中国中车股份有限公司 2025 年第二次临时股东会 二〇二五年九月 目 录 议案 1：关于取消监事会及修订《中国中车股份有限公司章程》的议案 1 议案 2：关于修订《中国中车股份有限公司股东会议事规则》的议案 .40 议案 3：关于修订《中国中车股份有限公司董事会议事规则》的议案 .54 议案 4：关于中国中车股份有限公司 2025 年半年度利润分配方案的议案 ......................................................59 议案 5：关于选举中国中车股份有限公司第四届董事会非独立董事的议案 ......................................................65 议案 6：关于选举中国中车股份有限公司第四届董事会独立非执行董事的 议案 .................................................. 68 议案 1：关于取消监事会及修订 《中国中车股份有限公司章程》的议案 各位股东及股东代表： 根据《中华人民共和国公司法》及中国证监会《关于新<公 司法>配套制度规则实施相关过渡期安排》 ...

Market Performance - The rail transit equipment sector increased by 1.52% on September 11, with Jiaokong Technology leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Individual Stock Performance - Jiaokong Technology (688015) closed at 26.60, up 6.36% with a trading volume of 80,000 shares and a transaction value of 205 million [1] - Times New Material (600458) closed at 15.03, up 3.94% with a trading volume of 179,000 shares and a transaction value of 265 million [1] - Yonggui Electric (300351) closed at 17.65, up 2.86% with a trading volume of 149,200 shares and a transaction value of 260 million [1] - China CRRC (601766) closed at 7.76, up 2.11% with a trading volume of 1,451,400 shares and a transaction value of 1.116 billion [1] Capital Flow Analysis - The rail transit equipment sector experienced a net outflow of 173 million from institutional investors, while retail investors saw a net inflow of 1.77 billion [2][3] - Times New Material had a net inflow of 24.87 million from institutional investors, but a net outflow of 19.78 million from speculative funds [3] - Jiaokong Technology had a net inflow of 21.90 million from institutional investors, with a significant net outflow of 23.70 million from retail investors [3]

Core Viewpoint - China CRRC (601766) (01766) saw a significant increase in stock price, rising over 4% following the release of its mid-year performance report, indicating strong financial growth and positive market sentiment [1] Financial Performance - The company reported a revenue of 119.758 billion yuan for the first half of the year, representing a year-on-year growth of 33% [1] - Net profit attributable to shareholders reached 7.246 billion yuan, marking a 72% increase compared to the previous year [1] - The net profit excluding non-recurring items was 6.661 billion yuan, showing a remarkable growth of 98% year-on-year [1] Business Segments - All four major business segments of the company achieved positive growth, with the railway equipment segment experiencing the fastest revenue growth, exceeding 40% year-on-year [1] Industry Developments - On August 19, the China State Railway Group announced the procurement of 210 high-speed intelligent trains for the second batch in 2025, following the first batch of 68 trains procured in April [1] - Cumulatively, 278 trains have been procured from January to August this year, surpassing the total procurement target for 2024 [1] - The 2025 work conference of the China State Railway Group set ambitious targets, including a passenger volume of 4.28 billion, a 4.9% increase year-on-year, and infrastructure investment of 590 billion yuan, with the goal of completing 2,600 kilometers of new lines, significantly higher than the 1,000 kilometers target for 2024 [1]

Core Viewpoint - China CRRC Corporation Limited (01766) experienced a stock price increase of over 4%, reaching HKD 6.24, with a trading volume of HKD 119 million following the release of its mid-year performance report [1] Financial Performance - The company reported a revenue of CNY 119.758 billion for the first half of the year, representing a year-on-year growth of 33% [1] - The net profit attributable to shareholders was CNY 7.246 billion, showing a significant year-on-year increase of 72% [1] - The net profit excluding non-recurring items reached CNY 6.661 billion, with a remarkable year-on-year growth of 98% [1] - All four major business segments achieved positive growth compared to the previous year, with the railway equipment segment showing the fastest revenue growth of over 40% [1] Industry Developments - On August 19, the China State Railway Group announced the procurement of 210 high-speed intelligent trains for the 2025 second batch, bringing the total procurement for 2021 to 278 trains, exceeding the total planned for 2024 [1] - The 2025 work conference of the China State Railway Group set a target of 4.28 billion passenger trips, a year-on-year increase of 4.9%, and aims to complete infrastructure investments of CNY 590 billion, with 2,600 kilometers of new lines to be put into operation, significantly higher than the 1,000 kilometers target for 2024 [1]

Core Insights - The "14th Five-Year Plan" has led to improved overall production and operational conditions for participating companies, with significant advancements in technological innovation and digital transformation [1] - The "15th Five-Year Plan" is viewed as a critical phase for accelerating new industrialization, with companies highlighting the need to address new challenges and enhance core technology capabilities [1][2] Group 1 - The meeting was attended by leaders from major companies such as Sinopec, Ansteel Group, and Xiaomi, who collectively acknowledged the positive outcomes of the "14th Five-Year Plan" [1] - Companies emphasized the importance of strengthening key core technology research, enhancing supply chain resilience, and promoting high-end, intelligent, and green development [1][2] Group 2 - Li Lecheng highlighted the dual nature of opportunities and challenges during the "15th Five-Year Plan," stressing the need for strategic focus and leveraging China's market advantages [2] - The plan aims to maintain a reasonable proportion of manufacturing, enhance value creation through quality, and promote the high-end positioning of Chinese products [2] - There is a call for increased investment in technological innovation and the formation of innovation alliances to tackle national technology challenges [2]

