中國中車股份有限公司 CRRC CORPORATION LIMITED (A Joint Stock Limited Company Incorporated in the People’S Republic of China with Limited Liability) (Stock Code: 1766)

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 CRRC Corporation Limited, you should at once hand this circular, the enclosed form of proxy and reply slip for attending the AGM and the 2015 annual report (if applicable) 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 document, 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 document.

中國中車股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1766)

ANNUAL GENERAL MEETING

A notice convening the AGM of CRRC Corporation Limited to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 2:00 p.m. (registration will begin at 1:30 p.m.) on Thursday, 16 June 2016 is set out on pages 7 to 11 of this circular.

If you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, on or before Thursday, 26 May 2016.

Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM. If you intend to attend the AGM by proxy, you are required to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, in person or by post not less than 24 hours before the time stipulated for convening the AGM 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 AGM or at any adjourned meeting if you so wish.

28 April 2016 CONTENTS

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 4

NOTICE OF THE ANNUAL GENERAL MEETING ...... 7

APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM ...... 12

ANNEX A 2015 WORK REPORT OF THE BOARD ...... 43

ANNEX B 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE ...... 49

—i— DEFINITIONS

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

“A Share(s)” domestic 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

“AGM” the annual general meeting of the Company to be held at 2:00 p.m. (registration will begin at 1:30 p.m.) on Thursday, 16 June 2016 at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC

“Articles of Association” the Articles of Association of the Company

“Board” the Board of Directors of the Company

“CNRG” the former China Northern Locomotive & Rolling Stock Industry (Group) Corporation (中國北方機車車輛工業集團公司)

“CNR” the former China CNR Corporation Limited (中國北車股份有限公司)

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

“Company Law” the Company Law of the People’s Republic of China as amended from time to time

“CSR” the former CSR Corporation Limited (中國南車股份有限公司)

“CSR Finance” the former CSR Finance Co., Ltd (南車財務有限公司)

“CSRG” the former CSR Group (中國南車集團公司)

“CRRC Group” CRRC Group (中國中車集團公司), a large-scale wholly state-owned enterprise and controlling shareholder of the Company

“CSRC” China Securities Regulatory Commission

—1— DEFINITIONS

“Debentures” one or a portfolio of debt financing instruments proposed to be issued by the Company, including corporate bonds, ultra-short-term debentures, short-term debentures, medium-term notes, perpetual bonds, overseas bonds denominated in RMB, bonds denominated in USD, A Share convertible bonds, H Share convertible bonds or other new types of bonds issued in the PRC in one or multiple tranches, with the total outstanding balance of repayment not exceeding the equivalent of RMB60 billion

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

“Finance Company” CNR Financial Corp., Ltd. (中國北車集團財務有限公司), a subsidiary of the Company

“H Share(s)” overseas listed foreign invested share(s) with a nominal value of RMB1.00 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

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

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

“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

“Independent non-executive independent non-executive Directors of the Company Directors” or “Independent Directors”

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

“RMB” Renminbi, the lawful currency of the PRC

“SASAC” the State-owned Assets Supervision and Administration Commission of the State Council of the PRC

“SSE” Shanghai Stock Exchange

“Share(s)” A Share(s) and H Share(s)

—2— DEFINITIONS

“Shareholders” A Shareholders and H Shareholders

“USD” United States dollars, the lawful currency of the United States of America

—3— LETTER FROM THE BOARD

中國中車股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1766)

Executive Directors: Registered office: Mr. Cui Dianguo No. 16, Central West Fourth Ring Road, Mr. Zheng Changhong Haidian District, Mr. Liu Hualong Beijing, Mr. Xi Guohua the PRC Mr. Fu Jianguo Postal code: 100036

Non-executive Director: Place of Business in Hong Kong: Mr. Liu Zhiyong Unit H, 41/F., Office Tower, Independent Non-executive Directors: Convention Plaza, Mr. Li Guo’an No. 1 Harbour Road, Mr. Zhang Zhong Hong Kong Mr. Sun Patrick Mr. Wu Zhuo Mr. Chan Ka Keung, Peter

28 April 2016

To the H Shareholders

Dear Sirs,

1. INTRODUCTION

On behalf of the Board, I hereby invite you to attend the AGM to be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 2:00 p.m. (registration will begin at 1:30 p.m.) on Thursday, 16 June 2016.

The purpose of this circular is to provide you with the notice of the AGM and to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the AGM.

2. MATTERS TO BE CONSIDERED AT THE AGM

The items of matters to be considered at the AGM are described in detail in the notice of AGM set out in pages 7 to 11 of this circular. At the AGM, the following will be proposed for approval as ordinary resolutions: (1) the 2015 Work Report of the Board of the Company; (2) the 2015 Work Report of the Supervisory Committee of the Company; (3) the resolution in relation to the 2015

—4— LETTER FROM THE BOARD final accounts report of the Company; (4) the resolution in relation to the termination of certain projects funded by proceeds and the use of remaining proceeds to supplement the working capital on a permanent basis; (5) the resolution in relation to the arrangement of guarantees by the Company for 2016; (6) the resolution in relation to the entering into of the related party transaction agreements by the Company and CRRC Group; (7) the resolution in relation to the entering into of the Financial Services Framework Agreement by the Finance Company and CRRC Group; (8) the resolution in relation to the 2015 profit distribution plan of the Company; (9) the resolution in relation to the remuneration of the Directors and Supervisors of the Company for 2015; (10) the resolution in relation to the appointment of auditors of the Company for 2016, and the following will be proposed for approval as special resolutions: (11) the resolution in relation to the issue of debt financing instruments by the Company for 2016; and (12) the resolution in relation to the grant of a general mandate to the Board to issue new A Shares and H Shares of the Company.

In order to enable you to have a better understanding on the resolutions to be proposed at the AGM and to make informed decisions thereof with sufficient and necessary information, we have provided the Shareholders with detailed information in Appendix I to this circular, including information and explanations of the resolutions to be proposed at the AGM for approval.

Pursuant to the requirements under the Rules of Shareholders’ Meeting of Listed Companies issued by CSRC, the Independent Directors shall make a duty report for the preceding year at the AGM. Such report will be submitted to the Shareholders for consideration but not for Shareholders’ approval.

3. AGM

If you intend to attend the AGM by proxy, you are required to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, in person or by post not less than 24 hours before the time stipulated for convening the AGM or any adjourned meeting thereof in any event. 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). Completion and return of the form of proxy will not preclude you from attending, and voting at, the AGM or at any adjourned meeting if you so wish.

—5— LETTER FROM THE BOARD

4. VOTING BY WAY OF POLL

In accordance with the requirements of the Hong Kong Listing Rules, the resolutions set out in the notice of the AGM will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.crrcgc.cc and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the AGM.

5. RECOMMENDATIONS

The Directors (including Independent non-executive Directors) consider that the resolutions as set out in the notice of the AGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the above proposed resolutions.

Yours faithfully, By order of the Board of CRRC Corporation Limited Cui Dianguo Chairman

—6— NOTICE OF THE ANNUAL GENERAL MEETING

中國中車股份有限公司 CRRC CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1766)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting for the financial year ended 31 December 2015 (the “AGM”or“Annual General Meeting”) of CRRC Corporation Limited (the “Company”) will be held at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 2:00 p.m. on Thursday, 16 June 2016 (registration will begin at 1:30 p.m.) for the purpose of considering and approving, if appropriate, the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 28 April 2016):

ORDINARY RESOLUTIONS

1. To consider and approve the 2015 Work Report of the Board of the Company

2. To consider and approve the 2015 Work Report of the Supervisory Committee of the Company

3. To consider and approve the resolution in relation to the 2015 financial accounts report of the Company

4. To consider and approve the resolution in relation to the termination of certain projects funded by proceeds and the use of remaining proceeds to supplement the working capital on a permanent basis

5. To consider and approve the resolution in relation to the arrangement of guarantees by the Company for 2016

6. To consider and approve the resolution in relation to the entering into of the related party transaction agreements by the Company and CRRC Group

7. To consider and approve the resolution in relation to the entering into Financial Services Framework Agreement by the Finance Company and CRRC Group

8. To consider and approve the resolution in relation to the 2015 profit distribution plan of the Company

9. To consider and approve the resolution in relation to the remuneration of the Directors and Supervisors of the Company for 2015

10. To consider and approve the resolution in relation to the appointment of auditors of the Company for 2016

—7— NOTICE OF THE ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

11. To consider and approve the resolution in relation to the issue of debt financing instruments by the Company for 2016

12. To consider and approve the resolution in relation to the grant of a general mandate to the Board to issue new A Shares and H Shares of the Company

REPORTING MATTER

The Independent Directors of the Company will submit their 2015 work report to the Shareholders for consideration but not for approval at the AGM.

By order of the Board Cui Dianguo Chairman

28 April 2016

Notes:

1. Details of the above resolutions are set out in Appendix I to this circular regarding the Company’s AGM dated 28 April 2016.

2. Pursuant to the requirements under the Rules of Shareholders’ Meeting of Listed Companies issued by CSRC, the Independent Directors shall issue a duty report for the preceding year at the AGM. Such report will be submitted to the Shareholders for consideration but not for Shareholders’ approval.

3. The Board has recommended a final dividend of RMB0.15 per Share (tax inclusive) for the year ended 31 December 2015 and, if such dividend is declared by the Shareholders upon passing the resolution No. 8, it is expected to be paid on a certain business day (excluding Saturday, Sunday or public holidays in Hong Kong or the PRC) on or before 12 August 2016 to those Shareholders whose names appear on the register of members of the Company on Monday, 27 June 2016.

Under relevant regulations of China Securities Depository and Clearing Corporation Limited Shanghai Branch and in line with the market practice regarding dividend distribution of A Shares, the Company will publish a separate announcement in respect of its final dividend distribution to holders of A Shares after the Company’s AGM, which will set out the record date and ex-dividend date for final dividend distribution to holders of A Shares.

Timetable arrangements such as the record date, the ex-dividend date and the date of distribution of cash dividend for the investors of northbound trading will be the same as holders of A Shares of the Company. Timetable arragements such as the record date, the ex-dividend date and the date of distribution of cash dividend for the investors of southbound trading will be the same as holders of H Shares of the Company.

—8— NOTICE OF THE ANNUAL GENERAL MEETING

To determine the identity of the Shareholders entitled to receive the final dividend, the Company’s register of members will be closed from Wednesday, 22 June 2016 to Monday, 27 June 2016 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to the final dividend, H Shareholders of the Company who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates with the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 21 June 2016.

According to the Law on Enterprise Income Tax of the People’s Republic of China and its implementing rules which came into effect on 1 January 2008 and the Notice of the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H-share Holders Which Are Overseas Non-resident Enterprises issued by the State Administration of Taxation (Guo Shui Han [2008] No. 897), the Company is required to withhold enterprise income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders as appearing on the H Share register of members of the Company. The enterprise income tax shall be withheld for the dividends of any H shares under the name of non-individual shareholders (any H shares of the Company registered in the name of HKSCC Nominees Limited, other nominees and trustees, or other organizations and institutions, shall be deemed as shares held by non-resident enterprise shareholders).

According to Guo Shui Han [2011] No. 348 issued by the State Administration of Taxation, the Company shall withhold and pay the individual income tax for dividend payable to the individual H Shareholders. The individual H Shareholders are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements between the countries where they are residents and China or the tax arrangements between mainland China and Hong Kong (Macau). If the individual H Shareholders are Hong Kong or Macau residents or residents of the countries having an agreed dividend tax rate of 10% with China, the Company shall withhold and pay the individual income tax at a rate of 10%. Should the individual H Shareholders be residents of the countries having an agreed dividend tax rate of less than 10% with China, the Company would apply for entitlement of the relevant agreed preferential tax treatment on their behalf in accordance with the Notice of the State Administration of Taxation in Relation to the Administrative Measures on Preferential Treatment Entitled by Non-residents under Tax Treaties (Tentative) (Guo Shui Fa [2009] No. 124)《國家稅務總局關於印發 ( <非居民享受稅收協定待遇管理辦法(試行)>的通知》). Should the individual H Shareholders be residents of the countries having an agreed dividend tax rate exceeding 10% but lower than 20% with China, the Company shall withhold and pay the individual income tax at the actual agreed rate. In case the individual H Shareholders are residents of the countries having not entered into any tax agreement with China or otherwise, the Company shall withhold and pay the individual income tax at a rate of 20%.

