CRRC Corporation Limited — Proxy Solicitation & Information Statement 2011

Mar 7, 2011

中國南車股份有限公司 CSR CORPORATION LIMITED

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

(Stock code:1766)

PROXY FORM FOR THE SOLICITATION OF VOTES BY INDEPENDENT DIRECTORS FOR 2011 FIRST H SHAREHOLDERS’ CLASS MEETING TO BE HELD ON TUESDAY, 26 APRIL 2011

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

I/We [(Note 2) ]

of

being H shareholder(s) of CSR Corporation Limited (the “ Company ”) confirm as the appointing party that I/we, prior to signing this proxy form, have read carefully the full text of the announcement of the Company dated 8 March 2011, which is the Report on the Solicitation of Votes by the Independent Directors prepared and published by the Company for the solicitation of votes, the Notice of 2011 First H Shareholders’ Class Meeting and other relevant documents of the Company, and I/we have been sufficiently informed about details relating to the solicitation of votes. I/we have the right to, prior to registering for the on-site meeting, revoke the appointment of Mr. Chen Yongkuan under this proxy form or to amend the contents of this proxy form in accordance with procedures specified in the Report on the Solicitation of Votes by the Independent Directors.

As the appointing party, I/we hereby appoint Mr. Chen Yongkuan, an independent non-executive Director, as my/our proxy to attend the 2011 First H Shareholders’ Class Meeting of the Company (the “ H Shareholders’ Class Meeting ”) and to exercise the votes in respect of following matters in accordance with instructions contained herein.

My/our voting instructions in respect of the matters for which votes are being solicited are as follows:

	SPECIAL RESOLUTIONS	For(Note 3)	Against (Note 3)	Abstain(Note 3)
1.	THATthe Share Option Scheme, the terms of which are
	contained in the document marked “A” produced to the
	H Shareholders’ Class Meeting and, for the purposes of
	identification, signed by the chairman thereof and summarised
	in the circular of the Company dated 8 March 2011, on the
	following particular structure and terms, be and is hereby
	approved and adopted:
	1.1source and number of A Shares subject to the Share
	Options
	1.2the scope of Participants and basis for determining the
	Participants

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 3)	For(Note 3)	Against (Note 3)	Against (Note 3)	Abstain(Note 3)
1.3number of Share Options to be granted to the Directors,senior management personnel and other Participants orthe method for determining the number of Share Optionsto be granted
1.4the life of the Share Option Scheme and lock-upprovisions on the A Shares which are subject to the ShareOptions
1.5conditions of the Grant and exercise of the Share Options
1.6the exercise price of the Share Options or the method fordetermining the exercise price
1.7methods and procedures of the adjustment of the numberof Share Options and subject Shares and the exerciseprice of the Share Options
1.8provisions on amendments and termination of the ShareOption Scheme
	rovisions on amendments and termination of the Shareption Scheme
2.THATthe Measures for Appraisal of Performance ofParticipants to the Share Option Scheme, the terms of whichare contained in the document marked “B” produced to theH Shareholders’ Class Meeting and, for the purposes ofidentification, signed by the chairman thereof and summarised inthe Appendix III to the circular of the Company dated 8 March2011, be and is hereby approved and adopted.	the Measures for Appraisal of Performance ofnts to the Share Option Scheme, the terms of whichained in the document marked “B” produced to theholders’ Class Meeting and, for the purposes ofation, signed by the chairman thereof and summarised in

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SPECIAL RESOLUTIONS	For(Note 3)	Against (Note 3)	Abstain(Note 3)
3.THATthe Board be and is authorized to implement andadminister the Share Option Scheme of the Company. TheBoard is authorized to, inter alia:(i)grant the Share Options to the Participants uponfulfilment of the conditions of Grant by the Companyand the Participants, and to handle all matters necessaryin relation to the granting of Share Options;(ii)examine and confirm the fulfilment of the effectiveconditions by the Company and the Participants, and tohandle all matters necessary in relation to the exercise ofShare Options by the Participants;(iii)adjust the number and exercise price of the Share Optionsin the event of any capitalization issue, bonus issue,sub-division or consolidation of Shares, rights issue orreduction of capital in accordance with the provisions ofthe Share Option Scheme;(iv)handle the Share Options (effective or not effective,exercised or outstanding) granted to the Participantsin accordance with the provisions of the Share OptionScheme, in the event of resignation, retirement or deathof a Participant or occurrence of other special events inrelation to the Company or the Participants as specifiedin the Share Option Scheme;(v)determine whether to reclaim the benefits obtainedfrom the exercise of Share Options by Participants asstipulated in accordance with the Share Option Scheme;(vi)otherwise manage the Share Option Scheme wherenecessary;(vii)carry out any other matters (exclusive of those mattersexpressly stipulated in relevant documents to bedetermined/approved by the general meeting) necessaryfor the implementation of the Share Option Scheme.

• Full text of the above resolutions are set out in the Notice of H Shareholders’ Class Meeting contained in the circular of the Company dated 8 March 2011. You shall refer to the circular before appointing a proxy.

Signature [ (Note 4)] :

Date:

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Notes:

Important: You shall refer to the circular of the Company dated 8 March 2011 before appointing a proxy.

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

2. 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.

3. 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”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. 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 H Shareholders’ Class Meeting other than those referred to in the Notice of the H Shareholders’ Class Meeting.

4. This proxy form 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 proxy form 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.

• 5 Where there are joint registered holders of any share, any one of such persons may vote at the H Shareholders’ Class 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 H Shareholders’ Class 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.

1. In order to be valid, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for the H Shareholders’ Class Meeting.

2. Completion and return of the proxy form will not preclude you from attending and voting at the H Shareholders’ Class Meeting should you wish to do so.

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