ANNOUNCEMENT - CONTINUING CONNECTED TRANSACTIONS WITH CCCG: ENTERING INTO SUPPLEMENTAL AGREEMENTS TO THE FRAMEWORK AGREEMENTS OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

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.

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)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS WITH CCCG: ENTERING INTO SUPPLEMENTAL AGREEMENTS TO THE FRAMEWORK AGREEMENTS OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

1. ENTERING INTO SUPPLEMENTAL AGREEMENTS TO THE FRAMEWORK AGREEMENTS OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS
   References are made to the announcement of the Company dated 29 August 2018 and the circular of the Company dated 28 September 2018, in relation to, among others: (i) the Financial Services Agreement entered into between CCCC Finance and CCCG, (ii) the Mutual Product Sales and Purchase Agreement entered into between the Company and CCCG and (iii) the Mutual Project Contracting Framework Agreement entered into between the Company and CCCG.
   On 30 March 2021, CCCC Finance and CCCG entered into the Supplemental Agreement to the Financial Services Agreement to (i) adjust the principal services provided by CCCC Finance to CCCG Group under the Financial Services Agreement from deposit services and loan services to deposit services, credit services and other financial services, and (ii) revise the daily maximum balance (including the interests accrued thereon) of credit services provided by CCCC Finance in the financial year ended 31 December 2021 from RMB1,565 million to RMB3,965 million, and set the annual cap for the fees to be charged for other financial services to RMB1 million.

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On 30 March 2021, the Company and CCCG entered into the Supplemental Agreement to the Mutual Product Sales and Purchase Agreement to revise the existing annual cap for the fees to be received by the Group in respect of sales of material products to CCCG Group thereunder for the year ended 31 December 2021 from RMB400 million to RMB1,200 million.

On 30 March 2021, the Company and CCCG entered into the Supplemental Agreement to the Mutual Project Contracting Framework Agreement to revise the existing annual caps for project contracting services fees to be received by the Group from CCCG Group and the labour and subcontracting services fees to be received by CCCG Group from the Group thereunder for the year ended 31 December 2021 from RMB4,000 million to RMB19,200 million and from RMB150 million to RMB4,500 million, respectively.

As at the date of this announcement, CCCG is the controlling Shareholder of the Company holding approximately 57.99% interests in the issued ordinary shares of the Company, and is therefore a connected person of the Company under the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Financial Services Agreement, the Mutual Product Sales and Purchase Agreement and the Mutual Project Contracting Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules.

The provision of deposit services by CCCC Finance to CCCG Group is to be made on normal commercial terms or more favourable terms which are in the Group's interests, and no assets of the Group are to be pledged as security for such deposit services in favour of CCCG Group. Therefore, pursuant to Rule 14A.90 of the Hong Kong Listing Rules, the provision of deposit services by CCCC Finance to CCCG Group under the Financial Services Agreement is exempt from the announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

The provision of other financial services by CCCC Finance to CCCG Group is to be made on normal commercial terms or more favourable terms which are in the Group's interests, and the highest applicable percentage ratio of the annual cap of the fees receivable by CCCC Finance is lower than 0.1%. Therefore, pursuant to Rule 14A.76 of the Hong Kong Listing Rules, the provision of other financial services by CCCC Finance to CCCG Group under the Financial Services Agreement is exempt from the announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

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As the highest applicable percentage ratios of the revised annual caps under the Financial Services Agreement (in relation to provision of credit services), the Mutual Product Sales and Purchase Agreement and the Mutual Project Contracting Framework Agreement (for labour and subcontracting services) exceed 0.1% but are less than 5%, the transactions contemplated under such agreements and the revised annual caps are subject to the reporting, announcement and annual review requirements, but are exempt from the independent Shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio of the revised annual cap for the project contracting services under the Mutual Project Contracting Framework Agreement (in relation to provision of project contracting services) exceeds 5%, the project contracting services under the Mutual Project Contracting Framework Agreement and the revised annual cap are subject to the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

1. AGM
   The AGM will be convened by the Company for, among others, the Independent Shareholders to consider and, if thought fit, to approve the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement.
   For the purpose of the AGM, a circular containing, among other things,
2. 1. details of the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement;
   2. a letter of recommendation from the Independent Board Committee to the Independent Shareholders on the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement; and
   3. a letter of advice from the Independent Financial Adviser to the Independent Shareholders and the Independent Board Committee on the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement will be despatched to the Shareholders on or before 18 May 2021, as additional time is required for the Company to prepare the circular.