The Company shall take the registered address (hereinafter referred to as “Registered Address”) as recorded in the register of members of the Company on 27 June 2016 to determine the residence of the individual H Shareholders, and accordingly withhold and pay the individual income tax. Should the residence of the individual H Shareholders be inconsistent with the

—9— NOTICE OF THE ANNUAL GENERAL MEETING

Registered Address, they should notify the Company’s H Share Registrar on or before 4:30 p.m. on 21 June 2016 and provide relevant supporting documents, and the correspondence details are as follows: Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (Tel: (852) 2862 8555). For the individual H Shareholders who failed to provide relevant supporting documents to the Company’s H Share Registrar within the time period stated above, the Company will determine their residence according to the whatsoever Registered Address as recorded in the register of members on 27 June 2016.

The Company assumes no responsibility and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any dispute over the arrangement of withholding and payment of tax.

4. In accordance with the requirements of the Hong Kong Listing Rules, the resolutions set out in the notice of AGM will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.crrcgc.cc and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the AGM.

5. Any Shareholder entitled to attend and vote at the AGM 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 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 H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited (for H Shareholders), at least 24 hours before the AGM or any adjourned meeting thereof. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.

7. The H Share register of members of the Company will be closed, for the purpose of determining H Shareholders’ entitlement to attend the AGM, from Tuesday, 17 May 2016 to Thursday, 16 June 2016 (both days inclusive), during which period no transfer of H Shares will be registered. In order to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Monday, 16 May 2016. 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 AGM.

8. In case of joint shareholdings and the shareholder or the proxy attending the AGM 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.

—10— NOTICE OF THE ANNUAL GENERAL MEETING

9. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip for the AGM to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, by hand, by post or by fax on or before Thursday, 26 May 2016. 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).

10. The AGM 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 AGM.

—11— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

ORDINARY RESOLUTION:

1. THE 2015 WORK REPORT OF THE BOARD OF THE COMPANY

In accordance with the relevant provisions of the Articles of Association, Rules of Procedure for General Meetings of CRRC Corporation Limited and Rules of Procedure for the Board of Directors of CRRC Corporation Limited, the Board reported the working status of the Board for the year 2015, details of which are set out in Appendix A to this circular.

2. THE 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE OF THE COMPANY

In accordance with the provisions of the Articles of Association, the supervisory committee of the Company reported the working status of the supervisory committee for the year 2015, details of which are set out in Annex B to this circular.

3. THE 2015 FINANCIAL ACCOUNTS REPORT OF THE COMPANY

The Company has prepared its financial statements and the notes thereto for the year 2015 in accordance with Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC, and engaged Deloitte Touche Tohmatsu CPA LLP to audit the consolidated balance sheet, the balance sheet of the Company as at 31 December 2015, the consolidated statements of profit or loss and the statement of profit or loss of the Company for the period from 1 January 2015 to 31 December 2015, the consolidated statements of cash flows and the statement of cash flows of the Company, the consolidated statements of changes in equity and the statement of changes in equity of the Company and the notes thereto. Deloitte Touche Tohmatsu CPA LLP is of the opinion that the financial statements are prepared in accordance with Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC in all material aspects, fairly reflect the consolidated financial position and the financial position of the Company as at 31 December 2015, consolidated operating results, the operating results of the Company together with the consolidated cash flow and the cash flow of the Company for the year 2015. For details of the above statements, please refer to the financial report of the Company in section 11 of the 2015 annual report of the Company published on the website of the Shanghai Stock Exchange.

The abovementioned resolution in relation to the 2015 financial report was considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

4. THE RESOLUTION IN RELATION TO THE TERMINATION OF CERTAIN PROJECTS FUNDED BY PROCEEDS AND THE USE OF REMAINING PROCEEDS TO SUPPLEMENT THE WORKING CAPITAL ON A PERMANENT BASIS

The Company is an A+H share listed company established through the merger of CNR and CSR under the principle of merger of equals, and the Company has assumed all rights and obligations of CSR and CNR. Projects under construction funded by proceeds raised from issue of A Shares of CRRC include: 62 projects funded by the proceed raised from 3 batches of fund raising including the initial public offering of A shares by CNR in 2009, the A share rights issue by CNR in 2012, and the

—12— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM non-public issuance of A shares by CSR in 2012. According to the fund usage plan stated in the prospectuses and other offering documents, a total of RMB20.520 billion in proceeds shall be used in such projects. As at 31 December 2015, the actual proceeds used in projects funded by proceeds was RMB19.799 billion, the balance of the proceeds of the projects amounted to RMB0.721 billion, representing 3.51% of the total proceeds to fund such projects. The Company intends to terminate certain projects funded by the proceeds and use all the remaining proceeds to supplement the working capital on a permanent basis based on actual conditions of the projects.

I. Basic status of the proceeds

(I) Status of the proceeds raised from the initial public offering of A Shares by CNR in 2009

With the approval of China Securities Regulatory Commission (Zheng Jian Xu Ke [2009] No.1270), CNR completed its initial public offering of 2,500,000,000 A Shares (nominal value per share: RMB1) at the issue price of RMB5.56 per Share. The total proceeds raised were RMB13,900,000,000. After deducting the offering expenses, the net proceeds amounted to RMB13,542,924,626.23, which was verified by the Capital Verification Report of China CNR Corporation Limited issued by KPMG Huazhen LLP (KPMG-A(2009)CR NO.0022). The proceeds are deposited in specific accounts of the Company.

(II) Status of the proceeds raised from the A Shares rights issue by CNR in 2012

With the approval of China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No.184), CNR issued 2,020,056,303 RMB-denominated ordinary Shares (A Shares). After deducting the offering expenses, the net proceeds amounted to RMB6,873,641,122.63, which was verified by the Capital Verification Report of China CNR Corporation Limited issued by KPMG Huazhen LLP (KPMG-A(2012)CR NO.0008). The proceeds are deposited in specific accounts of the Company.

(III) Status of the proceeds from the non-public issuance of A Shares of CSR in 2012

With the approval of China Securities Regulatory Commission (Zheng Jian Xu Ke [2012] No.210), CSR issued 1,963,000,000 RMB-denominated ordinary Shares (A Shares) by way of non-public issuance at the issue price of RMB4.46 per Share on the Shanghai Stock Exchange. The total proceeds raised were RMB8,754,980,000.00. After deducting the offering expenses, the net proceeds amounted to RMB8,699,405,280.22, which was verified by the Capital Verification Report on Proceeds from the Non-public Issue of RMB-denominated Ordinary Shares (A Shares) of CSR Corporation Limited issued by Da Hua Certified Public Accountants Co., Ltd (大華會計師事務所有限公司) (da hua yan zi [2012] No.119). The proceeds are deposited in specific accounts of the Company.

—13— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

II. Proposed change to projects funded by proceeds raised

(I) Proposed termination of projects funded by proceeds raised

The amounts of Percentage proceeds of the proposed amount of Amounts to change proceeds Planned invested its usage proposed investment as at 31 as at 31 to change amount of December December its usage Implementation the proceeds 2015 2015 to the total No. entity Project name (RMB0’000) (RMB0’000) (RMB0’000) proceeds

I. Non-public issuance of A Shares by CSR in 2012

1. CRRC Guangdong Construction 110,000 70,600 39,400 4.53% Railway project (phase I) Transportation of the Guangdong Vehicles Co.,Ltd. CSR transit (中車廣東軌道交通車 vehicles 輛有限公司) maintenance and manufacturing base

2. CRRC Luoyang Co., Construction 28,000 15,000 13,000 1.49% Ltd. (中車洛陽機車有 project of the 限公司) repair and service base for “Hexie” electric locomotives

II. Initial public offering of A Shares by CNR in 2009

3. CRRC Corporation The overall 16,000 15,357.57 378.38Note 0.028% Limited informationization construction projects

(II) Status of projects funded by proceeds with remaining proceeds (inclusive of interest income)

Note: As at 31 December 2015, the actual unused proceeds amounted to RMB6,424,300, of which, an amount of RMB3,783,800 (exclusive of interest income) of the proceeds for the Datong subsidiary project proposes to change its usage.

—14— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks I. Initial public offering of A Shares by CNR in 2009 Construction project of the 1. manufacturing platform for the 131,200 MUs at a speed of 350km/h Projects for the introduction, digestion and absorption of 2. technology and the domestic 46,000 transformation of MUs at a CRRC speed of 200km/h Changchun Construction project of the Railway national engineering laboratory All represent the interest in 3. Vehicles Co., 11,400 318.10 on system integration of the accounts Ltd. (中車長春 high-speed trains 軌道客車股份有限公司) Projects for the introduction, digestion and absorption of 4. technology and the domestic 9,800 transformation of bogies of MUs at a speed of 300km/h Production technology 5. transformation project of rail 36,000 vehicles for export Projects for the introduction, digestion and absorption of CRRC 6. technology and the domestic 68,000 Tangshan Co., transformation of MUs at a All represent the interest in Ltd. (中車唐山 32.76 speed of 300km/h the accounts 機車車輛有限 Construction project of 公司) 7. warehousing system for the 9,000 MUs at a speed of 300km/h Project for the introduction, The remaining proceeds CRRC Datong digestion and absorption of amounted to RMB2,084,600 Co., Ltd. (中車 technology and the domestic 8. 38,800 920.07 and the interest in the 大同電力機車 transformation of six-axle high account amounted to 有限公司) power AC drive electric RMB7,116,100 locomotives

—15— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks The remaining proceeds amount to RMB415,300 in respect of technical Technical transformation project transformation project of 9. of 9600KW high power AC 45,100 9600KW high power AC drive electric locomotives drive electric locomotives; an outstanding amount of RMB6,500,000 shall be paid CRRC Dalian in respect of project for the Co., Ltd. (中車 1,408.82 introduction, digestion and 大連機車車輛 absorption of technology and 有限公司) Project for the introduction, the domestic transformation digestion and absorption of of high power AC drive 10. technology and the domestic 47,800 diesel locomotives, the transformation of high power remaining proceeds of which AC drive diesel locomotives is expected to be RMB9,058,100; and the interest in the accounts amounted to RMB4,614,900 Project for the introduction, digestion and absorption of An outstanding amount of CRRC Beijing technology and the domestic RMB2,380,000 shall be paid 11. 20,000 Erqi transformation of major road in respect of such projects, Locomotive maintenance and construction the remaining proceeds of 625.27 Co., Ltd. (中車 machineries which is expected to be 北京二七機車 Technology transformation RMB2,860,600; and the 有限公司) project for the production of interest in the accounts 12. 34,500 six-axle high power AC drive amounted to RMB3,392,100 electric locomotives Project for the introduction, digestion and absorption of CRRC Dalian technology and the domestic Institude transformation of the All represent the interest in 13. Co.,Ltd. (中車 microcomputer network control 10,000 30.07 the accounts 大連機車研究 systems of high power AC 所有限公司) locomotives and the key components of diesel locomotive engines

—16— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks Project for the introduction, digestion and absorption of technology and the domestic CRRC Sifang transformation of the auxiliary 14. Institude 11,000 train network systems, braking Co.,Ltd. (中車 All represent the interest in systems and coupler and draft 273.40 青島四方車輛 the accounts gears of the MUs at a speed of 研究所有限公 200km/h 司) Technical transformation project 15. of electrical products and air 37,000 spring products on the train Improvement of railway wagons and specialized production 16. technology transformation 32,000 project of the key components CRRC Qiqihar and parts Railway Establishment of a research and Rolling Stock development center for railway All represent the interest in 17. 22,000 592.21 Co.,Ltd. (中車 wagons and construction project the accounts 齊齊哈爾車輛 of assembly base 有限公司) Construction and renovation projects of research and 18. development and manufacturing 23,400 bases for high-speed and heavy-load railway wagons Adaption with the technology development of 25-ton-axle There will be no remaining CRRC Xi’an heavy load freight and proceeds after payment of Co.,Ltd. (中車 technology transformation the outstanding amount of 19. 19,600 308.82 西安車輛有限 project for enhancing the RMB12,093,200; the interest 公司) manufacturing process of new in the account amounted to model 70-ton railway tank RMB3,088,200 wagons There will be no remaining Repair of new model electric CRRC Taiyuan proceeds after payment of locomotives and technology Co.,Ltd. (中車 the outstanding amount of 20. transformation project for 31,000 1,129.64 太原機車車輛 RMB33,540,900; the interest enhancing the manufacturing 有限公司) in the account amounted to process of construction vehicles RMB11,296,400

