(a joint stock limited company incorporated in the People’s Republic of China with limited liability) Stock Code: 1766 Annual Report Annual Report 2019 Mobility 2019 for Future Connection Important 1 The Board and the Supervisory Committee of the Company and its Directors, Supervisors and Senior Management warrant that there are no false representations, misleading statements contained in or material omissions from this annual report and they will assume joint and several legal liabilities for the truthfulness, accuracy and completeness of the contents disclosed herein. 2 This report has been considered and approved at the seventeenth meeting of the second session of the Board of the Company. All Directors attended the Board meeting. 3 Deloitte Touche Tohmatsu CPA LLP has issued standard unqualified audit report for the Company’s financial statements prepared under the China Accounting Standards for Business Enterprises in accordance with PRC Auditing Standards. 4 Liu Hualong, the Chairman of the Company, Li Zheng, the Chief Financial Officer and Wang Jian, the head of the Accounting Department (person in charge of accounting affairs) warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. 5 Statement for the risks involved in the forward-looking statements: this report contains forward-looking statements that involve future plans and development strategies which do not constitute a substantive commitment by the Company to investors. Investors should be aware of the investment risks. 6 The Company has proposed to distribute a cash dividend of RMB0.15 (tax inclusive) per share to all Shareholders based on the total share capital of the Company of 28,698,864,088 shares as at 31 December 2019. 7 Unless specified otherwise, the recording currency used in this report is Renminbi. 8 Major risk reminder: the major risk factors faced by the Company include strategic risks, market risks, product quality risks, exchange rate risks and industrial structure adjustment risks, which have been described in detail in this report. Please refer to the discussion and analysis on possible risks that the Company may face in its future development in “Report of Directors – B. Management Discussion and Analysis”. 9 At the tenth meeting of the second session of the Board of the Company held on 29 April 2019, it was considered and approved that the Company prepare its financial statements required to be disclosed by the securities regulatory authority where the Company’s shares are listed in accordance with the China Accounting Standards for Business Enterprises only for the financial year starting from 1 January 2019. Accordingly, the Company shall provide the same version of financial report prepared under the China Accounting Standards for Business Enterprises to all Shareholders, instead of separately providing a report prepared under the China Accounting Standards for Business Enterprises to holders of A Shares and a report prepared under the International Financial Reporting Standards to holders of H Shares. Contents 002 Results Highlights 003 Financial Summary 004 Chairman’s Statement 008 Report of Directors 070 Directors, Supervisors, Senior Management and Staff 083 Corporate Governance Report 100 Relevant Information of Corporate Bonds 104 Investor Relations 105 Changes in Shares and Particulars of Shareholders 117 Significant Events 133 Auditor’s Report 138 Audited Consolidated Financial Statements 151 Notes to the Consolidated Financial Statements 329 Definition 331 Company Profile CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc 0 01 Results Highlights Revenue (RMB’ 000) Net prot (RMB’000) Net prot attributable to shareholders of the Company (RMB’000) 2019: 2019: 2019: 229,010,833 13,823,701 11,794,929 2018: 2018:: 2018: 219,082,641 12,998,507 11,305,044 +4.53% +6.35% +4.33 % Basic earnings per share Total assets (RMB’ 000) Total liabilities (RMB’ 000) 2019: 31 December 2019: 31 December 2019: 0.41 383,572,485 224,744,003 2018: 0.39 357,523,050 207,838,423 +5.13% +7.29 % +8.13% Total equity (RMB’ 000) Including: equity attributable to Shareholders’ equity per share shareholders of the Company (RMB’ 000) (RMB/share) 31 December 2019: 31 December 2019: 31 December 2019: 158,828,482 135,893,631 4.74 31 December 2018: 31 December 2018: 31 December 2018: 149,684,627 128,457,695 4.48 +6.11% +5.79 % +5.80 % 002 CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc Financial Summary 2019 2018 2017 2016 2015 Item RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (restated) (restated) (restated) Revenue 229,010,833 219,082,641 211,012,935 229,719,868 