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.

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 with limited liability) (Stock code: 1766)

ANNOUNCEMENT ON CONNECTED TRANSACTION ESTABLISHMENT OF A JOINT VENTURE

ESTABLISHMENT OF GUOCHUANG COMPANY

The Board hereby announces that, on 16 January 2019, Zhuzhou , Zhuzhou Institute and Zhuzhou Electric, all of which are wholly-owned subsidiaries of the Company, entered into Agreement I with Zhuzhou Holding (an indirect wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties to establish Guochuang Company by way of joint contribution pursuant to the terms and conditions of Agreement I. Upon completion of the Transaction, Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding will hold 15%, 12%, 9% and 5%, respectively of the equity interests of Guochuang Company, which shall not become a subsidiary of the Company.

PREVIOUS JV ESTABLISHMENTS

In accordance with Agreement II, CRRC , a wholly-owned subsidiary of the Company, together with CRRC GROUP, CRRC Environmental & Technology (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Quanzhou CRRC Water Co., Ltd.* by way of joint contribution. In accordance with Agreement III, CRRC Shandong, a wholly-owned subsidiary of the Company, together with CRRC GROUP and other Independent Third Parties, shall establish Jingjiang CRRC Water Co., Ltd.* by way of joint contribution. In accordance with Agreement IV, Times Electric and Times New Material, both of which are non-wholly-owned subsidiaries of the Company, together with Times Electric Vehicle (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Power Semiconductor Innovation Centre Co., Ltd.* by way of joint contribution.

—1— IMPLICATIONS OF THE HONG KONG LISTING RULES

The three transactions under the Previous JV Establishments constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest percentage ratios for such transactions calculated on a separate or aggregate basis are lower than 0.1%, the Previous JV Establishments are not subject to the annual report, announcement and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

As at the date of this announcement, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric are subsidiaries of the Company. Zhuzhou Holding is a subsidiary of CRRC GROUP which is a controlling shareholder of the Company, directly and indirectly holding 51.43% of the shares of the Company, Zhuzhou Holding is therefore a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules, and the Agreement I entered into among Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules.

According to Rule 14A.81 of the Hong Kong Listing Rules, the Transaction under Agreement I shall be consolidated with the Previous JV Establishments. Upon consolidation, as the highest applicable percentage ratio exceeds 0.1% but is less than 5%, the Transaction under Agreement I shall be subject to annual report and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

1. INTRODUCTION

The Board hereby announces that, on 16 January 2019, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric, all of which are wholly-owned subsidiaries of the Company, entered into Agreement I with Zhuzhou Holding (an indirect wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties to establish Guochuang Company by way of joint contribution pursuant to the terms and conditions of Agreement I. Upon completion of the Transaction, Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding will hold 15%, 12%, 9% and 5%, respectively of the equity interests of Guochuang Company, which shall not become a subsidiary of the Company.

2. AGREEMENT I

2.1 Date

16 January 2019

—2— 2.2 Parties

(1) Zhuzhou Locomotive;

(2) Zhuzhou Institute;

(3) Zhuzhou Electric;

(4) Zhuzhou Holding;

(5) Zhuzhou Geckor;

(6) Zhuzhou State-owned Assets Investment;

(7) Zhuzhou Lince;

(8) LAMIC;

(9) Kingdee Software;

(10) Zhuzhou Gofront Equipment;

(11) Shenzhen Megmeet; and

(12) Nanjing High Accurate .

As at the date of this announcement, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric are subsidiaries of the Company, while Zhuzhou Holding is a subsidiary of CRRC GROUP. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the other parties and their respective ultimate beneficial owners is an Independent Third Party as at the date of this announcement.

2.3 Registered Capital of Guochuang Company and Contribution from the Parties

According to Agreement I, the registered capital of Guochuang Company is RMB0.48 billion, to be injected by installments depending on business development. The capital will be contributed by each of the parties in cash. Each of the parties shall pay up its initial registered capital (RMB0.1 billion in aggregate to be paid in proportion of respective shareholding) within 30 working days from the date of incorporation of Guochuang Company (not later than 180 days from the date of incorporation of Guochuang Company). Subsequent contribution will be paid up by installments according to resolutions on the general meeting of Guochuang Company.