—17— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks There will be no remaining CRRC Yongji proceeds after payment of Wind power generation and Motor Co.,Ltd. the outstanding amount of 21. research and development center 82,000 1,088.89 (中車永濟電機 RMB6,257,700; the interest project 有限公司) in the account amounted to RMB10,888,900 Technology transformation CRRC Jinan The remaining proceeds project of large steel structure Co.,Ltd. (濟南 amounted to RMB2,310,400; 22. industrial base and 27,000 390.23 軌道交通裝備 the interest in the account intelligentized installation of 有限責任公司) amounted to RMB1,591,900 equipment II. Rights Issue of A Shares by CNR in 2012 There will be no remaining Construction project of research proceeds after payment of and development and the outstanding amount of experiment platform for RMB59,275,900 in respect of 23. 39,000 high-speed inspection trains and construction project of high-speed MUs at a speed of research and development 400km/h and above and experiment platform for CRRC high-speed inspection trains Tangshan and high-speed MUs at a Co.,Ltd. (中車 New technology transformation 1,006.09 speed of 400km/h and above; 唐山機車車輛 project of the MUs at a speed of there will be no remaining 24. 8,000 有限公司) 350km/h and above (4-6 proceeds after the payment vehicles) of the outstanding amount of RMB14,788,400 in respect of construction project of repair Construction project of repair and service base for 25. and service base for high-speed 65,000 high-speed MUs; the interest MUs in the account amounted to RMB10,060,900

—18— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks The specialized gearbox production technical transformation project of the supporting high power Specialized gearbox production locomotives and the MUs at technical transformation project a speed of 200km/h and 26. of the supporting high power 21,000 above failed to be completed locomotives and the MUs at a on schedule due to the speed of 200km/h and above preliminary replacement of self-financing funds and the interest of bank loans, with CRRC Beijing the remaining proceeds of Nankou RMB36,346,900; there will Co.,Ltd. (中車 3,960.90 be no remaining proceeds 北京南口機械 after payment of the 有限公司) outstanding amount of Technical transformation project RM365,600 in respect of for the enhancement of technical transformation industrialization capability of project for the enhancement 27. 27,300 gearing and air source system of of industrialization capability the AC drive locomotives and of gearing and air source high-speed MUs system of the AC drive locomotives and high-speed MUs; the interest in the account amounted to RMB3,262,100 CRRC Sifang Research and development and Institude industrialization technology Co.,Ltd. (中車 All represent the interest in 28. transformation project of 8,300 57.90 青島四方車輛 the account braking system in the railway 研究所有限公 vehicles 司) Tianjin JL Railway Technical transformation project Transportation of spring manufacturing and All represent the interest in 29. Equipment Co., 4,500 7.70 rolling tool production for the account Ltd. (天津機輛 high-speed trains 軌道交通裝備有限責任公司)

—19— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks Construction project of technical research and development 30. 10,000 platform for heavy-hauling and CRRC Qiqihar rapid freight wagons Railway Construction project of Rolling Stock All represent the interest in 31. experiment platform for fatigue 6,400 660.11 Co., Ltd. (中車 the accounts and vibration of railway wagons 齊齊哈爾車輛有限公司) Technical transformation project for enhancing the manufacturing 32. 45,000 process of heavy-hauling and rapid freight railway wagons CRRC Dalian Construction project of Phase I 33. 45,000 Co., Ltd. (中車 Lvshun Base of CRRC Dalian All represent the interest in 255.21 大連機車車輛 Construction project of Phase II the accounts 34. 100,000 有限公司) Lvshun Base of CRRC Dalian Technology transformation CRRC Lanzhou project for locomotive Co., Ltd. (中車 All represent the interest in 35. inspection and repair and 3,300 6.54 蘭州機車有限 the accounts capacity expansion of mining 公司) locomotives CRRC Dalian Construction project of special Daqi Co., Ltd. container industrial base in the All represent the interest in 36. 8,000 15.76 (大連中車大齊 Economic Development Zone of the accounts 車輛有限公司) Lvshun, Dalian City The remaining proceeds CRRC Datong Construction project of coal amount to RMB2,486,100 Co., Ltd. (中車 mining equipment 37. 5,500 300.70 and the interest in the 大同電力機車 manufacturing (Phase I account amounted to 有限公司) hydraulic supports) RMB520,900 CRRC Taiyuan Construction project of Phase I Co., Ltd. (中車 All represent the interest in 38. coal mining equipment 4,800 63.44 太原機車車輛 the accounts (trackless rubber-tyre vehicles) 有限公司) There will be no remaining CRRC Harbin proceeds after payment of Construction and technology Co., Ltd. (中車 the outstanding amount of 39. transformation project of steel 7,500 15.26 哈爾濱車輛有 RMB18,000; the interest in logistics base of CRRC Harbin 限公司) the account amount to RMB152,600

—20— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Proceeds to be used to permanently supplement working Planned capital investment (including amount of the interest Implementation proceeds income) No. entity Project name (RMB’0,000) (RMB’0,000) Remarks Mudanjiang CRRC Jinyuan Technical transformation project Casting for enhancing the manufacturing All represent the interest in 40. Industry Co., process of heavy-hauling and 18,000 35.67 the accounts Ltd. (牡丹江中 rapid freight railway wagons for 車金緣鑄業有 export 限公司) Jianjin CRRC Tangche Construction project of Railway Co., All represent the interest in 41. inter-city train stainless steel 19,000 79.69 Ltd. (天津中車 the accounts coachwork 唐車軌道車輛有限公司)

(III) After deducting the handling fee from the proceeds raised from the initial public offering of A Shares by CNR in the account of the Company, the interest in the account amounted to RMB15,333,000. In addition to the remaining funds of RMB6,924,600, the remaining proceeds amounted to RMB22,257,600 in total.

(IV) After deducting the handling fee from the proceeds raised from the rights issue of A Shares by CNR in 2012 in the account of the Company, the interest in the account amounted to RMB1,673,300 and the remaining proceeds amounted to RMB1,673,300.

(V) The investment amount of all the proceeds raised from the non-public issurance of A Shares by CSR in 2012 was uniformly magaged under the account of the Company. After deducting the handling fee, the interest in the account amounted to RMB18,060,000.

III. Changed use of proceeds

The remaining proceeds of the aforesaid investment projects funded by such proceeds, which are proposed to be terminated, together with the remaining proceeds of investment projects funded by other proceeds (inclusive of interest income), will be used to permanently supplement the working capital of the implementation entity of each project in order to support the development of the principal businesses.

From 1 January 2016 to the date on which the account of the implementation entity of each project is cancelled, the interest balance arising from each account will be used to permanently supplement the working capital of the implementation entity of each project in order to support the development of the principal businesses.

—21— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

IV. Reasons for changing the investment projects funded by proceeds

(1) The Company intends to terminate the Guangdong CSR transit vehicles maintenance and manufacturing base construction project (phase I) due to the delay in progress in the construction of the project resulted from the reorganization of CSR and CNR. After the reorganization of CSR and CNR and the establishment of CRRC, the Company decided to terminate the construction of such projects in order to avoid duplicate investment.

(2) The Company intends to terminate the construction project of the repair and service base for “Hexie” electric locomotives due to the delay in progress in the construction of the project resulted from the adjustment of repair and service procedures for “Hexie” locomotives and market fluctuations. The time to re-commence the construction of the project has yet to be determined. As it is required to reintegrate the locomotive repair and service resources after the reorganization of CSR and CNR and the establishment of CRRC, the Company decided to terminate the construction of such project in order to avoid duplicate investment.

(3) The Company intends to terminate the informatization sub-project of CRRC Datong Co., Ltd. under the overall informatization construction project of CNR due to the failure to implement certain construction instructions in such sub-project as originally planned as a result of technology upgrades and budget shortfalls.

(4) After permanently supplementing the working capital by using the remaining proceeds of the projects to be terminated and the surplus proceeds of the completed projects, the Company’s subsidiaries will utilize their own funds to carry out the construction project when necessary, depending on the practical needs of the original investment project.

(5) It will raise the utilization rate of the Company’s capital and help smoothly promote the development of its principal businesses and strategic plans to permanently supplement the working capital by using the remaining proceeds of the projects to be terminated and the surplus proceeds of the completed projects.

The abovementioned resolution in relation to the termination of certain projects funded by proceeds and the use of remaining proceeds to supplement the working capital on a permanent basis was considered and approved on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

5. THE RESOLUTION IN RELATION TO THE ARRANGEMENT OF GUARANTEES BY THE COMPANY FOR 2016

Based on the daily production and operation needs of its subsidiaries, the Company and its direct wholly-owned subsidiaries propose to provide guarantees for certain subsidiaries of the Company in respect of their financing and credit business such as bank credit facilities, letters of guarantee from

—22— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM insurance companies for 2016 and provided parent guarantees to certain subsidiaries of the Company in respect of their businesses such as overseas bidding and contract performance, with a total guarantee amount of RMB129.833 billion. The specific arrangement is as follows:

(1) Guarantee amount

(i) The Company provided guarantee of RMB77.43 billion to certain subsidiaries of the Company in respect of their financing and credit businesses and undertakes joint liability for debts arising from the various businesses of the guaranteed parties involving the use of credit. The details of the guarantees are as follows:

Name of guaranteed party Guarantee amount (RMB’0,000)

CRRC Qiqihaer Co., Ltd.(中車齊齊哈爾交通裝備有限公司) 255,000 CRRC Changchun Railway Vehicle Co., Ltd 1,000,000 (中車長春軌道客車股份有限公司) CNR Shenyang Locomotive & Rolling Stock Co., Ltd. 100,000 (中車瀋陽機車車輛有限公司) CRRC Dalian Co., Ltd (中車大連機車車輛有限公司) 340,000 CRRC Tangshan Co., Ltd (中車唐山機車車輛有限公司) 600,000 CRRC Beijing Erqi Locomotive Co., Ltd. 60,000 (中車北京二七機車有限公司) CRRC Beijing Erqi Vehicle Co., Ltd. (中車北京二七車輛有限公司) 57,000 CRRC Beijing Nankou Co., Ltd. (中車北京南口機械有限公司) 10,000 CRRC Shijiazhuang Co., Ltd. (中車石家莊車輛有限公司) 90,000 CRRC Datong Co., Ltd. (中車大同電力機車有限公司) 130,000 CRRC Taiyuan Co., Ltd. (中車太原機車車輛有限公司) 50,000 CRRC Yongji Motor Co., Ltd. (中車永濟電機有限公司) 160,000 CRRC Jinan Co., Ltd. (濟南軌道交通裝備有限責任公司) 160,000 CRRC Qingdao Sifang Co., Ltd. (中車青島四方機車車輛股份有限公司) 1,000,000 CRRC Sifang Co., Ltd. (中車四方車輛有限公司) 150,000 CRRC Luoyang Co., Ltd. (中車洛陽機車有限公司) 60,000 CRRC Xi’an Co., Ltd. (中車西安車輛有限公司) 40,000 CRRC Lanzhou Co., Ltd. (中車蘭州機車有限公司) 28,000 CRRC Nanjing Puzhen Co., Ltd. (中車南京浦鎮車輛有限公司) 250,000 CRRC Qishuyan Co., Ltd. (中車戚墅堰機車有限公司) 81,000 CRRC Yangtze Co., Ltd. (中車長江車輛有限公司) 127,000 CRRC Ziyang Co., Ltd. (中車資陽機車有限公司) 160,000 CRRC Meishan Co., Ltd. (中車眉山車輛有限公司) 36,000 CRRC Zhuzhou Locomotive Co., Ltd. (中車株洲電力機車有限公司) 200,000 CRRC Zhuzhou Motor Co., Ltd. (中車株洲電機有限公司) 55,500 CRRC Guiyang Co., Ltd. (中車貴陽車輛有限公司) 30,000

—23— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

Name of guaranteed party Guarantee amount (RMB’0,000)