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1. ENTERING INTO SUPPLEMENTAL AGREEMENTS TO THE FRAMEWORK AGREEMENTS OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS
   References are made to the announcement of the Company dated 29 August 2018 and the circular of the Company dated 28 September 2018, in relation to, among others: (i) the Financial Services Agreement entered into between CCCC Finance and CCCG, (ii) the Mutual Product Sales and Purchase Agreement entered into between the Company and CCCG and (iii) the Mutual Project Contracting Framework Agreement entered into between the Company and CCCG.
   1. Entering into the Supplemental Agreement to the Financial Services Agreement
   Based on normal business needs, and subject to compliance with the relevant national laws and regulations and the requirements of CCCC Finance on risk control, the Board estimates that the daily maximum balance (including the interests accrued thereon) of the loans provided by CCCC Finance to CCCG Group under the Financial Services Agreement will probably exceed the existing daily maximum balance (including the interests accrued thereon) for the year ended 31 December 2021. Meanwhile, CCCC Finance and CCCG proposed to revise the scope of services provided by CCCC Finance under the Financial Services Agreement. Therefore, on 30 March 2021, CCCC Finance and CCCG entered into the Supplemental Agreement to the Financial Services Agreement to (i) adjust the principal services provided by CCCC Finance to CCCG Group under the Financial Services Agreement from deposit services and loan services to deposit services, credit servicesand other financial services, and (ii) revise the daily maximum balance (including the interests accrued thereon) of credit services provided by CCCC Finance for the year ended 31 December 2021 from RMB1,565 million to RMB3,965 million, and set the annual cap for the fees to be charged for other financial services to RMB1 million.

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Enlarged Scope of Financial Services

After the abovementioned adjustment to the scope of service, pursuant to the Supplemental Agreement to the Financial Services Agreement, CCCC Finance agreed to provide deposit services, credit services and other financial services to CCCG Group according to the principal terms as below.

1. Deposit Services
   CCCC Finance will provide deposit services to CCCG Group.

The deposit interest rates shall be determined through negotiation on an arm's length basis between the parties in accordance with market principles for their own interests and in compliance with interest rate requirements of the PBOC on such type of deposits. The cap and floor deposit rates shall be in accordance with requirements of the PBOC on deposits of the same term and same category and shall not be higher than the interest rates applicable to deposit services of the same term and same category provided by major domestic commercial banks.

1. Credit Services
   Subject to compliance with the relevant national laws and regulations and the requirements of CCCC Finance on risk control, CCCC Finance will provide credit services to CCCG Group, including but not limited to loans, bond subscriptions (the bond rating shall not be lower than AA+, and the types shall be mainly short-, medium- and long-term bonds), various guarantees, etc.
   In particular: (i) the lending interest rates for the provision of loans shall be determined through negotiation on an arm's length basis between the parties in accordance with market principles for their own interests and with reference to the interest rate quoted in the loan market. The lending rates shall not be lower than the interest rates applicable to loan services of the same term and same category provided by major domestic commercial banks. (ii) the quoted interest rate for subscription of the bonds issued publicly by CCCG Group shall not be lower than the issuance interest rate of the bonds of the same term and type successfully issued. (iii) the interest rate or rate of other credit services shall not be lower than the interest rate or rate applicable to credit services of the same term and type offered by major domestic commercial banks.

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1. Other Financial Services
   CCCC Finance will provide CCCG Group with other financial services within the business scope of CCCC Finance, including but not limited to financial and financing consulting services, credit authentication and other related consulting and agent services; assisting in receiving and paying trading payments; dealing with entrusted loans; accepting and discounting bills; conducting internal settlements by transfer account and corresponding designing for such settlements and clearing, etc.;

The fees charged by CCCC Finance for the provision of other financial services shall not be lower than that charged by major domestic commercial banks for financial services of the same type. Where the People's Bank of China or the China Banking and Insurance Regulatory Commission has a fee standard for this type of service, such standard shall be complied with.