—3— The amount to be subscribed in the capital of Guochuang Company by each of the parties, their respective initial contribution and shareholding in Guochuang Company are set forth below:

Shareholding Amount to be Initial in Guochuang Parties Subscribed Contribution Company (RMB million) (RMB million)

Zhuzhou Locomotive 72 15 15% Zhuzhou Institute 57.6 12 12% Zhuzhou Electric 43.2 9 9% Zhuzhou Holding 24 5 5% Zhuzhou Geckor 57.6 12 12% Zhuzhou State-owned Assets Investment 48 10 10% Zhuzhou Lince 43.2 9 9% LAMIC 38.4 8 8% Kingdee Software 24 5 5% Zhuzhou Gofront Equipment 24 5 5% Shenzhen Megmeet 24 5 5% Nanjing High Accurate Manufacturing 24 5 5%

The contribution amount by each of the parties under the Agreement I has been determined by the parties in arm’s length negotiation after taking into account various factors such as the business nature of Guochuang Company, its working capital requirement and future development plans.

2.4 Business Scope of Guochuang Company

The business scope of Guochuang Company shall cover: technology development, technology consultation, technology transfer, production and manufacturing, experiment and testing, investments, import and export trading, sales and training in respect of rolling stock and relevant components, electronic equipment, electromechanical equipment and related products; exhibition services and publication services (subject to registration with industry and commerce administration).

—4— 2.5 Composition of the Board of Directors and Management of Guochuang Company

The board of directors of Guochuang Company is comprised of seven directors (including an employee director). Each of Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Geckor, Zhuzhou State-owned Assets Investment, Zhuzhou Electric and LAMIC will recommend one person to act as director while the employee director will be recommended by Zhuzhou Lince and elected by staff representative’s meeting. The board of directors of Guochuang Company will have one chairman and one vice chairman. The chairman will be recommended by Zhuzhou Locomotive while the vice chairman will be recommended by Zhuzhou Institute. The chairman and the vice chairman shall be elected by the board of directors.

The management of Guochuang Company will have a general manager and certain deputy general managers, initially four deputy general managers will be appointed to be responsible for investments, operation, financial matters and technology, respectively. The general manager of Guochuang Company will be recommended by Zhuzhou Locomotive, deputy general manager responsible for investment will be recommended by Zhuzhou State-owned Assets Investment, deputy general manager responsible for operation will be recommended by Zhuzhou Electric, deputy general manager responsible for financial matters will be recommended by Zhuzhou Lince, and deputy general manager responsible for technology will be recommended by Zhuzhou Institute.

3. REASONS FOR AND BENEFITS OF ENTERING INTO AGREEMENT I

The establishment of Guochuang Company will be beneficial to the implementation of the Company’s innovation development strategy and a full use of synergy effect for respective strength of all parties, which conforms to the interests of the Company.

4. PREVIOUS JV ESTABLISHMENTS

In accordance with Agreement II, CRRC Tangshan, a wholly-owned subsidiary of the Company, together with CRRC GROUP, CRRC Environmental & Technology (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Quanzhou CRRC Water Co., Ltd.* by way of joint contribution. In particular, CRRC Tangshan shall contribute RMB5 million in consideration of a 5% shareholding interest. After establishment, Quanzhou

—5— CRRC Water Co., Ltd.* shall be specifically responsible for providing integrated services covering investment and financing, construction as well as operation and maintenance for rural sewage collection and treatment project in Quanzhou Taiwanese Merchants Investment Zone (泉州台商投資區).

In accordance with Agreement III, CRRC Shandong, a wholly-owned subsidiary of the Company, together with CRRC GROUP and other Independent Third Parties, shall establish Jingjiang CRRC Water Co., Ltd.* by way of joint contribution. In particular, CRRC Shandong shall contribute RMB65.5748 million in consideration of a 29% shareholding interest. After establishment, Jingjiang CRRC Water Co., Ltd.* shall be specifically responsible for providing integrated services covering investment and financing, construction as well as operation and maintenance for Phase I of domestic sewage treatment project for villages in Jingjiang City.

