ZHUZHOU CRRC TIMES ELECTRIC CO., LTD

Management System of Related Transactions

Chapter I General Provisions

Article 1 is to regulate Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as "the company" or

"The Company") related transactions, to ensure the fairness of related transactions, to safeguard the interests of small and medium-sized investors, and to improve the level of corporate governance, in accordance with the Company Law of the the People's Republic of China (hereinafter referred to as the "Company Law"), the the People's Republic of China Securities Law, the Code of Governance of Listed Companies and other relevant laws, administrative regulations, regulatory documents, and the relevant securities or stock listing rules of the stock exchange (including but not limited to the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Stock Exchange") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange")) (referred to as the "Stock Exchange Listing Rules" and "Science and Technology Innovation Board Listing Rules" respectively), "Shanghai Stock Exchange Listed Companies Self-Regulatory Guidelines No. 5-Transactions and Related Transactions" and "Zhuzhou CRRC Times" "Articles of Association of Electric Co., Ltd. (hereinafter referred to as" Articles of Association ") and other relevant regulations, develop this system.

Article 2 Transactions between the Company and related parties, except in accordance with the Rules Governing the Listing of the CRE Board and the Stock Exchange.

The Listing Rules may be exempted from consideration and disclosure in accordance with the methods of related transactions, and shall be reviewed in accordance with the provisions of this system and disclosed at the same time at home and abroad.

Article 3 This system is accompanied by two rules, namely, the rules for the management of related transactions (A shares) and the management of related transactions.

The Rules (H-shares) describe the special provisions of the Rules Governing the Listing of the CRE Board and the Rules Governing the Listing of the Stock Exchange, respectively, and supplement and explain the relevant provisions of this System.

Article 4 This system applies to the company and its subsidiaries included in the scope of the company's consolidated accounting statements (the following is brief.

referred to as "Subsidiaries"). For the purposes of this system, "company" means a company and, subject to the provisions of the securities regulatory rules of the place where the company's shares are listed, includes its subsidiaries.

Chapter II Basic Principles of Related Transactions

Article 5 The connected transactions of a company shall follow the following basic principles:

(I) the principles of good faith, equality, voluntariness, equivalence, openness and compensation;

(II) fair, just and equitable pricing principles;

(III) the principle of marketization and openness of related transaction operations;

The (IV) is in the overall interests of the Company's shareholders;

The transaction between the (V) company and the related party shall sign a written agreement to clarify the rights, obligations and legal responsibilities of both parties to the transaction;

(VI) related parties (for the purposes of this paragraph, including "related persons" as defined in the "Science and Technology Innovation Board Listing Rules" and "related persons" as defined in the "Stock Exchange Listing Rules", and according to the "Stock Exchange Listing Rules" Under certain circumstances, persons who have significant interests in the transaction to be voted) who directly or indirectly enjoy the voting rights of the company's shareholders meeting shall avoid voting, and the voting of such shareholders' meeting of the company must be by written vote;

(VII) directors who have any interest in the related party shall recuse themselves when the board of directors votes on the matter;

The board of directors of the (VIII) company shall judge whether the related transaction is beneficial to the company according to objective criteria, and shall employ professional appraisers and independent financial advisers if necessary;

(IX) comply with applicable laws, regulations and securities regulatory rules of the place where the company's shares are listed.

Article 6 The company shall take effective measures to prevent related parties from using any means (including but not limited to monopoly mining.

purchase and sales business channels, etc.) interfere with the company's operations, infringe on the company or cause the company's interests to favor it. The terms of the connected transactions shall be subject to normal commercial terms and shall not be inferior to the terms given by the Company to an independent third party or by an independent third party to the Company. The principle of prices or fees for related transactions shall not deviate from the standards of prices or fees charged by independent third parties in the market on the same or similar exchanges. The Company shall fully disclose the basis for pricing related transactions.

Article 7 The Company shall take effective measures to prevent shareholders and their related parties from transferring the Company's capital in various forms.

funds, assets and other resources that infringe on the interests of the Company and its shareholders as a whole.

Article 8 In view of the provisions of the Rules Governing the Listing of the Science and Technology Board and the Rules Governing the Listing of the Stock Exchange on related parties and related transactions.

If the transaction constitutes a connected transaction or a continuing connected transaction under the Rules Governing the Listing of the Stock Exchange only, but does not constitute a connected transaction or a continuing connected transaction under the Rules Governing the Listing of the Stock Exchange, it shall comply with the provisions of the Rules Governing the Listing of the Stock Exchange.

If the transaction constitutes a connected transaction or a continuing connected transaction only in accordance with the Listing Rules of the Stock Exchange but does not constitute a connected transaction under the Listing Rules of the Stock Exchange, it shall comply with the relevant provisions of the Listing Rules of the Stock Exchange. If the transaction constitutes both a connected transaction under the Rules Governing the Listing of the CRE Board and a connected transaction or a continuing connected transaction under the Rules Governing the Listing of the Stock Exchange, both the Rules Governing the Listing of the CRE Board and the Rules Governing the Listing of the Stock Exchange shall be complied with, subject to the more stringent requirements.

