China Communications Construction Company Limited — Proxy Solicitation & Information Statement 2017

Nov 3, 2017

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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)

Revised Form of Proxy for 2017 Second Extraordinary General Meeting

Number of shares to which this revised 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 or [(Note][4)]

of

as my/our proxy/proxies: (a) to act for me/us at the 2017 second extraordinary general meeting of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China at 2:00 p.m. on Wednesday, 22 November 2017 (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 of the Meeting dated 26 September 2017 (the “ Notice ”) and the supplemental notice of the Meeting dated 3 November 2017 (the “ Supplemental Notice ”); 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.

	Special Resolutions				FOR (Note 5)	FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)	AGAINST (Note 5) ABSTAIN (Note 5)
1.	To consider and approve the proposal on the
	satisfaction of the conditions of the public issuance
	of A share convertible bonds;
2.	To consider and approve the proposal on the proposed issuance of							A share convertible bonds:
2.1	Type of securities to be issued
2.2	Size of issuance
2.3	Par value and issue price
2.4	Term
2.5	Interest rate
2.6	Method and timing of interest payment
2.7	Conversion period
2.8	Determination and adjustment of the	conversion
	price
2.9	Terms of downward adjustment to conversionprice
2.10	Method for determining the number of shares for
	conversion
2.11	Entitlement to dividend in the year of conversion
2.12	Terms of redemption
2.13	Terms of sale back
2.14	Method of issuance and target investors
2.15	Subscription arrangement for the		existing
	shareholders
2.16	A share convertible bond holders and		A	share
	convertible bond holders’ meetings

	Special Resolutions			FOR (Note 5)	FOR (Note 5)	FOR (Note 5)		AGAINST (Note 5)	AGAINST (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)	ABSTAIN (Note 5)	ABSTAIN (Note 5)
2.17	Use of proceeds
2.18	Rating
2.19	Guarantee and security
2.20	Deposit account for proceeds raised
2.21	Validity period of the resolution
2.22	Authorizations
3.	To consider and approve the proposal on the
	preliminary plan of the proposed issuance of	A
	share convertible bonds;
4.	To consider and approve the proposal on the
	feasibility report on the use of proceeds raised
	from the proposed issuance of A share convertible
	bonds;
5.	To consider and approve the proposal on the
	dilution of immediate returns by the proposed
	issuance of A share convertible bonds and the
	remedial measure to be adopted;
6.	To consider and approve the proposal on rules for
	A share convertible bond holders’ meeting;
7.	To consider and approve the proposal to general
	meeting to authorize the board of directors or its
	authorized persons to manage the matters relating
	to the propose issuance of A share convertible
	bonds;
8.	To consider and approve the proposal on the
	shareholders’ return plan for three years of 2017	to
	2019;
9.	To consider and approve the proposal for the report
	on the use of previously raised proceeds;
10.	To consider and approve the proposal on the
	amendments to articles of association of the
	Company;
	Ordinary Resolutions			FOR (Note 5)				AGAINST (Note 5)			ABSTAIN (Note 5)
1.	To consider and approve the proposal on the
	connected transaction in relation to the possible
	subscription for A share convertible bonds by China
	Communications Construction Group (Limited);
2.	To consider and approve the proposals on the re-election		or election of members							of the fourth	session of the
	board of directors of the Company:
2.1	To consider and approve the re-election of Mr. Liu
	Qitao as an executive director of the Company,
	with effect from 22 November 2017 for a term	of
	three years;
2.2	To consider and approve the re-election of Mr.
	Chen Fenjian as an executive director of the
	Company, with effect from 22 November 2017 for
	a term of three years;
2.3	To consider and approve the re-election of Mr. Fu
	Junyuan as an executive director of the Company,
	with effect from 22 November 2017 for a term	of
	three years;
2.4	To consider and approve the election of Mr. Chen
	Yun as an executive director of the Company, with
	effect from 22 November 2017 for a term of three
	years;

	3.1 To consider and approve the election of Mr. Li Sen as a supervisor representing the shareholders of the Company, with effect from 22 November 2017 for a term of three years; and
	3.2 To consider and approve the re-election Mr. Wang Yongbin as a supervisor representing the shareholders of the Company, with effect from 22 November 2017 for a term of three years.
	4. To consider and approve the proposal to general meeting to authorize the Board to consider and decide the provision of performance guarantee for the overseas subsidiaries of the Company to perform and implement their projects;
	5. To consider and approve the proposal on the specific self-inspection report on the real estate business;
	6. To consider and approve the proposal on the undertaking on the matters relating to the specific self-inspection of the real estate business issued by the controlling Shareholders, Directors, Supervisors and senior management of the Company.
	Dated this	day of	2017 Signature_(Note 6)_

Notes:

1. Please insert the number of shares registered in your name(s) to which this revised proxy form relates. If no number is inserted, this revised 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 THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE 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 revised 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 and the Supplemental Notice of the Meeting. A tick in the relevant box indicates that the votes attached to all the shares that this revised form relates will be cast accordingly.

1. This revised 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 revised form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.

2. In order to be valid, this revised 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 (i.e. prior to 2:00 p.m. on Tuesday, 21 November 2017).

3. Completion and delivery of the revised 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.

A Shareholder who has not yet completed and returned the form of proxy dated 26 September 2017 (the “ Original Proxy Form ”) is required to complete and return the revised proxy form if you wish to appoint a proxy to attend the Meeting. In this case, the Original Proxy Form shall not be returned.

A Shareholder who has already completed and returned the Original Proxy Form properly should note that:

• (a). if the revised proxy form is not completed and returned properly or if the revised proxy form is returned later than 24 hours before the time appointed for holding the Meeting, the Original Proxy Form will be treated as a valid proxy form returned by you if it is correctly completed and returned. The proxy so appointed by you will be entitled to vote at his or her discretion or to abstain from voting on the resolutions duly put to the Meeting as indicated in the circular of the Company dated 3 November 2017; and

• (b). if the revised proxy form is completed and returned 24 hours before the time appointed for holding the Meeting, the revised proxy form will revoke and supersede the Original Proxy Form previously returned by you. The revised proxy form will be treated as a valid proxy form returned by you if it is correctly completed.

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

1. In the case of joint holders of any share, any one of such joint 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 holders is present at the Meeting, personally or by proxy, the vote of the joint 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 holder(s).