China Communications Construction : Circular for Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Communications Construction Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

1. 1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020;
   2. DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2020;
   3. RE-APPOINTMENTOF ERNST & YOUNG AS THE COMPANY'S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS
      THE COMPANY'S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION;
   4. REPORT OF THE BOARD FOR THE YEAR OF 2020;
   5. REPORT OF DUTY PERFORMANCE OF THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020;
2. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2020;
3. 1. GENERAL MANDATE TO ISSUE NEW SHARES; AND
   2. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Thursday, 10 June 2021 is set out on pages 8 to 11 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. before 2:00 p.m. on Wednesday, 9 June 2021). Completion and return of the form of proxy will not preclude you as a Shareholder from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

30 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - REPORT OF DUTY PERFORMANCE OF
THE INDEPENDENT DIRECTORS
FOR THE YEAR OF 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

DEFINITIONS

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

"A Share(s)"	domestic share(s) in the ordinary share capital of the Company
	with a nominal value of RMB1.00 each, which are listed on the
	Shanghai Stock Exchange
"AGM"	the annual general meeting of the Company for the year ended
	31 December 2020 to be held at CCCC Building, 85 De Sheng
	Men Wai Street, Xicheng District, Beijing, the PRC at 2:00
	p.m. on Thursday, 10 June 2021
"Articles of Association"	the articles of association of the Company (as amended from
	time to time)
"Board"	the board of directors of the Company
"Company" or "CCCC"	China Communications Construction Company Limited, a
	joint stock limited company duly incorporated in the PRC with
	limited liability, the H Shares of which are listed on the Main
	Board of the Hong Kong Stock Exchange under the stock code
	1800 and the A Shares of which are listed on the Main Board
	of the Shanghai Stock Exchange under the stock code 601800
"Company Law"	the Company Law of the People's Republic of China
"Director(s)"	the director(s) of the Company
"H Share(s)"	overseas-listed foreign invested ordinary share(s) in the
	ordinary share capital of the Company with a nominal value of
	RMB1.00 each, which are listed on the Hong Kong Stock
	Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong dollars" or "HKD"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Independent Non-executive	the independent non-executive Director(s) of the Company
Director(s)" or "Independent
Directors(s)"

- 1 -

	DEFINITIONS
"Latest Practicable Date"	22 April 2021, being the latest practicable date for
	ascertaining certain information included herein before the
	printing of this circular
"PBOC"	People's Bank of China
"PRC"	the People's Republic of China and for the purposes of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Regions of the PRC and Taiwan
"Renminbi" or "RMB"	Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules"	the Rules Governing the Listing of Stocks on the Shanghai
	Stock Exchange
"Share(s)"	ordinary share(s) in the share capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Supervisory Committee"	the supervisory committee of the Company

- 2 -

LETTER FROM THE BOARD

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)
Executive Director	Registered Office
WANG Tongzhou	85 De Sheng Men Wai Street
	Xicheng District
Non-executive Director	Beijing 100088
LIU Maoxun	the PRC
Independent Non-executive Directors	Principal Place of Business in Hong Kong
HUANG Long	Room 2805, 28th Floor
ZHENG Changhong	Convention Plaza Office Tower
NGAI Wai Fung	1 Harbour Road, Wanchai
	Hong Kong
	30 April 2021
To the Shareholders,
Dear Sir or Madam,

1. 1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020;
   2. DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2020;
   3. RE-APPOINTMENTOF ERNST & YOUNG AS THE COMPANY'S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS
      THE COMPANY'S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION;
   4. REPORT OF THE BOARD FOR THE YEAR OF 2020;
   5. REPORT OF DUTY PERFORMANCE OF THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020;
2. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2020;
3. 1. GENERAL MANDATE TO ISSUE NEW SHARES; AND
   2. 1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the AGM (as set out on pages 8 to 11 of this circular) and to provide you with all the information which is reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM as described below.