Chapter III Definition of Related Parties and Related Transactions

Article 9 The "related parties" of the company include the company's related legal persons, natural persons and other organizations, the specific package.

including "related persons" as defined in the Listing Rules of the Stock Exchange and "related persons" as defined in the Listing Rules of the Stock Exchange ".

Article 10 The term "connected transactions" as mentioned in this system mainly refers to the relationship between the company or its wholly-owned and controlled subsidiaries and the public.

One-time transactions or continuing transactions between related parties of the Company, specifically including "connected transactions" as defined in the Rules Governing the Listing of the Company and "connected transactions" or "continuing connected transactions" as defined in the Rules Governing the Listing of the Stock Exchange ".

Article 11 The Company shall formulate a list of related parties, in accordance with the "associated parties" as defined in the Rules Governing the Listing of the CRE Board.

persons "and" connected persons "as defined in the Listing Rules of the Stock Exchange, the names and nature of the Company's related parties are counted and the list is regularly updated.

Chapter IV Filing of Related Persons

Article 12 Directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares, actual control

persons and persons acting in concert with them shall promptly inform the Board of Directors of the Company in writing of their relationship with the Company.

Article 13 The company shall report and update in a timely manner in accordance with the requirements of the securities regulatory authority in the place where the company's shares are listed.

List of related persons and related relationship information.

Chapter V Decision-making authority for related transactions.

Article 14 The Company shall, in accordance with the business development and needs of its own and its wholly-owned and controlled subsidiaries and related parties.

Sign a related transaction agreement for a one-time related transaction, or sign a continuing related transaction framework agreement for a continuing routine related transaction.

In the case of continuing related transactions, the content of the related transaction framework agreement shall include the pricing principle and basis, the term of the agreement, the transaction price or the annual transaction ceiling, the total amount of the transaction or the specific method of determining the total amount, the payment arrangement, the rights and obligations of the parties to the transaction and other key terms. Under this continuing related transaction framework agreement, the Company will refer to past transactions and data and/or determine the content and amount of related transactions that will occur in the relevant year based on reasonable assumptions. After being approved by the board of directors of the company, the framework agreement on related transactions shall be submitted to the shareholders' meeting for deliberation and approval (if applicable) in accordance with the applicable provisions of the securities regulatory rules of the place where the company's shares are listed.

Article 15 In the case of continuing connected transactions, if a framework agreement for continuing connected transactions is to be considered by the shareholders' meeting and approved.

After that, it is deemed to approve all related transactions covered under the framework agreement within the transaction content and amount stipulated in the framework agreement or the annual transaction limit, so that there is no need to submit the specific transaction content under the framework agreement to the shareholders' meeting. And the relevant documents signed for consideration.

Article 16 If the main provisions of the framework agreement change significantly in the course of implementation or the expiration of the agreement is required.

To renew, the company shall submit the revised or to-be renewed framework agreement on continuing connected transactions to the independent non-executive directors and the board of directors for deliberation according to the total transaction amount or annual transaction ceiling involved in the framework agreement, and implement it after complying with the applicable provisions of the securities regulatory rules of the place where the company's shares are listed (including obtaining the approval of independent shareholders (if applicable)).

Article 17 In the event of a related transaction that exceeds the framework agreement for continuing related transactions, the company shall have a relationship with the related party.

A separate written agreement shall be entered into and submitted to the independent non-executive Directors and the Board of Directors for consideration, and shall be implemented in compliance with the applicable provisions of the securities regulatory rules of the place where the Company's shares are listed (including obtaining the approval of independent shareholders (if applicable)).

As required by the Stock Exchange from time to time, the independent non-executive directors of the Company are responsible for conducting quarterly reviews of specific continuing connected transactions of the Company and disclosing their opinions in the form of announcements.

Article 18 A connected transaction that meets one of the following conditions shall be examined and approved by the board of directors or the general manager:

1. In accordance with the requirements of the applicable percentage rate stipulated in the Listing Rules of the Stock Exchange from time to time, all ratios of related transactions are above 0.1 per cent (for transactions with related parties at the listed company level) or above 1 per cent (

Approval; less than 0.1 per cent (for transactions with related parties at the listed company level) or less than 1 per cent (for transactions with related parties at the subsidiary level), the transaction is exempt from disclosure and authorizes the decision of the general manager of the company;

2. Related party transactions with related natural persons with a transaction amount of more than RMB 300000 (except for the provision of guarantees); transactions with related legal persons account for more than 0.1 of the company's latest audited total assets or market value, and exceed RMB 3 million yuan Transactions (except for the provision of guarantees) shall be approved by the board of directors;

3. Related party transactions with related natural persons whose transaction amount is less than RMB 300000 (except for the provision of guarantees); transactions with related legal persons whose transaction amount is less than 0.1 of the company's latest audited total assets and market value, or less than RMB 3 million (except for the provision of guarantees) authorize the general manager of the company to decide.

