China State Construction 'l : Announcements and Notices - Notice of Annual General Meeting

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3311)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China State Construction International Holdings Limited (the ''Company'') will be held at Meeting Room N201, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Monday, 3 June 2019 at 2 : 30 p.m. for the following purposes:

1.To receive and adopt the Audited Financial Statements, the Directors' Report and the Independent Auditor's Report for the year ended 31 December 2018.

2.To declare a final dividend for the year ended 31 December 2018 of HK12 cents per share.

3.(A) To re-elect Mr. Yan Jianguo as Director;

(B)To re-elect Mr. Tian Shuchen as Director; and

(C)To re-elect Mr. Zhou Hancheng as Director.

4.To authorize the Board to fix the remuneration of the Directors.

5.To re-appoint PricewaterhouseCoopers as Auditor and to authorize the Board to fix its remuneration.

- 1 -

6.To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

(A)''THAT:

(a)subject to paragraph (c) of this Resolution, the exercise by the directors of the Company (''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (''Shares'') and to make or grant offers, agreements, options (including warrants, bonds, debentures, notes and other security which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b)the approval given in paragraph (a) of this Resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

(c)the total number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given in paragraph

(a)of this Resolution, otherwise than pursuant to:

(i)a Rights Issue (as hereinafter defined);

(ii)the exercise of rights of subscription or conversion under the terms of any securities or bonds which are convertible into Shares;

(iii)the exercise of any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or

(iv)any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association (the ''Articles'') of the Company from time to time,

shall not exceed 20% of the total number of Shares in issue of the Company at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of such resolution);

- 2 -

and the said approval given under this Resolution in paragraph (a) above shall be limited accordingly; and

(d)for the purpose of this Resolution,

''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws to be held; and

(iii)the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company (the ''Shareholders'') in general meeting.

''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or any class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).''

(B)''THAT:

(a)subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;

(b)the maximum number of the Shares which are authorized to be purchased by the Directors pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue of the Company at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of such resolution), and the said approval shall be limited accordingly; and

- 3 -

(c)for the purpose of this Resolution:

''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of the Company or any applicable laws to be held; and

(iii)the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.''

(C)''THAT conditional upon the passing of Resolutions (6A) and (6B) as set out in the notice convening the meeting, the general mandate granted to the Directors pursuant to the Resolution (6A), be and is hereby extended by the addition thereto of such number of Shares repurchased by the Company under the authority granted pursuant to Resolution (6B), provided that such number shall not exceed 10% of the total number of Shares in issue of the Company at the date of the passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of such resolution).''

By Order of the Board

China State Construction International Holdings Limited

Tse Sui Ha

Company Secretary

Hong Kong, 24 April 2019

Notes:

1.At the Annual General Meeting, the Chairman of the Meeting will put each of the above resolutions to be voted by way of a poll under Article 66 of the Company's Articles of Association.

2.A shareholder entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote his/her instead. The proxy need not be a shareholder of the Company.

3.Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

- 4 -

4.In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), must be deposited at the Company's Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the above meeting or adjourned meeting (as the case may be). Form of proxy sent electronically or by any other data transmission process will not be accepted.

5.The register of members of the Company will be closed from Wednesday, 29 May 2019 to Monday, 3 June 2019, both days inclusive, for the purpose of determining eligibility to attend and vote at the Annual General Meeting. In order to be eligible to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates, must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4 : 30 p.m. on Tuesday, 28 May 2019.

The register of members of the Company will be closed on Tuesday, 11 June 2019, for the purpose of determining entitlement to the final dividend. In order to qualify for the proposed final dividend, all properly completed transfer forms accompanied by the relevant share certificates, must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4 : 30 p.m. on Monday, 10 June 2019.

6.The biographical details of directors offering themselves for re-election as mentioned in resolution no. 3 were set out in Appendix I to the circular to be sent to the shareholders of the Company together with the 2018 Annual Report.

7.With respect to the resolution set out in resolution no. (6B) of the notice, approval is being sought from shareholders for a general mandate granted to the directors to repurchase shares of the Company.

8.With respect to the resolutions set out in resolution nos. (6A) and (6C) of the notice, approval is being sought from shareholders for general mandates granted to the directors to allot, issue and deal with shares of the Company.

As at the date of this announcement, the Board comprises Mr. Yan Jianguo as Chairman and Non-executive Director; Mr. Zhang Haipeng (Chief Executive Officer), Mr. Tian Shuchen, Mr. Zhou Hancheng and Mr. Hung Cheung Shew as Executive Directors; and Dr. Raymond Ho Chung Tai, Mr. Adrian David Li Man Kiu, Dr. Raymond Leung Hai Ming and Mr. Lee Shing See as Independent Non-executive Directors.

- 5 -