- 3 -

LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to approve the following proposals:

1. the audited consolidated financial statements of the Company for the year ended 31 December 2020;
2. the distribution plan of profit and final dividend of the Company for the year of 2020;
3. the re-appointment of Ernst & Young as the Company's international auditor and Ernst & Young Hua Ming LLP as the Company's domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the Board to determine their respective remuneration;
4. the report of the Board for the year of 2020;
5. the report of duty performance of the Independent Directors for the year of 2020;
6. the report of the Supervisory Committee for the year of 2020; and

At the AGM, special resolution will be proposed to approve the following proposal:

7. the general mandate to issue new Shares.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR

ENDED 31 DECEMBER 2020

An ordinary resolution will be proposed at the AGM to approve the audited consolidated financial statements of the Company for the year ended 31 December 2020. The audited consolidated financial statements are set out in the 2020 annual report of the Company, which was despatched to the Shareholders on 30 April 2021.

DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2020

An ordinary resolution will be proposed at the AGM to approve the distribution plan of profit and final dividend of the Company for the year of 2020.

For the year of 2020, net distributable profit for the Shareholders was approximately RMB14,621 million which is determined based on the financial statements prepared in accordance with China Accounting Standards for Business Enterprises and International Financial Reporting Standards (whichever is lower). The Board has proposed a final dividend of RMB0.18088 (equivalent to approximately HKD0.21422, including tax) per Share (totaling approximately RMB2,924 million which represents approximately 20% of the abovementioned net distributable profit for the Shareholders). The proposed dividend distribution will be distributed to all Shareholders on the basis of the total issued share capital of 16,165,711,425 Shares.

- 4 -

LETTER FROM THE BOARD

The final dividends are expected to be paid to Shareholders whose names appear on the register of members of the Company at the opening of business on Thursday, 24 June 2021. For purpose of ascertaining Shareholders' entitlement to the proposed final dividend, the register of members of the Company will be closed from Monday, 21 June 2021 to Thursday, 24 June 2021 (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, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 18 June 2021. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Thursday, 24 June 2021 are entitled to the final dividends. The proposed final dividends will be denominated and declared in Renminbi and will be paid to holders of A Shares in Renminbi and to holders of H Shares in Hong Kong dollars. The relevant exchange rate is determined at RMB0.84437 equivalent to HKD1.00 as the middle rate of Renminbi to Hong Kong dollars as announced by the PBOC on the date when such dividends were declared. For more information, please refer to the 2020 annual report of the Company, which was despatched to the Shareholders on 30 April 2021.

RE-APPOINTMENT OF ERNST & YOUNG AS THE COMPANY'S INTERNATIONAL AUDITOR AND ERNST & YOUNG HUA MING LLP AS THE COMPANY'S DOMESTIC AUDITOR AND AUTHORISATION TO THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION

An ordinary resolution will be proposed at the AGM to approve the re-appointment of Ernst & Young as the Company's international auditor and Ernst & Young Hua Ming LLP as the Company's domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the Board to determine their respective remuneration.

REPORT OF THE BOARD FOR THE YEAR OF 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Board for the year of 2020. The full text of the report of the Board is set out in the 2020 annual report of the Company, which was despatched to the Shareholders on 30 April 2021.

REPORT OF DUTY PERFORMANCE OF THE INDEPENDENT DIRECTORS FOR THE YEAR

OF 2020

An ordinary resolution will be proposed at the AGM to approve the report of duty performance of the Independent Directors for the year of 2020. The full text of the report of duty performance of the Independent Directors is set out in Appendix I to this circular.

REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2020

An ordinary resolution will be proposed at the AGM to approve the report of the Supervisory Committee for the year of 2020. The full text of the report of the Supervisory Committee is set out in the 2020 annual report of the Company, which was despatched to the Shareholders on 30 April 2021.