CRRC Dalian Institute Co., Ltd. (中車大連機車研究所有限公司) 20,000 CRRC Dalian R&D Co., Ltd. 13,000 (中車大連電力牽引研發中心有限公司) CRRC Sifang Institute Co., Ltd. 50,000 (中車青島四方車輛研究所有限公司) CRRC Qishuyan Institute Co., Ltd. 156,000 (中車戚墅堰機車車輛工藝研究所有限公司) CRRC Zhuzhou Institute Co., Ltd. 720,000 (中車株洲電力機車研究所有限公司) CRRC International Co., Ltd. (中車國際有限公司) 100,000 CRRC Logistics Co., Ltd. (中車物流有限公司) 300,000 CRRC Investment & Leasing Co., Ltd. (中車投資租賃有限公司) 300,000 CNR Finance Co., Ltd. (中國北車集團財務有限公司) 280,000 CRRC CONSTRUTION ENGRG.CO., LTD. 150,000 (中車建設工程有限公司) CRRC Shenzhen Capital Management Co., Ltd. 20,000 (中車深圳資本管理有限公司) CRRC Hong Kong Capital Management Co., Ltd 100,000 (中國中車香港資本管理有限公司) CRRC Hong Kong Co., Ltd. (中國中車(香港)有限公司) 250,000 Beijing CNR CR Railway Transportation Equipment Co., Ltd. 7,500 (北京北車中鐵軌道交通裝備有限公司) CRRC Information Technology Co., Ltd. (中車信息技術有限公司) 2,000 CRRC Shanghai Co., Ltd. (上海軌道交通設備發展有限公司) 5,000 CRRC USA Corporation (中車(美國)公司) 20,000 CNR Rolling Stock South Africa Proprietary Limited 20,000 (北車車輛(南非)公司) Total 7,743,000

—24— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(ii) The direct wholly-owned subsidiaries of the Company provided guarantee of RMB11.403 billion to certain subsidiaries of the Company in respect of their financing and credit businesses and undertakes joint liability for debts arising from the various businesses of the guaranteed parties involving the use of credit. The details of the guarantees are as follows:

Name of guaranteed party Guarantee amount (RMB’0,000)

CRRC Zhuzhou Locomotive Co., Ltd. (中車株洲電力機車有限公司) 150,000.00 CRRC Qishuyan Co., Ltd. (中車戚墅堰機車有限公司) 78,000.00 CRRC Ziyang Co., Ltd. (中車資陽機車有限公司) 20,000.00 CRRC Qingdao Sifang Co., Ltd. 200,000.00 (中車青島四方機車車輛股份有限公司) CRRC Nanjing Puzhen Co., Ltd. (中車南京浦鎮車輛有限公司) 50,000.00 CRRC Sifang Co., Ltd. (中車四方車輛有限公司) 50,000.00 CRRC Shijiazhuang Co., Ltd. (中車石家莊車輛有限公司) 20,000.00 CRRC Meishan Co., Ltd. (中車眉山車輛有限公司) 6,000.00 CRRC Beijing Erqi Vehicle Co., Ltd. (中車北京二七車輛有限公司) 7,000.00 CRRC Zhuzhou Institute Co., Ltd. 100,000.00 (中車株洲電力機車研究所有限公司) Zhuzhou CRRC Times Electric Co., Ltd. 250,000.00 (株洲中車時代電氣股份有限公司) Zhuzhou Times New Material Technology Co., Ltd. 70,000.00 (株洲時代新材料科技股份有限公司) CRRC Yongji Motor Co., Ltd. (中車永濟電機有限公司) 4,300.00 CRRC Zhuzhou Motor Co., Ltd. (中車株洲電機有限公司) 35,000.00 CRRC Zhuzhou Institute Co., Ltd. 100,000.00 (中車戚墅堰機車車輛工藝研究所有限公司)

(iii) The Company provided parent guarantee of RMB41.0 billion to certain subsidiaries of the Company in respect of their businesses such as overseas bidding and contract performance and undertakes to assume the guarantee liability within the scope agreed under the guarantee contract. In accordance with the equity level of the entity of the Company entering into the guarantee contract, certain part of the parent guarantee may be provided by the direct wholly-owned subsidiaries of the Company;

(iv) The validity period of the abovementioned credit guarantee is from the date of the approval at the 2015 AGM to the date on which the 2016 annual general meeting is convened;

(v) The guarantee amount is based on the estimate of the current business. Based on the possible changes, if the guarantor under the different guarantees is the same, the guarantor may adjust the guarantee provided to the guaranteed party within the total guarantee amount as prescribed in the abovementioned guarantee plan;

—25— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(vi) As the total amount of the abovementioned guarantee plan has met the requirement of the relevant laws and regulations and regulatory document as well as the requirements of the internal system of the Company for submission to the general meeting of the Company for consideration, the abovementioned guarantee plan shall be submitted to the general meeting of the Company for consideration.

(2) Basic status of the guaranteed party

Unit of amount: RMB’0,000

Balance of equity attributable Balance of Balance of to the parent assets at the liabilities at Balance of company at end of the the end of the equity of the the end of the Proportion of Name of entity period period owners period shareholding (%)

CRRC Zhuzhou Locomotive Co., Ltd. (中 2,422,575 1,713,410 709,164 598,266 100 車株洲電力機車有限公司) CRRC Datong Co., Ltd. (中車大同電力機 693,835 529,653 164,183 141,554 100 車有限公司) CRRC Dalian Co., Ltd. (中車大連機車車 1,426,450 865,815 560,636 559,910 100 輛有限公司) CRRC Lanzhou Co., Ltd. (中車蘭州機車 357,773 313,897 43,877 43,877 100 有限公司) CRRC Luoyang Co., Ltd. (中車洛陽機車 261,029 194,127 66,901 66,901 100 有限公司) CRRC Qishuyan Co., Ltd. (中車戚墅堰機 570,595 376,038 194,557 190,312 100 車有限公司) CRRC Beijing Erqi Locomotive Co., Ltd. 451,540 368,701 82,839 80,897 100 (中車北京二七機車有限公司) CRRC Ziyang Co., Ltd. (中車資陽機車有 472,295 395,553 76,742 55,837 99.61 限公司) CRRC Changchun Railway Vehicles Co., 4,192,514 2,839,183 1,353,331 1,341,021 93.54 Ltd. (中車長春軌道客車股份有限公司) CRRC Qingdao Sifang Co., Ltd. (中車青 3,831,177 2,766,503 1,064,673 964,210 97.81 島四方機車車輛股份有限公司) CRRC Tangshan Co., Ltd. (中車唐山機車 2,645,901 1,801,197 844,705 842,304 100 車輛有限公司) CRRC Nanjing Puzhen Co., Ltd. (中車南 1,367,213 1,022,239 344,974 222,008 100 京浦鎮車輛有限公司) CRRC Sifang Co., Ltd. (中車四方車輛有 1,608,037 1,226,094 381,943 235,219 100 限公司) CRRC Qiqihaer Co., Ltd. (中車齊齊哈爾 777,301 418,752 358,548 358,205 100 交通裝備有限公司)

—26— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

CRRC Shijiazhuang Co., Ltd. (中車石家 343,955 226,031 117,924 62,403 100 莊車輛有限公司) CRRC Shenyang Co., Ltd. (中車瀋陽機車 313,198 240,584 72,614 72,614 100 車輛有限公司) CRRC Jinan Co., Ltd. (濟南軌道交通裝備 593,517 413,497 180,020 180,051 100 有限責任公司) CRRC Xi’an Co., Ltd. (中車西安車輛有 215,789 101,476 114,313 114,313 100 限公司) CRRC Guiyang Co., Ltd. (中車貴陽車輛 134,363 81,067 53,297 49,289 100 有限公司) CRRC Taiyuan Co., Ltd. (中車太原機車 518,692 471,721 46,971 47,087 100 車輛有限公司) CRRC Meishan Co., Ltd. (中車眉山車輛 127,518 84,693 42,825 41,451 100 有限公司) CRRC Beijing Erqi Vehicle Co., Ltd. (中 155,157 106,177 48,980 30,052 100 車北京二七車輛有限公司) CRRC Yangtze Co., Ltd. (中車長江車輛 577,170 399,884 177,287 171,394 100 有限公司) CRRC Zhuzhou Institute Co., Ltd. (中車 4,615,467 2,718,706 1,896,760 892,288 100 株洲電力機車研究所有限公司) CRRC Sifang Institute Co., Ltd. (中車青 567,494 304,063 263,431 259,323 100 島四方車輛研究所有限公司) CRRC Yongji Motor Co., Ltd. (中車永濟 909,240 669,696 239,544 233,687 100 電機有限公司) CRRC Zhuzhou Motor Co., Ltd. (中車株 508,290 343,833 164,457 153,943 100 洲電機有限公司) CRRC Qishuyan Institute Co., Ltd. (中車 552,143 293,302 258,841 248,583 100 戚墅堰機車車輛工藝研究所有限公司) CRRC Dalian Institude Co., Ltd. (中車大 172,131 99,677 72,454 71,406 100 連機車研究所有限公司) CRRC Dalian R&D Co., Ltd. (中車大連 80,366 38,615 41,751 41,751 100 電力牽引研發中心有限公司) CRRC Beijing Nankou Co., Ltd. (中車北 184,050 136,476 47,575 47,575 100 京南口機械有限公司) CRRC CONSTRUTION ENGRG.CO., 348,208 175,771 172,437 172,437 100 LTD. (中車建設工程有限公司)

—27— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

CRRC Shanghai Co., Ltd. (上海軌道交通 212,872 96,893 115,978 99,851 51 設備發展有限公司) CRRC Information Technology Co., Ltd. 10,475 5,627 4,848 4,848 51 (中車信息技術有限公司) Beijing CNR CR Railway Transportation 86,189 113,289 -27,100 -27,100 51 Equipment Co., Ltd. (北京北車中鐵軌道交通裝備有限公司) CRRC Investment & Leasing Co., Ltd. 1,149,767 862,023 287,744 264,458 100 (中車投資租賃有限公司) CRRC Finance Co., Ltd. (中國北車集團 1,415,673 1,262,562 153,111 153,111 91.66 財務有限公司) CRRC Hong Kong Co., Ltd. (中國中車 538,935 436,612 102,323 102,323 100 (香港)有限公司) CRRC Hong Kong Capital Management 218,604 55,293 163,310 163,310 100 Co., Ltd (中國中車香港資本管理有限公司) CRRC Shenzhen Capital Management 51,740 260 51,480 51,480 100 Co., Ltd. (中車深圳資本管理有限公司) CRRC Logistics Co., Ltd. (中車物流有限 414,556 396,608 17,948 17,948 92 公司) CRRC International Co., Ltd. (中車國際 65,687 3,308 62,379 61,475 100 有限公司) CRRC USA Corporation (中車 (美國) 46,211 31,056 15,154 15,154 100 公司) CNR Rolling Stock South Africa 72,874 76,631 -3,756 -3,756 66 Proprietary Limited (北車車輛 (南非) 公司)

(3) Basic status of the guaranteed party

As at 31 December 2015, the total guarantees provided by the Company and its subsidiaries to external parties amounted to RMB36.7 billion, representing 37.88% of the Company’s audited net assets as at 31 December 2015; as at 31 December 2015, the total guarantees provided by the Company to its subsidiaries amounted to RMB34 billion, representing 35.12% of the Company’s audited net assets as at 31 December 2015. The Company and its subsidiaries have no overdue guarantees.

