CRCC High Tech Equipment : (1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS; AND (3) NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stock broker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 中 國 鐵 建 高 新 裝 備 股 份 有 限 公 司 (CRCC High-Tech Equipment Corporation Limited), you should at once hand this circular to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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

(Stock Code: 1786)

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
2. 1. PROPOSED AMENDMENTS TO

THE RULES OF PROCEDURE FOR GENERAL MEETINGS; AND

(3) NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the 2020 first extraordinary general meeting (the "EGM") to be held at Meeting Room, Expo Garden Hotel, No.5 Expo Road, Kunming City, Yunnan Province, the PRC at 9:00 a.m. on Friday, 27 March 2020 is set out in this circular from pages 15 to 17. A reply slip and a proxy form to be used at the EGM are enclosed and are also published on the website of the Stock Exchange (www.hkex.com.hk). If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 6 March 2020. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the EGM or any adjournment thereof and voting in person if you so wish.

11 February 2020

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	-	PARTICULARS OF PROPOSED AMENDMENTS TO
		THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	-	PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES
		OF PROCEDURE FOR GENERAL MEETINGS . . . . . . . . . . . . . . .	13
NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors of the Company
"China" or "PRC"	the People's Republic of China, and for the purpose of this
	circular, excluding Hong Kong, Macau and Taiwan
"Company"	CRCC High-Tech Equipment Corporation Limited ( 中 國 鐵
	建高新裝備股份有限公司), a joint stock limited company,
	whose H Shares are listed on the Main Board of the Stock
	Exchange
"Company Law"	the Company Law of the People's Republic of China
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	the ordinary shares in the share capital of the Company with a
	nominal value of RMB1.00 each, which are subscribed for and
	paid up in Renminbi
"EGM"	the 2020 first extraordinary general meeting of the Company
	to be held at Meeting Room, Expo Garden Hotel, No.5 Expo
	Road, Kunming City, Yunnan Province, the PRC at 9:00 a.m.
	on Friday, 27 March 2020
"Group"	the Company and its subsidiaries
"H Share(s)"	the overseas listed foreign shares in the share capital of the
	Company with a nominal value of RMB1.00 each, which are
	listed on the Main Board of the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time)
"Macau"	the Macau Special Administrative Region of the PRC
"Main Board"	the stock market (excluding the option market) operated by
	the Stock Exchange which is independent from and operated
	in parallel with the Growth Enterprise Market of the Stock
	Exchange

- 1 -

	DEFINITIONS
"Rules of Procedure for	the rules of procedure for general meetings of CRCC
General Meetings"	High-Tech Equipment Corporation Limited
"Share(s)"	the ordinary shares in the share capital of our Company with a
	nominal value of RMB1.00 each
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	percent

- 2 -

LETTER FROM THE BOARD

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

	(Stock Code: 1786)
Executive Directors:	Registered office and principal place of
Mr. Liu Feixiang (Chairman)	business in the PRC:
Mr. Tong Pujiang	No. 384, Yangfangwang
Mr. Chen Yongxiang	Jinma Town
	Kunming City
Non-executive Directors:	Yunnan Province
Mr. Zhao Hui	PRC
Mr. Sha Mingyuan
Mr. Wu Zhixu	Principal place of business
	in Hong Kong:
Independent non-executive Directors:	23/F, Railway Plaza
Mr. Sun Linfu	39 Chatham Road South
Mr. Yu Jiahe	Tsim Sha Tsui
Mr. Wong Hin Wing	Kowloon
	Hong Kong

11 February 2020

To the Shareholders

Dear Sir or Madam,

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
2. 1. PROPOSED AMENDMENTS TO

THE RULES OF PROCEDURE FOR GENERAL MEETINGS; AND

1. 1. NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING
2. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and certain information regarding the resolutions to be proposed at the EGM so that you may make informed voting decisions of such resolutions.

- 3 -

LETTER FROM THE BOARD

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 9 December 2019 in relation to the proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings.

According to the Decision of the Standing Committee of the National People's Congress on

Amending the Company Law of the PRC (Order of the President of the PRC No. 15) 《( 全國人民代表大 會常務委員會關於修改〈中華人民共和國公司法〉的決定》( 中華人民共和國主席令第十五號))

promulgated on 26 October 2018, the relevant expressions regarding the Articles of Association currently in effect are not exactly consistent with the corresponding provisions of the latest revised Company Law. Meanwhile, taking into consideration the actual conditions of the Company, the Company proposed to make relevant amendments to the voting rules of general meeting. On a prudent, appropriate and necessary basis, the Board proposed to make corresponding amendments to the Articles of Association in accordance with the latest revised Company Law and the adjusted voting rules of general meeting. Please refer to Appendix I to this circular for details of the proposed amendments to the Articles of Association.

