CRRC Corporation Limited — Proxy Solicitation & Information Statement 2012

Sep 25, 2012

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 licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CSR Corporation Limited (the “Company”) , you should at once hand this circular, the enclosed form of proxy and reply slip for attending the meeting to the purchaser or the transferee or to the bank, licensed dealer in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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)

(1)PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS DENOMINATED IN RMB; AND (2) NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the 2012 first extraordinary general meeting (the “ EGM ”) to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 1:30 p.m. on Monday, 12 November 2012 (registration will begin at 12:00 noon) is set out on pages 5 to 8 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company as soon as possible. For H Shareholders, the form of proxy should be returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, and for A Shareholders, the form of proxy should be returned to the Company’s Board Office in person or by post not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof in any event. Completion and return of the form of proxy will not preclude you from attending, and voting at, the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or to the Company’s Board Office (for A Shareholders) on or before Monday, 22 October 2012.

26 September 2012

CONTENTS

Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of 2012 First Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “A Share(s)”

RMB-denominated ordinary share(s) with a nominal value of RMB 1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange (Stock Code: 601766)

• “A Shareholders” holders of A Shares

• “Articles of Association” the articles of association of the Company

• “Board” the board of Directors of the Company

“Company” CSR Corporation Limited, a joint stock limited company incorporated in the PRC with limited liability, the H Shares and the A Shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively

• “Debentures” the one or a portfolio of debt financing instruments denominated in RMB proposed to be issued by the Company, including corporate bonds, ultra-short-term debentures, shortterm debentures and/or medium-term notes in one or multiple tranches, with the total outstanding repayment amount not exceeding an aggregate of RMB15 billion

• “Director(s)” the director(s) of the Company

• “EGM”

the 2012 first extraordinary general meeting of the Company to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 1:30 p.m. on Monday, 12 November 2012 to consider and approve the proposed issue of debt financing instruments denominated in RMB, the notice of which is set out on pages 5 to 8 of this circular, or any adjourned meeting thereof

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DEFINITIONS

• “H Share(s)” overseas listed foreign invested share(s) with a nominal value of RMB 1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in HK dollars (Stock Code: 1766)

“H Shareholders” holders of H Shares

• “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “PRC” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, Macau Special Administrative Region and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC “Share(s)” A Share(s) and H Share(s) “Shareholders” A Shareholders and H Shareholders “%” per cent

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LETTER FROM THE BAORD

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)

Executive Directors

Mr. Zhao Xiaogang Mr. Zheng Changhong Mr. Tang Kelin Mr. Liu Hualong

Registered office:

No. 16, Central West Fourth Ring Road Haidian District Beijing the PRC Postal code: 100036

Independent Non-executive Directors

Mr. Zhao Jibin Mr. Yang Yuzhong Mr. Chen Yongkuan Mr. Dai Deming Mr. Tsoi, David

Place of Business in Hong Kong: Unit H, 41/F., Office Tower, Convention Plaza No. 1 Harbour Road Hong Kong 26 September 2012

To H Shareholders

Dear Sirs,

(1) PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS DENOMINATED IN RMB; AND (2) NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

The purpose of this circular is to provide you with the information regarding the proposal in respect of the proposed issue of debt financing instruments denominated in RMB which will be considered at the EGM and to set out the notice of the EGM.

1. PROPOSED ISSUE OF DEBT FINANCING INSTRUMENTS DENOMINATED IN RMB

Reference is made to the announcement of the Company dated 19 September 2012 in respect of the resolutions passed at the Board meeting relating to, among others, the proposed issue of debt financing instruments denominated in RMB.

1.1 Background

In order to satisfy the production and operation requirements of the Company and to reduce the financing costs of the Company, the Board resolved on 18 September 2012 to, when appropriate, issue one or a portfolio of debt financing instruments denominated in RMB including corporate bonds, ultra-short-term debentures, short-term debentures and/or mediumterm notes in one or multiple tranches, with the total outstanding repayment amount not exceeding an aggregate of RMB15 billion, and to submit a proposal regarding such proposed issue of Debentures to the Shareholders for consideration and approval at the EGM.

