BII Railway Transportation Technology : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

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.

京 投 軌 道 交 通 科 技 控 股 有 限 公 司

BII Railway Transportation Technology Holdings Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1522)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

SUBSCRIPTION OF WEALTH MANAGEMENT PRODUCTS

On 27 August 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreement V to subscribe for a wealth management product in the subscription amount of RMB15 million (equivalent to approximately HK$16.95 million).

On 10 September 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreements VI to subscribe for wealth management products in the aggregate subscription amount of RMB70 million (equivalent to approximately HK$79.1 million).

On 10 September 2020, BII Zhuoyue and ICBC entered into the BII Zhuoyue Wealth Management Agreement VII to subscribe for a wealth management product in the subscription amount of RMB20 million (equivalent to approximately HK$22.6 million).

LISTING RULES IMPLICATIONS

References are made to (i) the announcement of the Company dated 28 April 2020 in relation to the BII Zhuoyue Wealth Management Agreement I entered into between BII Zhuoyue and Industrial Bank in the subscription amount of RMB20 million (equivalent to approximately HK$22.6 million), and the BII Zhuoyue Wealth Management Agreements II entered into between BII Zhuoyue and Industrial Bank in the aggregate subscription amount of RMB90 million (equivalent to approximately HK$101.7 million); and (ii) the announcement of the Company dated 29 July 2020 in relation to the BII Zhuoyue Wealth Management Agreement III entered into between BII Zhuoyue and ICBC in the subscription amount of RMB20 million (equivalent to approximately HK$22.6 million), and the BII Zhuoyue Wealth Management Agreement IV entered into between BII Zhuoyue and ICBC in the subscription amount of RMB50 million (equivalent to approximately HK$56.5 million). As at the date of this announcement, the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement IV are subsisting.

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On 27 August 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreement V. As at 27 August 2020, the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V were subsisting and the BII Zhuoyue Wealth Management Agreements II expired. As both the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V were entered into with Industrial Bank within 12 months, the transactions under these agreements shall be aggregated pursuant to Rule 14.22 of the Listing Rules. However, as all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of both the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V, when calculated on an aggregate basis, are less than 5%, the transaction under the BII Zhuoyue Wealth Management Agreement V is not subject to any announcement requirements under Chapter 14 of the Listing Rules.

On 10 September 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreements VI. As the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI were entered into with Industrial Bank within 12 months, the transactions contemplated under these agreements shall be aggregated pursuant to Rule

14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI, when calculated on an aggregate basis, is more than 5% but less than 25%, the transactions under the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

On 10 September 2020, BII Zhuoyue and ICBC entered into the BII Zhuoyue Wealth Management Agreement VII. As at 10 September 2020, the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII were subsisting and the BII Zhuoyue Wealth Management Agreement III expired. As both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII were entered into with ICBC within 12 months, the transactions under these agreements shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII, when calculated on an aggregated basis, is more than 5% but less than 25%, the transactions under both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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THE TRANSACTIONS

The Board announces that (i) on 27 August 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreement V; (ii) on 10 September 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreements VI; and (iii) on 10 September 2020, BII Zhuoyue and ICBC entered into the BII Zhuoyue Wealth Management Agreement VII. Pursuant to the foregoing agreements, BII Zhuoyue agreed to subscribe for wealth management products in an aggregate amount of RMB105 million (equivalent to approximately HK$118.65 million) using its self-owned funds. Set out below are the principal terms of the BII Zhuoyue Wealth Management Agreement V, the BII Zhuoyue Wealth Management Agreements VI and the BII Zhuoyue Wealth Management Agreement VII:

BII Zhuoyue Wealth Management Agreement V

Parties	BII Zhuoyue and Industrial Bank
Subscription date	27 August 2020
Name of product	Industrial Bank Corporate Finance Structured Deposit Product
	(Closed-end)*(興業銀行企業金融結構性存款（封閉式）)
Type of product	Principal-guaranteed with floating income
Subscription amount	RMB15 million (equivalent to approximately HK$16.95
	million)
Term of the investment	63 days
Linked subject of the	Shanghai Gold A.M. Benchmark Price* (上海金上午基準價) as
floating income	quoted on the Shanghai Gold Exchange
Expected annualised rate	2.9%-2.9795%
of return
Right of early termination	BII Zhuoyue does not have the right of early termination or
or redemption	redemption for this product whereas Industrial Bank has the
	right of early termination for this product.

