CRRC Corporation Limited — Proxy Solicitation & Information Statement 2009

Jun 21, 2009

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(Stock Code: 1766)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 7 AUGUST 2009

No. of shares to which this form of proxy relates [(Note 1)] Type of shares (A shares or H shares) to which this form of proxy relates [(Note 2)]

I/We [(Note 3)]

of

being shareholder(s) of China South Locomotive & Rolling Stock Corporation Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note 4) ] or of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the People’s Republic of China, at 9:30 a.m. on Friday, 7 August 2009 and at any adjournment thereof as hereunder indicated in respect of the resolution set out in the Notice of Extraordinary General Meeting of the Company dated 22 June 2009 (“ EGM Notice ”), and if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTION For [(Note 5)] Against [(Note 5)]

1. To consider and approve the proposed issue of Medium-term Notes by the Company.

• The full texts of the resolution are set out in the EGM Notice which is included in the circular dispatched to shareholders on 22 June 2009.

Signature [(Note 6)] : Date:

Notes:

Important: You shall refer to the extraordinary general meeting circular of the Company dated 22 June 2009 before appointing a proxy.

1. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the issued share capital of the Company registered in your name(s).

2. Please also insert the type of shares (A shares or H shares) to which this form of proxy relates.

3. Please insert the full name(s) (in Chinese or in English, as shown in the register of members of the Company) and registered address(es) in BLOCK LETTERS .

4. If any proxy other than the Chairman of the Meeting is preferred, delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the Meeting and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the Meeting other than those referred to in the EGM Notice.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under its seal or under the hand of a legal representative or other attorney duly authorized to sign the same. If this form of proxy is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified.

7. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting, personally or by proxy, then one of the persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

8. To be valid, for holders of A shares, this form of proxy, together with the notarially certified power of attorney or other document of authorization, must be delivered to the Board Office at the Company’s principal place of business at No. 16 Central West Fourth Ring Road, Haidian District, Beijing, The PRC, Postal Code: 100036, not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong within the same period.