China Communications Construction Company Limited...

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IMPORTANT

Rule 11.07If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professionaladvice.

A1A.1

A1A.5

3rd Sch 29R 8.03

China Communications Construction Company LimitedRule 8.02(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

Global Offering

PN 18(4.3)A1A.15(2)(a)

Number of OÅer Shares under the : 3,500,000,000 H Shares (subject to the Over-allotmentGlobal OÅering Option)

Number of Hong Kong OÅer Shares : 175,000,000 H Shares (subject to adjustment)3rd Sch2Number of International OÅering Shares : 3,325,000,000 H Shares (subject to adjustment and the Over-

allotment Option)A1A.15(2)(c)3rd Sch 9

Maximum OÅer Price : HK$4.60 per OÅer Share payable in full on applicationsubject to refund on Ñnal pricing, plus brokerage of 1%,SFC transaction levy of 0.004%, and Stock Exchangetrading fee of 0.005%

Stock Code : 1800

Joint Global Coordinators, Joint Bookrunners,Joint Lead Managers and Joint Sponsors

(in alphabetical order)A1A.3

R10.06(1)(b)(xi)R11.20

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relianceupon the whole or any part of the contents of this Prospectus.

S342C (1)S342C (2)

A copy of this Prospectus, having attached thereto the documents specified in ‘‘Appendix X — Documents Delivered to the Registrar of Companies andAvailable for Inspection’’to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the CompaniesOrdinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kongtake no responsibility as to the contents of this Prospectus or any of the other documents referred to above.

I.ENote (8)I.ENote (9)

The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the PriceDetermination Date which is expected to be on or around December 9, 2006 and, in any event, not later than December 13, 2006. The Offer Price will not bemore than HK$4.60 and is currently expected to be not less than HK$3.40.

I.ENote 12

The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the GlobalOffering and/or the indicative Offer Price range below that stated in this Prospectus at any time prior to the morning of the last day for the lodging ofapplications under the Hong Kong Public Offering. Further details are set out in the sections headed ‘‘Structure of the Global Offering’’ and ‘‘How to applyfor Hong Kong Offer Shares’’. If, for whatever reason, we, and the Joint Global Coordinators are not able to agree on the Offer Price, the Global Offering(including the Hong Kong Public Offering) will not proceed.

A1A.63

S342 (1)

We are incorporated, and substantially all of our businesses are located, in China. Potential investors should be aware of the differences in the legal,economic and financial systems between China and Hong Kong, and that there are different risk factors relating to investment in companies incorporated inChina. Potential investors should also be aware that the regulatory framework in China is different from the regulatory framework in Hong Kong, and shouldtake into consideration the different market nature of our H Shares. Such differences and risk factors are set forth in the sections headed ‘‘Risk Factors’’,‘‘Appendix VII — Summary of Principal Legal and Regulatory Provisions’’ and ‘‘Appendix VIII — Summary of Articles of Association of the Company’’.

December 1, 2006

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EXPECTED TIMETABLE(1)

IE Note(13)

3rd Sch 8

Application lists open(2)*********************************** 11:45 a.m. on Wednesday,December 6, 2006

Latest time to lodge white and yellow Application Forms ** 12:00 noon on Wednesday,December 6, 2006

Latest time to complete electronic applications under theWhite Form eIPO service through the designated websitewww.eipo.com.hk(3) ************************************ 12:00 noon on Wednesday,

December 6, 2006Latest time to give electronic application instructions to

HKSCC(4) *********************************************** 12:00 noon on Wednesday,December 6, 2006

A1A.15(2)(f)Application lists close************************************* 12:00 noon on Wednesday,December 6, 2006

A1A.15(2)(k)Expected Price Determination Date************************ Saturday, December 9, 2006Announcement of the Offer Price, the level of indication of

interest in the International Offering and the applicationresults and basis of allocation of the Hong Kong OfferShares (with successful applicants’ identificationdocument numbers) to be published in the South ChinaMorning Post (in English) and the Hong Kong EconomicTimes (in Chinese) on or before ************************* Thursday, December 14, 2006

Dispatch of H Share certificates in respect of wholly orpartially successful applications on or before(5)(6)********** Thursday, December 14, 2006

Dispatch of refund cheques in respect of wholly or partiallysuccessful applications on or before(6) ******************* Thursday, December 14, 2006

A1A.22

Dealings in H Shares on the Hong Kong Stock Exchangeexpected to commence on****************************** Friday, December 15, 2006

(1) All times refer to Hong Kong local time except where otherwise stated.(2) If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong

at any time between 9:00 am and 12:00 noon on Wednesday, December 6, 2006, the application lists will not open onthat day. See the paragraph headed ‘‘Effects of Bad Weather Conditions on the Opening of the Application Lists’’ inthe section headed ‘‘How to Apply for Hong Kong Offer Shares’’ in this Prospectus.

(3) You will not be permitted to submit your application to the eIPO Service Provider through the designated websitewww.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted yourapplication and obtained a payment reference number from the designated website prior to 11:30 a.m., you will bepermitted to continue the application process (by completing payment of application monies) until 12:00 noon onthe last day for submitting applications, when the application lists close.

(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should referto the section headed ‘‘How to Apply for Hong Kong Offer Shares — 6. Applying by giving electronic applicationinstructions to HKSCC’’ in this Prospectus.

(5) H Share certificates will only become valid certificates of title provided that neither of the Underwriting Agreementshas been terminated in accordance with its terms and the Hong Kong Public Offering has become unconditional,which is expected to be at 8:00 a.m. or before on December 15, 2006. Investors who trade H Shares on the basis ofpublicly available allocation details prior to the receipt of H Share certificates or prior to the H Share certificatesbecoming valid certificates of title do so entirely at their own risk.

(6) Refund will be made in respect of wholly or partially unsuccessful applications and in respect of successfulapplications if the Offer Price is less than the price payable on application.

i


CONTENTS

IMPORTANT NOTICE TO INVESTORS

China Communications Construction Company Limited has issued this Prospectussolely in connection with the Hong Kong Public Offering and the Hong Kong OfferShares. This Prospectus does not constitute an offer to sell or a solicitation of an offer tobuy any securities other than the Hong Kong Offer Shares offered by this Prospectuspursuant to the Hong Kong Public Offering. This Prospectus may not be used for thepurpose of, and does not constitute, an offer or invitation in any other jurisdiction or inany other circumstances. No action has been taken to permit a public offering of theOffer Shares in any jurisdiction other than Hong Kong and no action has been taken topermit the distribution of this Prospectus in any jurisdiction other than Hong Kong. Thedistribution of this Prospectus and the offering and sale of the Offer Shares in otherjurisdiction are subject to restrictions and may not be made except as permitted underthe applicable securities laws of such jurisdictions pursuant to registration with orauthorization by the relevant securities regulatory authorities or an exemptiontherefrom.

You should rely only on the information contained in this Prospectus and theApplication Forms to make your investment decision. We have not authorized anyoneto provide you with information that is different from what is contained in thisProspectus. Any information or representation not made in this Prospectus must not berelied on by you as having been authorized by us, the Joint Global Coordinators, theJoint Sponsors, the Underwriters, any directors of any of them, or any other personinvolved in the Global Offering.