239,685,449 Operating costs 176,149,897 170,526,021 163,154,065 181,966,444 191,281,913 Taxes and levies 1,938,170 2,038,395 2,113,899 1,865,971 1,865,970 Selling expenses 8,516,415 7,745,841 7,218,095 7,250,165 7,953,771 Administrative expenses 14,444,854 13,430,881 13,945,916 12,375,421 12,635,370 Research and Development expenses 12,017,162 10,896,916 9,977,454 9,473,770 9,872,472 Financial expenses 373,201 1,279,396 1,253,364 1,003,028 1,411,473 Add: Other income 1,274,943 1,125,094 823,714 - - Investment income 2,153,377 2,053,926 2,694,308 1,613,096 800,780 Gains from changes in fair value 233,737 419,593 -330,511 123,004 -316 Assets impairment losses -1,549,953 -1,407,475 -2,774,665 -2,358,034 -1,522,949 Operating profit 15,822,704 14,734,830 14,729,026 15,142,179 15,895,811 Non-operating income 978,881 987,581 1,018,331 1,995,252 2,119,485 Non-operating expenses 193,260 380,039 362,174 232,779 984,154 Profit before tax 16,608,325 15,342,372 15,385,183 16,904,652 17,031,142 Less: Income tax expenses 2,784,624 2,343,865 2,387,765 3,024,670 2,951,618 Profit for the year 13,823,701 12,998,507 12,997,418 13,879,982 14,079,524 Earnings per share Basic 0.41 0.39 0.38 0.41 0.43 Diluted 0.40 0.39 0.37 0.41 0.43 Assets and liabilities Total assets 383,572,485 357,523,050 375,206,468 338,350,133 311,792,404 Total liabilities 224,744,003 207,838,423 233,286,846 214,470,206 198,131,155 Total equity attributable to Shareholders of the Company 135,893,631 128,457,695 121,583,931 104,893,018 96,892,013 Total non-controlling interests 22,934,851 21,226,932 20,335,691 18,986,909 16,691,393 Total equity at the end of the period (shares) 28,698,864,088 28,698,864,088 28,698,864,088 27,288,758,333 27,288,758,333 Net cash flows from operating activities 22,530,536 18,869,344 16,184,344 14,989,962 14,971,797 CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc 003 Chairman’s Statement 004 CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc Chairman’s Statement CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc 005 Chairman’s Statement 006 CRRC CORPORATION LIMITED Annual Report 2019 www.crrcgc.cc Chairman’s Statement Dear shareholders, The year 2019 was one of extreme difficulty for CRRC, with a mounting series of challenges and risks creating a complicated situation both within and outside China. Nevertheless, the Group continued to move forward and fight bravely, coping effectively with internal and external change, driving for comprehensive high-quality development, and making new achievements across a range of tasks. During the year, through the efforts of the Board, the management and all employees, CRRC achieved its business goals, steadily improved the quality of its operation, and made breakthroughs in market expansion. The Group also obtained good results in scientific research and development, overcame obstacles in reform, and had fruitful achievements in brand-building. Growth in both operating revenue and net profit attributable to the parent company was recorded, which could not have been made without the strong support of our shareholders. On behalf of the Board, I would like to express my sincere gratitude to all investors. The year 2019 marked the 70th anniversary of the founding of the PRC, and was therefore particularly significant to CRRC. The past seven decades have seen generations of CRRC employees work hard to build a proudly national brand. From “Jiefangxing” and “Dongfengxing” to “Hexiehao” and “Fuxinghao”, the Group has been standing at the forefront of the times, as a sturdy pillar of a developing China, and has realized major leaps, from “locomotives from various countries” to the “prestigious business card of China”, from local enterprise to multinational corporation, from unknown to well-known, from market follower to trend leader. CRRC’s history is a microcosm of China’s great achievements of the last 70 years and a model for central enterprises. CRRC is the world’s leading rolling stock supplier with large scale, diverse product portfolio and first-class technologies ranking among the Global 500 companies and China Top 100 companies, with products exported to 105 countries and regions. It tops the list of the Fortune’s “Most Acclaimed Chinese Companies”, with its brand value ranked number one in the PRC machinery manufacturing industry. CRRC was selected as one of the 10 model brands at the annual “2019 Chinese Brand Great China Ceremony”. Our “Fuxinghao” successfully debuted on the celebration of the 70th anniversary of the founding of the PRC, and as a prestigious business card of China, it has attracted world-wide attention.