Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3311) REVISION OF ANNUAL CAPS FOR AND RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH

中國建築股份有限公司

(CHINA STATE CONSTRUCTION ENGINEERING CORPORATION LIMITED)

Reference is made to the announcement dated 28 October 2014 and the circular dated 18 November 2014 of the Company in relation to the Previous CSCECL Sub-construction Engagement Agreement entered into between the Company and CSCECL which will expire on 31 December 2017.

REVISION OF 2017 ANNUAL CAPS

On 6 October 2017, the Company and CSCECL entered into the Supplemental Agreement to revise the annual cap for each of the CSCECL Sub-construction Engagement Transactions and CSC Sub-construction Engagement Transactions contemplated under the Previous CSCECL Sub-construction Engagement Agreement for the year ending 31 December 2017.

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

The Directors expect that the Group will continue to invite the CSCECL Group to participate in competitive tender as Contractors for the Group's construction works from time to time. The Directors also expect that the CSCECL Group will continue to invite the Group to participate in competitive tender as Contractors for the CSCECL Group's construction works from time to time. As the Previous CSCECL Sub-construction Engagement Agreement (as supplemented by the Supplemental Agreement) is due to expire on 31 December 2017, on 6 October 2017, the

Company and CSCECL entered into the New CSCECL Sub-construction Engagement Agreement to renew the Previous CSCECL Sub-construction Engagement Agreement for a term of three years commencing from 1 January 2018 and ending on 31 December 2020.

LISTING RULES IMPLICATIONS

CSCECL is the intermediate holding company of the Company. Accordingly, members of the CSCECL Group are connected persons of the Company. Each of the Revision of 2017 Annual Caps under the Supplemental Agreement, the CSCECL Sub-construction Engagement Transactions and the CSC Sub-construction Engagement Transactions contemplated under the New CSCECL Sub-construction Engagement Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Supplemental Agreement

Since the applicable percentage ratios as defined under the Listing Rules in respect of the revised maximum total contract sum that may be awarded by the Group to the CSCECL Group for the year ending 31 December 2017 under the Supplemental Agreement, i.e. the Revised 2017 CSCECL Cap, exceed 5%, the revision to the Revised 2017 CSCECL Cap contemplated under the Supplemental Agreement are subject to the annual review, reporting, announcement and independent shareholders' approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

Since the applicable percentage ratios as defined under the Listing Rules in respect of the revised maximum total contract sum that may be awarded by the CSCECL Group to the Group for the year ending 31 December 2017 under the Supplemental Agreement, i.e. Revised 2017 CSC Cap, exceed 5%, the revision to the Revised 2017 CSC Cap contemplated under the Supplemental Agreement are subject to the annual review, reporting, announcement and independent shareholders' approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

New CSCECL Sub-construction Engagement Agreement

Since the applicable percentage ratios as defined under the Listing Rules in respect of the maximum total contract sum that may be awarded by the Group to the CSCECL Group for each year under the New CSCECL Sub-construction Engagement Agreement, i.e. the CSCECL Sub-construction Engagement Cap, exceed 5%, the CSCECL Sub-construction Engagement Transactions contemplated under the New CSCECL Sub-construction Engagement Agreement are subject to the annual review, reporting, announcement and independent shareholders' approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

Since the applicable percentage ratios as defined under the Listing Rules in respect of the maximum total contract sum that may be awarded by the CSCECL Group to the Group for each year under the New CSCECL Sub-construction Engagement Agreement, i.e. the CSC Sub-construction Engagement Cap, exceed 5%, the CSC Sub-construction Engagement Transactions contemplated under the New CSCECL Sub-construction Engagement Agreement are subject to the annual review, reporting, announcement and independent shareholders' approval requirements. Voting at the EGM will be conducted by poll and CSCECL and its associates will abstain from voting at the EGM.

The independent board committee of the Company comprising all the Independent Non-executive Directors of the Company has been formed to advise the Independent Shareholders in respect of the Revision of 2017 Annual Caps, the CSCECL Sub-construction Engagement Transactions and the CSC Sub-construction Engagement Transactions. Innovax Capital Limited has been appointed as the independent financial adviser to advise the independent board committee of the Company and the Independent Shareholders in this connection.

A circular containing, among other things, further particulars of the Revision of 2017 Annual Caps, the CSCECL Sub-construction Engagement Transactions and the CSC Sub-construction Engagement Transactions together with, the recommendations of the independent board committee of the Company, a letter from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders, and a notice convening the EGM will be expected to be despatched to the Shareholders on or before 26 October 2017 in accordance with the Listing Rules.

The Shareholders should note that each of the Revised 2017 CSCECL Cap, the Revised 2017 CSC Cap, the CSCECL Sub-construction Engagement Cap and the CSC Sub-construction Engagement Cap represents the best estimates by the Directors of the amount of the relevant transaction based on the information currently available. Each of the Revised 2017 CSCECL Cap, the Revised 2017 CSC Cap, the CSCECL Sub-construction Engagement Cap and the CSC Sub-construction Engagement Cap bears no direct relationships to, nor should be taken to have any direct bearings to, the Group's financial or potential financial performance. The Group may or may not retain the CSCECL Group to engage in construction related works up to the level of the Revised 2017 CSCECL Cap or the CSCECL Sub-construction Engagement Cap, if at all, as its engagement is subject to tender procedures which are open to other independent third party Contractors. Similarly, the CSCECL Group may or may not retain the Group to engage in construction related works up to the level of the Revised 2017 CSC Cap or the CSC Sub-construction Engagement Cap, if at all, as its engagement is subject to tender procedures which are open to other independent third party Contractors.

Reference is made to the announcement dated 28 October 2014 and the circular dated

18 November 2014 of the Company in relation to the Previous CSCECL Sub-construction Engagement Agreement entered into between the Company and CSCECL which will expire on 31 December 2017.

(A) REVISION OF 2017 ANNUAL CAPS

On 28 October 2014, the Company and CSCECL entered into the Previous CSCECL Sub-construction Engagement Agreement, pursuant to which (a) the Group will invite the CSCECL Group to participate in competitive tender as Contractors for the Group's construction works from time to time; and (b) the CSCECL Group will invite the Group to participate in competitive tender as Contractors for the CSCECL Group's construction works from time to time, provided that (i) the maximum total contract sum that may be awarded by the Group to the CSCECL Group for each of the three financial years ending 31 December 2017 shall not exceed RMB15,000 million; and (ii) the maximum total contract sum that may be awarded by the CSCECL Group to the Group for each of the three financial years ending 31 December 2017 shall not exceed RMB3,000 million.

China State Construction International Holdings Ltd. published this content on 06 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 October 2017 09:09:04 UTC.

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