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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 and reply slip 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)
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2014
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS
AS THE COMPANY’S INTERNATIONAL AUDITORS AND
PRICEWATERHOUSECOOPERS ZHONG TIAN LLP
AS THE COMPANY’S DOMESTIC AUDITORS AND AUTHORISATION TO
THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION
ESTIMATED CAP FOR THE INTERNAL GUARANTEES OF THE GROUP IN 2015
2014 REPORT OF THE BOARD
2014 REPORT OF THE SUPERVISORY COMMITTEE
GENERAL MANDATE TO ISSUE NEW SHARES
PROPOSED ISSUE OF ASSET BACKED SECURITIES
PROPOSED ISSUE OF SHORT-TERM BONDS
PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS
UNDERTAKING LETTER ON THE MATTERS RELATED WITH
THE REAL ESTATE DEVELOPMENT PROJECTS ISSUED BY
THE CONTROLLING SHAREHOLDER OF THE COMPANY
UNDERTAKING LETTER ON THE MATTERS RELATED WITH
THE REAL ESTATE DEVELOPMENT PROJECTS ISSUED BY
THE DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY
SPECIFIC SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT
PROJECTS OF THE COMPANY
PROPOSED OVERSEAS LISTING OF CCCC DREDGING
AND
NOTICE OF 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 Tuesday, 16 June 2015 is set out in Appendix I to 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. If you intend to attend the AGM, you are required to complete and return the reply slip to the Company’s H share registrar, Computershare
Hong Kong Investor Services Limited, on or before Tuesday, 26 May 2015.
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 2015
CONTENTS
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
APPENDIX I
−
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
–i–
21
DEFINITIONS
In this circular, unless the content otherwise requires, the following expressions have the
following meanings:
“AGM”
the AGM of the Company for the year ended 31
December 2014 to be held at CCCC Building, 85 De
Sheng Men Wai Street, Xicheng District, Beijing, the
PRC at 2:00 p.m. on Tuesday, 16 June 2015
“Articles of Association”
the articles of association of the Company (as amended
from time to time)
“A Shares”
domestic shares in the ordinary share capital of the
Company with a nominal value of RMB1.00 each, which
are listed on the Shanghai Stock Exchange
“Board”
the board of directors of the Company
“CCCC Dredging”
CCCC Dredging (Group) Holdings Co., Ltd.* (the name
registered with the bureau of industry and commerce
shall prevail), a subsidiary of the Company
“CCCG”
China Communications Construction Group (Limited), a
wholly state-owned company incorporated on 8
December 2005 in the PRC which holds approximately
63.83% equity interest in 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
“CSRC”
China Securities Regulatory Commission
“Directors”
the directors of the Company
“Group”
the Company and its subsidiaries
“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
–1–
DEFINITIONS
“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
“H Shares”
overseas-listed foreign invested ordinary shares 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
“Overseas Listing of CCCC
Dredging”
the proposed initial public offering of H shares of CCCC
Dredging to be listed on the Main Board of the Hong
Kong Stock Exchange
“PBOC”
People’s Bank of China
“PRC”
the People’s Republic of China, but for the purposes of
this circular only, excludes Hong Kong and Macau
Special Administrative Regions of the PRC and Taiwan
“Proposed Issuance of the Nonpublic Preference Shares”
proposed issuance of the 145 million non-public
preference shares issued by the Company in 2015 in PRC.
For details, please refer to the Company’s announcement
dated 25 November 2014 issued on the Hong Kong Stock
Exchange
“Renminbi” or “RMB”
Renminbi, the lawful currency of the PRC
“SASAC”
the State-owned Assets Supervision and Administration
Commission of the State Council of the PRC
“Shanghai Listing Rules”
the Rules Governing the Listing of Stocks on the
Shanghai Stock Exchange
“Shareholders”
shareholders of the Company
“Shares”
ordinary shares in the share capital of the Company
“Supervisory Committee”
the supervisory committee of the Company
*
For identification purpose only
–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 Directors
LIU Qitao
CHEN Fenjian
FU Junyuan
Registered Office
85 De Sheng Men Wai Street
Xicheng District
Beijing 100088
the PRC
Non-executive Director
LIU Maoxun
Principal Place of Business in
Hong Kong
Room 2805, 28th Floor
Convention Plaza Office Tower
1 Harbour Road, Wanchai
Hong Kong
Independent Non-executive Directors
LIU Zhangmin
LEUNG Chong Shun
HUANG Long
30 April 2015
To the Shareholders
Dear Sir or Madam,
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2014
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS
AS THE COMPANY’S INTERNATIONAL AUDITORS AND
PRICEWATERHOUSECOOPERS ZHONG TIAN LLP
AS THE COMPANY’S DOMESTIC AUDITORS AND AUTHORISATION TO
THE BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION
ESTIMATED CAP FOR THE INTERNAL GUARANTEES OF THE GROUP IN 2015
2014 REPORT OF THE BOARD
2014 REPORT OF THE SUPERVISORY COMMITTEE
GENERAL MANDATE TO ISSUE NEW SHARES
PROPOSED ISSUE OF ASSET BACKED SECURITIES
PROPOSED ISSUE OF SHORT-TERM BONDS
PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS
UNDERTAKING LETTER ON THE MATTERS RELATED WITH
THE REAL ESTATE DEVELOPMENT PROJECTS ISSUED BY
THE CONTROLLING SHAREHOLDER OF THE COMPANY
UNDERTAKING LETTER ON THE MATTERS RELATED WITH
THE REAL ESTATE DEVELOPMENT PROJECTS ISSUED BY
THE DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY
SPECIFIC SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT
PROJECTS OF THE COMPANY
PROPOSED OVERSEAS LISTING OF CCCC DREDGING
AND
NOTICE OF AGM
–3–
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to give you notice of the AGM, which is enclosed as
Appendix I to this circular and to provide you with information which is reasonably necessary
to enable you to make an informed decision on whether to vote for or against certain
resolutions to be proposed at the AGM.