—28— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

The above resolution in relation to the arrangement of guarantees for 2016 was considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

6. Resolution in relation to the entering into of the related party transaction agreements by the Company and CRRC Group

Reference is made to the continuing connected transactions announcement of the Company dated 29 March 2016 in respect of, among other things, the entering into the Product and Service Mutual Provision Framework Agreement and the Property Leasing Framework Agreement by the Company and CRRC Group. As disclosed in the announcement, the transactions contemplated under the Product and Service Mutual Provision Framework Agreement and the Property Leasing Framework Agreement constitute continuing connected transactions of the Company under the Hong Kong Listing Rules. The Company estimates that under the Product and Service Mutual Provision Framework Agreement:(i) the annual caps for the amounts to be paid by CRRC Group and/or its associates for provision of products and services by the Group for each of the three years ending 31 December 2018 will amount to RMB2,000 million, RMB2,750 million and RMB3,500 million, respectively; and (ii) the annual caps for the amounts to be paid by the Group for provision of products and services by CRRC Group and/or its associates for each of the three years ending 31 December 2018 will amount to RMB1,700 million, RMB2,350 million and RMB3,000 million, respectively. The Company estimates that under the Property Leasing Framework Agreement, the annual caps for the amounts to be paid by the Group for leasing of properties from CRRC Group and/or its associates for each of the three years ending 31 December 2018 will amount to RMB300 million, RMB400 million and RMB500 million, respectively; while the annual caps for the amounts to be paid by CRRC Group and/or its associates for leasing of properties from the Group for the same period will amount to RMB200 million, RMB300 million and RMB400 million, respectively. As all applicable size test percentage ratios exceed 0.1% but are less than 5% in respect of the transactions, such transactions are therefore subject to annual reporting and announcement requirements but are exempt from the Shareholders’ approval requirement of the Hong Kong Listing Rules. The Directors (including the Independent non-executive Directors) believe that such agreements have been entered into on normal commercial terms and in the ordinary course of business of the Group, and the relevant terms of the transactions and annual caps are fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

Although such agreements and the related transactions are exempt from the Shareholders’ approval requirement under the Hong Kong Listing Rules, however, according to the requirements of the laws, regulations and normative documents such as the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the internal documents such as the Articles of Association and Management Measures on Related Party Transactions of CRRC Corporation Limited, the signing of such related party transaction agreements by the Company and CRRC Group shall be submitted to the general meeting of the Company for consideration and approval by the Shareholders. In view of the above, the following is hereby presented for the consideration of the Shareholders:

Prior to the merger between CNR and CSR and the merger between CNRG and CSRG, CNR and CNRG as well as CSR and CSRG, respectively, had certain related party transactions and entered into

—29— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM the related party transactions framework agreements in respect of the related party transactions in the ordinary course of business including the purchase and sale of goods, provision and acceptance of services and leasing of properties. Specific details of such related party transactions framework agreements are as follows:

(1) CNR and CNRG entered into the Product and Service Mutual Provision Master Agreement and the Property Leasing Agreement both effective from 26 June 2014 for an effective period of three years. The two related party transactions framework agreements have been considered and approved at the 27th meeting of the second session of the Board and the 2013 annual general meeting of CNR;

(2) On 25 October 2013, CSR and CSRG renewed the Product Mutual Provision Framework Agreement, the Comprehensive Services Mutual Supply Framework Agreement and the Property Leasing Framework Agreement to regulate the related party transactions between both parties. The three related party transactions framework agreements have been considered and approved at the 29th meeting of the second session of the board of directors of CSR.

In the course of its daily production and operation after the merger, the Company will continue to conduct related party transactions with CRRC Group and its subsidiaries in relation to the purchase and sales of goods, provision and acceptance of services and the leasing of properties. Pursuant to relevant regulatory requirements of the places of listing of the Company, the Company and CRRC Group re-entered into the relevant agreements, and at the same time terminated the related party transactions framework agreements in respect of the related party transactions for the purchase and sale of goods, provision and acceptance of services and the leasing of properties previously entered into respectively by CNR and CNRG as well as by CSR and CSRG.

(1) Product and Service Mutual Provision Framework Agreement

(i) Details of the transactions: The Company will sell products such as raw materials, accessories and energy resource and provide labour services to CRRC Group; CRRC Group will sell products such as raw materials, accessories, components, packing materials and provide labour services to the Company;

(ii) Principles of the transactions:

(a) If third parties provide products and services on the same conditions, priority shall be given to the other party for the purchase of products and services;

(b) If third parties purchase products and services on the same conditions, priority shall be given to the other party for the provision of products and services;

(c) When one party provides products and services to the other party, any party shall not provide such products and services to the other party on terms less favourable than those offered to third parties, or purchase such products and services from the other party on terms more favourable than those offered to third parties;

—30— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(d) The entering into of the Product and Service Mutual Provision Framework Agreement shall not affect the selection of trading partners and the conduct of transactions with third parties. Each party is entitled to purchase products and services from a third party if such third party can provide the same or similar products and services at a more favourable price than the price offered by the other party under this agreement;

(iii) Pricing principles: Government-prescribed Price if available; where there is no Government-prescribed Price but there is Government-guidance Price, then according to the Government-guidance Price; where there is neither Government-prescribed Price nor Government-guidance Price, then according to the market price (including tendering price); where none of the aforesaid three prices are available or the aforesaid pricing principles cannot be applied in actual transactions, then according to an agreed price.

(iv) Effective term of the agreement: Subject to compliance with the relevant agreements under the Product and Service Mutual Provision Framework Agreement, including but not limited to both parties having obtained all the necessary consent/approval for the entering into the agreement, after the agreement having been signed by the authorized representatives of both parties and stamped with their official seals, its effective term commenced from1 January 2016 and will end on 31 December 2018.

(2) Property Leasing Framework Agreement

(i) Scope of property leasing: The Company and CRRC Group lease their properties to each other, respectively, according to the Property Leasing Framework Agreement;

(ii) Rents and taxes: The specific rental price of the properties shall be determined by both parties through negotiation based on market rates;

(iii) Effective term of the agreement: Subject to compliance with the relevant agreements under the Property Leasing Framework Agreement, including but not limited to both parties having obtained all the necessary consent/approval for the entering into the agreement, after the agreement having been signed by the authorized representatives of both parties and stamped with their official seals, its effective term commenced from1 January 2016 and will end on 31 December 2018.

The abovementioned resolution in relation to the signing of related party transaction agreements by the Company and CRRC Group has been considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

7. Resolution in relation to the signing of the Financial Services Framework Agreement by the Finance Company and CRRC Group

Reference is made to the continuing connected transactions announcement of the Company dated 29 March 2016 in respect of, among other things, the entering into the Financial Services Framework Agreement by the Finance Company and CRRC Group. As disclosed in the announcement, the transactions contemplated under the Financial Services Framework Agreement constitute continuing

—31— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM connected transactions of the Company under the Hong Kong Listing Rules. The Company estimates that under the Financial Services Framework Agreement: (i) the daily deposit balance (including accrued interests) in respect of the provision by the Finance Company of deposit services to CRRC Group and/or its associates for each of the three years ending 31 December 2018 will amount to RMB10,000 million, RMB16,000 million and RMB20,000 million, respectively; (ii) the daily lending balance (including accrued interests) in respect of the provision by the Finance Company of lending services to CRRC Group and/or its associates for each of the three years ending 31 December 2018 will amount to RMB3,000 million, RMB6,000 million and RMB7,500 million, respectively; and (iii) the annual caps for the amounts to be received by the Finance Company for provision of miscellaneous financial services to CRRC Group and/or its associates for each of the three years ending 31 December 2018 will amount to RMB200 million, RMB300 million and RMB400 million, respectively. The Directors (including the independent non-executive Directors) believe that such agreement has been entered into on normal commercial terms and in the ordinary course of business of the Group, and the relevant terms of the transactions and annual caps are fair and reasonable, and in the interest of the Company and the shareholders as a whole.

As all applicable size test percentage ratios exceed 0.1% but are less than 5% in respect of the provision of lending services and miscellaneous financial services under the Financial Services Framework Agreement, the lending services and miscellaneous financial services to be provided by the Finance Company to CRRC Group are therefore subject to the annual reporting and announcement requirements but are exempt from the shareholders’ approval requirement of the Hong Kong Listing Rules.

As the deposit services to be provided by the Finance Company to CRRC Group are on normal commercial terms which were no less favorable than those offered by independent commercial banks for the provision of comparable services in the PRC and are for the benefit of the Group, and no security over the assets of the Group is or will be granted in respect of the provision of such deposit services, therefore the deposit services to be provided by the Finance Company to CRRC Group under the Financial Services Framework Agreement are exempt from all shareholders’ approval, annual review and all disclosure requirements pursuant to Rule 14A.90 of the Hong Kong Listing Rules.

Although such agreement and the related transactions are exempt from the shareholders’ approval requirement under the Hong Kong Listing Rules, however, according to the requirements of the laws, regulations and normative documents such as the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the internal documents such as the Articles of Association and Management Measures on Related Party Transactions of CRRC Corporation Limited, the entering into of the Financial Services Framework Agreement by the Finance Company and CRRC Group shall be submitted to the general meeting of the Company for the consideration and approval by the Shareholders. In view of the above, the following is hereby presented for consideration by the Shareholders:

—32— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

The Finance Company is a non-wholly-owned subsidiary of the Company. The Finance Company and CNRG as well as CSR Finance and CSRG respectively entered into the related party transactions framework agreements in respect of the related party transactions of financial services. Specific details of such related party transactions framework agreements are as follows:

(1) On 30 March 2015, CNR Financial and CNRG entered into Financial Services Agreement, which shall be valid until 31 December 2015;

(2) On 25 October 2013, CSR Finance and CSRG renewed the Financial Services Framework Agreement, which shall be valid until 31 December 2016.

The Finance Company proposes to merge with CSR Finance by way of absorption. The merger is currently in progress pending approval from China Banking Regulatory Commission. Upon completion of such merger, the Finance Company will change its name to “CRRC Finance Co., Ltd. (中車財務有限公司)” (the name registered with relevant the Industry and Commerce Administration authority shall prevail).

In order to facilitate the Finance Company to provide financial services for CRRC Group and regulate the connected transactions between both parties, the Finance Company and CRRC Group entered to the Financial Services Framework Agreement, pursuant to which the Finance Company shall provide CRRC Group with deposit services, lending services and miscellaneous financial services as approved by China Banking Regulatory Commission. Details of the Financial Services Framework Agreement are as follows:

(1) The Finance Company provides CRRC Group and its subsidiaries of different levels with deposit services, lending services and miscellaneous financial services, which include, but not limited to, financial and financing consultation, credit verification and related consultation, agency business, provision of assistance in payment and receipt of transaction proceeds, handling entrusted loans, bill acceptance and discounting, internal fund transfer and settlement and planning of relevant settlement and clearing proposals;

(2) The interest rate for CRRC Group’s deposit with the Finance Company shall be made with reference to the benchmark interest rate for the same period promulgated by the People’s Bank of China for the same type of deposit, and shall be no more than the interest rate for the same period determined by banking financial institutions for the same type of deposit from any third parties;

(3) The interest rate for CRRC Group’s loans provided by the Finance Company shall be determined with reference to the benchmark interest rate for the same period promulgated by the People’s Bank of China for the same type of loans, and shall be no less than the interest rate for the same period determined by banking financial institutions for the same type of loans to any third parties with the same credit rating;

(4) The fees charged by the Finance Company for the provision of the miscellaneous financial services to CRRC Group shall comply with the relevant prescribed rates for such services as determined by the People’s Bank of China or the China Banking Regulatory Commission. In addition, such fees shall be referred to those charged by the major commercial banks in the PRC for the provision of comparable financial services;

—33— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(5) The agreement shall be effective after the signing by both parties and performance of the relevant legal procedures. The effective term commenced from 1 January 2016 and will end on 31 December 2018.

The abovementioned resolution in relation to the signing of the Financial Services Framework Agreement by the Finance Company and CRRC Group has been considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

8. THE RESOLUTION IN RELATION TO THE 2015 PROFIT DISTRIBUTION PLAN OF THE COMPANY

According to the requirements from the relevant regulatory authorities, the Articles of Association and relevant laws and regulations, after fully taking into account the net profits, the financial affordability and the development needs of the Company, the Board proposed the 2015 profit distribution plan as follows:

1. The profit distribution of the Company for the year 2015 will be carried out by way of cash dividend;

2. Based on the Company’s total share capital of 27,288,758,333 Shares as at 31 December 2015, a cash dividend of RMB0.15 per Share (including tax) will be distributed to all Shareholders. Total cash required for the dividend distribution amounts to RMB4,093 million. The remaining undistributed profit will be carried forward to the next year for distribution;

3. For holders of A Shares, the dividend will be denominated, declared and paid in RMB; for holders of H Shares, the dividend will be denominated and declared in RMB and paid in HK dollars. The actual amount distributed in HK dollars will be calculated based on the average benchmark exchange rate between RMB and HK dollar as published by the People’s Bank of China for five working days prior to the date for convening the general meeting for considering the profit distribution plan;

4. For the profit distribution, the amount of cash dividends to be paid to Qualified Foreign Institutional Investors (“QFII”) of A Shares, institutional investors of A Shares (excluding the aforesaid QFII) and individual investors of A Shares is RMB0.15/Share (tax inclusive, with appropriate income tax to be withheld and paid by the Company according to the applicable taxation laws and regulations of the PRC upon dividends distribution). The amount of cash dividends to be paid to non-resident enterprise shareholders of H Shares and individual investors of H shares is RMB0.15/Share (tax inclusive, with appropriate income tax to be withheld and paid by the Company according to the applicable taxation laws and regulations of the PRC upon dividends distribution);

5. Matters in relation to profit distribution to investors of northbound trading. For investors of The Stock Exchange of Hong Kong Limited (including corporates and individuals) investing in the A Shares of the Company through northbound trading (“Investors of Northbound Trading”), their dividends will be distributed in RMB by the Company

—34— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such Shares. Taxes shall be withheld pursuant to the Notice of MOF, SAT and CSRC on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (財政部、國家稅務總局、證監會關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知) (Cai Shui [2014] No. 81). The Company shall withhold income tax at the rate of 10%, the actual cash dividends after tax to be distributed will be RMB 0.135 per Share. For Investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authority of the Company for the entitlement of the rate under such tax treaty. Upon approval by the competent tax authority, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded;

6. Matters in relation to profit distribution to investors of southbound trading. For investors of the Shanghai Stock Exchange (including corporates and individuals) investing in the H Shares of the Company through southbound trading (“Investors of Southbound Trading”), the Company will sign the Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading (港股通H股股票現金紅利派發協議) with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, pursuant to which, the Shanghai Branch of China Securities Depository and Clearing Corporation Limited will, as the nominee of the holders of H Shares for Southbound Trading, receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depositary and clearing system. The cash dividends for the investors of Southbound Trading will be paid in RMB. Taxes shall be withheld pursuant to the Notice of MOF, SAT and CSRC on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (財政部、國家稅務總局、證監會關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知) (Cai Shui [2014] No. 81). For dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold individual income tax at the rate of 20% on behalf of such investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares shall not withhold income tax on dividends for domestic corporate investors and those domestic corporate investors shall report and pay the relevant tax themselves.

