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

Jan 17, 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)

SUPPLEMENTAL CIRCULAR FOR EXTRAORDINARY GENERAL MEETING PROPOSED CONNECTED TRANSACTION

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read together with the circular to the Shareholders dated 31 December 2012. A supplemental notice convening the EGM to be held as originally scheduled at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on 21 February 2013 is set out in Appendix I to this supplemental circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed supplemental form of proxy in accordance with the instructions printed thereon.

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

18 January 2013

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	– SUPPLEMENTAL NOTICE OF THE
	EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

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

• “Board” the board of directors of the Company “Capital Contribution Agreement” the capital contribution agreement entered into between the Company and CCCG on 17 September 2012 in relation to the establishment of CCCC Finance

• “CBRC” China Banking Regulatory Commission (中國銀行業監督管理委員 會)

• “CCCC Finance” CCCC Finance Company Limited (中交財務有限公司) (exact name to be approved by the relevant administration agency for industry & commerce), a limited liability company to be incorporated under the laws of the PRC

• “CCCG” China Communications Construction Group (Limited) (中國交通建 設集團有限公司), a state-owned enterprise established under the laws of the PRC and the controlling Shareholder of the Company

• “Chairman” the chairman of the Board “Company” China Communications Construction Company Limited (中國交通 建設股份有限公司), a joint stock limited company duly incorporated in the PRC with limited liability, the H shares of which are listed on the Main Board of the Hong Kong Stock Exchange under the stock code 1800 and the A shares of which are listed on the Main Board of the Shanghai Stock Exchange under the stock code 601800

• “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held as originally scheduled at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m on 21 February 2013

• “Group” the Company and its subsidiaries “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on 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 supplemental circular only, excluding 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 “Shanghai Listing Rules” the Rules Governing the Listing of Securities on The Shanghai Stock Exchange “Shareholder(s)” shareholder(s) of the Company “Supplemental Agreement” the supplemental agreement to the Capital Contribution Agreement entered into between the Company and CCCG on 11 January 2013 “Transaction” the transaction contemplated under the Supplemental Agreement

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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 Registered Office ZHOU Jichang 85 De Sheng Men Wai Street LIU Qitao Xicheng District FU Junyuan Beijing 100088 China

Non-executive Director ZHANG Changfu Principal Place of Business in Hong Kong Room 2805, 28th Floor Independent Non-executive Directors Convention Plaza Office Tower LU Hongjun 1 Harbour Road, Wanchai YUAN Yaohui Hong Kong ZOU Qiao LIU Zhangmin LEUNG Chong Shun 18 January 2013

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR FOR EXTRAORDINARY GENERAL MEETING PROPOSED CONNECTED TRANSACTION AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcements of the Company dated 17 September 2012 and 11 January 2013 in connection with the establishment of CCCC Finance.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to give you supplemental notice of the EGM, which is enclosed as Appendix I to this supplemental 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 proposed at the EGM as described below.

At the EGM, an additional ordinary resolution will be proposed to approve the proposed change of registered capital of CCCC Finance as contemplated under the Supplemental Agreement.

2. ESTABLISHMENT OF CCCC FINANCE

1) The Capital Contribution Agreement

On 17 September 2012, the Company entered into the Capital Contribution Agreement with CCCG, pursuant to which, the Company has agreed to set up CCCC Finance with CCCG. Particulars of the Capital Contribution Agreement are set out below:

Date: 17 September 2012 Parties: (1) CCCG (2) the Company

Scope of Business:

Subject to the final approval of CBRC and the registration with industry and commerce administrative authority, the scope of business of CCCC Finance shall mainly include (i) providing its member(s) with financial and financing consulting services, credit authentication and other related consulting and agent services; (ii) assisting its member(s) in receiving and paying trading payments; (iii) conducting approved insurance agent business; (iv) providing guarantees to its member(s); (v) dealing with entrusted loans and entrusted investments between its members; (vi) accepting and discounting bills for its member(s); (vii) conducting internal settlements by transfer account and corresponding designing for such settlements and clearing; (viii) absorbing deposits from its member(s); (ix) issuing loans and finance leasing to its member(s); (x) conducting inter-bank borrowing; and (xi) other business approved by CBRC.

