securities code: 688187 (a shares) securities abbreviation: times electric (a shares) announcement number: 2023-035

Stock code: 3898(H shares) Stock abbreviation: Times Electric (H shares)

the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.

Important Note:

● Project name: Hunan Zhongche Electric Drive Technology Co., Ltd. (tentative name, subject to industrial and commercial registration, hereinafter referred to as "Hunan Zhongche Electric Drive" or "Joint Venture")

● Investment amount: RMB 832.974944 million (unless otherwise specified, the currencies referred to in this announcement are RMB)

● this foreign investment does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies.

● Relevant risk warning: As of the date of disclosure of this announcement, the joint venture company has not yet been established, and the name, place of registration, and business scope of the joint venture company still need to be approved by the market supervision and management department and other competent authorities, and there is uncertainty. After the establishment of the joint venture, business development may face strategic risks, operational risks, market risks, financial risks, legal risks, but the overall risk can be controlled.

● This project has been reviewed and approved at the second meeting of the company's seventh board of directors and does not need to be submitted to the company's general meeting of shareholders for review.

Overview of 1. Outward Investment

1. Basic information on project investment

In order to seize development opportunities, effectively promote the sustainable and healthy development of the new energy passenger vehicle electric drive industry, build the core advantages of the whole industry chain of "device + component + system" of new energy passenger vehicle electric drive, and improve the comprehensive competitiveness. At the same time, through the simultaneous implementation of employee stock ownership, to achieve the deep binding of industrial development and core key employees, in order to stimulate the enthusiasm of cadres and employees to start a business, the company plans to international GmbH (Haofer Powertrain International Co., Ltd., with hofer powertrain, hereinafter referred to as "Haofuer International"), Guangxi Minsheng Electric Drive New Energy Investment Partnership (Limited Partnership) (hereinafter referred to as "Minsheng New Energy") and employee shareholding platform jointly set up Hunan Zhongche Electric Drive as a new energy passenger car electric drive industry development platform with a registered capital of 1,000 million yuan. Among them, Times Electric contributed 832.974944 million yuan (including 544.4186 million yuan and 288.556344 million yuan in cash) in total in assets and currency, holding 83.2975 percent of the shares. Haofuer International uses its existing 39% stake in Wuxi Zhongche Haofuer Powertrain Co., Ltd. (hereinafter referred to as "Wuxi Zhongche Haofuer") to contribute 1.7125 percent of the shares. Minsheng New Energy contributed 49.9 million yuan in currency, holding 4.99 percent of the shares; the employee shareholding platform is funded by 100 million yuan in currency and holds 10% of the shares.

2. Decision-making and approval procedures for this outward investment

On August 1, 2023, the company held the second meeting of the seventh board of directors to review and approve the "Proposal on the New Establishment of Hunan Zhongche Electric Drive Technology Co., Ltd.". This project does not need to be submitted to the company's shareholders meeting for deliberation.

3. this foreign investment does not belong to the related party transactions and major asset restructuring matters.

2. Partner Presentation

(I) Haofur Powertrain International Co., Ltd.

Company Name: Hoffel Powertrain International Co., Ltd.

company introduction: hofer group is an international engineering company with many research and development centers. it was founded in Germany in 1980. its companies have more than 30 years of professional background in the automotive field and more than 800 employees worldwide. As the leading R & D partner in the automotive industry, in addition to the powertrain business field, the German hofer Group also provides customers with a wide range of technical services in the new energy vehicle business field, including the hybrid module of the hybrid system, the development of hybrid core components, Key technologies such as the development and system integration of the entire electric drive system of electric vehicles. The development, manufacture and industrialization of the powertrain system, combined with testing and measurement technology, have formed the core technical competitiveness of the German Hofer Group. Hofer International, a wholly owned subsidiary of Germany's Hofer Group in Austria, is the platform company primarily responsible for managing its powertrain business worldwide.

company address: 21st ulrich town industrial park, Steyer, Austria

Date of Establishment: November 7, 2015

Legal Representative: Johann Paul Hofer

(II) Guangxi Minsheng Electric Drive New Energy Investment Partnership (Limited Partnership)

enterprise name: Guangxi Minsheng electric drive new energy investment partnership (limited partnership)

Address: 6th Floor, Guozi Building, No.1 Binjiang East Road, Liuzhou

Managing Partner: Tianhou Private Equity Management (Guangdong) Co., Ltd.

Minsheng Equity Investment Fund Management Limited

contribution: 60 million yuan

Business Type: Limited Partnership

Date of Establishment: 9 June 2023

Business scope: general items: engaging in investment activities with its own funds; engaging in equity investment, investment management, asset management and other activities with private equity funds (business activities can only be engaged after registration and filing with the China Securities Investment Fund Industry Association). (except for projects subject to approval according to law, independently carry out business activities according to law with business license)

as of the disclosure date of this announcement, the people's livelihood new energy set up time is very short, there is no financial data.

(III) Employee Stock Ownership Platform

about 120 management and core key employees of Hunan zhongche electric drive will set up an employee stock ownership platform through the establishment of 3 limited partnerships and 1 investment management limited liability company. the employee stock ownership platform plans to subscribe 10% of the registered capital of Hunan zhongche electric drive, totaling 100 million yuan. The source of funds for the shareholding employee to subscribe to the partnership's capital contribution is the employee's self-financing. There is no relationship between the employee shareholding platform and Time Electric.

as of the disclosure date of this announcement, the employee stock ownership platform has not been set up, there is no financial data.

Basic situation of 3. joint venture

1. name of the company to be established: hunan zhongche electric drive technology co., ltd.