Page

Expected Timetable ***************************************************************** iSummary *************************************************************************** 1Definitions************************************************************************** 12Glossary of Technical Terms ********************************************************** 20Risk Factors************************************************************************* 22Information About This Prospectus and the Global Offering *************************** 41Parties involved in the Global Offering *********************************************** 45Corporate Information*************************************************************** 49Industry Overview ****************************************************************** 51Regulatory Overview**************************************************************** 56Reorganization and Corporate Structure ********************************************** 61Our Corporate Investors ************************************************************* 66Business **************************************************************************** 68

Overview ************************************************************************* 68Competitive Strengths************************************************************* 70Business Strategies**************************************************************** 73Our Businesses******************************************************************** 75Other Businesses****************************************************************** 91Overseas Operations ************************************************************** 92Backlog*************************************************************************** 93New Contract Value *************************************************************** 94

ii


CONTENTS

Page

Operation Process ***************************************************************** 94Clients and Customers************************************************************* 97Raw Materials and Suppliers******************************************************* 98Management Structure ************************************************************ 99Quality, Safety and Environmental Protection Control ******************************* 100Internal Controls ****************************************************************** 101Research and Development ******************************************************** 101Intellectual Property*************************************************************** 101Employees ************************************************************************ 102Insurance ************************************************************************* 102Properties ************************************************************************ 103Legal Proceedings and Regulatory Compliance ************************************** 104

Relationship with CCCG ************************************************************* 107Connected Transactions************************************************************** 109Directors, Supervisors, and Senior Management*************************************** 114Share Capital *********************************************************************** 123Substantial Shareholders ************************************************************ 126Financial Information**************************************************************** 128Future Plans and Use of Proceeds **************************************************** 175Underwriting *********************************************************************** 176Structure of the Global Offering ***************************************************** 181The PRC Public Offering ************************************************************* 187How to Apply for Hong Kong Offer Shares ******************************************* 188Further Terms and Conditions of the Hong Kong Public Offering *********************** 200Appendices

I — Accountants’ Report********************************************************* I-1II — Unaudited Pro Forma Financial Information *********************************** II-1III — Profit Forecast ************************************************************** III-1IV — Unaudited Interim Financial Information of ZPMC ***************************** IV-1V — Property Valuation ********************************************************** V-1VI — Taxation and Foreign Exchange ********************************************** VI-1VII — Summary of Principal Legal and Regulatory Provisions ************************ VII-1VIII — Summary of Articles of Association of the Company ************************** VIII-1IX — Statutory and General Information ******************************************* IX-1X — Documents Delivered to the Registrar of Companies and Available for

Inspection ****************************************************************** X-1

iii


SUMMARY

This summary aims to give you an overview of the information contained in thisProspectus. As this is a summary, it does not contain all the information that may beimportant to you and is qualified in its entirety by, and should be read in conjunction with,the full text of this Prospectus. You should read the whole document including theappendices hereto, which constitute an integral part of this Prospectus, before you decide toinvest in our Offer Shares.

There are risks associated with any investment. Some of the particular risks in investingin our Offer Shares are set out in the section headed ‘‘Risks Factors’’ in this Prospectus. Youshould read this section carefully before you decide to invest in our Offer Shares.

3rd Sch 1

3rd Sch 29

OVERVIEW

We are a leading transportation infrastructure group in China primarily engaged in theinfrastructure construction, infrastructure design, dredging and port machinery manufacturingbusinesses. With more than 50 years’ experience gained from a diverse range of projects, we areable to provide our clients with integrated solutions across different phases of an infrastructureproject. In addition to our Chinese operations, we have extensive international operations inapproximately 40 countries and regions around the world. In 2005, our total turnover wasapproximately RMB83.3 billion and for the six months ended June 30, 2006, our total turnover wasapproximately RMB47.2 billion. The table below summarizes our four core businesses and theirkey services and products.

Our Company

InfrastructureConstruction

Business

InfrastructureDesign

Business

DredgingBusiness

Port MachineryManufacturing

Business

Port construction

Road and bridge

construction

Railway constructon

Port design

Road and bridge

design

Capital

dredging

Maintenance

dredging

Reclamation

dredging

Environmental

protection

dredging

Container cranes

Bulk material

handling machinery

Heavy marine

crane machinery

Large steel

structures

1


SUMMARY

Infrastructure Construction Business. We are the largest port construction company and aleader in road and bridge construction in China, in terms of total construction contractingrevenues. Our Infrastructure Construction Business provides services relating to the construction oftransportation infrastructures, including ports, roads, bridges, tunnels and other facilities bothdomestically and internationally. We hold the only three top-tier qualification certificates grantedby the Ministry of Construction for conducting port construction work in China. We also provideconstruction services in the form of BT and BOT projects. We operate our InfrastructureConstruction Business through 16 direct subsidiaries and their respective subsidiaries andassociates. For the six months ended June 30, 2006, the Infrastructure Construction Businessaccounted for approximately RMB28.8 billion, or 60.4%, of our turnover before elimination ofinter-segment transactions.

Infrastructure Design Business. We are the leading port, road and bridge design company inChina in terms of design revenue with 10 top-tier design institutes. Our Infrastructure DesignBusiness provides a complete range of design services, including consulting and planning services,feasibility studies, designs, engineering consulting, engineering surveys and technical studies,project management, project supervision, construction and other services. These services supportour customers in the transportation infrastructure market both domestically and internationally.We operate our Infrastructure Design Business through 10 direct subsidiaries and their respectivesubsidiaries and associates. For the six months ended June 30, 2006, the Infrastructure DesignBusiness accounted for approximately RMB2.4 billion, or 4.9%, of our turnover before eliminationof inter-segment transactions.

Dredging Business. We are the largest dredging company in China and were ranked thethird largest globally based on dredging capacity in 2005, according to the latest report by theChinese Dredging Industry Association. We have been involved in most of the major dredging andreclamation works along China’s coastline. We operate our Dredging Business through threedirect subsidiaries and their respective subsidiaries and associates, and provide a comprehensiverange of dredging and reclamation services both domestically and internationally. For the sixmonths ended June 30, 2006, the Dredging Business accounted for approximately RMB5.0 billion,or 10.5%, of our turnover before elimination of inter-segment transactions.

Port Machinery Manufacturing Business. We are the largest manufacturer of containercranes in the world in terms of units ordered according to the latest annual survey by World CargoNews. Our products primarily include container cranes and bulk material handling machinery. Wealso produce heavy marine crane machinery and large steel structures. ZPMC and SPMP are ourtwo major subsidiaries that conduct our Port Machinery Manufacturing Business. ZPMC is aninternationally well-known port machinery manufacturer that accounted for approximately 74%of the global market share of quayside container cranes in terms of units ordered during the12 months ended June 2006. It is a public company in which we own a controlling equity interestof approximately 43.3%, with A shares and B shares listed on the Shanghai Stock Exchange. Forthe six months ended June 30, 2006, the Port Machinery Manufacturing Business accounted forapproximately RMB9.0 billion, or 19.0%, of our turnover before elimination of inter-segmenttransactions.

Leveraging on our established platforms of the above four core businesses, we are alsoengaged in a variety of other businesses, including road and bridge construction machinerymanufacturing, logistics services and trading of construction related materials and equipment. Forthe six months ended June 30, 2006, our other businesses accounted for approximatelyRMB2.5 billion, or 5.2%, of our turnover before elimination of inter-segment transactions.

In China, we operate throughout the country. In particular, we have major subsidiarieslocated in the Bohai Bay region, Yangtze River Delta region and Pearl River Delta region, whichare among China’s fastest developing and most economically active regions, with growth in GDPand foreign trade activities significantly above the national average. Although certain measures

2


SUMMARY

implemented by the PRC government since late 2003 to prevent the economy from overheatingmay impact public spending on transportation infrastructure projects, which may in turn have anadverse impact on our operations, our profit for the year increased in each of the three yearsended December 31, 2005. Internationally, we operate in approximately 40 countries and regions,primarily in Southeast Asia, the Middle East and Africa.

3rd Sch 29Our Company was established on October 8, 2006 as part of the Reorganization, during whichour parent group, CCCG, transferred to us all of its core operating businesses and related assetsand liabilities. CCCG, which was formed upon the Merger of the CHEC Group and CRBC Group inDecember 2005, is one of the largest groups in the transportation infrastructure industry in China.Prior to the Merger, the CHEC Group was a leading state-owned enterprise primarily engaged inport design and construction, dredging and port machinery manufacturing and the CRBC Groupwas a leading state-owned enterprise primarily engaged in road and bridge design andconstruction. Each of them had an operating history in excess of 50 years and had developed andaccumulated extensive expertise and advanced technology, equipment and assets in theirrespective areas of operation. Following the Merger and the Reorganization, we have inheritedfrom CCCG the core businesses and assets of the CHEC Group and the CRBC Group, and we arewell positioned to further expand operations and increase profitability through consolidating thedifferent businesses and realizing synergies created through the Merger and the Reorganization.

In 2003, 2004 and 2005, our turnover was approximately RMB48.5 billion, RMB65.9 billion andRMB83.3 billion, respectively, representing a compound annual growth rate of 31.1%; and ourprofit attributable to equity holders of the Company was approximately RMB435 million,RMB1.1 billion and RMB2.2 billion, respectively. For the six months ended June 30, 2006, ourturnover was approximately RMB47.2 billion and our profit attributable to equity holders of theCompany was approximately RMB1.1 billion. The following table sets forth the amount andpercentage of our total turnover for each of our four core businesses and our other businesses forthe periods indicated.

