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China Communications Construction Company Limited Proxy Solicitation & Information Statement 2018

Sep 28, 2018

50179_rns_2018-09-28_a097cd21-4e28-4374-8c49-1ee71e466d19.pdf

Proxy Solicitation & Information Statement

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that 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, the PRC at 2:00 p.m. on Tuesday, 20 November 2018 for the purpose of considering and, if thought fit, passing the following resolutions (unless otherwise specified, terms used in this notice have the same meanings as defined in the circular of the Company dated 28 September 2018):

As Ordinary Resolutions

  1. To consider and approve the resolution in relation to the proposed entering into of the supplemental agreement of the Existing Financial Services Agreement between CCCC Finance and CCCG, and the revised cap thereunder;

  2. To consider and approve the resolution in relation to the proposed entering into of the supplemental agreement of the Existing Finance Lease Framework Agreement between CCCC Financial Leasing and CCCG, and the revised cap thereunder;

  3. To consider and approve the resolution in relation to the proposed entering into of the Financial Services Agreement between CCCC Finance and CCCG, and the proposed annual caps thereunder;

  4. To consider and approve the resolution in relation to the proposed entering into of the Finance Lease and Commercial Factoring Agreement between CCCC Financial Leasing and CCCG, and the proposed annual caps thereunder;

  5. To consider and approve the resolution in relation to the proposed entering into of the Mutual Product Sales and Purchase Agreement between the Company and CCCG, and the proposed annual caps thereunder;

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  1. To consider and approve the resolution in relation to the proposed entering into of the Mutual Project Contracting Framework Agreement between the Company and CCCG, and the proposed annual caps thereunder; and

  2. To consider and approve the resolution in relation to the proposed entering into of the Finance Lease and Commercial Factoring Framework Agreement between the Company and CCCC Financial Leasing, and the proposed annual caps thereunder.

By Order of the Board

China Communications Construction Company Limited ZHOU Changjiang Company Secretary

Beijing, the PRC 28 September 2018

As at the date of this notice, the Directors are LIU Qitao, FU Junyuan, CHEN Yun, LIU Maoxun, QI Xiaofei, HUANG Long[#] , ZHENG Changhong[#] and NGAI Wai Fung[#] .

  • # Independent non-executive Director

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Notes:

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

For purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 22 October 2018 to Tuesday, 20 November 2018 (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, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 19 October 2018. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Tuesday, 20 November 2018 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 Tuesday, 30 October 2018. 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 authorized 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 authorized 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, Wanchai, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof (i.e. before 2:00 p.m. on Monday, 19 November 2018). If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarized. The notarized 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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