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BII Zhuoyue Wealth Management Agreements VI
	BII Zhuoyue Wealth	BII Zhuoyue Wealth
	Management Agreements VI	Management Agreements VI
	(A)	(B)
Parties	BII Zhuoyue and Industrial Bank
Subscription date	10 September 2020
Name of product	Industrial Bank Corporate Finance Structured Deposit Product*
	(興業銀行企業金融結構性存款)
Type of product	Principal-guaranteed with floating income
Subscription amount	RMB50 million (equivalent	RMB20 million (equivalent
	to approximately HK$56.5	to approximately HK$22.6
	million)	million)
Term of the investment	90 days	90 days
Linked subject of the	Shanghai Gold A.M. Benchmark Price* (上海金上午基準價) as
floating income	quoted on the Shanghai Gold Exchange
Expected annualised rate	2.9-2.9795%	2.9-2.9795%
of return
Right of early termination	BII Zhuoyue does not have the right of early termination or
or redemption	redemption for this product whereas Industrial Bank has the
	right of early termination for this product.

BII Zhuoyue Wealth Management Agreement VII

Parties	BII Zhuoyue and ICBC
Subscription date	10 September 2020
Name of product	ICBC Principal-Guaranteed "Sui Xin E" (Targeted) Issue 3 of
	2017* ( 工銀理財保本型「隨心E」（定向）2017 年第3 期)
Type of product	Principal-guaranteed with floating income
Subscription amount	RMB20 million (equivalent to approximately HK$22.6 million)
Term of the investment	62 days

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Investments of the product	This product mainly invests in the following assets that
	conform to relevant supervisory requirements: (i) highly liquid
	assets, including but not limited to bonds, deposits, money
	market funds, bond funds, pledged repos and other money
	market trading instruments; (ii) other assets or asset portfolios,
	including but not limited to collective asset management
	plans or targeted asset management plans offered by securities
	companies, asset management plans for specific clients offered
	by fund management companies, and investment plans offered
	by insurance asset management companies; (iii) creditor's
	rights assets, including but not limited to creditor's rights trust
	plans and creditor's rights entrusted by Beijing Financial Assets
	Exchange.
Expected annualised rate	2.1%
of return
Right of early termination	Both BII Zhuoyue and ICBC have the right of early termination
or redemption	or redemption (as the case may be) for this product.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Group aims to improve capital gains on its funds by reasonably and effectively mobilising its self-owned funds, on the premises that the security and liquidity of the funds are ensured in order to meet the Group's daily operations and dividend payment needs. Given that the above wealth management products are all principal-guaranteed and their expected returns are exposed to limited risk, the Group expects that it is able to obtain a higher return by subscribing for these wealth management products when compared to fixed deposits offered by PRC commercial banks, thereby increasing the Group's earnings.

The Group has compared and considered the terms of similar types of wealth management products in the market and is of the view that the terms of the BII Zhuoyue Wealth Management Agreement V, the BII Zhuoyue Wealth Management Agreements VI and the BII Zhuoyue Wealth Management Agreement VII are fair and reasonable. In view of the above and having taken into consideration the normal operation funding needs and liquidity needs of the Group, the Directors are of the opinion that the terms of the BII Zhuoyue Wealth Management Agreement V, the BII Zhuoyue Wealth Management Agreements VI and the BII Zhuoyue Wealth Management Agreement VII are fair and reasonable, and the BII Zhuoyue Wealth Management Agreement V, the BII Zhuoyue Wealth Management Agreements VI and the BII Zhuoyue Wealth Management Agreement VII have been entered into on normal commercial terms or better and are in the interests of the Company and its shareholders as a whole.