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 2014;
2.
the distribution plan of profit and final dividend for the year of 2014;
3.
the re-appointment of PricewaterhouseCoopers as the Company’s international
auditor and PricewaterhouseCoopers Zhong Tian LLP as the Company’s domestic
auditor for a term ending at the next AGM of the Company and the authorisation to
the Board to determine their respective remuneration;
4.
the estimated cap for the internal guarantees of the Group in 2015;
5.
the report of the Board for the year of 2014;
6.
the report of the Supervisory Committee for the year of 2014;
7.
the resolution in relation to undertaking letter on the matters related with the real
estate development projects issued by the controlling shareholder of the Company;
8.
the resolution in relation to undertaking letter on the matters related with the real
estate development projects issued by the Directors, supervisors and senior
Management of the Company;
9.
the resolution in relation to specific self-inspection report on the real estate
development projects of China Communications Construction Company Limited;
10. the resolution in relation to the plan of the Overseas Listing of CCCC Dredging;
11.
the resolution in relation to the compliance of the Overseas Listing of CCCC
Dredging with the Circular on Issues in Relation to Regulating Overseas Listing of
Subsidiaries of Domestic Listed Companies (《關於規範境內上市公司所屬企業到
境外上市有關問題的通知》);
12. the resolution in relation to the undertaking of the Company to maintain its
independent listing status;
13. the resolution in relation to the description of sustained profitability and prospects
of the Company;
–4–
LETTER FROM THE BOARD
14. the resolution in relation to authorization to the Board and its authorized persons to
deal with matters relating to the spin-off and listing of CCCC Dredging; and
Special resolutions will be proposed to approve the following proposals:
15. the general mandate to issue new Shares;
16. the proposed issue of asset backed securities;
17. the proposed issue of short-term bonds; and
18. the proposed issue of medium and long-term bonds.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR
THE YEAR ENDED 31 DECEMBER 2014
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 2014. The audited
consolidated financial statements are set out in the annual report of the Company, which was
dispatched to the Shareholders on 30 April 2015.
DISTRIBUTION PLAN OF PROFIT AND FINAL DIVIDEND FOR THE YEAR OF 2014
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 2014.
For the year of 2014, net distributable profit to owners of the Company was
approximately RMB13,887 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 RMB0.17172 (including tax) per share (totaling approximately RMB2,778
million which represents approximately 20% of the abovementioned net profit attributable to
owners of the Company). The proposed dividend distribution will be distributed to all
Shareholders on the basis of the total issued share capital of 16,174,735,425 Shares.
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 Monday, 29 June 2015. For
purpose of ascertaining Shareholder’s entitlement to the proposed final dividend, the register
of members of the Company will be closed from Wednesday, 24 June 2015 to Monday, 29 June
2015 (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 Tuesday, 23 June 2015. Shareholders of the Company whose
names appear on the register of members of the Company at the opening of business on
–5–
LETTER FROM THE BOARD
Monday, 29 June 2015 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
RMB0.79186 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 annual report of the Company, which was dispatched to the Shareholders on
30 April 2015.
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S
INTERNATIONAL AUDITORS AND PRICEWATERHOUSECOOPERS ZHONG TIAN
LLP AS THE COMPANY’S DOMESTIC AUDITORS AND AUTHORISATION OF THE
BOARD TO DETERMINE THEIR RESPECTIVE REMUNERATION
An ordinary resolution will be proposed at the AGM to approve the re-appointment of
PricewaterhouseCoopers as the Company’s international auditor and PricewaterhouseCoopers
Zhong Tian LLP as the Company’s domestic auditor for a term ending at the next AGM of the
Company, and to approve the authorisation to the Board to determine their respective
remuneration.
ESTIMATED CAP FOR THE INTERNAL GUARANTEES OF THE GROUP IN 2015
According to the Shanghai Listing Rules, “a listed company, with the amount of
guarantees aggregated over a period of twelve consecutive months exceeding 50 percent of its
latest audited net assets and with the absolute amount exceeding RMB50 million, or when
providing guarantees to enterprises with asset-to-liability ratio exceeding 70%, shall submit the
transaction of granting guarantees to the shareholders’ general meeting for consideration and
approval, as well as make a timely disclosure.”
The Company estimated that the cap for the internal guarantees of the Company in 2015
will amount to RMB60,360 million, among which, RMB47,800 million will be provided by the
Company to its wholly-owned subsidiaries, RMB9,000 million will be provided by the
Company to its non-wholly-owned subsidiaries, RMB3,260 million will be provided by the
Company’s wholly-owned subsidiaries to their respective subsidiaries and the remaining
RMB300 million will be provided by the Company to its jointly controlled entities. The
resolution in relation to the estimated cap for the internal guarantees of the Group in 2015 will
be valid from the date of passing the resolution at the AGM until the conclusion date of the next
AGM of the Company following the passing of the resolution. To the best knowledge and belief
of the Company, none of those companies receiving guarantees is a connected person of the
Company. The guarantees to be provided to its jointly controlled entities with a total amount
of RMB300 million, after aggregation, do not constitute discloseable transactions under
Chapter 14 of the Hong Kong Listing Rules.
The aforesaid resolution, which has been made at the thirteenth meeting of the third
session of the Board held on 30 March 2015, will be subject to Shareholders’ approval by way
of an ordinary resolution at the AGM. The Board also proposed to the Shareholders to authorise
the management of the Company to carry out relevant formalities when providing internal
guarantees within the approved amount.