The above 2015 profit distribution plan was considered and approved by the Board on 29 March 2016 and is hereby submitted to AGM for consideration and approval. Meanwhile, the Board proposes that the Directors of the Company comprising of Cui Dianguo, Zheng Changhong, Liu Hualong and Xi Guohua be authorized by the general meeting to form a committee to implement the matters in respect of the distribution of the profit and to handle the withholding of tax according to applicable laws and regulations and the requirements of relevant regulatory authorities.

—35— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

9. THE RESOLUTION IN RELATION TO THE REMUNERATION OF THE DIRECTORS AND SUPERVISORS OF THE COMPANY FOR 2015

According to the relevant requirements of the SASAC and requirements of the Remuneration Plan of Directors and Supervisors of China CRRC Corporation Limited, remuneration of Directors and supervisors of the Company for 2015 is hereby submitted to the AGM for consideration.

(1) Remuneration of Directors and supervisors of the Company for 2015

(i) Remuneration of Independent non-executive Directors

The annual remuneration of Independent Directors, comprising basic remuneration and meeting allowance, was based on the standards set out in the “Notice Regarding the Adjustment of Standards of Remuneration of Independent Directors” issued by SASAC (Guo Zi Ting Fen Pei [2009] No.328). The specific remuneration is shown in the table below:

Unit: RMB’0,000

Name Title Remuneration

Li Guo’an Independent Director 16.30 Zhang Zhong Independent Director 16.40 Wu Zhuo Independent Director 15.60 Sun Patrick Independent Director 15.80 Chan Ka Keung, Peter Independent Director 15.60

Note: The annual basic remuneration of Independent Directors for January to December 2015 was RMB80,000/person/year, which was based on the standards set out in document Guo Zi Ting Fen Pei [2009] No. 328; and the annual basic remuneration of Independent Directors serving as chairman at special committees concurrently is RMB100,000/person/year. The allowance for meetings of Board of Directors:RMB3,000/person/ meeting; the allowance for meetings of special committees: RMB2,000/person/meeting. According to the relevant requirements of SASAC, Liu Zhiyong, a non-executive Director, did not receive remuneration and allowance from the Company.

—36— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(ii) Remuneration of executive Directors

The Company’s Chairman Cui Dianguo, Vice chairman and Executive Director Zheng Changhong and Liu Hualong, Executive Director Xi Guohua and Fu Jianguo are all persons in charge of central enterprises managed by SASAC, whose remuneration comprises 2015 annual basic remuneration and 2015 performance-based salary and is based on the payment requirements of 2015 annual basic remuneration by persons in charge of central enterprises managed by SASAC and the standards set out in the “Report on the Submission of Remuneration Plan in Respect of Persons in Charge of CSR Group and CNR Group for 2014” (CRRC Group Lao Zi [2015] No.31) which has been submitted to SASAC for approval. The specific remuneration is set out in the table below:

Unit: RMB’0,000

Performance Basic based salary Name Title remuneration for the year Total

Cui Dianguo Chairman 16.00 57.57 73.57 Zheng Changhong Vice chairman 16.00 61.04 77.04 Liu Hualong Vice chairman 13.33 50.87 64.20 Xi Guohua Executive Director 16.00 57.57 73.57 Fu Jianguo Executive Director 14.40 53.66 68.06

Note: Liu Hualong’s remuneration was paid by CRRC Group since November 2015, and the total remuneration paid by CRRC Group for 2015 was RMB128,400.

(2) Remuneration of supervisors of the Company for 2015

The Company’s Chairman of supervisory committee, Wan Jun, is a person in charge of central enterprises managed by SASAC, whose remuneration comprises 2015 annual basic remuneration and 2015 performance-based salary and is based on the payment requirements of 2015 annual basic remuneration by persons in charge of central enterprises managed by SASAC and the standards set out in the “Report on the Submission of Remuneration Plan in Respect of Persons in Charge of CSR Group and CNR Group for 2014” (CRRC Group Lao Zi [2015] No.31) which was approved by SASAC; The remuneration of members of supervisory committee, Chen Fangping and Qiu Wei, is administered under the remuneration system for the employees in the head office of the Company. The specific remuneration is set out in the table below:

Unit: RMB’0,000

Performance Basic based salary Name Title remuneration for the year Total

Wan Jun Chairman of supervisory committee 14.08 49.58 63.66 Chen Fangping Supervisor 34.07 36.06 70.13 Qiu Wei Employee representative supervisor 36.86 28.04 64.90

—37— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

The abovementioned resolution in relation to the remuneration to the Directors and Supervisors of the Company for 2015 was considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

10. The resolution in relation to the appointment of auditors of the Company for 2016

Pursuant to the requirements of the relevant laws and regulations and the Articles of Association, the Company is required to appoint an accounting firm to audit the annual financial statements of the Company in accordance with the applicable accounting standards as well as an accounting firm to audit the effectiveness of the internal control of the Company.

Deloitte Touche Tohmatsu Certified Public Accountants (“Deloitte Touche Tohmatsu”), being the external auditor of the Company for financial statements prepared under international accounting standards for 2015, as well as Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte Touche Tohmatsu CPA LLP”) and KPMG Huazhen LLP Certified Public Accountants (“KPMG Huazhen”), being the auditors of the Company for financial statements prepared under PRC accounting standards for 2015 and the internal control of the Company, audited the financial statements of the Company for 2015 and the effectiveness of internal control of the Company.

For better continuity in the sound basis of auditing and reducing the burden of work on subsidiaries in relation to the change of auditors, it is proposed to re-appoint Deloitte Touche Tohmatsu as the external auditor for financial statements prepared under international accounting standards for 2016, as well as to re-appoint Deloitte Touche Tohmatsu CPA LLP and KPMG Huazhen as auditors for financial statements prepared under PRC accounting standards for 2016 and internal control of the Company. Deloitte Touche Tohmatsu CPA LLP will be the principal auditor of the Company. In addition, it is proposed to grant the Board at the general meeting the authority to determine the relevant matters including their respective remuneration.

The abovementioned resolution in relation to the appointment of auditors of the Company from 2016 was considered and approved by the Board on 29 March 2016 and is hereby submitted to the AGM for consideration and approval.

Special Resolutions:

11. The resolution in relation to the issuance of the debt financing instruments in 2016

The Company convened its 2015 first extraordinary general meeting on 30 October 2015 to consider and approve the Resolution in Relation to the Issuance of the Debt Financing Instruments, which approved the issue of a portfolio of debentures by the Company with the total outstanding balance not exceeding an aggregate of equivalent to RMB50 billion from 30 October 2015 to the date of the 2015 AGM of the Company. In order to satisfy the production and operation needs of the Company, to adjust the structure of liabilities, and to reduce the financing costs of the Company, according to the Company’s financing plans for 2016, the Company intends to continue to finance by debt instruments and issue one or a portfolio of debt financing instruments in one or multiple tranches. The resolution in relation to the proposed issue of debt financing instruments above will be proposed to the AGM for Shareholders’ consideration and approval.

—38— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(1) Issue plan

The categories of the debt financing instruments proposed to be issued by the Company include corporate bonds, ultra-short-term debentures, short-term debentures, medium-term notes, perpetual bonds, overseas bonds denominated in RMB, bonds denominated in USD, A Share convertible bonds, H Share convertible bonds or other new types of bonds issued in the PRC with the total outstanding balance of repayment amount of the Debentures not exceeding an aggregate of equivalent to RMB60 billion.

(2) Principal terms of issue

(i) Issuer: the Company, and for the issuance of overseas debt financing instruments, the Company or an overseas wholly-owned subsidiary of the Company will act as the issuer.

(ii) 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 equivalent to RMB60 billion, provided that requirements of relevant laws and regulations and regulatory documents are complied with.

(iii) Term(s) and category(ies): the Debentures 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 PRC.

(iv) 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.

(v) Validity term of the resolution: the validity term of the resolution in relation to the proposed issuance of the debt financing instruments means the period from the approval date of this resolution at the general meeting to the date for convening the 2016 annual general meeting of the Company. In the event that the Company has resolved to carry out such issuance within the validity term of the resolution and the Company has obtained the approval, permit or registration in relation to the issuance from the regulatory authorities within the validity term of the above resolution, the Company may complete such issuance within the validity term so far as such approval, permit or registration remains valid.

—39— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(3) Authorization

It is proposed to grant a general and unconditional mandate at the general meeting to the Board to deal with the following matters within the scope of the principal terms of the issue as set out in paragraph (2) 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:

(i) 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, applicable issuer, 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, share transfer arrangements;

(ii) to carry out all necessary and incidental actions and procedures for the issue of Debentures, including but not limited to, engaging intermediary agencies to handle, on behalf of the Company, the approval, record, filing and registration 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; to approve, confirm and ratify any of the aforesaid actions or procedures relating to the issue of the Debentures already taken by the Company;

(iii) 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;

(iv) to make relevant adjustments to the relevant matters of the issue of the Debentures and to determine whether to proceed with the issue with reference to 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 authorization 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 CRRC Corporation Limited;

(v) to determine and deal with all relevant matters in relation to the listing of the Debentures, if necessary, including but not limited to dealing with the relevant approval, record, filing and registration procedures with relevant regulatory authorities, executing all the required legal documents in relation to the listing of the Debentures and handling other matters related thereto;

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

—40— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

(vii) to approve the Board’s further delegation of the aforesaid authorization to the Chairman of the Board and the president of the Company for the implementation of the issue.

The abovementioned resolution in relation to the issuance of the debt financing instruments in 2016 was considered and approved by the Board on 29 March 2016 and is hereby proposed to the AGM for consideration and approval.

12. Resolution in relation to the grant of a general mandate to the Board to issue new A Shares and H Shares of the Company

The Board hereby proposes to the general meeting for approval by way of a special resolution in relation to the grant of an unconditional general mandate to the Board to, subject to market condition and the requirements of the Company, separately or concurrently issue, allot and deal with new shares not exceeding 20% of each of the issued domestic shares (A Shares) and/or overseas listed foreign invested shares (H Shares) of the Company at the time of passing this resolution at the general meeting. According to requirements of relevant PRC laws and regulations and regulatory documents, the Board shall seek approval from the general meeting for each issuance of new A Shares even if the general mandate has been granted to the Board. Details of the general mandate include but are not limited to the following matters:

1. to formulate and implement the detailed issue proposal which includes, without limitation, the class of new shares to be issued, the pricing mechanism and/or the issue price (including a price range), the number of shares to be issued, the target subscribers and the use of proceeds; to determine the timing of the issue and the period of the issue, and to decide whether to place to existing shareholders or not;

2. to consider, approve and execute, on behalf of the Company, agreements relating to the issue, including but not limited to placing and underwriting agreements, engagement agreements with intermediaries;

3. to consider, approve and execute, on behalf of the Company, legal documents relating to the issue which shall be submitted to the relevant regulatory authorities; to fulfill the relevant approval procedures in accordance with the requirements of the regulatory authorities and requirements at the places where the Company is listed;

4. to make necessary amendments to the relevant agreements and legal documents in items (2) and (3) above in accordance with the requirements of domestic and foreign regulatory authorities;

5. to affix the seal of the Company on the agreements and legal documents relating to the issue;

6. to engage intermediaries in connection with the issue and to approve and execute all actions, deeds, documents and such other matters that are necessary, appropriate, expedient or relevant to the issue;

—41— APPENDIX I MATTERS TO BE CONSIDERED AT THE AGM

7. to approve the increase of the registered capital of the Company, make relevant amendments to the Articles of Association of the Company relating to the total capital and shareholding structure, and fulfill the relevant registration and filing procedures pursuant to the domestic and overseas legal requirements, after the issue of the new shares.