4, for related parties to provide loans, compensation guarantees, guarantees, mortgages, gifts of cash assets, regardless of the amount, should be approved by the board of directors.

Article 19 A connected transaction that meets one of the following conditions shall be submitted to the shareholders' meeting after consideration by the board of directors (after separate

shareholders, if applicable) for approval:

1. A one-time connected transaction agreement or a continuing connected transaction framework agreement signed between the Company and a related party that must be approved by shareholders in accordance with the provisions of the securities regulatory rules of the place where the Company's shares are listed;

2. According to the applicable percentage rate stipulated in the Listing Rules of the Stock Exchange (for the calculation of the percentage rate, see the Administrative Rules of Related Transactions (H Shares), including asset ratio, income ratio, consideration ratio and equity ratio (if applicable), the same below) from time to time, the ratio of any one of the transactions is 5% or more;

3. The amount of related transactions accounts for more than 1% of the company's latest audited total assets or market value and exceeds RMB 30 million; the above transactions shall provide evaluation reports or audit reports. Related transactions related to day-to-day operations are exempt from audit or evaluation.

4. If the company provides guarantees for related parties, regardless of the amount, it shall be submitted to the shareholders' meeting for consideration, and the shareholders concerned shall abstain from voting at the shareholders' meeting.

The aforementioned connected transactions that need to be submitted to the shareholders' meeting for consideration shall be submitted to the independent non-executive board of directors for preliminary examination before being submitted to the board of directors for consideration and approval.

Chapter 6 Decision-making procedures for related transactions.

Article 20 Where a company or subsidiary intends to conduct related transactions with related persons of the company, it shall be in accordance with this system.

after the implementation of the decision-making process. The related transaction proposal submitted to the meeting for decision-making shall discuss the identity and relationship of the parties to the related transaction, the specific content of the related transaction, and the pricing policy., the necessity and feasibility of the transaction and the extent of the impact on the interests of the company and shareholders, so that the board of directors and/or shareholders can make an appropriately based decision, specifically by the company's functional department responsible for the related transaction.

Article 21 A written agreement shall be signed for related transactions between the company and related parties. Company Related Parties and

When a company signs an agreement involving a connected transaction, it shall take the necessary avoidance measures:

(I) any individual may only sign a related transaction agreement on behalf of one party;

(II) related parties shall not interfere in any form with the Company's decisions.

Article 22 The shareholders' meeting, the board of directors and the general manager of the company are the decision-making bodies for related transactions.

Approve related transactions within their respective authority.

Article 23 When the Board of Directors of the Company considers matters relating to connected transactions, the connected directors shall make a prior report to the Board of Directors.

The Company shall not disclose its interests and recuse itself from exercising its voting rights on the matter, nor shall it exercise its voting rights on behalf of other directors. The meeting of the board of directors shall be held in the presence of a majority of the unrelated directors, and the resolution of the board meeting shall be passed by a majority of the unrelated directors. Matters that are required to be approved by a vote of more than 2/3 directors of the board of directors in accordance with the Articles of Association shall be approved by a vote of more than 2/3 unrelated directors. If the number of unrelated directors present at the board of directors is less than three, the matter shall be submitted to the shareholders' meeting of the company for consideration.

The definition of affiliated directors referred to in the preceding paragraph is in accordance with the provisions of the Rules Governing the Listing of the Science and Technology Board or the Rules Governing the Listing of the Stock Exchange, and includes, but is not limited to, directors who have one of the following circumstances:

The (I) is the counterparty;

The (II) is the direct or indirect controller of the counterparty;

(III) work in the counterparty, or in a legal person or other organization that can directly or indirectly control the counterparty, or a legal person or other organization directly or indirectly controlled by the counterparty;

(IV) counterparty is an associate of the Director as defined in the Listing Rules of the Stock Exchange;

(V) are family members who are closely related to the natural persons listed in items (I) and (II) of this article (for details, please refer to the Rules Governing the Listing of the CRE Board and the relevant definitions in accordance with the Rules Governing the Listing of the Stock Exchange);

(VI) are family members who are closely related to the directors, supervisors or senior management of the legal persons or organizations listed in items (I) and (II) of this Article (for details, please refer to the relevant definitions in the Rules Governing the Listing of the CRE Board and the Rules Governing the Listing of the Stock Exchange);

Directors of the securities regulatory authority, the Shanghai Stock Exchange, the Stock Exchange or the company where the (VII) is listed, who have a conflict of interest with the company based on the principle of substance over form, which may affect their independent business judgment.

Article 24 The voting of the board of directors on related transaction matters shall be subject to the approval of unrelated directors (including independent directors.

non-executive director) and signed by the independent non-executive director of the company.

Article 25 Unless the related director has made a disclosure to the board of directors and the board of directors does not include it in the law.

The Company has the right to request the related director or other enterprise in which he or she works to cancel the relevant contract, transaction or arrangement, unless the related director or other enterprise in which he or she works is a bona fide third party.

