China Communications Construction Company Limited

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

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

(stock code: 1800)

PROPOSED RE-ELECTION OR ELECTION OF DIRECTORS PROPOSED RE-ELECTION OF SUPERVISORS PROPOSED ISSUE OF ASSET BACKED SECURITIES PROPOSED ISSUE OF SHORT-TERM BONDS PROPOSED ISSUE OF MID- TO LONG-TERM BONDS 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 22 April 2014 is set out in Appendix II 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 1 April 2014.

Completion and return of the 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.

5 March 2014

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
APPENDIX I – BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS
AND SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II – NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . .	13

– i –

DEFINITIONS

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

“Articles of Association” the articles of association of the Company “Board” the board of Directors of the Company “CCCG” China Communications Construction Group (Limited), a wholly state-owned company incorporated on 8 December 2005 in the PRC which currently holds approximately 63.83% equity interest in the Company
“Chairman” the Chairman of the Board “CHEC Group” China Harbour Engineering Company (Group), one of the predecessors of the Company
“Company” China Communications Construction Company Limited, 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
“Director(s)” the director(s) 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 22 April 2014
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“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 “SASAC” the State-owned Assets Supervisor and Administration Commission of the State Council of the PRC
“Shareholder(s)” the holder(s) of the shares of Company “Supervisory Committee” the supervisory committee of the Company “Supervisor(s)” the supervisor(s) 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 Harbour Road, Wanchai Hong Kong

5 March 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OR ELECTION OF DIRECTORS PROPOSED RE-ELECTION OF SUPERVISORS PROPOSED ISSUE OF ASSET BACKED SECURITIES PROPOSED ISSUE OF SHORT-TERM BONDS PROPOSED ISSUE OF MID- TO LONG-TERM BONDS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 31 December 2013 in connection with the proposed issues of asset backed securities, short-term bonds and mid- to long-term bonds, and the announcement of the Company dated 28 February 2014 in relation to the re-election or election of Directors and Supervisors. The purpose of this circular is to give you notice of the EGM, which is enclosed as Appendix II 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 resolutions to be proposed at the EGM as described below.

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LETTER FROM THE BOARD

At the EGM, ordinary resolutions will be proposed to approve (1) the re-election or election of Directors, and (2) re-election of Supervisor, and special resolutions will be proposed to approve (1) the proposed issue of asset backed securities, (2) the proposed issue of short-term bonds, and (3) the proposed issue of mid- to long-term bonds.

RE-ELECTION OR ELECTION OF DIRECTORS

Reference is made to the announcement of the Company dated 28 February 2014 in relation to the proposed re-election or election of Directors and Supervisors. The term of office of the current session of the Board has expired according to the Articles of Association, thus the Board resolved to submit the proposals for re-election or election of the following persons as the members of the Third Session of the Board for consideration and approval by way of separate ordinary resolutions by the Shareholders at the EGM.

Name	Position in the Company	Proposals
LIU Qitao	Executive Director	Re-elect to be an Executive
		Director
CHEN Fenjian	Vice President	Elect to be an Executive
		Director
FU Junyuan	Executive Director	Re-elect to be an Executive
		Director
LIU Maoxun	–	Elect to be a Non-executive
		Director
LIU Zhangmin	Independent Non-executive	Re-elect to be an Independent
	Director	Non-executive Director
LEUNG Chong Shun	Independent Non-executive	Re-elect to be an Independent
	Director	Non-executive Director
WU Zhenfang	–	Elect to be an Independent
		Non-executive Director
HUANG Long	–	Elect to be an Independent
		Non-executive Director

The biographical details of the above proposed Directors (collectively “Candidate(s)”) are set out in Appendix I to this circular.

Except for those stated in Appendix I to this circular, no Candidate has held any position with the Company or any of its subsidiaries or has not been a director or supervisor in any other listed companies in the past three years. In addition, except for those stated in Appendix I to this circular, no Candidate has any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company. No Candidate has any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong as at the date of this circular.

The Candidates will be re-elected or elected as Directors subject to approval by the Shareholders at the EGM, and their term of office will be three years immediately effective upon the Shareholders’ approval at the EGM. The Second Session of the Board will continue to perform the duties until the Third Session of the Board is formed.

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LETTER FROM THE BOARD

The emolument of the Candidates will be determined in accordance with Articles of Association and the remuneration policy of the Company.

Except for those stated in this circular, the Directors consider that there is no other information relating to the Candidates to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matter which needs to be brought to the attention of the Shareholders.