Despite the amendments to the Articles of Association with respect to the share repurchase by the Company, the Company shall still be subject to the relevant requirements and restrictions of the Listing Rules for any share repurchase, including but not limited to the requirements of Rule 10.06 of the Listing Rules as amended by Rules 19A.24 and 19A.25 of the Listing Rules. In particular, pursuant to Rule 10.06(5) and Rule 19A.24 of the Listing Rules, the listing status of all H Shares repurchased by the Company shall be automatically cancelled upon repurchase, and the Company must apply for listing of any further issues of H Shares in the normal way. The Company shall ensure that the documents of title of the repurchased H Shares are cancelled and destroyed as soon as reasonably practicable following the settlement of any repurchase of H Shares. Besides, pursuant to Rule 19A.25(1) of the Listing Rules, any share repurchase of the Company in the future shall be subject to (i) the approval by the Shareholders at the general meeting by way of a special resolution; (ii) the approval by the Shareholders of Domestic Shares at the class meeting of Domestic Shares by way of a special resolution; and (iii) the approval by the Shareholders of H Shares at the class meeting of H Shares by way of a special resolution. When the Company publishes the notice of meeting and circular, it will also despatch an explanation statement to the Shareholders, which contains all the information as required by Rule 10.06(1)(b) of the Listing Rules, as amended by Rule 19A.25 of the Listing Rules. Besides, when the Company carries out any share repurchase in the future, it will also comply with the reporting obligations set out in Rule 10.06(4) of the Listing Rules. The Company will also ensure to satisfy the public float requirement under the Listing Rules when conducting share repurchase.

The Board considered that the proposed amendments to the Articles of Association are in the interests of the Company and the Shareholders.

The resolution in relation to proposed amendments to the Articles of Association will be proposed at the EGM for approval by the Shareholders as a special resolution.

- 4 -

LETTER FROM THE BOARD

1. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

Reference is made to the announcement of the Company dated 9 December 2019 in relation to the proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings.

Taking into consideration the actual conditions of the Company, the Company proposed to make relevant amendments to the voting rules of general meeting. On a prudent, appropriate and necessary basis, the Board proposed to make amendments to the Rules of Procedure for General Meetings in accordance with the adjusted voting rules of general meeting. Please refer to Appendix II to this circular for details of the proposed amendments to the Rules of Procedure for General Meetings.

The Board considered that the proposed amendments to the Rules of Procedure for General Meetings are in the interests of the Company and the Shareholders.

The resolution in relation to proposed amendments to the Rules of Procedure for General Meetings will be proposed at the EGM for approval by the Shareholders as an ordinary resolution.

IV. EGM

The Company will hold the EGM to consider and seek approval from the Shareholders of the resolutions in relation to proposed amendments to the Articles of Association and the Rules of Procedure for General Meetings.

A notice convening the EGM to be held at Meeting Room, Expo Garden Hotel, No.5 Expo Road, Kunming City, Yunnan Province, the PRC at 9:00 a.m. on Friday, 27 March 2020 is set out in this circular from pages 15 to 17.

A reply slip and a proxy form to be used at the EGM are enclosed and are also published on the website of the Stock Exchange (www.hkex.com.hk). If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 6 March 2020.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the EGM or any adjournment thereof and voting in person if you so wish.

The H Share register of members of the Company will be temporarily closed from Wednesday, 26 February 2020 to Friday, 27 March 2020 (both days inclusive), during which period no transfer of H Shares will be registered. Any Shareholders of H Shares, whose names appear on the Company's register of members at the close of business on Tuesday, 25 February 2020, are entitled to attend and vote at such meeting after completing the registration procedures for attending and voting at the EGM.

- 5 -

LETTER FROM THE BOARD

1. RECOMMENDATION

The Directors consider that the all aforesaid resolutions are in the interests of the Company and the Shareholders as a whole and accordingly recommend you to vote in favor of the all aforesaid resolutions to be proposed at the EGM.

