismissal or ceasing of the retainment of accounting firms;

• (12) to amend the Rules of Procedure for Shareholders’ General Meetings;

• (13) to consider and approve the guarantees speculated in Article 10 of these Rules of Procedure;

• (14) to consider the purchase and disposal of major assets exceeding 30% of the latest audited total assets of the Company during one year;

• (15) to consider and approve the change of use of proceeds;

• (16) to consider share option incentive schemes;

• (17) to consider other matters as required to be resolved by Shareholders’ general meeting in accordance with the laws, administrative regulations, relevant rules of government authorities and these Rules of Procedure.”

be amended as

“As the supreme authority of the Company, the Shareholders’ general meeting exercises its power as follows:

• (1) to determine the Company’s business objectives and investment plans;

• (2) to elect and replace Directors and to determine the matters relevant to their remunerations;

• (3) to elect and replace Supervisors not being staff representatives and to determine the matters relevant to their remunerations;

• (4) to consider and approve the report of the Board of Directors;

• (5) to consider and approve the report of the Supervisory Committee;

• (6) to consider and approve the Company’s annual budget scheme and budget implementation proposal;

• (7) to consider and approve the Company’s profit distribution plan and loss recovery plan;

• (8) to resolve the increase or reduction of the Company’s registered capital;

• 97 -

APPENDIX V

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

• (9) to resolve the merger, demerger, dissolution, liquidation of the Company or change of corporate form;

• (10) to resolve the issuance of bonds of the Company;

• (11) to resolve the appointment, dismissal or ceasing of the retainment of accounting firms;

• (12) to amend the Rules of Procedures herein;

• (13) to consider and approve the guarantees speculated in Article 10 of these Rules of Procedure;

• (14) to consider the purchase and disposal of major assets exceeding 30% of the latest audited total assets of the Company during one year;

• (15) to consider and approve the change of use of proceeds;

• (16) to consider share option incentive scheme;

• (17) to consider the motions put forward by Shareholder(s) holding 3% or more of the Company’s voting shares;

• (18) to consider any other matters required to be resolved by general meeting by laws, administrative regulations, departmental rules and regulations, regulatory rules in the jurisdiction where the Company is Listed or the Articles of Association.

None of the aforementioned powers of Shareholders’ general meeting shall be authorized to Board of Directors or other institutions or individuals.”

1. The original Article 10, which reads,

“The following external guarantees provided by the Company are subject to approval by Shareholders’ general meeting.

• (1) any guarantee which is to be provided after the total amount of external guarantees of the Company and its subsidiaries reaches 50% or more of the latest audited net assets of the Company;

• (2) any guarantee which is to be provided after the total amount of external guarantees of the Company reaches 30% or more of the latest audited total assets of the Company;

• (3) any guarantee provided in favour of a party with a gearing ratio exceeding 70%;

• 98 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

• (4) any single guarantee that exceeds 10% of the latest audited net assets of the Company;

• (5) any guarantee to be provided to Shareholders, the ultimate controlling shareholder or their respective related parties.”

be amended as

“The following external guarantees provided by the Company are subject to approval by Shareholders’ general meeting.

• (1) any guarantee which is to be provided after the total amount of external guarantees of the Company and its subsidiaries reaches 50% or more of the latest audited net assets of the Company;

• (2) any guarantee which is to be provided after the total amount of external guarantees of the Company reaches 30% or more of the latest audited total assets of the Company;

• (3) any guarantee provided in favour of a party with a gearing ratio exceeding 70%;

• (4) any single guarantee that exceeds 10% of the latest audited net assets of the Company;

• (5) any guarantee that leads to exceeding 30% of the latest audited total assets of the Company on an accumulative basis for consecutive 12 months;

• (6) any guarantee that leads to exceeding 50% of the latest audited net assets of the Company on an accumulative basis for consecutive 12 months;

• (7) any guarantee to be provided to Shareholders, the ultimate controlling shareholder or their respective related parties;

• (8) other guarantees subject to approval of Shareholders’ general meeting as required by regulatory authorities or the stock exchange(a) at which the Shares of the Company are listed.

The “external guarantees” mentioned above refer to guarantees provided by the Company to external parties, which include the guarantees provided by the Company to its subsidiaries. “The total amount of external guarantees of the Company and its subsidiaries” refer to the aggregate of external guarantees provided by the Company and its subsidiaries, which include the guarantees provided by the Company to its subsidiaries.”

• 99 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

1. The original Article 12, which reads,

“To ensure and enhance the stable daily operation with high efficiency, the Shareholders’ general meeting authorize the Board of Directors to make decisions on the following:

• (1) external investment made by the Company (including the injection of additional capital to investee enterprises) with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• (2) corporate financing with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• (3) risk investment and trusted fund management activities including stock, futures, foreign exchange dealings, with an accumulated amount of no more than 3% of the Company’s latest audited net assets;

• (4) pledges, charges of the Company’s assets with an aggregate amount of no more than 5% of the Company’s latest audited net assets on an individual basis;

• (5) external guarantees beyond the scope of discussion at Shareholders’ general meeting as stipulated by Article 10 herein;

• (6) Where a connected transaction is involved in item (1) to (5) above and the transaction amount reaches RMB30 million, representing more than 5% of latest audited net assets of the Company, such transaction shall be approved by the Shareholders’ general meeting;

• (7) the aggregate amount of relevant connected transactions ranges from RMB3 million to RMB30 million, representing 0.5% to 5% of the latest audited net assets of the Company.

Any transactions exceeding the above limits shall be assessed by relevant experts and professionals and approved by the Shareholders’ general meeting.”

is proposed to be amended as

“To ensure and enhance the stable daily operation with high efficiency, the Shareholders’ general meeting shall authorize the Board of Directors by specific mandates to make decisions on matters within the terms of reference of the Shareholders’ general meeting, such as external investment, acquisition and disposal of assets, pledge and charge of assets, external guarantees and entrusted wealth management, save and except for the matters that shall not be determined by the Board of Directors under delegation of Shareholder’s general meeting as explicitly stipulated under relevant laws and regulations or regulatory rules of the place(s) of listing.

The Board of Directors shall establish stringent procedures for review and decision-making. Major projects shall be assessed and reviewed by relevant experts and professionals.”

• 100 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

1. The third paragraph of the original Article 17, which reads,

“The convening Shareholders shall, at the time of giving notice of the Shareholders’ general meeting and announcing the resolutions of the Shareholders’ general meeting, submit the relevant supporting material to the dispatched office of the CSRC and the Shanghai Stock Exchange at the location of the Company.”

is proposed to be amended as

“The convening Shareholders shall, at the time of giving notice of the Shareholders’ general meeting and announcing the resolutions of the Shareholders’ general meeting, submit the relevant supporting material to the dispatched office of the CSRC and the Shanghai Stock Exchange at the location of the Company, and publish the notice of the Shareholders’ general meeting and relevant announcements of resolutions of the Shareholders’ general meeting on the website of the Hong Kong Stock Exchange and the Company.”

1. The second and third paragraph of the original Article 22 be deleted and the following paragraph be added as the second paragraph of the original Article 22:

“The notices of general meeting shall be given by any means permitted by regulatory rules of the jurisdiction where the Company’s Shares are listed, including but not limited to post, e-mail, fax, announcements and published information on the website(s) of the Company and/or the stock exchange(s) at which the Shares of the Company are listed. If notices are served by post, the addresses of recipients shall be the same as that shown in the register of members.”

1. The third paragraph of the original Article 24, which reads,

“If the Company provides Shareholders with the ease of attending the meeting via network or by other means, the time and procedures for voting via network or by other means shall be clearly stated in the notice of Shareholders’ general meeting. Online voting for the general meeting shall start not earlier than 3:00 p.m. on the day before the convening of the on-site general meeting but not later than 9:30 a.m. on the day convening the on-site general meeting, and shall end not earlier than 3:00 p.m. on the day when the on-site general meeting is concluded.”

be amended as

“If the Company convenes general meetings via network or by other means, the time and procedures for voting via network or by other means shall be clearly stated in the notice of Shareholders’ general meeting. Online voting for the general meeting shall start not earlier than 3:00 p.m. on the day before the convening of the on-site general meeting but not later than 9:30 a.m. on the day convening the on-site general meeting, and shall end not earlier than 3:00 p.m. on the day when the on-site general meeting is concluded, unless otherwise stipulated by regulatory rules of the jurisdiction where the Company’s shares are listed.”

• 101 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

1. The following paragraph be added as the new Article 28:

“The venue of Shareholders’ general meeting shall be the domicile of the Company or other locations as designated by the notice of Shareholders’ general meeting.

