China Railway Group Limited — Proxy Solicitation & Information Statement 2008

Sep 4, 2008

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中國中鐵股份有限公司

CHINA RAILWAY GROUP LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 390)

Form of Proxy for the Extraordinary General Meeting to be held on 20 October 2008

I/We[(Note][1)]

of

being the registered holder(s) of

(Note 2) H shares of RMB1.00 each in the capital of China

Railway Group Limited (the ‘‘Company’’), hereby appoint the Chairman of the meeting or[(Note][3)]

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting (the ‘‘Meeting’’) of the Company to be held at the Multi-functional Hall on the Fourth Floor of Tower A of China Railway Building, No. 26 Lianhuachi Nanli, Fengtai District, Beijing, PRC, at 9:00 a.m. on Monday, 20 October 2008 or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the notice convening the Meeting, and voting on behalf of me/us under my/our name as indicated below[(Note][4)] in respect of the resolutions to be proposed at the Meeting and any of its adjournment.

to be proposed at the Meeting and any of its adjournment.	to be proposed at the Meeting and any of its adjournment.	to be proposed at the Meeting and any of its adjournment.
Ordinary resolutions					Abstained(Note 4)
	Ordinary resolutions		For(Note 4)	Against(Note 4)	Abstained(Note 4)
	1	To consider and approve the amendments to the Administrative Rules Governing Related Party Transactions.
	2	To consider and approve: (i) the provision of guarantee amounting to RMB600,000,000 to China Henan International Cooperation Group Co., Ltd. by China Railway NO. 7 Engineering Group Co., Ltd. (a wholly-owned subsidiary of the Company); and
		(ii) the provision of guarantee amounting to RMB160,000,000 to China Railway NO. 10 Engineering Group NO. 3 Construction Co., Ltd. by China Railway NO. 10 Engineering Group Co., Ltd. (a wholly- owned subsidiary of the Company).
	Special resolution		For(Note 4)	Against(Note 4)	Abstained(Note 4)
	3	To approve the issue of domestic corporate bonds of principal amount not exceeding RMB15 billion within 36 months from the date of passing this resolution (issuing in single tranche or multiple tranches) and to publicly offer the same in Mainland China, and to authorise Mr. Shi Dahua (Chairman) and Mr. Li Changjin (President) to jointly deal with all matters in connection with the issue and listing of the corporate bonds.

Shareholder’s Signature[(Note][5)]

Dated 2008

Notes:

1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) relating to this form of proxy. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

3. If a proxy other than the Chairman of the meeting is preferred, cross out the words ‘‘the Chairman of the meeting or’’ and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Company who is entitled to attend and vote at the Meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company. Any changes to this proxy form should be initialled by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE ‘‘FOR’’ A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE ‘‘AGAINST’’ A RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO ABSTAIN VOTING ON A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘ABSTAINED’’. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Unless you direct in the proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the Meeting other than those referred to in the notice of the Meeting. You should give your opinion as any one of the following: ‘‘For’’, ‘‘Against’’ or ‘‘Abstained’’. Any vote which is not filled or filled wrongly or with unrecognisable writing or not casted will be deemed as having waived your voting rights, and the corresponding poll will be counted as ‘‘Abstained.’’

5. This form of proxy must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of director(s) or attorney(s) duly authorised. If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.

6. In the case of joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at H share registrar of the Company in person or by post not less than 24 hours before the time fixed for the holding of the Meeting or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the Meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

8. Shareholders or their proxies attending the Meeting shall produce their identity documents.