PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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1 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. (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1786) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. In accordance with relevant requirements regarding the incorporation of Party construction work into articles of association of central enterprises and comprehensively promoting the construction of central enterprises under the rule of law put forward by the State-owned Assets Supervision and Administration Commission of the State Council as well as relevant rules and regulations that were recently issued by China Securities Regulatory Commission and relevant national regulatory authorities, taking into consideration the actual conditions of CRCC High-Tech Equipment Corporation Limited (the Company ) and on a prudent, appropriate and necessary basis, the board of directors (the Board ) of the Company proposed to make relevant amendments to the Articles of Association of CRCC High-Tech Equipment Corporation Limited (the Articles of Association ). Please refer to the Appendix of this announcement for details of the proposed amendments to the Articles of Association. The Board considered that the proposed amendments to the Articles of Association are in the interests of the Company and its shareholders. The proposed amendments to the Articles of Association are subject to consideration and approval by the shareholders of the Company at the general meeting of the Company. A circular containing, amongst other things, the details of the proposed amendments to the Articles of Association will be despatched to the shareholders of the Company as soon as practicable. Kunming, the People s Republic of China, 28 April 2018 By order of the Board CRCC High-Tech Equipment Corporation Limited Liu Feixiang Chairman As at the date of this announcement, the board of directors of the Company comprises Mr. Liu Feixiang, Mr. Zhao Hui, Mr. Tong Pujiang and Mr. Chen Yongxiang, as executive directors; Mr. Li Xuefu and Mr. Wu Zhixu, as non-executive directors; and Mr. Sun Linfu, Mr. Yu Jiahe and Mr. Wong Hin Wing, as independent non-executive directors. 1

2 APPENDIX Details of proposed amendments to the Articles of Association* are set out as follows: No. Original Articles Amended Articles 1 Article 1 These Articles of Association have been formulated in accordance with the Company Law of the People s Republic of China (the Company Law ), the Securities Law of the People s Republic of China (the Securities Law ), the Special Regulations of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies (the Special Regulations ), the Mandatory Provisions of Articles of Association of Companies That List Overseas (the Mandatory Provisions ), the Guidelines for the Articles of Association of Listed Companies (the AOA Guidelines ), the Listing Rules of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and other relevant laws of the People s Republic of China (the PRC ; which, for the purposes of these Articles of Association, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region or Taiwan) in order to protect the lawful rights and interests of China Railway High-Tech Equipment Corporation Limited (the Company ) and its shareholders and creditors, and regulate the organization and acts of the Company. Article 1 These Articles of Association have been formulated in accordance with the Company Law of the People s Republic of China (the Company Law ), the Securities Law of the People s Republic of China (the Securities Law ), the Special Regulations of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies (the Special Regulations ), the Mandatory Provisions of Articles of Association of Companies That List Overseas (the Mandatory Provisions ), the Guidelines for the Articles of Association of Listed Companies (the AOA Guidelines ), the Listing Rules of the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Constitution of the Communist Party of China and other relevant laws of the People s Republic of China (the PRC ) (which, for the purposes of these Articles of Association, does not include the laws of the Hong Kong Special Administrative Region, the Macao Special Administrative Region or Taiwan) in order to protect the lawful rights and interests of China Railway High-Tech Equipment Corporation Limited (the Company ) and its shareholders and creditors, and regulate the organization and acts of the Company. 2

3 2 New Article 12 shall be added, and the original Article 12 shall become Article 13 with other Articles thereafter renumbered accordingly. Article 12 In accordance with the requirements of the Constitution of the Communist Party of China, an organisation of the Communist Party of China shall be established and play the core leadership and political role of the Company, providing direction, managing the overall situation and ensuring implementation. The working committee of the Party shall be established within the Company, and shall be equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organisation. 3 The original Article 149 shall become Article 150, new Article 151 shall be added immediately following Article 150, and the original Article 150 shall become Article 152 with other Articles thereafter renumbered accordingly. Article 151 The Board of Directors shall firstly solicit the opinions from the Party Committee before deciding upon important issues. 3

4 4 New Chapter 15, including new Article 216, Article 217 and Article 218, shall be added immediately following the original Chapter 14, and the original Chapter 15 shall become Chapter 16 with other Chapters thereafter renumbered accordingly; Article 214 of the original Chapter 15 shall become Article 219 with other Articles thereafter renumbered accordingly. CHAPTER 15 PARTY COMMITTEE Article 216 The Company shall set up a Party committee (the Party Committee ) composed of one secretary and several members. The Chairman of the Board and the Secretary to the Party Committee may be assumed by the same person. A full-time deputy secretary shall be appointed to be responsible for the Party building. Eligible Party Committee members may enter the Board of Directors, the Supervisory Committee and the management via legal procedures; and members of the Board of Directors, the Supervisory Committee and the management may enter the Party Committee according to relevant provisions and procedures. Meanwhile, a discipline inspection commission shall be established as stipulated. Article 217 The Company s Party Committee shall fulfil its responsibilities in accordance with the Party s regulations such as the Constitution of the Communist Party of China. (1) Supervising the implementation of policies and principles of the Party and the State, implementing significant strategies and decisions of the Party Central Committee and the State Council, as well as relevant key deployments of the Party Committee of the State-owned Assets Supervision and Administration Commission and Party organizations of higher levels. 4

5 (2) Integrating the principle of placing cadres under Party supervision, legitimate selection of managers by the Board of Directors, and legitimate exercise of personnel employment right by managers. The Party Committee shall review the candidates nominated by the Board of Directors or General Manager and put forward opinions and suggestions, or recommend candidates to the Board of Directors and General Manager; investigate candidates jointly with the Board of Directors, and raise opinions and suggestions through collective study. (3) Deliberating significant issues concerning the stability of reform and development, important operation and management and the immediate interests of the Company s staff that shall be decided by the Company, and raising opinions and suggestions. (4) Strengthening Party self-governance in every respect. Lead the work related to politics and ideology, united front, cultural and ideological development, corporate culture building, trade union and the Communist Youth League. Play a leading role in the development of the Party conduct and of an honest and clean government, and provide support for the discipline inspection commission in fulfilling the supervision responsibility. Article 218 The Company shall simultaneously plan the Party building, establish Party organization and working mechanism, appoint the person in charge of the Party organization and staff responsible for Party affairs, carry out Party building, and realize the coordination with the system, mechanism, institution and work during the enterprise reform. The number of some Articles of the Articles of Association shall be changed due to the addition of new Articles to the Articles of Association. As a result, the article number quoted in some Articles shall be correspondingly adjusted. * The Articles of Association and its amendments were originally drafted in Chinese and there was no official English version. Therefore, any English translation is for reference only. In case of any discrepancies, the Chinese version shall prevail. 5