A venue will be provided to convene Shareholders’ general meetings for physical attending. The listed company may provide Shareholders with ease of attending general meetings via network or by other means in a safe, economical and convenient manner. Shareholders who attend the meeting in the aforesaid manners shall be deemed as present.”

1. The original Article 28 be renumbered as Article 29.

2. The original Article 29 be renumbered as Article 30.

3. The original Article 30 be renumbered as Article 31.

4. The original Article 31 be renumbered as Article 32.

5. The original Article 32 be renumbered as Article 33.

6. The original Article 33 be renumbered as Article 34.

7. The original Article 34 be renumbered as Article 35.

8. The original Article 35 be renumbered as Article 36.

9. The original Article 36 be renumbered as Article 37.

10. The original Article 38 be renumbered as Article 39.

11. The original Article 39 be renumbered as Article 40.

12. The original Article 40 be renumbered as Article 41.

13. The original Article 41 be renumbered as Article 42.

14. The original Article 42 be renumbered as Article 43, with the following sentence added at the end of the existing Article 42:

“The chairman of the meeting shall ensure the detailed procedures in connection with voting by poll are explained at the beginning of the Shareholders’ meeting and shall answer any subsequent questions raised by Shareholders in relation to the said procedures.”

1. The original Article 43 be renumbered as Article 44.

2. 102 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

1. The original Article 44 be renumbered as Article 45.

2. The original Article 45 be renumbered as Article 46.

3. The original Article 46 be renumbered as Article 47.

4. The original Article 47 be renumbered as Article 48.

5. The original Article 48 be renumbered as Article 49.

6. The original Article 49 be renumbered as Article 50.

7. The original Article 50 be renumbered as Article 51.

8. The original Article 51 be renumbered as Article 52.

9. The original Article 52 be renumbered as Article 53.

10. The original Article 53 be renumbered as Article 54 with the second paragraph of the original Article 53, which reads,

“The minutes of Shareholders’ general meetings shall be signed by Directors, the Board secretary and the convener or their respective proxies present at the meeting and the presider of the meeting. The convener shall ensure the truthfulness, accuracy and completeness of the minutes. The minutes shall be maintained together with the attendance register for Shareholders present and the proxy forms, as well as valid voting information via network or by other means for a period not less than 10 years.”

be amended as

“The minutes of Shareholders’ general meetings shall be signed by Directors, the Board secretary, Supervisors and the convener or their respective proxies present at the meeting and the presider of the meeting. The convener shall ensure the truthfulness, accuracy and completeness of the minutes. The minutes shall be maintained together with the attendance register for Shareholders present and the proxy forms, as well as valid voting information via network or by other means for a period not less than 10 years.”

1. The original Article 54 be renumbered as Article 55.

2. The original Article 55 be renumbered as Article 56.

3. The original Article 56 be renumbered as Article 57.

4. The original Article 57 be renumbered as Article 58.

5. 103 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING

APPENDIX V

1. The original Article 58 be renumbered as Article 59.

2. The original Article 59 be renumbered as Article 60.

3. The original Article 60 be renumbered as Article 61.

4. The original Article 61 be renumbered as Article 62.

5. The original Article 62 be renumbered as Article 63.

6. The original Article 63, which reads,

“The expression “or more” and “within” herein for the numbers include the numbers indicated, while “exceed”, “less than” or “more than” exclude the numbers indicated.”

be renumbered as Article 64 and replaced by

“Unless otherwise specified, the terms used herein shall have the same meanings as those used in the Articles of Association.”

1. The original Article 64 be renumbered as Article 65.

2. The original Article 65 be renumbered as Article 66.

3. The original Article 66 be renumbered as Article 67.

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 104 -

APPENDIX VI PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

Recommended amendments to the “Rules of Procedure for the meetings of the Board of Directors” are set out below:

1. The existing preamble of the Rules of Procedure for the meetings of the Board of Directors, which reads,

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006”

are proposed to be amended as

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006; Amended at the EGM of China Communications Construction Company Limited on 25 March 2011”

1. The third paragraph of the original Article 7, which reads,

2. “(2) Audit Committee

The Audit Committee consists of no less than three Directors. The chairman of the Committee shall be nominated by the Chairman of the Board of Directors, and is subject to approval of the Board of Directors. Its major duties include:

1. to make recommendations on the appointment, reappointment or replacement of the external auditor; to examine relevant auditing expenses incurred and report to the Board for approval; to evaluate the performance of the external auditor and monitor its independence as well as procedures, quality and results of the engagement;

2. to monitor the internal audit system of the Company and its implementation;

3. to instruct and evaluate the performance of the internal audit department and make recommendations on the appointment and removal of the chief director of the internal audit department of the Company; to facilitate the communications between internal and external auditors;

4. to perform audit of the Company’s financial information and relevant disclosure;

5. to review and monitor the effectiveness of the internal control system and risk management system of the Company;

6. other duties as delegated by the Board.”

7. 105 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX VI

be amended as

• “(2) Audit Committee

The Audit Committee consists of no less than three Directors with the majority being Independent Directors. The Committee shall be chaired by an Independent Director who is nominated by the Chairman of the Board of Directors, and is subject to approval of the Board of Directors. At least one Independent Non-Executive Director shall be a professional accountant. Its main duties include:

1. to make recommendations on the appointment, reappointment or replacement of the external auditor; to examine relevant auditing expenses incurred and report to the Board for approval; to evaluate the performance of the external auditor and monitor its independence as well as procedures, quality and results of the engagement;

The Audit Committee shall discuss with the external auditor the nature and scope of the audit and the related reporting obligation prior to the commencement of the engagement.

The Audit Committee shall also formulate policies for the Company in relation to the provision of non-audit services by the external auditor, and the Company shall duly implement such policies. For this purpose, an external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having all relevant information would reasonably conclude as part of the domestic or overseas business of the audit firm. The Committee shall report to the Board of Directors on any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.

1. to monitor the internal audit system of the Company and its implementation;

2. to instruct and evaluate the performance of the internal audit department and make recommendations on the appointment and removal of the chief director of the internal audit department of the Company; to facilitate the communications between internal and external auditors;

3. to perform audit of the Company’s financial information and relevant disclosure;

4. 106 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX VI

to monitor the legitimacy and integrity of financial statements of the Company and the Company’s annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review the significant financial reporting judgments contained therein. In this regard, in reviewing the relevant annual report and accounts, half-year report and, if prepared for publication, quarterly reports before submission to the Board of Directors, the Audit Committee shall focus particularly on:

• (1) any changes in the accounting policies and practices;

• (2) major judgmental areas;

• (3) significant adjustments arising from audit;

• (4) the on-going concern assumptions and any qualified opinions;

• (5) compliance with accounting standards;

• (6) compliance with the listing rules of the stock exchange(s) and other legal requirements in relation to financial reporting;

In regard to the above, members of the Audit Committee must liaise with the Company’s Board of Directors, senior management and the Company’s qualified accountant. The Audit Committee must meet, at least once a year, with the Company’s auditors; and the Audit Committee shall consider any significant or unusual issues that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company’s qualified accountant, compliance officer or auditors.

1. to review and monitor the effectiveness of the internal control system and risk management system of the Company, including:

2. (1) to review the Company’s systems of financial monitoring, internal control and risk management;

3. (2) to discuss with the management the system of internal control and ensure that the management has discharged its duties to establish an effective internal control system;

4. (3) to consider the major findings of internal control matters and management’s response on its own initiative or as delegated by the Board;

5. 107 -

APPENDIX VI

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

• (4) where an internal audit function exists, to ensure the co-ordination between the internal and external auditors; and ensure that the internal audit function is adequately resourced as well as has appropriate standing within the Company; and to review and monitor the effectiveness of the internal audit function;

• (5) to review the financial and accounting policies and practices of the Company;

• (6) to review the opinion letter from external auditor in relation to audit engagement, any material queries raised by the auditor in respect of the accounting records, financial accounts or monitoring systems and management’s feedback;

• (7) to ensure that the Board of Directors will respond in a timely manner to the issues raised in the opinion letter from the external auditor; and

• (8) to report to the Board of Directors on the matters set out herein.

• other duties as delegated by the Board.”

• The fourth paragraph of the original Article 7, which reads,

• “(3) The Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee consists of no less than three Directors. The chairman of the Committee shall be nominated by the Chairman of the Board of Directors, and is subject to approval of the Board of Directors. Its major duties include:

1. to study the standards of performance appraisal for Directors, Supervisors and senior management, conduct appraisals and make recommendations;

2. other duties as delegated by the Board.”

