China Railway Group Limited — Proxy Solicitation & Information Statement 2010

Dec 28, 2010

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in China Railway Group Limited, you should at once hand this circular and the accompanying supplemental proxy forms to the purchaser or the transferee or to the bank, licensed securities dealer 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 circular, 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 circular.

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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)

(1) PROPOSED AMENDMENTS TO THE ARTICLES

(2) PROPOSED RE-ELECTION OF DIRECTORS

(3) PROPOSED RE-ELECTION OF SUPERVISORS (4) PROPOSED ISSUE OF SHORT TERM BONDS AND

SUPPLEMENTAL NOTICE OF EGM

A supplemental notice of EGM, which will be held as originally scheduled at 9:30 a.m. on Thursday, 27 January 2011, at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, is set out on pages 19 to 22 of this circular.

If you intend to appoint a proxy to attend the EGM and vote on the resolutions set out in the supplemental notice of EGM, you are required to complete and return the accompanying supplemental proxy form in accordance with the instructions printed thereon. For holders of H Shares, the supplemental proxy form should be returned to Computershare Hong Kong Investor Services Limited in person or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meetings thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish, but in such event the instruments appointing a proxy shall be deemed to be revoked.

29 December 2010

TABLE OF CONTENTS

	Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2 PROPOSED AMENDMENTS TO THE ARTICLES . . . . . . . . . . . . . . . . .	4
3 PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .	4
4 PROPOSED RE-ELECTION OF SUPERVISORS . . . . . . . . . . . . . . . . . . .	5
5 PROPOSED ISSUE OF SHORT TERM BONDS . . . . . . . . . . . . . . . . . . . .	5
6 THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES . . . . . . . . . . .	8
APPENDIX II BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS .	9
APPENDIX III BIOGRAPHICAL DETAILS OF THE PROPOSED
SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
SUPPLEMENTAL NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITION

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

• “A Shares”

• ordinary shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

• “Articles” the articles of association of the Company from time to time

• “Board” the board of directors of the Company

• “Bonds” short term bonds of principal amount not exceeding the equivalence of RMB19 billion proposed to be issued by the Company

• “the Company”

• 中國中鐵股份有限公司 (China Railway Group Limited), a joint stock limited company incorporated in the PRC and the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 390) and the Shanghai Stock Exchange (stock code: 601390), respectively

• “Company Law” the Company Law of the People’s Republic of China

• “CRECG”

• China Railway Engineering Corporation, a state-owned enterprise incorporated in the PRC and the controlling shareholder of the Company

• “Directors” the directors of the Company

• “EGM”

• the first extraordinary general meeting in 2011 of the Company to be held at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC at 9:30 a.m. on 27 January 2011

• “H Shares”

• overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

• “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITION

“Mandatory Provisions”

the Mandatory Provisions for Companies Listing Overseas set forth in Zheng Wei Fa (1994) No. 21 issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System

“PRC” or “China” the People’s Republic of China

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

“SFO” the Securities and Futures Ordinance the Laws of Hong Kong) “Shareholders” A Shareholders and/or H Shareholders

“Shares” A Shares and/or H Shares “Supervisors” the supervisors of the Company

“Supervisory Committee” the supervisory committee of the Company

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. LI Changjin (Chairman) Mr. BAI Zhongren Mr. YAO Guiqing

Registered Office: 1 Xing Huo Road, Fengtai District, Beijing 100070 PRC

Independent non-executive Directors: Mr. HE Gong Mr. GONG Huazhang Mr. WANG Taiwen Mr. SUN Patrick

Place of Business in Hong Kong: Unit 1201-1203 12th Floor, APEC Plaza 49 Hoi Yuen Road Kwun Tong, Kowloon Hong Kong

29 December 2010

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES (2) PROPOSED RE-ELECTION OF DIRECTORS

(3) PROPOSED RE-ELECTION OF SUPERVISORS (4) PROPOSED ISSUE OF SHORT TERM BONDS AND SUPPLEMENTAL NOTICE OF EGM

1 INTRODUCTION

Reference is made to the notice of EGM of the Company dated 13 December 2010 which set out the venue of the EGM and contains the resolution to be proposed at the EGM for Shareholders’ approval.

The purpose of this circular is to provide you with the information regarding the proposals submitted by CRECG to the Company in compliance with the laws and the Articles in respect of (i) the proposed amendments to the Articles; (ii) the proposed re-election of Directors, (iii) the proposed re-election of Supervisors, and (iv) the proposed issue of Bonds, which will be considered at the EGM and to set out the supplemental notice of EGM.