–6–
LETTER FROM THE BOARD
REPORT OF THE BOARD FOR THE YEAR OF 2014
An ordinary resolution will be proposed at the AGM to approve the report of the Board
for the year of 2014. The full text of the report of the Board is set out in the annual report of
the Company, which was dispatched to the Shareholders on 30 April 2015.
REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2014
An ordinary resolution will be proposed at the AGM to approve the report of the
Supervisory Committee for the year of 2014. The full text of the report of the Supervisory
Committee is set out in the annual report of the Company, which was dispatched to the
Shareholders on 30 April 2015.
GENERAL MANDATE TO ISSUE NEW SHARES
A special resolution will be proposed at the AGM to approve that:
a.
b.
the Board be and is hereby authorized unconditional general mandate during the
Relevant Period (as defined below), either separately or concurrently, to allot, issue
and/or deal with new A shares and/or H shares and/or preference shares and to make,
grant or enter into offers, agreements and/or options in respect thereof, subject to the
following conditions:
(1)
such mandate shall not extend beyond the Relevant Period save that the Board
may during the Relevant Period make or grant offers, agreements or options
which might require the exercise of such powers after the end of the Relevant
Period;
(2)
the number of (a) A shares and/or H shares; and/or (b) preference shares (based
on the equivalent number of A shares and/or H shares after the voting right is
restored at the initial simulated conversion price) 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 Laws, Hong Kong Listing Rules and Shanghai Listing Rule and
only if all necessary approvals from relevant supervision authorities are
obtained.
the Board be and is hereby authorized to make such amendments to the Articles of
Association as it thinks fit so as 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 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.
–7–
LETTER FROM THE BOARD
c.
contingent on the Board resolving to allot, issue and deal with shares pursuant to this
resolution, the Board be and is hereby authorized to approve, execute and deal with
or procure to be executed, all documents, deeds and things as it may consider
necessary and dealing with.
d.
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 of
Directors delegates such authorization to the working group, comprising executive
directors, namely Mr. Liu Qitao, Mr. Chen Fenjian and Mr. Fu Junyuan designated
by the Board of Directors to take charge of all matters related to the issue of shares.
e.
For the purposes of this resolution, “Relevant Period” means the period from the
passing of this resolution until the earlier of:
(1)
the conclusion of the next AGM 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 in a general meeting.
PROPOSED ISSUE OF ASSET BACKED SECURITIES
The Company intends to issue asset backed securities in accordance with the following
particulars:
(i)
Category of asset backed securities
Including specific asset management plan,
single/pooled funds trust plan, assetbacked project plan of insurance company,
specific asset management plan issued by
subsidiaries
of
fund
management
companies and asset-backed notes etc.
(ii) Issuer
The Company and/or its subsidiaries
(iii) Aggregate principal amount
Not exceeding RMB10 billion which will
be issued in one or more tranches
(iv) Effective term of the Shareholders’
resolution
12 months
–8–
LETTER FROM THE BOARD
The abovementioned proposed issue of asset backed securities requires approval of the
Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the
approval of the Shareholders by way of a special resolution at the AGM to approve the
abovementioned proposed issue of asset backed securities and to authorise Mr. Liu Qitao,
executive Director and chairman of the Board, Mr. Chen Fenjian, executive Director and
president of the Company, Mr. Fu Junyuan, executive Director and chief financial officer of the
Company, to deal with all relevant matters in relation to the implementation of the issue of
asset backed securities, including without limitation:
(i)
to determine the details of the securitization vehicles under the abovementioned
proposed issue, including but not limited to the specific issue plan, such as selection
of a manager and the underlying assets, the size of fund raising, duration, categories
of interest, pricing, specific credit enhancement measures and selection of qualified
professional institutions, etc.;
(ii) to participate in the negotiations of the issue of the securitization vehicles on behalf
of the Company under all abovementioned proposed issue, to execute all relevant
agreements and other necessary documents and to conduct appropriate information
disclosure;
(iii) to carry out or assist the manager to apply to the competent authorities for approval
of the issue of the securitization vehicles under the abovementioned proposed issue
and to make suitable amendments to the details plan in accordance with the opinions
of the regulatory authorities (if any); and
(iv) to take all necessary actions to deal with or make decisions on other detailed matters
in relation to the issue of the securitization vehicles under the abovementioned
proposed issue.
PROPOSED ISSUE OF SHORT-TERM BONDS
The Company intends to issue short-term bonds in accordance with the following
particulars:
(i)
Category of bonds:
Short-term bonds
(ii) Issuer:
The Company
(ii) Aggregate principal amount:
Not exceeding
equivalent
(iv) Term:
The bonds will be issued in the form of a
single category, or a combination of
different categories
(v)
To replenish the Company’s working
capital, repay loans, optimise liability
structure and apply to the construction of
projects in line with national industry
policies
Use of proceeds:
(vi) Effective term of the Shareholders’
resolution:
–9–
12 months
RMB15
billion
or
LETTER FROM THE BOARD
The abovementioned proposed issue of short-term bonds requires approval of the
Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the
approval of the Shareholders by way of a special resolution at the AGM to approve the
abovementioned proposed issue of short-term bonds and to authorise Mr. Liu Qitao, executive
Director and chairman of the Company and/or Mr. Chen Fenjian, executive Director and
president of the Company, and/or Mr. Fu Junyuan, executive Director and chief financial
officer of the Company, to jointly or separately deal with all relevant matters in relation to the
implementation of the abovementioned proposed issue of short-term bonds, including without
limitation:
(i)
to determine the details of the abovementioned proposed issue and listing of
short-term bonds, including but not limited to the categories of the bonds, currency,
the matters as to whether to issue in a number of tranches and categories,
arrangements for amount and duration of each tranche and category, method of
issue, term and method of repayment for principal and payment of interests,
underwriting, the matters as to whether any terms for repurchase and redemption
will be in place, pricing and determination of coupon rate or other means of
identification, details of use of the fund raised therefrom, measures for guaranteeing
the repayment, the guarantee, the listing of the bonds, place of issue and listing, and
the selection of qualified professional advisers in the issue of the bonds;
(ii) to participate in all of the negotiations on behalf of the Company relevant to the
proposed issue and listing of short-term bonds, to execute relevant agreements and
other necessary documents, and to conduct all appropriate information disclosure;
(iii) to carry out the competent authorities for approval(s) of the abovementioned
proposed issue and listing of short-term bonds, and adjust the specific issue plan
according to the competent authorities’ comments (if any); and
(iv) to take all necessary actions to deal with/make decisions on the abovementioned
proposed issue and listing of short-term bonds.