R 8.05(2)(e)For the year ended December 31, For the six months ended June 30,

2003 2004 2005 2005 2006

RMB % RMB % RMB % RMB % RMB %(unaudited)

(in millions, except for percentages)

Infrastructure ConstructionBusiness ******************** 33,119 67.6 44,863 67.5 54,723 64.9 21,150 61.3 28,845 60.4

Infrastructure Design Business** 2,150 4.4 3,416 5.1 4,441 5.3 1,616 4.7 2,360 4.9Dredging Business************* 4,134 8.4 5,051 7.6 6,823 8.1 3,211 9.3 5,017 10.5Port Machinery Manufacturing

Business ******************** 5,982 12.2 8,778 13.2 13,947 16.5 6,477 18.8 9,041 19.0Other Businesses ************** 3,609 7.4 4,344 6.6 4,409 5.2 2,034 5.9 2,494 5.2

Subtotal ********************** 48,994 100.0 66,452 100.0 84,343 100.0 34,488 100.0 47,757 100.0

Inter-segment Elimination ***** (512) (540) (1,078) (480) (570)

Total ************************* 48,482 65,912 83,265 34,008 47,187

COMPETITIVE STRENGTHS

We believe that our historical success and future prospects are underpinned by ourcompetitive strengths, including:

( We are a recognized leader in China’s transportation infrastructure industry and a globalleader in the dredging industry and in the port machinery manufacturing industry;

( We are well positioned to capture attractive opportunities in China’s rapidly growingtransportation infrastructure industry;

3


SUMMARY

( Our integrated business and economies of scale allow us to realize synergies across ourbusinesses to achieve enhanced market share and profitability;

( We have advanced technologies, research and development capabilities and equipment;and

( Our management and technical teams have extensive experience in the transportationinfrastructure industry.

BUSINESS STRATEGIES

We aim to become one of the world’s leading transportation infrastructure groups. Toachieve this, we intend to implement the following strategies:

( Enhance our leading position in China’s transportation infrastructure market;

( Further expand offerings of high-margin and high-value added products and services andselectively enter into new markets;

( Capture growing opportunities for profitable transportation infrastructure BT and BOTprojects;

( Continue to focus on and improve productivity and operational efficiency; and

( Enhance profitability by implementing effective and on-going cost reduction initiatives.

SUMMARY HISTORICAL FINANCIAL INFORMATION

The following table sets forth our selected income statement and other financial informationfor the periods indicated, as derived from the Accountants’ Report in Appendix I to thisProspectus.

Rule 8.05(1)(a)For the For the six monthsyear ended ended

December 31, June 30,

2003 2004 2005 2005 2006

(unaudited)(RMB millions)

Turnover ******************************** 48,482 65,912 83,265 34,008 47,187Cost of sales ***************************** (43,617) (59,578) (75,110) (30,722) (42,073)

Gross profit****************************** 4,865 6,334 8,155 3,286 5,114Other gains/(losses), net ****************** 37 33 205 141 (45)Selling and marketing expenses *********** (270) (363) (463) (184) (199)Administrative expenses ****************** (2,878) (3,459) (4,117) (1,693) (2,473)Other income **************************** 706 785 1,001 452 561Other expenses ************************** (715) (749) (972) (462) (441)

Operating profit ************************* 1,745 2,581 3,809 1,540 2,517Interest income ************************** 97 100 117 53 71Finance costs, net ************************ (972) (933) (433) (245) (684)Share of profit/(loss) of jointly controlled

entities ******************************** 5 5 (47) 1 10Share of profit of associates ************** 113 101 117 52 48

Profit before income tax****************** 988 1,854 3,563 1,401 1,962Income tax expense ********************** (361) (457) (592) (382) (502)

Profit for the year/period***************** 627 1,397 2,971 1,019 1,460

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SUMMARY

For the For the six monthsyear ended ended

December 31, June 30,

2003 2004 2005 2005 2006

(unaudited)(RMB millions)

Attributable to:Equity holders of the Company *********** 435 1,071 2,195 689 1,084Minority interests ************************ 192 326 776 330 376

627 1,397 2,971 1,019 1,460

BACKLOG

Backlog represents our estimate of the contract value of work that remains to be completedas at a certain date. The following table sets out the aggregate value of projects in our backlog asat the dates specified:

As atAs at December 31, June 30,

2003 2004 2005 2006

(RMB millions)

Infrastructure Construction Business ******************* 68,497 69,984 83,178 94,017Infrastructure Design Business ************************* 3,905 5,507 6,641 8,318Dredging Business ************************************ 4,412 7,469 10,625 11,827Port Machinery Manufacturing Business**************** 9,604 15,238 22,921 26,332Other Businesses ************************************* 1,495 1,062 2,284 170

Total: ************************************************ 87,913 99,260 125,649 140,664

NEW CONTRACT VALUE

New contract value represents the aggregate value of the contracts we entered into during aspecified period. The value of a contract is the amount that we expect to receive under the termsof the contract if the contract is performed in accordance with its terms. The following table setsout the aggregate value of new contracts entered into for the period specified.

For the sixmonths

For the year ended endedDecember 31, June 30,

2003 2004 2005 2006

(RMB millions)

Infrastructure Construction Business ****************** 39,723 47,807 68,382 42,304Infrastructure Design Business ************************ 3,619 5,090 5,418 3,600Dredging Business *********************************** 5,341 7,810 9,890 6,168Port Machinery Manufacturing Business*************** 10,354 14,383 21,600 12,428Other Businesses ************************************ 1,255 373 1,551 —

Total: *********************************************** 60,292 75,463 106,841 64,500

5


SUMMARY

PROFIT FORECAST FOR THE YEAR ENDING DECEMBER 31, 2006

Forecast combined profit attributable to equity holders of theCompany(1) ************************************************ not less than

RMB2,806 millionForecast earnings per Share

(a) Pro forma fully diluted(2) ******************************** RMB19.6 cents (HK19.4 cents)(b) Weighted average(3) ************************************ RMB25.6 cents (HK25.3 cents)

(1) The above profit forecast has been prepared on the bases and assumptions set out in Appendix III.

(2) The calculation of the forecast earnings per Share on a pro forma fully diluted basis is based on the forecastcombined profit attributable to equity holders of the Company for the year ending December 31, 2006, assumingthat we had been listed since January 1, 2006 and a total of 14,300,000,000 Shares were issued and outstandingduring the entire year. This calculation assumes that the Over-allotment Option will not be exercised.

(3) The calculation of the forecast earnings per Share on a weighted average basis is based on the forecast combinedprofit attributable to equity holders of the Company for the year ending December 31, 2006. This calculation assumesthat we had been established and 10,800,000,000 Shares were issued and outstanding as of January 1, 2006, theOver-allotment Option will not be exercised, and the 3,500,000,000 H Shares expected to be issued pursuant to theGlobal Offering will be issued on December 15, 2006.

OFFER STATISTICS

All statistics in this table are based on the assumption that the Over-allotment Option is notexercised.

Rule 8.09(2)

Rule 8.05(2)(d)

Based on an Offer Price Based on an Offer Priceof HK$3.40 per H Share of HK$4.60 per H Share

Our Company’s market capitalization uponcompletion of the Global Offering(1)************** HK$48,620 million HK$65,780 million

Prospective price/earnings multiple:(a) on a pro forma fully diluted basis(2) *********** 17.5 times 23.7 times(b) on a weighted average basis(3)**************** 13.4 times 18.2 times

Unaudited pro forma adjusted net tangible assetvalue per Share(4) ******************************* HK$1.44 (RMB1.45) HK$1.72 (RMB1.74)

PN18(4.3)(1) The calculation of market capitalization is based on 14,300,000,000 Shares expected to be in issue followingcompletion of the Global Offering.

(2) The calculation of the prospective price/earnings multiple on a pro forma fully diluted basis is based on the forecastearnings per Share on a pro forma fully diluted basis at the respective Offer Prices of HK$3.40 and HK$4.60 perH Share, assuming that the Global Offering had been completed on January 1, 2006 and a total of 14,300,000,000Shares were issued and outstanding during the entire year.

(3) The calculation of the prospective price/earnings multiple on a weighted average basis is based on the forecastearnings per Share on a weighted average basis at the respective Offer Prices of HK$3.40 and HK$4.60, assuming thatwe had been established and 10,800,000,000 Shares were issued and outstanding as of January 1, 2006, and the3,500,000,000 H Shares expected to be issued pursuant to the Global Offering will be issued on December 15, 2006.

