China Communications Construction Company Limited — Proxy Solicitation & Information Statement 2013

Sep 13, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

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

(Stock Code: 1800)

PROPOSED CHANGES TO THE USE OF PROCEEDS RAISED FROM THE A SHARE ISSUE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Wednesday, 30 October 2013 is set out in Appendix I to this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. If you intend to attend the EGM, you are required to complete and return the reply slip to the Company’s H share registrar on or before 10 October 2013.

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

13 September 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . .	7

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DEFINITIONS

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

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

• “A Share Issue” the issue of an aggregate of 1,349,735,425 A shares by the Company, which were listed on the Shanghai Stock Exchange on 9 March 2012

• “Articles of Association” the articles of association of the Company “Board” the board of directors of the Company “BOO” build-own-operate “BOT” build-operate-transfer “BT” build-transfer “Chairman” the Chairman of the Board “Company” China Communications Construction Company Limited, a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Hong Kong Stock Exchange under the stock code 1800 and the A shares of which are listed on the Shanghai Stock Exchange under the stock code 601800

• “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Wednesday, 30 October 2013

“H shares”

• overseas-listed foreign invested shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange

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

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

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DEFINITIONS

“PRC”	the People’s Republic of China, but for the purposes of this
	circular only, excludes the Hong Kong Special Administrative
	Region of the PRC, the Macau Special Administrative Region
	of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholders”	the shareholders of the Company

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LETTER FROM THE BOARD

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

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

(Stock Code: 1800)

Executive Directors LIU Qitao FU Junyuan

Non-executive Director ZHANG Changfu

Independent Non-executive Directors LU Hongjun YUAN Yaohui ZOU Qiao LIU Zhangmin LEUNG Chong Shun

Registered Office 85 De Sheng Men Wai Street Xicheng District Beijing 100088 China Principal Place of Business in Hong Kong Room 2805, 28th Floor Convention Plaza Office Tower 1 Harbour Road, Wanchai Hong Kong

13 September 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGES TO THE USE OF PROCEEDS RAISED FROM THE A SHARE ISSUE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 28 June 2013 in connection with the proposed changes to the use of proceeds raised from the A Share Issue. The purpose of this circular is to give you notice of the EGM, which is enclosed as Appendix I to this circular, and to provide you with information which is reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the EGM as described below.

At the EGM, an ordinary resolution will be proposed to approve the proposed changes to the use of proceeds raised from the A Share Issue.

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LETTER FROM THE BOARD

PROPOSED CHANGES TO THE USE OF PROCEEDS RAISED FROM THE A SHARE ISSUE

Reference is made to the announcements of the Company dated 7 March 2012 in relation to the listing of A shares and publication of the final version of the A share prospectus. The total proceeds raised from the A Share Issue amounted to RMB4,999,999,995.

As described in the paragraph headed “Use of Proceeds” in the A share prospectus, the original plan in relation to the use of proceeds raised from the A Share Issue was set out below:

			Amount of
			Proceeds Raised
		Items of Use of Proceeds Raised from the A Share	from the
Types	No.	Issue	A Share Issue
			(RMB’000)
Purchasing of	1	Purchase of dredging vessels	1,945,000
equipment
	2	Purchase of engineering ships and mechanical
		equipment (list of equipments to be purchased was also
		set out in the A share prospectus)	1,110,000
Investment projects	3	Extension line of Guangming Expressway project	110,000
	4	Xianning-Tongshan Expressway project	225,000
	5	Yulin-Jiaxian Expressway project	360,000
	6	Construction project of Nanjing Weisan Road Tunnel	195,000
	7	Construction project of Peiling-Fengdu Expressway	360,000
	8	Construction project of Fengdu-Shizhu Expressway	335,000
	9	Construction project of Yongchuan-Jiangjin section of
		the Chongqing Third-ring Expressway	360,000
Total			5,000,000

After deducting all offering related expenses, the net proceeds raised from the A Share Issue amounted to RMB4,864,034,779, among which, RMB1,840,168,400 has been utilised as at 31 December 2012. The remaining proceeds raised from the A Share Issue amounted to RMB3,023,866,400.

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LETTER FROM THE BOARD

Proposed Changes to the Use of Proceeds Raised from the A Share Issue

The Board proposed to make adjustments to the intended use of proceeds raised from the A Share Issue in the following manner:

• (1) All proceeds under item (1) – “Purchase of dredging vessels” of approximately RMB1,892,110,100 will be used in the following manner:

• (i) RMB1,100,000,000 will be used in the development of the BOT Project of Guizhou Guiyang-Weng’an Expressway;

• (ii) RMB330,000,000 will be used in the development of the BOT Project of FengduZhongxian Expressway of Chongqing Coastal Expressway; and

• (iii) RMB462,110,100 will be used to supplement the Company’s working capital permanently.