Summary of Conference Call Industry or Company Involved - **Industries Discussed**: Lithium mining, copper, aluminum, steel, cement, coal, shipping (cruise industry), express delivery, logistics, insurance, industrial equipment. Key Points and Arguments Lithium Mining - Market misunderstanding regarding the resumption of operations at Ningde lithium mines, with a target for resumption set for November [4][3] - Seven mines in Yichun are awaiting a government decision on their operational status, with results expected by October or November [3][4] Copper - Copper smelting processing fees are currently negative, but no significant changes in smelting operations are anticipated [6][6] - New regulations on waste copper suppliers may increase domestic costs and affect supply, with an estimated monthly supply impact of 50,000 to 55,000 tons [7][7] Aluminum - The impact of anti-involution on alumina is minimal, with the industry remaining in a state of oversupply [8][8] Steel - Regional differences in steel production cuts, with some provinces actively implementing reductions while others, like Tangshan, have not yet enforced cuts [9][9] - Profitability in the steel sector has dropped significantly, leading to potential voluntary production cuts [9][9] Cement - Cement demand is declining, particularly in cities like Shanghai, prompting discussions among leading companies about potential production cuts [10][10] Coal - Coal prices are expected to stabilize between 600 and 700, with production checks likely if prices fall below 600 [11][11] Shipping (Cruise Industry) - The cruise industry has faced demand dilution due to illegal oil transport, impacting market performance [14][14] - Recent increases in shipping rates, from around 30,000 to 60,000, indicate a potential recovery in the sector [15][16] - Supply-side changes are expected to drive future price increases, with a focus on compliance and sanctions affecting operational efficiency [20][20] Express Delivery - The express delivery sector is experiencing a gradual price increase, with major players locking in market shares to stabilize pricing [26][26] - Concerns about social security changes impacting delivery costs were noted, but no drastic regulatory changes are expected [29][29] Logistics (Aneng Logistics) - Aneng is positioned as a leading player in the express delivery market, benefiting from structural changes and a growing market share [30][30] - The company is expected to see continued growth due to favorable market dynamics and competitive advantages [31][31] Insurance - The insurance sector has reported strong performance in the first half of the year, with a focus on cost control and structural improvements [39][39] - The growth in the insurance market is driven by fewer catastrophic events and improved expense management [39][39] Industrial Equipment - The industrial sector is entering a new upcycle, particularly in engineering machinery and lithium battery equipment, with expected growth rates of 46%, 24%, and 21% over the next three years [52][57] - Key drivers include equipment replacement cycles, infrastructure projects, and overseas market growth [54][55] Other Important but Possibly Overlooked Content - The overall sentiment in various sectors indicates a cautious optimism, with potential for recovery in specific industries despite ongoing challenges [12][12] - The discussion highlighted the importance of regulatory changes and market dynamics in shaping future performance across sectors [12][12][12]

Group 1 - The Chinese wind power market continues to grow in the first half of 2025, with new wind turbine orders reaching 80GW, including approximately 73GW for onshore turbines, a year-on-year increase of 6% [1] - Major contributors to onshore wind turbine orders include Xinjiang, Hebei, and Inner Mongolia, which together accounted for over 40% of the new orders [1] - The offshore wind market achieved its best performance since 2023, with new orders of about 6GW [1] Group 2 - Goldwind Technology leads the Chinese wind power market in new order volume with a market share of approximately 18.2%, followed by Envision Energy (16.6%), Mingyang Smart Energy (16.2%), and Yunda Co. (16%), all exceeding 10GW in order volume [1] - Several wind turbine manufacturers made breakthroughs in the offshore wind market, with Dongfang Electric ranking first in offshore turbine orders, securing 1.5GW for its DEW-D16000-262 model [1] - China CRRC followed with 1GW in offshore orders, while SANY Heavy Energy received its first offshore turbine order [1] Group 3 - Chinese wind turbine manufacturers achieved overseas orders of 7.7GW across 20 countries, marking a 51% year-on-year increase, with Envision Energy leading at 4.9GW [1] - The Indian market remains strong, with Chinese wind turbine manufacturers securing over 2GW in orders for three consecutive quarters [1] Group 4 - Wood Mackenzie reported that over half of the 166GW of onshore wind turbine orders signed in 2024 have already transitioned into construction projects, supporting growth in the onshore wind market for 2025 [2] - The report indicates a structural adjustment in the trend of wind turbine size, with orders for onshore turbines above 10MW decreasing by 14% year-on-year, while the share of mid-speed models between 7MW and 10MW has significantly increased [2] - The demand for low-wind-speed models is rising due to the scarcity of high-quality wind resource sites, while the slowdown in the trend of onshore wind turbine size has led to a price increase for onshore turbines for three consecutive quarters, with a 4% rise in Q2 2025 compared to the lowest point in 2024 [2] Group 5 - The trend of offshore wind turbine size continues, with orders for turbines above 16MW increasing by 60% year-on-year [2] - However, weak market demand has intensified competition among manufacturers, and challenging site conditions have increased cost pressures for developers, resulting in record low prices for offshore wind turbines in Q1 2025 [2] - Wood Mackenzie anticipates that strong domestic demand growth for onshore wind, rising prices for onshore turbines, and successful execution of overseas orders will drive revenue levels for Chinese wind turbine manufacturers to historical highs, with profitability further improving [2]