Article 26 For related transactions that require the approval of the shareholders' meeting in Article 19 above, the shares of the company shall be listed according to the company.

According to the applicable provisions of the local securities regulatory rules, in addition to timely disclosure, the company shall set up an independent board committee for independent non-executive directors who do not have significant interests in the relevant transactions, and shall also employ intermediary institutions qualified to perform securities and futures related business as independent financial consultants to audit or evaluate the subject matter of the transaction and issue an independent financial consultant report to express their opinions for the reference of the independent board committee, as the basis for its judgment. Letters from the Independent Board Committee and the Independent Financial Adviser are also required to be included in the circular on the transaction for the information of the shareholders, who will be considered and approved by the Independent Shareholders at the shareholders' meeting.

Article 27 When the shareholders' meeting considers and votes on matters relating to connected transactions, connected shareholders shall not participate.

The number of voting shares it represents shall not be counted in the total number of valid voting rights. When the related shareholders are unable to avoid special circumstances, the company can vote in accordance with the normal procedures after obtaining the consent or exemption of the competent department. The company shall make a detailed explanation in the resolution of the shareholders' meeting, make special statistics on the voting of shareholders of non-related parties, and disclose it in the resolution announcement.

The definition of affiliated shareholders referred to in the preceding paragraph shall comply with the provisions of the Rules Governing the Listing of the Science and Technology Board or the Rules Governing the Listing of the Stock Exchange, including, but not limited to, shareholders with one of the following circumstances:

The (I) is the counterparty;

The (II) is the direct or indirect controller of the counterparty;

The (III) is directly or indirectly controlled by the counterparty;

the (IV) is an associate of the counterparty (as defined in the Listing Rules of the Stock Exchange);

The (V) and the counterparty are directly or indirectly controlled by the same legal person, natural person or other organization;

(VI) shareholders whose voting rights are restricted and affected due to the existence of unfulfilled share transfer agreements or other agreements with the counterparty or its affiliates;

Other shareholders with interests as prescribed by the securities regulatory authority, SSE and Stock Exchange of the place where the (VII) is listed;

Shareholders who are deemed by the securities regulator, the SSE and the Stock Exchange to be associated and/or connected persons or who may cause the interests of the Company to be tilted in favor of them by the securities regulator in the place where the (VIII) is listed.

Article 28 Voting on matters relating to connected transactions at the shareholders' meeting shall be conducted by other shareholders other than connected shareholders present at the meeting.

The approval of more than half of the voting rights held by the shareholders of the shareholders' meeting or their appointed representatives shall be valid.

Article 29 Independent non-executive directors shall have the right to the shareholders, actual controllers and their related parties of the company.

The company's existing or new significant borrowings or other financial transactions, and whether the company has taken effective measures to recover arrears matters to express an independent opinion to the board of directors or shareholders' meeting.

Chapter VII Disclosure of Related Transactions

Article 30 If a transaction between a company and a related party meets one of the following criteria, it shall be based on the company's stock.

Timely disclosure as required by the securities regulatory rules of the place of listing:

Transactions between (I) and related natural persons with a transaction amount of more than RMB 300000;

The transaction amount between the (II) and the related legal person accounts for more than 0.1 percent of the company's latest audited total assets or market value and exceeds RMB 3 million;

(III) connected or continuing connected transactions that are required to be disclosed under the Listing Rules of the Stock Exchange.

Article 31 The Company shall provide loans, compensation guarantees, guarantees, mortgages and cash gifts to related parties.

The assets, regardless of the amount, shall be disclosed in a timely manner after consideration and approval by the Board of Directors in accordance with the provisions of the securities regulatory rules of the place where the Company's shares are listed.

Article 32 A one-time related transaction agreement signed by the Company in accordance with the provisions of Article 14 of this System or

In addition to timely disclosure of the contents of related transactions or continuing related transactions that are not exempted under the Listing Rules of the Stock Exchange, the framework agreements for continuing related transactions shall also disclose the actual performance of such transactions in the annual report and state whether they comply with the provisions of the framework agreement.

Article 33 In accordance with the relevant provisions of the stock exchange of the place of listing, it may be exempted or exempted from related transactions.

The Company may, in accordance with the relevant regulations, exempt or exempt from consideration and disclosure in accordance with the relevant regulations.

Chapter VIII Supplementary Provisions

Article 34 Unless otherwise specified, the terms used in this system are the same as those in the Articles of Association.

The terms have the same meaning. If the matters not covered in this system or the contents of this system are inconsistent with the securities regulatory rules of the place where the company's shares are listed, the company law and other laws and regulations and the articles of association, the provisions of the above regulatory rules, laws and regulations and the articles of association shall prevail.

Article 35 This system and its amendments shall take effect from the date of the adoption of the resolution of the board of directors of the company.

Article 36 The Board of Directors of the Company shall be responsible for the interpretation of this system.