3. 108 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX VI

be amended as

• “(3) The Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee consists of no less than three Directors with the majority being Independent Directors. The Committee shall be chaired by an Independent Director who is nominated by the Chairman of the Board of Directors, and is subject to approval of the Board. Its main duties include:

1. to study the standards of performance appraisal for Directors, Supervisors and senior management, conduct appraisals and make recommendations;

2. to determine the specific remuneration package for all Executive Directors and senior management, including benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment, and make recommendations to the Board of Directors on the remuneration of the Non-Executive Directors. The Remuneration Committee shall consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the Directors, recruitment conditions for other positions of the Company and viability of performance-based remuneration;

3. to review and approve performance-based remuneration by reference to corporate objectives resolved by the Board of Directors from time to time;

4. to review and approve compensation payable to Executive Directors and senior management for loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms or otherwise is on fair and reasonable terms with no onerous burden on the Company;

5. to review and approve the compensation arrangements in connection with the dismissal or removal of Directors for their misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;

6. to ensure that none of Directors or any of their associates is involved in determining their own remuneration;

7. if the service contract of a Director is subject to approval by the Shareholders as required by the regulatory rules of jurisdiction where the Shares of the Company are listed, the Remuneration Committee shall make recommendations to the shareholders as to how to cast their votes;

8. other duties as delegated by the Board.”

9. 109 -

APPENDIX VI

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

1. The fifth paragraph of the original Article 7, which reads,

2. “(4) Nomination Committee

The Nomination Committee consists of no less than three Directors. Its main duties include:

1. to study the standards, procedures and methods for screening candidates for Directors and President and make recommendations to the Board of Directors;

2. to review the qualifications of candidates for Directors and President and make recommendations to the Board of Directors;

3. to conduct appraisal of candidates for Vice President and Chief Financial Officer nominated by President and provide appraisal opinions to the Board of Directors;

4. to make recommendations on candidates for Directors, Supervisors who act as the Shareholders’ representatives of wholly-owned subsidiaries, controlled subsidiaries and investee subsidiaries and report to the Board of Directors for approval;

5. to recruit qualified candidates from human resource markets at home and abroad and retain talented personnel of the Company;

6. other duties as delegated by the Board.”

be amended as

• “(4) Nomination Committee

The Nomination Committee consists of no less than three Directors with the majority being Independent Directors. The Committee shall be chaired by an Independent Director who is nominated by the Chairman of the Board, and is subject to approval of the Board. Its main duties include:

1. to study the standards, procedures and methods for screening candidates for Directors, President and Board secretary and make recommendations to the Board of Directors;

2. to review the qualifications of candidates for Directors, President and Board secretary and make recommendations to the Board;

3. 110 -

APPENDIX VI PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

1. to conduct appraisal of candidates for Board secretary and Vice President and Chief Financial Officer nominated by the Chairman of the Board and President, respectively, and provide appraisal opinions to the Board of Directors;

2. to make recommendations on candidates for Directors, Supervisors who act as the Shareholders’ representatives of wholly-owned subsidiaries, controlled subsidiaries and investee subsidiaries and report to the Board of Directors for approval;

3. to recruit qualified candidates from human resource markets at home and abroad and retain talented personnel of the Company;

4. other duties as delegated by the Board.”

5. The original Article 12, which reads,

“The Board of Directors shall convene an extraordinary board meeting in the event of any of the following circumstances:

• (1) proposal of Shareholder(s) holding more than 10% of voting rights;

• (2) joint proposal of more than one third of Directors;

• (3) proposal of the Supervisory Committee;

• (4) as deemed necessary by the Chairman of the Board of Directors;

• (5) proposal of more than half of all the Independent Directors;

• (6) proposal of the President;

• (7) as required by securities regulatory authorities;

• (8) other circumstances as stipulated by the Articles of Association of the Company.”

be amended as

“The Board of Directors shall convene an extraordinary board meeting in the event of any of the following circumstances:

• (1) proposal of Shareholder(s) holding more than 10% of voting rights;

• (2) joint proposal by more than one third of Directors;

• 111 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX VI

• (3) proposal of the Supervisory Committee;

• (4) as deemed necessary by the Chairman of the Board of Directors;

• (5) proposal by more than half of all the Independent Directors;

• (6) proposal of the President;

• (7) as required by securities regulatory authorities;

• (8) other circumstances as stipulated by relevant laws, regulations and the Articles of Association of the Company.”

• The following paragraph be added as the third paragraph of the original Article 21:

“In case when a Director entrusts the signing of written confirmation for regular reports to any other Director, he or she shall give special authorisation in the power of attorney.”

1. The following paragraph be added as the fifth paragraph of the original Article 25:

“In case when a Director has accepted to attend the meeting on behalf of other Directors, he must not vote on behalf of other Directors on proposals that have not been included in the notice of meeting.”

1. The sentence in the original Article 34, which reads,

“In the case of an equality of votes, the Chairman of the Board shall be entitled to an additional vote.”

is proposed to be deleted.

1. The original Article 37, which reads,

“The Board of Directors shall have decision rights to the following after obtaining the authorization from shareholders at general meetings:

• (1) external investments made by the Company (including the injection of additional capital to enterprises) with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• (2) corporate financing with an aggregate amount of no more than 10% of the Company’s latest audited net assets on an individual basis;

• 112 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

APPENDIX VI

• (3) risk investment and trusted fund management activities including stock, futures, foreign exchange, with an aggregate accumulated amount of no more than 3% of the Company’s latest audited net assets;

• (4) pledges, charges of the Company’s assets with an aggregate amount of no more than 5% of the Company’s latest audited net assets on an individual basis;

• (5) external guarantees beyond the scope of discussion at Shareholders’ general meeting as stipulated by Article 64 herein;

Where a connected transaction is involved in item (1) to (5) above and the transaction amount reaches RMB30 million, representing more than 5% of latest audited net assets of the Company, such transaction shall be approved by Shareholders’ general meeting;

• (6) the aggregate amount of relevant connected transactions ranges from RMB3 million to RMB30 million, representing 0.5% to 5% of the latest audited net assets of the Company.

Any transactions exceeding the above limits shall be assessed by relevant experts and professionals and approved by Shareholders’ general meeting.”

be amended as

“The Board of Directors shall establish stringent procedures for review and decisionmaking when determining major matters, such as external investment, acquisition and disposal of assets, pledge and charge of assets, external guarantees, entrusted wealth management and connected transactions; Major investment projects shall be assessed and reviewed by relevant experts and professionals. Aforesaid matters which are required to be proposed to the Shareholders’ general meeting under relevant laws and regulations and regulatory rules of the place(s) of listing shall be submitted to the Shareholders’ general meeting for approval upon the relevant resolutions passed by the Board of Directors.”

1. The original Article 38, which reads,

“The Board of Directors hereby authorizes the Chairman of the Board of Directors to execute the following duties and powers during the intervals between meetings of the Board of Directors:

• (1) to approve the Company’s external investment (including the injection of additional capital to investee companies) which involves a total amount not exceeding 3% of the latest audited net assets of the Company on an individual basis;

• 113 -

APPENDIX VI

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

• (2) to approve the Company’s corporate financing which involves a total amount not exceeding 3% of the latest audited net assets of the Company on an individual basis;

• (3) to approve the disposal (including acquisition, sale, replacement and settlement) of the Company’s productive assets which involves a total amount not exceeding 3% of the latest audited net assets of the Company on an individual basis;

• (4) to approve the Company’s charges, pledges and guarantees (except for the provision of guarantees in favour of external enterprises) which involve a total amount not exceeding 1% of the latest audited net assets of the Company on an individual basis;

• (5) to approve matters relating to risk investment (such as investment in stocks, futures and foreign exchange) and trusted wealth management of the Company which involve a total amount not exceeding 1% of the latest audited net assets of the Company on an individual basis;

• (6) to approve the internal restructuring proposals according to the actual needs of the Company’s operations and management;

• (7) to appoint or replace Shareholders’ representatives of investee companies and recommend candidates of Directors, Supervisors and senior management of investee companies.”

be amended as

“The Board of Directors hereby authorizes the Chairman of the Board of Directors to execute the following duties and powers during the intervals between the meetings of Board of Directors:

• (1) to approve the Company’s external investment (including the injection of additional capital to investee companies) which involves a total investment amount not exceeding RMB300 million on an individual basis;

• (2) to approve the Company’s corporate financing which involves a total amount not exceeding RMB300 million on an individual basis;

• (3) to approve the disposal (including acquisition, sale, replacement and settlement) of the Company’s productive assets which involves a total amount not exceeding RMB300 million on an individual basis;

• (4) to approve matters relating to risk investment (such as investment in stocks, futures and foreign exchange) and trusted wealth management of the Company which involve a total amount not exceeding RMB100 million on an individual basis;

• 114 -

APPENDIX VI

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE MEETINGS OF THE BOARD OF DIRECTORS

• (5) to approve internal restructuring proposals according to the actual needs of the Company’s operations and management;

Apart from authorization mentioned above, none of duties shall be delegated by the Board of Directors to individual Directors.”