Except that the Board may make or grant offers, agreements, or options during the Relevant Period in relation to the issue of A Shares and/or H Shares, which might require further promotion or implementation after the end of the Relevant Period, the period of the above mandate shall not exceed the Relevant Period. The Relevant Period means the period from the date of granting the mandate by a special resolution at the 2015 annual general meeting until whichever is the earliest of:

1. the conclusion of the 2016 annual general meeting of the Company;

2. the expiration of the 12-month period following the passing of this resolution by a special resolution at the 2015 AGM;

3. the date on which the mandate under this resolution is revoked or varied by a special resolution at any general meeting of the Company.

The abovementioned resolution in relation to the grant of a general mandate to the Board to issue new A Shares and H Shares of the Company was considered and approved by the Board on 29 March 2016 and is hereby proposed to the AGM for consideration and approval.

—42— ANNEX A 2015 WORK REPORT OF THE BOARD

CRRC CORPORATION LIMITED 2015 WORK REPORT OF THE BOARD

In 2015, facing a complex and challenging economic situation, fluctuating market environment and other challenges, the Company voluntarily adapted to the “new norm” of economic development, and actively responded to challenges and difficulties arising from the merger and production operation. Through rapid integration, reform and development planning, the Company has achieved stable business growth with notable results in various projects.

I. BRIEF REVIEW ON THE WORK OF THE BOARD IN 2015

In 2015, the Board diligently fulfilled its obligations under the Company Law, the Securities Law, the Articles of Association and other laws and regulations, strictly carried out the resolutions of the general meetings, improved corporate governance and the development of various businesses, bringing into full play of the Board’s core role in corporate governance in order to continuously strengthen the strategic management of the Company and promoting the stable and sound development of the Company.

1. Formation of the Board in a Standardized and Orderly Manner

The Board was successfully established through the reorganization and consolidation of CSR and CNR, which ensured its smooth transition in all aspects afterwards. On 29 December 2014, at the respective Board meetings held by CSR and CNR, the Merger Agreement between CSR Corporation Limited and China CNR Corporation Limited was considered and approved. On 20 January 2015, at the respective Board meetings held by CSR and CNR, the Resolution on Draft Report for the Merger of CSR Corporation Limited and China CNR Corporation Limited and its Summary and other merger-related resolutions were considered and approved. On 18 May 2015, at the respective general meetings held by the board of directors of CSR and CNR, 11 individuals, including Cui Dianguo, were elected as members of the first session of the Board, among which, Cui Dianguo, Zheng Changhong, Liu Hualong, Xi Guohua and Fu Jianguo were executive Directors, Liu Zhiyong was a non-executive Director and Li Guo’an, Wu Zhuo, Zhang Zhong, Sun Patrick and Chan Ka Keung, Peter were independent non-executive Directors. The Board commenced to perform its duties upon completion of the merger and exchange of shares of CSR and CNR. On 1 June 2015, at the first meeting of the first session of the Board held by Company, Cui Dianguo was elected as the Chairman; Zheng Changhong and Liu Hualong were elected as Vice Chairman; members of each special committee under the Board were elected; and Xi Guohua was appointed as the president of the Company. On the same day, at the second meeting of the first session of the Board, senior management members were appointed and the organizational structure of the Company was determined.

2. Compliant and Rational Decision Making of the Board

The Board made rational decisions for significant events of the Company at appropriate times according to the requirements of regulatory authorities and the development needs of the Company. In 2015, the Board held 9 Board meetings in total (the first meeting to the ninth meeting of the first session of the Board), at which 37 resolutions in relation to regular reporting, equity acquisition, greenfield investment and system formulation were considered and approved. The convening and

—43— ANNEX A 2015 WORK REPORT OF THE BOARD voting procedures of all Board meetings were in compliance with relevant requirements of the Articles of Association and resolutions of those meetings were disclosed on designated newspapers and websites as required by regulatory authorities and the Shanghai Stock Exchange. The Board carried out each of the resolutions of general meetings in strict compliance with the powers conferred by general meetings and the Articles of Association. The Board convened the 2015 first extraordinary general meeting, at which 4 resolutions, including the 2014 Proposal for the Profit Distribution Plan of CRRC, were considered and approved.

3. Diligent Performance of Duties of Special Committees

Each of the special committees, in strict compliance with requirements of its working rules, performed its duties in an independent and objective manner. The Strategy Committee was composed of Cui Dianguo (Chairman), Zheng Changhong (vice Chairman), Liu Zhiyong (vice Chairman), Liu Hualong, Xi Guohua, Fu Jianguo and Wu Zhuo. The Strategy Committee has made research and recommendations on the development strategies and significant decisions of the Company; it held 3 meetings, at which 7 resolutions were considered and approved. The Audit and Risk Management Committee was composed of Sun Patrick (Chairman), Chan Ka Keung, Peter (vice Chairman), Liu Zhiyong, Li Guo’an and Zhang Zhong; it held 3 meetings, at which 8 resolutions were considered and approved. The Nomination Committee was composed of Li Guo’an (Chairman), Zhang Zhong (vice Chairman), Cui Dianguo, Zheng Changhong and Wu Zhuo; it held 2 meetings, at which 5 resolutions were considered and approved. The Remuneration and Evaluation Committee was composed of Wu Zhuo (Chairman), Chan Ka Keung, Peter (vice Chairman), Li Guo’an, Zhang Zhong and Sun Patrick.

4. Non-executive Directors Brought into Full Play

The Board attached great importance to the roles of non-executive Directors in the decision making of the Board and enabled non-executive Directors to access more information for decision making to improve the rationality of the Board in decision making by leveraging on their extensive experience and the information available to them. Non-executive Directors often visited subsidiaries of the Company for research to learn more about their production and operation, major investment projects and progress of projects in emerging industries as well as their corporate development objectives and major issues existing. In 2015, non-executive Directors visited 8 subsidiaries of the Company for research on three occasions. Non-executive Directors attended the operation and management meetings, business development forums and strategic seminars of the Company to obtain more extensive information and accumulate more information for decision making. Non-executive Directors actively participated in trainings organized by the Shanghai Stock Exchange and The Hong Kong Institute of Chartered Secretaries to understand new rules and policies, which provided support for making rational decisions.

5. Disclosure of True, Accurate and Complete Information

We organized and conducted information disclosure pursuant to the regulatory requirements of regulatory authorities and strengthened the management of matters related to information disclosure to facilitate the Company’s legal and standardized operation and safeguard the legal rights and interests of the Company and its Shareholders. As for all such information or stock-price sensitive information which may have material impact on the Company, and such other information required to

—44— ANNEX A 2015 WORK REPORT OF THE BOARD be disclosed pursuant to the relevant laws, administrative regulations, departmental rules, and the requirements of the securities regulatory authority of the place where the Shares are listed and the stock exchange of the locality, the Board could disclose such information in a timely and fair manner. The disclosed information involved general meeting, resolutions of the Board and the Supervisory Committee, material contracts, investment, dividend distribution and other significant events of the Company.

6. Investors’ Interests Protected in Active Manner

We continued to strengthen the management of investor relation and succeeded in building a smooth and efficient investor relation interactive platform for active exchange and communication with investors, to enable their understanding and recognition of the Company, to maintain long-term and stable and good relations with investors. Upon the publication of the interim results, the Chairman led a team to conduct roadshows to enable investors’ better understanding of the Company. We arranged investors to visit subsidiaries of the Company to understand the production and operation of the Company on site. We communicated with investors through investors’ visits, teleconference and investment strategy events organized by securities firms to enable investors’ understanding of the Company’s production and operation, development strategies and prospects of the industry. We also arranged dedicated staff to answer investors’ telephone calls, receive investors’ e-mails, and record and answer questions raised by investors with patience and care.

7. Diligent Performance of Social Responsibilities

The Company improved the structural system of its social responsibilities, enhanced its management capabilities on social responsibilities, proactively issued corporate social responsibility report and endeavored to promote the performance of social responsibilities, thereby effectively facilitating the integration of concept and requirement of social responsibility into the Company’s strategic management and day-to-day operations. While committed to achieving sound development, the Company also remembered to give back to the society and protect the environment. In 2015, we secured safe travels of people and convenient transportation of goods and supported the people’s livelihood by providing quality and diverse products such as railway equipment, urban rapid transit infrastructure and new energy vehicles. We also took the initiative to explore the possibility of integrating green concepts into the entire process of corporate production and operation, and firmly adhered to its principle of research and development of green products which are “resource saving and environmentally friendly”. Striving to promote clean production and reduce pollutant emission as well as to accelerate our expansion into green industries, we made constructive contributions to the development of low-carbon practices in the railway transportation equipment industry, and even to the society. With commitment to our people-oriented principle, we have been improving our security systems for employees, protecting employees’ legitimate interests, strengthening the building of workforce, promoting the professional development of employees and caring employees’ physical and mental health to improve their well-being and sense of belonging. With the constant pursuit of responsible operation, in the course of operation globalization, we enhanced communication and exchange with the public in communities and took full advantage of our integrated strength of management, technology, fund, brand and talent to make contribution to facilitate the sustainable development of the economy, environment and society with concerted efforts from our stakeholders.

—45— ANNEX A 2015 WORK REPORT OF THE BOARD

In 2015, members of the Board were diligent and dedicated in performing their duties and making rational decisions. Upon completion of the reorganization and consolidation, the Company enjoyed a stable and sound development with stable growth in its operating results, winning wide recognition in the capital market. In addition, the Company was awarded the following honors: “Top 100 Enterprises in China” (中國百強企業獎), “Star Enterprise in China” (中國明星企業獎), “Top 100 Outstanding Entrepreneurs in China” (中國百強傑出企業家獎) and “Top 100 Best Board Secretaries in China” (中國百強優秀董秘獎) by the 15th Summit Forum of Top 100 Listed Companies in China; “Award of Special Contribution to Facilitating the Establishment of the Board” (董事會建設特別貢獻獎) and “Most Innovative Board Secretary Award” (最具創新力董秘獎) of the 11th “Golden Table Award” (金圓桌獎) for Board of Directors of Listed Companies in China organized by the Board of Directors magazine; “Best Board Secretary of Listed Company” (最佳上市公司董事會秘書獎)by Golden Bauhinia on Securities in China in 2015; “Best Merger Case in 2015” (2015年最佳合併案例獎) by The Asset magazine of Hong Kong.

II. OPERATION AND DEVELOPMENT STRATEGIES OF THE COMPANY

1. Overall Operation of the Company

2015 was a year of great changes for the rolling stock industry. The reorganization and consolidation of CSR and CNR has opened a new chapter in the development of the rail transport of China and the world. The Company has faced unprecedented reorganization, market and operation pressure since its establishment. Adhering to the fine traditions of CSR and CNR and through joint efforts, the Company has completed each of the indexes of its operation fairly well. The operation of the Company has demonstrated a good start. In 2015, the operating revenue of the Company increased by 8.98% to RMB241.913 billion and the total profit of the Company increased by 17.70% to RMB17.048 billion. The operational goal of 1+1>2 was successfully achieved.

2016 is the first year of complete operation after the establishment of the Company and the first year of the development plan for the 13th Five-year Plan of the Company. The Company will focus on the three areas of “integration, reform and upgrading”, focus on the lean management, aim to reduce costs and increase efficiency, strengthen control of operation, improve management standard, accelerate operation globalization, ensure operation and efficiency stability with a slight increase, and lay the foundation for development into a leading world-class multinational company with rolling stock and crossborder operation as its core.

2. Development Strategies of the Company

The 13th Five-year Plan period is the first five-years for the Company to advance to new goals under the new norm. Based on China’s development of related industries and the comprehensive analysis on major target market, the Company has formulated the strategic planning guiding principles for the 13th Five-year Plan period. With mid to long term development strategy as guidance, transformation and upgrading as well as crossborder operation as the main focus, growth stabilization, structure adjustment and quality strengthening as the main message, the Company will insist on the

—46— ANNEX A 2015 WORK REPORT OF THE BOARD development concepts of innovation, co-operation, integration and high-end, so as to achieve higher quality, a more efficient and sustainable development and lay a sound foundation to develop into the world’s leading high-end equipment system solution supplier with rolling stock and crossborder operation as its core.

