中國中車股份有限公司 CRRC CORPORATION LIMITED (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 1766)

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中國中車股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1766)

ANNOUNCEMENT ON CONNECTED TRANSACTION PARTICIPATION IN CAPITAL INCREASE OF TIMES ELECTRIC VEHICLE

The Board announces that on 11 May 2018, ZELRI, a wholly-owned subsidiary of the Company, and CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu entered into the Agreement, pursuant to which ZELRI, CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu agreed to participate in the capital increase of Times Electric Vehicle according to their respective current shareholding percentage. The amount of capital increase under the Agreement amounted to RMB3 billion in total, of which ZELRI contributed RMB1,091,049,157.09 in cash.

As at the date of this announcement, CRRC GROUP is a controlling Shareholder holding, directly and indirectly, 55.63% equity interests of the Company and is a connected person of the Company under the Hong Kong Listing Rules. ZELRI is a wholly-owned subsidiary of the Company. Therefore, the entering into of the Agreement by ZELRI with CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules.

As the highest applicable size test percentage ratio calculated according to the Hong Kong Listing Rules exceeds 0.1% but is lower than 5%, the Transaction is subject to reporting and announcement requirements but is exempt from independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

—1— 1. INTRODUCTION

2. THE AGREEMENT

2.1 Date

11 May 2018

2.2 Parties

(1) CRRC GROUP;

(2) ZELRI;

(3) Sany Group;

(4) Hi-Tech Venture;

(5) Xiao Keng; and

(6) Deng Pengtu.

2.3 Capital increase arrangement

As at the date of this announcement, the registered capital of Times Electric Vehicle was RMB573,528,284, of which 51%, 36.37%, 1.39%, 0.70%, 10.11% and 0.43% were contributed by CRRC GROUP, ZELRI, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu, respectively. According to the Agreement, all shareholders of Times Electric Vehicle agreed to increase capital in total of RMB3 billion to Times Electric Vehicle, of which ZELRI contributed RMB1,091,049,157.09 in cash. After completion of the capital increase, the registered capital of Times Electric Vehicle will increase to approximately RMB2.54 billion, and the respective proportion of contribution of CRRC GROUP, ZELRI, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu will remain unchanged.

—2— 2.4 Consideration

The capital increase by all parties under the Agreement amounted to RMB3 billion in total, which will be paid by two batches. The first batch of contribution shall be paid by 30 June 2018 and the second batch shall be paid by 20 May 2019.

The total amount of capital increase by all parties under the Agreement and details of the amount of contribution in batches are as follows:

Amount of first Amount of Total amount of batch second batch Name of shareholder capital increase contribution contribution (RMB) (RMB) (RMB)

CRRC GROUP 1,530,000,001.05 1,020,000,000.70 510,000,000.35 ZELRI 1,091,049,157.09 727,366,104.73 363,683,052.36 Sany Group 41,846,236.10 27,897,490.73 13,948,745.37 Hi-Tech Venture 20,923,118.05 13,948,745.37 6,974,372.68 Xiao Keng 303,224,705.94 202,149,803.96 101,074,901.98 Deng Pengtu 12,956,782.15 8,637,854.77 4,318,927.38 Total 3,000,000,000.38 2,000,000,000.26 1,000,000,000.12

The amount of capital increase was determined after arm’s length negotiations among the parties and upon comprehensive consideration of various factors (including but not limited to the business development requirement and historical financial information of Times Electric Vehicle). The price per share for the capital increase of all parties is determined in accordance with the net assets per share contained in the 2017 audit report of Times Electric Vehicle. As at 31 December 2017, the net assets per share of Times Electric Vehicle was RMB1.5248 per share.

Taxes and fees involved in the capital increase under the Agreement, including but are not limited to audit fees, evaluation fees, attorneys fees, business registration changes, capital verification and other related expenses, will be borne by Times Electric Vehicle.

3. REASONS FOR AND BENEFITS OF THE TRANSACTION

The capital increase is beneficial for Times Electric Vehicle to mitigate its shortage of funding and improve its capital structure, thereby enhancing its market competitiveness and sustainable development capabilities. ZELRI’s participation in the capital increase is in the interests of ZELRI and the interests of the Company as a whole.

—3— 4. INFORMATION ON TIMES ELECTRIC VEHICLE

Times Electric Vehicle is a company incorporated in the PRC with limited liability. The scope of business of Times Electric Vehicle includes: passenger vehicles; special purpose vehicles and components; manufacturing, sales and after-sales service of electromechanical products; import and export business of the above-mentioned technologies and commodities; development, production, system integration and services of computer software and products; and road freight transportation.

According to the China Accounting Standards for Business Enterprises, the net profits (before and after taxation and extraordinary items) of Times Electric Vehicle for the financial years ended 31 December 2016 and 31 December 2017 are set out as below:

For the year For the year ended 31 ended 31 December 2016 December 2017 (RMB) (RMB)

Net profit before taxation and extraordinary items 202,161,213.25 120,851,331.24 Net profit after taxation and extraordinary items 133,210,734.73 119,195,994.63

Based on the 2017 audit report of Times Electric Vehicle, as at 31 December 2017, the net book value of the net assets of Times Electric Vehicle was approximately RMB874,521,481.63.

