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

Jan 28, 2011

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

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

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (stock code: 1800)

NOTICE OF FOREIGN SHAREHOLDERS CLASS MEETING

Reference is made to the announcement issued by China Communications Construction Company Limited (the Company ) on 30 December 2010 in relation to the proposed A Share Issue and the Merger Agreement. Unless otherwise indicated, capitalized terms used in this notice shall have the same meaning as those defined in the announcement dated 30 December 2010 issued by the Company.

NOTICE IS HEREBY GIVEN that the class meeting of Foreign Shares (the Foreign Shareholders Class Meeting ) of the Company will be held at Conference Room 1911, 19th Floor, CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China on Friday morning of 25 March 2011, immediately following the conclusion of the Extraordinary General Meeting of the Company or any adjournment thereof, to consider and, if thought fit, to pass the following resolutions.

SPECIAL RESOLUTIONS

1. “ THAT conditional upon the obtaining of approvals from CSRC and other relevant regulatory authorities, the allotment and issue of not more than 3,500,000,000 A Shares by the Company in the PRC by way of public offering of A Shares and the following terms and conditions of the proposed A Share Issue be and are hereby approved one by one:

2. (1) Type of securities to be issued: A Shares;

3. (2) Nominal value: RMB1.00 each;

4. (3) 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;

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6. (4) Target subscribers: The target subscribers of A Shares include:

7. 1) 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). The proposed A Share Issue to the aforementioned target subscribers 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

8. 2) all CRBC Target Shareholders whose name appear on the register of members of CRBC after the closing of trading on the record date to be determined and announced by the Company, (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(s)) for the purpose of implementing the Merger Agreement by way of share exchange;

9. (5) Basis for determining the price: the issue price arrange 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;

10. (6) Number of A Shares to be issued: Not more than 3,500,000,000 A Shares (including those A Shares to be issued for the purpose of implementing the Merger Arrangement), which will represent approximately 19.10% of the enlarged issued share capital of the Company immediately after the completion of the A Share Issue and the Merger Arrangement;

11. (7) Use of proceeds:

12. 1) 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 and regulations) by way of public offering, the proceeds raised will be used to purchase dredging equipments, engineering ships and mechanical equipments and engineering equipments immediately needed by the new market for development of high-speed railways, urban subways, tunnels., to invest in traffic infrastructure construction related BOT projects and BT projects, to provide working capital to general contracting projects and repay bank loans.

13. 2) 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 from the public.

14. (8) 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 retained profits at the time of the A Share Issue;

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16. (9) Validity period of this resolution: This resolution shall be valid for a period of 12 months from the date of passing of this resolution at the Foreign Shareholders Class Meeting.”

17. “ THAT conditional upon the obtaining of approvals from the CSRC and other relevant regulatory authorities, the approval from the shareholders of CRBC and the passing of the above special resolution 1, the Merger Arrangement be and is hereby approved.”

18. “ THAT conditional upon the passing of the above special resolution 2, the Merger Agreement entered into between the Company and CRBC in relation to the Merger Arrangement which incorporates all the principal terms and conditions of the Merger Arrangement in all material aspects be and is hereby approved.”

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

Beijing, the PRC 28 January 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. THE PROPOSED A SHARE ISSUE AND MERGER AGREEMENT

Shareholders are reminded to read carefully details of the proposed A Share Issue as well as the relevant content of the Merger Agreement as contained in the announcement dated 30 December 2010 and the circular of the Company to be despatched to the Shareholders.

2. CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE FOREIGN SHAREHOLDERS CLASS MEETING

The register of members of the Company will be closed from 23 February 2011 to 25 March 2011 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the Foreign Shareholders Class Meeting, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on 22 February 2011.

Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on 25 March 2011 are entitled to attend the Foreign Shareholders Class Meeting.

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3. NOTICE OF ATTENDANCE

Holders of H shares who intend to attend the Foreign Shareholders Class Meeting should complete and lodge the accompanying reply slip and return it to the Company’s H share registrar on or before 4 March 2011. The reply slip may be delivered by hand, by post or by fax to the Company’s H share registrar. Completion and return of the reply slip will not affect the right of a Shareholder to attend the Foreign Shareholders Class Meeting. However, the failure to return the reply slip may result in an adjournment of the Foreign Shareholders Class Meeting, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the Foreign Shareholders Class Meeting by the reply slip does not reach more than half of the total number of shares of the Company carrying the right to vote at the Foreign Shareholders Class Meeting.

4. PROXY

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

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

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

Shareholders or their proxies are required to produce their identification documents when attending the Foreign Shareholders Class Meeting.

5. OTHERS

Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

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