In accordance with Agreement IV, Times Electric and Times New Material, both of which are non-wholly-owned subsidiaries of the Company, together with Times Electric Vehicle (a subsidiary of CRRC GROUP) and other Independent Third Parties, shall establish Hunan Power Semiconductor Innovation Centre Co., Ltd.* by way of joint contribution. In particular, Times Electric and Times New Material shall contribute RMB125 million and RMB25 million in consideration of a 25% and 5% shareholding interest, respectively. Hunan Power Semiconductor Innovation Centre Co., Ltd.* shall be principally engaged in the development of relevant materials for power semiconductor devices, the research and development and sales of power semiconductor devices, the development and sales of electrical and electronic technologies and devices, technical services and consultation, technology licensing and transfer, testing and experiment, standard research, etc.

5. IMPLICATIONS OF THE HONG KONG LISTING RULES

The three transactions under the Previous JV Establishments constitute connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest percentage ratios for such transactions calculated on a separate or aggregate basis are lower than 0.1%, the Previous JV Establishments are not subject to the annual report, announcement and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules.

As at the date of this announcement, Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric are subsidiaries of the Company. Zhuzhou Holding is a subsidiary of CRRC GROUP which is a controlling shareholder of the Company,

—6— directly and indirectly holding 51.43% of the shares of the Company, Zhuzhou Holding is therefore a connected person of the Company under Chapter 14A of the Hong Kong Listing Rules, and the Agreement I entered into among Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric and Zhuzhou Holding constitutes a connected transaction of the Company under Chapter 14A of Hong Kong Listing Rules.

According to Rule 14A.81 of Hong Kong Listing Rules, the Transaction under Agreement I shall be consolidated with the Previous JV Establishments. Upon consolidation, as the highest applicable percentage ratio exceeds 0.1% but is less than 5%, the Transaction under Agreement I shall be subject to annual report and announcement requirements but is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

Three Directors, namely Liu Hualong, Sun Yongcai and Xu Zongxiang, hold positions in CRRC GROUP and have abstained from voting on the Board resolution approving the Transaction under Agreement I. Save as stated above, none of the Directors have a material interest in the Transaction contemplated under the Agreement I 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 Agreement I has been entered into after negotiation on arm’s length basis and on normal commercial terms, and the relevant terms are fair and reasonable and in the interests of the Company and its 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 , 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.

—7— 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 businesses of CRRC GROUP (through the Company) include: research and development, manufacturing, sales, refurbishment and leasing of rolling stock and key components, and the extended business relying on proprietary technologies.

Zhuzhou Locomotive

Zhuzhou Locomotive is a wholly-owned subsidiary of the Company. The principal businesses of Zhuzhou Locomotive include: research and development, manufacturing, sales, repair and maintenance of electric locomotives, urban rail vehicles, intercity EMUs, public transport vehicles with new technology such as magnetic levitated vehicles and energy accumulation typed trams/trolleybus, key components and extended products under the proprietary technology.

Zhuzhou Institute

Zhuzhou Institute is a wholly-owned subsidiary of the Company. The principal business of Zhuzhou Institute includes: research and development, manufacturing, sales, aftersales, repair and maintenance of electrical system of rail transit, conversion and control system, on-board control and diagnostic system, electronic power and electronic devices, polymer composites, train operation control system, intellegient rail system and key components, wind driven generators and key components, electromobiles and key components, engineering machinery and key components on electrical control, communication and information system and special equipment for deep sea.

Zhuzhou Electric

Zhuzhou Electric is a wholly-owned subsidiary of the Company. The principal businesses of Zhuzhou Electric include: research and development, manufacturing, sales, repair and maintenance of locomotives, EMUs, traction motors and traction transformers for urban rail subway, aerogenerators, high efficiency motors and special transformers.

Zhuzhou Holding

Zhuzhou Holding is an indirect wholly-owned subsidiary of CRRC GROUP. The principal businesses of Zhuzhou Holding include industrial investment and operation of rolling stock and related industries.

