CHINA ENERGY ENGINEERING CORPORATION LIMITED

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1 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. CHINA ENERGY ENGINEERING CORPORATION LIMITED * (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 3996) ANNOUNCEMENT ADJUSTMENT TO THE CATEGORIES OF THE USE OF PROCEEDS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADJUSTMENT AND REORGANIZATION OF CORPORATE STRUCTURE The board of directors (the Board ) of China Energy Engineering Corporation Limited (the Company ) is pleased to announce that the board meeting as held on 8 November 2017 passed the resolutions, among others, on the adjustment to the use of proceeds, the amendments to the Articles of Association of China Energy Engineering Corporation Limited (the Articles of Association ) and adjustment and reorganization of corporate structure. The details of the above resolutions are as follows: ADJUSTMENT TO THE CATEGORIES OF THE USE OF PROCEEDS Reference is made to the Prospectus (the Prospectus ) of the Company dated 27 November 2015 in relation to the listing of the Shares of the Company on the Stock Exchange of Hong Kong Limited and the use of proceeds. Unless the context otherwise requires, capitalized terms defined in this announcement shall have the same meanings as those in the Prospectus. Adjustment to the Categories of the Use of Proceeds The Company issued a total of billion H Share from initial offering and by excising overallotment option, raising a total proceeds of HK$ billion, after deducting issuing fees including handling fees relating to global offering, underwriting fees and the income from the reduction of shares required to be appropriated to national security fund, the actual proceeds raised by the Company was HK$ billion, equivalent to RMB billion(calculated according to the then exchange rate at the date of initial offering and excising over-allotment option respectively) As disclosed in the Prospectus, the Company originally proposed to use the net proceeds from global offering for six categories including power and infrastructure construction and contracting projects in China and abroad, and purchase of core business equipment

2 Of which, the category of the power and infrastructure construction and contracting projects in China and abroad will be further broken down into projects in China and projects abroad. As disclosed in the Prospectus, the Company originally proposed to use the proceeds of approximately RMB 4.9 billion for power and infrastructure construction and contracting projects in China and abroad, of which approximately RMB 2.45 billion for projects in China and approximately RMB 2.45 billion for projects abroad. Based on the reasons mentioned in the section headed Reasons and Benefits for the Adjustment to the Categories of the Use of Proceeds, the Board proposed to change the use of the remaining proceeds and interest originally for power and infrastructure construction and contracting projects abroad into for power and infrastructure construction and contracting projects in China. The adjustment amounts include US$ 298 million and HK$ 298 million (considering the reasons of future interest settlement, the actual adjustment amount may have a difference), equivalent to RMB 2,233 million (including interest and foreign exchange gain), calculated by the exchange rate on 31 October The details of adjustment to the categories of the use of proceeds are as follows Unit: RMB 1 billion The existing allocated net proceeds The used proceeds as at the date of the announcement The balance of the net proceeds as at the date of the announcement The allocated net proceeds after adjustment Power and infrastructure construction and contracting projects in China Power and infrastructure construction and contracting projects abroad Total Reasons and Benefits for the Adjustment to the Categories of the Use of Proceeds In recent years, the Company has orderly implemented its construction projects abroad, with a better than expected contract advance payment and construction settlement overall. With the deepening of the implementation of national strategies including coordinated development of Beijing, Tianjin and Hebei Province and Yangtze River Economic Zone, the acceleration of new urbanization, and upgrade of the regional economy integration, there is a huge potential for non-power construction market for railway, highway and urban infrastructure, urban comprehensive tube corridor, smart city, sponge city, subway and city rail, environmental facilities, and security housing. As state-owned construction enterprise, facing with the significant market opportunities for transformation and development, the Company is gradually establishing the big building strategic thinking. While - 2 -

3 strengthening the traditional power market, the Company is seizing the power upgrade and all kinds of new incremental market and new business models in the non-power construction market, for example the businesses adopted in a new business model including PPP. To better seize the competition opportunities in the domestic market, and support the business transformation development of the Company, optimize fund raising efficiency, safeguard the interests of the Company and investors, the Company proposed to adjust original categories of the use of proceeds. The Board considered that although the categories of the use of proceeds has been changed as above, the Company s development direction is still consistent with that as disclosed in the Prospectus. The change of the use of net proceeds above from the global offering is better beneficial to the interest of the Company and shareholders as a whole. AMENDMENTS TO THE ARTICLES OF ASSOCIATION The Board proposed to make supplementary amendments to the Articles of Association considered and approved at the Board Meeting held on 30 August 2017, the proposed amendments are as follows: Article No. Original Text Amended Text Chapter 10/Section 1/Article 115 The Company shall have a board of directors which shall be accountable to the general meeting. The board of directors consists of 7 to 9 directors, including one chairman and one vice chairman, and the number of independent non-executive directors shall not be less than one-third of the actual number of the board of directors. The Company shall have a board of directors which shall be accountable to the general meeting. The board of directors consists of 5 to 13 directors, including one chairman and one vice chairman, and the number of independent nonexecutive directors shall not be less than one-third of the actual number of the board of directors. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders at the general meeting of the Company. Prior to the consideration and approval by Shareholders, the existing Articles of Association remains effective. A circular containing, among other things, the details of the proposed amendments to the Articles of Association, together with the notice of the Shareholders general meeting, will be dispatched to the Shareholders in due course

4 Adjustment and Reorganization of Corporate Structure In order to better adapt to the strategic development of the Company and further seize the market development opportunities, the Board decided to adjust and reorganize the Company s existing organization structure, reviewed and adopted the China Energy Corporate Structure Adjustment and Reorganization Overall Plan, the main contents of which are as follows: It will set up a planning and design company, which will merge 20 survey and design business enterprises under the Company. It will establish four regional construction investment companies in the north, south, east China and the northwest, which will merge the power construction business in each region respectively. It will merge the investment company of China Power Engineering Consulting Group Co., Ltd. (CPECC) into the investment company of the Company; reorganize the international company of CPECC and the subsidiary of the international company of the Company, and establish the international company of the Company (subsidiary), and merge New Energy of China Power into China Power Construction Engineering Consulting Corporation. The above reorganization and merges are expected to be completed in DEFINITIONS In this announcement, unless the context requires otherwise, the following terms shall have the following meanings: Articles of Association Board the articles of association of the Company the board of directors of the Company Board Meeting the meeting of the Board held on 8 November 2017 Company Director(s) Hong Kong Listing Rules PRC China Energy Engineering Corporation Limited* ( 中國能源建設股份有限公司 ), a joint stock limited company established in the PRC, whose H shares are listed on the Stock Exchange (Stock Code: 3996) the director(s) of the Company the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the People s Republic of China but excluding, for the purpose of this announcement only, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan - 4 -

5 Shareholder(s) Stock Exchange registered holder(s) of the share(s) of the Company The Stock Exchange of Hong Kong Limited By Order of the Board CHINA ENERGY ENGINEERING CORPORATION LIMITED* Wang Jianping Chairman Beijing, the PRC 8 November 2017 As at the date of this announcement, the executive directors of the Company are Mr. Wang Jianping, Mr. Ding Yanzhang and Mr. Zhang Xianchong; the non-executive director is Mr. Ma Chuanjing; and the independent non-executive directors are Mr. Ding Yuanchen, Mr. Wang Bin, Mr. Zheng Qiyu and Mr. Cheung Yuk Ming. * For identification purpose only - 5 -