The Company’s business development goals: Railway equipment business comes first. The Company will seize the steady development opportunity for domestic railways; promote technological innovation and management improvement; optimize business structure and resource allocation; strengthen the collaborative construction of platforms; explore the innovation of business models; adopt the core technology to lead the development of the sector; accelerate the shift from supply of products to total solution and from manufacturing enterprise to “manufacturing + services” enterprise. Rapid transit vehicles and urban infrastructure business comes second. The Company will seize the opportunity made available by China’s accelerating urbanization and vigorous development of environmentally friendly public transport; develop in the direction of offering fully-integrated system solutions of rapid transit vehicles; follow the development path of integrating industry and finance and industrial transformation; expand related functional facilities of rapid transit vehicles and urban rail industry chain; develop related businesses such as signals, power-supply system and operation by means of integration, merger and acquisition, joint investment, cooperation, etc. to establish competitive advantages that are distinguishable. New industry business comes third. The Company will foster a series of future development business groups with outstanding core competition ability and leading industry position by innovating investment and financing channels as well as business model, and exploring new system mechanisms and focusing on wind-power equipment, polymer composites, environmental protection industry and new energy vehicles. Modern service business comes fourth. The Company will rely on the financial, similar financial and logistic businesses; strengthen the CRRC brands; focus on the integration of industry and finance; optimize inventory business; expand incremental businesses; expand and integrate with businesses domestically and abroad; introduce new system, mechanisms and top-level talents; foster profitable business groups. International businesses come fifth. The Company will position itself as a technology, brand and market leader, establish a global operation platform, become a locally respectable good corporate citizen, achieve globalization and localization of operation, and integrate with the global culture.

III. 2016 WORK ARRANGEMENT OF THE BOARD

According to the new requirements of regulatory authorities and the new development needs of the Company, the Board will focus on the following tasks.

1. Standardizing the Operation of the Board and Improving Corporate Governance. The Board will continue its proven practices and rectify its deficiency based on experience and lessons from its operation since establishment. It will continue to improve relevant corporate governance systems and bring into full play the roles of external Directors starting from an operation standardization perspective;

2. Adapting to Changes in Rules and Improving Information Disclosure Further. The Board will take effective measures to improve information disclosure of the Company

—47— ANNEX A 2015 WORK REPORT OF THE BOARD

pursuant to the requirements of the regulatory authorities. It will further strengthen the sense of subject, responsibility and compliance in information disclosure, facilitate the standardized operation of information disclosure, and improve management system for information disclosure and other relevant supporting systems;

3. Promoting the Implementation of Resolutions and Ensuring the Effectiveness of Resolutions of the Board. The Board will procure the management to implement resolutions of the Board while implementing resolutions of general meetings of the Company. It will also obtain a periodic report on the implementation of resolutions of the Board from the management and conduct on-site research on the progress of major decision-making issues;

4. Reinforcing Investigation and Research and Clearing the Information Communication Channels. The Executive Directors will conduct extensive and in-depth investigations and research by combining with actual working practice to familiarize with all aspects of production and operational management of all subsidiaries. Non-executive Directors will focus on material decisions of the Company and key tasks in production and operational management for conducting investigations and research to perform their responsibilities stipulated under laws and regulations, including the Company Law, the Independent Directors’ Manual of CRRC Corporation Limited and the Articles of Association.

2016 is the first year of the 13th Five-year Plan of the Company. The Board will continue to promote the spirit of unity and hard work, pioneering and innovation, perform its duties properly and diligently, make rational decisions and actively implement the resolutions passed in general meetings, so as to promote the Company’s rapid and sound development, and continuously strive for and contribute to further advancement of the Chinese railway transportation equipment industry.

The Board of CRRC Corporation Limited

Note: All the financial data provided in this report were prepared under the PRC Accounting Standards; and unless stated otherwise, the currency used for book-keeping was Renminbi.

—48— ANNEX B 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE

CRRC CORPORATION LIMITED 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE

In 2015, strictly in accordance with the relevant stipulations of the Company Law and other laws and regulations, the Articles of Association as well as the Rules of Procedures for the Supervisory Committee of CRRC Corporation Limited (“Rules of Procedures”), the Company’s Supervisory Committee conducted supervision on the Company’s operational activities and financial conditions as well as the performance of its Directors and senior management proactively and efficiently to safeguard the legitimate interests of the Company and its Shareholders.

I. WORK OF THE SUPERVISORY COMMITTEE

1. Formation of the Supervisory Committee

On 7 May 2015, at the respective employee congresses organized and convened by CSR and CNR, Qiu Wei was elected as the employee representative supervisor for the first session of the Supervisory Committee. On 18 May 2015, at the respective general meetings held by CSR and CNR, Wan Jun and Chen Fangping were elected as the shareholder representative supervisors of the first session of the Supervisory Committee. On 1 June 2015, at the first meeting of the first session of the Supervisory Committee held by the Company, Wan Jun was elected as the chairman of the Supervisory Committee.

2. Meetings of the Supervisory Committee

In 2015, the Supervisory Committee convened 4 meetings in total since the establishment of the Company, and the summoning and convening procedures for the meetings were compliant with the stipulations of the Articles of Association and the Rules of Procedures. Specific details are as follows:

On 1 June 2015, the first meeting of the first session of Supervisory Committee was convened in the form of an on-site meeting, at which the Resolution in Relation to the Election of the Chairman of the First Session of the Supervisory Committee of CRRC Corporation Limited was considered and approved.

On 28 August 2015, the second meeting of the first session of the Supervisory Committee was convened in the form of an on-site meeting, at which 4 resolutions, including the Resolution in Relation to the 2015 Interim Report of CRRC Corporation Limited, were considered and approved.

On 30 October 2015, the third meeting of the first session of the Supervisory Committee was convened in the form of an on-site meeting, at which 5 resolutions, including the Resolution in Relation to the 2015 Third Quarterly Report of CRRC Corporation Limited, were considered and approved.

On 23 December 2015, the fourth meeting of the first session of the Supervisory Committee was convened by communication equipment, at which 2 resolutions, including the Resolution in Relation to the Establishment of CRRC Financial Leasing Company through Capital Contribution by CRRC Corporation Limited and CRRC Group, were considered and approved.

—49— ANNEX B 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE

3. Attendance of Members of the Supervisory Committee at the Company’s Other Meetings

In 2015, members of the Supervisory Committee attended the 2015 first extraordinary general meeting of the Company, and as non-voting attendees at 9 Board meetings and 13 office meetings of presidents convened by the Company in 2015, attended the Company’s annual work meeting and operational management meeting.

In accordance with the Articles of Association, the Supervisory Committee conducted supervision on the convening procedures for, and the decision-making of major issues at, the Company’s Board meetings and the office meetings of presidents as well as on the implementation of resolutions passed at the general meetings by and the work performance of the Directors and senior management.

During their participation in the aforesaid meetings, members of the Supervisory Committee communicated with the relevant departments when necessary, investigated and made enquiries on key motions and offered opinions and recommendations on key issues to ensure that the various tasks are compliant with the relevant laws and regulations.

II. OPINION OF THE SUPERVISORY COMMITTEE REGARDING COMPLIANCE OF THE COMPANY’S OPERATIONS

Pursuant to the authority conferred by the Articles of Association on the Supervisory Committee, during the reporting period, it conducted various tasks in relation to compliance of the Company’s operations, risk prevention and internal control. The Supervisory Committee closely supervised important matters relating to the Company’s operations, on which its Shareholders were concerned, including profit distribution proposals, the status of connected transactions, the implementation of the various agreements entered into between the Company and its controlling Shareholder, major financing projects, corporate restructuring, disposal of corporate equity interests and the formulation and implementation of important internal regulatory systems, particularly its financial management system, investment management system and internal control system. In addition, the Supervisory Committee conducted real-time dynamic supervision over the implementation of the Company’s annual operational plan and financial budget as well as supervision on the Company’s information disclosure to ensure that information disclosed were true, accurate and complete.

The Supervisory Committee is of the following opinion: The Board was able to conduct its operations legally and strictly in compliance with the requirements of the Company Law, the Securities Law of the People’s Republic of China (the “Securities Law”), the Articles of Association as well as other relevant laws, regulations and rules. The Company’s major operational decisions were reasonable and the relevant procedures were legal and valid. The Company further enhanced the soundness of its internal management system and internal control mechanism. During the performance of their duties, the Directors and senior management of the Company were able to abide by the laws and regulations in the PRC, the Articles of Association and resolutions reached at the general meetings and the Board meetings, and diligently performed their duties in an earnest, consistent and proactive manner. None of the Directors or senior management of the Company was found to have breached the laws and regulations or the Articles of Association or to have engaged in any act undermining the interests of the Company or its Shareholders when performing their duties.

—50— ANNEX B 2015 WORK REPORT OF THE SUPERVISORY COMMITTEE

III. OPINION OF THE SUPERVISORY COMMITTEE REGARDING INSPECTION ON THE COMPANY’S FINANCIAL CONDITIONS

Through attending presentations by the Company’s financial representative, reviewing the Company’s financial statements, and deliberating on the Company’s regular reports and the auditor’s audit report as well as conducting field trips for the major investment projects undertaken by the Board, members of the Supervisory Committee conducted inspection and supervision on the Company’s financial operations.

The Supervisory Committee is of the following opinion: The Company’s financial system is sound and its various expenses and disbursements were reasonable. Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) performed an audit on the Company’s financial report for 2015 and issued a standard unqualified opinion in its audit report. It was of the opinion that the Company’s financial statements were prepared in all material respects in accordance with the requirements of the corporate accounting principles promulgated by the Ministry of Finance of the PRC and presented a fair view of the Company’s consolidated financial position and the Company’s financial condition as of 31 December 2015 as well as its consolidated operating results, the Company’s operating results, consolidated cash flow and the Company’s cash flow for 2015.

IV. OPINION OF THE SUPERVISORY COMMITTEE REGARDING THE MANAGEMENT AND USE OF THE FUNDS RAISED BY THE COMPANY

The Supervisory Committee supervised the use of the funds raised during the reporting period, and is of the following opinion: The Company managed and used the funds raised strictly in compliance with the requirements under Measures for the Management of Funds Raised at CRRC Corporation Limited, the actual allocation of the funds raised was compliant with the stipulations of the PRC’s relevant laws and regulations as well as the Articles of Association, and there was no act which undermined the interests of the Company or its Shareholders.

The Supervisory Committee will continue to supervise and inspect the progress regarding the use of the funds raised.

V. OPINION OF THE SUPERVISORY COMMITTEE REGARDING THE ACQUISITION AND DISPOSAL OF ASSETS BY THE COMPANY

During the reporting period, the Company made reasonable pricing decisions and conducted its asset acquisition or disposal according to lawful procedures, and there were no circumstances in which the Company’s assets were lost or the interests of its Shareholders were undermined.

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VI. OPINION OF THE SUPERVISORY COMMITTEE REGARDING THE STATUS OF THE COMPANY’S CONNECTED TRANSACTIONS

The Supervisory Committee conducted supervision over the Company’s connected transactions which occurred during the reporting period, and is of the following opinion: In relation to all of the Company’s related party transactions, the Company strictly followed such laws and regulations as the Company Law, the Securities Law, the listing rules of the place where the Company’s shares are listed as well as stipulations in the Articles of Association and Management Measures on Connected Transactions of CRRC Corporation Limited, and such connected transactions were entered into upon sufficient discussion and investigation and prudent decision-making by the Board and management of the Company, where pricing was determined in accordance with the principles such as government pricing and fair market pricing which did not violate the principles of openness, fairness and impartiality and nor were the interests of the Company or its minority shareholders undermined.

VII. OPINION OF THE SUPERVISORY COMMITTEE REGARDING EVALUATION OF THE COMPANY’S INTERNAL CONTROL

Upon review of the Assessment Report on Internal Control of CRRC Corporation Limited for 2015, the Supervisory Committee had no objections to the report. Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) performed an audit on the Company’s internal control for 2015 and issued a standard unqualified audit report, and was of the opinion that the Company had in all material respects maintained effective internal control over its financial reporting in accordance with the Basic Standards for Enterprise Internal Control and the relevant requirements as at 31 December 2015.

In 2016, the Supervisory Committee will continue to diligently perform its duties and various tasks strictly in accordance with the Company Law, the Articles of Association and other relevant requirements.

The Supervisory Committee of CRRC Corporation Limited

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