– 10 –
LETTER FROM THE BOARD
PROPOSED ISSUE OF MEDIUM AND LONG-TERM BONDS
The Company intends to issue medium and long-term bonds in accordance with the
following particulars:
(i)
Category of bonds:
Medium and long-term bonds
(ii) Issuer:
The Company
(iii) Aggregate principal amount:
Not exceeding
equivalent
(iv) Term:
No upper limit to the term of the bonds
(v)
To replenish the Company’s working
capital, repay loans, optimise liability
structure and apply to the construction of
projects in line with national industry
policies
Use of proceeds:
(vi) Effective term of the Shareholders’
resolution:
RMB15
billion
or
12 months
The abovementioned proposed issue of medium and long-term bonds requires approval of
the Shareholders by way of a special resolution. Accordingly, the Board proposed to seek the
approval of the Shareholders by way of a special resolution at the AGM to approve the
abovementioned proposed issue of mid- to long-term bonds and to authorise Mr. Liu Qitao,
executive Director and chairman of the Company and/or Mr. Chen Fenjian, executive Director
and president of the Company, and/or Mr. Fu Junyuan, executive Director and chief financial
officer of the Company, to jointly or separately deal with all relevant matters in relation to the
implementation of the abovementioned proposed issue of medium and long-term bonds,
including without limitation:
(i)
to determine the details of the abovementioned proposed issue and listing of medium
and long-term bonds, including but not limited to the categories of the bonds,
currency, the matters as to whether to issue in a number of tranches and categories,
arrangements for amount and duration of each tranche and category, method of
issue, term and method of repayment for principal and payment of interests,
underwriting, the matters as to whether any terms for repurchase and redemption
will be in place, pricing and determination of coupon rate or other means of
identification, details of use of the fund raised therefrom, measures for guaranteeing
the repayment, the guarantee, the listing of the bonds, place of issue and listing, and
the selection of qualified professional advisers in the issue of the bonds;
(ii) to participate in all of the negotiations on behalf of the Company relevant to the
proposed issue and listing of medium and long-term bonds, to execute all
agreements and other necessary documents, and to conduct appropriate information
disclosure;
– 11 –
LETTER FROM THE BOARD
(iii) to carry out the competent authorities for approval(s) of the abovementioned
proposed issue and listing of mid- to long-term bonds, and adjust the specific issue
plan according to the competent authorities’ comments (if any); and
(iv) to carry out take all necessary actions to deal with/make decisions on the
abovementioned proposed issue of medium and long-term bonds.
UNDERTAKING LETTER ON THE MATTERS RELATED WITH THE REAL ESTATE
DEVELOPMENT PROJECTS ISSUED BY THE CONTROLLING SHAREHOLDERS
OF THE COMPANY
Due to the Proposed Issuance of the Non-public Preference Shares by the Company,
according to the requirements of the relative laws and regulations of China, the controlling
shareholder of the Company should publicly issue undertaking letter on the real estate
development projects of the Company and its subsidiaries, which states that the controlling
shareholder will bear any compensation liability accordingly in the reporting period (“report
period”) from 1 January 2012 to 31 March 2015 (the “Reporting Period”) of issuing proposed
non-public preference shares if such violation of laws and regulations as undisclosed land idle
of the Company and its subsidiaries, brings loss to the Company and investors. CCCG, as the
controlling shareholder of the Company, has issued the undertaking letter, which indicates that,
among other things, CCCG will bear any compensation liability accordingly if such violation
of laws and regulations as undisclosed land idle of the CCCC and its subsidiaries in the
reporting period, brings loss to CCCC and investors. The aforesaid undertaking letter is
proposed to the Shareholders of the Company for consideration and approval in the AGM.
UNDERTAKING LETTER ON THE MATTERS RELATED WITH THE REAL ESTATE
DEVELOPMENT PROJECTS ISSUED BY THE DIRECTORS, SUPERVISORS AND
SENIOR MANAGEMENT OF THE COMPANY
Due to the Proposed Issuance of the Non-public Preference Shares by the Company,
according to the requirements of the relative laws and regulations of China, the Directors,
supervisors and senior management of the Company should publicly issue undertaking letter on
the real estate development projects of the Company and its subsidiaries, which states that the
Directors, supervisors and senior management of the Company will bear any compensation
liability accordingly if such violation of laws and regulations as undisclosed land idle of the
Company and its subsidiaries in the Reporting Period, brings loss to the Company and
investors. The Directors, supervisors and senior management of the Company has issued the
undertaking letter, which indicates that, among other things, the Directors, supervisors and
senior management of CCCC will bear any compensation liability accordingly if such violation
of laws and regulations as undisclosed land idle of the CCCC and its subsidiaries in the
Reporting Period, brings loss to CCCC and investors. The aforesaid undertaking letter is
proposed to the Shareholders of the Company for consideration and approval in the AGM.
