CRRC Corporation Limited — Proxy Solicitation & Information Statement 2015

Jan 20, 2015

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)

FORM OF PROXY FOR FIRST CSR H SHAREHOLDERS’ CLASS MEETING OF 2015 TO BE HELD ON MONDAY, 9 MARCH 2015

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

I/We[(Note][2)] of

being H shareholder(s) of CSR CORPORATION LIMITED (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE H SHAREHOLDERS’ CLASS MEETING [(Note][3)] , or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the first H shareholders’ class meeting of 2015 of the Company (“ H Shareholders Class Meeting ”) to 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. and at any adjournment thereof, or following the conclusion of the CSR EGM and CSR A Shareholders’ Class Meeting or any adjournment thereof, as hereunder indicated in respect of the resolutions set out in the Notice of the H Shareholders Class Meeting dated 21 January 2015, and if no such indicationcircular of isthegiven,Companyas my/ourdatedproxy21 Januarythinks2015fit. Unless(the “ CSR otherwise Circular stated,”). capitalized terms used herein shall have the same meanings as defined in the

• SPECIAL RESOLUTIONS For [(Note][4)] Against [(Note][4)] Abstain [(Note][4)]

• 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.”
• 1. “ 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.”

• 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.”

• Full text of the above resolutions are set out in the Notice of the H Shareholders Class Meeting contained in the CSR Circular. You shall refer to the circular before appointing a proxy.

Signature [(Note][5)] :

Date:

Notes:

Important: You shall refer to the CSR Circular before appointing a proxy.

1. Please insert the number of H 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 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. If any proxy other than the Chairman of the H Shareholders Class Meeting is preferred, delete the words “the Chairman of the H Shareholders Class 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 H Shareholders’ Class Meeting and vote in his stead. A proxy need not be a shareholder of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

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 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.

5. 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.

• 6 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 form of proxy will not preclude you from attending and voting at the H Shareholders Class Meeting should you wish to do so.