Upon the Shareholders’ approval of the election or re-election of the Candidates, there will be eight Directors, which will fall short of the requirement of nine Directors under the Articles of Associate. The Company will appoint a Director as soon as practicable to fill in the vacancy.

RE-ELECTION OF SUPERVISORS

Reference is made to the announcement of the Company dated 28 February 2014 in relation to the proposed re-election or election of Directors and Supervisors. The term of office of the current session of the Supervisory Committee has expired according to the Articles of Association, thus the Supervisory Committee resolved to submit the proposals for re-election of Mr. Liu Xiangdong and Mr. Wang Yongbin as Supervisors representing the Shareholders of the Third Session of the Supervisory Committee for consideration and approval by way of ordinary resolutions by the Shareholders at the EGM.

The biographical details of Mr. Liu Xiangdong and Mr. Wang Yongbin are set out in Appendix I to this circular.

Saved as those disclosed in Appendix I to this circular, neither of Mr. Liu or Mr. Wang has held any position with the Company or any of its subsidiaries or has been a director or supervisor in any other listed companies in the past three years. In addition, except for those stated in Appendix I to this circular, neither of Mr. Liu and Mr. Wang has any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company. Neither of Mr. Liu or Mr. Wang has any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong as at the date of this circular.

Mr. Liu and Mr. Wang will be re-elected as Supervisors subject to approval by the Shareholders at the EGM, and their term of office will be three years immediately effective upon the Shareholders’ approval at the EGM. The Second Session of the Supervisory Committee will continue to perform the duties until the Third Session of the Supervisory Committee is formed.

The emoluments of Mr. Liu and Mr. Wang will be determined in accordance with Articles of Association and the remuneration policy of the Company.

Except for those stated in this circular, the Directors consider that there is no other information relating to Mr. Liu and Mr. Wang to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matter which needs to be brought to the attention of the Shareholders.

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LETTER FROM THE BOARD

PROPOSED ISSUE OF ASSET BACKED SECURITIES

The Company intends to issue asset backed securities in accordance with the following particulars:

(i) Category of asset backed securities
: Including specific asset management plan, single/pooled funds trust plan, specific asset management plan issued by subsidiaries of fund management companies and assetbacked notes
(ii) Issuer
: The Company and/or its subsidiaries
(iii) Aggregate principal amount
: Not exceeding RMB10 billion which will be issued in one or more tranches
(iv) Effective term of the Shareholders’ resolution
: 12 months

The abovementioned issue of asset backed securities requires approval of the Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the approval of the Shareholders by way of a special resolution at the EGM to approve the abovementioned proposed issue of asset backed securities and to generally and unconditionally authorise Mr. Liu Qitao, chairman of the Board and/or Fu Junyuan, chief financial officer of the Company, to jointly or separately decide and deal with all relevant matters in relation to the implementation of the issue of asset backed securities, including without limitation to:

(i) to determine the details of the securitization vehicles under the abovementioned proposed issue, including but not limited to the specific issue plan and terms, such as selection of a manager and the underlying assets, the size of fund raising, duration, categories of interest, pricing, specific credit enhancement measures and selection of professional institutions, etc.;
(ii) to participate in the negotiations of the issue of the securitization vehicles under the abovementioned proposed issue, to execute relevant documents and to conduct appropriate information disclosure;
(iii) to apply to the competent authorities for approval of the issue of the securitization vehicles under the abovementioned proposed issue; and
(iv) to determine and take all necessary actions to implement the issue of the securitization vehicles under the abovementioned proposed issue.

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LETTER FROM THE BOARD

PROPOSED ISSUE OF SHORT-TERM BONDS

The Company intends to issue short-term bonds in accordance with the following particulars:

(i) Category of bonds
: Short-term bonds including super short-term bonds and short-term bonds
(ii) Issuer
: The Company
(iii) Aggregate principal amount
: Not exceeding RMB10 billion which will be issued in one or more tranches
(iv) Term
: The bonds will be issued in the form of a single category, or a combination of different categories
(v) Use of proceeds
: To replenish the Company’s working capital, repay loans, optimise liability structure and apply to the construction of projects in line with national industry policies
(vi) Effective term of the Shareholders’ : 12 months resolution