ZHUZHOU CRRC TIMES ELECTRIC CO., LTD

27 June 2024

ZHUZHOU CRRC TIMES ELECTRIC CO., LTD

Rules for the Administration of Connected Transactions (A Shares)

In order to regulate the related transactions of Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as the "Company") and protect the legitimate rights and interests of investors, especially small and medium investors, in accordance with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law" and "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" (hereinafter referred to as "Science and Technology Innovation Board Listing Rules") and other laws, regulations and regulatory documents, as well as "Zhuzhou The relevant provisions of the Articles of Association of CRRC Times Electric Co., Ltd. (hereinafter referred to as the" Articles of Association "), these Rules are formulated.

These rules are only applicable to the related party transactions of the company in the-share stock market, and the related party transactions of the company in the H-share stock market shall be separately stipulated by the company with reference to the securities listing rules of the stock exchange of Hong Kong.

Chapter I General Provisions

Article 1 The related persons of a company include related natural persons and related legal persons.

Article 2 A natural person, legal person or other organization under any of the following circumstances shall be a related person of the company:

(I) legal person or other organization that directly or indirectly controls the company;

(II) natural person who directly or indirectly holds more than 5% of the company's shares;

Directors, supervisors or senior managers of the (III) company;

(IV) family members who have a close relationship with the associated natural persons referred to in paragraphs (I), (II) and (III) of this article, including spouses, children who have reached the age of 18 and their spouses, parents and parents of spouses, brothers and sisters and their spouses, and spouses. Brothers and sisters, parents of children's spouses;

(V) legal persons or other organizations or other principal persons directly or indirectly holding more than 5% of the company's shares;

(VI) directors, supervisors and senior managers of legal persons or other organizations that directly or indirectly control the company;

(VII) is a legal person or other organization directly or indirectly controlled by an associated legal person or associated natural person listed in paragraphs (I) to (VI) of this article, or a legal person or other organization in which the aforementioned associated natural person (except for independent directors) serves as a director or senior manager, except for the company and its controlling subsidiaries;

(VIII) legal person or other organization that indirectly holds more than 5% of the shares of a listed company;

(IX) natural persons, legal persons or other organizations that the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the Shanghai Stock Exchange or the company has a special relationship with the company according to the principle of substance over form, which may cause the company's interests to be inclined to them.

If the company and the legal person or other organization directly or indirectly controlled by the legal person or other organization listed in item (I) of the preceding paragraph are controlled by the same state-owned assets supervision and administration agency, they shall not form an associated relationship, but the legal representative of the legal person or other organization, Except for the general manager (or president), the person in charge or more than half of the directors who concurrently serve as the company's directors, supervisors or senior managers.

Article 3 A legal person, other organization or natural person who has one of the following circumstances shall be regarded as the company's customs.

Associated persons:

(I) pursuant to an agreement or arrangement with the Company or its affiliates, after the agreement or arrangement becomes effective, or in the next 12Within a month, will have one of the circumstances specified in Article 2;

(II) has been in one of the situations specified in Article 2 in the past 12 months.

Article 4 Directors, supervisors, senior managers, shareholders holding more than 5% of the shares and actual controllers of the company.

and its concerted action, shall promptly submit to the company's board of directors a list of the company's affiliates and a description of the relationship.

Article 5 The related transactions referred to in these Rules refer to the company or its subsidiaries within the scope of its consolidated statements.

The transfer of resources or obligations between related persons listed in Articles 2 and 3 of these Rules includes, but is not limited to, the following transactions:

(I) purchase or sale of assets;

(II) foreign investment (except for the purchase of bank wealth management products);

(III) financial assistance;

(IV) guarantees;

(V) lease-in or lease-out of assets;

The (VI) entrusts or is entrusted with the management of assets and businesses;

(VII) donated or donated assets;

(VIII) claims and debt restructuring;

(IX) sign a license agreement;

(X) transfer or assignment of research and development projects;

(11) purchasing raw materials, fuel and power;

(12) selling products and commodities;

(13) Providing or accepting labor services;

(14) sales on commission or trust;

(xv) Deposits and loans in related person finance companies;

(16) Joint investment with related persons;

(17) Other matters that may result in the transfer of resources or obligations through the agreement.

Article 6 The Company shall not, directly or through its subsidiaries, provide loans to directors, supervisors or senior management.

paragraph.

Chapter II Decision-making procedures for related transactions.

Article 7 The company's proposed related transactions shall be proposed by the company's functional departments, and the motion shall be related to the association.

The specific matters of the transaction, the basis for pricing and the extent of the impact on the interests of the Company and its shareholders are described in detail.

Article 8 A connected transaction that meets one of the following conditions shall be examined and approved by the board of directors or the general manager:

1. Related party transactions with related natural persons with a transaction amount of more than RMB 300000 yuan (except for the provision of guarantees), and transactions with related legal persons account for more than 0.1 of the company's latest audited total assets or market value, and exceed RMB 3 million yuan Transactions (except for the provision of guarantees) shall be approved by the board of directors;

2. Related party transactions with related natural persons whose transaction amount is less than RMB 300000 (except for the provision of guarantee), transactions with related legal persons whose transaction amount is less than 0.1 of the company's latest audited total assets and market value, or transactions with less than RMB 3 million (except for the provision of guarantee) authorize the general manager of the company to decide.