By Order of the Board

CRCC High-Tech Equipment Corporation Limited

Liu Feixiang

Chairman

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APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of proposed amendments to the Articles of Association* are set out as follows:

The Articles of Association

No.	Original Articles	Amended Articles
1.	Article 34 The Company may, in the	A r t i c l e 3 4	T h e C o m p a n y m a y , i n
	following circumstances, buy back its	the following circumstances, buy back
	own outstanding shares by the procedures	purchaseits own outstandingshares
	provided for in laws and these Articles	in accordance withby the procedures
	of Association, after the approval by the	provided for inthe requirements oflaws,
	approval authority authorized by the State	administrative regulations, departmental
	Council:	rulesand these Articles of Association,
		after the approval by the approval authority
	(1) cancellation of shares in order to	authorized by the State Council:
	reduce its capital;
		(1) cancellation of shares in order to
	(2) m e r g e r w i t h a n o t h e r c o m p a n y	reduce its capital;
	holding shares of the Company;
		(2) m e r g e r	w i t h a n o t h e r c o m p a n y
	(3) grant of shares as an incentive to its	holding shares of the Company;
	employees;
		(3) to applygrant ofshares as an
	(4) a shareholder opposes a resolution	incentive to its employeesin the
	on the merger or division of the	employee shareholding scheme or
	C om pany a dopted at a general	equity incentives;
	m e e t i n g a n d r e q u e s t s t h a t t h e
	Company purchase his or her shares;	(4) a shareholder opposes a resolution
	or	on the merger or division of the
		Co m pa ny a dopted at a general
	(5) other circumstances approved in laws	m e e t i n g a n d r e q u e s t s t h a t t h e
	or administrative regulations or by	Company purchase his or her shares;
	the approval authority authorized by	or
	the State Council.
		(5) other circumstances approved in laws
	Except under the above circumstances, the	or administrative regulations or by
	Company may not trade in its own shares.	the approval authority authorized by
		the State Council.to utilize shares
		for conversion of corporate bonds
		which are convertible into shares
		issued by the Company;
		(6) where it is necessary to safeguard
		i t s v a l u e a n d t h e r i g h t s a n d
		interests of its shareholders.
		Except under the above circumstances, the
		Company may not trade in its own shares
		purchase its own shares.

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APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Articles of Association

No.	Original Articles	Amended Articles
2.	Article 35 Following the approval by the	Article 35 Following the approval by the
	approval authority authorized by the State	approval authority authorized by the State
	Council to buy back its own shares, the	Council to buy back its own shares, the
	Company may elect to do so by any of the	Company may elect to do so by any of the
	following methods:	following methods:
	(1) issuance to all of the shareholders of	(1) issuance to all of the shareholders of
	a buyback offer on a pro rata basis;	a buyback offer on a pro rata basis;
	(2) buyback through open transactions	(2) buyback through open transactions
	on a stock exchange;	on a stock exchange;
	(3) buyback by agreements outside a	(3) buyback by agreements outside a
	stock exchange; or	stock exchange; or
	(4) another method approved in laws,	(4) another method approved in laws,
	administrative regulations or by the	administrative regulations or by the
	approval authority authorized by the	approval authority authorized by the
	State Council.	State Council.
		The Company may purchase its own
		shares through public and centralized
		trading or other methods as permitted
		by laws and regulations and the CSRC.
		Where the Company purchases its own
		Shares in the circumstances set out in
		item (3), item (5) and item (6) of Article
		34 of these Articles of Association, such
		purchase shall be conducted through
		public and centralized trading method.

- 8 -

APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Articles of Association

No.	Original Articles	Amended Articles
3.	Article 37 The purchase by the Company	A r t i c l e 3 7 T h e p u r c h a s e b y t h e
	of its own shares for a reason specified	Company of its own shares for a reason
	in items (1) to (3) of Article 34 of these	circumstancesspecified in items (1) to
	Articles of Association shall require a	and item(3)(2)of Article 34 of these
	resolution of the general meeting. If the	Articles of Association shall require a
	Company purchases its shares for the reason	resolution of the general meeting. If the
	specified in item (1) of Article 34, it shall	Company purchases its ownshares for the
	cancel such shares within 10 days from	reasoncircumstancesspecified in item
	the date of the purchase. If the Company	(1)(3), item (5) and item (6)of Article
	purchases its shares for the reason specified	34 of these Articles of Association, a
	in item (2) or item (4), it shall transfer or	Board resolution thereon may, pursuant
	cancel such shares within six months.	to the requirements of these Articles of
		Association or the mandate of the general
	The number of its shares purchased by the	meeting, be passed at a Board meeting
	Company pursuant to item (3) of Article	that is attended by at least two thirds of
	34 will not exceed 5 per cent of its total	directors. Upon repurchase of its own
	outstanding shares, and the funds used	Shares by the Company pursuant to
	for such purchase shall be paid from the	Article 34 of these Articles of Association,
	Company's after-tax profits. The shares	if such repurchase constitutes the
	so purchased shall be transferred to the	circumstance set out in item (1) of Article
	employees within one year.	34, it shall cancel such shares within 10
		days from the date of the purchase. If
	If the Company cancels shares, it shall carry	the Company purchases its shares for the
	out the registration of the change in its	reason specified in item (2) or item (4), it
	registered capital with its original registrar.	shall transfer or cancel such shares within
		six months.;The number of its shares
	The amount of the Company's registered	purchased by the Company pursuant toif
	capital shall be reduced by the total par	the Company purchases its shares for the
	value of the shares canceled.	reason specified initem (3), item (5) and
		item (6), the total number of shares held
		by the Company shall not exceed 10% of
		the total issued shares of the Company
		and shall be transferred or canceled
		within 3 years.of Article 34 will not
		exceed 5 per cent of its total outstanding
		shares, and the funds used for such purchase
		shall be paid from the Company's after-tax
		profits. The shares so purchased shall be
		transferred to the employees within one
		year.