- 5 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

A special resolution will be proposed at the AGM to approve that:

1. The Board be and is hereby authorised unconditional general mandate during the Relevant Period (as defined in paragraph (5) below), either separately or concurrently, to allot, issue and/or deal with new A Shares and/or H Shares and to make, grant or enter into offers, agreements and/or options in respect thereof, subject to the following conditions:
2. 1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into or grant offers, agreements and/or options for issuance which might require the exercise of such powers after the end of the Relevant Period;
   2. the number of A Shares and/or H Shares to be separately or concurrently allotted, issued and/or dealt with by the Board, shall not exceed 20% of each of the existing A Shares and/or H Shares of the Company in issue as at the date of the passing of this resolution; and
   3. the Board will only exercise its power under such mandate in accordance with the Company Law, Hong Kong Listing Rules and Shanghai Listing Rules and only if necessary approvals from relevant supervision authorities are obtained.
3. The Board (or the authorised person of the Board) be and is hereby authorised to make such amendments to the Articles of Association when it thinks appropriate to increase the registered share capital and reflect the new capital structure of the Company upon the completion of such allotment, issuance of and dealing with proposed shares; and to take any other necessary actions and to go through any necessary procedures (including but not limited to obtaining approvals from relevant regulatory authorities and completing registration processes with relevant industrial and commercial administration) in order to give effect to the issuance of shares under this resolution.
4. Contingent on the Board resolving to allot, issue and deal with Shares pursuant to this resolution, the Board (or the authorised person of the Board) be and is hereby authorised to approve, execute and deal with or procure to be executed and dealt with, all such documents, deeds and things as it may consider necessary in connection with the issuance of, allotment of and dealing with such shares including, but not limited to, determining the size of the issue, the issue price or coupon rate of the issue, the use of proceeds from the issue, the target of the issue, the place and time of the issue, issuance arrangement in installments, making all necessary applications to relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with relevant regulatory authorities in the PRC and Hong Kong.
5. For the purpose of enhancing efficiency in the decision making process and ensuring the success of issuance, it is proposed to the AGM to approve that the Board delegates such authorisation to the chairman of the Board and/or the president and/or the chief financial officer of the Company, to take charge of all matters related to the issue of shares.

- 6 -

LETTER FROM THE BOARD

1. For the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until the earlier of:
2. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
   2. the expiration of the 12-month period following the passing of this resolution; or
   3. the date on which the authority set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting of the Company.

AGM

A notice convening the AGM of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, the PRC at 2:00 p.m. on Thursday, 10 June 2021 is set out on pages 8 to 11 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. before 2:00 p.m. on Wednesday, 9 June 2021). Completion and return of the form of proxy will not preclude you as a Shareholder from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

Any vote of the Shareholders at the AGM shall be taken by poll unless otherwise required by the Hong Kong Listing Rules. For purpose of ascertaining Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021 (both days inclusive), during which time no share transfers will be registered. In order to be valid, instrument 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, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 4 June 2021. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Thursday, 10 June 2021 are entitled to attend and vote at the AGM.

RECOMMENDATION

The Board believes that the aforementioned resolutions are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the relevant resolutions to be proposed at the AGM as set out in the notice of Annual General Meeting set out on pages 8 to 11 of this circular.

By order of the Board

China Communications Construction Company Limited

Zhou Changjiang

Company Secretary

- 7 -

NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "AGM") 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 Thursday, 10 June 2021 to consider and, if thought fit, to pass the following resolutions (unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 30 April 2021):

As Ordinary Resolutions

1. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2020;
2. To consider and approve the distribution plan of profit and final dividend of the Company for the year of 2020;
3. To consider and approve the re-appointment of Ernst & Young as the Company's international auditor and Ernst & Young Hua Ming LLP as the Company's domestic auditor for a term ending at the next annual general meeting of the Company and the authorisation to the Board to determine their respective remuneration;
4. To consider and approve the report of the Board for the year of 2020;
5. To consider and approve the report of duty performance of the Independent Directors for the year of 2020;
6. To consider and approve the report of the Supervisory Committee for the year of 2020; and

