China Railway Group Limited — Proxy Solicitation & Information Statement 2010

Dec 28, 2010

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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)

Supplemental Form of Proxy for the First Extraordinary General Meeting in 2011 to be held on 27 January 2011

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“ Meeting act as my/our”) of the Company to be held at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:30proxy to attend and vote for me/us and on my/our behalf at the First Extraordinary General Meeting in 2011 (the a.m. on Thursday, 27 January 2011 or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutionsset out in the supplemental 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.

Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 29 December 2010.

	2	To consider and approve the amendments to the Articles of Association of the Company as set out in Appendix I to the circular of the Company dated 29 December 2010.
		Ordinary resolutions For (Note 4) Against (Note 4) Abstained (Note 4)
	3	To consider and approve the appointment of:
		(i) Mr. Li Changjin as an executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.
		(ii) Mr. Bai Zhongren as an executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.
		(iii) Mr. Yao Guiqing as an executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.
		(iv) Mr. Han Xiuguo as a non-executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.
		(v) Mr. He Gong as an independent non-executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.
		(vi) Mr. Gong Huazhang as an independent non-executive director of the Company for a term of three years with immediate effect until the expiry of the term of the second session of the board of directors of the Company.

		(viii)		Mr. Sun Patrick as an	Mr. Sun Patrick as an	Mr. Sun Patrick as an	independent non-executive	independent non-executive
				director of the Company for a term of three years
				with immediate effect until the expiry of the term of
				the second session of the board of directors				of the
				Company.
		(ix)		Mr. Wang	Qiuming as a shareholder representative
				supervisor of the Company for a term of three years
				with immediate effect until the expiry of the term of
				the second session of the supervisory committee of
				the Company.
		(x)		Mr. Chen	Wenxin as a shareholder representative
				supervisor of the Company for a term of three years
				with immediate effect until the expiry of the term of
				the second session of the supervisory committee of
				the Company.
				Special resolution				For (Note 4)		Against (Note 4)			Abstained (Note 4)
	4	To consider and approve the issue of short term bonds of
		principal amount			not	exceeding the equivalence of RMB19
		billion with a term not				exceeding 365 days, and to authorise
		the Chairman and the				President of the Company to jointly
		exercise all powers to handle matters relating to the issue of
		the short term bonds.

Shareholder’s Signature [(Note][5)]

Dated

Notes:

Important: You should first read the circular of the Company dated 29 December 2010 before appointing a proxy.

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 supplemental form of proxy. If no number is inserted, this supplemental 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 supplemental 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, PLEASE TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN YOUR VOTE 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 vote will be counted as “Abstained.”

5. This supplemental 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 supplemental 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 supplemental 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 supplementary 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 17M 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.

9. This form of proxy is the supplemental form of proxy for the purpose of the supplemental resolutions set out in the Supplemental Notice of the First Extraordinary General Meeting in 2011 dated 29 December 2010 and only serves as a supplement to the original form of proxy for the Meeting.