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APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

		The Articles of Association
No.	Original Articles	Amended Articles
			If the Company cancels shares, it shall carry
			out the registration of the change in its
			registered capital with its original registrar.
			The amount of the Company's registered
			capital shall be reduced by the total par
			value of the shares canceled.
			If the repurchase and cancellation of the
			shares are otherwise stipulated in the
			relevant regulations by the regulatory
			authority and stock exchange of the
			places where the Company's shares are
			listed, such regulations shall prevail.
4.	Article 91 Shareholders shall appoint	Article 91 Shareholders shall appoint
	their proxies by written instruments, which	their proxies by written instruments, which
	shall be signed by the principals or their	shall be signed by the principals or their
	agents appointed in writing. If the principal	agents appointed in writing. If the principal
	is a legal person, the instrument shall	is a legal person, the instrument shall
	be under the seal of the legal person or	be under the seal of the legal person or
	signed by its director(s) or duly authorized	signed by its director(s) or duly authorized
	agent(s).	agent(s).
	The instrument of appointment by which	The instrument of appointment by which
	a shareholder appoints another person to	a shareholder appoints another person to
	attend a general meeting shall specify the	attend a general meeting shall specify the
	following particulars:	following particulars:
	(1)	the names of the principal and of the	(1)	the names of the principal and of the
		proxy;		proxy;
	(2)	the number of shares of the principal	(2)	the number of shares of the principal
		that the proxy represents;		that the proxy represents;
	(3)	whether the proxy has the right to	(3)	whether the proxy has the right to
		vote;		vote;

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APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Articles of Association

No.	Original Articles	Amended Articles
	(4)	separate instructions as to whether	(4)	separate instructions as to whether to
		to vote for, vote against, or abstain		vote for or, voteagainst, or abstain
		from voting on, each item included		from voting on,each item included
		on the agenda of the general meeting		on the agenda of the general meeting
		as an item for consideration thereat;		as an item for consideration thereat;
	(5)	whether the proxy has the right to	(5)	whether the proxy has the right to
		vote on extempore motions that		vote on extempore motions that
		may be added to the agenda of the		may be added to the agenda of the
		meeting and the specific instructions		meeting and the specific instructions
		as to what vote to cast if he or she		as to what vote to cast if he or she
		has such right to vote;		has such right to vote;
	(6)	t h e d a t e	o f i s s u a n c e a n d t e r m	(6)	t h e d a t e o f i s s u a n c e a n d t e r m
		of validity of the instrument of		of validity of the instrument of
		appointment; and		appointment; and
	(7)	t h e s i g n a t u r e ( o r s e a l ) o f t h e	(7)	t h e s i g n a t u r e ( o r s e a l ) o f t h e
		principal; if the principal is a legal		principal; if the principal is a legal
		person shareholder, the power of		person shareholder, the power of
		attorney shall bear the seal of the		attorney shall bear the seal of the
		legal person.		legal person.
5.	Article 110	When a ballot is held,	Article 110 When a ballot is held,
	shareholders (including proxies) having the	shareholders (including proxies) having the
	right to two or more votes need not use all	right to two or more votes need not use all
	of their voting rights in the same way.	of their voting rights in the same way.