- 8 -

NOTICE OF ANNUAL GENERAL MEETING

As Special Resolution

7. To consider and approve the following as a special resolution:

"THAT

1. The Board be and is hereby authorised unconditional general mandate during the Relevant Period (as defined in paragraph (5) below), either separately or concurrently, to allot, issue and/or deal with new A Shares and/or H Shares and to make, grant or enter into offers, agreements and/or options in respect thereof, subject to the following conditions:
2. 1. such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period enter into or grant offers, agreements and/or options for issuance which might require the exercise of such powers after the end of the Relevant Period;
   2. the number of A Shares and/or H Shares to be separately or concurrently allotted, issued and/or dealt with by the Board, shall not exceed 20% of each of the existing A Shares and/or H Shares of the Company in issue as at the date of the passing of this resolution; and
   3. the Board will only exercise its power under such mandate in accordance with the Company Law, Hong Kong Listing Rules and Shanghai Listing Rules and only if necessary approvals from relevant supervision authorities are obtained.
3. The Board (or the authorised person of the Board) be and is hereby authorised to make such amendments to the Articles of Association when it thinks appropriate to increase the registered share capital and reflect the new capital structure of the Company upon the completion of such allotment, issuance of and dealing with proposed shares; and to take any other necessary actions and to go through any necessary procedures (including but not limited to obtaining approvals from relevant regulatory authorities and completing registration processes with relevant industrial and commercial administration) in order to give effect to the issuance of shares under this resolution.
4. Contingent on the Board resolving to allot, issue and deal with Shares pursuant to this resolution, the Board (or the authorised person of the Board) be and is hereby authorised to approve, execute and deal with or procure to be executed and dealt with, all such documents, deeds and things as it may consider necessary in connection with the issuance of, allotment of and dealing with such shares including, but not limited to, determining the size of the issue, the issue price or coupon rate of the issue, the use of proceeds from the issue, the target of the issue, the place and time of the issue, issuance arrangement in installments, making all necessary applications to relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with relevant regulatory authorities in the PRC and Hong Kong.

- 9 -

NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of enhancing efficiency in the decision making process and ensuring the success of issuance, it is proposed to the AGM to approve that the Board delegates such authorisation to the chairman of the Board and/or the president and/or the chief financial officer of the Company, to take charge of all matters related to the issue of shares.
2. For the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until the earlier of:
3. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;
   2. the expiration of the 12-month period following the passing of this resolution; or
   3. the date on which the authority set out in this resolution is revoked or amended by a special resolution of the Shareholders at a general meeting of the Company."

By order of the Board

China Communications Construction Company Limited

Zhou Changjiang

Company Secretary

Beijing, the PRC

30 April 2021

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

• Independent non-executive Director
  Notes:

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

For purpose of ascertaining Shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021 (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, Wan Chai, Hong Kong no later than 4:30 p.m. on Friday, 4 June 2021. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Thursday, 10 June 2021 are entitled to attend the AGM.

- 10 -

NOTICE OF ANNUAL GENERAL MEETING

1. PROXY
   Every Shareholder who has the right to attend and vote at the AGM 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 AGM.
   A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer or his attorney duly authorised 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 authorised 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, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the holding of the AGM (i.e. before 2:00 p.m. on Wednesday, 9 June 2021). If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised 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 AGM 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 AGM.
2. OTHERS
   The AGM 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.

- 11 -

APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

In 2020, the Independent Directors of China Communications Construction Company Limited (the "Company") performed their duties with due diligence and in strict compliance with the requirements of the Company Law of the People's Republic of China (the "Company Law"), the Code of Corporate Governance for Listed Companies, the Guidance Opinions regarding the Establishment of the System of Independent Directors by a Listed Company and other relevant laws, regulations and regulatory documents, as well as the Articles of Association, the Rules of Procedures for Board Meetings and the Working Manual of Independent Directors. During the year, the Independent Directors of the Company actively participated in various meetings held by the Company, and reviewed, studied and discussed the proposals carefully; they expressed objective, impartial and independent professional opinions on important matters of the Company; they actively attended various trainings and conducted in-depthon-site investigation and research; they maintained close communication with the management and remained abreast of the development of the Company; and they whole-heartedly safeguarded the legitimate rights and interests of all Shareholders, especially the minority Shareholders. We hereby present the report of duty performance of the Independent Directors for the year of 2020 as follows.