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LETTER FROM THE BAORD

Pursuant to the requirements of the Articles of Association and applicable PRC laws, such proposed issue of Debentures is subject to the approval of Shareholders. As such, the proposed issue of Debentures will be submitted to Shareholders for approval at the EGM by way of a special resolution.

1.2 Issue plan

The categories of the Debentures proposed to be issued include corporate bonds, ultra-shortterm debentures, short-term debentures and/or medium-term notes, with the total outstanding repayment amount not exceeding an aggregate of RMB15 billion.

1.3 Principal terms of the issue

• (1) Issuer: the Company.

• (2) Size of issue: the specific size of issue will be determined in line with the capital requirements and market conditions, with the total outstanding repayment amount of the Debentures not exceeding an aggregate of RMB15 billion, provided that requirements of relevant laws and regulations and regulatory documents are complied with.

• (3) Term(s) and category(ies): the Debentures shall have a term not exceeding 10 years and can take the form of single term debenture or a combination of multiple categories with different terms. The specific composition of such terms and the issue size of each category with a specific term will be determined in accordance with relevant requirements and the market conditions, and the issue size of each category of Debentures shall not exceed the limit applicable to the issue of such category of debentures by the Company in accordance with relevant requirements of the State.

• (4) Use of proceeds: the proceeds to be raised from such issue will be used for satisfying the production and operation needs of the Company, the adjustment of the structure of liabilities, replenishment of working capital and/or project investments.

• (5) Validity term of the resolution: from the approval date of this resolution at the EGM to the date on which the 2012 annual general meeting of the Company is held.

Where the Company resolves to implement the issue and also obtains the approval(s), permit(s) or registration(s) from regulatory authorities for such issue within the above validity term of the resolution, the Company may complete the issue within the validity period determined under such approval(s), permit(s) or registration(s).

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LETTER FROM THE BAORD

1.4 Granting of authorisations to deal with matters regarding the proposed issue of Debentures

It is proposed that a general and unconditional mandate be granted to the Board to deal with the following matters within the scope of the principal terms of the issue as set out in paragraph 1.3 above, pursuant to relevant laws and regulations, the opinions and advices of regulatory authorities, the operation needs of the Company as well as the then market conditions:

• (1) to determine the type(s), specific category(ies), specific terms and conditions as well as other matters of the Debentures, including but not limited to all the matters in relation to the issue such as the size of issue, actual total amount, currency, issue price, interest rate or the determination method thereof, place of issue, timing of issue, term(s), whether to issue in tranches and the number of tranches, whether to adopt any terms for repurchase and redemption, rating arrangements, guarantee matters, term of repayment of the principal and interests, use of proceeds, as well as listing and underwriting arrangements;

• (2) to carry out all necessary and incidental actions and procedures for the issue of Debentures, including but not limited to, engaging intermediary agencies, handling, on behalf of the Company, the approval, registration and filing procedures with relevant regulatory authorities relating to the application for the issue, executing all necessary legal documents relating to the issue and dealing with other matters relating to the issue and trading of the Debentures;

• (3) to approve, confirm and ratify any of the aforesaid actions or procedures relating to the issue of the Debentures already taken by the Company;

• (4) to execute and publish/dispatch relevant announcement(s) and circular(s) in relation to the issue of the Debentures and to comply with, if necessary, any relevant information disclosure and/or approval procedures, pursuant to the requirements of domestic regulatory authorities and the Hong Kong Listing Rules;

• (5) to make relevant adjustments to the relevant matters of the issue of the Debentures or to determine whether to proceed with the issue in accordance with the opinions from relevant domestic regulatory authorities and the changes in policies and market conditions, provided that such adjustments and decision shall be within the scope of the authorisations of the general meeting and shall be subject to re-voting at a general meeting of the Company if otherwise required by the relevant laws and regulations and the Articles of Association;

• (6) to determine and deal with all relevant matters in relation to the listing of the Debentures, if necessary, upon the completion of the issue;

• (7) to deal with other specific matters in relation to the issue of the Debentures and to execute all the required documents; and

• (8) the Board is hereby permitted to further delegate the aforesaid authorisations to the Chairman and the President of the Company for the implementation of the issue.

