Zhuzhou CRRC Times Electric Co., Ltd

The first extraordinary shareholders' meeting in 2024

Meeting Materials

December 2024

Zhuzhou CRRC Times Electric Co., Ltd

2024 First Extraordinary Shareholders' Meeting Meeting Catalogue

Proposal 1: Proposal on changing the type of company ...... 2. Proposal 2: Regarding the signing of the "2024 to 2027 Finance" between the Company and CRRC Finance Co., Ltd

Service Framework Agreement" and the proposal of the expected daily related party transactions...... 3

Proposal 1: Proposal on changing the type of company

Dear Shareholders and Shareholder Representatives,

On October 30, 2024, Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as "Gong

The 13th meeting of the 7th session of the board of directors deliberated and passed the "Proposal on Changing the Type of Company". The content of the proposal is now submitted to the company's shareholders' meeting for deliberation, the details are as follows:

In accordance with the provisions of the Foreign Investment Law of the People's Republic of China, the Regulations for the Implementation of the Foreign Investment Law of the People's Republic of China and other laws, regulations and normative documents, the company intends to apply to the market supervision and administration department to change the type of enterprise to "joint stock limited company (Hong Kong, Macao and Taiwan investment, listing)". The above changes are subject to the final approval of the market supervision and administration department.

It is hereby submitted to the shareholders' meeting of the company for deliberation, and the shareholders' meeting is requested to authorize the company's management and relevant personnel to handle matters related to industrial and commercial changes.

Proposal 2: Regarding the signing of the "Financial Services Framework Agreement from 2024 to 2027" between the Company and CRRC Finance Co., Ltd. and the expected daily related party transactions

motion

Dear Shareholders and Shareholder Representatives,

On October 30, 2024, Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as "Gong

The 13th meeting of the 7th session of the Board of Directors of the Company reviewed and approved the > on the signing of the Financial Services Framework Agreement between the Company and CRRC Finance Co., Ltd. for the

1. Basic information on related party transactions

(1) Overview of related party transactions

On August 23, 2024, the Company entered into an agreement with CRRC Finance Co., Ltd. (hereinafter referred to as "CRRC

Finance Company") entered into the Financial Services Framework Agreement for 2024-2025 (the "Original Agreement

The original agreement period is from September 1, 2024 to August 31, 2025. Due to the business development

In order to help the Company further improve the efficiency of capital use, capital operation and allocation capabilities, prevent capital risks, reduce financing costs and financing risks, improve the Company's capital returns, maximize capital benefits, and obtain safe and efficient financial management services, the Company and CRRC Finance Co., Ltd. hereby sign the Financial Services Framework Agreement for 2024 to 2027 (the "New Agreement"), which will last for a period of 3 years from the date of approval by the Company's shareholders' meeting. The new agreement shall take effect after the approval of the shareholders' meeting.

(2) Deliberation procedures for the performance of related party transactions

On October 30, 2024, the Company held the seventh meeting of the Audit Committee of the 7th Board of Directors

The "Proposal on the Signing of the Financial Services Framework Agreement >between the Company and CRRC Finance Co., Ltd. for the < of 2024-2027 and the Expected Daily Related Party Transactions" was deliberated and approved, and the members of the Audit Committee unanimously agreed

The motion. On the same day, the company held the third special meeting of independent directors of the seventh board of directors

4 independent directors participated in the meeting, and with 4 votes in favor, 0 votes against and 0 abstentions, the "Guan" was deliberated and passed

The Company and CRRC Finance Co., Ltd. signed the <2024-2027 Financial Services Framework Agreement> and the Proposal for Expected Routine Connected Transactions. The independent non-executive directors of the company unanimously believe that CRRC Finance Company, as a non-bank financial institution approved by the former China Banking and Insurance Regulatory Commission (now the State Financial Supervision and Administration Administration), provides financial services to the company within its business scope in accordance with the provisions of relevant laws, regulations and normative documents, and this transaction is conducive to improving the company's capital use efficiency, improving the overall deposit income, reducing financing costs and financing risks, and reducing settlement costs, which is in line with the company's business development needs. The pricing is fair and the transaction ceiling is fair and reasonable, there is no harm to the interests of the company and non-affiliated shareholders, especially small and medium-sized shareholders, and the content of the agreement complies with the provisions of relevant laws, regulations and normative documents. The Financial Services Framework Agreement 2024 to 2027 and the transactions contemplated thereunder are entered into in the ordinary and ordinary course of business of the Company and are conducted on general commercial terms or better commercial terms, and the terms and the respective annual transaction caps for deposit services, credit facilities and other financial services are fair and reasonable and in the interests of the Company and its shareholders as a whole. The independent non-executive directors of the Company unanimously agreed to submit the proposal to the Board of Directors for consideration.

