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ANNOUNCEMENT POLL RESULTS OF THE 2023 ANNUAL GENERAL MEETING AND DISTRIBUTION OF THE 2023 FINAL DIVIDEND

2024-06-18 00:00:00

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.中国中车股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1766) ANNOUNCEMENT POLL RESULTS OF THE 2023 ANNUAL GENERAL MEETING AND DISTRIBUTION OF THE 2023 FINAL DIVIDEND The board of directors (the “Board”) of CRRC Corporation Limited (the “Company”) is pleased to announce the poll results of the 2023 annual general meeting of the Company (the “AGM” or the “Meeting”) held on Tuesday 18 June 2024 at Conference Room No. 9 2/F Empark Grand Hotel No. 69 Banjing Road Haidian District Beijing the PRC.For details of the resolutions considered at the Meeting Shareholders of the Company may refer to the circular dated 24 May 2024 dispatched by the Company. Unless otherwise indicated in the context capitalized terms used in this announcement shall have the same meanings as those defined in the aforesaid circular.I. CONVENING AND ATTENDANCE OF THE MEETING (I) Convening of the Meeting The Meeting was held on Tuesday 18 June 2024 at Conference Room No. 9 2/F Empark Grand Hotel No. 69 Banjing Road Haidian District Beijing the PRC.The Meeting was convened by the Board and chaired by Mr. Sun Yongcai the Chairman of the Company. The calling convening and voting procedure of the Meeting were in compliance with relevant requirements of laws including the Company Law the regulations and regulatory documents as well as the Articles of Association. 1The Meeting adopted the method combining on-site voting with internet voting. Internet voting was conducted through the trading system and the internet voting platform (website: http://vote.sseinfo.com) of the Shanghai Stock Exchange and was participated by holders of A Shares of the Company.(II) Attendance of the Meeting The total number of issued Shares of the Company as at the date of the AGM was 28698864088 which was the total number of Shares entitling the holders thereof to attend and vote on the resolutions proposed at the AGM. CRRC GROUP the controlling Shareholder of the Company in aggregate holding 14765441250 Shares (including 14587578250 A Shares and 177863000 H Shares) representing approximately 51.45% of the total number of issued Shares of the Company has abstained from voting on ordinary resolutions No. 6 and No. 7. Save for the above mentioned none of the Shareholders of the Company was restricted from voting on the resolutions at the AGM. None of the Shareholders was entitled to attend but should abstain from voting in favor of the resolutions at the AGM. A total of 203 Shareholders and proxies of Shareholders holding an aggregate of 19817542031 Shares of the Company with voting rights (including 18794783734 A Shares and 1022758297 H Shares) representing 69.053402% of the total number of Shares of the Company with voting rights were present at the Meeting.The Company has 7 Directors and 6 Directors attended the Meeting.Mr. Ma Yunshuang being an executive Director was unable to attend the Meeting due to other engagements. The Company has 3 Supervisors and 3 Supervisors attended the Meeting. Mr. Wang Jian secretary to the Board of the Company attended the Meeting and certain members of the senior management of the Company attended the Meeting.II. VOTING RESULTS OF THE AGM The Shareholders and proxies of Shareholders present at the AGM considered and approved the following resolutions by on-site voting combined with internet voting: 2ORDINARY RESOLUTIONS 1. To consider and approve the resolution in relation to the 2023 final financial accounts report of the Company.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1977499471299.785305%327248190.165130%98225000.049565% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 2. To consider and approve the resolution in relation to the 2023 Work Report of the Board of the Company.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1950107791098.403111%3066416211.547324%98225000.049565% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 3. To consider and approve the resolution in relation to the 2023 Work Report of the Board of Supervisors of the Company.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1977497471299.785204%327448190.165231%98225000.049565% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 34. To consider and approve the resolution in relation to the 2023 profit distribution plan of the Company.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1981072150999.965583%7415220.003742%60790000.030675% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 5. To consider and approve the resolution in relation to the arrangement of guarantees by the Company for 2024.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1870082492894.365007%11101781035.601997%65390000.032996% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 6. To consider and approve the resolution in relation to the entering into of the related party transaction agreements between the Company and CRRC GROUP.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 522308760999.868524%7829220.014969%60932500.116507% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. CRRC GROUP has abstained from voting on such resolution. 