—8— Zhuzhou Geckor

The principal businesses of Zhuzhou Geckor include land development, engineering construction, business incubation, venture capital, financial services and property management.

Zhuzhou State-owned Assets Investment

The principal businesses of Zhuzhou State-owned Assets Investment include investment and operation of state-owned assets and financial investment and services.

Zhuzhou Lince

The principal businesses of Zhuzhou Lince include research and development, manufacturing, sales and aftersales of structural parts of rolling stock, components for ventilation, cooling and brake system, electrical and electronic devices and vibration dampers.

LAMIC

LAMIC is a new research and development institution jointly organized by High-tech Zone and Tsinghua University Research Institute for Advanced Equipment, relying on the Department of Mechanical Engineering of Tsinghua University. It has selected high-end equipment and robots, rail transit, agricultural machinery and equipment, new materials, high-end bearings and intelligent manufacturing and other industries as its key focus areas.

Kingdee Software

The principal businesses of Kingdee Software include production, development, operation of computer hardware and software, technical training and information consulting services.

Zhuzhou Gofront Equipment

The principal businesses of Zhuzhou Gofront Equipment include research and development, manufacturing, sales and aftersales of precision parts and casting parts of rolling stock, such as electric locomotives and urban rail vehicles.

Shenzhen Megmeet

The principal businesses of Shenzhen Megmeet include research and development, manufacturing, sales and aftersales of intelligent home appliances, industrial automation equipment, customized power and core parts of new energy automobiles.

—9— Nanjing High Accurate Manufacturing

The principal businesses of Nanjing High Accurate Manufacturing include research and development, manufacturing, sales and aftersales of gearbox products, such as gearboxes designed for building materials, gearboxes designed for metallurgy, wind turbine gearboxes, locomotive gearboxes and gearboxes for petrochemical purposes.

7. DEFINITIONS

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

“Agreement I” the Joint Venture Agreement of Zhuzhou Guochuang Railway Technology Company Limited*《株洲國創軌 ( 道科技有限合資協議》) entered into among Zhuzhou Locomotive, Zhuzhou Institute, Zhuzhou Electric (wholly-owned subsidiaries of the Company), Zhuzhou Holding (an indirect wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties on 16 January 2019

“Agreement II” the Shareholders’ Agreement on the PPP Project in Relation to Rural Sewage Collection and Treatment in Quanzhou Taiwanese Merchants Investment Zone《泉 ( 州台商投資區農村污水收集處理工程PPP項目股東協 議》) entered into among CRRC Tangshan (a wholly-owned subsidiary of the Company), CRRC GROUP, CRRC Environmental & Technology (a wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties on 5 December 2018

“Agreement III” the Franchise Agreement on Phase I of the PPP Project in Relation to Domestic Sewage Treatment for Villages in Jingjiang City《靖江市村莊生活污水治理一期工 ( 程PPP項目特許經營協議》) and the Articles of Association of Jingjiang CRRC Water Co., Ltd.* 《靖江( 中車水務有限公司章程》) entered into among CRRC Shandong (a wholly-owned subsidiary of the Company), CRRC GROUP and other Independent Third Parties on 4 December 2018 and 21 December 2018, respectively

—10— “Agreement IV” the Joint Venture Agreement of Hunan Power Semiconductor Innovation Centre Co., Ltd.*《湖南功 ( 率半導體創新中心有限公司合資協議》) entered into among Times Electric, Times New Material (indirect wholly-owned subsidiaries of the Company), Times Electric Vehicle (a wholly-owned subsidiary of CRRC GROUP) and other Independent Third Parties on 30 October 2018

“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 CRRC Environmental & Technology Co., Ltd.* (中車環 Environmental & 境科技有限公司), a wholly-owned subsidiary of CRRC Technology” GROUP

“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

“CRRC Shandong” CRRC Shandong Co., Ltd.* (中車山東機車車輛有限公 司), a wholly-owned subsidiary of the Company