On the same day, the company held the thirteenth meeting of the seventh session of the board of directors to deliberate and pass the "Proposal on the > of the Financial Services Framework Agreement for 2024 to 2027 and the Expected Daily Related Party Transactions between the Company and CRRC Finance

On the same day, the Company held the 9th meeting of the 7th Board of Supervisors to deliberate and approve the > on the signing of the Financial Services Framework Agreement for 2024 to 2027 between the Company and CRRC Finance Co., Ltd. for the < periodand the proposal of the expected daily related party transactions", when the above proposal was deliberated, 1 affiliated supervisor abstained from voting, and 3 non-affiliated supervisors unanimously agreed to the above proposal.

(3) The estimated amount and category of the daily related party transaction

According to the Financial Services Framework 2024-2027 signed between the company and CRRC Finance Company

Agreement", the company and CRRC Finance Co., Ltd. to carry out financial services related party transactions are expected to be as follows:

1. Deposit services: During the validity period of the Financial Services Framework Agreement 2024-2027,

The maximum daily total deposits (aggregate RMB deposits and foreign currency deposits (equivalent to RMB) and accrued interest with, held by the Company and/or any member of the Group of Companies with CRRC Finance shall not exceed RMB2 billion.

2. Credit services: During the validity period of the Financial Services Framework Agreement 2024-2027,

The maximum daily loan amount (aggregate RMB loan and foreign currency loan (equivalent RMB), including accrued interest) of the Company and/or any member of the Group of Companies from CRRC Finance Company, shall not exceed RMB2 billion.

3. Other financial services: valid under the Financial Services Framework Agreement 2024-2027

During the period, the service fee charged by CRRC Finance Company for the provision of other financial services to the Company and/or any member of the group of companies did not exceed RMB10 million for the relevant year.

2. Basic information and relationship of related persons

(1) Basic information on related persons

Company name: CRRC Finance Co., Ltd

Company Type: Other Limited Liability Company

Legal representative: Dong Xuzhang

Registered capital: 320,000 RMB

Date of Establishment: November 30, 2012

Residence: 1-5 floors, annex building, Building 15, Fangchengyuan District 1, Fengtai District, Beijing

Business Scope: Licensed Projects: Corporate Group Financial Company Services. (Projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments) (shall not engage in business activities prohibited and restricted by national and municipal industrial policies.) ）

Controlling shareholders: CRRC Co., Ltd. (hereinafter referred to as "CRRC") holds 91.36% of the shares, and CRRC Group Co., Ltd. (hereinafter referred to as "CRRC") holds 8.64% of the shares.

Key financial data for 2023: operating income of RMB 710,937,300, total assets

It was RMB4,671,071.19 million, with net assets of RMB436,458.99 million and net profit of RMB224,900,200.

(2) Affiliation with the Company

CRRC Finance Co., Ltd. is an enterprise controlled by CRRC, the indirect controlling shareholder of the Company. In accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the "Listing Rules of the SSE Science and Technology Innovation Board"), CRRC Finance Company is a related person of the Company. CRRC Finance Company is also a connected person of the Company pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").

(3) Analysis of performance capacity

CRRC Finance Company is not a judgment defaulter, its business conditions are good, and all businesses can be carried out in strict accordance with the internal control system and process, and no major risks occur; The business operation is legal and compliant, the management system is sound, the risk management is effective, and the performance ability is good.

3. The main content of related party transactions

(1) The subject of the agreement:

Party A: the Company (on behalf of itself and its affiliates);

Party B: CRRC Finance Company.