Registered Capital:

RMB1.5 billion, to be contributed as follows:

1) 5% (equivalent to RMB75 million) by CCCG

• 2) 95% (equivalent to RMB1,425 million) by the Company

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LETTER FROM THE BOARD

Upon approval of CBRC, the registered capital will be fully contributed in cash by each of the Company and CCCG into the temporary account, which was established for the purpose of registration of CCCC Finance, in accordance with the arrangement to be adopted by the first shareholders’ general meeting of CCCC Finance.

The Company’s capital contribution will be financed by the Company’s internal resources.

Basis of Consideration:

The total amount of registered capital is determined after arm’s length negotiations between the Company and CCCG, with reference to the estimated capital requirement of CCCC Finance, the function and future development plan of CCCC Finance.

Board Composition: The board of directors of CCCC Finance shall consist of five directors. The qualification of all directors (including the chairman) is subject to approval by the CBRC or its delegated offices.

2) The Supplemental Agreement

On 11 January 2013, the Company and CCCG entered into the Supplemental Agreement to amend certain terms of the Capital Contribution Agreement. Details of the Supplemental Agreement are set out below:

Date: 11 January 2013 Parties: (1) CCCG (2) the Company

Registered Capital:

Increased to RMB5 billion, to be contributed in cash as follows:

1) 5% (equivalent to RMB250 million) by CCCG 2) 95% (equivalent to RMB4,750 million) by the Company

Board Composition: The board of directors of CCCC Finance shall consist of five directors. Each of the five directors shall be elected by the shareholders at the shareholders’ general meeting of CCCC Finance.

Effectiveness: The effectiveness of the Supplemental Agreement is conditional upon the following being fulfiled:

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LETTER FROM THE BOARD

(1) the internal corporate approval of the Transaction by both parties being obtained; and

• (2) the Supplemental Agreement being duly signed by both parties and being affixed their respective official seal.

Save as the amendments disclosed above, there are no other changes to the Capital Contribution Agreement and all other terms and conditions under the Capital Contribution Agreement shall remain in full force and effect.

The total amount of registered capital is determined after arm’s length negotiations between the Company and CCCG, with reference to the recent changes and development of relevant policies of the CBRC and the People’s Bank of China, the estimated capital requirement of CCCC Finance, the function and future development plan of CCCC Finance. The Company’s capital contribution will be financed by the Company’s internal resources.

3. REASONS FOR THE ESTABLISHMENT OF CCCC FINANCE

The establishment of CCCC Finance will provide more efficient and professional finance services to the Group, and is an important measure to enhance fund management, to strengthen the competitiveness of the Group and to realize the strategic position of the Group as a world class enterprise with international competitiveness. The benefits of the establishment of CCCC finance include the following: (i) helping the Group to improve its financing management and to avoid financing risks; (ii) helping the Group to further realize collective fund management and improve efficiency of capital use; (iii) providing professional and comprehensive financing services to the members of CCCG; and (iv) further promoting the strategic development of the Group.

Entering into the Supplemental Agreement to increase the registered capital of CCCC Finance is in accordance with the recent changes and development of relevant policies of the CBRC and the People’s Bank of China. The increase of the registered capital of CCCC Finance is also beneficial to the expansion of its business scale so as to enable CCCC Finance to provide more comprehensive financial support to the Group.

4. INFORMATION ON THE PARTIES

The Company

The Company is a leading transportation infrastructure group in the PRC, primarily engaged in the infrastructure construction, infrastructure design, dredging and heavy machinery manufacturing businesses.

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LETTER FROM THE BOARD

CCCG

CCCG is a state-owned enterprise established under the laws of the PRC and the controlling Shareholder, holding approximately 63.83% interest in the Company as at the date of this supplemental circular. CCCG is primarily engaged in shipbuilding, ship chartering and maintenance, ocean engineering, technique consulting services for ships and corollary equipment of harbors, import and export business, property development and other businesses.

5. LISTING RULES IMPLICATIONS

Hong Kong Listing Rules Implications

CCCG is the controlling Shareholder of the Company, holding approximately 63.83% interest in the Company as at the date of this supplemental circular, and therefore, is a connected person of the Company under the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Capital Contribution Agreement and the Supplemental Agreement constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio (as defined under Rule 14.07 of the Hong Kong Listing Rules) in respect of the Transaction exceeds 0.1% but is less than 5%, accordingly, such Transaction is subject to the reporting and announcement requirements, but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

Shanghai Listing Rules Implications

Pursuant to Rule 10.2.5 of Shanghai Listing Rules, any related party transaction conducted by a listed issuer with the transaction amount exceeding RMB30 million as well as accounting for more than 5% of the absolute value of a listed issuer’s latest audited net assets, shall be approved by its shareholders. Accordingly, the Transaction is subject to Shareholders’ approval by way of an ordinary resolution.