1. BASIC INFORMATION OF THE INDEPENDENT DIRECTORS
   The fourth session of the Board of the Company consisted of three Independent Directors, namely, HUANG Long, ZHENG Changhong and NGAI Wai Fung, all of which are experts in the field of our industry or finance and their work experience, professional background and part-time engagements have been disclosed in detail in the annual report of the Company and the relevant announcements.

The Independent Directors of the Company have complied strictly with the relevant provisions of the laws and regulations as well as the Articles of Association, and there is no such occurrence in which their independence is compromised.

1. DUTY PERFORMANCE OF THE INDEPENDENT DIRECTORS DURING THE YEAR
   1. Attendance at Board Meetings
   During the reporting period, the Company held a total of 12 Board meetings, and the attendance records of the Independent Directors are set out in the table below.

			Number of
	Number of	Number of	Meetings	Number of
	Board	Physical	Attended by	Meetings	Number of
Name of Independent	Meetings	Meetings	Electronic	Attended by	Meetings	Objection
Director	Attended	Attended	Means	Proxy	Absent from	Votes Cast
HUANG Long	12	3	9	0	0	0
ZHENG Changhong	12	3	9	0	0	0
NGAI Wai Fung	12	3	9	0	0	0

During the reporting period, the Independent Directors voted in favor of all the proposals considered at the Board meetings with no objections or abstentions.

- 12 -

APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

2. Attendance at the General Meeting

	Annual General
	Meeting for 2019 and
	First Class Meeting of
	A Shareholders and
	First Class Meeting of	First Extraordinary
	H Shareholders	General Meeting
Name of Independent Director	in 2020	in 2020
HUANG Long	✔	✔
ZHENG Changhong	✔	✔
NGAI Wai Fung	On leave	On leave

During the reporting period, the Independent Directors did not raise any objection to the proposals at the general meetings of the Company.

3. Duty Performance by Special Committees of the Board

During the reporting period, all the Independent Directors were members of the special committees of the Board, with Mr. HUANG Long serving as the chairman of the Remuneration and Appraisal Committee and Mr. NGAI Wai Fung serving as the chairman of the Audit and Internal Control Committee. The Independent Directors actively participated in the duty performance of the special committees and gave full play to their roles.

In 2020, the Audit and Internal Control Committee held 10 meetings and considered and approved 42 proposals; the Strategy and Investment Committee held one meeting and considered and approved one proposal; the Remuneration and Appraisal Committee held one meeting and considered and approved one proposal; and the Nomination Committee held one meeting and considered and approved one proposal.

- 13 -

APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

1. Obtaining Real-time Information of the Company's Operation and Management
   During the reporting period, the Independent Directors of the Company maintained close communication with other Directors and the management of the Company, paid close attention to the operation and management of the Company, participated in a number of important meetings such as the annual work conference of the Company, listened to the special reports at the Board meetings, communicated and exchanged opinions, on a regular basis, with the external auditors on issues identified during the audits, and maintained close supervision of the implementation of matters considered and approved by the Board. In addition, the Independent Directors regularly reviewed the monthly reports on the Company's development submitted by the Office of the Board to keep abreast of the progress of major events. The office of the Board provided necessary facilities and adequate support for the Independent Directors to perform their duties, and served their needs with their best efforts, and there are no such circumstances in which they are thought to be preventing the Independent Directors from performing their duties.
2. Field Research and Investigation
   During the reporting period, the Independent Directors visited CCCC Urban Investment, CCCC Industrial Investment, CGHEC (CCCC Guangzhou Harbour Engineering Co., Ltd.), CFHEC, CCCC-FHDI and the headquarters in the Guangdong-HongKong-Macao Greater Bay Area to conduct in-depth investigation and research into the Company's projects. During the investigation, the Independent Directors gained an in-depth understanding of the impact of the COVID-19 pandemic on the operation and management of the Company, and received a comprehensive report on the history, major achievements, typical experiences, problems, major risks and control measures of the Company, and the plan for next stage of development of the Company. After the investigation, the Independent Directors came up with an investigation report based on their findings and made a number of comments and suggestions, which have been promptly fed back to the management of the Company.
3. Making Advice and Recommendations to the Management
   During the reporting period, the Independent Directors put forward a number of opinions and recommendations focusing on the problems and risks arising in the development process of the Company from the perspective of quality development and sound operation of the Company, which were conveyed to the management through various means such as the minutes of meetings, research reports, resolutions and on-site communication, and actively promoted the implementation of their opinions and recommendations using the follow-up mechanism of the office of the Board. We hereby summarize the relevant opinions and recommendations made by the Independent Directors during the reporting period as follows:

