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中國中車股份有限公司 Crrc Corporation Limited

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中國中車股份有限公司 Crrc Corporation Limited THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should 14A.69(4) consult your licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CRRC Corporation Limited (the “Company”), you should at once hand this circular and the enclosed New Proxy Form to the purchaser or the transferee or to the bank, licensed dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no 14A.70(1) 13.52 Note 5 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. 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) 13.28(1) 13.51A (Stock code: 1766) A1B1 (1) PROPOSED ISSUANCE AND PLACING OF NEW A SHARES; (2) CONNECTED TRANSACTION: PROPOSED SUBSCRIPTION OF NEW A SHARES BY CRRC GROUP; AND (3) SUPPLEMENTAL NOTICE OF 2015 ANNUAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A supplemental notice of the AGM of the Company, which will be held as originally scheduled at Empark Grand Hotel, No. 69 Banjing Road, Beijing, the PRC at 2:00 p.m. (registration will begin at 1:30 p.m.) on Thursday, 16 June 2016 is set out on pages 71 to 75 of this circular. Shareholders who intend to appoint a proxy to attend the AGM and vote on the resolution as set out in the supplemental notice of the AGM are required to complete the enclosed New Proxy Form in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, in person or by post but in any event not less than 24 hours before the time stipulated for convening the AGM or any adjourned meeting thereof. Completion and return of the New Proxy Form will not preclude you from attending, and voting at the AGM or any adjourned meeting if you so wish. 31 May 2016 CONTENTS Definitions ............................................................... 1 Letter from the Board ..................................................... 5 Letter from the Independent Board Committee .................................. 32 Letter from the Independent Financial Adviser .................................. 33 Appendix I — Shareholders’ Return Plan for the Next Three Years (from 2016 to 2018) ..................................... 53 Appendix II — Dilutive Impact of the Non-public Issuance of A Shares on the Immediate Returns and Remedial Measures .................. 56 Appendix III — General Information ...................................... 67 —i— DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “AGM” the 2015 annual general meeting of the Company to be held at 2:00 p.m. (registration will begin at 1:30 p.m.) on Thursday, 16 June 2016 at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC “A Share(s)” domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange (stock code: 601766) “A Shareholder(s)” holder(s) of A Share(s) “Articles of Association” the articles of association of the Company “associates” has the meaning ascribed to it under the Hong Kong Listing Rules “Board” the board of directors of the Company “close associate” has the meaning ascribed to it under the Hong Kong Listing Rules “CNR” the former China CNR Corporation Limited (中國北車股份有 限公司) “Company” CRRC Corporation Limited (中國中車股份有限公司), a joint stock limited 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, formerly known as CSR Corporation Limited (中國南車股份有限公司)(“CSR”) “Company Law” the Company Law of the People’s Republic of China, as amended from time to time “connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules “controlling shareholder” has the meaning ascribed to it under the Hong Kong Listing Rules “CRRC Group” or “CRRCG” CRRC Group (中國中車集團公司), a large-scale wholly state- owned enterprise and controlling shareholder of the Company —1— DEFINITIONS “CRRCG Subscription” the proposed subscription of 692,840,646 new A Shares for a total consideration of approximately RMB6 billion by CRRC Group pursuant to the CRRCG Subscription Agreement “CRRCG Subscription the conditional subscription agreement entered into between Agreement” the Company and CRRC Group on 27 May 2016 in respect of the CRRCG Subscription “CSRC” China Securities Regulatory Commission (中國證券監督管理 委員會) “Directors” the directors of the Company, including the independent non-executive directors “Feasibility Analysis Report” the feasibility analysis report relating to the use of proceeds from the non-public issue of A Shares approved by the Board on 27 May 2016 “General Mandate” the general mandate granted to the Directors by the Shareholders pursuant to the special resolution passed at the extraordinary general meeting of the Company held on 30 October 2015, which will be renewed at the AGM by way of passing of a special resolution in respect thereof “Group” the Company and its subsidiaries “H Share(s)” overseas listed foreign invested shares in the share capital of the Company, with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in HK$ (stock code: 1766) “H Shareholder(s)” the holder(s) of H shares “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HK$” the lawful currency of Hong Kong “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Independent Board Committee” the independent committee of the Board, the members of which consist of the independent non-executive Directors, formed to advise the Independent Shareholders with respect to the CRRCG Subscription Agreement and the CRRCG Subscription —2— DEFINITIONS “Independent Financial Adviser” Platinum Securities Company Limited, the independent financial adviser, licensed to conduct Type 1 (dealings in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the CRRCG Subscription Agreement and CRRCG Subscription “Independent Shareholders” Shareholders other than (i) CRRC Group and its associates; and (ii) all other parties (if any) who are interested or involved in the CRRCG Subscription and the CRRCG Subscription Agreement “Latest Practicable Date” 27 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “PRC” the People’s Republic of China, for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Regions and Taiwan “Price Determination Date” 28 May 2016, i.e. the date of the announcement on the Shanghai Stock Exchange of the Board’s resolutions in respect of the Proposed Placing “Proposed Placing” the proposed non-public issuance and placing of not more than 1,385,681,291 new A Shares (inclusive) by the Company to five target subscribers (including CRRC Group), and the total proceeds to be raised therefrom shall not exceed RMB12 billion “Report on Previous Proceeds” the Report of CRRC Corporation Limited on the Use of Proceeds from Previous Fund Raisings (as at 31 March 2016) approved by the Board on 27 May 2016 “RMB” Renminbi, the lawful currency of the PRC “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council of the PRC (中國國務院國 有資產監督管理委員會) “Securities Law” the Securities Law of the People’s Republic of China, as amended from time to time —3— DEFINITIONS “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” A Share(s) and H Share(s) “Shareholder(s)” A Shareholder(s) and H Shareholder(s) “trading day” a day on which the Shanghai Stock Exchange is open for dealing or trading in securities “USD” United States dollars, the lawful currency of the United States of America “%” per cent —4— LETTER FROM THE BOARD 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) Executive Directors Registered Office: Mr. Cui Dianguo No. 16, Central West Fourth Ring Road 2.14 Mr. Zheng Changhong Haidian District Mr. Liu Hualong Beijing Mr. Xi Guohua the PRC Mr. Fu Jianguo Postal code: 100036 Non-executive Directors Place of Business in Hong Kong: Mr. Liu Zhiyong Unit H, 41/F., Office Tower, Convention Plaza Independent non-executive Directors No. 1 Harbour Road Mr. Li Guo’an Wanchai Mr. Zhang Zhong Hong Kong Mr. Wu Zhuo Mr. Sun Patrick Mr. Chan Ka Keung, Peter
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