– 12 –
LETTER FROM THE BOARD
SPECIFIC SELF-INSPECTION REPORT ON THE REAL ESTATE DEVELOPMENT
PROJECTS OF THE COMPANY
Due to the Proposed Issuance of Non-public Preference Shares by the Company,
according to the requirements of the relevant laws and regulations of PRC, the Company
conducted the specific self-inspection on whether there are such violation of laws and
regulations as idle land and speculation in respect of domestic residential real estate projects
developed by the Company and all subsidiaries and branches of the Company in the scope of
consolidation, whether it is subject to administrative penalty or investigation from the
authorities of land and resources due to such violation of laws and regulations as idle land, and
whether there are such violation of laws and regulations as deliberate withholding of properties
from sale and raising housing prices in respect of the real estate projects publicly traded in the
domestic market by the Company and all subsidiaries and branches of the Company in the
scope of consolidation (the “Self-inspection Scope”) in Reporting Period. Through selfinspection on the relative information and facts and upon careful analysis, the Company
considered that:
1.
The proceeds from the Proposed Issuance of the Non-public preference Shares will
not be invested in or involved in residential real estate development projects;
2.
There were delays in the commencement of construction of some projects within the
Self-inspection Scope (namely, CCCC Riverside International Project, CCCC
Champagne International Garden Project, CCCC Greentown Gao Fu Town Project,
CCCC Jin Wan Project and International Healthcare Resort Centre Project), but it
was mainly due to force majeure such as demolition and planning adjustment or acts
of government and relevant government authorities. The Company and project
companies didn’t deliberately delay in land development and construction and there
weren’t other conditions subject to administrative penalties due to such violation of
the relative regulations as the Measures on Disposal of Idle Land. Other than the
above projects, there wasn’t circumstance of idle land in respect of other residential
real estate development projects within the Self-inspection Scope;
3.
The real estate development projects within the Self-inspection Scope didn’t involve
land speculation, deliberate withholding of properties from sale and raising housing
prices in the reporting period. Within the Self-inspection Scope, the project
companies weren’t subject to administrative penalties due to such violation of laws
and regulations as land speculation, deliberate withholding of properties from sale
and raising housing prices; and
4.
The real estate development projects of the Company within the Self-inspection
Scope weren’t subject to administrative penalty or investigation from the authorities
of land and resources due to such violation of laws and regulations as idle land and
speculation.
It is proposed to the Shareholders of the Company for consideration and approval in the
AGM in respect of the above Specific Self-inspection Report on the Real Estate Development
Projects of China Communications Construction Company Limited.
– 13 –
LETTER FROM THE BOARD
PROPOSED OVERSEAS LISTING OF CCCC DREDGING
1.
The Plan in relation to the Overseas Listing of CCCC Dredging
Reference is hereby made to the announcements of the Company dated 30 March 2015
and 28 April 2015 in relation to the proposed overseas listing of CCCC Dredging. The 13th
meeting of the third session of the Board of the Company have considered and approved the
Resolution in Relation to Proceed with the Spin-off and Listing of CCCC Dredging (Group)
Holdings Co., Ltd., and agreed that upon the establishment and share capital enlargement of
CCCC Dredging, the Company will proceed with overseas listing of CCCC Dredging in due
course. The 15th meeting of the third session of the Board of the Company further considered
and approved the specific plan of spin-off and listing of CCCC Dredging, the details of which
are set out as followings:
(1)
Issuing Entity: CCCC Dredging
(2)
Type of securities to be issued: Overseas listed foreign invested shares (H shares) to
be listed on the Main Board of the Hong Kong Stock Exchange
(3)
Method of issuance: Hong Kong public offering and international placing
(4)
Par value per share: RMB1.00
(5)
Size of issuance: The number of H shares to be issued will be no less than 15% of
the total share capital after issuance (before exercise of the over-allotment option);
meanwhile, depending on the market conditions, the underwriter(s) may be granted
the over-allotment option of no more than 15% of the number of H shares to be
issued
(6)
Over-allotment option: No more than 15% of the number of H shares to be issued
(7)
Target subscribers: Foreign investors and qualified domestic investors
(8)
Issuing Price: The final issuing price will be negotiated and determined together by
the board of directors of CCCC Dredging and its authorized persons as authorized
by its general meeting and the lead underwriter(s) after full consideration of the
interests of the shareholders of CCCC Dredging and domestic and foreign investors
in accordance with international capital market conditions for the issuance, Hong
Kong stock market conditions for the issuance, the normal valuation level of the
industry that CCCC Dredging engages in, conditions of market subscriptions and the
results of overseas road show and bookkeeping
(9)
Issuing date: The issuance and listing of H shares will be completed at an
appropriate window within the effective period of the resolutions of the general
meeting of CCCC Dredging in due course. The specific issuing date will be
determined by the board of directors of CCCC Dredging and its authorized persons
as authorized by its general meeting in accordance with the international capital
market conditions and approval progress of domestic and overseas regulatory
authorities
– 14 –
LETTER FROM THE BOARD
(10) Reduction of State-owned shares: Pursuant to the Interim Management Measures on
the Reduction of State-owned Shares and Raising Social Security Funds (《減持國
有股籌集社會保障資金管理暫行辦法》) issued by the State Council on 12 June
2001, upon the public offering of the H shares by the CCCC Dredging, state-owned
shareholders of CCCC Dredging shall allocate shares equivalent to 10% of the new
shares to be issued overseas (if the over-allotment option is exercised, then 10% of
the shares of the over-allotment option shall be included as well) to the National
Council for Social Security Fund, or pay cash equivalent and issue corresponding
undertaking letters of decrease in shareholding. The above arrangement is subject to
the approvals of plan from relevant competent authorities.