1. Harsh measures should be taken to maintain effective control of the "two reserves", and greater efforts should be made to recover the operating cash flow, with specific responsibilities assigned to specific individuals to ensure successful implementation at all levels, so as to ensure the sound operation of the Company.

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APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

1. 1. As one of the most internationalized construction enterprises under the control of the central government, the Company should prudently study and optimize the overseas business strategies, maintain adequate vigilance against the potential risks and always bear in mind the "bottom-line thinking".
   2. The Company should carefully sort out the Company's PPP projects and provide specific guidance to the project companies on how to evade policy and market risks.
   3. The Company should also strengthen the daily management of the connected transactions and improve the expertise in both management and technology.
2. INDEPENDENT OPINIONS ON SIGNIFICANT ISSUES OF THE COMPANY
   During the reporting period, the Independent Directors deliberated the following significant issues of the Company and expressed independent opinions in accordance with the requirements of related national laws and regulations and the provisions of relevant business rules of Shanghai Stock Exchange, which is summarized as follows:
3. 1. Related-Party/ConnectedTransactions
      In strict compliance with the provisions of relevant laws and regulations such as the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Implementation Guidelines for Related Party Transactions of Listed Companies on Shanghai Stock Exchange, the requirements of the Articles of Association and the Rules for the Management of Related-party/Connected Transactions of China Communications Construction Company Limited, the Independent Directors made judgments on the Company's daily related-party transactions and other related-party transactions from the perspective of necessity, objectivity, pricing fairness and reasonableness and the impact to the interests of the Company and the Shareholders according to relevant requirements, and reviewed the estimation for the daily related-party transactions in accordance with relevant procedures.
      The voting procedures of the Board in considering the above issues were in line with relevant laws and regulations such as the Company Law and the Securities Law as well as the relevant provisions of China Securities Regulatory Commission, the Shanghai Stock Exchange and the Company. The related Directors abstained from voting on the resolution regarding related-party/connected transactions. The transactions followed the principles of fairness, impartiality, voluntariness and good faith, and the transaction pricing was fair and reasonable, without any prejudice to the legitimate interests of the Company and the Shareholders, especially the interests of non-related minority Shareholders.

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APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

1. External Guarantee and Fund Occupation
   The Independent Directors have expressed independent opinions on the external guarantee of the Company in 2020. During the reporting period, the Company has not provided guarantee to Shareholders, actual controllers and their related parties. The Company only provided external guarantee to wholly-owned subsidiaries, holding subsidiaries and invested companies. The guarantee provided by the Company has fulfilled the approval procedures of the Board and the general meeting in accordance with the provisions of the Articles of Association. The Company has fulfilled its obligation of information disclosure for its guarantee arrangement in strict accordance with relevant laws and regulations and relevant provisions of China Securities Regulatory Commission. According to the needs for normal operation of the Company, the Company's external guarantee was legal, in line with the laws, regulations and relevant internal rules of the Company at the time of the transaction, without any prejudice to the interests of the Company and its Shareholders. None of the fund of the Company was occupied by the controlling Shareholders and other related parties.