Revised Annual Caps

Set out below are details of the revision of the annual caps for the year ended 31 December 2021 and the historical amounts for the two financial years ended 31 December 2020:

	Actual	Actual	Existing	Revised
	amount	amount	annual cap	annual cap
	for the year	for the year	for the year	for the year
	ended	ended	ended	ended
	31 December	31 December	31 December	31 December
Transaction	2019	2020	2021	2021
	RMB million	RMB million	RMB million	RMB million

Daily maximum balance (including the interests accrued thereon) of the services provided by

1. Finance to
   CCCG Group

Fee to be charged by

1. Finance to CCCG Group for provision of other financial services

1,101

2,027

1,565

3,965

-

-

-

1

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The the annual cap for the credit services provided by CCCC Finance to CCCG Group under the Supplemental Agreement to the Financial Services Agreement is determined with reference to the following factors: (i) the actual daily maximum balance (including the interests accrued thereon) of the loans provided by CCCC Finance to CCCG Group for the year ended 31 December 2020; (ii) the high growth rate of historical transaction amounts. The actual daily maximum balance (including the interests accrued thereon) of the loans provided by CCCC Finance to CCCG Group for the year ended 31 December 2020 increased by approximately 82% as compared to the same period of 2019; and (iii) CCCG Group has additional demands for other credit services including bond subscription, provision of various guarantees, etc., and relevant demands have exceeded the expectations when the Company determines the existing daily maximum credit balance (including the interests accrued thereon)

The annual cap for the other financial services provided by CCCC Finance to CCCG Group under the Supplemental Agreement to the Financial Services Agreement was determined after giving consideration to the demands of CCCG Group for other financial services.

The Board confirms that, as at the date of this announcement, the existing daily maximum loan balance (including the interests accrued thereon) of the loan services provided by the Company under the Financial Services Agreement for the year ended 31 December 2021 has not yet been exceeded.

Save as the proposed expansion of service scope and revision of existing annual caps disclosed above, all the other principal terms of the Financial Services Agreement remain unchanged.

2. Entering into the Supplemental Agreement to the Mutual Product Sales and Purchase Agreement

According to the business development, the Board estimates that the fees to be received by the Group in respect of sales of material products to CCCG Group under the Mutual Product Sales and Purchase Agreement will probably exceed the existing annual cap for the year ended 31 December 2021. Therefore, on 30 March 2021, the Company and CCCG entered into the Supplemental Agreement to the Mutual Product Sales and Purchase Agreement to revise the existing annual cap for the fees to be received by the Group in respect of sales of material products to CCCG Group thereunder for the year ended 31 December 2021 from RMB400 million to RMB1,200 million.

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Revision of the Existing Annual Cap
	Actual
	amount	Existing	Revised
	for the year	annual cap for	annual cap for
	ended	the year ended	the year ended
	31 December	31 December	31 December
Transaction	2020	2021	2021
	RMB million	RMB million	RMB million
Sales of material products to CCCG
Group by the Group	1,058	400	1,200

The revised annual cap for the fees to be received by the Group in respect of sales of material products to CCCG Group under the Mutual Product Sales and Purchase Agreement is determined with reference to the following factors: (i) the actual amount of the fees received by the Group in respect of sales of material products to CCCG Group for the year ended 31 December 2020; (ii) the development plan and increased demands for material products of CCCG Group for the year of 2021, which exceed the expectation of the Company in determining the existing annual cap; (iii) the prevailing market prices of material products; and (iv) the current production capacity of the Group.

The Board further confirms that, as at the date of this announcement, the existing annual cap for the fees to be received by the Group in respect of sales of material products to CCCG Group under Mutual Product Sales and Purchase Agreement for the year ended 31 December 2021 has not yet been exceeded.

Save as disclosed above, all the other principal terms of the Mutual Product Sales and Purchase Agreement remain unchanged.

