China State Construction 'l : Circulars - Proposals for General Mandates to Issue and Repurchase Shares and Re-election of Directors and Notice of Annual General Meeting

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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to 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. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the Annual General Meeting, 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 of Level 22, 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 Annual General 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 Annual General Meeting or any adjournment thereof (as the case may be) should you so wish.

24 April 2019

CONTENTS

			Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Appendix I	-	Information on Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			14

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DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

''Annual General	the annual general meeting of the Company to be held at Meeting
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., or any adjournment thereof
''Articles''	the Articles of Association of the Company as may be amended
	from time to time
''Board''	the board of Directors
''close associate(s)''	has the same meaning as ascribed to it under the Listing Rule
''Companies Law''	the Companies Law of the Cayman Islands for the time being in
	force
''Company''	China State Construction International Holdings Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the main board of
	the Stock Exchange
''core connected	has the same meaning as ascribed to it under the Listing Rules
person(s)''
''CSCEC''	中國建築集團有限公司 (China State Construction Engineering
	Corporation*), a state-owned corporation organised and existing
	under the laws of the PRC, being the ultimate holding company
	of the Company
''Directors''	the directors of the Company
''Group''	the Company and its subsidiaries from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Issue Mandate''	a general and unconditional mandate given to the Directors to
	exercise the power of the Company to allot, issue and deal with
	further shares up to 20% of the total number of Shares in issue of
	the Company at the date of the passing of the relevant 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)

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DEFINITIONS

''Latest Practicable	16 April 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Repurchase Mandate''	the general and unconditional mandate given to the Directors to
	exercise the power of the Company to repurchase the fully paid
	up Shares of up to 10% of the total number of Shares in issue of
	the Company at the date of the passing of the ordinary resolution
	in relation thereof (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)
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended from time to time
''Share(s)''	the ordinary share(s) of HK$0.025 each in the share capital of the
	Company
''Shareholder(s)''	the holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary''	a subsidiary for the time being of the Company within the
	meaning of the Companies Ordinance (Chapter 622 of the Laws
	of Hong Kong) whether incorporated in Hong Kong or
	elsewhere and ''subsidiaries'' shall be construed accordingly
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''%''	per cent.

*English or Chinese translation, as the case may be, is for identification only.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3311)

Non-executive Director:	Registered office:
Yan Jianguo (Chairman)	Cricket Square
	Hutchins Drive
Executive Directors:	P.O. Box 2681
Zhang Haipeng (Chief Executive Officer)	Grand Cayman KY1-1111
Tian Shuchen (Vice President)	Cayman Islands
Zhou Hancheng (Financial Controller)
Hung Cheung Shew (Vice President)	Head office and principal place
	of business in Hong Kong:
Independent Non-executive Directors:	28th Floor, China Overseas Building
Raymond Ho Chung Tai	139 Hennessy Road
Adrian David Li Man Kiu	Wanchai, Hong Kong
Raymond Leung Hai Ming
Lee Shing See
	24 April 2019
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with notice of Annual General Meeting and information regarding resolutions to be proposed at the Annual General Meeting.

RESOLUTION (1) - ADOPTION OF THE AUDITED FINANCIAL STATEMENTS, THE DIRECTORS' REPORT AND THE INDEPENDENT AUDITOR'S REPORT

2018 Annual Report incorporating the Audited Financial Statements, the Directors' Report and the Independent Auditor's Report of the Company for the year ended 31 December 2018 was sent together with this circular to the Shareholders on the same date.

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