PROPOSED RE-ELECTION OR ELECTION OF DIRECTORS

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 1800) ANNOUNCEMENT PROPOSED RE-ELECTION OR ELECTION OF DIRECTORS PROPOSED RE-ELECTION OR ELECTION OF SUPERVISORS CHANGE OF PARTIES OF A CONNECTED TRANSACTION The board (the Board ) of directors (the Directors, each a Director ) of China Communications Construction Company Limited (the Company ) hereby announces that at the Board meeting held on 28 February 2014, the Board considered and resolved to submit the proposals for re-election or election of Directors for consideration and approval by way of ordinary resolutions by the shareholders of the Company (the Shareholders ) at an extraordinary general meeting of the Company (the EGM ). The Board hereby also announces that at the meeting of the supervisory committee (the Supervisory Committee ) held on 28 February 2014, the Supervisory Committee considered and resolved to submit the proposals for re-election or election of supervisors (the Supervisors, each a Supervisor ) representing the Shareholders for consideration and approval by way of ordinary resolutions by the Shareholders at the EGM. Additionally, at the staff representative general meeting held at 27 February 2014, the Supervisor representing the staff of the Company was elected. Reference is made to the announcement of the Company dated 30 October 2013 in relation to the formation of several project companies including CCCC (Wanxi) Investment and Development Limited ( ) ( CCCC (Wanxi) Investment ). The Board hereby also announces that the resolution has been approved at the Board meeting mentioned above regarding the change of the venture partner from CCCC Real Estate Co. Limited to China Urban and Rural Construction and Development Limited ( ) for the establishment of CCCC (Wanxi) Investment. PROPOSED RE-ELECTION OR ELECTION OF DIRECTORS The term of office of the current session of the Board has expired according to the articles of association of the Company (the Articles of Association ), thus the Board considered and resolved to submit the proposal in re-election or election of the following persons (the Candidates ) as the members of the Third Session of the Board for consideration and approval by way of ordinary resolutions by the Shareholders: 1

2 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 LIU Zhangmin LEUNG Chong Shun Independent Non-executive Director Independent Non-executive Director Re-elect to be an Independent Re-elect to be an Independent WU Zhenfang Elect to be an Independent HUANG Long Elect to be an Independent Biographical details of the Candidates are set out below: 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 China Communications Construction Group (Limited) ( CCCG ), the parent company of the Company. 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 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 China Harbour Engineering Company (Group) ( 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

3 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 nonexecutive 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 nonexecutive 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 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 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 State-owned Assets Supervisor and Administration Commission of the State Council ( 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 s Mr. Liu Zhangmin, born in 1949, Chinese nationality with no overseas permanent residence, is an Independent of the Company. Mr. Liu also serves as an independent nonexecutive 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 of the Company since December

4 Mr. Leung Chong Shun, born in 1965, Chinese nationality, permanent resident of Hong Kong Special Administrative Region, is an Independent 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 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 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 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. Saved as disclosed above, no Candidate has held any position with the Company or any of its subsidiaries and has not been a director or supervisor in any other listed companies in the past three years. In addition, except for those stated above, 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 announcement. The Candidates will be elected or re-elected as Directors subject to approval by the Shareholders at the EGM, and their terms 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. The emolument of the Candidates will be determined in accordance with the Articles of Association and the remuneration policy of the Company. Except for those stated in this announcement, 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 Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any matter which needs to be brought to the attention of the Shareholders. 4

5 PROPOSED RE-ELECTION OR ELECTION OF 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 considered and resolved to submit the proposals for re-election of Mr. Liu Xiangdong and Mr. Wang Yongbin as the 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. Additionally, at the staff representative general meeting held at 27 February 2014, Mr. Yao Yanmin was elected as the Supervisor representing the staff of the Company. The biographical details of the abovementioned Supervisors candidates are set out as follows: 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. Mr. Liu has been serving as a Supervisor and the Chairman of the Supervisory Committee since September 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 a supervisor representing staff 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 Mr. Yao Yanmin, born in 1963, Chinese nationality with no overseas permanent residence, is the deputy general manager of corporate culture department and the chairman of labour union of the Company. Mr. Yao joined the Company in 1992, and has extensive management experience. He held positions as the head of president office, assistant to the general manager and the deputy general manager of China Road and Bridge Construction Corporation, the head of general office of CCCG and the deputy head of general office of CCCC. Mr. Yao graduated from Guangdong University of Foreign Studies and Renmin University of China with a bachelor s degree in English and a bachelor s degree in law, respectively. Saved as those disclosed above, none of Mr. Liu, Mr. Wang or Mr. Yao has held any position with the Company or any of its subsidiaries and has not been a director or supervisor in any other listed companies in the past three years. In addition, except for those stated above, none of Mr. Liu, Mr. Wang or Mr. Yao has any relationship with any other Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder of the Company. None of Mr. Liu, Mr. Wang or Mr. Yao 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 announcement. 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, while Mr. Yao s term of office will be three years commencing from the date when the re-election of Mr. Liu and Mr. Wang was approved at the Shareholders representative general meeting. The Second Session of the Supervisory Committee will continue to perform the duties until the Third Session of the Supervisory Committee is formed. 5

6 The emoluments of Mr. Liu, Mr. Wang and Mr. Yao will be determined in accordance with Articles of Association and the remuneration policy of the Company. Except for those stated in this announcement, the Directors consider that there is no other information relating to Mr. Liu, Mr. Wang and Mr. Yao 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. CHANGE OF VENTURE PARTNER FOR the establishment OF CCCC (WANXI) INVESTMENT Reference is made to the announcement of the Company dated 30 October 2013 in relation to the formation of several project companies including CCCC (Wanxi) Investment. Unless the context otherwise requires, the expressions in this announcement shall have the same meaning with those defined in the abovementioned announcement. The Board hereby announces that at the Board meeting held on 28 February 2014, it was approved that the venture partner for the establishment of CCCC (Wanxi) Investment changed from CCCC Real Estate to its wholly-owned subsidiary, China Urban and Rural Construction and Development Limited, while other terms in the related cooperative agreement remain unchanged and the establishment of CCCC (Wanxi) Investment is still a connected transaction of the Company. CCCG is the controlling Shareholder of the Company, holding approximately 63.83% interest in the Company as at the date of this announcement. CCCC Water Transportation and CCCC Electronics are subsidiaries of the Company while CCCC Real Estate is the wholly-owned subsidiary of CCCG and China Rural and Urban Construction and Development is a wholly-owned subsidiary of CCCC Real Estate. Therefore, China Rural and Urban Construction is a connected person of the Company and its subsidiaries by virtue of being an associate of the Company s controlling Shareholder. Accordingly, after the change of the venture partner, the establishment of CCCC (Wanxi) Investment still constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. China Urban and Rural Construction and Development Limited is an enterprise established under the laws of the PRC and a wholly-owned subsidiary of CCCC Real Estate. It is primarily engaged in the development, construction and operation of urban and rural real estate (including infrastructure) complex, the lease and sales of commercial house and other businesses. CONVENTION OF THE EGM The EGM to consider and approve, among other things, the ordinary resolutions in relation to the re-election or election of Directors and Supervisors will be held and a circular containing details and notice of the EGM will be dispatched to Shareholders of the Company in due course. Beijing, the PRC 28 February 2014 By Order of the Board China Communications Construction Company Limited LIU Wensheng Company Secretary As at the date of this announcement, 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 6