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中國交通建設股份有限公司 COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1800)

ANNOUNCEMENT DISCLOSEABLE TRANSACTION ACQUISITION OF EQUITY INTEREST

The Board of directors is pleased to announce that on 25 March 2014 the Board approved (i) the Restructuring Cooperation Agreement; (ii) Phoenix Island Development Acquisition Agreement; and (iii) Phoenix Island Real Estate Acquisition Agreement (collectively, referred to as the Relevant Agreements), pursuant to which (i) the Company will acquire 45% equity interest in Phoenix Island Cruise Terminal; and (ii) Phoenix Island Cruise Terminal will acquire the equity interests in Phoenix Island Development and Phoenix Island Real Estate (collectively, referred to as the Acquisition).

The Acquisition will comprise the following transaction steps: (i) the Company will acquire from Phoenix Island Investment Group its 45% equity interest in Phoenix Island Cruise Terminal for a total consideration of RMB1.0 billion in cash. In addition, Yusheng will agree, among others, to irrevocably entrust the Company to exercise the voting rights of 10% equity interest held by Sanya Yusheng in Phoenix Island Cruise Terminal; (ii) immediately upon the completion of the foregoing step, Phoenix Island Cruise Terminal will acquire from Zhejiang Guodu the entire equity interest held by it in Phoenix Island Development for a total consideration of RMB2.999 billion in cash; and (iii) at the same time, Phoenix Island Cruise Terminal will acquire from Dayang the entire equity interest held by it in Phoenix Island Real Estate for a total consideration of RMB962 million in cash.

Upon completion of the Acquisition, the Company will hold 45% equity interest in Phoenix Island Cruise Terminal as well as certain voting rights of 10% equity interest held by Sanya Yusheng in Phoenix Island Cruise Terminal, while Phoenix Island Investment Group will hold the remaining 45% equity interest in Phoenix Island Cruise Terminal. Phoenix Island Cruise Terminal will hold the entire equity interest in Phoenix Island Development and Phoenix Island Real Estate.

As at the date of this announcement, the applicable percentage ratio in respect of the Acquisition calculated in accordance with Chapter 14 of the Listing Rules is higher than 5% but lower than 25%. Therefore, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

1 Background

The Board of directors is pleased to announce that on 25 March 2014 the Board approved (i) the Restructuring Cooperation Agreement; (ii) Phoenix Island Development Acquisition Agreement; and (iii) Phoenix Island Real Estate Acquisition Agreement, pursuant to which (i) the Company will acquire 45% equity interest in Phoenix Island Cruise Terminal; and (ii) Phoenix Island Cruise Terminal will acquire the equity interests in Phoenix Island Development and Phoenix Island Real Estate.

The Acquisition will comprise the following transaction steps: (i) the Company will acquire from Phoenix Island Investment Group its 45% equity interest in Phoenix Island Cruise Terminal for a total consideration of RMB1.0 billion in cash. In addition, and Sanya Yusheng will agree, among others, to irrevocably entrust the Company to exercise the voting rights of 10% equity interest held by Sanya Yusheng in Phoenix Island Cruise Terminal; (ii) immediately upon the completion of the foregoing step, Phoenix Island Cruise Terminal will acquire from Zhejiang Guodu the entire equity interest held by it in Phoenix Island Development for a total consideration of RMB2.999 billion in cash; and (iii) at the same time, Phoenix Island Cruise Terminal will acquire from Hainan Dayang the entire equity interest held by it in Phoenix Island Real Estate for a total consideration of RMB962 million in cash.

Upon completion of the Acquisition, the Company will hold 45% equity interest in Phoenix Island Cruise Terminal as well as certain voting rights of 10% equity interest held by Sanya Yusheng in Phoenix Island Cruise Terminal, while Phoenix Island Investment Group will hold the remaining 45% equity interest in Phoenix Island Cruise Terminal. Phoenix Island Cruise Terminal will hold the entire equity interest in Phoenix Island Development and Phoenix Island Real Estate.

As at the date of this announcement, the applicable percentage ratio in respect of the Acquisition calculated in accordance with Chapter 14 of the Listing Rules is higher than 5% but lower than 25%. Therefore, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Restructuring Cooperation Agreement

Date: 25 March 2014

Parties: (i) The Company;

(ii) Phoenix Island Investment Group;

(iii) Sanya Yusheng.