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3. Entering into the Supplemental Agreement to the Mutual Project Contracting Framework Agreement

According to the business development, the Board estimates that the project contracting services fees payable to the Group by CCCG Group and the labour and subcontracting services fees payable to CCCG Group by the Group pursuant to the Mutual Project Contracting Framework Agreement will probably exceed the existing annual caps for the year ended 31 December 2021. Therefore, on 30 March 2021, the Company and CCCG entered into the Supplemental Agreement to the Mutual Project Contracting Framework Agreement to revise the existing annual caps for project contracting services fees to be received by the Group from CCCG Group and the labour and subcontracting services fees to be received by CCCG Group from the Group thereunder for the year ended 31 December 2021 from RMB4,000 million to RMB19,200 million and from RMB150 million to RMB4,500 million, respectively.

Revision of the Existing Annual Caps

	Actual	Actual	Existing	Revised
	amount	amount	annual cap	annual cap
	for the year	for the year	for the year	for the year
	ended	ended	ended	ended
	31 December	31 December	31 December	31 December
Transaction	2019	2020	2021	2021
	RMB million	RMB million	RMB million	RMB million
The project contracting
services provided by the
Group to CCCG Group	4,552	12,431	4,000	19,200
The labour and
subcontracting services
provided by CCCG
Group to the Group	2,936	3,500	150	4,500

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The revised annual cap for the project contracting services fees payable to the Group by CCCG Group under the Mutual Project Contracting Framework Agreement is determined with reference to the following factors: (i) the actual project contracting services fees paid to the Group by CCCG Group for the year ended 31 December 2020; (ii) the adjustment of services scope. On 31 March 2020, the scope of project contracting services provided by the Group under the Mutual Project Contracting Framework Agreement was expanded from the construction services of real estate development projects to the construction, design, consulting, and management services for real estate, sewage treatment and other projects, and therefore exceeding the estimation when determining the existing annual cap by the Company. For details, please refer to the announcements dated 31 March 2020 and 9 June 2020 and the circular dated 20 May 2020 of the Company; (iii) OriginWater's demand for the project contracting services of the Group. On 14 September 2020, OriginWater became a subsidiary of China Urban and Rural, a wholly-owned subsidiary of CCCG. Therefore, it is a connected person of the Company under the Hong Kong Listing Rules, and the provision of project contracting services to it constitutes a connected transaction of the Company and has exceeded the expectations of the Company when the Company determined the existing annual cap; (iv) suspension of certain projects of the Group during the 2020 due to the outbreak of the pandemic. As a result of effective pandemic prevention and control, the work of each project is orderly resumed and accelerated in 2021, leading to an increase in demand for labour and subcontracting services provided by CCCG Group to the Group; (v) the high growth rate of historical transaction amounts. The project contracting services fees paid by CCCG Group to the Group for the year ended 31 December 2020 increased by approximately 130% as compared to the same period of 2019; and (vi) the current construction capacity of the Group.

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The revised annual cap for the labour and subcontracting services fees payable to CCCG Group by the Group under the Mutual Project Contracting Framework Agreement is determined with reference to the following factors: (i) the actual fees payable by the Group to CCCG Group for labour and subcontracting services during the year ended 31 December 2020; (ii) suspension of certain projects of the Group in 2020 due to the outbreak of the pandemic. As a result of effective pandemic prevention and control, the work of each project has fully resumed and accelerated in 2021, leading to an increase in demand for labour and subcontracting services provided by CCCG Group to the Group; (iii) the Group's demand for labour services from OriginWater. On 14 September 2020, OriginWater has became a subsidiary of China Urban and Rural (a wholly-owned subsidiary of CCCG), thus becoming a connected person of the Company under the Hong Kong Listing Rules, and the labour services provided by it to the Company for the sewage treatment and other projects became a connected transaction of the Company and exceeded the expectations of the Company when the Company determined the existing annual caps; (iv) the current capacity of CCCG Group; (v) the prevailing market price for comparable types of services in the same industry; and (vi) an approximately 5% buffer for unexpected fluctuations of the labour and subcontracting services fees payable to CCCG Group by the Group under the Mutual Project Contracting Framework Agreement.

The Board further confirms that, as at the date of this announcement, the existing annual caps for project contracting services fees to be received by the Group from CCCG Group and the labour and subcontracting services fees to be received by CCCG Group from the Group pursuant to the Mutual Project Contracting Framework Agreement for the year ended 31 December 2021 have not yet been exceeded.