1. The original Article 41, which reads,

“The meetings of the Board of Directors that are held on-site and by way of video, telephone and other means shall conduct audio recording throughout meeting.”

be amended as

“The meetings of the Board of Directors that are held onsite and by way of video, telephone and other means may conduct audio recording throughout the meeting whenever necessary.”

1. The first paragraph of the original Article 42, which reads:

“Secretary to the Board of Directors shall procure the preparation of the minutes of board meetings by the Board Office.”

is proposed to be amended as

“Secretary to the Board of Directors shall procure the preparation of the minutes of board meetings by the Board Office. Such minutes shall be open for inspection at any reasonable time on reasonable notice by any director.”

1. The original Article 48, which reads,

2. “The expression “or more” herein includes the numbers indicated.”

be amended as

“Unless otherwise specified, the terms used herein shall have the same meanings as those used in the Articles of Association.”

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 115 -

APPENDIX VII PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

The proposed amendments to the Rules of Procedure of the Supervisory Committee are as follow:

1. The existing preamble of the Rules of Procedures of the Supervisory Committee, which reads,

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006”

are proposed to be amended as

“Approved at the First EGM of China Communications Construction Company Limited on 8 October 2006 and amended at the EGM of China Communications Construction Company Limited on 25 March 2011”

1. The original Article 1, which reads,

“In order to further regulate the discussion methods and decision-making procedures of the Board of Directors of China Communications Construction Company Limited (“the Company”), to procure the effective performance of duties of the Directors and the Board, and to enhance the standardized operation and scientific decision-making standard of the Board, these Rules of Procedure are formulated in accordance with relevant requirements of the Company Law of the People’s Republic of China (hereinafter the “Company Law”), the Securities Law of the People’s Republic of China and “Standards for Corporate Governance of Listed Companies” and the Articles of Association of China Communications Construction Company Limited (hereinafter the “Articles of Association”).”

be amended as

“In order to further regulate the discussion methods and decision-making procedures of the Board of Directors of China Communications Construction Company Limited (“the Company”), to procure the effective performance of duties of the Directors and the Board, and to enhance the standardized operation and scientific decision-making standard of the Board, these Rules of Procedure are formulated in accordance with relevant requirements of the Company Law of the People’s Republic of China (hereinafter the “Company Law”), the Securities Law of the People’s Republic of China and “Standards for Corporate Governance of Listed Companies” as well as provisions of the Articles of Association of China Communications Construction Company Limited (hereinafter the “Articles of Association”).”

• 116 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX VII

1. The original Article 7, which reads,

“Supervisors shall hold their office for three years and be eligible for re-election upon expiry of the term. Supervisors who are representatives of Shareholders shall be elected and replaced upon approval by Shareholders’ general meetings. Supervisors who are representatives of employees shall be democratically elected or dismissed by employees of the Company.”

be amended as

“Supervisors shall hold their office for three years and be eligible for re-election upon expiry of the term. Supervisors who are representatives of Shareholders shall be elected and dismissed by Shareholders’ general meetings. Supervisors who are representatives of employees shall be democratically elected or dismissed by employees of the Company.”

1. The original Article 12, which reads,

“The Supervisory Committee shall hold regular meetings every six months. The Supervisory Committee shall convene an extraordinary meeting within ten days if:

• (1) any of the Supervisors proposes the convening of such meeting;

• (2) any resolution passed at a general meeting or a meeting of the Board of Directors violates laws, regulations, rules and applicable provisions and requirements of regulatory authorities, “Articles of Association”, resolutions of general meetings and other relevant requirements;

• (3) any misconduct of Directors and senior management which may cause material harm to the Company or have adverse impacts on the market;

• (4) any Shareholder initiates legal actions against the Company, Directors, Supervisors or senior management;

• (5) the Company, a Director, a Supervisor or senior management is penalized by securities regulatory authorities or publicly reprimanded by the Shanghai Stock Exchange;

• (6) such meeting is convened at request of securities regulatory authorities;

• (7) other circumstances as stipulated in the “Articles of Association.”

• 117 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX VII

be amended as

“The Supervisory Committee shall hold regular meetings every six months. The Supervisory Committee shall convene an extraordinary meeting within ten days if:

• (1) any of the Supervisors proposes the convening of such meeting;

• (2) any resolution passed at a general meeting or a meeting of the Board of Directors violates laws, regulations, rules and applicable provisions and requirements of regulatory authorities, “Articles of Association”, resolutions of general meetings and other relevant requirements;

• (3) any misconduct of Directors and senior management which may cause material harm to the Company or have adverse impacts on the market;

• (4) any Shareholder initiates legal actions against the Company, Directors, Supervisors or senior management;

• (5) the Company, a Director, a Supervisor or senior management is penalized by securities regulatory authorities or publicly reprimanded by the stock exchange(s) where the Shares of the Company are listed;

• (6) such meeting is convened at request of securities regulatory authorities;

• (7) other circumstances as stipulated in the Articles of Association.”

• The original Article 18, which reads,

• “The Supervisory Committee shall hold on-site meetings.

In an emergency situation, voting at a meeting may be conducted by way of communications, but the convener of the Supervisory Committee (the presider of the meeting) shall explain to the Supervisors the specific emergency situation. When voting is conducted by way of communications, the Supervisors shall fax to the office of the Supervisory Committee their views in writing on the matters they have considered and their vote intentions after they have signed and confirmed the same. The Supervisors shall not state their vote intentions only without expressing their views in writing or the reasons for the voting.”

• 118 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX VII

be amended as

“The Supervisory Committee shall in principle hold on-site meetings. In case necessary and upon the approval of the convener (presider), a meeting may also be held through video, telephone, fax or e-mail voting and other means, provided that the Supervisors can fully express their opinions. A meeting of Supervisory Committee may also be held through a combination of physical attending and other means.

Shall a meeting be held by means other than the physical attending, Supervisors appearing by visual means, voicing opinions at telephone conference, actually receiving fax or e- mail and other valid votes within a specified period, or submitting written confirmation of attendance after the meeting, shall be counted in the number of Supervisors attending the meeting.”

1. The original Article 19, which reads,

“The quorum for a meeting of Supervisory Committee shall be over two thirds of all the Supervisors. Shall a Supervisor refuses or neglects to attend meetings and cause such meetings to fail to satisfy the quorum, other Supervisors shall notify regulatory departments in a timely manner.

The Board secretary shall attend the meetings of Supervisory Committee.”

Be amended as

“The quorum for a meeting of Supervisory Committee shall be over half of all the Supervisors. Shall a Supervisor refuses or neglects to attend meetings and cause such meetings to fail to satisfy the quorum, other Supervisors shall notify regulatory departments in a timely manner.

The Board secretary and the representative of securities affairs shall attend the meetings of Supervisory Committee.”

1. The original Article 24, which reads,

“Resolutions of the Supervisory Committee shall be approved by over half of the Supervisors attending the meeting.”

be amended as

“Except for the circumstances stipulated in the Article 6 of these Rules of Procedure, resolutions of the Supervisory Committee shall be approved by over half of all the Supervisors”

• 119 -

PARTICULARS OF THE PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

APPENDIX VII

1. The original Article 35, which reads,

“The expression “over” used for the numbers herein shall include the numbers indicated.”

be amended as

“Unless otherwise specified, terms used herein shall have the same meaning as those used in the Articles of Association.”

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 120 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

==> picture [73 x 76] 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)

RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Approved by the EGM of China Communications Construction Company Limited on 25 March 2011

• 121 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

CONTENTS

Chapter	1	General Provisions	123
Chapter	2	Identification of Connected Transactions and Connected Persons 124
Chapter	3	Reporting and Preliminary Review of Connected Transactions 126
Chapter	4	Review by the Board of the Company 127
Chapter	5	Review at the Shareholders’ general meeting 129
Chapter	6	The Execution of Connected Transactions 130
Chapter	7	Disclosure of Information on Connected Transactions	131
Chapter	8	Review and Supervision	132
Chapter	9	Supplementary Provision 132

• 122 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Chapter 1 General Provisions

Article 1 In order to regulate the connected transactions of China Communications Construction Company Limited (hereinafter referred to as the “Company”), protect the legitimate interests of the Company, Shareholders (especially minority Shareholders) and creditors, and ensure the fairness of the decision making of the Company relating to connected transactions, these Rules are formulated in accordance with laws, regulations and regulatory documents including the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Rules Governing the Listing of Securities on the Shanghai Stock Exchange (hereinafter referred to as the “SSE Listing Rules”), and the relevant provisions of the Articles of Association of China Communications Construction Company Limited (hereinafter referred to as the “Articles of Association”) .

