CNQC International : (1) DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE FORMATION OF INVESTMENT FUND AND (2) NOTICE OF EGM

If you are in any doubt about this circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in CNQC International Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

CNQC INTERNATIONAL HOLDINGS LIMITED

青 建 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1240)

1. DISCLOSABLE AND CONNECTED TRANSACTION IN RELATION TO THE FORMATION OF INVESTMENT FUND AND
2. NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

ALTUS CAPITAL LIMITED

A letter from the Board is set out on pages 5 to 18 of this circular. A letter from the Independent Board Committee containing its recommendation to the Shareholders is set out on pages 19 to 20 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the independent Shareholders is set out on pages 21 to 44 of this circular.

A notice convening an extraordinary general meeting of the Company to be held on 17 August 2017 (Thursday) at 11:30

a.m. at Room 601, 6/F, Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong is set out on pages EGM- 1 to EGM-2 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should you so desire.

31 July 2017

Page

CONTENTS .......................................................................................................................... i

DEFINITIONS ..................................................................................................................... 1

LETTER FROM THE BOARD .......................................................................................... 5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................................. 19

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ................................ 21

APPENDIX - GENERAL INFORMATION ............................................................. App-1

NOTICE OF EGM ............................................................................................................... EGM-1

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Board" the board of Directors

"Business Day" any day except a Saturday, Sunday or other day on which commercial banks in the PRC, Hong Kong or Cayman Islands are required or authorized by law to close

"BVI" the British Virgin Islands

"Capital Contribution" the amount of money in US$ contributed to the Fund by such

Partner, with respect to the interest held by such Partner

"CNQC Asset Management" CNQC International Asset Management Limited, a company

incorporated under the laws of the Cayman Islands with limited liability and is a direct wholly-owned subsidiary of the Company

"Committed Fund Size" US$280 million (equivalent to approximately HK$2,180.4

million), the aggregate amount of capital agreed to be contributed to the Fund by each of the Limited Partners

"Company" CNQC International Holdings Limited(青建國際控股有限公 司), a company incorporated under the laws of Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

"CPS" the non-redeemable convertible preference share(s) of HK$0.01 each the share capital of the Company

"Director(s)" director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be held at Room 601, 6/F, Exchange Tower, 33 Wang Chiu Road, Kowloon Bay, Hong Kong on 17 August 2017 (Thursday) at 11:30 a.m. for the Shareholders to consider, and if thought fit, approve, among other things, the Transaction

"Fund" the Great Wall and CNQC B&R Industrial Development Fund L.P., an exempted limited partnership established in the Cayman Islands

"General Partner" the Great Wall and CNQC B&R Industrial Development

Fund Management Limited, an exempted limited partnership established in Cayman Islands, the sole general partner of the Fund

"Great Wall" China Great Wall AMC (International) Holdings Company Limited (中國長城資產 (國際 )控股有限公司 )(formerly known as Great Wall Pan Asia International Investment Co., Limited (長城環亞國際投資有限公司)), a company incorporated in Hong Kong with limited liability

"Great Wall International Great Wall International Investment I Limited, a company Investment" incorporated under the laws of the BVI with limited liability

and is a direct wholly-owned subsidiary of Great Wall

"Group" the Company and its subsidiaries

"Guotsing Asset Management" Guotsing Asset Management Limited, a company incorporated

under the laws of the Cayman Islands with limited liability and is an indirect wholly-owned subsidiary of the Guotsing Holding

"Guotsing Holding" Guotsing Holding Company Limited, a company incorporated

in the BVI with limited liability

"Guotsing PRC" 國清控股集團有限公司 (Guotsing Holding Group Co Ltd.*), a company incorporated in the PRC with limited liability

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC "Independent Board Committee" an independent committee of the Board, comprising all the

independent non-executive Directors, formed for the purpose of advising the independent Shareholders in respect of the Transaction

"Independent Financial Altus Capital Limited, a corporation licensed to conduct type 4 Adviser" (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined

under the SFO, being the independent financial adviser to the Independent Board Committee and the independent Shareholders in respect of the Transaction

"Initial LP" Mr. Li Jun