(4) The unaudited pro forma adjusted net tangible asset value per Share is calculated after making the adjustmentsreferred to in ‘‘Appendix II Unaudited Pro Forma Financial Information’’ in this Prospectus and on the basis of a totalof 14,300,000,000 Shares being issued at the respective Offer Prices of HK$3.40 and HK$4.60 per H Share, assumingthe completion of the Global Offering.

DIVIDEND POLICY

We may distribute dividends by way of cash or by other means that we consider appropriate.A decision to distribute any dividends would require the approval of our Board and will be at theirdiscretion, and will be subject to shareholders’ approval. During the years ended December 31,2003, 2004 and 2005 and the six months ended June 30, 2006, we did not distribute any dividendto our shareholders. A decision to declare or to pay any dividends in the future, and the amountof any dividends, will depend on a number of factors, including our results of operations, cash

6


SUMMARY

flows, financial condition, payments by our subsidiaries of cash dividends to us, future prospectsand other factors that our Directors may consider important.

In any case, we will pay dividends out of our after-tax profits only after we have made thefollowing allocations:

( recovery of accumulated losses, if any;

( allocations to the statutory common reserve fund equivalent to 10% of our after-taxprofit, as determined under PRC GAAP; and

( allocations, if any, to a discretionary common reserve fund that are approved by theshareholders in a shareholders’ meeting.

The minimum allocations to the statutory funds are 10% of our after-tax profit, asdetermined under PRC GAAP. When the statutory common reserve fund reaches and ismaintained at or above 50% of our registered capital, no further allocations to this statutory fundwill be required.

Under PRC law, after completion of the Global Offering, dividends may be paid only out ofdistributable profits as determined under PRC GAAP or IFRS, whichever is lower. Any distributableprofits that are not distributed in any given year will be retained and available for distribution insubsequent years.

Considering our present financial position, we currently intend, subject to theabovementioned limitations and in the absence of any circumstances which might reduce theamount of distributable profits whether by losses or otherwise, to distribute to our shareholdersnot less than 25% of our distributable profits (i) in respect of the year ending December 31, 2006,for the period between December 1, 2006 to December 31, 2006; and (ii) for the years endingDecember 31, 2007 and December 31, 2008.

There is, however, no assurance that we will be able to declare dividends of such amount orany amount in any year. In addition, the declaration and/or payment of dividends may be limitedby legal restrictions and/or by financing agreements that we may enter into in the future.

SPECIAL DISTRIBUTION AND SPECIAL DIVIDEND

Pursuant to the ‘‘Provisional Regulations Relating to Corporate Reorganization of Enterpriseand Related Management of State-owned Capital and Financial Treatment’’ issued by the Ministryof Finance, we are required to make a distribution to CCCG, our sole shareholder prior to theGlobal Offering, in an amount equal to the profit for the period generated during the periodfrom January 1, 2006 to October 7, 2006, being the date immediately prior to our incorporation(‘‘Relevant Profit Period’’) as determined in accordance with PRC GAAP (the ‘‘SpecialDistribution’’). In connection with our incorporation, we issued 10,800,000,000 Shares to CCCGbased on a valuation of our net assets as at December 31, 2005. As no valuation of our assets laterthan December 31, 2005 was available at the time of our incorporation, the profits earned afterDecember 31, 2005 up to our incorporation date were not taken into account in determining thenumber of Shares we issued to CCCG in connection with our incorporation. Accordingly, there is asurplus between the value of our net assets as at our incorporation date over the value of netassets as at the last valuation date, being December 31, 2005 and we are required to return suchsurplus to CCCG. The Special Distribution, therefore, represents the amount of such surplus thatwe are required to pay to CCCG.

We have determined the Special Distribution to amount to RMB1,556 million. We have basedsuch determination on an aggregation of (a) the net profits as recorded in our managementaccounts under PRC GAAP for the nine months ended September 30, 2006, which has beenreviewed by independent accountants, and (b) our estimate of the net profits generated duringthe seven days ended October 7, 2006. We estimated our net profits for the seven days endedOctober 7, 2006 by calculating on a pro rata basis the net profits shown in our reviewed

7


SUMMARY

management accounts for the nine months ended September 30, 2006. We paid the SpecialDistribution to CCCG in November 2006 from our internal financial resources.

At a general meeting held on November 25, 2006, we resolved that CCCG being our then soleshareholder shall be entitled to all of the distributable profits generated from October 8, 2006 toNovember 30, 2006 (the ‘‘Special Dividend’’).

We currently estimate the Special Dividend to amount to approximately RMB374 million. Suchestimate is calculated on a pro rata basis using the number of days in the period betweenOctober 8, 2006 and November 30, 2006, and the net profits as recorded in our managementaccounts under PRC GAAP for the three months ended September 30, 2006. We will engage a firmof independent accountants to perform a special audit of our accounts for the period fromOctober 8, 2006 to November 30, 2006 to determine the actual amount of the Special Dividend.We will only pay the Special Dividend to CCCG after completing that special audit, which iscurrently expected to be by April 30, 2007, following which we will publish an announcement ofthe outcome of that special audit and the actual amount of the Special Dividend. We will pay theSpecial Dividend out of our distributable profits for the relevant period as determined by takinginto account the lower of net profit determined under PRC GAAP and IFRS and after makingallocations for the required statutory reserves. We expect to finance the payment of the SpecialDividend from our internal cash resources on hand prior to the Global Offering.

The Special Distribution referred to above relates to a period which falls prior to theformation of our Company and was made to comply with the regulations issued by the Ministry ofFinance. The distribution of the Special Dividend was decided based on our commercial discretion.Neither the Special Distribution nor the Special Dividend was determined in accordance with ourdividend policy as described in the section headed ‘‘Financial Information — Dividend Policy’’.Purchasers of H Shares in the Global Offering will not be entitled to participate in the SpecialDistribution or the Special Dividend.

USE OF PROCEEDS

PN 18(4.3)We estimate that the net proceeds to us from the Global Offering, after deductingunderwriting commissions and our estimated offering expenses, will be approximatelyHK$13,260 million before any exercise of the Over-allotment Option, assuming an Offer Price ofHK$4.00 per H Share, being the mid-point of the price range set forth on the cover page of thisProspectus.

We intend to use such net proceeds for the following purposes:

( up to 53%, or approximately HK$7,028 million, for the purchase and upgrade ofequipment and vessels, comprising:

— up to 33%, or approximately HK$4,376 million, for our Dredging Business; and

— up to 20%, or approximately HK$2,652 million, for our Infrastructure ConstructionBusiness;

( up to 11%, or approximately HK$1,458 million, for investment in our BOT projectsincluding a BOT project relating to a section of Guangming Expressway in Guangdongprovince;

( up to 20%, or approximately HK$2,652 million, for the construction of production basesin Shanghai for our Port Machinery Manufacturing Business;

( up to 8%, or approximately HK$1,061 million, for repayment of short-term bank loansthat were used for working capital purposes with interest rates ranging from 5.02% to5.27% per annum; and

( up to 8%, or approximately HK$1,061 million, for additional working capital and othergeneral corporate purposes.

8


SUMMARY

The above allocations of the proceeds from the Global Offering will be adjusted on a pro ratabasis in the event that the Offer Price is fixed at the highest or at the lowest point of the indicativeOffer Price range. If the Over-allotment Option is exercised in full, we estimate that the additionalnet proceeds to the Company from the offering of these additional H Shares will beapproximately HK$2,026 million, after deducting the underwriting commissions and ourestimated offering expenses, assuming an Offer Price of HK$4.00 per H Share, being the mid-pointof the price range set forth on the cover page of this Prospectus. Any additional proceeds receivedfrom any exercise of the Over-allotment Option will also be allocated to the above uses on a prorata basis.

To the extent that the net proceeds are not immediately applied to the above purposes andto the extent permitted by PRC law and regulations, we intend to deposit the net proceeds intoshort-term demand deposits and/or money market instruments.

ONGOING DISCLOSURE OF INFORMATION ON ZPMC

In accordance with Rule 13.09(2) of the Hong Kong Listing Rules, we will simultaneouslyrelease in Hong Kong, among other things, the quarterly and interim reports of ZPMC, oursubsidiary listed on the Shanghai Stock Exchange, when ZPMC is required to publish these reportspursuant to the requirement of the Shanghai Stock Exchange.

RISK FACTORS

We face certain risks, many of which are beyond our control. These risks can be categorizedinto: (i) risks relating to our businesses and the industries in which we operate; (ii) risks relating toour group structure; (iii) risks relating to the PRC; and (iv) risks relating to the Global Offering.