Save as disclosed above, all the other principal terms of the Mutual Project Contracting Framework Agreement remain unchanged.

1. REASONS AND BENEFITS OF THE TRANSACTIONS
   1. The Supplemental Agreement to the Financial Services Agreement
   CCCC Finance is a non-banking financial institution, offering comprehensive financial services to enterprises. The Company expects to benefit from the gains generated by the financial services provided by CCCC Finance. Furthermore, the financial services provided by CCCC Finance to CCCG Group can help the Group to improve its capital utilization efficiency and enhance the capability of CCCC Finance in providing professional and comprehensive financial services, which is in line with the Group's business development needs.

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1. 1. The Supplemental Agreement to the Mutual Product Sales and Purchase Agreement
      The Group sells material products such as materials, equipment and components to CCCG Group for its processing and manufacturing of industrial products. As all or part of such industrial products will be sold back by CCCG Group to the Group for its use in the core business, the Directors of the Company are of the view that the Group can benefit from the sale of material products to CCCG Group. In addition, such transaction will improve the revenue of the Company and generate reasonable profit, and is therefore of great significance to the Company's development.
   2. Supplemental Agreement to the Mutual Project Contracting Framework Agreement
      The Group provides the project contracting services for real property and wastewater treatment projects that may be undertaken by CCCG Group. CCCG has made certain progress in exploring each of the aforesaid areas, which therefore boosts the demands for project contracting services. The Directors of the Company believe that the provision of project contracting services to CCCG Group will help the Company to accumulate more experience in relevant sectors, improve the business performance and expand the business scale, which will further strengthen the market competitiveness and facilitate the Group's business development.
      As the Company is mainly engaged in the transportation infrastructure industry, it may require labour and subcontracting services from time to time in the course of its ordinary business. By selecting CCCG Group as a provider of such services, Directors of the Company are of the view that the Company can benefit from its relatively low quotations, its understanding of the Company's business and its extensive experience and expertise in providing such services, and accordingly receive professional and high-quality services at a reasonable cost, which will be conducive to the Company's business operation.
2. HONG KONG LISTING RULES IMPLICATIONS
   As at the date of this announcement, CCCG is the controlling Shareholder of the Company holding approximately 57.99% interests in the issued ordinary shares of the Company, and is therefore a connected person of the Company under the Hong Kong Listing Rules. Accordingly, the transactions contemplated under the Financial Services Agreement, the Mutual Product Sales and Purchase Agreement and the Mutual Project Contracting Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules.

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The provision of deposit services by CCCC Finance to CCCG Group is to be made on normal commercial terms or more favourable terms which are in the Group's interests, and no assets of the Group are to be pledged as security for such deposit services in favour of CCCG Group. Therefore, pursuant to Rule 14A.90 of the Hong Kong Listing Rules, the provision of deposit services by CCCC Finance to CCCG Group under the Financial Services Agreement is exempt from the announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

The provision of other financial services by CCCC Finance to CCCG Group is to be made on normal commercial terms or more favourable terms which are in the Group's interests, and the highest applicable percentage ratio of the annual cap of the fees receivable by

1. Finance is lower than 0.1%. Therefore, pursuant to Rule 14A.76 of the Hong Kong Listing Rules, the provision of other financial services by CCCC Finance to CCCG Group under the Financial Services Agreement is exempt from the announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratios of the revised annual caps under the Financial Services Agreement (in relation to provision of credit services), the Mutual Product Sales and Purchase Agreement and the Mutual Project Contracting Framework Agreement (for labour and subcontracting services) exceed 0.1% but are less than 5%, the transactions contemplated under such agreements and the revised annual caps are subject to the reporting, announcement and annual review requirements, but are exempt from the independent Shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable percentage ratio of the revised annual cap for the project contracting services under the Mutual Project Contracting Framework Agreement (in relation to provision of project contracting services) exceeds 5%, the project contracting services under the Mutual Project Contracting Framework Agreement and the revised annual cap are subject to the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

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IV. CONFIRMATION BY THE DIRECTORS

Mr. Wang Tongzhou and Mr. Liu Maoxun, the Directors of the Company, are also directors of CCCG, and therefore are deemed to have a material interest in the above-mentioned continuing connected transactions and have abstained from voting on the relevant Board resolutions. Save for the said Directors, none of the other Directors has or is deemed to have a material interest in the above-mentioned transactions.