In view of the cross listing of the Shares of the Company on the Main Board of the Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”), in addition to abiding by relevant provisions of these Rules, the Company shall also strictly comply with the relevant requirements on connected transactions and connected persons under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Listing Rules of the Hong Kong Stock Exchange”) .

Where the requirements under the Listing Rules of the Hong Kong Stock Exchange and the SSE Listing Rules conflict or overlap,, the more stringent provisions shall prevail .

Article 2 The Company shall uphold the following principles in identifying connected transactions and connected persons, and tackling connected relationships:

• (1) The Company shall make “true and full disclosure” of its connected transactions;

• (2) The considerations of connected transactions shall be determined by agreements on the basis of the normal commercial principles of fairness, openness, justice and equal value exchange .

Article 3 The Company shall not jeopardize the legitimate interests of the Shareholders, in particular, that of the minority Shareholders when conducting connected transactions with its connected persons .

Article 4 The Board Office, Finance Department and Legal Affairs Department of the Company shall jointly be responsible for the connected transactions of the Company, the specific duties are summarized below:

• (1) Board Office is mainly responsible for coordination of the decisions on major connected transactions and relevant information disclosure;

• (2) The Finance Department of the Company is responsible for the accounting, audit, reporting and statistics analysis of the connected transactions, and reporting to the Board Office on a quarterly basis;

• (3) The Legal Affairs Department is responsible for making judgment on whether the transactions concerned constitute connected transactions .

• 123 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Chapter 2 Identification of Connected Transactions and Connected Persons

Article 5 A connected transaction of the Company refers to the matters in relation to the transfer of resources or obligations between the Company or any of its controlled subsidiaries and a connected person of the Company, including:

• (1) The purchase or disposal of any assets, including the purchase of raw materials, fuel and energy and the sale of products and merchandise;

• (2) the provision or receipt of services;

• (3) entrusted or commissioned sale;

• (4) external investment, including entrusted wealth management, entrusted loans;

• (5) joint investment with connected persons;

• (6) the provision of financial assistance;

• (7) placement of deposits with financial companies of connected persons;

• (8) the provision of guarantees;

• (9) the lease of assets from/to connected persons;

• (10) entrusted or commissioned management of assets or business;

• (11) the donation of assets to/from connected persons;

• (12) the restructuring of assets and liabilities;

• (13) the execution of licensing agreements;

• (14) the transfer or assignment of research and development projects;

• (15) such other matters that may lead to the transfer of resources or obligations as agreed by all parties .

• 124 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Article 6 The connected persons of the Company include connected legal persons and connected natural persons .

• (I) Any of the following legal persons or entities shall be regarded as connected persons of the Company:

• (1) China Communications Construction Group (Limited) (hereinafter referred to as “CCCG”);

• (2) legal persons or other entities under direct or indirect control of CCCG (other than the Company or any of its controlled subsidiaries);

• (3) legal persons or other entities (other than the Company or any of its controlled subsidiaries) under direct or indirect control of such connected natural persons as specified in (II) of this article, or in which such connected natural persons hold the office of directors or senior management;

• (4) legal persons or other entities holding more than 5% of the Shares of the Company;

• (5) legal persons or other entities that may obtain privileged interests from the Company due to their special relations with the Company, as identified by the CSRC, Shanghai Stock Exchange and the Company based on the principle of “substance over form” .

• (II) Any of the following natural persons shall be regarded as connected natural persons of the Company:

• (1) natural persons directly or indirectly holding more than 5% of the Shares of the Company;

• (2) the Directors, Supervisors and senior management of the Company;

• (3) the directors, supervisors and senior management of the connected legal persons as specified in (I) of this article;

• (4) close family members of the persons as specified in (1) and (2) of this Clause, including their spouses; children aged over 18 and their spouses; parents and parents of their spouses; siblings and their spouses; siblings of their spouses and parents of their children’s spouses;

• (5) natural persons who may obtain privileged interests from the Company due to their special relations with the Company, as identified by the CSRC, Shanghai Stock Exchange and the Company based on the principle of “substance over form” .

• 125 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

• (III) Any of the following legal persons or natural persons shall be regarded as connected persons of the Company:

• (1) legal persons or natural persons who have entered into agreements or arrangements with the Company or any of its connected persons to the extent that they shall be subject to the provisions set out in Clause (I) or (II) upon the commencement of such agreements or the arrangements or within the forthcoming twelve months;

• (2) legal persons or natural persons who used to be those as specified in Clause (I) or (II) within the previous twelve months .

The Company shall issue a list of the Company’s connected persons to its controlled subsidiaries and update the same in a timely manner where circumstances require, so as to facilitate the recognition and identification of connected transactions .

Article 7 In the event that different judgments are made on connected transactions and connected persons in accordance with provisions of the laws and regulations, and the listing rules of the stock exchange(s) of the place(s) of listing, all the relevant principles shall apply .

Article 8 The personnel in charge of the relevant departments of the Company shall perform duties and obligations to conduct due diligence review on the background of each counterparty in the ordinary course of business and make prudent judgements as to whether the transaction involved constitutes a connected transaction .

Chapter 3 Reporting and Preliminary Review of Connected Transactions

Article 9 During the course of business operations and management, upon identification of any connected transactions between the Company and the connected persons as stipulated in Chapter 2 herein, the relevant departments (including operation department), branches and each of the controlled subsidiaries shall submit a written report in respect of the relevant connected transaction to the Company’s Legal Affairs Department before signing any contract or agreement involving a connected transaction . The Legal Affairs Department shall make judgment on whether such transaction constitutes a connected transaction . If the translation is concluded as a connected transaction of the Company, relevant contract or agreement shall not be signed immediately, and such transaction shall be submitted to the Board Office for relevant approval according to the required procedures and filed with the Finance Department for records .

Such written report shall include the following:

• (1) the names and addresses of the counterparties of the connected transactions;

• (2) the subject matter(s) of the relevant connected transactions and the transaction amount(s);

• 126 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

• (3) the principles pursuant to which the considerations of connected transactions are determined and the relevant pricing basis;

• (4) other matters required to be included .

Article 10 The Finance Department of the Company shall be responsible for designing specific forms to record continuing connected transactions and to incorporate the same in the monthly financial reporting system . The Finance Department shall compile statistics on the amounts of continuing connected transactions of the Company and its controlled subsidiaries on a monthly basis, report to the Board Office and carry out relevant procedures as required herein .

Article 11 The Board Office of the Company shall consolidate, prepare, analyze the status in relation to connected transactions reported and, together with the Finance Department and the Legal Affairs Department, complete compliance reviews of connected transactions, arrange for convening a general meeting with the Board to consider and approve matters relating to connected transactions, liaise with legal advisors, regulatory authorities and stock exchange(s), submit various notices in relation to connected transactions to the regulatory authorities and publish announcements relating to noticeable connected transactions .

Chapter 4 Review by the Board of the Company

Article 12 Upon receipt of reports on connected transactions from relevant departments, the Board of the Company shall promptly issue a notice to all the Directors on convening a Board meeting .

Unless otherwise specified in the listing rules of the stock exchange(s) on which the Shares of the Company are listed, the connected transaction submitted to the Board for review shall be agreed in advance by more than half of all the Independent Directors .

Article 13 In the event that a connected transaction is entered into with a Director or its related parties (either an individual or other entities in which such Director has an interest), the convener of the Board meeting which is held for reviewing such connected transition shall remind the relevant interested Directors to abstain from voting in respect of the relevant resolutions before taking polls . The interested Directors shall abstain from voting on the relevant resolutions, either for himself/herself or as a proxy of other Directors . Where the interested Directors neither take the initiative to make a declaration nor abstain from voting, Directors who are aware of the status shall procure the interested Directors to abstain from voting in respect of the resolutions . The quorum for such Board meeting is more than half of all the non-interested Directors and any resolution passed at the meeting shall be approved by a simple majority of the non-interested Directors . If the number of non-interested Directors attending the meeting is less than three, such transactions shall be submitted to the Shareholders’ general meeting for approval .

• 127 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Unless otherwise specified in the listing rules of the stock exchange(s) on which the Shares of the Company are listed, any of the following Directors shall be regarded as interested Director:

• (I) being the counterparty to the transaction;

• (II) being a direct or indirect controller of the counterparty to the transaction;

• (III) holding office in the counterparty to the transaction, or holding office in a legal entity which is in a position to directly or indirectly control the counterparty to the transaction or which is under the direct or indirect control of the counterparty to the transaction;

• (IV) being a close family member of the counterparty to the transaction or a direct or indirect controller of the counterparty to the transaction (For details please refer to (4) to Clause (II) of Article 6);

• (V) being a close family member of a Director, Supervisor or senior management of the counterparty to the transaction, or a direct or indirect controller of the counterparty to the transaction (For details please refer to (4) to Clause (II) of Article 6);

• (VI) being a Director whose independent commercial judgment may be influenced as determined by the CSRC, Shanghai Stock Exchange or the Company based on the principle of “substance over form” .