Directors’ Confirmation

Mr. Zhou Jichang and Mr. Liu Qitao are also directors of CCCG, and are deemed to have material interests in the Transaction and have abstained from voting on the Board resolution. Other than those Directors mentioned above, none of the other Directors has or is deemed to have a material interest in the Transaction.

Having made due and reasonable inquiries, the Directors (including the independent nonexecutive Directors) are of the opinion that the Transaction was entered into after arm’s length negotiations, is on normal commercial terms, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

CCCG will abstain from voting at the EGM on the ordinary resolution approving the Transaction. As at the date of this supplement circular, CCCG held 63.83% of the issued share capital of the Company.

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LETTER FROM THE BOARD

6. SUPPLEMENTAL FORM OF PROXY FOR THE EGM

As a result of the additional proposed resolution subsequent to the dispatch of the notice of the EGM, the original form of proxy for EGM sent together with the notice of the EGM does not contain the proposed additional resolution as set out in this supplemental circular. In this connection, a supplemental form of proxy for the EGM is enclosed with this supplemental circular. You are requested to complete and return the original and the supplemental forms of proxy for EGM in accordance with the instructions printed thereon.

The supplemental form of proxy will not affect the validity of any form of proxy duly completed by you in respect of the resolution set out in the notice of the EGM. If you have validly appointed a proxy to attend and act for you at the EGM but do not complete and deliver this supplemental form of proxy, your proxy will be entitled to vote at his discretion on the ordinary resolution 2 set out in the supplemental notice of the EGM dated 18 January 2013. If the proxy being appointed to attend the EGM under this supplemental form of proxy is different from the proxy appointed under the original form of proxy and both proxies attended the EGM, the proxy validly appointed under the original form of proxy shall be designated to vote at the EGM.

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

7. RECOMMENDATION

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

By order of the Board China Communications Construction Company Limited ZHOU Jichang

Chairman

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APPENDIX I SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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.

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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)

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of China Communications Construction Company Limited (the Company ) dated 31 December 2012 and the notice of extraordinary general meeting of the Company (the EGM ) dated 31 December 2012 (the Notice ), which set out the venue of the EGM and contain the resolution to be tabled before the EGM for shareholders’ approval.

Subsequent to the despatch of the Notice, China Communications Construction Group (Limited) (being a shareholder holding approximately 63.83% of the shares of the Company as at the date of this supplemental notice) ( CCCG ) submitted a proposal to the Board asking the Board to submit the resolution in relation to the proposed change of registered capital of CCCC Finance to the EGM for consideration and approval. Pursuant to relevant provisions of laws, regulations and the articles of association of the Company, the Board presented the aforementioned resolution submitted by CCCG to the EGM for consideration.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as original scheduled at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 9:00 a.m. on 21 February 2013 will consider and, if thought fit, to pass the following resolution as an ordinary resolution in addition to the resolution set out in the Notice:

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SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

APPENDIX I

AS ORDINARY RESOLUTION

1. To consider and approve the proposed transaction in relation to the proposed change of registered capital of CCCC Finance Company Limited as contemplated under the Supplemental Agreement.

By Order of the Board China Communications Construction Company Limited ZHOU Jichang

Chairman

Beijing, the PRC 18 January 2013

As at the date of this supplemental notice, 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 aforementioned resolution, which has been resolved at the 26th meeting of the second session of the Board is subject to the approval by the shareholders of the Company by way of an ordinary resolution at the EGM.

2. A supplemental form of proxy in respect of the ordinary resolution numbered 2 mentioned above is enclosed with the supplemental notice of the EGM of the Company dated 18 January 2013.

3. Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM.

4. Please refer to the Notice for details in respect of other resolution to be passed at the EGM, eligibility for attending the EGM, proxy, registration procedures, closure of register of members and other relevant matters in relation to the EGM.

5. Please refer to the Reply slip of the EGM of the Company dated 31 December 2012 in respect of the timing and address for attending the EGM and other relevant matters.

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