The Directors, including the independent non-executive Directors, having made all reasonable and due inquiries, are of the view that each of the Financial Services Agreement (in relation to provision of credit services), the Mutual Product Sales and Purchase Agreement and the Mutual Project Contracting Framework Agreement (for labour and subcontracting services), and transactions contemplated thereunder are entered into on normal commercial terms in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors, including the independent non-executive Directors, are of the view that the terms, the revised annual caps and the proposed annual cap of the transactions under such agreements are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

Having made all reasonable and due inquiries, the Directors (excluding the independent non- executive Directors, whose opinion will be set forth in the circular by reference to the advice from the Independent Financial Adviser in this regard) are of the view that the transactions of providing project contracting services under the Mutual Project Contracting Framework Agreement (in relation to provision of project contracting services) are entered into on normal commercial terms in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors (excluding the independent non-executive Directors, whose opinion will be set forth in the circular by reference to the advice from the Independent Financial Adviser in this regard) are of the view that the terms and the revised annual cap of the transactions under the Mutual Project Contracting Framework Agreement are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

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1. BACKGROUND AND GENERAL INFORMATION OF THE PARTIES
   The Company is a leading transportation infrastructure enterprise in the PRC focusing on "big transportation" and "big city" and its core businesses are infrastructure construction, infrastructure design and dredging. Its scope of business mainly consists of the investment, design, construction, operation and management of port, waterway, land reclamation, river basin, road and bridge, railway, urban rail transit, municipal infrastructure, construction and environmental protection at home and abroad. The Company is engaged in providing customers with integrated solutions services for each stage of the infrastructure projects leveraging on its extensive operating experience, expertise and know-how accumulated from projects undertaken in a wide range of areas over the decades.

1. Finance is a subsidiary of the Company incorporated in the PRC and a non-banking financial institution. It is primarily engaged in offering comprehensive financial services to enterprises.

CCCG is a state-owned enterprise established under the laws of the PRC and the controlling Shareholder of the Company holding approximately 57.99% equity interests in the issued ordinary shares of the Company as at the date of this announcement. CCCG is primarily engaged in real estate development and property management, shipbuilding, ship chartering and maintenance, ocean engineering, technical consultation services for ships and corollary equipment of harbours, import and export business, investment in and management of transportation industry, and other businesses.

VI. AGM

The AGM will be convened by the Company for, among others, the Independent Shareholders to consider and, if thought fit, to approve the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement. In addition, the Independent Board Committee comprising the independent non-executive Directors will be formed to advise the Independent Shareholders on the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement. The Company has appointed Somerley Capital Limited as the Independent Financial Adviser in accordance with the Hong Kong Listing Rules to advise the Independent Board Committee and the Independent Shareholders in this regard.

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CCCG, which holds approximately 57.99% interests in the issued ordinary shares of the Company as at the date of this announcement, shall abstain from voting on the resolution approving the project contracting services under the Mutual Project Contracting Framework Agreement and the revised annual cap thereof at the AGM. Saved as mentioned above, to the best of the Directors' knowledge, information and belief, none of the other Shareholders has any material interest in the transactions of providing project contracting services under the Mutual Project Contracting Framework Agreement and therefore will be required to abstain from voting on the relevant resolutions at the AGM. The resolutions stated above shall be passed as ordinary resolutions and the voting shall be taken by way of poll in accordance with the Hong Kong Listing Rules.

For the purpose of the AGM, a circular containing, among other things,

1. details of the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement;
2. a letter of recommendation from the Independent Board Committee to the Independent Shareholders on the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement; and
3. a letter of advice from the Independent Financial Adviser to the Independent Shareholders and the Independent Board Committee on the revised annual cap of the project contracting services under the Mutual Project Contracting Framework Agreement will be despatched to the Shareholders on or before 18 May 2021, as additional time is required for the Company to prepare the circular.