Main contents: (i) The Company shall first acquire 45% equity interest in Phoenix Island Cruise Terminal held by Phoenix Island Investment Group and pay the consideration to Phoenix Island Investment Group; then the Company shall also acquire the entire equity interest of Phoenix Island Development and Phoenix Island Real Estate through Phoenix Island Cruise Terminal as a parent company.

2 (ii) Sanya Yusheng agrees to irrevocably entrust to the Company certain voting rights in respect of its 10% equity interest in Phoenix Island Cruise Terminal, and the scope of voting rights entrusted includes voting rights in respect of business operations and the right to appoint and remove directors and senior management.

Phoenix Island Investment Group will provide guarantee to settling the debts and receivables owned by Phoenix Island Development and Phoenix Island Real Estate prior to the Acquisition such that the Company and the target companies will not be liable for such debts after the Acquisition.

Consideration: The total consideration is RMB1 billion which shall be fully paid in cash. The total value of the shareholders’ equity interest is RMB2.2 billion.

Method of payment: Within two working days from the effective date of the agreement, the Company shall pay RMB100 million to Phoenix Island Investment Group, and the balance of the consideration shall be payable according to the specific transaction procedures and payment schedule agreed by the three parties.

Phoenix Island Development Acquisition Agreement

Date: 25 March 2014

Parties: (i) Phoenix Island Cruise Terminal;

(ii) Zhejiang Guodu.

Main contents: Phoenix Island Cruise Terminal shall acquire the entire equity interest in Phoenix Island Development held by Zhejiang Guodu at the agreed consideration.

Consideration: The total consideration is RMB2.999 billion which shall be fully paid in cash. The total value of the shareholders’ equity interest is RMB2.99 billion.

Method of payment: Within two working days from the effective date of the agreement, Phoenix Island Cruise Terminal shall pay a deposit of RMB100 million to Zhejiang Guodu which will be deemed as part of the consideration for the equity interest to be transferred. On the completion date of the transfer of the equity interest, the Phoenix Island Cruise Terminal shall remit 60% of the consideration in cash to the designated bank account specified by Zhejiang Guodu. Within 15 working days after completion of registration of transfer of the entire equity interest in Phoenix Island Development with relevant Administration of Industry and Commerce, the Phoenix Island Cruise Terminal shall remit the balance of the consideration in cash (40% of the total consideration less the deposit of RMB100 million) to the designated bank account specified by the Zhejiang Guodu.

3 Phoenix Island Real Estate Acquisition Agreement

Date: 25 March 2014

Parties: (i) Phoenix Island Cruise Terminal;

(ii) Hainan Dayang.

Main contents: Phoenix Island Cruise Terminal shall acquire the entire equity interest in Phoenix Island Real Estate held by Hainan Dayang at the agreed consideration.

Consideration: The total consideration is RMB962 million which shall be fully paid in cash. The total value of the shareholders’ equity interest is RMB962 million.

Method of payment: The purchaser shall pay 100% of the consideration to the vendor on the completion date of transfer of the subject equity interest.

Basis for the consideration

The consideration for each of the Acquisitions is determined by the relevant parties based on the valuation results prepared by the valuer conducting valuation on the relevant target company for each of the Acquisitions.

Reasons for and benefit from the Acquisition

Through the Acquisition, the Company expects to achieve both investment returns and the improvement of its brand awareness and influence through the existing brand of Sanya Phoenix Island.

Implications under the Listing Rules

As at the date of this announcement, the applicable percentage ratio in respect of the Acquisition calculated in accordance with Chapter 14 of the Listing Rules is higher than 5% but below 25%. Therefore, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

General Information

The Company

The Company is a leading transportation infrastructure group in the PRC, primarily engaged in infrastructure construction, infrastructure design, dredging and heavy machinery manufacturing businesses.

4 Phoenix Island Investment Group

Phoenix Island Investment Group is a company incorporated in the PRC, primarily engaged in tourism development, and investment in and management of ports, cruise lines, hotels and clubs, tropical agricultural development and corporate management consulting services.

