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 CONNECTED TRANSACTION ESTABLISHMENT OF CCCG OVERSEAS REAL ESTATE The Board is pleased to announce that on 9 December 2015, CCCG Real Estate Group, CRBC and CHEC entered into the Shareholders Agreement regarding their joint investment in and the establishment of CCCG Overseas Real Estate. Pursuant to the Shareholders Agreement, the registered capital of CCCG Overseas Real Estate is US$100 million, of which US$51 million will be contributed by CCCG Real Estate Group, accounting for 51% of the equity interests, and US$24.5 million will be contributed respectively by CRBC and CHEC, each accounting for 24.5% of the equity interests. As at the date of this announcement, CCCG is the controlling shareholder of the Company, holding approximately 63.84% equity interests in the Company. CCCG Real Estate Group is a wholly-owned subsidiary of CCCG, therefore CCCG Real Estate Group is a connected person of the Company. CRBC and CHEC are wholly-owned subsidiaries of the Company. Therefore, the transaction under the Shareholders Agreement constitutes a connected transaction of the Company. As the highest applicable percentage ratio for the abovementioned connected transaction exceeds 0.1% but is less than 5%, accordingly, the abovementioned connected transaction is subject to the reporting and announcement requirements but is exempted from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. BACKGROUND The Board is pleased to announce that on 9 December 2015, CCCG Real Estate Group, CRBC and CHEC entered into the Shareholders Agreement regarding their joint investment in and the establishment of CCCG Overseas Real Estate. Pursuant to the Shareholders Agreement, the registered capital of CCCG Overseas Real Estate is US$100 million, of which US$51 million will be contributed by CCCG Real Estate Group, accounting for 51% of the equity interests, and US$24.5 million will be contributed respectively by CRBC and CHEC, each accounting for 24.5% of the equity interests. 1
SHAREHOLDERS AGREEMENT Date: 9 December 2015 Parties: (i) CCCG Real Estate Group (ii) CRBC (iii) CHEC Registered capital: Capital contribution Percentage in US$ million % CCCG Real Estate Group 51.0 51.0 CRBC 24.5 24.5 CHEC 24.5 24.5 Total 100.0 100.0 The amount of the capital contribution under the Shareholders Agreement is determined after arm s length negotiations by reference to the projected working capital requirements of CCCG Overseas Real Estate. Principal businesses: Payment of the capital contribution: The board of directors: Real estate development and management, and real estate related asset management and technical consultation. All capital contributions shall be made in cash and be completed by the parties within 15 working days from the date on which the Shareholders Agreement becomes effective. The Company will finance the capital contribution with its internal resources. The board of directors of CCCG Overseas Real Estate comprises five directors, of which CCCG Real Estate Group, CRBC and CHEC will each recommend one director, while the other two directorships will be held by the general manager and the secretary to the Party Committee of CCCG Overseas Real Estate nominated by CCCG Real Estate Group. The chairman of the board of directors shall be held by a director recommended by CCCG Real Estate Group. 2
REASONS FOR AND BENEFITS OF ENTERING INTO THE SHAREHOLDERS AGREEMENT The establishment of CCCG Overseas Real Estate will facilitate the Group to better seize the opportunities in the global real estate market, centralize management of overseas real estate development projects, acquire more experience in overseas real estate development and benefit the expansion of the real estate business of the Group overseas, thus it is in the interests of the shareholders of the Company as a whole. CONFIRMATION FROM THE DIRECTORS Mr. Liu Qitao and Mr. Chen Fenjian, the Directors of the Company, are also directors of CCCG, and as such, are considered to have material interest in the above connected transaction, and have abstained from voting on the relevant Board resolutions. Save for Mr. Liu Qitao and Mr. Chen Fenjian, none of the other Directors has or is deemed to have a material interest in the abovementioned connected transaction. The Directors (including the independent non-executive Directors), having made all reasonable and due inquiries, are of the opinion that the abovementioned connected transaction is on normal commercial