China Communications Construction Company Limited — Proxy Solicitation & Information Statement 2014

Mar 5, 2014

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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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates [(Note][1)] I/We [(Note][2)] of being the registered holder(s) of [(Note][3)] H shares in the share capital of China Communications Construction Company Limited (the Company ) HEREBY APPOINT the Chairman of the meeting [4)] or [(Note] of as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China on 22 April 2014 at 9:00 a.m. (or at any adjournment thereof) (the Meeting ) for the purpose of considering and, if thought fit, passing the resolutions (the Resolutions ) as set out in the notice convening the Meeting; and (b) at the Meeting to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
1.	To consider and approve:
1.1	the re-election of Mr. Liu Qitao as an executive director of
	the Company be and is hereby considered and approved,
	with effect from 22 April 2014 for a term of three years;
1.2	the election of Mr. Chen Fenjian as an executive director of
	the Company be and is hereby considered and approved,
	with effect from 22 April 2014 for a term of three years;
1.3	the re-election of Mr. Fu Junyuan as an executive director
	of the Company be and is hereby considered and approved,
	with effect from 22 April 2014 for a term of three years;
1.4	the election of Mr. Liu Maoxun as a non-executive director
	of the Company be and is hereby considered and approved,
	with effect from 22 April 2014 for a term of three years;
1.5	the re-election of Mr. Liu Zhangmin as an independent
	non-executive director of the Company be and is hereby
	considered and approved, with effect from 22 April 2014
	for a term of three years;
1.6	the re-election of Mr. Leung Chong Shun as an independent
	non-executive director of the Company be and is hereby
	considered and approved, with effect from 22 April 2014
	for a term of three years;
1.7	the election of Mr. Wu Zhenfang as an independent
	non-executive director of the Company be and is hereby
	considered and approved, with effect from 22 April 2014
	for a term of three years; and
1.8	the election of Mr. Huang Long as an independent non-
	executive director of the Company be and is hereby
	considered and approved, with effect from 22 April 2014
	for a term of three years.
2.	To consider and approve:
2.1	the re-election of Mr. Liu Xiangdong as a supervisor
	representing the shareholders of the Company be and is
	hereby considered and approved, with effect from 22 April
	2014 for a term of three years; and
2.2	the re-election of Mr. Wang Yongbin as a supervisor
	representing the shareholders of the Company be and is
	hereby considered and approved, with effect from 22 April
	2014 for a term of three years.

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

• 1. To consider and approve the issue of asset backed securities by the Company and/or its subsidiaries: (i) that the aggregate principal amount of the securities shall not exceed RMB10 billion; and (ii) that Mr. Liu Qitao and/or Mr. Fu Junyuan be authorised to jointly or separately deal with all relevant matters relating to the issue of asset backed securities.

1. To consider and approve the issue of short-term bonds by the Company: (i) that the aggregate principal amount of the securities shall not exceed RMB10 billion; and (ii) that Mr. Liu Qitao and/or Mr. Fu Junyuan be authorised to jointly or separately deal with all relevant matters relating to the issue of short-term bonds.

2. To consider and approve the issue of mid-to long-term bonds by the Company: (i) that the aggregate principal amount of the securities shall not exceed RMB20 million; and (ii) that Mr. Liu Qitao and/or Mr. Fu Junyuan be authorised to jointly or separately deal with all relevant matters relating to the issue of mid-to long-term bonds.

Dated this day of

2014 Signature [(Note][6)]

Notes:

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

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

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

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

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

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

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

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

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

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