Zhejiang Guodu

Zhejiang Guodu is a company incorporated in the PRC, primarily engaged in industrial investment, asset management, investment project management and domestic trading.

Hainan Dayang

Hainan Dayang is a company incorporated in the PRC, primarily engaged in water conservation port, road and construction projects.

Phoenix Island Cruise Terminal

Phoenix Island Cruise Terminal is a company incorporated in the PRC, primarily engaged in port development and operation, international and domestic passenger and cargo services, tourism services, real estate development, hotel development and construction, cultural and media consulting services, car parking service and electric vehicle operation. Prior to the completion of the Acquisition, Phoenix Island Investment Group and Sanya Yusheng hold 90% and 10% equity interest in Phoenix Island Cruise Terminal respectively.

Phoenix Island Development

Phoenix Island Development is a company incorporated in the PRC, primarily engaged in port development, tourism services, real estate development and management, cultural and recreational services, and vehicle leasing business. It is a wholly-owned subsidiary of Zhejiang Guodu before the completion of the Acquisition.

Phoenix Island Real Estate

Phoenix Island Real Estate is a company incorporated in the PRC, primarily engaged in the real estate development and operations, tourism, cultural and entertainment investment, shopping mall operation, property leasing and shopping mall management. It is a wholly-owned subsidiary of Hainan Dayang before the completion of the Acquisition.

Directors’ Confirmation

To the best of the Directors’ knowledge, information and belief, having made all reasonably enquiry, Phoenix Island Investment Group, Zhejiang Guodu and Hainan Dayang and their respective ultimate beneficial owner are third parties independent of the Company and connected persons of the Company. The terms of the Acquisition are fair and reasonable and in the interests of the shareholders of the Company as a whole.

5 Definitions

“Board of Directors’’ the board of Directors of the Company

“Director(s)’’ the director(s) of the Company

“Group’’ the Company and all of its subsidiaries

“Hainan Dayang” Hainan Dayang Infrastructure Investment Co. Ltd. (海南大洋 基礎設施投資有限公海南大洋基礎設施投資有限公司), an independent third party not related to the Company

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Phoenix Island Cruise Sanya Phoenix Island International Cruise Terminal Terminal” Development Co., Ltd. (三亞鳳凰島國際郵輪港發展有限公司)

“Phoenix Island Development” Sanya Phoenix Island Development Co., Ltd. (三亞鳳凰島 發展有限公司), an independent third party not related to the Company

“Phoenix Island Development The “Equity Acquisition Agreement in relation to Sanya Acquisition Agreement” Phoenix Island Development Co., Ltd.” entered into between Phoenix Island Cruise Terminal and Zhejiang Guodu

“Phoenix Island Investment Sanya Phoenix Island Investment Group Co., Ltd.* (三亞鳳凰 Group” 島投資集團有限公司)

“Phoenix Island Real Estate” Sanya Phoenix Island Real Estate Co., Ltd. (三亞鳳凰島置業有 限公司), an independent third party not related to the Company

“Phoenix Island Real Estate The “Equity Acquisition Agreement in relation to Sanya Acquisition Agreement” Phoenix Island Real Estate Co., Ltd.” entered into between Phoenix Island Cruise Terminal and Hainan Dayang

“Restructuring Cooperation The “Equity Restructuring Cooperation Agreement in relation Agreement” to Sanya Phoenix Island Project” entered into between the Company, Phoenix Island Investment Group and Sanya Yusheng

“Sanya Yusheng” Sanya YuSheng Investment Co., Ltd. (三亞鈺晟投資有限公司)

6 “the Company” 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 Hong Kong Stock Exchange under the stock code:1800 and the A shares of which are listed on the Stock Exchange under the stock code: 601800

“Zhejiang Guodu” Zhejiang Guodu Holding Co., Ltd. (浙江國都控股有限公司)

By Order of the Board China Communications Construction Company Limited LIU Wensheng Company Secretary

Beijing, the PRC 25 March 2014

As at the date of this announcement, the Directors are LIU Qitao, FU Junyuan, LU Hongjun#, YUAN Yaohui#, ZOU Qiao#, LIU Zhangmin# and LEUNG Chong Shun#.

# Independent non-executive directors

* for identification purposes only

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