Risks relating to our business and the industries in which we operate

( Our performance largely depends on public spending on transportation infrastructure.

( If we are unable to accurately estimate the overall risks, revenues or costs of ourcontracts, or if we fail to agree to the pricing of work done pursuant to change orders,we may incur lower than anticipated profits or incur losses on the contracts.

( We face risks associated with undertaking BT and BOT projects.

( Our backlog is subject to unexpected adjustments and cancellations and is, therefore, anuncertain indicator of our future earnings.

( Our operations may cause substantial harm to persons, property and the environment,which could hurt our reputation and, to the extent they are not covered contractually orby insurance, could cause us to incur substantial costs.

( We are subject to extensive environmental, safety and health regulations, the compliancewith which may be difficult or expensive.

( Our production process and future growth may be impaired by capacity constraints.

( We depend on sub-contractors to complete many of our contracts.

( Our customers pay us by way of progress payments and require retention money, anddelay in progress payments or release of retention money may affect our working capitaland cash flow.

( We require substantial capital and any failure to obtain the capital we need onacceptable terms, or at all, may adversely affect our expansion plans and growthprospects.

( Our borrowing levels and significant interest payment obligations could limit the fundswe have available for various business purposes.

( We have net current liabilities and need to roll over our short-term borrowings on aperiodic basis.

9


SUMMARY

( Our failure to meet schedule requirements of our contracts could require us to payliquidated damages.

( Our operations depend on the availability of an adequate supply of raw materials atacceptable prices and quality and in a timely manner.

( Our operations are sensitive to adverse weather conditions.

( We are subject to litigation risks.

( We face risks associated with contracting with public bodies.

( We face significant competition in certain markets in which we operate, which couldadversely affect our businesses.

( Our operations require permits or licenses and the loss of these permits or licenses couldsignificantly hinder our business and reduce our expected turnover and profits.

( We may encounter unexpected difficulties in expanding into new markets.

( We have international operations that are subject to foreign economic and politicaluncertainties.

( We are exposed to foreign currency fluctuations.

( We may not be able to adequately protect our intellectual property rights, which couldreduce our competitiveness.

( Our continued success requires us to hire and retain qualified personnel.

( We do not possess valid title to certain properties that we occupy.

( Any termination of, or change in, preferential tax treatment in the PRC may have anegative impact on our results of operations.

Risks relating to our group structure

( As a recently restructured company, we face challenges in integrating our operations andwe cannot assure you that our business integration plans will be successfullyimplemented.

( Any decline in the ability of our operating subsidiaries to pay dividends to us wouldadversely affect our cash flows.

( As we do not wholly own some of our subsidiaries, we may not have the ability to causethem to take actions that we believe would be most beneficial to us.

( Our Controlling Shareholder has the ability to exercise substantial control over us, whichallows it to influence our businesses in ways that may not be in the interests of othershareholders.

( Our historical results may not be indicative of our future results.

( Our Special Distribution and Special Dividend are not an indication of our future dividendpolicy.

Risks relating to the PRC

( The political and economic policies of the PRC government could affect our businessesand results of operations.

( PRC government control of foreign currency conversion may limit our foreign exchangetransactions.

( The PRC legal system is evolving and has inherent uncertainties that could limit the legalprotection available to you.

10


SUMMARY

( It may be difficult to effect service of process upon us or our Directors or executiveofficers that reside in the PRC, or to enforce against them or us in the PRC any judgmentsobtained from non-PRC courts.

( Holders of our H Shares may become subject to PRC taxation.

Risks relating to the Global Offering( There has been no prior public market for our H Shares.( Future sales or perceived sales of substantial amounts of our securities in the public

market, including any future PRC Public Offering, sale of our H Shares by NSSF or re-registration of Shares held on our domestic share register into H Shares, could have amaterial adverse effect on the prevailing market price of our H Shares and our ability toraise capital in the future, and may result in dilution of your shareholdings.

( The market price of our H Shares following this Global Offering may be volatile.( Because the initial Offer Price per H Share is higher than the net tangible book value per

H Share, purchasers of our H Shares in the Global Offering will experience immediatedilution.

( Forward-looking information in this Prospectus may prove inaccurate.( The industry statistics contained in this Prospectus are derived from various publicly

available official government publications and may not be reliable.

PROPOSED PRC PUBLIC OFFERING

We are in the process of preparing for a PRC Public Offering and intend to pursue suchoffering as soon as practicable after completion of the Global Offering. We expect that the PRCPublic Offering will initially comprise not more than 3,500,000,000 A Shares subject to an over-allotment option of up to 15% of the number of A Shares initially offered under the PRC PublicOffering, all of which will be newly issued shares. Assuming that we can complete our PRC PublicOffering by no later than February 7, 2008, no specific approval by holders of our H Shares will berequired. See ‘‘The PRC Public Offering’’.

11


DEFINITIONS

In this Prospectus, the following expressions have the following meaning unless thecontext otherwise requires. Certain technical terms are explained in the section headed‘‘Glossary of Technical Terms’’ in this Prospectus.

‘‘A Shares’’ the Domestic Shares that we currently intend to issue and offerin the PRC

‘‘Application Forms’’ white Application Form(s) and yellow Application Form(s) or,where the context so requires, either of them

‘‘Articles of Association’’ the articles of association of the Company, adopted onOctober 8, 2006 and will become effective on the Listing Date, asamended from time to time, a summary of which is contained inAppendix VIII to this Prospectus

‘‘associate’’ has the meaning ascribed thereto under the Hong Kong ListingRules

‘‘Board’’ the board of Directors

‘‘BOCI’’ BOCI Asia Limited

‘‘business day’’ any day (other than Saturday and Sunday) on which banks inHong Kong are generally open for normal banking business

‘‘Cargo Systems’’ one of the leading global monthly publications covering allaspects of port development and privatization, containertechnology and intermodalism

‘‘CCASS’’ the Central Clearing and Settlement System established andoperated by HKSCC

‘‘CCASS Broker Participant’’ a person admitted to participate in CCASS as a broker participant

‘‘CCASS CustodianParticipant’’

a person admitted to participate in CCASS as a custodianparticipant

‘‘CCASS Investor Participant’’ a person admitted to participate in CCASS as an investorparticipant who may be an individual or joint individuals or acorporation

‘‘CCASS Participant’’ a CCASS Broker Participant, a CCASS Custodian Participant, or aCCASS Investor Participant

‘‘CCCG’’ China Communications Construction Group (Limited), a whollystate-owned company incorporated on December 8, 2005 in thePRC which immediately prior to the Global Offering holds 100%interest in our Company

‘‘CHEC Group’’ the former China Harbour Engineering Company (Group) and,except when the context otherwise requires, its subsidiaries, oneof our predecessor companies

‘‘Chinese Dredging IndustryAssociation’’

a state-level non profit-making association for the PRC dredgingindustry, which is supervised by the Ministry of Communications

12


DEFINITIONS

and other government authorities of the PRC. It has representedthe dredging industry of the PRC in the World Organisation ofDredging Associations since August 2002

‘‘CRBC International’’ CRBC International Co., Ltd., a company incorporated onMarch 18, 1999 in the PRC and listed on the Shanghai StockExchange in which the Company owns a controlling equityinterest of approximately 64.07%

‘‘CRBC Group’’ the former China Road and Bridge Corporation and, exceptwhere the context otherwise requires, its subsidiaries, one of ourpredecessor companies

‘‘CSRC’’ China Securities Regulatory Commission( ), a regulatory body responsible for thesupervision and regulation of the PRC national securities markets

‘‘Company Law’’ or ‘‘PRCCompany Law’’

the Company Law of the PRC ( ), as enactedby the Standing Committee of the Eighth National People’sCongress on December 29, 1993, which came into effect onJuly 1, 1994, as amended, supplemented or otherwise modifiedfrom time to time

R 8.16‘‘Computershare Hong Kong’’ Computershare Hong Kong Investor Services Limited

‘‘Controlling Shareholder’’ has the meaning ascribed thereto under the Hong Kong ListingRules and unless the context requires otherwise, refers to CCCG

‘‘Domestic Shares’’ ordinary shares in the share capital of the Company, with anominal value of RMB1.00 each, which are subscribed for andpaid up in Renminbi

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

‘‘Eleventh Five-Year Plan’’ the Eleventh Five-Year Plan for National Economic and SocialDevelopment (2006-2010) promulgated by the State Council onthe Tenth National People’s Congress in 2006

