COSCO SHIPPING Ports : (1) POSSIBLE MAJOR AND CONNECTED TRANSACTION IN RELATION TO PARTICIPATION IN A CONSORTIUM TO ACQUIRE NOT MORE THAN 10% INTEREST IN CCCC DREDGING (GROUP) CO., LTD.* AND (2) RE-ELECTION OF RETIRING DIRECTOR

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in COSCO SHIPPING Ports Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

COSCO SHIPPING Ports Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1199)

1. POSSIBLE MAJOR AND CONNECTED TRANSACTION IN RELATION TO PARTICIPATION IN A CONSORTIUM TO
   ACQUIRE NOT MORE THAN 10% INTEREST IN
   CCCC DREDGING (GROUP) CO., LTD.*

AND

(2) RE-ELECTION OF RETIRING DIRECTOR

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

Unless the context requires otherwise, capitalised terms used in this circular (including this cover page) shall have the same meaning as those defined in the section headed ''Definitions'' of this circular.

A letter from the Board is set out on pages 6 to 24 of this circular and a letter from the Independent Board Committee is set out on page 25 of this circular. A letter from China Tonghai Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 26 to 58 of this circular.

A notice convening the SGM to be held at 47th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong at 2:30 p.m. on Tuesday, 8 October 2019 is set out on pages N-1 to N-2 of this circular. Whether or not you are able to attend the SGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar and transfer office, Tricor Secretaries Limited of 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 the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

Shareholders who are entitled to vote at the SGM are those whose names appear as Shareholders on the register of members of the Company as at the close of business on Friday, 4 October 2019. In order to be entitled to vote at the SGM, all completed transfer documents, accompanied by relevant share certificates, must be lodged with the Company's Hong Kong share registrar and transfer office, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration no later than 4:30 p.m. on Friday, 4 October 2019.

18 September 2019

• For identification purpose only

CONTENT

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . 25

LETTER FROM TONGHAI CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .	I-1
APPENDIX II	-	FINANCIAL INFORMATION OF CCCC DREDGING . . . . . . . . . .	II-1
APPENDIX III	-	MANAGEMENT DISCUSSION AND ANALYSIS
		ON CCCC DREDGING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	-	UNAUDITED PRO FORMA FINANCIAL INFORMATION
		OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
APPENDIX V	-	DETAILS OF RETIRING DIRECTOR PROPOSED
		FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1

APPENDIX VI - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1

NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N-1

This circular in both English and Chinese is available in printed form and published on the respective websites of the Company at ''https://ports.coscoshipping.com'' and Hong Kong Exchanges and Clearing Limited at ''http://www.hkexnews.hk''. To the extent that there are any inconsistencies between the English version and the Chinese version of this circular, the English version shall prevail.

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DEFINITIONS

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

''Board''	the board of Directors
''CASBE''	China Accounting Standards for Business Enterprises
''CBEX''	China Beijing Equity Exchange, a comprehensive equity
	trading institution approved by the People's Government of
	Beijing Municipality
''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 Stock Exchange (Stock Code: 1800)
	and the A shares of which are listed on the Shanghai Stock
	Exchange in the PRC (Stock Code: 601800)
''CCCC's Announcement and	the announcement dated 18 June 2019 and the circular
Circular''	dated 10 July 2019 of CCCC
''CCCC Dredging''	CCCC Dredging (Group) Co., Ltd.* 中交疏浚(集團)股份有
	限公司, an enterprise established under the laws of the
	PRC and a subsidiary of CCCC
''CCCC Dredging Group''	CCCC Dredging and its subsidiaries
''CCCC Dredging Sale Shares''	the CCCC Dredging Shares to be transferred from CCCC
	to third parties under the Tender Process
''CCCC Dredging Share(s)''	share(s) in CCCC Dredging
''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 CCCC
''CCCG Subscription''	the proposed subscription of 2,024,291,498 CCCC
	Dredging Shares by CCCG as referred to in CCCC's
	Announcement and Circular

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DEFINITIONS

''CCCG Transfer''	the proposed transfer of 3,495,604,287 CCCC Dredging
	Shares by CCCC to CCCG as referred to in CCCC's
	Announcement and Circular
''Company''	COSCO SHIPPING Ports Limited, a company incorporated
	in Bermuda with limited liability, whose shares are listed
	on the Main Board of the Stock Exchange (Stock Code:
	1199)
''connected person(s)''	has the meaning ascribed thereto in the Listing Rules
''Consortium''	a consortium comprising Shanghai Terminal, COSCO
	SHIPPING Tianjin and the Other Investors
''Consortium Agreement''	the agreement proposed to be entered into among members
	of the Consortium, pursuant to which the Consortium will
	seek to acquire 4,580,082,373 CCCC Dredging Shares
	from CCCC on CBEX by way of participation in the
	Tender Process
''COSCO SHIPPING''	China COSCO Shipping Corporation Limited* 中國遠洋海
	運集團有限公司, a state-owned enterprise in the PRC and
	the ultimate controlling shareholder of the Company
''COSCO SHIPPING Holdings''	COSCO SHIPPING Holdings Co., Ltd.* 中遠海運控股股
	份有限公司, a joint stock limited company incorporated in
	the PRC with limited liability, the H shares of which are
	listed on the Main Board of the Stock Exchange (Stock
	Code: 1919) and the A shares of which are listed on the
	Shanghai Stock Exchange in the PRC (Stock Code:
	601919), and an intermediate controlling shareholder of
	the Company
''COSCO SHIPPING Tianjin''	COSCO SHIPPING (Tianjin) Company Limited* 中遠海
	運(天津)有限公司, a wholly-owned subsidiary of COSCO
	SHIPPING
''CRBC''	China Road and Bridge Corporation 中國路橋工程有限責
	任公司, a subsidiary of CCCC

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DEFINITIONS

''Director(s)''	the director(s) of the Company
''Enlarged CCCC Dredging Issued	the issued share capital of CCCC Dredging as enlarged by
Share Capital''	the CCCG Subscription
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''HKFRS''	Hong Kong Financial Reporting Standards
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Board Committee''	an independent committee of the Board comprising Dr.
	FAN HSU Lai Tai, Rita, Mr. Adrian David LI Man Kiu,
	Mr. FAN Ergang and Prof. CHAN Ka Lok, being
	independent non-executive Directors
''Independent Financial Adviser''	China Tonghai Capital Limited, a corporation licensed to
or ''Tonghai Capital''	carry out Type 1 (dealing in securities) and Type 6
	(advising on corporate finance) regulated activities under
	the SFO, being the independent financial adviser appointed
	to advise the Independent Board Committee and the
	Independent Shareholders in respect of the Consortium
	Agreement and the ST Acquisition
''Independent Shareholders''	Shareholders who are not prohibited or required to abstain
	from voting under the Listing Rules to approve the relevant
	transaction at a general meeting of the Company
''Joint Acquisition''	t h e p r o p o s e d a c q u i s i t i o n by t h e C o n s o r t i u m of
	4,580,082,373 CCCC Dredging Shares (representing
	approximately 38.8952% of the existing issued share
	capital of CCCC Dredging and approximately 33.1896% of
	the Enlarged CCCC Dredging Issued Share Capital)
	contemplated under the Consortium Agreement
''Latest Practicable Date''	16 September 2019, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein

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