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LETTER FROM THE BOARD

2 PROPOSED AMENDMENTS TO THE ARTICLES

The Company received a proposal from CRECG in respect of certain proposed amendments to the Articles. The proposed amendments to the Articles are to change the composition of the Board from 9 directors to 7 to 9 directors and to change the composition of the Supervisory Committee from 5 supervisors to 5 to 7 supervisors, thus giving more flexibility to the Company to comply with its Articles in terms of the composition of the Board and the Supervisory Committee. Details of the proposed amendments to the Articles are set out in Appendix I to this circular.

It should be noted that the amendments to the Articles will only become effective after receiving approval from Shareholders by way of a special resolution at the EGM.

The Company has received a confirmation from its PRC legal adviser, Jia Yuan Law Firm, PRC lawyers, that the Articles, as amended, do not violate the requirements of the Company Law, the Mandatory Provisions and other applicable laws and regulations of the PRC. The Company has received a confirmation from its Hong Kong legal adviser, Linklaters, that the Articles, as amended, contain all provisions necessary to comply with the applicable provisions of the Hong Kong Listing Rules.

3 PROPOSED RE-ELECTION OF DIRECTORS

The term of directorship of all Directors of the first session of the Board, namely Mr. LI Changjin, Mr. BAI Zhongren, Mr. YAO Guiqing, Mr. HE Gong, Mr. GONG Huazhang, Mr. WANG Taiwen and Mr. SUN Patrick, should have expired on 12 September 2010. According to the provisions of the Company Law, where a company has not re-elected a director upon the expiry of his/her term of office or the number of director is less than the required quorum as a result of the resignation of a director, the existing director shall continue to serve as a director until the newly elected director commences his/her term of office. As such, the above Directors currently continue as Directors until members of the second session of the Board assume their office.

At the EGM, ordinary resolutions will be proposed to re-elect Mr. LI Changjin, Mr. BAI Zhongren, Mr. YAO Guiqing, Mr. HE Gong, Mr. GONG Huazhang, Mr. WANG Taiwen and Mr. SUN Patrick, and elect Mr. HAN Xiuguo to the second session of the Board. Mr. LI Changjin, Mr. BAI Zhongren and Mr. YAO Guiqing will be proposed as executive Directors, Mr. HE Gong, Mr. GONG Huazhang, Mr. WANG Taiwen and Mr. SUN Patrick will be proposed as independent non-executive Directors and Mr. HAN Xiuguo will be proposed as a non-executive Director. The term of office of all proposed Directors will be three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the Board.

Biographical details of each of the proposed Directors are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4 PROPOSED RE-ELECTION OF SUPERVISORS

The term of office of all Supervisors of the first session of the Supervisory Committee, namely Mr. WANG Qiuming, Mr. JI Zhihua, Mr. ZHANG Xixue, Mr. ZHOU Yuqing and Mr. LIN Longbiao, should have expired on 12 September 2010. According to the provisions of the Company Law, where a company has not re-elected a supervisor upon the expiry of his/her term of office or the number of supervisors is less than the required quorum as a result of the resignation of a supervisor, the existing supervisor shall continue to serve as a supervisor until the newly elected supervisor commences his/her term of office. As such, the above Supervisors currently continue as Supervisors until members of the second session of the Supervisory Committee assume their office.

At the EGM, ordinary resolutions will be proposed to re-elect Mr. WANG Qiuming and elect Mr. CHEN Wenxin as shareholder representative Supervisors to the second session of the Supervisory Committee. The term of office of the proposed shareholder representative Supervisors will be three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the Supervisory Committee.

According to the Articles, the employee representative Supervisors shall be elected and appointed by the employee representatives general meeting of the Company and does not require Shareholders’ approval. Their term of office as employee representative Supervisors will be the same as that of the proposed shareholder representative Supervisors.

Biographical details of the proposed shareholder representative Supervisors are set out in Appendix III to this circular.

5 PROPOSED ISSUE OF SHORT TERM BONDS

Considering that China’s current fiscal policy, which is slightly modified, is making financing more and more difficult, in order to make full use of the channels available on the domestic and foreign capital markets, bonds markets and indirect financing markets to raise funds for the support of the Company’s continuous development and strategic transformation, the Board, after receiving the proposal from CRECG in relation to the proposed issue of Bonds, has resolved to put forward the proposal of issue of Bonds to the EGM for the Shareholders’ approval.