VII. DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held
	to, among others, consider and, if thought fit, to approve
	the revised annual cap of the project contracting services
	under the Mutual Project Contracting Framework
	Agreement
"Board"	the board of directors of the Company
"CCCC Finance"	CCCC Finance Company Limited (中交財務有限公
	司), a company incorporated in the PRC with limited
	liability, and a subsidiary of the Company

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"CCCG"	China Communications Construction Group (Limited)
	(中國交通建設集團有限公司), a state-owned enterprise
	established under the laws of the PRC and the controlling
	Shareholder of the Company
"CCCG Group"	CCCG and its subsidiaries, excluding the Group
"China Urban and Rural"	China Urban and Rural Holding Group Co., Ltd.
	(中國城鄉控股集團有限公司), a subsidiary of CCCG
	as at the date of this announcement
"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
"connected person"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Directors"	the directors of the Company
"Financial Services Agreement"	the financial services agreement entered into between
	CCCC Finance and CCCG on 29 August 2018, as
	amended by the supplemental agreements entered into
	on 27 December 2019, 31 March 2020 and 30 March
	2021, respectively
"Group"	the Company and its subsidiaries
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Independent Board	an independent board committee comprising independent
Committee"	non-executive Directors, namely Mr. Huang Long, Mr.
	Zheng Changhong and Mr. Ngai Wai Fung, established
	to advise the Independent Shareholders on the revised
	annual cap of the project contracting services under the
	Mutual Project Contracting Framework Agreement

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"Independent Financial	Somerley Capital Limited, a corporation licensed to
Adviser"	carry out Type 1 (dealing in securities) and Type 6
	(advising on corporate finance) regulated activities
	under the Securities and Futures Ordinance (Chapter
	571 of the Laws of Hong Kong), being the independent
	financial adviser appointed by the Company to advise
	the Independent Board Committee and the Independent
	Shareholders on the revised annual cap of the project
	contracting services under the Mutual Project Contracting
	Framework Agreement
"Independent Shareholders"	shareholders (excluding CCCG) that are not required to
	abstain from voting on the resolution in relation to the
	revised annual cap of the project contracting services
	under the Mutual Project Contracting Framework
	Agreement at the AGM
"Mutual Product Sales and	the mutual product sales and purchase agreement entered
Purchase Agreement"	into between the Company and CCCG on 29 August
	2018, as amended by the supplemental agreement
	entered into on 31 March 2020, 29 October 2020 and
	30 March 2021
"Mutual Project Contracting	the mutual project contracting framework agreement
Framework Agreement"	entered into between the Company and CCCG on
	29 August 2018, as amended by the supplemental
	agreements entered into on 2 January 2019, 27 December
	2019, 31 March 2020, 29 October 2020 and 30 March
	2021, respectively
"OriginWater"	Beijing OriginWater Technology Co., Ltd. (北京碧水源
	科技股份有限公司), a joint stock company incorporated
	in the PRC with limited liability, the A shares of which
	are listed on the Shenzhen Stock Exchange under stock
	code 300070

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"PRC"	the People's Republic of China, which for the purposes
	of this announcement, excludes Hong Kong Special
	Administrative Region, Macau Special Administrative
	Region and Taiwan

"RMB"

"Shareholder(s)"

"Supplemental Agreement

to the Financial Services

Agreement"

"Supplemental Agreement to the Mutual Product Sales and Purchase Agreement"

"Supplemental Agreement to the Mutual Project Contracting Framework Agreement"

Renminbi, the lawful currency of the PRC

the shareholder(s) of the Company

the supplemental agreement to the Financial Services Agreement entered into between CCCC Finance and CCCG on 30 March 2021

the supplemental agreement to the Mutual Product Sales and Purchase Agreement entered into between the Company and CCCG on 30 March 2021

the supplemental agreement to the Mutual Project Contracting Framework Agreement entered into between the Company and CCCG on 30 March 2021

"%"percent

By Order of the Board

China Communications Construction Company Limited

ZHOU Changjiang

Company Secretary

Beijing, the PRC

30 March 2021

As at the date of this announcement, the Directors of the Company are WANG Tongzhou, LIU Maoxun, HUANG Long#, ZHENG Changhong# and NGAI Wai Fung#.

• Independent non-executive Director

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