The abovementioned proposed issue of short-term bonds requires approval of the Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the approval of the Shareholders by way of a special resolution at the EGM to approve the abovementioned proposed issue of short-term bonds and to generally and unconditionally authorise Mr. Liu Qitao, chairman of the Board and/or Fu Junyuan, chief financial officer of the Company, to jointly or separately decide and deal with all relevant matters in relation to the implementation of the abovementioned proposed issue of short-term bonds, including without limitation to:

(i) to determine the details of the abovementioned proposed issue of short-term bonds, including but not limited to the specific issue plan and terms, such as categories of the bonds, currency, number of tranches and categories, arrangements for amount and duration of each tranche and category, method of issue, underwriting, pricing and determination of coupon rate and details of use of the fund raised therefrom, etc.;
(ii) to participate in the negotiations of the abovementioned proposed issue of short-term bonds, to execute relevant documents and to conduct appropriate information disclosure;
(iii) to apply to the competent authorities for approval of the abovementioned proposed issue of short-term bonds; and
(iv) to determine and take all necessary actions to implement the abovementioned proposed issue of short-term bonds.

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LETTER FROM THE BOARD

PROPOSED ISSUE OF MID- TO LONG-TERM BONDS

The Company intends to issue mid-to long-term bonds in accordance with the following particulars:

(i) Category of bonds
: Mid- to long-term bonds including mid-term notes, private targeted bonds, corporate bonds, overseas bonds and all other mid-to long-term bonds permitted by applicable laws
(ii) Issuer
: The Company
(iii) Aggregate principal amount
: Not exceeding RMB20 billion which will be issued in one or more tranches
(iv) Term
: No upper limit to the term of the bonds (including perpetual bonds), the bonds will be issued in the form of a single category, or a combination of different categories
(v) Use of proceeds
: To replenish the Company’s working capital, repay loans, optimise liability structure and apply to the construction of projects in line with national industry policies
(vi) Repayment guarantee
: Permit the Company to undertake to put in place certain measures in accordance with relevant laws and regulations in the event of possible or actual delay or default in the repayment of the principle and interest of the bonds, including but not limited to (1) cancellation of profit distribution to the Shareholders; (2) suspension of material outward investment, merger and acquisition and the implementation of other capital expenditures; (3) reduction or suspension of the remunerations and bonus of Directors and senior management members; (4) prohibition of the transfer of responsible individuals
(vii) Effective term of the Shareholders’ : 12 months resolution

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LETTER FROM THE BOARD

The abovementioned proposed issue of mid-to long-term bonds requires approval of the Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the approval of the Shareholders by way of a special resolution at the EGM to approve the abovementioned proposed issue of mid-to long-term bonds and to generally and unconditionally authorise Mr. Liu Qitao, chairman of the Board and/or Fu Junyuan, chief financial officer of the Company, to jointly or separately decide and deal with all relevant matters in relation to the implementation of the abovementioned proposed issue of mid-to long-term bonds, including without limitation to:

(v) to determine the details of the abovementioned proposed issue of mid-to long-term bonds, including but not limited to the specific issue plan and terms, such as categories of the bonds, currency, number of tranches and categories, arrangements for amount and duration of each tranche and category, method of issue, underwriting, pricing and determination of coupon rate and details of use of the fund raised therefrom, etc.;
(vi) to participate in the negotiations of the abovementioned proposed issue of mid-to long-term bonds, to execute relevant documents and to conduct appropriate information disclosure;
(vii) to apply to the competent authorities for approval of the abovementioned proposed issue of mid-to long-term bonds; and
(viii) to determine and take all necessary actions to implement the abovementioned proposed issue of mid-to long-term bonds.

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 22 April 2014 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 1 April 2014. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

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

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LETTER FROM THE BOARD

RECOMMENDATION

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

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

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BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS AND SUPERVISORS

APPENDIX I

PROPOSED DIRECTORS

Executive Directors

Mr. Liu Qitao , born in 1957, Chinese nationality with no overseas permanent residence, is an Executive Director, Chairman of the Board and President of the Company. Mr. Liu also serves as the chairman of the board, general manager and the director of CCCG. He has in-depth knowledge and extensive managerial and operational experience. Mr. Liu held positions as deputy head of No.13 Bureau of Sinohydro, assistant to general manager and deputy general manager with China National Water Resources and Hydropower Engineering Corporation and acted as general manager of its department of overseas operations, deputy general manager at Sinohydro Corporation and the chairman of the board of Sinohydro International Engineering Co., Ltd., director and general manager of Sinohydro Group Ltd. Mr. Liu graduated from Dalian Institute of Technology (now named as Dalian University of Technology) with a bachelor’s degree in water conservancy and hydropower engineering construction, and is qualified as a Constructor. He is a professor equivalent Senior Engineer and is entitled to the special government allowance awarded by the State Council. Mr. Liu has been serving as the President of the Company since December 2010, as an Executive Director of the Company since January 2011 and as Chairman of the Board since 26 April 2013.