terms after arm s length negotiation, is fair and reasonable and in the interests of the Company and its shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, CCCG is the controlling shareholder of the Company, holding approximately 63.84% equity interests in the Company. CCCG Real Estate Group is a wholly-owned subsidiary of CCCG, therefore CCCG Real Estate Group is a connected person of the Company. CRBC and CHEC are wholly-owned subsidiaries of the Company. Therefore, the transaction under the Shareholders Agreement constitutes a connected transaction of the Company. As the highest applicable percentage ratio for the abovementioned connected transaction exceeds 0.1% but is less than 5%, accordingly, the abovementioned connected transaction is subject to the reporting and announcement requirements but is exempted from the independent shareholders approval requirement under Chapter 14A of the Listing Rules. GENERAL INFORMATION CCCG Real Estate Group CCCG Real Estate Group is an enterprise established under the laws of the PRC and a wholly-owned subsidiary of CCCG. It is primarily engaged in real estate development, property management, construction engineering project management, sales of self-developed commodity housing, lease of commercial building and office, project investment, investment management, asset management as well as investment consultation and etc.. 3
CRBC CRBC is a wholly-owned subsidiary of the Company incorporated in the PRC and is primarily engaged in engineering contracting such as road, bridge, port, airport, tunnel, waterway transportation construction and municipal projects in the PRC and overseas, as well as businesses such as investment, industrial investment, trading, leasing and servicing. CHEC CHEC is a wholly-owned subsidiary of the Company incorporated in the PRC and is primarily engaged in basic infrastructure construction, such as marine engineering, roads and bridges, railways, airports, complete and other projects. The Company The Company is a leading transportation infrastructure group in the PRC, primarily engaged in the infrastructure construction, infrastructure design, dredging and heavy machinery manufacturing businesses. CCCG CCCG is a state-owned enterprise established under the laws of the PRC and the controlling shareholder of the Company, holding approximately 63.84% equity interests in the Company. CCCG is primarily engaged in shipbuilding, ship chartering and maintenance, ocean engineering, technique consulting services for ships and corollary equipment of harbors, import and export business, property development and other businesses. DEFINITIONS Board CCCG CCCG Overseas Real Estate CCCG Real Estate Group CHEC Company the board of directors of the Company China Communications Construction Group (Limited) ( ), a state-owned enterprise established under the laws of the PRC and the controlling shareholder of the Company CCCG Overseas Real Estate Pte. Ltd. ( ), a company established in Singapore with limited liabilities CCCG Real Estate Group Limited ( ), a wholly-owned subsidiary of CCCG China Harbour Engineering Company Ltd. ( ), a wholly-owned subsidiary of the Company China Communications Construction Company Limited, a joint stock company incorporated in the PRC with limited liability, the H shares of which are listed on The Stock Exchange of Hong Kong Limited under stock code 1800 and the A shares of which are listed on the Shanghai Stock Exchange under stock code 601800 4
connected person CRBC Directors Listing Rules percentage ratio PRC Shareholders Agreement US$ has the meaning ascribed to it under the Listing Rules China Road & Bridge Corporation ( ), a wholly-owned subsidiary of the Company the directors of the Company the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as defined in the Listing Rules the People s Republic of China, which for the purposes of this announcement, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan the shareholders agreement entered into between CCCG Real Estate Group, CRBC and CHEC in relation to the establishment of CCCG Overseas Real Estate on 9 December 2015 the lawful currency of the United States % percent By Order of the Board China Communications Construction Company Limited LIU Wensheng Company Secretary Beijing, the PRC 9 December 2015 As at the date of this announcement, the Directors are LIU Qitao, CHEN Fenjian, FU Junyuan, LIU Maoxun, LIU Zhangmin #, LEUNG Chong Shun # and HUANG Long #. # Independent non-executive director 5