• (2) All proceeds under item (2) – “Purchase of engineering ships and mechanical equipment” of approximately RMB1,079,814,700 will be used to purchase two crane vessels (planned to utilize RMB740,000,000 of the proceeds raised) and eight shield machines (planned to utilize RMB339,814,700 of the proceeds raised) .

• (3) All accrued interests on the proceeds raised from the A Share Issue will be used to supplement the Company’s working capital permanently.

Project Background

• (i) BOT Project of Guiyang-Weng’an Expressway in Guizhou

Guiyang-Weng’an Highway in Guizhou stretches from Peixi interchange on the northeastern ring road of Guiyang Beltway to the planned Jiangkou-Weng’an Expressway. The project has been approved by Guizhou Development and Reform Commission.

• (ii) BOT Project of Fengdu-Zhongxian Expressway of Chongqing Coastal Expressway

Fengdu-Zhongxian Expressway is a key section as stated in the Planning of the Expressway Network in Chongqing (《重慶市高速公路網規劃》) and also a convenient channel to leave Chongqing for Hubei. Chongqing Fengdu-Zhongxian Expressway, with an overall length of 32.287 kilometers, is planned to be completed by the end of 2014. The project has been approved by Chongqing Municipal Development and Reform Commission.

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LETTER FROM THE BOARD

Reasons for Changes

The primary reasons for changes to the use of proceeds raised from the A Share Issue are as follows:

With the gradual release of the newly added production capacities from the dredging vessels acquired by the Company during the “Eleventh Five-Year” period and the slowdown of growth rate of demand in the dredging market in 2012, the proceeds originally planned for the purchase of dredging vessels are left idled. In order to increase the efficiency in the utilisation of proceeds raised, the Company intends to terminate the purchase plan of dredging vessels.

The use of the remaining proceeds raised of RMB462,110,100 is changed to supplement the Company’s working capital permanently, which is mainly due to the Company’s long operating cycle and high demand for liquidity and the large amount of working capital to be invested required by the booming investment business such as BOT/BOO/BT projects.

Further, the estimated amount of investment in the purchase of engineering ships and mechanical equipment is significantly higher than the proposed investment amount from proceeds raised as stated in the prospectus, the placement of proceeds raised was later than expected, and there are changes to the industry climate, market demand in respect of such equipment and the technical requirements for equipment to be put in use, therefore, the Company intends to terminate the purchase of engineering ships and mechanical equipment.

Due to the reasons mentioned above, the Board resolved the proposed changes to the use of proceeds. The Directors, including the independent non-executive Directors, considered that the re-allocation of the Company’s proceeds raised from the A Share Issue is in the best interest of the Company and its Shareholders as a whole.

Pursuant to Article 63 of the Articles of Association, any change to the use of proceeds is subject to approval by shareholders at a general meeting. An ordinary resolution will be proposed at the EGM to approve the proposed changes to the use of proceeds raised from the A Share Issue.

EGM

A notice convening the EGM to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on Wednesday, 30 October 2013 is set out in Appendix I to this circular.

No Shareholder is required to abstain from voting in respect of the resolution proposed at the EGM. Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon. If you intend to attend the EGM, you are required to complete and return the reply slip to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, on or before 10 October 2013. Completion and return of the form(s) of proxy will not preclude you from attending the meeting or any adjourned meeting and voting in person should you so wish.

Any vote of the Shareholders at the EGM shall be taken by poll unless otherwise required by the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

For purpose of ascertaining Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 30 September 2013 to 30 October 2013 (both days inclusive), during which time no share transfers will be registered. Instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 27 September 2013. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on 30 October 2013 are entitled to attend the EGM.

RECOMMENDATION

The Board believes that the resolution mentioned above is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the resolution to be proposed at the EGM as set out in the notice of the EGM enclosed as Appendix I to this circular.

By order of the Board China Communications Construction Company Limited LIU Qitao Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX I

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2013 (the EGM ) of China Communications Construction Company Limited (the Company ) will be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on 30 October 2013 to consider and, if thought fit, to pass the following ordinary resolution:

AS ORDINARY RESOLUTION

To consider and approve the proposed changes to the use of proceeds raised from the issue of A shares by the Company.

By Order of the Board China Communications Construction Company Limited LIU Qitao Chairman

Beijing, the PRC

13 September 2013

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

# Independent non-executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX I

Notes:

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

The register of members of the Company will be closed from 30 September 2013 to 30 October 2013 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the EGM, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 27 September 2013.

Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on 30 October 2013 are entitled to attend the EGM.

2. NOTICE OF ATTENDANCE

Holders of H shares who intend to attend the EGM should complete and lodge the accompanying reply slip and return it to the Company’s H share registrar on or before 10 October 2013. 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 EGM. However, the failure to return the reply slip may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders proposing to attend the EGM 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 EGM.

3. PROXY

Every shareholder who has the right to attend and vote at the EGM 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 EGM.

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 EGM. 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 the meeting or any adjourned meeting and voting in person if he so wishes.

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

4. OTHERS

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

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