“CRRC Tangshan” CRRC Tangshan Co., Ltd.* (中車唐山機車車輛有限公 司), a wholly-owned subsidiary of the Company

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

“Group” the Company and its subsidiaries

—11— “Guochuang Zhuzhou Guochuang Railway Technology Company Company” Limited* (株洲國創軌道科技有限公司), a company with limited liabilities proposed to be incorporated in the PRC under Agreement I (its name is provisional, with final name to be subject to review and approval by relevant authority of administration for industry and commerce of China)

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

“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”

“Independent Third the party(ies) not connected with the Company and its Party(ies)” connected persons as far as the Directors are aware after having made all reasonable enquires

“Kingdee Kingdee Software (China) Company Limited* (金蝶軟 Software” 件（中國）有限公司)

“LAMIC” Luoyang Advanced Manufacturing Industry Center of Tianjin Research Institute for Advanced Equipment of Tsinghua University* (清華大學天津高端裝備研究院洛 陽先進製造產業研發基地)

“Nanjing High Nanjing High Accurate Drive Equipment Manufacturing Accurate Group Co., Ltd. * (南京高精傳動設備製造集團有限公 Manufacturing” 司)

“PRC” the People’s Republic of China

“Previous JV the establishments of Quanzhou CRRC Water Co., Ltd.* Establishments” (泉州中車水務有限公司), Jingjiang CRRC Water Co., Ltd.* (靖江中車水務有限公司) and Hunan Power Semiconductor Innovation Centre Co., Ltd.* (湖南功率 半導體創新中心有限公司), pursuant to Agreement II, Agreement III and Agreement IV, respectively

“RMB” Renminbi, the lawful currency of the People’s Republic of China

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

“Shenzhen Shenzhen Megmeet Electric Co., Ltd.* (深圳麥格米特 Megmeet” 電氣股份有限公司)

“Times Electric” Zhuzhou CRRC Times Electric Co., Ltd.* (株洲中車時 代電氣股份有限公司), a subsidiary of the Company

“Times Electric Zhuzhou CRRC Times Electric Vehicle Co., Ltd.* (株洲 Vehicle” 中車時代電動汽車股份有限公司), a subsidiary of CRRC GROUP

“Times New Zhuzhou Times New Material Technology Co., Ltd.* Material” (株洲時代新材料科技股份有限公司), a subsidiary of the Company

“Transaction” the transaction of establishment of Guochuang Company by way of joint contribution by the wholly-owned subsidiaries of the Company, namely Zhuzhou Locomotive, Zhuzhou Institute and Zhuzhou Electric and indirect wholly-owned subsidiary of CRRC GROUP, namely Zhuzhou Holding and other Independent Third Parties, pursuant to the terms and conditions of Agreement I

“Zhuzhou CRRC Zhuzhou Locomotive Co., Ltd.* (中車株洲電力 Locomotive” 機車有限公司), a wholly-owned subsidiary of the Company

“Zhuzhou Institute” 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

“Zhuzhou Holding” CRRC Zhuzhou Investment Holding Co., Ltd.* (中車株 洲投資控股有限公司), an indirect wholly-owned subsidiary of CRRC GROUP

“Zhuzhou Electric” CRRC Zhuzhou Electric Co., Ltd.* (中車株洲電機有限 公司), a wholly-owned subsidiary of the Company

—13— “Zhuzhou Zhuzhou State-owned Assets Investment Holding Group State-owned Co., Ltd.* (株洲市國有資產投資控股集團有限公司) Assets Investment”

“Zhuzhou Geckor” Zhuzhou Geckor Group Co., Ltd.* (株洲高科集團有限 公司)

“Zhuzhou Lince” Zhuzhou Lince Group Co., Ltd.* (株洲聯誠集團控股股 份有限公司)

“Zhuzhou Gofront Zhuzhou Gofront Equipment Co., Ltd.* (株洲九方裝備 Equipment” 股份有限公司)

“%” Percentage

* For identification purposes only.

By order of the Board CRRC Corporation Limited Liu Hualong Chairman

Beijing, the PRC 16 January 2019

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 and Mr. Sun Patrick.

—14—