1. Use of Funds
   The Independent Directors expressed independent opinions on the special report regarding the deposit and actual use of the funds raised through preference shares of the Company in 2019, and believed that the deposit and use of the funds raised by the Company met the requirements of the Administrative Measures for Funds Raised by Companies Listed on the Shanghai Stock Exchange and the Management System for the Funds Raised of the Company, and there was no change in the investment of the funds raised or damage to the interests of Shareholders.

(IV) Appointment or Change of Auditor

On 9 June 2020, the Company's annual general meeting for 2019 considered and approved the resolution regarding re-appointment of the international and domestic auditors, and the Independent Directors believed that during the provision of audit services for the Company, Ernst & Young and Ernst & Young Hua Ming LLP conscientiously performed their audit duties, followed relevant professional ethics, and abided by the principles of independence, objectivity and impartiality, maintained professional competence and due attention, and fulfilled the confidentiality obligation of the information obtained in the course of practice, which is in the interests of the Company and its Shareholders.

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APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

1. Cash Dividends and Returns of Other Investors
   On 9 June 2020, the Company's annual general meeting for 2019 considered and approved the resolution regarding the distribution plan of profit and final dividend of the Company for the year of 2019. The Independent Directors expressed independent opinions on the above resolution, and believed that the Company's profit distribution policy in 2019 was conducive to ensuring the continuity and stability of the dividend distribution policy and was in line with the relevant laws such as the Company Law and the Securities Law as well as the provisions of the Articles of Association, and the level of cash dividend was reasonable, which has taken into account both the reasonable return needs of investors and the sustainable development needs of the Company without any prejudice to the interests of the Company and the Shareholders. The cash dividend has been successfully implemented during the period.

(VI) Implementation of Information Disclosure

In 2020, in strict accordance with the laws and regulations such as the Company Law, the Securities Law, the Administrative Measures for Information Disclosure of Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange as well as the relevant provisions of the Articles of Association, the Company issued more than 340 announcements and circulars in the domestic and oversea capital markets, compliantly compiled and published 4 regular reports, and published 4 bulletins regarding production and operation data. The Independent Directors believed that the Company's true, accurate, timely and complete information disclosure protects the legitimate interests of the Company and the investors.

(VII) Implementation of Internal Control

In 2020, the Company strengthened daily supervision and special inspection, conducted self-evaluation on the effectiveness of internal control, and compiled the Internal Control Assessment Report for 2020 of China Communications Construction Company Limited. The Independent Director believed that the report reflected the Company's internal control truthfully and accurately, without any material omission or misleading statement.

IV. OVERALL EVALUATION AND SUGGESTIONS

In 2020, the Independent Directors of the Company have deeply participated in corporate governance work, highly concerned the significant issues such as the formulation of development strategy of the Company, related-party transaction management and the "two reserves" reduction and maintained close communication with the management, made full use of their professional expertise and gave opinions and suggestions to the Company's management with respect to the strategic control, risk prevention and control, internal control promotion and other aspects, and actively urged the Company to put those opinions and suggestions into place, which illustrated the good performance of duties by the Independent Directors.

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APPENDIX I	REPORT OF DUTY PERFORMANCE OF
	THE INDEPENDENT DIRECTORS FOR THE YEAR OF 2020

In 2021, the Independent Directors of the Company will continue to be diligent and conscientious, and will participate in the in-depth strategic planning and corporate governance in strict accordance with the relevant laws and regulations of the Company Law, the Code of Corporate Governance for Listed Companies, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Articles of Association, the Working Manual of Independent Directors and the internal rules of the Company, and actively concern the Company's production, operation and management tendency, effectively safeguard the legitimate interests of all Shareholders, especially minority Shareholders, further improve their own ability to perform their duties by participating in various kinds of training, put forward more opinions and suggestions beneficial to management improvement for the Company from a professional perspective, and make contributions to the Company's high-quality development and acceleration of construction of world-class enterprise.

Independent Directors of

China Communications Construction Company Limited

30 March 2021

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