(2) Service content:

1. Deposit Services:

(1) Party A opens a deposit account with Party B, and deposits funds into the deposit account opened with Party B in the form of demand deposit, time deposit, notice deposit, agreement deposit, etc., in accordance with the principle of free access and withdrawal; Demand deposits can enjoy the interest rate of all agreed deposits without retention limit; Confirmations, certificates of deposit, credit certificates, account management fees, etc. are free of charge.

(2) Party A's deposit with Party B shall not be lower than the interest rate applicable to the same type of deposit service provided by major commercial banks in China to Party A; At the same time, it shall not be lower than the interest rate set by Party B to absorb the same type of deposits of each member unit of CRRC Group; Without violating the mandatory regulations of the regulatory authorities, it is higher than the benchmark interest rate of similar deposits issued by the People's Bank of China in the range of 15%-50% (RMB three-year fixed

Not applicable to futures and foreign currency deposit products).

(3) The commercial terms (including charging rates) of deposits and other daily transactions provided by Party B to Party A shall not be inferior to the terms provided by major commercial banks in China to Party A for providing similar services, and shall not be inferior to the terms provided by Party B to other members of CRRC Group.

(4) Party B shall ensure the safety of Party A's deposits, and Party B promises that Party A's deposit funds will be used for Party A's capital needs first, and will be paid in full and in a timely manner when Party A puts forward capital needs. If Party B fails to pay the deposit to Party A on time and in full, Party A shall have the right to terminate the Financial Services Framework Agreement 2024 to 2027, and may offset the deposit payable by Party B to Party A and Party A's loan (if any) with Party B in accordance with the law, and recover the difference (if any) and compensation.

2. Credit Services:

(1) The credit services provided by Party B to Party A include but are not limited to working capital loans, fixed asset loans, accounts receivable factoring, bill discounting, bill acceptance, letter of guarantee and other credit businesses.

(2) The credit service business obtained by Party A from Party B shall be subject to loan interest in accordance with the relevant requirements of the self-discipline mechanism of market interest rate pricing, and on the basis of the loan market prime interest rate, not higher than the same type of loan interest rate of the main independent commercial bank where Party A is located, and not higher than the same type of loan interest rate (whichever is lower) provided by Party B to other CRRC Group members with the same credit level. When Party B provides loan services to Party A, the loan interest rate shall be implemented with reference to the loan market quotation rate (LPR) standard published by the National Interbank Lending Center authorized by the People's Bank of China, and the loan interest rate may be reduced by a certain percentage if it complies with the provisions of laws and regulations.

(3) If the credit business applied by Party A in Party B meets the credit handling conditions, Party A does not need to provide any property guarantee.

(4) The bill acceptance business provided by Party B for Party A shall be exempted from handling fees, and the deposit shall be exempted if it meets the conditions for credit processing.

(5) The rate at which Party B issues a letter of guarantee for Party A shall not be higher than the rate determined by the major domestic commercial banks providing Party A with the same type of credit business.

3. Settlement service:

Party B provides Party A with free settlement services, and provides real-time query and statistics of account balance and transaction details.

4. Other financial services:

(1) Under the premise of complying with relevant national laws and regulations, Party B will provide Party A with other financial services within its business scope, including but not limited to financial advisory, credit verification and related consulting and agency business in accordance with Party A's instructions and requirements; Handling entrusted loans and bond underwriting; That is, forward foreign exchange settlement and sales, that is, forward foreign exchange trading, etc.

(2) The fees charged by Party B to Party A for the provision of other financial services shall comply with the charging standards stipulated by the People's Bank of China and the State Administration of Financial Supervision for such types of services, and shall not be higher than the fees charged by major domestic commercial banks for similar financial services; and the fees charged by Party B for providing similar financial services to other members of CRRC Group.

Subject to the Financial Services Framework Agreement 2024 to 2027, Party A and:

Party B shall further enter into specific contracts/agreements to stipulate specific transaction terms for the provision of relevant specific financial services, and such specific contracts/agreements must comply with the principles, terms and relevant laws and regulations of the Financial Services Framework Agreement 2024 to 2027.

(3) Risk assessment and control measures:

1. Before the deposit business occurs, Party B shall provide its latest audited annual financial report and risk indicators and other necessary information, and provide financial statements and risk indicator information on a regular basis (every six months).