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INTRODUCTION TO THE PARTIES

The Group integrates investment and finance, research and development of technologies, intelligent railway transportation business and maintenance of application solution services, and implements the industry layout of "giving priority to intelligent railway transportation services and infrastructure information services and supplementing with new business development through joint ventures and partnership", thereby building a business layout of providing the whole life-cycle service for the development of railway transportation. The Group has been aiming for scientific and technological innovations such as rail transit cloud platform construction and big data construction and analysis, so as to promote the development of urban rail transit systems from informationised business to intelligent business. BII Zhuoyue is a wholly-owned subsidiary of the Company.

Industrial Bank is a licensed bank established under the laws of the PRC, which provides corporate and personal banking business, treasury business, and other financial services in the PRC. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Industrial Bank and its ultimate beneficial owners are parties independent of the Company and its connected persons under the Listing Rules.

ICBC is a licensed bank established under the laws of the PRC, which provides corporate and personal banking business, treasury business, and other financial services in the PRC. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, ICBC and its ultimate beneficial owners are parties independent of the Company and its connected persons under the Listing Rules.

LISTING RULES IMPLICATIONS

References are made to (i) the announcement of the Company dated 28 April 2020 in relation to the BII Zhuoyue Wealth Management Agreement I entered into between BII Zhuoyue and Industrial Bank in the subscription amount of RMB20 million (equivalent to approximately HK$22.6 million), and the BII Zhuoyue Wealth Management Agreements II entered into between BII Zhuoyue and Industrial Bank in the aggregate subscription amount of RMB90 million (equivalent to approximately HK$101.7 million); and (ii) the announcement of the Company dated 29 July 2020 in relation to the BII Zhuoyue Wealth Management Agreement

1. entered into between BII Zhuoyue and ICBC in the subscription amount of RMB20 million (equivalent to approximately HK$22.6 million), and the BII Zhuoyue Wealth Management Agreement IV entered into between BII Zhuoyue and ICBC in the subscription amount of RMB50 million (equivalent to approximately HK$56.5 million). As at the date of this announcement, the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement IV are subsisting.

On 27 August 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreement V. As at 27 August 2020, the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V were subsisting and the BII Zhuoyue Wealth Management Agreements II expired. As both the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V were entered into with Industrial Bank within 12 months, the transactions under these agreements shall be aggregated pursuant to Rule 14.22 of the Listing Rules. However, as all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of both the BII Zhuoyue Wealth Management Agreement I and the BII Zhuoyue Wealth Management Agreement V, when calculated on an aggregate basis, are less than 5%, the transaction under the BII Zhuoyue Wealth Management Agreement V is not subject to any announcement requirements under Chapter 14 of the Listing Rules.

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On 10 September 2020, BII Zhuoyue and Industrial Bank entered into the BII Zhuoyue Wealth Management Agreements VI. As the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI were entered into with Industrial Bank within 12 months, the transactions contemplated under these agreements shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the transactions under the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI, when calculated on an aggregate basis, is more than 5% but less than 25%, the transactions under the BII Zhuoyue Wealth Management Agreement I, the BII Zhuoyue Wealth Management Agreement V and the BII Zhuoyue Wealth Management Agreements VI constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

On 10 September 2020, BII Zhuoyue and ICBC entered into the BII Zhuoyue Wealth Management Agreement VII. As at 10 September 2020, the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII were subsisting and the BII Zhuoyue Wealth Management Agreement III expired. As both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII were entered into with ICBC within 12 months, the transactions under these agreements shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII, when calculated on an aggregated basis, is more than 5% but less than 25%, the transactions under both the BII Zhuoyue Wealth Management Agreement IV and the BII Zhuoyue Wealth Management Agreement VII constitute discloseable transactions for the Company under Chapter 14 of the Listing Rules and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below, unless the context otherwise requires:

"BII Zhuoyue"	北京京投卓越科技發展有限公司 (Beijing BII Zhuoyue
	Technology Development Co., Ltd.*), a company established
	in the PRC with limited liability and an indirect wholly-
	owned subsidiary of the Company
"BII Zhuoyue Wealth	the wealth management agreement entered into between
Management Agreement I"	BII Zhuoyue and Industrial Bank dated 28 April 2020
	in relation to the subscription of a wealth management
	product in the amount of RMB20 million (equivalent to
	approximately HK$22.6 million) by BII Zhuoyue from
	Industrial Bank

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"BII Zhuoyue Wealth	the wealth management agreements entered into between
Management Agreements II"	BII Zhuoyue and Industrial Bank dated 28 April 2020
	in relation to the subscription of wealth management
	products in the amount of RMB20 million (equivalent to
	approximately HK$22.6 million), RMB40 million (equivalent
	to approximately HK$45.2 million) and RMB30 million
	(equivalent to approximately HK$33.9 million) respectively
	by BII Zhuoyue from Industrial Bank
"BII Zhuoyue Wealth	the wealth management agreement entered into between
Management Agreement III"	BII Zhuoyue and ICBC dated 3 July 2020 in relation to the
	subscription of a wealth management product in the amount
	of RMB20 million (equivalent to approximately HK$22.6
	million) by BII Zhuoyue from ICBC
"BII Zhuoyue Wealth	the wealth management agreement entered into between
Management Agreement IV"	BII Zhuoyue and ICBC dated 29 July 2020 in relation to the
	subscription of a wealth management product in the amount
	of RMB50 million (equivalent to approximately HK$56.5
	million) by BII Zhuoyue from ICBC
"BII Zhuoyue Wealth	the wealth management agreement entered into between
Management Agreement V"	BII Zhuoyue and Industrial Bank dated 27 August 2020
	in relation to the subscription of a wealth management
	product in the amount of RMB15 million (equivalent to
	approximately HK$16.95 million) by BII Zhuoyue from
	Industrial Bank
"BII Zhuoyue Wealth	the wealth management agreements entered into between
Management Agreements VI"	BII Zhuoyue and Industrial Bank dated 10 September
	2020 in relation to the subscription of wealth management
	products in the amount of RMB50 million (equivalent
	to approximately HK$56.5 million) and RMB20 million
	(equivalent to approximately HK$22.6 million) respectively
	by BII Zhuoyue from Industrial Bank
"BII Zhuoyue Wealth	the wealth management agreement entered into between
Management Agreement VII"	BII Zhuoyue and ICBC dated 10 September 2020 in relation
	to the subscription of a wealth management product in the
	amount of RMB20 million (equivalent to approximately
	HK$22.6 million) by BII Zhuoyue from ICBC
"Board"	the board of Directors
"Company"	BII Railway Transportation Technology Holdings Company
	Limited, a company incorporated in the Cayman Islands with
	limited liability, the shares of which are listed on the Stock
	Exchange

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"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"ICBC"	中國工商銀行 (Industrial and Commercial Bank of China*),
	a licensed bank in the PRC
"Industrial Bank"	興業銀行股份有限公司 (Industrial Bank Co., Ltd.*), a
	licensed bank in the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China which, for the purposes of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
	By Order of the Board
	BII Railway Transportation Technology
	Holdings Company Limited
	Xuan Jing
	Executive Director
	Chief Executive Officer

Hong Kong, 10 September 2020

As at the date of this announcement, the executive Directors are Mr. Cao Wei and Ms. Xuan Jing; the non-executive Directors are Mr. Zhang Yanyou, Mr. Guan Jifa, Mr. Zheng Yi and Mr. Ren Yuhang; and the independent non-executive Directors are Mr. Bai Jinrong, Mr. Luo Zhenbang and Mr. Huang Lixin.

For the purpose of this announcement, unless otherwise specified, conversions of RMB into HK$ are based on the approximate exchange rate of RMB1.00 to HK$1.13.

• For identification purposes only

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