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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 26 APRIL 2011

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

I/We [(Note 3) ] of

being 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 Extraordinary General Meeting (the “ EGM Notice ”) 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 extraordinary general meeting of the Company (the “ EGM ”) 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 4)	Against(Note 4)	**Abstain **(Note 4)
1.THATthe Share Option Scheme, the terms of which arecontained in the document marked “A” produced to the EGMand, for the purposes of identification, signed by the chairmanthereof and summarised in the circular of the Company dated 8March 2011, on the following particular structure and terms, beand is hereby approved and adopted:
1.1source and number of A Shares subject to the ShareOptions
1.2the scope of Participants and basis for determining theParticipants

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SPECIAL RESOLUTIONS	For(Note 4)	Against(Note 4)	**Abstain **(Note 4)
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
2.THATthe Measures for Appraisal of Performance ofParticipants to the Share Option Scheme, the terms of which arecontained in the document marked “B” produced to the EGMand, for the purposes of identification, signed by the chairmanthereof and summarised in the Appendix III to the circular ofthe Company dated 8 March 2011, be and is hereby approvedand adopted.

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SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 4)	Against(Note 4)	**Abstain **(Note 4)
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.
		fulfilment of the conditions of Grant by the Company
		and the Participants, and to handle all matters necessaryin relation to the granting of Share Options;
	(i(i(i
		i)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;ii)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;v)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 in
		relation to the Company or the Participants as specifiedin the Share Option Scheme;)determine whether to reclaim the benefits obtainedfrom the exercise of Share Options by Participants asstipulated in accordance with the Share Option Scheme;
	(v	i)otherwise manage the Share Option Scheme where
	(v	necessary;ii)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.
	Fullcirc	text of the above resolutions are set out in the EGM Notice contained in the circular of the Company dated 8 March 2011. You should refer toular before appointing a proxy.
		(Note 5):Date:

• Full text of the above resolutions are set out in the EGM Notice contained in the circular of the Company dated 8 March 2011. You should refer to the circular before appointing a proxy.

Signature [(Note 5)] :

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 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 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 proxy form 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. 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 boxes 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 EGM other than those referred to in the EGM Notice.

5. 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.

6. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, 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 EGM, 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.

7. To be valid, for H Shareholders, this proxy form, together with the notarially certified power of attorney or other document of authorization, 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 EGM.

8. Completion and return of this proxy form will not preclude you from attending and voting at the EGM should you wish to do so.

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