Group 1 - The Ministry of Industry and Information Technology (MIIT) held a seminar on the "14th Five-Year" planning, with representatives from major companies expressing positive production and operational conditions since the "14th Five-Year" period, highlighting improvements in technological innovation and digital transformation [1][2] - The "15th Five-Year" period is seen as a critical phase for accelerating new industrialization, with companies identifying new challenges and the need for enhanced efforts to address them [1][2] - Key suggestions from participating companies include strengthening core technology research, improving supply chain resilience, promoting high-end and green development, and addressing irrational competition [1][2] Group 2 - MIIT Minister Li Lecheng indicated that recent efforts to regulate irrational competition in key industries like new energy vehicles and photovoltaics have shown initial success [2] - Future actions will focus on legislative support in telecommunications and motor vehicle sectors, enhancing industry self-regulation, and conducting special rectification actions to maintain market order [2][3] - The "15th Five-Year" period presents both opportunities and challenges, necessitating a strategic focus on leveraging the advantages of a socialist market economy and a large-scale market [2][3] Group 3 - The successful implementation of the "15th Five-Year" plan relies on strong support from enterprises and contributions from entrepreneurs, emphasizing the importance of maintaining a reasonable manufacturing ratio and promoting high-quality products [3] - Companies are encouraged to enhance their role in technological innovation, increase investment in R&D, and form innovation alliances to tackle national technological challenges [3] - There is a push for accelerating digital and green transformations, expanding industrial internet applications, and preventing irrational competition while guiding overseas expansion [3]

Core Viewpoint - The article discusses the recent meeting held by the Ministry of Industry and Information Technology (MIIT) regarding the preparation of the "14th Five-Year" plan, emphasizing the importance of industrial and information technology development in China and the need for collaboration among enterprises to address new challenges and opportunities in the upcoming "15th Five-Year" period [1][3][5]. Group 1: Meeting Highlights - The meeting included representatives from major companies such as Sinopec, Angang Steel, and Xiaomi, who reported positive overall production and operational conditions since the "14th Five-Year" period, with significant advancements in technological innovation and digital transformation [1][3]. - Participants highlighted that the "15th Five-Year" period is crucial for accelerating new industrialization, while also acknowledging the new challenges that the industry faces [3][5]. Group 2: Key Recommendations - Attendees suggested focusing on strengthening core technology research, enhancing the resilience of supply chains, and promoting high-end, intelligent, and green development during the "15th Five-Year" period [3][6]. - There was a consensus on the need to eliminate irrational competition and to support orderly overseas expansion of industries [3][6]. Group 3: Government's Role - MIIT Minister Li Lecheng stated that the ministry is working to regulate irrational competition in key sectors like new energy vehicles and photovoltaics, with initial successes reported [5][6]. - The ministry plans to enhance legislation in critical areas such as telecommunications and motor vehicles, and to support industry associations in maintaining market order [5][6]. Group 4: Future Directions - The article emphasizes the importance of high-quality strategic planning to guide the development of industrial and information technology, leveraging China's market advantages and talent pool [5][6]. - There is a call for increased investment in technological innovation and the establishment of innovation consortia to tackle national technology challenges [6].

Core Viewpoint - China CNR Corporation Limited (referred to as "the company") has established a joint venture with Comporte Participações S.A. for the Intercity Railway North Axis PPP project in São Paulo, Brazil, with a shareholding ratio of 40% to 60% [1] Financing Guarantees - The Hong Kong subsidiary of the company plans to provide financing guarantees to the Brazilian project company, totaling approximately RMB 339 million, with a maximum term of 18 months [2][8] - The financing includes a bridge loan of up to RMB 452 million from the Industrial and Commercial Bank of China at a fixed interest rate of 2.95% [2] - Additionally, the Brazilian project company intends to issue bonds worth 300 million Brazilian Reais (approximately RMB 395 million) at a floating interest rate of DI + 2.50% [2] Internal Decision-Making Process - The company's board of directors held a meeting on September 9, 2025, where the financing guarantee proposal was unanimously approved [2][3] Basic Information of the Guaranteed Party - As of June 30, 2025, the guaranteed party is still in the early stages of establishment and has not commenced substantial operations [4] Guarantee Agreement Status - The guarantee agreement has not yet been signed, and its main terms will be determined upon signing [7] Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary for the operation of the Brazilian project, with risks considered controllable [7][8] Cumulative External Guarantee Situation - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to RMB 589.06 billion, accounting for 34.90% of the audited net assets as of December 31, 2024 [9]