THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3311)

CONTINUING CONNECTED TRANSACTIONS

IN RELATION TO

THE FRAMEWORK AGREEMENT WITH CSCECL

FOR HONG KONG PUBLIC CONSTRUCTION MAIN CONTRACTS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 13 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 33 of this circular.

A notice convening the EGM to be held at Meeting Room N101, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Friday, 9 August 2019 at 2:30 p.m. is set out on pages 38 to 39 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company's Hong Kong branch share registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (with effect from 11 July 2019, the address will be changed to Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong), as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

Shareholders or proxies who attend the EGM in person will each receive ONE gift as a token of the Company's appreciation. If a shareholder is also appointed as proxy/proxies of other shareholder(s), or a proxy represents multiple shareholders, the number of gift each of the aforesaid shareholder or proxy will receive is limited to ONE.

10 July 2019

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

Appendix - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

34

Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38

− i −

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Annual Caps"

the maximum total contract sum of the Hong Kong Public

Construction Main Contracts that may be awarded to the

Company and CSCECL (or their respective subsidiaries) as

joint venture main contractor for each financial year under

the Framework Agreement;

"associate(s)",

each has the meaning ascribed to it in the Listing Rules;

"connected person",

"controlling shareholder"

"percentage ratios",

"subsidiary(ies)"

"Board"

the board of Directors;

"COHL"

China Overseas Holdings Limited, a company incorporated in

Hong Kong with limited liability, which is interested in

approximately 64.66% of the issued share capital of the

Company;

"Company"

China State Construction International Holdings Limited (

國建築國際集團有限公司), a company incorporated in the

Cayman Islands with limited liability and whose shares are

listed on the Main Board of the Stock Exchange (stock code:

3311);

"CSCECL"

中國建築股份有限公司, a joint stock company incorporated

in the PRC (the shares of which are listed on The Shanghai

Stock Exchange), the intermediate holding company of the

Company indirectly interested in more than 50% of the

Company;

"Directors"

the directors of the Company;

"EGM"

the extraordinary general meeting of the Company to be held

to consider and approve, among other things, the Framework

Agreement and the Transactions;

"Executive Board"

has the meaning as defined in the paragraph headed

"FRAMEWORK AGREEMENT - Customary terms of joint

venture agreements - (d) Management" under the section

headed "Letter from the Board" of this circular;

− 1 −

DEFINITIONS

"Framework Agreement"

the framework agreement dated 4 June 2019 entered into

between the Company and CSCECL in respect of the

cooperation of the Company and CSCECL (or their respective

subsidiaries) to enter into and implement the Hong Kong

Public Construction Main Contracts at the request of the

Company;

"Group"

the Company and its subsidiaries from time to time

(excluding subsidiary(ies) listed on any stock exchange);

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC;

"Hong Kong Public Construction

the main contractor contract(s) for the Hong Kong Public

Main Contract(s)"

Construction Project(s);

"Hong Kong Public Construction

the construction projects of large-scale transport facilities,

Projects"

drainage pipelines, housing and other related public utilities

structures/facilities in Hong Kong;

"Independent Board Committee"

an independent committee of the Board comprising all

independent non-executive directors of the Company, namely

Mr. Adrian David Li Man Kiu, Dr. Raymond Leung Hai Ming

and Mr. Lee Shing See, to advise the Independent

Shareholders in respect of the Framework Agreement and the

transactions contemplated thereunder (together with the

Annual Caps);

"Independent Financial Adviser"

Red Sun Capital Limited, a licensed corporation to carry out

or "Red Sun"

Type 1 (dealing in securities) and Type 6 (advising on

corporate finance) regulated activities under the SFO, being

the independent financial adviser appointed by the Company

to advise the Independent Board Committee and the

Independent Shareholders in respect of the Framework

Agreement (together with the Annual Caps) and the

Transactions;

"Independent Shareholders"

Shareholders other than CSCECL and its associates;

"JV Agreement"

has the meaning as defined in the paragraph headed

"FRAMEWORK AGREEMENT - Customary terms of joint

venture agreements" under the section headed "Letter from

the Board" of this circular;

"Latest Practicable Date"

5 July 2019, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

contained herein, as the case may be;

− 2 −

DEFINITIONS

"Listing Rules"

The Rules Governing the Listing of Securities on the Stock

Exchange;

"PRC"

the People's Republic of China, which for the purpose of this

circular excludes Hong Kong, Macau Special Administrative

Region of the PRC and Taiwan;

"Procedures"

has the meaning as defined in the paragraph headed

"FRAMEWORK AGREEMENT - Invitation to CSCECL for

cooperation" under the section headed "Letter from the

Board" of this circular;

"Respective Interest"

has the meaning as defined in the paragraph headed

"FRAMEWORK AGREEMENT - Customary terms of joint

venture agreements - (a) Proportion of interest" under the

section headed "Letter from the Board" of this circular;

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

"Shareholder(s)"

the shareholder(s) of the Company from time to time;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Transactions"

the entering into of the Framework Agreement and the

transactions contemplated thereunder;

"2019 - 2020 Budget"

the 2019 - 2020 Budget Speech of the government of Hong

Kong; and

"%"

per cent..

− 3 −

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China State Construction International Holdings Ltd. published this content on 09 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 July 2019 08:52:03 UTC