China Railway Signal mmunication : Circular of 2020 Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in China Railway Signal & Communication Corporation Limited*, you should at once hand this circular and the enclosed form of proxy for the AGM to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or transferee(s).

中國鐵路 通信信號股份有限公司

China Railway Signal & Communication Corporation Limited*

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 3969)

1. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020
2. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
3. 1. 1. 1. 2020 ANNUAL REPORT
      2. FINANCIAL REPORT FOR 2020
   2. PROFITS DISTRIBUTION PLAN FOR 2020
   3. APPOINTMENT OF AUDITORS FOR 2021

1. REMUNERATIONS FOR DIRECTORS AND SUPERVISORS OF THE COMPANY IN 2020
2. GENERAL AUTHORIZATION FOR THE ISSUANCE OF DEBT FINANCING INSTRUMENTS
3. 1. 
      AND
   2. NOTICE OF 2020 ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 15 of this circular.

The AGM of the Company will be held at 10:00 a.m. on Friday, 11 June 2021 at Meeting Room, Building A, CRSC Building, 1 Compound, Automobile Museum South Road, Fengtai District, Beijing, the PRC. The notice to convene the AGM has been dispatched on 12 May 2021 and is set out on pages 16 to 18 of this circular. The form of proxy for use at the AGM is also enclosed. The form of proxy for the AGM is also published on the HKEXnews website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.crsc.cn).

Whether or not you propose to attend the AGM, H Shareholders of the Company are requested to complete the form of proxy for the AGM in accordance with the instruction printed thereon and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, i.e. not later than 10:00 a.m. on Thursday, 10 June 2021. Completion and return of the form of proxy for the AGM will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

• For identification purpose only.

12 May 2021

CONTENTS

DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
I.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	MATTERS TO BE RESOLVED AT THE AGM . . . . . . . . . . . . . . . . . . . . . .	4
	(1)	Work Report of the Board of Directors for 2020 . . . . . . . . . . . . . . . . . . . .	4
	(2)	Work Report of the Supervisory Committee for 2020 . . . . . . . . . . . . . . . .	4
	(3)	2020 Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
	(4)	Financial Report for 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	(5)	Profits Distribution Plan for 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	(6)	Appointment of Auditors for 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
	(7)	Remunerations for Directors and Supervisors of the Company in 2020 . . .	10
	(8)	General Authorization for the Issuance of Debt Financing Instruments . . .	11
III. THE AGM AND VOTING METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
IV. CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . .	15
V.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF 2020 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS
			FOR 2020 OF CHINA RAILWAY SIGNAL &
			COMMUNICATION CORPORATION LIMITED* . . . . . . .	19
APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE
			FOR 2020 OF CHINA RAILWAY SIGNAL &
			COMMUNICATION CORPORATION LIMITED* . . . . . . .	29
APPENDIX III TABLE OF REMUNERATIONS AND BENEFITS
			FOR DIRECTORS AND SUPERVISORS IN 2020 . . . . . . . .	35

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)"	ordinary Share(s) in the share capital of the Company,
	with a nominal value of RMB1.00 each, which are traded
	in RMB and listed on the Shanghai Stock Exchange
"A Shareholder(s)"	holder(s) of A Share(s) of the Company
"AGM"	the annual general meeting of the Company for the year
	2020 to be convened and held at 10:00 a.m. on Friday, 11
	June 2021 at Meeting Room, Building A, CRSC Building,
	1 Compound, Automobile Museum South Road, Fengtai
	District, Beijing, the PRC
"Articles of Association"	the articles of association of the Company (as amended
	from time to time)
"Board" or "Board of Directors"	the board of directors of the Company
"Company"	China Railway Signal & Communication Corporation
	Limited* (中國鐵路通信信號股份有限公司)
"Director(s)"	the director(s) of the Company
"Global Offering"	the Hong Kong Public Offering and International
	Offering and the listing on the Main Board of the Stock
	Exchange in relation to H Shares of the Company, details
	of which are set out in the prospectus
"H Share(s)"	overseas listed foreign share(s) in the Company's
	ordinary share capital with a nominal value of RMB1.00
	each, which are listed on the Stock Exchange and traded
	in HK dollars
"H Shareholder(s)"	holder(s) of H Share(s) of the Company
"HK dollars"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited (as amended
	from time to time)
"PRC"	the People's Republic of China, which for the purposes of
	this circular excludes Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan
"proceeds"	the net proceeds from the Global Offering of the
	Company
"prospectus"	the H Share prospectus of the Company dated 28 July
	2015
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	A Share(s) and/or H Share(s)
"Shareholder(s)"	A Shareholder(s) and/or H Shareholder(s) of the
	Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary" or "subsidiaries"	has the meaning ascribed to it under the Listing Rules
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"%"	Percent

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LETTER FROM THE BOARD

中國鐵路 通信信號股份有限公司

China Railway Signal & Communication Corporation Limited*

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 3969)

Chairman of the Board and Executive Director:	Registered address:
Mr. ZHOU Zhiliang	20th Floor, Building A
	CRSC Building
Executive Directors:	1 Compound, Automobile
Mr. XU Zongxiang	Museum South Road
Mr. YANG Yongsheng	Fengtai District
	Beijing, PRC
Non-executive Director:
Mr. GUO Yonghong	Principal place of business
	in the PRC:
Independent non-executive Directors:	CRSC Building
Mr. CHEN Jin'en	1 Compound, Automobile
Mr. CHAN Ka Keung Peter	Museum South Road
Mr. YAO Guiqing	Fengtai District
	Beijing, PRC
	Principal place of business
	in Hong Kong:
	40th Floor, Dah Sing Financial Centre
	248 Queen's Road East
	Wan Chai
	Hong Kong
To the Shareholders

• 1. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2020
  2. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
  3. 1. 1. 1. 2020 ANNUAL REPORT
        2. FINANCIAL REPORT FOR 2020
     2. PROFITS DISTRIBUTION PLAN FOR 2020
     3. APPOINTMENT OF AUDITORS FOR 2021
  1. REMUNERATIONS FOR DIRECTORS AND SUPERVISORS OF THE COMPANY IN 2020
  2. GENERAL AUTHORIZATION FOR THE ISSUANCE OF DEBT FINANCING INSTRUMENTS
  3. 1. 
        AND
     2. NOTICE OF 2020 ANNUAL GENERAL MEETING
• For identification purpose only.

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