PDF《中国中车股份有限公司 CRRC CORPORATION LIMITED》

25 June 2019. The purpose of this circular is to provide you with the notice of the AGM and to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the AGM. 2. MATTERS TO BE CONSIDERED AT THE AGM The matters to be considered at the AGM are described in detail in the notice of AGM set out in pages

6 to

9 of this circular. At the AGM, the following will be proposed for approval as ordinary resolutions: (1) the resolution in relation to the

2018 final financial accounts report of the Company;

(2) the

2018 Work Report of the Board of the Company;

(3) the

2018 Work Report of the Supervisory Committee of the Company;

(4) the resolution in relation to the remuneration of the Directors of the Company for 2018;

(5) the resolution in relation to the remuneration of the Supervisors of the Company for 2018;

(6) the resolution in relation to the

2018 profit distribution plan of the Company;

(7) the resolution in relation to the arrangement of guarantees by the Company for 2019;

(8) the LETTER FROM THE BOARD ―

3 ― resolution in relation to the appointment of auditors for 2019;

and (9) the resolution in relation to the election of Shareholder representative supervisor of the Company, and special resolutions: (10) the resolution in relation to the Amendments to the Articles of Association;

(11) the resolution in relation to the Amendments to the Rules of Procedure for General Meetings;

(12) the resolution in relation to the Amendments to the Rules of Procedure for the Board;

(13) the resolution in relation to the Amendments to the Rules of Procedure for the Supervisory Committee;

(14) the resolution in relation to the issuance of debt financing instruments by the Company for 2019;

and (15) the resolution in relation to the grant of general mandate to the Board to issue additional A Shares and H Shares of the Company. In order to enable you to have a better understanding on the resolutions to be proposed at the AGM and to make informed decisions thereof with sufficient and necessary information, we have provided the Shareholders with detailed information in Appendix I to this circular, including information and explanations of the resolutions to be proposed at the AGM for approval. Pursuant to the requirements under the Rules of Shareholders'

General Meeting of Listed Companies issued by the CSRC, each of the Independent Directors shall prepare a work report for the preceding year at the A........