Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 中 國 南 車 股 份 有 限 公 司 CSR CORPORATION LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code:1766) 2013 ANNUAL RESULTS ANNOUNCEMENT The board of directors of CSR Corporation Limited (the “Company”) is pleased to announce the audited results of the Company and its subsidiaries for the year ended 31 December 2013. This announcement, containing the main text of the 2013 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in relation to information to accompany preliminary announcement of annual results. The 2013 annual report of the Company and its printed version will be published and delivered to the H shareholders of the Company and available for view on the websites of the Hong Kong Stock Exchange at http://www.hkex.com.hk and of the Company at http://www.csrgc.com.cn on or before 30 April 2014. CSR CORPORATION LIMITED IMPORTANT NOTICE 1. The board of directors (the “Board”) and the supervisory committee (the “Supervisory Committee”) of the Company and its directors (the “Director(s)”), supervisors (the “Supervisor(s)”) and senior management (the “Senior Management”) warrant that there are no false representations, misleading statements contained in or material omissions from this annual results announcement and they will assume joint and several legal liabilities for the truthfulness, accuracy and completeness of the contents disclosed herein. 2. This annual results announcement has been considered and approved at the 31st meeting of the second session of the Board of the Company. All Directors of the Company attended the Board meeting. 3. Ernst & Young Hua Ming LLP has issued standard unqualified audit report for the Company’s financial statements prepared under the PRC GAAP in accordance with PRC Auditing Standards. Ernst & Young, Certified Public Accountants, Hong Kong, has issued standard unqualified audit report for the financial statements prepared under the International Financial Reporting Standards (“IFRSs”) in accordance with Hong Kong Standards on Auditing. 4. Zheng Changhong, the Chairman of the Company, Zhan Yanjing, the person-in-charge of accounting affairs, and Liu Jiang, the head of the Accounting Department, warrant the truthfulness, accuracy and completeness of the financial statements in this annual results announcement. 5. The forward looking statements set out in this annual results announcement, including future plans and development strategy, will not constitute any part of substantive commitments made by the Company to investors. Investors should exercise caution when dealing in the shares of the Company. Contents CSR Profile 2 Results Highlights 4 Financial Summary 5 Corporate Structure Chart 6 Chairman’s Statement 8 Report of Directors 10 Directors, Supervisors, Senior Management and Staff 49 Corporate Governance Report 61 Investor Relations 75 Fulfilling Social Responsibilities 77 Changes in Shares and Particulars of Shareholders 81 Significant Events 91 Independent Auditors’ Report 100 Notes to Financial Statements 111 Definitions 200 Basic Information of the Company 202 CSR CORPORATION LIMITED CSR Profile CSR Corporation Limited is one of the largest rolling stock suppliers in the world. It has a world-class platform for its mature rolling stock products in series including high speed MUs, high-powered electric locomotives, transit vehicles, heavy haul freight trains and high-end passenger carriages, as well as the ability for systematic and comprehensive research, development and manufacturing. In the meantime, CSR vigorously expanded its business into extended industries such as new energy equipment, new materials, AC transmission and industrial automation, and engineering machinery, as well as contracting business, financial leasing, finance business, assets investment and management, capital operation and other businesses, which contributed to a steady improvement in its ability in meeting market demands, sustainable development and profitability. CSR had 20 directly held wholly-owned and non-wholly-owned subsidiaries, located in 10 provinces (including municipalities directly under the central government) in Mainland China and Hong Kong Special Administrative Region. It set up 23 subsidiaries and branches and 17 Sino-foreign joint ventures around the globe as well as offices across different countries, with nearly 90,000 employees and RMB121.1 billion of total assets. FORGE AHEAD In recent years, by leveraging the historic opportunity arising from the development of rail transit, CSR put great efforts in business expansion and enhancement, and maintained a sound development. In particular, CSR effectively coped with the imbalance in production and operation to achieve sustainable and stable development in 2013 when the market condition and demand saw obvious fluctuation as a result of the reform of railway system and mechanism in China. The Company proactively studied and worked out solution based on its general estimation on the system and mechanism reform of railway industry and the development and changes of relevant sectors, to make quick response to the market. Continuous efforts were put to deepen the rolling stock market with special attention to the national railway market, so as to secure its leading position in the market. In the meantime, its international market, emerging industries market and rapid transit market were expanded in a thorough way, thanks to which, the Company’s market position was enhanced and solidified. In 2013, both the newly signed orders and outstanding orders in hand exceeded 100 billion. In order to occupy the dominated position in technology and market, CSR promoted the establishment of technology platforms for design, products and manufacturing and integrated internal and external resources for research and development through in-depth implementation of innovative drive development strategy. It made various achievements on high-end whole machine and core parts in the industry while its green and innovative transportation equipment such as trial rail trains of higher speed, intelligent high-speed MUs, inter-city transit vehicles, trams, energy-storing trams, maglev trains and new energy vehicles was leading the development of the industry. 2 CSR Profile STRIVE TO BE PERFECT Pursuit of excellence has always been the essence of CSR’s culture, and striving to be perfect is not only the self-discipline of CSR employees but also the motivation for its development. Management enhancement was carried forward in an in-depth manner. Corporate governance structure was improved continuously based on the basic framework of “three meetings and one management”, so as to ensure the clearly delineated and standard operation of general meetings, the Board, the Supervisory Committee and the management. The Company regarded the lean management as its principle to systematically enhance and fine- tune the internal management, which together with the in-depth implementation of lean management, has become its management feature. Continuous focus was laid on improvement of product quality, thanks to which, the quality and performance of our high-end products such as MUs and high-power locomotives have always been leading the industry. The per million km failure rate of high- speed MUs was significantly lower than the average level in the industry, demonstrating the world-leading standard of our product reliability. Adhering to the social responsibility philosophy of “Responsibility, Hand in Hand with Speed”, CSR established and improved its social responsibility management system step by step to actively perform the corporate social responsibility and implement social responsibility management at all levels. The philosophy of social responsibility was integrated into the development strategy and operational management of the Company. As brand recognition and influence of CSR grew continuously, the sound development of the Company was facilitated. With its brand valued RMB29,536 million, CSR was ranked first in the machinery industry among the 500 Most Valuable Brand Names in China in 2013 issued by the World Brand Lab, with its brand influence assessed as “world-class”. EMBRACE THE FUTURE In the context of global reform in industry and technology and based on the requirement for aiming at building a world-class enterprise, the Company will optimise the development strategy to focus on the formation of an industry pattern with more competitive strengths and development vitality, through which, the position of the rolling stock sector as the principal business of the Company, will be further highlighted in the corporate development while the development route is finalised as a combination of multi-industry development, international operation and integration of industry and financing, providing full supports to the transform and upgrade of corporate development. External strategic cooperation is carried out extensively. The modification and optimisation of industrial division within the Group is accelerated