The aforesaid plan has obtained the approval of CCCG, subject to submission for the
approval of CSRC and Hong Kong Stock Exchange. In order to ensure smooth application for
overseas listing of CCCC Dredging, it is proposed to the Shareholders to authorise the Board
and its delegates in the AGM to determine or adjust overseas listing plan of CCCC Dredging
depending on the actual situation. This resolution will be submitted by the Company, by way
of ordinary resolution, to the Shareholders for approval at the AGM.
2.
The Resolution in relation to the Compliance of the Overseas Listing of CCCC
Dredging with the Circular on Issues in Relation to Regulating Overseas Listing of
Subsidiaries of Domestic Listed Companies
In accordance with the Circular on Issues in Relation to Regulating Overseas Listing of
Subsidiaries of Domestic Listed Companies (Zheng Jian Fa [2004] No. 67) (《關於規範境內
上市公司所屬企業到境外上市有關問題的通知》(證監發[2004]67號)) (the “Circular”) issued
by CSRC, the Company, as the controlling shareholder of CCCC Dredging, complies with the
following conditions under Article 2 in the Circular:
(1)
The listed company has been profitable in the latest three years consecutively
Pursuant to the audit reports of “PwC Zhong Tian Shen Zi (2013) No. 10037”, “PwC
Zhong Tian Shen Zi (2014) No. 10080” and “PwC Zhong Tian Shen Zi (2015) No. 10068”
issued by PricewaterhouseCoopers Zhong Tian CPAs Limited Company and
PricewaterhouseCoopers Zhong Tian LLP, respectively, the net profit attributable to
owners of the parent company as realized by the Company for 2012, 2013 and 2014
amounted to approximately RMB11,979.76 million (restated data in 2013 annual report),
RMB12,138.84 million and RMB13,887.50 million, respectively, which complies with
the provision of “profitable in the latest three years consecutively”.
(2)
The businesses and assets in which the listed company has invested with the
proceeds from its share issues and fundraisings within the latest three accounting
years shall not be used as its capital contribution to the subsidiaries for the
purpose of applying for overseas listing
Since January 2012, the businesses and assets in which the Company has invested
with the proceeds from its share issues and fund raisings within the latest three financial
years have not be used as its capital contribution to the CCCC Dredging for the purpose
of applying for overseas listing.
– 15 –
LETTER FROM THE BOARD
(3)
The net profit of the subsidiary that the listed company is entitled to according to
the equity in the consolidated statements for the latest accounting year shall not
exceed 50% of the net profit in the consolidated statements of the listed company
The audited net profit of CCCC Dredging that the Company is entitled to according
to the equity in the 2014 consolidated statements does not exceed 50% of the net profit
in the consolidated statements of the Company.
(4)
The net assets of the subsidiary that the listed company is entitled to according to
the equity in the consolidated statements for the latest accounting year shall not
exceed 30% of the net assets in the consolidated statements of the listed company
The audited net assets of CCCC Dredging that the Company is entitled to according
to the equity in the 2014 consolidated statements does not exceed 30% of the net assets
in the statements of the Company.
(5)
There is no competition within the same industry between the listed company and
the subsidiary, and they are independent from each other in assets and finance,
and have no overlapping management
(i)
There is no competition within the same industry between the listed company
and the subsidiary
CCCC Dredging is principally engaged in the dredging and reclamation. The
Company (excluding CCCC Dredging) is principally engaged in infrastructure
construction, infrastructure design, and heavy machinery manufacturing. The
principal businesses of the Company (excluding CCCC Dredging) are different
from those of CCCC Dredging.
There is no competition within the same industry between the Company and
CCCC Dredging.
(ii) The listed company and the subsidiary are independent from each other in
assets and finance
The Company and CCCC Dredging have their own independent and complete
operational assets with clear ownership. CCCC Dredging conducts registration,
prepares accounts and carries out accounting and management independently
for all its assets. The Company has never occupied or disposed of assets of
CCCC Dredging, or intervened with the operation and management of assets
by CCCC Dredging.
The Company and CCCC Dredging have set up independent financial
departments and established the financial accounting system and financial
management system for the parent company and its subsidiaries.
The Company and CCCC Dredging are independent from each other in assets
and finance.
– 16 –
LETTER FROM THE BOARD
(iii) The managers of the listed company and the subsidiary do not hold any
overlapping positions in each other
The managers of the Company and CCCC Dredging do not hold any
overlapping positions in each other.
(6)
The shares of the subsidiary held by the directors, senior management and related
personnel of the listed company and its subsidiaries shall not exceed 10% of the
total share capital of the subsidiary prior to the overseas listing
The directors, senior management and related personnel of the Company and its
subsidiaries do not hold shares of CCCC Dredging.
(7)
The funds or assets of the listed company are not in the possession of the
individual, legal person or other organization and their related parties which has
the actual controlling power over the listed company, and there are no major
connected transactions that would prejudice the interests of the company
The Company complies with the above condition.
(8)
The listed company has no acts of major violations of laws or regulations in the
latest three years
The Company complies with the above condition.
In conclusion, the overseas listing of CCCC Dredging, a subsidiary of the Company,
complies with the relevant provisions under the Circular.
This resolution will be submitted by the Company, by way of ordinary resolution, to the
Shareholders for approval at the AGM.
3.