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LETTER FROM THE BAORD

2. EGM

The EGM is to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 1:30 p.m. on Monday, 12 November 2012 (registration will commence from 12:00 noon). The notice of the meeting is set out on pages 5 to 8 of this circular.

The proxy form and the reply slip for the EGM are also enclosed herewith.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible. For H Shareholders, the proxy form shall be returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, and for A Shareholders of the Company, the proxy form shall be returned to the Company’s Board Office, in person or by post as soon as possible but in any event not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or at any adjourned meeting if you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for H Shareholders) or to the Company’s Board Office (for A Shareholders) on or before Monday, 22 October 2012.

The Company’s Board Office is located at No. 16, Central West Fourth Ring Road, Haidian District, Beijing 100036, PRC (Telephone: (86)10 5186 2188, Fax: (86)10 6398 4785). The Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Telephone: (852)2862 8555).

3.

VOTING BY WAY OF POLL

According to relevant requirements of the Hong Kong Listing Rules, the resolution set out in the notice of the EGM will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.csrgc.com.cn and the website of the Hong Kong Stock Exchange at www. hkexnews.hk upon the conclusion of the EGM.

4.

RECOMMENDATION

The Directors (including independent non-executive Directors) consider that the above proposal is in the interests of the Company and the Shareholders as a whole, and recommend Shareholders to vote for the above proposal to be submitted at the EGM.

Yours faithfully, By order of the Board of CSR Corporation Limited Zhao Xiaogang Chairman

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NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2012 first extraordinary general meeting (the “ EGM ”) of CSR Corporation Limited (the “ Company ”) will be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 1:30 p.m. on Monday, 12 November 2012 (registration will begin at 12:00 noon) for the purpose of considering and approving, if appropriate, the following resolution (unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 26 September 2012):

SPECIAL RESOLUTION

1. To consider and approve the proposed issue of debt financing instruments denominated in RMB:

“THAT

• (a) to authorise the Company to issue debt financing instruments denominated in RMB in accordance with the plan set out below:

The categories of the debt financing instruments denominated in RMB (hereafter as the “Debentures”) proposed to be issued include corporate bonds, ultra-short-term debentures, short-term debentures and/or medium-term notes, with the total outstanding repayment amount not exceeding an aggregate of RMB15 billion.

• (b) to authorise the Company to issue debt financing instruments denominated in RMB in accordance with the following principal terms:

• (1) Issuer: the Company.

• (2) Size of issue: the specific size of issue will be determined in line with the capital requirements and market conditions, with the total outstanding repayment amount of the Debentures not exceeding an aggregate of RMB15 billion, provided that requirements of relevant laws and regulations and regulatory documents are complied with.

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NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

• (3) Term(s) and category(ies): the Debentures shall have a term not exceeding 10 years and can take the form of single term debenture or a combination of multiple categories with different terms. The specific composition of such terms and the issue size of each category with a specific term will be determined in accordance with relevant requirements and the market conditions, and the issue size of each category of Debentures shall not exceed the limit applicable to the issue of such category of debentures by the Company in accordance with relevant requirements of the State.

• (4) Use of proceeds: the proceeds to be raised from such issue will be used for satisfying the production and operation needs of the Company, the adjustment of the structure of liabilities, replenishment of working capital and/or project investments.

• (5) Validity term of the resolution: from the approval date of this resolution at the EGM to the date on which the 2012 annual general meeting of the Company is held.