3, for related parties to provide loans, compensation guarantees, guarantees, mortgages, gifts of cash assets, regardless of the size of the amount, should be approved by the board of directors.

Article 9 Related transactions that meet one of the following conditions shall be submitted to the shareholders' meeting after consideration by the board of directors (after independent

shareholders, if applicable) for approval:

The amount of the related transaction accounts for more than 1% of the company's latest audited total assets or market value, and exceeds RMB 30 million. Or the transaction does not meet the standards stipulated in this paragraph, but according to the requirements of the Shanghai Stock Exchange, an audit or evaluation report shall be provided.

For the audit or evaluation report referred to in the preceding paragraph, the closing date of the audited financial report shall not exceed 6 months from the date of use of the audit report, and the evaluation base date of the evaluation report shall not exceed 1 year from the date of use of the evaluation report.

The audit report and evaluation report stipulated in this article shall be issued by a securities service institution qualified to perform securities and futures-related business.

The subject matter of the transactions involved in the related transactions related to daily operations referred to in Article 5 (11) to (15) of these Rules may not be audited or evaluated.

Article 10 Where a company provides guarantees for related parties, it shall have reasonable business logic and shall be reviewed by the board of directors.

Prompt disclosure after the adoption of the meeting and submission to the shareholders' meeting for consideration.

Where a listed company provides a guarantee for the controlling shareholder, the actual controller and its associates, the controlling shareholder, the actual controller and their associates shall provide a counter-guarantee.

Article 11 When a company and a related party jointly contribute to the establishment of a company, the amount of the company's capital contribution shall be the transaction.

The amount shall be subject to the relevant provisions of Articles 8, 9 and 21 of these Rules.

When the company's capital contribution exceeds RMB 30 million and accounts for more than 1% of the company's latest audited total assets or market value, if all investors contribute in cash, and the proportion of equity of each party in the established company is determined according to the proportion of capital contribution, it may apply to the Shanghai Stock Exchange for exemption from the provisions submitted to the shareholders' meeting for deliberation.

Article 12 The Company shall prudently provide financial assistance or entrust financial management to related persons,

The amount incurred shall be used as the calculation standard for disclosure, and the relevant provisions of Article 8, Article 9 or Article 21 of these Rules shall apply to the cumulative calculation within 12 consecutive months.

Those who have fulfilled the relevant obligations in accordance with the provisions of these Rules shall no longer be included in the relevant cumulative calculation scope.

Article 13 The Company shall, in accordance with the principle of cumulative calculation within twelve consecutive months, divide the following transactions.

The provisions of Articles 8, 9 and 21 of these Rules shall apply:

(I) transactions with the same related person;

(II) transactions with different related persons in relation to the category of the subject matter of the transaction.

The above-mentioned same related person includes a legal person or other organization that is controlled by the same actual controller, or has an equity control relationship, or is a director or senior manager of the same natural person.

Those who have fulfilled the relevant obligations in accordance with the provisions of these Rules shall no longer be included in the scope of cumulative calculation.

Article 14 The Company intends to engage in connected transactions that must be submitted to the shareholders' meeting for consideration, and shall be subject to special approval by the independent directors.

Meeting to consider, after more than half of the company's independent directors agreed, submitted to the board of directors for consideration.

The opinion of the independent director shall be agreed by more than half of all independent directors and shall be disclosed in the announcement of connected transactions.

Article 15 When the Board of Directors of the Company considers matters relating to connected transactions, the connected directors shall abstain from voting and shall not

may exercise voting rights on behalf of other directors.

Such meeting of the Board of Directors may be held in the presence of a majority of the non-affiliated directors, and resolutions made at the meeting of the Board of Directors shall be approved by a majority of the non-affiliated directors. Matters that are required to be approved by a vote of more than 2/3 directors of the board of directors in accordance with the Articles of Association shall be approved by a vote of more than 2/3 unrelated directors. If the number of non-affiliated directors present at the meeting of the board of directors is less than three, the company shall submit the transaction to the shareholders' meeting for consideration.

The term "affiliated directors" as mentioned in the preceding paragraph includes the following directors or directors in any of the following circumstances:

The (I) is the counterparty;

The (II) is the direct or indirect controller of the counterparty;

(III) work in the counterparty, or in a legal entity or other organization that can directly or indirectly control the counterparty, or in a legal entity or other organization that is directly or indirectly controlled by the counterparty;

The (IV) is a close family member of the counterparty or its direct or indirect controller (see the provisions of Article 2 (4) of these Rules for the specific scope);

The (V) is a close family member of a director, supervisor or senior manager of the counterparty or its direct or indirect controller (see the provisions of Article 2 (4) of these Rules for the specific scope);

Directors whose independent business judgment may be affected (VI) the China Securities Regulatory Commission, Shanghai Stock Exchange or the company based on the principle of substance over form.