‘‘eIPO Service Provider’’ HSBC Broking Securities (Asia) Limited

‘‘GDP’’ gross domestic product

‘‘Global Offering’’ the Hong Kong Public Offering and the International Offering

‘‘Group’’ the Company and its subsidiaries

‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

‘‘HKSCC Nominees’’ HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC

‘‘H Share Registrar’’ Computershare Hong Kong Investor Services Limited

‘‘H Shares’’ overseas listed foreign invested ordinary shares in the ordinaryshare capital of the Company, with a nominal value of RMB1.00each, which are to be subscribed and traded in Hong Kongdollars and for which an application has been made for the

13


DEFINITIONS

granting of listing, and permission to deal, on the Hong KongStock Exchange

‘‘Hong Kong’’ or ‘‘HK’’ the Hong Kong Special Administrative Region of the PRC

‘‘Hong Kong CompaniesOrdinance’’

the Companies Ordinance (Chapter 32 of the Laws of HongKong)

‘‘Hong Kong dollars’’ or‘‘H.K. dollars’’ or ‘‘HK$’’and ‘‘cents’’

Hong Kong dollars and cents respectively, the lawful currency ofHong Kong

‘‘Hong Kong Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange(as amended from time to time)

‘‘Hong Kong Offer Shares’’ the H Shares offered for subscription in the Hong Kong PublicOffering

‘‘Hong Kong Stock Exchange’’or ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘Hong Kong Public Offering’’ the offer by our Company of initially 175,000,000 H Shares forsubscription by the public in Hong Kong (subject to adjustmentas described in ‘‘Structure of the Global Offering’’) for cash atthe Offer Price (plus brokerage fee of 1%, Hong Kong StockExchange trading fee of 0.005% and SFC transaction levy of0.004%) on the terms and subject to the conditions described inthis Prospectus and the Application Forms, as further describedin the section headed ‘‘Structure of the Global Offering — TheHong Kong Public Offering’’ in this Prospectus

‘‘Hong Kong Underwriters’’ the underwriters listed in the section headed ‘‘Underwriting —Hong Kong Underwriters’’ being the underwriters of the HongKong Public Offering

‘‘Hong Kong UnderwritingAgreement’’

the underwriting agreement dated November 30, 2006 relatingto the Hong Kong Public Offering and entered into by, amongothers, the Joint Global Coordinators, the Hong KongUnderwriters and us, as further described in the section headed‘‘Underwriting — Underwriting Arrangements and Expenses —Hong Kong Public Offering — Hong Kong UnderwritingAgreement’’ in this Prospectus

‘‘IFRS’’ International Financial Reporting Standards promulgated by theInternational Accounting Standard Board (‘‘IASB’’). IFRS includesInternational Accounting Standards (‘‘IAS’’) and interpretations

‘‘International Offering’’ the offering of initially an aggregate of 3,325,000,000 H Sharesby us to professional and institutional investors and otherinvestors as further described in the section headed ‘‘ Structureof the Global Offering’’, subject to the Over-allotment Option

‘‘International OfferingShares’’

the H Shares offered pursuant to the International Offering

14


DEFINITIONS

‘‘International Underwriters’’ the underwriters listed in the section headed ‘‘Underwriting —International Underwriters’’, being the group of underwritersexpected to enter into the International UnderwritingAgreement to underwrite the International Offering

‘‘International UnderwritingAgreement’’

the international purchase agreement relating to theInternational Offering and to be entered into by the Company,the Joint Global Coordinators and the InternationalUnderwriters on or about December 9, 2006, as further describedin the section headed ‘‘Underwriting — UnderwritingArrangements and Expenses — International Offering —International Underwriting Agreement’’ in this Prospectus

‘‘ISO’’ International Organization for Standardization

‘‘Joint Global Coordinators’’and ‘‘Joint Sponsors’’

BOCI, Merrill Lynch and UBS

‘‘Latest Practicable Date’’ November 24, 2006, being the latest practicable date for thepurposes of ascertaining certain information contained in thisProspectus

‘‘Listing Committee’’ the Listing Committee of the Hong Kong Stock Exchange

‘‘Listing Date’’ the date, expected to be on or about December 15, 2006, onwhich our Offer Shares are listed and from which dealingstherein are permitted to take place on the Hong Kong StockExchange

‘‘Macau’’ the Macau Special Administrative Region of the PRC

‘‘Mandatory Provisions’’ the Mandatory Provisions for Articles of Association ofCompanies to be Listed Overseas ( )(as amended from time to time), for inclusion in the articles ofassociation of companies incorporated in China to be listedoverseas, which were promulgated by the former SecuritiesCommission of the State Council of China and the former StateCommission for Restructuring the Economic Systems of China onAugust 27, 1994

‘‘Merrill Lynch’’ Merrill Lynch Far East Limited

‘‘the Merger’’ the merger of CHEC Group and CRBC Group in December 2005,pursuant to which CCCG was formed

‘‘Ministry of Land andResources’’

The Ministry of Land and Resources of the PRC( )

‘‘Ministry of Commerce’’ the Ministry of Commerce of the PRC ( )

‘‘Ministry ofCommunications’’

the Ministry of Communications of the PRC( )

‘‘Ministry of Construction’’ the Ministry of Construction of the PRC ( )

‘‘Ministry of Finance’’ the Ministry of Finance of the PRC ( )

15


DEFINITIONS

‘‘Ministry of Railways’’ the Ministry of Railways of the PRC ( )

‘‘National Bureau ofStatistics’’

National Bureau of Statistics of the PRC( )

‘‘NDRC’’ the National Development and Reform Commission of the PRC( )

‘‘NSSF’’ National Council for Social Security Fund of the PRC( )

‘‘Offer Price’’ the final Hong Kong dollar price per Offer Share (exclusive ofbrokerage fee, Stock Exchange trading fee and SFC transactionlevy) at which Hong Kong Offer Shares are to be subscribedpursuant to the Hong Kong Public Offering and InternationalOffering Shares are to be offered pursuant to the InternationalOffering, to be determined as described in the section headed‘‘Structure of the Global Offering — Determining the OfferPrice’’ in this Prospectus

‘‘Offer Share(s)’’ the H Shares offered in the Global Offering, where relevant,including any additional H Shares issued pursuant to the exerciseof the Over-allotment Option

R8.02‘‘our Company’’, ‘‘theCompany’’, ‘‘we’’ and ‘‘us’’

China Communications Construction Company Limited (), a joint stock limited company with

limited liability incorporated under the laws of the PRC onOctober 8, 2006 and, except where the content otherwiserequires, all of its subsidiaries or where the context refers to anytime prior to its incorporation, the businesses which itspredecessors or the predecessors of its present subsidiaries wereengaged in and which were subsequently assumed by it pursuantto the Reorganization

PN18(4.3)‘‘Over-allotment Option’’ the option granted by us to the International Underwriters,exercisable by the Joint Global Coordinators on behalf of theInternational Underwriters at any time from the date of theInternational Purchase Agreement until 30 days from the lastday for lodging applications under the Hong Kong PublicOffering, to require us to allot and issue up to an aggregate of525,000,000 additional H Shares at the Offer Price to cover,among other things, over-allocations in the InternationalOffering, if any, details of which are described in the sectionheaded ‘‘Structure of the Global Offering — The GlobalOffering’’ in this Prospectus

‘‘PBOC’’ People’s Bank of China ( )

‘‘PBOC Rate’’ the exchange rate for foreign exchange transactions set daily bythe People’s Bank of China based on the China inter-bankforeign exchange market rate of the previous day and withreference to current exchange rates on the world financialmarkets

‘‘PRC GAAP’’ the accounting rules and regulations in the PRC

16


DEFINITIONS

‘‘PRC’’ or ‘‘China’’ or‘‘Chinese’’

the People’s Republic of China excluding, for the purpose of thisProspectus only, Hong Kong, Macau and Taiwan

‘‘PRC Public Offering’’ the proposed offering of initially not more than 3,500,000,000A Shares subject to an over-allotment option of up to 15% of thenumber of A Shares initially offered by the Company to thepublic in the PRC

‘‘Predecessor Operations’’ the operations of construction, design and survey, dredging andreclamation, port machinery manufacturing and otherbusinesses carried out by various companies owned or controlledby the CHEC Group and CRBC Group prior to the establishmentof CCCG and the Company

‘‘Price DeterminationAgreement’’

the agreement to be entered into among the Company, and theJoint Global Coordinators on behalf of the Underwriters on thePrice Determination Date to record and fix the Offer Price

‘‘Price Determination Date’’ the date, expected to be on or about December 9, 2006, onwhich the Offer Price is fixed for the purposes of the GlobalOffering, and in any event no later than December 13, 2006

‘‘Promoter’’ CCCG

‘‘Prospectus’’ this prospectus in connection with the Hong Kong PublicOffering

‘‘QIBs’’ qualified institutional buyers, as defined in Rule 144A under theU.S. Securities Act

‘‘Regulation S’’ Regulation S under the U.S. Securities Act, as amended from timeto time

‘‘Reorganization Agreement’’ the reorganization agreement, as described in the sectionheaded ‘‘The Reorganization’’ and in ‘‘Appendix IX Statutoryand General Information’’ to this Prospectus

‘‘Reorganization’’ the reorganization of the group of companies now comprisingour Company as described in the section headed ‘‘TheReorganization and Corporate Structure’’.

