China Railway Signal mmunication : FORM OF PROXY OF H SHAREHOLDERS FOR USE AT THE 2020 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 FEBRUARY 2020 OR ANY ADJOURNMENT THEREOF

中國鐵路通信信號股份有限公司

China Railway Signal & Communication Corporation Limited*

(A joint stock limited liability company incorporated in the People's Republic of China)

(the "Company")

(Stock Code: 3969)

FORM OF PROXY OF H SHAREHOLDERS FOR USE AT

THE 2020 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD

ON 12 FEBRUARY 2020 OR ANY ADJOURNMENT THEREOF

						Number of H shares in respect of
						the form of proxy (Note 1)
I/We (Note 2),
of									(address)
being the holder(s) of				H share(s)(Note 3) (RMB1.00 per share) of the Company,
hereby appoint the Chairman of the Meeting or					(Note 4) (name)
of							(address)

as my/our proxy to attend and vote for me/us and on my/our behalf at the 2020 first extraordinary general meeting (the "EGM" or the "Meeting") to be held at meeting room of Building A, CRSC Building, 1 Compound, Automobile Museum South Road, Fengtai District, Beijing, PRC at 2:30 p.m. on Wednesday, 12 February 2020 or any adjournment thereof as indicated hereunder in respect of the resolution set out in the notice of the EGM dated 28 December 2019. In the absence of any indication, the proxy may vote at his/her own discretion.

		ORDINARY RESOLUTION		Vote
1.		Resolution on the appointment of XU Zongxiang as an executive director		For
		of China Railway Signal & Communication Corporation Limited*	The resolution is voted on by cumulative voting
					(number of votes) (Note 5)
					A total of one director to be elected
1.01		To appoint XU Zongxiang as an executive director of the third session of the
		Board of the Company
Date:			Signature(s) (Note 6):

Notes:

1. Please insert the number of H shares registered in your name(s) relating to this form of proxy. If the number is inserted, this form of proxy will be deemed to relate only to those H shares. If the number is not inserted, the form of proxy will be deemed to relate to all H shares of the Company registered in your name(s) (whether alone or jointly with others).
2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.
3. Please insert the number of H shares of the Company registered in your name(s).
4. If any proxy other than the Chairman of the Meeting of the Company is preferred, please cross out the words "the Chairman of the Meeting or" and insert the name(s) of the proxy(ies) desired in the spaces provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.
5. IMPORTANT: The above resolution adopts the cumulative voting system. Please indicate by inserting the number of votes in the space provided as to how you wish your votes to be cast.
   You shall be entitled to such number of votes as shall be equal to the number of shares held by you multiplied by the number of director(s) upon whom you can vote, when electing director(s). Such votes may only be voted for the candidate(s) of the director(s), and the candidate(s) who have the most votes shall be appointed. The total number of votes cast by you for one director candidate shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one director candidate is less than the number of votes to which you are entitled, such vote shall be valid, and the difference shall be regarded as abstention.
6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy may be signed by any of such joint holders.
7. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be lodged to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H shareholders) no later than 24 hours before the time appointed for the EGM or any adjournment thereof, i.e. not later than 2:30 p.m. on Tuesday, 11 February 2020.

1. In the case of joint registered holders of any shares, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto; but should more than one of such joint registered holders be present at the EGM, either in person or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company and who entitle to vote in respect of such H shares, either in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members in respect of such H shares.
2. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

• For identification purpose only