The Resolution in relation to the Undertaking of Maintaining Independent Listing
Status of the Company
The Company and CCCC Dredging will continue to be independent from each other in the
aspects of staff, asset, finance, institution, business and others. They have respective
independent accounting and independently undertake liabilities and risks.
The Overseas Listing of CCCC Dredging will have no adverse impact on the sustainable
operation of other business sectors of the Company, neither will it affect the Company in
maintaining its independent listing status, which is in compliance with applicable laws,
regulations, rules and regulatory documents as well as the requirements prescribed in the
Circular.
This resolution will be submitted by the Company, by way of ordinary resolution, to the
Shareholders for approval at the AGM.
– 17 –
LETTER FROM THE BOARD
4.
The Resolution in relation to the explanations on the Sustainable Profitability and
Prospects of the Company
Each business of the Company is keeping excellent momentum at present. CCCC
Dredging keeps business independency from the other business sectors of the Company.
The Overseas Listing of CCCC Dredging will not have any substantial impact on the
sustainable operation of the other business sectors of the Company. The restructuring of the
dredging sector and spin-off and listing of CCCC Dredging will drive the growth of valuation
of the Company’s dredging sector, and accordingly realize the increase of the overall value of
the Company. Through this spin-off and listing, CCCC Dredging is expected to further
accelerate its development. Meanwhile, its revenue and profit will be consolidated in the
accounting statements of the Company, which will benefit the overall financial performance of
the Company. In addition, the Overseas Listing of CCCC Dredging will firmly facilitate the
strategic upgrade of the Company, further consolidate the core competitiveness of the
Company and promote the sustainable development of the Company.
Upon the Overseas Listing of CCCC Dredging, the Company is able to continue to
maintain favorable sustainable operation ability and sustainable profitability.
This resolution will be submitted by the Company, by way of an ordinary resolution, to
the Shareholders for approval at the AGM.
5.
The Resolution in relation to the Authorization to the Board and its Authorized
Persons to Deal With the Spin-off and Listing Matters of CCCC Dredging
It is proposed that the Board and its authorized persons be authorized at the AGM to deal
with matters of the spin-off and overseas listing of CCCC Dredging at their full discretion,
including without limitation:
(i)
to exercise, at their full discretion, shareholders’ rights in CCCC Dredging on behalf
of the Company to make the proposals in relation to the matters concerning the
spin-off and overseas listing of CCCC Dredging which shall be made at the general
meetings of the Company (other than those for which proposals must be made at a
general meeting as required by the laws and regulations);
(ii) to make adjustments and modifications to the matters and plans relating to and the
contents thereof of the Overseas Listing of CCCC Dredging based on the specific
conditions;
– 18 –
LETTER FROM THE BOARD
(iii) the Board and its authorized persons are authorized to deal with spin-off and
overseas listing in respect of the submission of application for spin-off and listing
to the Hong Kong Stock Exchange and submission of relevant applications to
relevant authorities including SASAC and CSRC, including but not limited to the
submission of application to the CSRC and Hong Kong Stock Exchange for spin-off
and listing, communication with the CSRC and Hong Kong Stock Exchange in
respect of the matters relating to the application for spin-off and listing, as well as
adjustments and modifications to the matters relating to the spin-off and listing of
CCCC Dredging in accordance with the requirements of the CSRC and Hong Kong
Stock Exchange; and
(iv) to deal with other specific matters in connection with this spin-off and overseas
listing, including but not limited to the engagement of relevant intermediaries,
execution, delivery and receipt of necessary agreements and legal documents and
relevant information disclosure in accordance with applicable regulatory rules.
The abovementioned authorization is valid for 18 months from the date of this resolution
being considered and approved at the AGM.
This resolution will be submitted the Company, by way of an ordinary resolution, to the
Shareholders for approval at the AGM.
AGM
A notice convening the AGM of the Company to be held at CCCC Building, 85 De Sheng
Men Wai Street, Xicheng District, Beijing, China at 2:00 p.m. on Tuesday, 16 June 2015 is set
out in Appendix I to 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. If you intend to attend
the AGM, you are required to complete and return the reply slip to the Company’s H share
registrar, Computershare Hong Kong Investor Services Limited, on or before Tuesday, 26 May
2015. Completion and return of the form of proxy will not preclude you from attending and
voting in person at the meeting or at any adjourned meeting should you so wish and
completion.
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, 18 May 2015 to Tuesday, 16 June 2015 (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, 15 May 2015. Shareholders of the Company whose names appear on the register of
members of the Company at the opening of business on Tuesday, 16 June 2015 are entitled to
attend the AGM.
– 19 –
LETTER FROM THE BOARD
RECOMMENDATION
The Board believes that the resolutions mentioned above 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 the AGM enclosed as Appendix I to this circular.
By order of the Board
China Communications Construction Company Limited
Liu Wensheng
Company Secretary
– 20 –
APPENDIX I
NOTICE OF AGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, 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 notice.
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 AGM
NOTICE IS HEREBY GIVEN that the 2014 AGM (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, China at 2:00 p.m. on Tuesday, 16 June 2015 to
consider and, if thought fit, to pass the following resolutions:
As Ordinary Resolutions
1.
To consider and approve the audited consolidated financial statements of the
Company for the year ended 31 December 2014;
2.
To consider and approve the distribution plan of profit and final dividend of the
Company for the year of 2014;
3.
To consider and approve the re-appointment of PricewaterhouseCoopers as the
Company’s international auditor and PricewaterhouseCoopers Zhong Tian LLP as
the Company’s domestic auditor for a term ending at the next AGM of the Company
and the authorisation to the board of directors of the Company (the Board) to
determine their respective remuneration;
4.