Article 14 The Board shall review and discuss the necessity and reasonableness of entering into relevant connected transactions at the Board meeting . The Directors attending the Board meeting are entitled to request the management to elaborate whether the relevant connected transactions are indispensable to the operation and management of the Company . The management shall explain to the Board on the relevant results . When it is resolved that the relevant connected transactions are indispensable to the operation and management of the Company, the Board shall conclude the necessity of the connected transactions .

The Board shall consider the following factors when assessing the reasonableness of the connected transactions:

• (1) In the event that the subject matters of connected transactions are products purchased by the connected persons from external suppliers, investigations shall be carried out to determine whether the Company is able to purchase or sell such products independently . In the event that the Company has no access to the purchase or sales channels or when procurement or sale by the Company itself is not entitled to preferential treatment; or if the Company can lower its costs of production, purchase or sales through transactions with connected persons, the Board shall conclude the reasonableness of the connected transactions . However, the considerations for connected transactions shall be determined based on the purchase price paid by the connected person plus a reasonable percentage of procurement costs .

• 128 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

• (2) In the event that the subject matters of connected transactions are products manufactured by the connected persons, the considerations for connected transaction shall be determined based on the production costs of the connected persons plus a reasonable mark-up .

• (3) In the event that the connected transactions involve the provision or receipt of services, agency, leasing, mortgage and guarantee, management, research and development and licensing, the Company shall obtain or procure the connected person to provide legal and valid basis for determining the consideration of connected transactions .

Article 15 During the review of connected transactions, the Board shall:

• (1) develop a detailed understanding of the actual conditions of the subject matters of transactions, including the relevant operating conditions and profitability, and whether there exists any defect in rights (such as mortgage or freezing on assets) or any legal dispute (such as litigation or arbitration);

• (2) screen the counterparties of the relevant transactions on a prudent basis by reference to their credit history, credit standings and the ability to perform duties;

• (3) determine the transaction prices based on reasonable pricing principles;

• (4) engage intermediaries to audit or assess the subject matters of transactions in accordance with the SSE Listing Rules and as the Company considers necessary .

The Board shall not conduct a review and make any decision on a connected transaction where the conditions of the subject matter of the connected transaction are uncertain, or the consideration of the connected transaction is yet to be finalized, or the status of the counterparty to the connected transaction is uncertain .

Chapter 5 Review at the Shareholders’ general meeting

Article 16 When the Board of the Company reviews relevant connected transactions and resolves to submit the same to the Shareholders’ general meeting for further consideration and review, the Board shall issue a notice to convene a general meeting within the time limit and pursuant to the procedures as stipulated under the Company Law and the Articles of Association .

Where a connected transaction is required to be submitted to the Shareholders’ general meeting for consideration and review under the relevant provisions herein and applicable requirements of laws and regulations (including the listing rules of the stock exchange(s)) of the place(s) of listing, the Board shall submit the proposed resolution on such transaction to the Shareholders’ general meeting for consideration and review .

• 129 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Article 17 The relevant connected transactions submitted by the Board shall be reviewed and voted by polls at the Shareholders’ general meeting . The Board of the Company and the attesting lawyer shall remind the relevant interested Shareholders to abstain from voting before taking polls . The interested Shareholders shall abstain from voting in accordance with the Company Law and the Articles of Association, and the voting rights represented by their Shareholdings shall be excluded from the total number of valid votes .

Unless otherwise specified in the listing rules of the stock exchange(s) on which the Shares of the Company are listed, any of the following Shareholders shall be regarded as interested Shareholders:

• (I) being the counterparty to the transaction;

• (II) being a direct or indirect controller of the counterparty to the transaction;

• (III) being under direct or indirect control of the counterparty to the transaction;

• (IV) being under direct or indirect common control of the same legal person(s) or other entities or natural person(s) as the counterparty to the transaction;

• (V) being a Shareholder whose voting rights are restricted or affected due to any outstanding share transfer agreement or any other agreement entered into with the counterparty to the transaction or its connected person(s);

• (VI) being a Shareholder who may obtain privileged interests from the Company as determined by the CSRC and Shanghai Stock Exchange .

Chapter 6 The Execution of Connected Transactions

Article 18 After the relevant approval procedures in respect of a connected transaction have been fulfilled, the Company shall enter into a written agreement (or contract) in respect of the connected transaction with the connected persons, in which the rights, obligations and legal responsibilities of all parties shall be explicitly set out .

Article 19 Once the conditions of connected transactions, especially conditions on prices and terms of payment, are finalized, the relevant departments of the Company shall execute transactions in strict compliance with the approved terms and conditions thereunder . The management of the Company is not permitted to modify the conditions of such transactions on their own when executing the transactions . In the event that an agreement or a contract in respect of such connected transactions is required to be terminated or revised due to changes in production or operating conditions, parties to the agreement or contract shall have the right to enter into a supplemental agreement (or contract) to terminate or revise the original contract .

• 130 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Chapter 7 Disclosure of Information on Connected Transactions

Article 20 Connected transactions that meet the following standards required by the SSE Listing Rules shall be disclosed on a timely basis:

• (1) any connected transaction entered into between the Company and a connected natural person involving an amount of more than RMB300,000, save for those the Company provides guarantees;

The Company shall not, directly or indirectly, provide loans to Directors, Supervisors or the senior management .

• (2) any connected transaction entered into between the Company and a connected legal person involving an amount of RMB3 million or more and representing 0 .5% or more of the absolute value of the latest audited net assets of the Company, save for those the Company provides guarantees;

• (3) Where the Company intends to enter into any transaction with a connected person (save for those the Company provides guarantees and excluding the receipt of donation of any assets in cash and debts only releasing the Company’s obligations) with a transaction amount of more than RMB30 million, representing more than 5% of the absolute value of the latest audited net assets of the Company, in addition to making timely disclosure, the Company shall also engage a securities service institution qualified to conduct securities and futures business to issue an audit or valuation report on the subject matter of the transaction and submit such transaction to the Shareholders’ general meeting for consideration .

Any guarantee provided by the Company to a connected person, regardless the guarantee amount involved, shall be disclosed in due course and put forward to the Shareholders’ general meeting for consideration after being considered and approved by the Board .

Where the connected transaction is required to be disclosed in accordance with the SSE Listing Rules, the relevant documents shall be submitted and the announcement in relation to the connected transaction shall be prepared in accordance with the SSE Listing Rules .

Article 21 Where provisions of the laws, regulations and listing requirements of the stock exchange(s) on which the Shares of the Company are listed lead to different information disclosure requirements, such specific requirements shall be followed .

• 131 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Chapter 8 Review and Supervision

Article 22 The Company shall conduct regular reviews on connected transactions and keep records accordingly .

Article 23 During the course of audit performed by an accounting firm, the Company shall provide full and true records of connected transactions and provide all relevant records of connected transactions to the Independent Directors .

Article 24 Directors, Supervisors and the senior management of the Company are obligated to closely monitor whether there exists any embezzlement of funds of the Company by any connected person, and whether there exist other problems which infringe the Company’s interests . The Independent Directors and Supervisors of the Company shall have access to records of fund transactions between the Company and connected persons to determine whether there exists any misappropriation or transfer by the controlling Shareholder or its connected persons of the funds, assets or other resources of the Company, and shall notify the Board promptly when they perceive any irregularity to take relevant measures .

Article 25 If any misappropriation or transfer by any connected person of any funds, assets or other resources of the Company has caused or may cause loss to the Company, the Board of the Company shall promptly take protective measures, such as litigation or property preservation, to avoid or mitigate loss .

Chapter 9 Supplementary Provisions

Article 26 Connected transactions entered into between the Company, its subsidiaries, joint ventures and associated companies are exempted from the review by the Board and the consideration at the Shareholders’ general meeting as required hereunder .

Connected transactions entered into between controlled subsidiaries of the Company and other connected persons are deemed to be connected transactions between the Company and such connected persons .

Article 27 Unless otherwise specified, the terms used herein shall have the same meaning as defined in the Articles of Association .

Article 28 These Rules have been reviewed and passed at the Shareholders’ general meeting, and are effective from the date of the initial public offering of RMB denominated ordinary Shares of the Company in the domestic market and the listing of the Shares of the Company on Shanghai Stock Exchange . These Rules are binding on the Company, the Board, Directors, the Supervisory Committee, Supervisors, President and other members of the senior management . The Company may conduct transactions by reference to these Rules prior to the listing of Shares of the Company in the domestic market .