Article 16 When the shareholders' meeting of the Company considers matters relating to connected transactions, the connected shareholders shall abstain from voting and shall not

may exercise voting rights on behalf of other shareholders.

The term "affiliated shareholders" as mentioned in the preceding paragraph includes the following shareholders or shareholders in any of the following circumstances:

The (I) is the counterparty;

The (II) is the direct or indirect controller of the counterparty;

The (III) is directly or indirectly controlled by the counterparty;

The (IV) and the counterparty are directly or indirectly controlled by the same legal person or other organization or natural person;

(V) shareholders whose voting rights are restricted and affected due to the existence of unfulfilled equity transfer agreements or other agreements with the counterparty or its affiliates;

(VI) shareholders identified by the China Securities Regulatory Commission or the Shanghai Stock Exchange that may cause the company's interests to be tilted.

Article 17 The following transactions between the Company and its related persons may be exempted from entering into the following transactions in the form of related transactions.

line consideration:

(I) party subscribes in cash for shares, corporate bonds or corporate bonds, convertible bonds or other derivatives publicly issued by the other party;

(II) party, as a member of an underwriting syndicate, underwrites publicly issued stocks, corporate bonds or corporate bonds, convertible bonds or other derivatives of the other party;

(III) one party receives dividends, bonuses or remuneration in accordance with the resolution of the shareholders' meeting of the other party;

(IV) one party participates in the other party's public bidding or auction, except that it is difficult to form a fair price by bidding or auction;

Transactions that (V) the company's unilateral benefits, including the gift of cash assets, the acquisition of debt relief, the receipt of guarantees and grants;

The pricing of (VI) related transactions is stipulated by the state;

(VII) related parties provide funds to the company at an interest rate not higher than the benchmark interest rate for loans for the same period set by the People's Bank of China, and the company has no corresponding guarantee for this financial assistance;

(VIII) companies provide products and services to directors, supervisors and senior management on the same trading terms as those of unrelated persons;

(IX) other transactions recognized by the Shanghai Stock Exchange.

Article 18 If the related party transactions to be disclosed by the company belong to state secrets, trade secrets or other circumstances recognized by the exchange, and the performance of relevant obligations may cause the company to violate the relevant laws and regulations of the state or seriously damage the interests of the company, the company may apply to the Shanghai Stock Exchange for exemption from performing relevant obligations.

Article 19 The Shanghai Stock Exchange may, in accordance with the principle of substance over form, link the company with related parties.

If the transaction is deemed to be a connected transaction, the Company shall perform its disclosure obligations and review procedures in accordance with Article 8, Article 9 or Article 21 of these Rules.

Chapter III Disclosure of Related Transactions

Article 20 Transactions between the Company and related persons shall be subject to a written agreement, which shall be clear and specific.

body. The Company shall disclose the conclusion, modification, termination and performance of the Agreement in accordance with the relevant provisions of the CRE Listing Rules.

Article 21 Transactions between the Company and related persons (other than the provision of guarantees) meet one of the following criteria

should be disclosed in a timely manner:

Transactions between (I) and related natural persons with a transaction amount of more than 300000 yuan;

The transaction amount between the (II) and the related legal person accounts for more than 0.1 percent of the total audited assets or market value of the listed company in the latest period, and exceeds 3 million yuan.

Article 22 The company and its related parties shall carry out items (11) to (15) of Article 5 of these Rules.

When the listed daily related transactions, the corresponding decision-making procedures and disclosure obligations shall be fulfilled in accordance with the following provisions:

The (I) company may reasonably estimate the annual amount of daily connected transactions by category, perform the review procedure and disclose it; if the actual implementation exceeds the estimated amount, it shall re-perform the review procedure and disclose it in accordance with the excess amount;

(II) Company Annual Reportand semi-annual reports should disclose routine connected transactions in a classified and aggregated way;

If the term of the daily related transaction agreement signed between the (III) company and the related party exceeds three years, it shall re-perform the relevant review procedures and disclosure obligations every three years.

Article 23 When a company conducts transactions with related persons listed in Articles 17 and 18 of these Rules, it may

To avoid disclosure in the form of related transactions.

Chapter IV Supplementary Provisions

Article 24 Matters not covered in these Rules or laws, regulations,

If there is a conflict between the provisions of the Rules Governing the Listing of the Science and Technology Board or the Articles of Association, the provisions of the laws and regulations, the Rules Governing the Listing of the Science and Technology Board, the Articles of Association and the Company's Management System for Connected Transactions shall be followed.

Article 25 Unless otherwise specified, the terms used in these bylaws are the same as the Articles of Association, the Company's

These terms have the same meaning in the Associated Transaction Management System.

Article 26 These Rules and their amendments shall take effect from the date of adoption of the resolution of the Board of Directors of the Company.

Article 27 The Board of Directors of the Company shall be responsible for the interpretation of these Rules and their amendments.

ZHUZHOU CRRC TIMES ELECTRIC CO., LTD

Rules for the Administration of Related Transactions (H Shares)

Article 1 In order to further supplement the provisions of the Listing Rules of the Stock Exchange relating to connected transactions, these details are formulated.