2. registered capital: 1,000 million yuan

3. registered address: shifeng district, Zhuzhou city, Hunan province

4, the nature of the company: limited liability company

5. business scope: general items: manufacturing of auto parts and accessories; research and development of auto parts; wholesale of auto parts; research and development of motors and their control systems; motor manufacturing; manufacturing of electronic (gas) physical equipment and other electronic equipment; manufacturing of electronic components and electromechanical components; wholesale of electronic components; manufacturing of gears and gear reduction and gearboxes; sales of gears and gearboxes; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; engineering and technology research and experimental development; basic software development; import and export of goods; import and export agency; technology import and export. (except for projects subject to approval according to law, independently carry out business activities not prohibited or restricted by laws and regulations)

6, equity structure:

7. source of capital contribution: time electric own assets and own funds

4. the asset evaluation, pricing and funding methods involved in this project

according to the asset evaluation report issued by Beijing zhongqihua asset evaluation co., ltd. and filed by China car group, taking August 31, 2022 as the evaluation base date, the assets to be invested by times electric automobile division and all the shareholders' equity of Wuxi zhongche haofuer power assembly co., ltd. were evaluated respectively by using the asset basis method and the income method. After analysis, the results of the asset-based approach were finally selected as the conclusion of the assessment.

the book value of the assets to be contributed by the era electric automobile division is 377.6159 million yuan and the assessed value is 544.4186 million yuan.

The book value of Wuxi Zhongche Haofur is 37.6732 million yuan, the appraised value is 43.9104 million yuan, and the corresponding value of its 39% equity interest held by Haofur International is 17.125056 million yuan.

There are no mortgages, pledges or other third-party rights, major disputes, litigation or arbitration matters, or judicial measures such as seizure or freezing of the above-mentioned assets.

Key audited financial data of Wuxi Zhongche Haofer for the last year

Unit: ten thousand yuan

Shareholding Structure of Wuxi Zhongche Haofur:

No car latest issue. 74 China Car Times Electric (Hong Kong) Co., Ltd. has a 49% shareholding, Holfr International has a 39% shareholding, and Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) has a 12% shareholding.

CNR Times Electric (Hong Kong) Limited and Wuxi Huicheng Yuanda Investment Partnership (Limited Partnership) have both waived their right of first refusal to Wuxi CNR Haofur.

5. project necessity and feasibility analysis

(I) Project Necessity

1. It is conducive to giving full play to the advantages of the whole industry chain and accelerating the promotion of comprehensive competitiveness

From the perspective of the development of the new energy passenger car electric drive industry, the trend of integration is inevitable. Through the implementation of this project, we can really give full play to the strategic advantages of the whole industry chain of electric drive and rapidly enhance the comprehensive competitiveness; at the same time, we can strengthen the leading power of the times electric to the industrial development.

2, is conducive to enhance the core competitiveness of the industry

Through the implementation of this project, the internal decision-making speed of the electric drive industry can be improved, and the industrial development ability can be quickly consolidated; strengthening the collaborative integration of marketing can also improve the market development ability and quickly respond to market changes; it will help to enhance the attractiveness of human resources in the industry.

(II) project feasibility

1, in line with the national strategy and the policy orientation of state-owned enterprises

New energy vehicles are a pillar industry to promote a new round of scientific and technological revolution, industrial transformation and ecological civilization construction. This project is in line with the national strategy of industrial development, and is a key measure for the new energy passenger vehicle electric drive industry of Times Electric to firmly build the core advantages of the whole industry chain of "devices + components + systems", and rapidly enhance the comprehensive competitiveness; at the same time, it can implement relevant business strategies, rapidly promote the passenger car electric drive industry to become bigger and stronger, and establish a more flexible and efficient market-oriented operation mechanism.

2, in line with industry market trends and enterprise development needs

From the perspective of industry development rules, the trend of integration is inevitable. Customer needs such as high integration, high efficiency, high speed, light weight, and low cost drive rapid iteration of electric drive. The promotion of this project is in line with the market trend of the industry and the needs of the enterprise's own development.

In summary, this project is in line with national regulations, policies and industrial development plans. It is of great significance for Times Electric to expand and strengthen the new energy passenger car electric drive industry. It is conducive to improving operating efficiency, attracting core talents, and improving its core competition. force. No matter from the analysis of the conditions for the implementation of the project, or from the consideration of the economic and social benefits generated by the project, the implementation of this project is not only highly necessary, but also practical.operability and feasibility.

6. the impact of this project on listed companies

this project is conducive to building the layout of the whole industrial chain of electric drive for new energy passenger vehicles, forming a real joint force of "component system", which is in line with the company's strategic planning. this project uses the self-owned assets and funds of times Electric, will not affect the normal operation of the company's existing business, will not adversely affect the company's financial situation and production and operation, and will not have a significant impact on the company's operating performance in the short term.

7. the risk analysis of this project

1. The joint venture company has not yet been established, and the name, place of registration, and business scope of the joint venture company still need to be approved by the market supervision and management department and other competent authorities, and there is uncertainty.

2. After the establishment of the joint venture company, the business may face strategic risks, operational risks, market risks, financial risks and legal risks, but the overall risks are controllable.

3. The company will pay close attention to the follow-up progress of the establishment of the joint venture company, actively prevent and respond to various risks that may be faced in the process, and strictly follow the requirements of relevant laws, regulations and regulatory documents to perform the obligation of information disclosure in a timely manner. Investors are kindly requested to invest rationally and pay attention to investment risks.

It is hereby announced.

Zhuzhou CRRC Times Electric Co., Ltd.

Board of Directors

1 August 2023