To consider and approve the estimated cap for the internal guarantees of the Group
in 2015;
5.
To consider and approve the report of the Board for the year of 2014;
6.
To consider and approve the report of the supervisory committee of the Company for
the year of 2014;
– 21 –
APPENDIX I
NOTICE OF AGM
7.
To consider and approve the resolution in relation to undertaking letter on the
matters related with the real estate development projects issued by the controlling
shareholder of the Company;
8.
To consider and approve the resolution in relation to undertaking letter on the
matters related with the real estate development projects issued by the directors,
supervisors and senior management of the Company;
9.
To consider and approve the resolution in relation to specific self-inspection report
on the real estate development projects of China Communications Construction
Company Limited;
10. To consider and approve the resolution in relation to the plan of the overseas listing
of CCCC Dredging (Group) Holdings Co., Ltd.* (CCCC Dredging);
11.
To consider and approve the resolution in relation to the compliance of the overseas
listing of CCCC Dredging with the Circular on Issues in Relation to Regulating
Overseas Listing of Subsidiaries of Domestic Listed Companies (《關於規範境內上
市公司所屬企業到境外上市有關問題的通知》);
12. To consider and approve the resolution in relation to the undertaking of the
Company to maintain its independent listing status;
13. To consider and approve the resolution in relation to the description of sustainable
profitability and prospects of the Company;
14. To consider and approve the resolution in relation to authorization to the Board and
its authorized persons to deal with matters relating to the spin-off and listing of
CCCC Dredging;
As Special Resolutions
15. To consider and approve the following as a special resolution:
“THAT
a.
the Board be and is hereby authorized unconditional general mandate during
the Relevant Period (as defined below), either separately or concurrently, to
allot, issue and/or deal with new A shares and/or H shares and/or preference
shares and to make, grant or enter into offers, agreements and/or options in
respect thereof, subject to the following conditions:
(1)
such mandate shall not extend beyond the Relevant Period save that the
Board may during the Relevant Period make or grant offers, agreements
or options which might require the exercise of such powers after the end
of the Relevant Period;
– 22 –
APPENDIX I
NOTICE OF AGM
(2)
the number of (a) A shares and/or H shares; and/or (b) preference shares
(based on the equivalent number of A shares and/or H shares after the
voting right is restored at the initial simulated conversion price) 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, the Hong Kong Listing Rules and the Shanghai
Listing Rules and only if all necessary approvals from relevant
supervision authorities are obtained.
b.
the Board be and is hereby authorized to make such amendments to the Articles
of Association of the Company as it thinks fit so as 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 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.
c.
contingent on the Board resolving to allot, issue and deal with shares pursuant
to this resolution, the Board be and is hereby authorized to approve, execute
and deal with or procure to be executed, all such documents, deeds and things
as it may consider necessary and dealing with.
d.
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 of Directors delegates such authorization to the working group,
comprising executive directors, namely of Liu Qitao, Chen Fenjian and Fu
Junyuan designated by the Board of Directors to take charge of all matters
related to the issue of shares.
e.
For the purposes of this resolution, “Relevant Period” means the period from
the passing of this resolution until the earliest of:
(1)
the conclusion of the next AGM 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 in a general meeting.
– 23 –
APPENDIX I
NOTICE OF AGM
16. To consider and approve the issue of asset backed securities by the Company and/or
its subsidiaries: (i) that the aggregate principal amount of the securities shall not
exceed RMB10 billion; and (ii) that Mr. Liu Qitao and/or Mr. Chen Fenjian and/or
Mr. Fu Junyuan be authorised to jointly or separately deal with all relevant matters
relating to the issue of asset backed securities.
17. To consider and approve the proposed issue of short-term bonds by the Company:
(i) that the aggregate principal amount of the securities shall not exceed RMB15
billion; and (ii) that Mr. Liu Qitao and/or Mr. Chen Fenjian and/or Mr. Fu Junyuan
be authorised to jointly or separately deal with all relevant matters relating to the
issue of short-term bonds.
18. To consider and approve the proposed issue of mid- to long-term bonds by the
Company: (i) that the aggregate principal amount of the securities shall not exceed
RMB15 billion; and (ii) that Mr. Liu Qitao and/or Mr. Chen Fenjian and/or Mr. Fu
Junyuan be authorised to jointly or separately deal with all relevant matters relating
to the issue of mid- to long-term bonds.
By Order of the Board
China Communications Construction Company Limited
Liu Wensheng
Company Secretary
Beijing, the PRC
30 April 2015
*
For identification purpose only
As at the date of this notice, the Directors are LIU Qitao, CHEN Fenjian, FU Junyuan,
LIU Maoxun, LIU Zhangmin#, LEUNG Chong Shun # and HUANG Long #.
#
Independent non-executive Director
– 24 –
APPENDIX I
NOTICE OF AGM
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, 18 May 2015 to Tuesday, 16 June 2015 (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, 15 May 2015. Shareholders of
the Company whose names appear on the register of members of the Company at the opening of business on
16 June 2015 are entitled to attend the AGM.
2.
NOTICE OF ATTENDANCE
Holders of H shares who intend to attend the AGM should complete and lodge the accompanying reply slip
and return it to the Company’s H share registrar on or before Tuesday, 26 May 2015. The reply slip may be
delivered by hand, by post or by fax to the Company’s H share registrar. Completion and return of the reply
slip will not affect the right of a shareholder to attend the AGM. However, the failure to return the reply slip
may result in an adjournment of the AGM, if the number of shares carrying the right to vote represented by
the shareholders proposing to attend the AGM by the reply slip does not reach more than half of the total
number of shares of the Company carrying the right to vote at the AGM.
3.
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. 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.
4.
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.
– 25 –