Mr. Chen Fenjian , born in 1962, Chinese nationality with no overseas permanent residence, is a Vice President of the Company. Mr. Chen also serves as the director of CCCG and chairman of the board of Chuwa Bussan Co., Ltd.. He joined the Company in August 1983 and has extensive operational and management experience. Mr. Chen held positions as the deputy head and head of Fourth Navigational Engineering Bureau of CHEC Group, and vice president of CCCG. Mr. Chen graduated from Changsha Communications University with a bachelor’s degree in harbour and channel engineering. He also holds a master’s degree in business administration from Guanghua School of Management of Peking University. He is a professor equivalent Senior Engineer. Mr. Chen has been serving as a Vice President of the Company since September 2006.

Mr. Fu Junyuan , born in 1961, Chinese nationality with no overseas permanent residence, is an Executive Director and the Chief Financial Officer of the Company. Mr. Fu also serves as a non-executive director of China Merchants Bank Co., Ltd., director and vice chairman of Jiang Tai Insurance Brokers Limited. Mr. Fu has extensive operational and financial management experience, and worked for over ten years at the financial bureau and auditing bureau of the Ministry of Transportation. He held positions as chief accountant of CHEC Group, chief accountant and non-executive director of CCCG. Mr. Fu holds a doctor’s degree in business administration from Beijing Jiaotong University. He is a Senior Accountant. Mr. Fu has been serving as an Executive Director and the Chief Financial Officer of the Company since September 2006, and was re-elected in December 2009.

Non-executive Director

Mr. Liu Maoxun , born in 1955, Chinese nationality with no overseas permanent residence, serves as an external director of China Energy Conservation and Environmental Protection Group. He has extensive experience in corporate administration and financial management. Mr. Liu held

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BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS AND SUPERVISORS

APPENDIX I

positions as a staff of Financial Department of and the deputy division director, division director and deputy director of Immediate Financial Division of the former Ministry of Chemical Industry of the PRC, the deputy director of Corporate Reform and Financial Department of the State Bureau of Petroleum and Chemical Industry, the deputy head and head of Service Administration Bureau (Administration Bureau of the Former and Retired Staff) of the former State Economic and Trade Commission, head of Service Administration Bureau (Administration Bureau of the Former and Retired Staff) under the SASAC, deputy head of Inspection Team under the SASAC. Mr. Liu graduated from Correspondence Department of Central Institute of Finance and Banking with a major in industrial accounting and later received a master’s degree in law from the PRC Central Party College. He is a Senior Accountant.

Independent Non-executive Directors

Mr. Liu Zhangmin , born in 1949, Chinese nationality with no overseas permanent residence, is an Independent Non-executive Director of the Company. Mr. Liu also serves as an independent non-executive director of China First Heavy Industries Co., Ltd., independent non-executive director of China Yangtze Power Co., Ltd., and an external director of China Shipping (Group) Company. He has extensive experience in corporate administration and financial management. Mr. Liu worked for Second Automotive Works in various positions including deputy manager of Standard Component Factory, deputy director of supply department, deputy director and director of finance department of Second Automotive Works. He worked at Dongfeng Motor Corporation for a variety of positions, including head of finance department, assistant to general manager, deputy general manager and chief accountant. He also served as executive director and president of Dongfeng Motor Group Co., Ltd. Mr. Liu graduated from Beijing Mechanical Industry Management College with a major in financial accounting of industrial enterprises. He is a senior accountant. Mr. Liu has been serving as an Independent Non-executive Director of the Company since December 2009.

Mr. Leung Chong Shun , born in 1965, Chinese nationality, permanent resident of Hong Kong Special Administrative Region, is an Independent Non-executive Director of the Company. Mr. Leung also serves as an independent non-executive director of China National Materials Co., Ltd., and Lijun International Pharmaceutical (Holding) Co., Ltd., respectively. Mr. Leung has been admitted as a solicitor since 1991 and has extensive experience in legal practice of corporate finance, mergers and acquisitions and initial public offerings. He served as chief representative in Beijing Office of Woo Kwan Lee & Lo and participated in various initial public offerings and acquisition projects for H share and red-chip companies of the PRC. Mr. Leung graduated from the University of Hong Kong and obtained a bachelor’s degree in law with honors. He is qualified as a solicitor in Hong Kong and England. Mr. Leung has been serving as an Independent Non-executive Director of the Company since January 2011.