‘‘Retained Operations’’ the following assets and liabilities that were not transferred tothe Company and were retained by CCCG in connection with theReorganization:) certain operating assets and liabilities historically associated

with the Predecessor Operations;) equity interests of certain companies not strategically

complementary to the Company’s business; and) auxiliary facilities such as schools, hospitals and printing

businesses

‘‘RMB’’ or ‘‘Renminbi’’ the lawful currency of the PRC

‘‘Rule 144A’’ Rule 144A under the U.S. Securities Act

17


DEFINITIONS

‘‘SAFE’’ or ‘‘StateAdministration of ForeignExchange’’

the State Administration of Foreign Exchange of the PRC( )

‘‘SAIC’’ or ‘‘StateAdministration for Industryand Commerce’’

the State Administration for Industry and Commerce of the PRC( )

‘‘SASAC’’ or ‘‘State-OwnedAssets Supervision andAdministrationCommission’’

the State-Owned Assets Supervision and AdministrationCommission of the State Council of the PRC( )

‘‘SETC’’ or ‘‘State Economicand Trade Commission’’

the former State Economic and Trade Commission of the PRC( )

‘‘SFC’’ the Securities and Futures Commission of Hong Kong

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws ofHong Kong), as amended

‘‘Shares’’ the ordinary shares in the share capital of the Company with anominal value of RMB1.00 each, comprising Domestic Shares andH Shares

‘‘Special Distribution’’ the distribution we are required to make to CCCG pursuant torelevant rules and regulations. See ‘‘Financial Information —Special Distribution and Special Dividend’’

‘‘Special Dividend’’ the dividend we resolved that CCCG shall be entitled to at ageneral meeting held on November 25, 2006. See ‘‘FinancialInformation — Special Distribution and Special Dividend’’

‘‘Special Regulations’’ the Special Regulations of the State Council on the OverseasOffering and Listing of Shares by Joint Stock Limited Companies( ),promulgated by the State Council on August 4, 1994, asamended, supplemented or otherwise modified from time totime

‘‘SPMP’’ Shanghai Port Machinery Plant Co. Limited, a companyincorporated on July 7, 1988 in the PRC and wholly-owned by theCompany

‘‘State Council’’ the State Council of the PRC ( )

‘‘subsidiary’’ has the meaning ascribed thereto in the Hong Kong Listing Rules

‘‘Supervisor(s)’’ the member(s) of the Supervisory Committee

‘‘Supervisory Committee’’ our supervisory committee established pursuant to thePRC Company Law, as described in the Section headed‘‘Directors and Supervisors’’

‘‘Tenth Five-Year Plan’’ the Tenth Five-Year Plan for National Economic and SocialDevelopment (2001-2005) promulgated by the State Council onthe Ninth National People’s Congress in 2001

18


DEFINITIONS

‘‘UBS’’ UBS AG acting through its business group, UBS Investment Bank

‘‘U.S. dollars’’ or ‘‘US$’’ United States dollars, the lawful currency of the United States

‘‘U.S. Securities Act’’ the United States Securities Act of 1933, as amended from timeto time

‘‘Underwriters’’ the Hong Kong Underwriters and the International Underwriters

‘‘Underwriting Agreements’’ the Hong Kong Underwriting Agreement and the InternationalUnderwriting Agreement

‘‘United States’’ or ‘‘U.S.’’ the United States of America, its territories, its possessions andall areas subject to its jurisdiction

‘‘White Form eIPO’’ applying for Hong Kong Offer Shares to be issued in your ownname by submitting applications online through the designatedwebsite of the eIPO Service Provider, www.eipo.com.hk

‘‘WTO’’ World Trade Organization

‘‘World Cargo News’’ a publisher of cargo handling news and features and one of theworld’s leading resources for international cargo professionals

‘‘ZPMC’’ Shanghai Zhenhua Port Machinery Company Limited, a companyincorporated on February 14, 1992 in the PRC and listed on theShanghai Stock Exchange in which the Company owns acontrolling equity interest of approximately 43.3%

19


GLOSSARY OF TECHNICAL TERMS

This glossary contains certain definitions of technical terms used in this Prospectus asthey relate to us. Some of these definitions may not correspond to standard industrydefinitions.

‘‘berth’’ a place in which a vessel is moored or secured; place alongside aquay where a ship loads or discharges cargo

‘‘BT’’ build and transfer

‘‘BOT’’ build, operate and transfer

‘‘cable stayed bridge’’ a type of bridge. A typical cable stayed bridge is a continuousgirder with one or more towers erected above piers in themiddle of the span. From these towers, cables stretch downdiagonally (usually to both sides) and support the girder

‘‘container’’ a cargo transportation storage unit designed for ease ofmechanical handling and recurrent use over a long period or alarge sized receptacle with considerable strength and rigidityand designated specification for recurrent cargo shipments, asapplicable

‘‘deadweight ton’’ or ‘‘DWT’’ a unit of a vessel’s capacity for cargo, fuel oil, stores and crew,measured in tons. A vessel’s DWT or total deadweight is the totalweight the vessel can carry when loaded to a particular load line

‘‘dock’’ for ships, a cargo handling area parallel to the shoreline

‘‘DB’’ design and build

‘‘GB’’ or ‘‘Guo Biao’’ ( ) national standards of the PRC

‘‘EPC’’ engineer, procure and construct

‘‘kw’’ kilowatt. One thousand watts

‘‘LPG’’ liquefied petroleum gas

‘‘LNG’’ liquefied natural gas

‘‘PHC Pipe Pile’’ Prestressed high-strength concrete pipe pile

‘‘PMC’’ procure, manage and construct

‘‘PPP’’ public-private partnership

‘‘RTG’’ rubber-tyred gantry

‘‘RMG’’ rail-mounted gantry

‘‘suspension bridge’’ a type of bridge. A typical suspension bridge is a continuousgirder with one or more towers erected above piers in themiddle of the span. The girder itself is usually a truss or boxgirder though in shorter spans, plate girders are not uncommon.At both ends of the bridge large anchors or counter weights areplaced to hold the ends of the cables

20


GLOSSARY OF TECHNICAL TERMS

‘‘terminal’’ an assigned area in which containers and cargo are prepared forloading onto a vessel, train, truck or plane or are stackedimmediately after discharge from the vessel, train, truck or plane

‘‘TEU’’ twenty-foot equivalent unit, a standard unit of measurement ofthe volume of a container with a length of 20 feet, height of8 feet and 6 inches and width of 8 feet

21


RISK FACTORS

You should carefully consider all of the information in this Prospectus including the risksand uncertainties described below before making an investment in our H Shares. You shouldpay particular attention to the fact that our Company is a PRC company and is governed by

A1A.34(1)(b)a legal and regulatory environment, which in some respects may differ from what prevailsRule 11.07in other countries. Our business, financial condition or results of operations could be

materially adversely affected by any of these risks. The trading price of our H Shares coulddecline due to any of these risks, and you may lose all or part of your investment. For moreinformation concerning the PRC and certain related matters discussed below, see thesections headed ‘‘Regulatory Overview’’ and ‘‘Appendix VII — Summary of Principal Legaland Regulatory Provisions’’.

RISKS RELATING TO OUR BUSINESS AND THE INDUSTRIES IN WHICH WE OPERATE

A1A.64(e)Our performance largely depends on public spending on transportation infrastructure.