Where the Company resolves to implement the issue and also obtains the approval(s), permit(s) or registration(s) from regulatory authorities for such issue within the above validity term of the resolution, the Company may complete the issue within the validity period determined under such approval(s), permit(s) or registration(s).

• (c) to grant a general and unconditional mandate to the board of directors of the Company to deal with the following matters within the scope of the principal terms of the issue as set out in paragraph (b) above, pursuant to relevant laws and regulations, the opinions and advices of regulatory authorities, the operation needs of the Company as well as the then market conditions:

• (1) to determine the type(s), specific category(ies), specific terms and conditions as well as other matters of the Debentures, including but not limited to all the matters in relation to the issue such as the size of issue, actual total amount, currency, issue price, interest rate or the determination method thereof, place of issue, timing of issue, term(s), whether to issue in tranches and the number of tranches, whether to adopt any terms for repurchase and redemption, rating arrangements, guarantee matters, term of repayment of the principal and interests, use of proceeds, as well as listing and underwriting arrangements;

• (2) to carry out all necessary and incidental actions and procedures for the issue of Debentures, including but not limited to, engaging intermediary agencies, handling, on behalf of the Company, the approval, registration and filing procedures with relevant regulatory authorities relating to the application for the issue, executing all necessary legal documents relating to the issue and dealing with other matters relating to the issue and trading of the Debentures;

• (3) to approve, confirm and ratify any of the aforesaid actions or procedures relating to the issue of the Debentures already taken by the Company;

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NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

• (4) to execute and publish/dispatch relevant announcement(s) and circular(s) in relation to the issue of the Debentures and to comply with, if necessary, any relevant information disclosure and/or approval procedures, pursuant to the requirements of domestic regulatory authorities and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• (5) to make relevant adjustments to the relevant matters of the issue of the Debentures or to determine whether to proceed with the issue in accordance with the opinions from relevant domestic regulatory authorities and the changes in policies and market conditions, provided that such adjustments and decision shall be within the scope of the authorisations of the general meeting and shall be subject to re-voting at a general meeting of the Company if otherwise required by the relevant laws and regulations and the articles of association of the Company;

• (6) to determine and deal with all relevant matters in relation to the listing of the Debentures, if necessary, upon the completion of the issue;

• (7) to deal with other specific matters in relation to the issue of the Debentures and to execute all the required documents; and

• (8) the board of directors of the Company is hereby permitted to further delegate the aforesaid authorisations to the Chairman and the President of the Company for the implementation of the issue.”

By Order of the Board of Directors CSR Corporation Limited Zhao Xiaogang Chairman

Beijing, the PRC 26 September 2012

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NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. Details of the resolution are set out in the circular of the Company dated 26 September 2012 (the “Circular”).

2. The H Share register of members of the Company will be closed from Saturday, 13 October 2012 to Monday, 12 November 2012 (both days inclusive) , during which period no transfer of H Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged by H Shareholders for registration with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 12 October 2012 . H Shareholders whose names appear on the Register of Members of the Company maintained by Computershare Hong Kong Investor Services Limited on or before the above date will be eligible to attend the EGM.

3. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for the EGM to the Board Office of the Company (for A Shareholders) or the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), by hand, by post or by fax on or before Monday, 22 October 2012 . The Board Office is located at No. 16, Central West Fourth Ring Road, Haidian District, Beijing 100036, the PRC, (Telephone: (86)10 5186 2188, Fax: (86)10 6398 4785). The Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Telephone: (852)2862 8555).

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, should be completed and deposited at the Company’s Board Office (for A Shareholders) or the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), at least 24 hours before the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

5. Any Shareholder entitled to attend and vote at the EGM to be convened by the above notice is entitled to appoint one or more proxies to attend and vote on behalf of him/her. A proxy needs not be a Shareholder of the Company.

6. In case of joint shareholdings and the Shareholder or the proxy attending the EGM is more than one person, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint shareholdings.

7. The EGM is expected to last for about half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when they attend the EGM.

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