Then, on the "Zhuzhou CRRC Times Electric Co., Ltd. Related Transaction Management System" (

The relevant provisions of the "Management System for Connected Transactions") are explained and supplemented.

Article 2 Unless otherwise expressly stated, the terms of these Rules are consistent with the "Management System for Connected Transactions" and shall come into force from time to time.

Chapter 14A (Connected Transactions) of the Listing Rules of the Stock Exchange has the same meaning.

Article 3 "Connected persons" shall include:

Directors, chief executives, supervisors or principal shareholders of (I) companies and/or their subsidiaries.

(I. e., a person entitled to control or exercise 10% or more of the voting rights of the company);

(II) persons who have been directors of the Company and/or its subsidiaries in the past 12 months;

(III) the above (I) to the (II) person's "contact" (as defined in the Stock Exchange.

Rules);

(IV) a "related subsidiary" (as defined in the Listing Rules of the Stock Exchange); and

(V) "deemed to be a connected person" (as defined in the Listing Rules of the Stock Exchange).

Article 4 "Connected transactions" include, but are not limited to, the following "transactions" (as defined in the Joint Transactions in force from time to time.

Chapter 14A (Connected Transactions) of the Listing Rules of the Exchange):

any transaction between the (I) company and/or its subsidiaries and connected persons;

A transaction between a (II) company and/or its subsidiaries and an unrelated person that involves

and the acquisition of a company by the Company and/or its subsidiaries (each a "Target")

of interest, and the principal shareholder of the target company (I. e., the right to control or exercise

persons with 10% or more voting rights):

(I) is (or intends to be) a director of the company and/or its subsidiaries,

The top executive or controlling shareholder (I. e., can control or exercise 30% or more.

a person who has the right to vote on or controls the composition of a majority of the board of directors)

(the Directors, Chief Executive or Controlling Shareholder collectively, the "Controller");

or

(ii) is (or will become as a result of the transaction) a controller (or proposed controller.

the right person).

(III) company and/or its subsidiaries provide/receive financial information from

assistance (including granting of credit, lending of funds, provision of indemnity guarantees in respect of loans, guarantees

or mortgage):

(I) a connected person; or

(ii) "jointly held entity" (as defined in the Rules Governing the Listing of Stock Exchange).

Article 5 According to the Listing Rules of the Stock Exchange, "percentage rate" means the rate calculated as follows,

Numbers expressed as percentages:

Total value of assets involved in the transaction

(a) Asset Ratio: Total Consolidated Assets of Listed Companies

The profit attributable to the assets involved in the transaction.

(B) Earnings ratio: consolidated earnings of listed companies

Income attributable to the assets involved in the transaction.

(c) Earnings ratio: consolidated earnings of listed companies

Total value of consideration to be paid

(d) Cost ratio:

Total market value of listed companies

Note: The total market value of a listed company is the average closing price of the company's securities as set out in the daily statements of the Stock Exchange for the five business days preceding the relevant trading date.

Number of shares proposed to be issued by a listed company as transaction consideration

(e) Equity ratio: total number of shares issued by the listed company prior to the transaction.

Note: The equity ratio applies only to certain transactions involving the issuance of additional listed shares by a listed company as payment for the relevant consideration. In calculating the equity ratio, the value of the company's debt capital (if any) must not be included; debt capital includes any preference shares.

Article 6 If there are abnormal results in the calculation of the relevant percentage rate or if the calculation is not suitable for application in the public.

Within the scope of the company's business, the company may apply to the Stock Exchange to ignore the relevant calculations and/or adopt.

Other relevant scale indicators (including tests used by specific industries) are substituted.

Article 7 In accordance with the Listing Rules of the Stock Exchange and the Management System for Connected Transactions, in respect of the relevant transactions,

Connected Transactions or Continuing Connected Transactions on Ordinary Commercial Terms or Better Terms shall be

When calculated at the applicable percentage rate (I. e., size test) (except for profitability ratios).

Determine the different requirements to be followed (see table below):

Class Required Notice, Annual Review (Circular only and

All percentage rates apply to continuing connected independent shareholder approval

(except earnings ratio) easy) and annual report

Less than 0.1 per cent;

(I) Minimum? Less than 1%, and the person connected to the transaction is only connected to the transaction.

has a relationship with a subsidiary of an exempt aquatic company; or

Less than 5%, and the total cost (or not needed for continuous closure

Ping 1?

even transactions, annual consideration) less than 300

HK $10,000

? less than 5%; or

(ii) the most

Low exemption? Less than 25%, and the total cost (or no need for continuous closure.

even transactions, by annual consideration) less

Level 2 HK $10 million

(iii) transactions not in categories (I) or (ii) above require

Note: The Stock Exchange will combine a series of transactions with transactions completed or related within 12 months.

and to determine the category to which it belongs.

Article 8 The Board of Directors of the Company shall be responsible for the interpretation of these Rules.