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APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Articles of Association

No.	Original Articles	Amended Articles
6.	Article 124 The shareholders present at	Article 124 The shareholders (including
	a general meeting shall express one of the	their proxies)present at a general meeting
	following opinions on motions that are put	shall clearly vote for or against each
	to a vote: consent, opposition or abstention.	matter which has been put to voteexpress
		one of the following opinions on motions
	If a ballot is blank, marked erroneously,	that are put to a vote: consent, opposition or
	illegible or has not been cast, the voter	abstention.
	shall be deemed to have waived his or her
	right to vote and the voting results for the	If a ballot is blank, marked erroneously,
	number of shares that he or she holds shall	illegible or has not been cast, the voter shall
	be recorded as "abstained".	be deemed to have waived his or her right to
		vote and if a shareholder or his/her proxy
		casts abstention vote or abstains from
		voting, any vote cast by such shareholder
		or his/her proxy shall not be counted in
		the voting results of the Company	for the
		number of shares that he or she holds shall
		be recorded as "abstained".

• The Articles of Association and its amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

- 12 -

APPENDIX II	PARTICULARS OF PROPOSED AMENDMENTS TO
	THE RULES OF PROCEDURE FOR GENERAL MEETINGS

Details of proposed amendments to the Rules of Procedure for General Meetings* are set out as follows:

The Rules of Procedure for General Meetings

No. Original Articles

Amended Articles

1. Article 33 If a shareholder entrusts Article 33 If a shareholder entrusts

another person to attend the meeting, such	another person to attend the meeting, such
entrustment shall be a written form. The	entrustment shall be a written form. The
proxy shall submit a letter of attorney	proxy shall submit a letter of attorney
to the Company and exercise the voting	to the Company and exercise the voting
right within the scope of authorization.	right within the scope of authorization.
Such letter of attorney shall contain the	Such letter of attorney shall contain the
following:	following:
(I)	the names of the principal and of the	(I)	the names of the principal and of the
	proxy;		proxy;
(II)	the number of shares of the principal	(II)	the number of shares of the principal
	that the proxy represents;		that the proxy represents;
(III)	whether the proxy has the right to	(III)	whether the proxy has the right to
	vote;		vote;
(IV)	separate instructions as to whether	(IV)	separate instructions as to whether to
	to vote for, vote against, or abstain		vote for,or	vote	against, or abstain
	from voting on, each item included		from voting on,each item included
	on the agenda of the general meeting		on the agenda of the general meeting
	as an item for consideration thereat;		as an item for consideration thereat;
(V)	whether the proxy has the right to	(V)	whether the proxy has the right to
	vote on extempore motions that		vote on extempore motions that
	may be added to the agenda of the		may be added to the agenda of the
	meeting and the specific instructions		meeting and the specific instructions
	as to what vote to cast if he or she		as to what vote to cast if he or she
	has such right to vote;		has such right to vote;
(VI)	t h e d a t e o f i s s u a n c e a n d t e r m	(VI)	t h e d a t e o f i s s u a n c e a n d t e r m
	of validity of the instrument of		of validity of the instrument of
	appointment;		appointment;
(VII)	t h e s i g n a t u r e ( o r s e a l ) o f t h e	(VII)	t h e s i g n a t u r e ( o r s e a l ) o f t h e
	principal; if the principal is a legal		principal; if the principal is a legal
	person shareholder, the power of		person shareholder, the power of
	attorney shall bear the seal of the		attorney shall bear the seal of the
	legal person.		legal person.