2. During the existence of financial services, Party B is obliged to cooperate with Party A to carry out continuous dynamic supervision and risk assessment, cooperate with Party A to issue a continuous risk assessment report and disclose it, and allow Party A's auditors to check the relevant accounts and records so that it can meet the requirements of the listing rules and relevant laws and regulations of the place where it is listed.

3. Party B implements internal control evaluation on an annual basis, and establishes an internal control system and risk monitoring indicators to ensure the safe operation of fund settlement network, so as to ensure the safe and stable operation of fund management, control capital risks, and meet the withdrawal needs of Party A's deposited funds.

4. Party A adopts Party B's services in accordance with the principle of voluntary and non-exclusive, and Party B is only one of the financial institutions that provides services to Party A.

5. Party B will strictly abide by the relevant laws and regulations and the regulations imposed by the regulatory authorities to ensure the safety of Party A's funds, including the regulations of the State Administration of Financial Supervision and other regulatory authorities.

6. In the event of any of the following circumstances, Party B shall notify Party A in a timely manner:

(1) Party B violates the provisions of Articles 21, 22 or 23 of the Measures for the Administration of Financial Companies of Enterprise Groups;

(2) any of Party B's regulatory indicators do not meet the requirements stipulated in Article 34 of the Measures for the Administration of Financial Companies of Enterprise Groups;

(3) Party B has a run on deposits, failure to pay due debts, overdue loans or guarantee advances, serious failure of the trading system, robbery or fraud, serious violations of discipline by directors or senior management, criminal cases and other major matters;

(4) The occurrence of major institutional changes, equity transactions or operational risks that may affect the normal operation of Party B;

(5) Party B's shareholders have not repaid Party B's liabilities for more than 1 year;

(6) Party B has a serious payment crisis, or the business of non-group (contingent) liabilities such as interbank lending and bill acceptance is overdue for more than 5 working days due to Party B's reasons;

(7) Party B's loss in the current year exceeds 30% of the registered capital or the loss exceeds the note for 3 consecutive years

10% of the registered capital;

(8) Party B, Party B's controlling shareholder, actual controller and other related parties have major credit risk events (including but not limited to open market bonds overdue for more than 7 working days, large amount of guarantee compensation, etc.);

(9) Party B is subject to administrative punishment by the State Administration of Financial Supervision and Administration and other regulatory authorities for violating laws and regulations;

(10) Party B is ordered by the State Administration of Financial Supervision and Administration and other regulatory authorities to carry out rectification;

(11) Other matters that may bring potential safety hazards to Party A's deposited funds.

(4) Effectiveness and term of the agreement: It shall come into force after being signed by both parties, going through relevant legal procedures and complying with the requirements of the listing rules of Party A's listing place, and shall be valid for 3 years from the date of approval by Party A's shareholders' meeting. Under the premise of complying with relevant laws and regulations and the listing rules of Party A's listing place, the renewal may be granted with the written consent of both parties. The Financial Services Framework Agreement 2024 to 2025 automatically terminates from the effective date of the Financial Services Framework Agreement 2024 to 2027.

Fourth, the purpose of daily related party transactions and the impact on listed companies

(1) The company signed the "Financial Services from 2024 to 2027" with CRRC Finance Co., Ltd

The framework agreement is an important means for the company to rationally use resources and reduce operating costs, which is conducive to the company to further improve the efficiency of capital use, capital operation and allocation capabilities, prevent capital risks, reduce financing costs and financing risks, improve the company's capital returns, maximize capital benefits, and facilitate access to safe and efficient financial management services. At the same time, CRRC Finance Company, as a settlement platform, is conducive to obtaining convenient and efficient settlement services between the company and its subsidiaries and CRRC Group, reducing the transit time of funds and accelerating capital turnover.

(2) The related party transaction is fair and reasonable, and has no negative impact on the company's ability to continue operations, profit and loss and asset status. There is no behavior that harms the interests of the company and all shareholders, especially small and medium-sized shareholders. The Company and its related parties are independent in terms of business, personnel, finance, assets, institutions, etc., and this related party transaction will not affect the independence of the Company, and the Company will not rely on related parties as a result.

It is now submitted to the company's shareholders' meeting for deliberation, and related shareholders will abstain from voting.