Mr. Wu Zhenfang , born in 1952, Chinese nationality with no overseas permanent residence, serves as an independent non-executive director of Aluminum Corporation of China Limited. He has extensive experience in corporate operation and overseas investment. Mr. Liu held positions as the deputy general manager of CNOOC Nanhai West Corporation, the general manager and the chairman of China Blue Chemical Limited, assistant to the general manager of China National Offshore Oil

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BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS AND SUPERVISORS

APPENDIX I

Corporation and chairman of CNOOC Gas and Power Limited, and the deputy general manager of China National Offshore Oil Corporation as well as the chairman of the director of several affiliations. He was a member of Hainan Province Standing Committee of the 3rd and 4th Chinese People’s Political Consultative Conference. Mr. Wu graduated from Dalian University of Technology with a major in offshore petroleum engineering and later received an EMBA degree from Shanghai Jiao Tong University. He is a professor equivalent Senior Engineer.

Mr. Huang Long , born in 1953, Chinese nationality with no overseas permanent residence, is the vice president of Huaneng Power International Inc., the term of office for which will be expired in March 2014. He has extensive experience in corporate administration. Mr. Huang held positions as the deputy manager and manager of International Cooperation Department of and manager of International Cooperation and Commercial Contract Department of Huaneng International Power Development Corporation, the vice president and the vice chairman of Huaneng Power International, Inc., the vice president of China Huaneng Group. Mr. Huang graduated with a master’s degree from the Department of Electrical Engineering of North Carolina State University in the United States, majoring in communications and auto-control. He is a Senior Engineer.

PROPOSED SUPERVISORS

Mr. Liu Xiangdong , born in 1958, Chinese nationality with no overseas permanent residence, is a Supervisor of the Company. Mr. Liu held a number of positions at the former State Economy and Trade Commission and the former Ministry of Domestic Trade of the PRC, and served as an inspector of the Enterprises Reform Bureau of SASAC. He has extensive management experience. Mr. Liu holds a master’s degree in science from Hunan University. He has extensive management experience. Mr. Liu has been serving as a Supervisor and the Chairman of the Supervisory Committee since September 2006.

Mr. Wang Yongbin , born in 1965, Chinese nationality with no overseas permanent residence, is a Supervisor and the head of the auditing department of the Company. Mr. Wang also serves as an employee representative supervisor of CCCG, a supervisor of Zhenhua Logistics Group, CCCC Investment Co., Ltd., Zhen Hua (Shenzhen) Engineering Co., Ltd., Shanghai Zhenshalongfu Machinery Co., Ltd., CCCC (Hainan) Construction Investment Co., Ltd. and CCCC Finance Co., Ltd. He has extensive management experience. Mr. Wang graduated from Changsha Communications University with a bachelor’s degree in project finance and accounting. Mr. Wang is a Senior Accountant. Mr. Wang has been serving as a Supervisor of the Company since September 2006.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX II

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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 extraordinary general meeting (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 22 April 2014 to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve, by way of separate ordinary resolutions in relation to the re-election or election of members of the Third Session of the board of directors of the Company:
1.1 THAT 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 THAT 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 THAT 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 THAT 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 THAT 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 THAT 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;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX II

1.7 THAT 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 THAT 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.
To consider and approve, by way of separate ordinary resolutions in relation to the re-election of supervisors representing shareholders of the Company of the Third Session of the supervisory committee of the Company.
2.1 THAT 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 THAT 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

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.
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.
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 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 mid-to long-term bonds.

By order of the Board

China Communications Construction Company Limited LIU Qitao Chairman

Beijing, the PRC 5 March 2014

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 II

Notes:

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

The register of members of the Company will be closed from 23 March 2014 to 22 April 2014 (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, 21 March 2014.

Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on 22 April 2014 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 1 April 2014. 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 in person and voting at the EGM 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 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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China Communications Construction Company Limited Proxy Solicitation & Information Statement 2014

50179_rns_2014-03-05_b1d0f1a4-ae30-4d1b-b094-f5ed3b5fd000.pdf

中國交通建設股份有限公司