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APPENDIX II	PARTICULARS OF PROPOSED AMENDMENTS TO
		THE RULES OF PROCEDURE FOR GENERAL MEETINGS
			The Rules of Procedure for General Meetings
	No.	Original Articles		Amended Articles
		The power of attorney shall indicate	The power of attorney shall indicate
		whether the proxy can vote at his/her	whether the proxy can vote at his/her
		discretion if the shareholder does not make	discretion if the shareholder does not make
		specific instructions.	specific instructions.
	2.	Article 49 Resolutions of the general	Article 49 Resolutions of the general
		m e e t i n g a r e d i v i d e d i n t o o r d i n a r y	m e e t i n g a r e d i v i d e d i n t o o r d i n a r y
		resolutions and special resolutions. Ordinary	resolutions and special resolutions. Ordinary
		resolutions of the general meeting shall	resolutions of the general meeting shall
		be adopted by shareholders in attendance	be adopted by shareholders in attendance
		(including proxies) holding at least half	(including proxies) holding at least half
		of the voting rights. Special resolutions	of the voting rights. Special resolutions
		of the general meeting shall be adopted	of the general meeting shall be adopted
		by shareholders in attendance (including	by shareholders in attendance (including
		proxies) holding at least two-thirds of the	proxies) holding at least two-thirds of the
		voting rights.		voting rights.
		Shareholders (including proxies) attending	Shareholders (including proxies) attending
		the meeting shall clearly express their	the meeting shall clearly express their
		voting intentions such as aye, nay or	voting intentions such as aye, nay or
		abstention for each matter to be voted on.	abstention for each matter to be voted on.
	3.	Article 60 The shareholders present at	Article 60 The shareholders (including
		a general meeting shall express one of the	proxies)present at a general meeting shall
		following opinions on motions that are put	express one of the following opinions on
		to a vote: consent, opposition or abstention.	motions that are put to a vote: consent,
				clearly express their voting intentions
		If a ballot is blank, marked erroneously,	such as consent oropposition or abstention
		illegible or has not been cast, the voter	for each matter to be voted on.
		shall be deemed to have waived his or her
		right to vote and the voting results for the	If a ballot is blank, marked erroneously,
		number of shares that he or she holds shall	illegible or has not been cast, the voter shall
		be recorded as "abstained".	be deemed to have waived his or her right to
				vote and if a shareholder or his/her proxy
				casts abstention vote or abstains from
				voting, any vote cast by such shareholder
				or his/her proxy shall not be counted in
				the voting results of the Company	for the
				number of shares that he or she holds shall
				be recorded as "abstained".

• The Rules of Procedure for General Meetings and its amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 1786)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the "EGM") of CRCC High-Tech Equipment Corporation Limited (the "Company") will be held at Meeting Room, Expo Garden Hotel, No.5 Expo Road, Kunming City, Yunnan Province, the PRC at 9:00 a.m. on Friday,

27 March 2020 for the purposes of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the proposed amendments to the Rules of Procedure for General Meetings of CRCC High-Tech Equipment Corporation Limited.

SPECIAL RESOLUTION

2. To consider and approve the resolution in relation to the proposed amendments to the Articles of Association of CRCC High-Tech Equipment Corporation Limited.

By Order of the Board

CRCC High-Tech Equipment Corporation Limited

Liu Feixiang

Chairman

Kunming, the PRC, 11 February 2020

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Unless specifically indicated, details of the resolution are set out in the circular of the Company dated 11 February 2020. Terms defined therein shall have the same meanings when used in this notice.
2. The H Share register of members of the Company will be closed from Wednesday, 26 February 2020 to Friday, 27 March 2020 (both days inclusive), during which period no transfer of H Shares of the Company will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 February 2020. Any holders of H Shares and Domestic Shares, whose names appear on the Company's register of members on Tuesday, 25 February 2020 are entitled to attend and vote at the EGM after completing the registration procedures for attending the EGM.
   The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited is as follows:
   Shops 1712-1716 17th Floor Hopewell Centre
   183 Queen's Road East Wanchai
   Hong Kong
3. Holders of H Shares and Domestic Shares, who intend to attend the EGM, must complete the reply slip for attending the EGM and return the same to the office of the Board not later than 20 days before the date of the EGM, i.e. on or prior to Friday, 6 March 2020.
   Details of the office of the Board are as follows:
   No. 384, Yangfangwang Jinma Town, Kunming City Yunnan Province
   PRC
   Postal code: 650215
   Fax: [phone]
4. Each holder of H shares of the Company who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM.
5. The instrument appointing a proxy by the shareholders must be signed by the person appointing the proxy or an attorney duly authorized by such person in writing. If the instrument is signed by an attorney of the person appointing the proxy, the power of attorney authorizing the attorney to sign, or other documents of authorization, shall be notarially certified.
6. To be valid, for holder of H shares of the Company, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authorization documents, must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at the 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. 9:00 a.m. on Thursday, 26 March 2020) or any adjournment thereof.
7. Each holder of Domestic Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. Notes (d) and (e) also apply to holder of Domestic Shares, only that the form of proxy or other documents of authorization must be delivered to the office of the Board, the address of which is set out in Note (c) above, not less than 24 hours before the time fixed for holding the EGM (i.e. 9:00 a.m. on Thursday, 26 March 2020) or any adjournment thereof in order for such documents to be valid.

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NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

1. If a proxy attends the EGM on behalf of a shareholder, he shall produce his identification document and the instrument or document signed by the appointer or his legal representative specifying the date of its issuance. If a legal person shareholder appoints a corporate representative to attend the EGM, such representative shall produce his identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of the license issued by such legal person shareholder.
2. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

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