CRRC Corporation Limited — Proxy Solicitation & Information Statement 2015

Jan 20, 2015

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.

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 FIRST CSR H SHAREHOLDERS’ CLASS MEETING OF 2015

Notice is hereby given that a H shareholders class meeting (the “ CSR H Shareholders’ Class Meeting ”) of CSR CORPORATION LIMITED (“ CSR ”) will be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC, on Monday, 9 March 2015 at 11:00 a.m., or immediately following the conclusion of the CSR EGM and CSR A Shareholders’ Class Meeting or any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions. Unless otherwise stated, capitalized terms used in this notice shall have the same meanings as defined in the circular of CSR dated 21 January 2015 (the “ CSR Circular ”).

SPECIAL RESOLUTIONS

1. “ THAT the Merger Proposal regarding the merger of CSR and CNR through share exchange, the details of which were set out in the CSR Circular, be and is hereby approved, ratified and confirmed.”

2. “ THAT

   • (a) conditional upon the Listing Committee of the Hong Kong Stock Exchange granting the listing of, and permission to deal in CSR H Shares, the grant of special mandate to the CSR’s Board for the issuance of CSR H Shares pursuant to the Merger Agreement as set out in the CSR Circular be and is hereby approved; and

   • (b) the grant of specific mandate to the CSR’s Board for the issuance of CSR A Shares pursuant to the Merger Agreement as set out in the CSR Circular be and is hereby approved.”

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1. “ THAT the share option scheme adopted by CSR on 26 April 2011 for grant of share options to the participants to subscribe for CSR A shares be terminated conditional upon the completion of the Merger and the share options granted pursuant to such share option scheme but not yet vested thereunder shall terminate and not become effective and shall be cancelled accordingly.”

By Order of CSR’s Board CSR CORPORATION LIMITED Zheng Changhong Chairman

Beijing, China 21 January 2015

Notes:

1. Details of the above resolutions are set out in CSR’s circular dated 21 January, 2015 (the “ Circular ”).

2. CSR’s H share register of members will be closed from Saturday, 7 February 2015 to Monday, 9 March 2015 (both dates inclusive), during which period no transfer of CSR H Shares will be registered. Holders of CSR H Shares, who intends to attend the CSR H Shareholders’ Class Meeting shall lodge their respective transfer documents and relevant share certificates at CSR H share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. Friday, 6 February 2015. CSR H Shareholders registered at the Computershare Hong Kong Investor Services Limited on or prior to such date are entitled to attend the CSR H Shareholders’ Class Meeting.

3. CSR Shareholders intending to attend the CSR H Shareholders’ Class Meeting, in person or by proxy should return the reply slip to CSR’s H share registrar, Computershare Hong Kong Investor Services Limited, on or prior to Tuesday, 17 February 2015 by hand, post or fax. The address of CSR’s H share registrar, Computershare Hong Kong Investor Services Limited is 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (telephone: (852)2862 8633).

4. In order to be valid, the instrument appointing a proxy together with the signatory’s power of attorney or other authority (if any) or copies of such power of attorney or authority certified by a notary must be delivered to slip to CSR’s H share registrar, Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for the holding of the CSR H Shareholders’ Class Meeting or any adjournment thereof. After completion and return of the proxy form, you may attend and vote at the CSR H Shareholders’ Class Meeting and any adjournment thereof should you wish to.

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1. A shareholder may appoint one or more proxies to attend the H Shareholders’ Class Meeting and vote in his stead. A proxy need not be a shareholder of CSR.

2. 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.

3. The CSR H Shareholders’ Class Meeting is expected to last for about half a day. CSR Shareholders attending the CSR H Shareholders’ Class Meeting in person or by proxy will be responsible for their own transportation and accommodation expenses. CSR Shareholders or their proxies should produce their identification documents when attending the CSR H Shareholders’ Class Meeting.

• As at the date of this announcement, the Company’s Board comprises Mr. Zheng Changhong, Mr. Liu Hualong and Mr. Fu Jianguo as executive directors, Mr. Liu Zhiyong as non-executive director, and Mr. Li Guo’an, Mr. Wu Zhuo and Mr. Chan Ka Keung, Peter as independent non-executive directors.

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