47. To consider and approve the resolution in relation to the entering into of the Financial Services Framework Agreement between Finance Company and CRRC GROUP.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 439001586783.939699%83386891415.944067%60790000.116234% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. CRRC GROUP has abstained from voting on such resolution. 8. To consider and approve the resolution in relation to the remuneration of the Directors of the Company for 2023.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1979674545999.895060%147175720.074265%60790000.030675% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 9. To consider and approve the resolution in relation to the remuneration of the Supervisors of the Company for 2023.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1981065585999.965252%8071720.004073%60790000.030675% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution. 510. To consider and approve the resolution in relation to the appointment of auditors of the Company for 2024.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1979704420999.896567%144188220.072758%60790000.030675% As more than 50% of the votes were cast in favor of the resolution such resolution was duly passed as an ordinary resolution.SPECIAL RESOLUTIONS 11. To consider and approve the resolution to be proposed to the general meeting in relation to the grant of general mandate to the Board to issue additional A Shares and H Shares of the Company.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1885929862895.164671%9516294034.801955%66140000.033374% As more than 2/3 of the votes were cast in favor of the resolution such resolution was duly passed as a special resolution. 12. To consider and approve the resolution in relation to the issuance of debt financing instruments by the Company for 2024.For Against Abstain Votes Proportion Votes Proportion Votes Proportion 1872656330894.494884%10848997215.474441%60790020.030675% As more than 2/3 of the votes were cast in favor of the resolution such resolution was duly passed as a special resolution.The scrutineer of the Meeting is Computershare Hong Kong Investor Services Limited the H Share Registrar of the Company.Shareholders attending the AGM reviewed the 2023 Work Report of Independent Directors of the Company in written form. 6III. DISTRIBUTION OF THE 2023 FINAL DIVIDEND At the AGM it was resolved to approve a final dividend of RMB0.20 per Share (tax inclusive) amounting to approximately RMB5740 million in total for the year ended 31 December 2023 (the “2023 Final Dividend”). The 2023 Final Dividend of the Company will be denominated and declared in RMB and will be paid in Hong Kong dollars to the holders of H Shares of the Company. The actual distribution amounts in Hong Kong dollars will be determined based on the average exchange rate (i.e. RMB1 = HK$1.097854) between RMB and Hong Kong dollar as published by the People’s Bank of China for the five working days prior to the date of the AGM i.e. 18 June 2024 (such day inclusive).Based on such exchange rate the 2023 Final Dividend for each H Share will be HK$0.219571 (tax inclusive). The Company has appointed Bank of China (Hong Kong) Trustees Limited as the agent to deal with the payment of dividend to the holders of H Shares on its behalf. Shareholders whose names appear on the H Share register of members of the Company as at 27 June 2024 will be entitled to receive the 2023 Final Dividend. The 2023 Final Dividend is expected to be paid to the eligible holders of H Shares on a working day (excluding Saturday Sunday or public holidays in Hong Kong or the PRC) on or before 14 August 2024.Timetable arrangements such as the record date and the date of distribution of the 2023 Final Dividend for investors of southbound trading will be the same as for the holders of H Shares of the Company.The Company will publish a separate announcement regarding the payment of the 2023 Final Dividend to the holders of A Shares after the AGM. The AGM generally and unconditionally authorizes the Board of the Company to implement matters relating to the payment for 2023 Final Dividend and the Board will further delegate the above authorization to the Chairman and the President of the Company to be responsible for the specific implementation and the relevant tax withholding matters in accordance with the relevant laws regulations and regulatory requirements. 7IV. WITNESS BY LAWYERS The Meeting was witnessed by lawyers from Jia Yuan Law Offices the PRC legal adviser to the Company. According to the legal opinion issued by Jia Yuan Law Offices the calling and convening procedures of the Meeting the qualifications of the convener and the attendees and the voting process of the Meeting are in compliance with the requirements of the laws and regulations including the Company Law and the Rules for the Shareholders’ Meetings of Listed Companies and the Articles of Association. The voting results of the Meeting are lawful and valid.By order of the Board CRRC Corporation Limited Sun Yongcai Chairman Beijing the PRC 18 June 2024 As at the date of this announcement the executive directors of the Company are Mr. Sun Yongcai Mr. Ma Yunshuang and Mr. Wang An; the non-executive director is Mr. Jiang Renfeng; and the independent non-executive directors are Mr. Shi Jianzhong Mr. Weng Yiran and Mr. Ngai Ming Tak. 8