• 132 -

APPENDIX VIII PARTICULARS OF THE RULES FOR THE MANAGEMENT OF CONNECTED TRANSACTION UNDER THE A SHARES

Article 29 Matters not addressed in these Rules shall be conducted in accordance with relevant provisions of the laws and regulations of the PRC and the Articles of Association . In case of any conflict between provisions of these Rules and the laws and regulations to be promulgated from time to time in future and any legitimate amendments to the Articles of Association, the provisions of such laws, regulations, and the Articles of Association shall prevail .

Article 30 These Rules shall be amended and construed according to the interpretations of the Board of the Company .

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 133 -

APPENDIX IX

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

==> picture [73 x 76] 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)

WORK MANUAL FOR INDEPENDENT DIRECTORS

Approved at the EGM of China Communications Construction Company Limited on 25 March 2011

• 134 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

CONTENT

Chapter	1	General Provisions	136
Chapter	2	Qualification Requirements for Independent Directors 136
Chapter	3	The Independence of Independent Directors	137
Chapter	4	Nomination, Election and Replacement of Independent Directors 138
Chapter	5	Terms of Reference of Independent Directors 139
Chapter	6	Obligations of Independent Directors 141
Chapter	7	Protection for Independent Directors in the Performance of Duties 141
Chapter	8	Legal Liabilities of Independent Directors 143
Chapter	9	Supplementary Provisions	143

• 135 -

APPENDIX IX

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

Chapter 1 General Provisions

Article 1 To further perfect the corporate governance structure of China Communications Construction Company Limited (hereinafter the “Company”), promote the Company’s normalized operations and ensure the performance of duties by independent directors, this manual is specially formulated in accordance with the relevant provisions of the Company Law of the People’s Republic of China (hereinafter the “Company Law”), the “Guiding Opinions on the Establishment of a System of Independent Directors by Listed Companies” (hereinafter the “Guiding Opinions”), “Standards of Corporate Governance of Listed Companies”, the “Rules Governing the Listing of Securities on the Shanghai Stock Exchange” (hereinafter the “SSE Listing Rules”), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter the “SEHK Listing Rules”), and the “Articles of Association of China Communications Construction Company Limited” (hereinafter the “Articles of Association”) .

Article 2 Independent directors refer to directors who do not take up any post in the Company other than serving as a director or member of any special committee under the board of directors; are not related to the Company and its substantial shareholders (refer to shareholders who separately or jointly hold shares representing more than 5% of the total number of voting shares of the Company) in a way that may prevent them from exercising independent and objective judgments; and have fulfilled the provisions in relation to their independence under the stock exchange listing rules of the jurisdictions where the Company’s shares are listed . Independent directors referred to in this manual shall also meet the requirements on independent non-executive directors as provided under the SEHK Listing Rules .

Article 3 Provisions on directors contained in the Articles of Association are applicable to independent directors, except for those provided otherwise in this manual .

Chapter 2 Qualification Requirements for Independent Directors

Article 4 To be eligible as an independent director of the Company, a person shall:

• (1) possess the qualifications for listed company directorships in accordance with the laws, administrative regulations and other relevant regulations of the listing place;

• (2) possess the independence required under Article 6 of the manual, which means they are not affected by substantial shareholders or de facto controller of the Company or other units or individuals that have material interests in the Company;

• (3) possess basic knowledge on the operations of a listed company, and familiar himself with relevant laws, administrative regulations, systems and rules;

• (4) possess over five years of work experience in the legal and economic fields or otherwise required for his service as an independent director;

• 136 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

• (5) ensure the availability of adequate time and energy to perform the duties of an independent director effectively;

• (6) obtain a certificate concerning his qualifications as an independent director in accordance with relevant regulatory provisions of the listing place .

Article 5 At least one third of the members of the company’s board of directors shall be independent directors, and the number shall not be less than three, of which at least one must be an accounting professional . The accounting professional referred to in this article means a professional with senior title or certified public accountant qualification .

The Company shall have at least one independent director who ordinarily resides in Hong Kong .

Chapter 3 The Independence of Independent Directors

Article 6 Independent directors must possess independence and comply with the requirements concerning the independence of independent directors under the Guiding Opinions, as well as the provisions concerning the independence of independent non-executive directors under the SEHK Listing Rules or otherwise required by the Hong Kong Stock Exchange . The following persons are not allowed to serve as independent directors:

• (1) persons employed by the Company or its subsidiaries (excluding independent directors) and their immediate families; main social relations (immediate families refer to spouses, parents, sons and daughters, etc .; main social relations refer to siblings, fathers-in-law, mothers-in-law, daughters-in-law, sons-in-law, spouses of siblings, siblings of spouses, etc .);

• (2) persons directly or indirectly holding more than 1% of the issued shares of the Company or the Company’s top ten natural person shareholders and their immediate families;

• (3) persons employed by shareholders directly or indirectly holding more than 5% of the issued shares of the Company or the top five shareholders of the Company as well as those persons’ immediate families;

• (4) persons employed by the de facto controller of a listed company or any of its subsidiaries;

• (5) persons who provide financial, legal or consultancy services to the Company and its controlling shareholder or any of their respective subsidiaries, including all team members of any projects, auditing staff of all levels, staff members who sign on relevant reports, partners and chief responsible person of intermediaries providing such services;

• 137 -

APPENDIX IX

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

• (6) persons who serve as a director, supervisor or senior management member in any unit which has significant business transactions with the Company or its controlling shareholder or any of their respective subsidiaries, or who serve as a director, supervisor or senior management member in the controlling shareholder of such unit;

• (7) persons who fall under any of the six categories set forth above during the past year;

• (8) other persons specified in the Articles of Association; and

• (9) other persons deemed by the CSRC or any stock exchange as unsuitable for serving as independent directors .

Chapter 4 Nomination, Election and Replacement of Independent Directors

Article 7 The Company’s board of directors, supervisory board, shareholders separately or jointly holding more than 1% of the issued shares of the Company can nominate candidates for independent directors, whose appointment shall be subject to the election and approval at a general meeting .

Article 8 The nominators of independent directors should obtain the consent of nominees before such nomination . A nominator shall have full knowledge of the occupation, academic qualifications, professional title, detailed working experience, and history of all part-time jobs of the nominee, and shall express opinions on the nominee’s qualifications and independence as an independent director . The nominee shall also make a public declaration stating that there is no such relationship between the nominee and the Company which may affect his or her independent and objective judgments .

The Company’s board of directors shall declare the above information in accordance with relevant provisions before convening a general meeting for the election of independent directors .

Article 9 Before convening a general meeting for the election of independent directors, the Company shall submit relevant information of all nominees to the CSRC and its offices, the Shanghai Stock Exchange and the Hong Kong Stock Exchange . When there is any dissent from the Company’s board of directors concerning the nominee’s situations, the board of directors shall submit its written opinions as well .

Nominees dissented by the CSRC shall be eligible for being a candidate for directorships of the Company but are not eligible as a candidate for independent director . During the election of independent directors at a general meeting, the Company’s board of directors shall elaborate on whether the CSRC has expressed dissents on any candidates for independent directorship .

Article 10 The term of office of independent directors is the same as that of other directors of the Company . At the expiration of a term of office, independent directors may continue in office upon re-election, provided that such consecutive term of office shall not exceed 6 years .

• 138 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

Article 11 If an independent director abstains from attending meetings of the board of directors in person for two times in succession, he shall be deemed to be incapable of performing his duties, and the board of directors shall propose a replacement of the director at a general meeting .

Article 12 Except for the conditions set forth in Article 6 and Article 11 of the manual and the situations in which a person shall not serve as a director under the Company Law, the office of an independent director shall not be terminated without any reason before expiration . In case of termination of a director’s office prior to expiration, it shall be disclosed as a special issue by the Company . If the independent director so removed considers that the reason for his removal is not proper, he or she can make a public declaration .

Article 13 An independent director may tender resignation before expiration of his or her term of office by submitting a written resignation to the board of directors, and providing an explanation of any conditions in relation to his or her resignation or which are considered by him/her as necessary to draw the attention of shareholders and creditors of the Company .

If the proportion of independent directors in the board of directors is lower than the minimum number required under the Guiding Opinions due to the resignation of an independent director, the board of directors shall convene a general meeting for the election of an independent director to fill the vacancy within three months upon the resignation of the independent director . The resignation report of the independent director shall only come into effect when the next independent director fills his vacancy .