Our business largely depends on the PRC government’s public spending to build ports, roads,bridges, tunnels and other transportation infrastructure. Our major customers include PRCgovernment agencies at the national, provincial and local levels, and state owned enterprises. Weare therefore exposed to changes in public works budgets. The future growth of thetransportation infrastructure industry in China depends primarily upon the continued availabilityof major transportation infrastructure projects. The nature, extent and timing of these projectswill, however, be determined by the interplay of a variety of factors, including the PRCgovernment’s spending in the transportation infrastructure industry in China and the generalconditions and prospects of China’s economy. The PRC government’s spending in thetransportation infrastructure industry has historically been, and will continue to be, vulnerable toChina’s economy and is cyclical in nature. In addition, since late 2003, the PRC government hasimplemented certain measures to prevent the economy from overheating, which has had animpact on public spending on transportation infrastructure projects. Should there be a significantreduction in public spending on transportation infrastructure projects in China and we fail toopen up new markets in or outside China, our operations and profits could be adversely affected.

If we are unable to accurately estimate the overall risks, revenues or costs of our contracts, orif we fail to agree to the pricing of work done pursuant to change orders, we may incur lowerthan anticipated profits or incur losses on the contracts.

Substantially all of our contracts are either fixed-price or fixed unit price in nature. Terms ofthese contracts require us to complete a project for a fixed-price or a fixed unit price andtherefore expose us to cost overruns. Cost overruns, whether due to inefficiency, inaccurateestimates or other factors, result in a lower profit or a loss on a project. As a result, we will onlyrealize profits on these contracts if we successfully estimate our project costs and avoid costoverruns. Unforeseen factors, such as changes in job conditions, variations in labor and equipmentproductivity over the term of a contract and unexpected increases in costs of materials may causethe revenue, cost and gross profit realized from a fixed-price or fixed unit price contract to belower than our originally estimated amounts, despite any buffer we may have built into our bidsfor increases in labor and materials costs.

Some of our contracts contain an escalation formula to accommodate unexpected increases inraw materials costs. We typically are required to bear some portion of the increase, however,before we can make a claim under the escalation formula. In any event, the escalation formulamay not cover the full increase in cost for our materials. If our estimates of the overall risks,revenues or costs prove inaccurate, or circumstances change, or if the escalation formula in ourcontracts does not cover increase in costs in full, we may experience lower profits or even losses onour contracts, which could materially and adversely affect our business, financial condition, resultsof operations and prospects.

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From time to time, we are required to perform extra or ‘‘change order’’ work as directed by acustomer even if the customer has not agreed in advance on the scope or price of the work to beperformed. This process may result in disputes over whether the work performed is beyond thescope of the work included in the original project and specifications or, over the price thecustomer is willing to pay for the extra work. Even when the customer agrees to pay for the extrawork, we may be required to fund the cost of such work for a lengthy period of time until thechange order is approved and funded by the customer. In addition, any delay caused by the extrawork may adversely impact the timely scheduling of other project work and our ability to meetspecified contract milestone dates. We cannot assure you that we will be able to invoice or recoverthe cost for the extra or change order work in full or at all, which may lead to business disputes ormay otherwise adversely affect our business, financial condition, results of operations andprospects.

We face risks associated with undertaking BT and BOT projects.

We believe that an increasing number of transportation infrastructure projects will becompleted on a BT or BOT basis in the coming years. One of our strategies is to capture growingopportunities for profitable transportation infrastructure BT and BOT projects. The risks associateswith BT projects can be substantial, including the risk that the customer may delay, or even beunable to make, payment upon completion of the project. The risks associated with undertakingBOT projects also can be substantial, including the risk of an incorrect forecast concerningturnover to be derived from the use of the constructed facility at the bidding stage and the risk ofextended exposure to fluctuating economic conditions. Reduced profitability or losses from BOTprojects that do not perform as forecast could have a material adverse effect on our results ofoperations. In addition, growth in BOT infrastructure projects may require increased private sectorparticipation. Investment by the private sector in these projects depends on the potential returnsfrom these projects and is therefore linked to government policies relating to public-privateparticipation and the sharing of risks and returns from these projects. Any changes in governmentpolicies that may lead to a reduction in capital investment in the infrastructure sector by theprivate sector could have a material adverse impact on our business and our results of operations.Undertaking BT and BOT projects also requires significant outlay of our working capital overextended periods. Moreover, the occurrence of BT and BOT projects in China’s infrastructureindustry is relatively recent, and we have limited experience in dealing with risks particular to BTand BOT projects. Any inability to execute or handle BT and BOT projects may adversely affect ourbusiness.

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, anuncertain indicator of our future earnings.

Backlog represents our estimate of the contract value of work that remains to be completedas at a certain date. The contract value of a project represents the amount that we expect toreceive under the terms of the contract if the contract is performed in accordance with its terms.As at June 30, 2006, our backlog was approximately RMB140.7 billion. We cannot guarantee thatthe turnover projected in our backlog will be realized or, if realized, will result in profits. Projectsmay remain in our backlog for an extended period of time. In addition, project cancellations orscope adjustments may occur from time to time, which could reduce the dollar amount of ourbacklog and the turnover and profits that we ultimately earn from the contracts. As a result, youare warned against unduly relying on our backlog information presented in this Prospectus as anindicator of our future earnings.

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Our operations may cause substantial harm to persons, property and the environment, whichcould hurt our reputation and, to the extent they are not covered contractually or byinsurance, could cause us to incur substantial costs.

Our operations are subject to hazards inherent in providing dredging, construction and heavymachinery manufacturing services, such as the risk of equipment failure, vessel collision, industrialaccidents, fire and explosion. These hazards can cause personal injuries and losses of lives, businessinterruptions, property and equipment damage, pollution and environmental damage. We maybe subject to claims as a result of incidents relating to these and other hazards. We may also besubject to claims resulting from the subsequent use of facilities and products we have constructedby our customers or other third parties.

We normally seek to limit our exposure to these claims and liabilities through contractuallimitations of liability, indemnities from clients and sub-contractors, and insurance. Thesemeasures, however, may not always be effective because of various reasons outside of our control,including, among other things:

( in some of the jurisdictions in which we operate, including China, environmental andworkers’ compensation liabilities may be assigned to us as a matter of law and may notbe limited through contracts;

( clients and sub-contractors may not have adequate financial resources to meet theirindemnity obligations to us;

( losses may derive from risks not addressed in our indemnity agreements; and

( our insurance coverage may not be sufficient because it may not be possible to obtainadequate insurance against some risks on commercially reasonable terms, or at all.

Insurance products, in particular, have become increasingly expensive and sometimes verydifficult to obtain. In this regard, consistent with what we believe to be the customary practice inChina, we do not carry any business interruption or environmental liability insurance. There maybe circumstances in which we would not be fully covered or compensated for losses and liabilitiesarising from interruptions to our operations, industrial accidents, defects in our products or othermanufacturing risks by insurance that we have maintained.

Failure to effectively cover ourselves against these risks for any of the above reasons couldexpose us to substantial costs and potentially lead to material losses. Additionally, the occurrenceof any of these risks may harm our reputation, which may materially inhibit our ability to winmore projects.

We are subject to extensive environmental, safety and health regulations, the compliance withwhich may be difficult or expensive.

The PRC government and the governments of other jurisdictions where we operate havepublished extensive environmental, safety and health regulations with which we need to comply.Failure to comply with these regulations may result in penalties, fines, suspension or revocation ofour licenses or permits to conduct business, and litigation. Given the magnitude and complexity ofthese regulations, compliance with them may be difficult or involves significant financial andother resources to establish efficient compliance and monitoring systems. In addition, theseregulations are constantly evolving. There can be no assurance that the PRC government or thegovernments of other jurisdictions where we operate will not impose additional or stricter laws orregulations, compliance with which may cause us to incur significant costs, which we may beunable to pass on to our customers. Furthermore, some of the new overseas markets that we areseeking to enter may have more onerous environmental, safety and health regulations thanChina, compliance with which may be very costly and could hinder our endeavors to enter thesenew overseas markets.

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Our production process and future growth may be impaired by capacity constraints.

Our ability to undertake projects and manufacture products is limited by the capacity of ourconstruction and production facilities and workforce, in particular in our Dredging Business andPort Machinery Manufacturing Business.

As a measure to manage capacity efficiently, we sometimes outsource part of the workprocess to third parties. Outsourcing, however, may not always be sufficient to relieve our capacityconstraints. To expand our capacity we must either upgrade our existing production facilities andequipment or acquire new equipment and hire additional skilled workers. The industries that weoperate in are highly specialized and capital intensive, requiring expensi

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