5. IMPLICATIONS UNDER THE HONG KONG LISTING RULES

—4— As the highest applicable size test percentage ratio calculated according to the Hong Kong Listing Rules exceeds 0.1% but is lower than 5%, the Transaction is subject to reporting and announcement requirements but is exempt from independent Shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

Three Directors, namely Liu Hualong, Sun Yongcai and Xu Zongxiang (who hold positions in CRRC GROUP), have abstained from voting on the Board resolution approving the Agreement and the Transaction contemplated thereunder. Save as stated above, none of the Directors have a material interest in the Transaction and hence no other Directors have abstained from voting on the relevant Board resolution.

All Directors (including all independent non-executive Directors) are of the view that the terms of the Transaction are entered into on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

6 GENERAL INFORMATIION ON THE COMPANY, CRRC GROUP AND THE PARTIES

The Company

The Company is a joint stock company incorporated in the PRC with limited liability. The Group is the largest rolling stock provider in the world, with the most diverse offerings and leading technologies. The main scope of business includes: research and development, design, manufacturing, refurbishment, sales, leasing and technical services of railway locomotives, EMUs, urban rail transit vehicles, engineering machinery, various electromechanical equipment, electronic equipment and components, as well as electric devices and environmental protection equipment; information consultation; industry investment and management; asset management; import and export businesses.

CRRC GROUP

CRRC GROUP is a large-scale wholly state-owned enterprise established with the approval of the State Council, and is the controlling Shareholder of the Company. The principal business of CRRC GROUP (through the Company) includes: research and development, manufacturing, sales, refurbishment and leasing of rolling stock and key components, and the extended business relying on the proprietary technology of rolling stock.

—5— ZELRI

ZELRI is a wholly-owned subsidiary of the Company. Its principal business includes rolling stock electrical systems, current conversion and control systems, vehicle born control and diagnosis systems, electrical and electronic devices, polymer composite materials, train operation control systems, smart track express systems and key components, wind power generation equipment and key components, electric vehicle maintenance and key components, engineering machinery and key components, communication and informatization systems, and the research and development, production, sales, after-sales and maintenance services of deep sea special equipment, etc.

Sany Group

Sany Group is mainly engaged in the research and development, manufacturing, sales, leasing, maintenance, and import and export businesses of machinery equipment and its parts and components; the acquisition, maintenance, leasing and sales of second-hand equipment and other machinery equipment; general contracting of construction works of housing construction projects, municipal utility projects, urban infrastructure, civil engineering, railways, roads, tunnels and bridges; the research and development, manufacturing and sales of industrial equipment for construction and pre-fabricated parts for construction; the establishment and services of the big data platform for construction; research and development, manufacturing and sales of new energy equipment, technological development and services of new energy, management of energy contracts and electricity sales service; solar photovoltaic power station system integration and power generation; production and sales of wind turbines and components, accelerators, electric machinery and instruments (including anti-explosive types), electric motors, transformers, electric transmission systems and related equipment, electromechanical equipment, gear motors, variable pitch blades, inverters, control cabinets and cold cabinets, etc.

Hi-Tech Venture

Hi-Tech Venture is mainly engaged in venture capital and its agency, consulting, advisory and management services; venture capital-related derivative business, capital operation and investment business.

—6— 7. DEFINITIONS

In this announcement, unless the context otherwise requires, the terms used herein shall have the following meanings:

“Agreement” the Agreement on the Increase in Capital of Hunan CSR Times Electric Vehicle Co., Ltd.《湖南中車時代電動 ( 汽車股份有限公司定向增資擴股協議》) entered into by ZELRI and CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu on 11 May 2018, pursuant to which, ZELRI, CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng and Deng Pengtu agreed to participate in the capital increase of Times Electric Vehicle according to their respective current shareholding percentage

“Board” the board of directors of the Company

“Company” CRRC Corporation Limited (中國中車股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H shares and A shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

“connected has the meaning ascribed thereto under the Hong Kong person(s)” Listing Rules

“CRRC GROUP” CRRC GROUP Co., Ltd. (中國中車集團有限公司), a large-scale wholly state-owned enterprise and the controlling Shareholder of the Company

“Director(s)” the directors (including the independent non-executive directors) of the Company

“Group” the Company and its subsidiaries

“Hi-Tech Venture” Hunan Hi-Tech Venture Capital Group Co.,Ltd. * (湖南高新創業投資集團有限公司)

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

—7— “Hong Kong the Rules Governing the Listing of Securities on The Listing Rules” Stock Exchange of Hong Kong Limited, as amended from time to time

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

“PRC” the People’s Republic of China

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” shareholder(s) of the Company

“Sany Group” Sany Group Co.,Ltd. * (三一集團有限公司)

“Times Electric Hunan CRRC Times Electric Vehicle Co., Ltd. * ( 湖南 Vehicle” 中車時代電動汽車股份有限公司)

“Transaction” the transaction in respect of the capital increase of Times Electric Vehicle entered into by ZELRI and CRRC GROUP, Sany Group, Hi-Tech Venture, Xiao Keng (肖鏗) and Deng Pengtu (鄧鵬圖) under the Agreement

“ZELRI” CRRC Zhuzhou Institute Co., Ltd.* (中車株洲電力機車研究所有限公司), a wholly-owned subsidiary of the Company

“%” percentage

By order of the Board CRRC Corporation Limited Liu Hualong Chairman

Beijing, the PRC 11 May 2018

As at the date of this announcement, the executive Directors of the Company are Mr. Liu Hualong, Mr. Sun Yongcai and Mr. Xu Zongxiang; the non-executive Director is Mr. Liu Zhiyong; and the independent non-executive Directors are Mr. Li Guo’an, Mr. Wu Zhuo, Mr. Sun Patrick and Mr. Chan Ka Keung, Peter.

—8—