Article 14 If an independent director does not meet the independence qualifications or there are other circumstances which render him or her unsuitable to perform the duties of an independent director, and in turn result in the number of independent directors of the Company falling below that required by the Guiding Opinions and the SEHK Listing Rules, the Company shall make up the number of independent directors according to relevant provisions, and inform the Shanghai Stock Exchange and Hong Kong Stock Exchange, issue an announcement and engage another independent director .

Chapter 5 Terms of Reference of Independent Directors

Article 15 In order to bring independent directors’ functions into full play, besides the authorities endowed by the Company Law, the SEHK Listing Rules, the SSE Listing Rules and other relevant laws and regulations, the Company shall delegate the following specific authorities to independent directors:

• (1) significant connected transactions (refer to connected transactions to be entered into between the Company and any connected person, the aggregate amount of which exceeds RMB3 million or 5% of the latest audited net asset value of the Company) shall be submitted to the board of directors for consideration upon approval by independent directors;

• (2) make proposals to the board of directors for the appointment or dismissal of accounting firms;

• 139 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

• (3) make proposals to the board of directors for holding an extraordinary general meeting;

• (4) make proposals to hold board meetings;

• (5) appoint an external auditor or consultancy firms independently;

• (6) collect voting rights from shareholders in public before the convening of a general meeting .

Independent directors exercising the above authorities shall obtain the prior consent of half of all independent directors . Expenses arising from the engagement of intermediaries or performance of duties by independent directors shall be borne by the Company .

If the above proposals are not adopted or the above authorities cannot be exercised normally, the Company shall disclose relevant circumstances .

Article 16 The Company has set up an audit committee, a nomination committee and a remuneration and assessment committee under the board of directors, which shall comprise mainly of independent directors . At least one independent shareholder in the audit committee shall be a professional accountant .

Article 17 Apart from performing the duties set out in Article 15 of this manual, independent directors shall also express their independent opinions to the board of directors or at the general meeting on the following issues:

• (1) nomination, appointment and dismissal of directors;

• (2) appointment or dismissal of senior management members;

• (3) remuneration of directors and senior management members of the Company;

• (4) any existing or new borrowings or payables and receivables by shareholders or de facto controller of the Company or any of their respective connected enterprises with an amount exceeding RMB3 million or 5% of the latest audited net asset value of the Company and whether the Company has adopted any effective measures to recover the debts;

• (5) issues which in the opinion of independent directors may harm the interests of small and medium shareholders;

• (6) Other issues provided in the Articles of Association and the listing rules and other relevant laws and regulations of the jurisdictions where the Company’s shares are listed .

• 140 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

Article 18 Independent directors shall express one of the following kinds of opinions on the issues set out in Article 15 and Article 17 of this manual: consent; qualified opinions specifying reasons; dissent and reasons; or unable to express an opinion and its hindrance .

Article 19 If the issues set out in Article 15 and Article 17 of the manual are issues required to be disclosed in accordance with the listing rules of the jurisdictions where the Company’s shares are listed, the Company shall make a public announcement disclosing the independent directors’ opinions . If the independent directors have diverse opinions and cannot reach consensus, the board of directors shall disclose opinions of each independent director separately .

Chapter 6 Obligations of Independent Directors

Article 20 Independent directors owe the duty of faithfulness and diligence to the Company and its shareholders as a whole . Independent directors shall perform their duties earnestly in accordance with the requirements under relevant laws, regulations, the Guiding Opinions, the SEHK Listing Rules and the Articles of Association; protect the interests of the Company as a whole; and pay attention to ensure that the legal rights and interests of small and medium shareholders are not harmed .

Article 21 Independent directors shall perform their duties independently without being influenced by major shareholders or de facto controller of the Company, or other units or persons that have an interest in the Company . Article 22 In principle, independent directors can serve as an independent director for up to five listed companies and shall make sure that there is enough time and energy to discharge his duties as an independent director effectively .

Article 23 Independent directors shall attend board meetings on time, understand the business and operations of the Company, take the initiative to investigate and obtain the information required for making strategic decisions . Independent directors shall submit annual work reports at the annual general meeting of the Company and explain the performance of their duties .

Article 24 Independent directors shall comply with the provisions under the Model Code of Appendix 10 of the SEHK Listing Rules .

Chapter 7 Protection for Independent Directors in the Performance of Duties

Article 25 The Company shall provide independent directors with necessary working conditions such as offices and ancillary facilities .

Secretary to the board of directors shall be responsible for the coordination among relevant functions and departments upon request by independent directors and providing independent directors with true and adequate background information so that they can give a reasonable basis for their independent judgments and opinions .

• 141 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

Article 26 When an independent director perform his duties, the management and relevant staff of the Company shall provide relevant support without refusal, intervention or withholding, and shall not interfere with his independent performance of duties .

Article 27 The Company shall ensure that independent directors have the same right to know the facts as other directors do . The Company shall inform independent directors of matters which are decided by the board of directors before the statutory time and provide enough information simultaneously . Should an independent director regard the information provided as insufficient, he may request for supplementary information .

The secretary to the board of directors shall positively provide assistance to enable independent directors to carry out their duties, such as updating them of the Company’s affairs, providing them with complete information, inviting independent directors for on-site visits and facilitating communications between independent directors .

Secretary to the board of directors shall arrange announcements with the stock exchange where the Company’s shares are listed in a timely manner if any independent opinion, proposal and written explanation issued by independent directors shall be announced .

Article 28 Information provided to independent directors by the Company shall be kept for at least 5 years by the Company and each independent director .

Article 29 Should an independent director regard the information provided as insufficient, he may request for supplementary information . Whenever two or more independent directors are of the opinion that the information provided is insufficient or the evidence is not explicit, they can jointly request the board of directors in writing to postpone the board meeting or postpone deliberation of the issue before the time appointed for the holding of the meeting, and the board of directors shall accept such arrangement .

Article 30 If independent directors need to appoint intermediaries for professional opinions in considering major connected transactions or special issues, the Company may provide independent directors a list of intermediaries to choose from . The costs arising from the appointment of intermediaries and the performance of duties by independent directors shall be borne by the Company .

Article 31 If independent directors propose to convene an extraordinary general meeting, the board of directors shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to convene the extraordinary general meeting within ten days after receipt of such proposal . If the board of directors agrees to convene the extraordinary general meeting, a notice for convening a general meeting shall be issued within five days after adoption of the resolution by the board of directors . If the board of directors does not agree to convene the extraordinary general meeting, it shall set forth the reasons and publish an announcement .

• 142 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

Article 32 The Company shall grant independent directors an appropriate amount of allowances . Standards set for such allowances shall be formulated by the board of directors, approved at a general meeting, and disclosed in the Company’s annual report .

Besides the above allowances, independent directors shall not obtain other additional and undisclosed benefits from the Company, its major shareholders or any organization or personnel that has an interest in the Company .

Chapter 8 Legal Liabilities of Independent Directors

Article 33 Any of the following situations shall constitute a major dereliction of duties by independent directors:

• (1) Leakage of the Company’s confidential commercial information, resulting in damage to the Company’s legal interests;

• (2) Accepting illicit benefits during the course of performance of duties, or seeking personal profits by taking advantage of their positions as independent directors;

• (3) Refrain from raising objection to board resolutions that, within their knowledge, violate the laws, administrative regulations or the Company’s Articles of Association; and

• (4) Independent directors have not exercised their veto power under the situation where any connected transactions result in major losses to the Company .

Article 34 Where an independent director commits the serious misconduct listed in Article 33 or where an independent director engages in illegal acts prohibited by the Company Law and other relevant laws, regulations and governing documents, resulting in great losses to the Company, he shall be liable for payment of compensation for the losses according to law .

Chapter 9 Supplementary Provisions

Article 35 Unless otherwise stated, the terms used in this manual shall have the same meanings as those used in the Articles of Association .

Article 36 These Rules have been reviewed and passed at the Shareholders’ general meeting, and are effective from the date of the initial public offering of RMB denominated ordinary Shares of the Company in the domestic market and the listing of the Shares of the Company on Shanghai Stock Exchange . The Company may conduct work of independent directors by reference to these Rules prior to the listing of Shares of the Company .

• 143 -

PARTICULARS OF WORK MANUAL FOR INDEPENDENT DIRECTORS

APPENDIX IX

Article 37 Matters which are not covered in this manual shall be executed in accordance with the relevant national laws and regulations and the Articles of Association . In the event that the manual is not in congruence with the laws and regulations promulgated by the PRC government in the future or the Articles of Association amended through valid procedure, the relevant national laws and regulations and the Articles of Association shall prevail .

Article 38 This manual shall be amended and construed by the board of directors .

This English language version is provided for reference purposes only. In the event of any inconsistency between the English and the Chinese version, the Chinese version shall prevail.

• 144 -