As at 16 December 2010, the Company had registered and issued short term notes of principal amount of RMB6.7 billion. The guiding bottom cost for short term financing by AAA-grade enterprises published by the National Association of Financial Market Institutional Investors on 14 December 2010 was 3.95%, and the overall cost when added with the underwriting commission was 4.35%. Compared with the current 1-year bank lending base rate of 5.56%, the issue of short term notes of principal amount RMB19 billion can lead to a saving of approximately RMB230 million in interest expense per year, which will directly boost the Company’s profitability.

– 5 –

LETTER FROM THE BOARD

The proposed issue of Bonds is subject to approval from Shareholders by way of a special resolution at shareholders’ general meeting and approval from relevant regulatory authorities.

Terms of the proposed issue of Bonds are as follows:

• (a) Type

Short term bonds, including but not limited to short term notes and overseas short term bonds.

• (b) Issue size

The total principal amount of the Bonds to be issued will not exceed the equivalence of RMB19 billion, of which the principal amount of the overseas short term bonds will not exceed the equivalence of RMB3 billion.

• (c) Term

Not exceeding 365 days.

• (d) Use of proceeds

The proceeds from the issue of the Bonds will be used to supplement the Company’s working capital.

• (e) Issue method

The single type of Bonds will be registered at one time and will be issued in single or multiple tranches.

(f) Authorisation

It is also proposed that the shareholders’ general meeting authorise the Chairman and the President of the Company to jointly exercise all powers to handle matters relating to the issue of the Bonds, including but not limited to:

• (i) to decide on the type, specific terms, conditions and matters relating to the issue of the Bonds, including but not limited to the actual issue size, the market where the Bonds to be issued, the actual issue amount, the maturity dates, the issue price, the timing of the issue, whether or not to issue the Bonds in tranches and the number of tranches and the use of proceeds within the scope as approved by the shareholders’ general meeting;

• (ii) to handle other matters relating to the issue of the Bonds, including but not limited to engaging intermediaries, applying to the relevant authorities for approval in relation to the issue of the Bonds, dealing

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LETTER FROM THE BOARD

with matters relating to the issue and trading of the Bonds, executing all necessary legal documents and making relevant disclosure in accordance with applicable regulatory requirements; and

• (iii) in the event there is any change to the market conditions or the policy of the regulatory authorities regarding the issue, apart from those matters which are required by the relevant laws and regulations and the articles of association of the Company to be reapproved by the shareholders’ general meeting, to make appropriate adjustments to the proposal regarding the issue of the Bonds in accordance with the directions from the regulatory authorities.

Upon approval at the shareholders’ general meeting, the above authorisation will remain effective within the registered period of the issue of the Bonds or the duration of the relevant matters.

6 THE EGM

A supplemental notice of EGM, which will be held as originally scheduled at 9:30 a.m. on Thursday, 27 January 2011, at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, is set out on pages 19 to 22 of this circular.

Please refer to the notice of EGM dated 13 December 2010 for details of the other resolution to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

If you intend to appoint a proxy to attend the EGM and vote on the resolutions set out in the supplemental notice of EGM, you are required to complete and return the accompanying supplemental proxy form in accordance with the instructions printed thereon. For holders of H Shares, the supplemental proxy form should be returned to Computershare Hong Kong Investor Services Limited in person or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meetings thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish, but in such event the instruments appointing a proxy shall be deemed to be revoked.

Yours faithfully, By Order of the Board of China Railway Group Limited Li Changjin Chairman

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES

The Articles are written in Chinese and there is no official English translation in respect thereof. The translation into English is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail. Details of proposed amendments to the Articles are as follows:

Existing Article No.

Existing Provisions

Provisions after Amendment

First paragraph of Article 146

The board of directors shall be composed of 9 directors. The board of directors shall have one chairman and one vice chairman.

The board of directors shall be composed of 7 to 9 directors. The board of directors shall have one chairman and one vice chairman.

Article 190

The Company shall establish a supervisory committee. The supervisory committee shall be composed of 5 supervisors. The supervisory committee shall have one chairman.

The Company shall establish a supervisory committee. The supervisory committee shall be composed of 5 to 7 supervisors. The supervisory committee shall have one chairman.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

The biographical details of each of the proposed Directors are as follow:

Biography of Mr. Li Changjin

Mr. Li Changjin, 51, professor level senior engineer, is the Chairman, an Executive Director and Secretary to the Communist Party Committee of the Company. Mr. Li is also the chairman, general manager and deputy secretary to the Communist Party Committee of CRECG. He was vice president of the Fourth Survey and Design Institute of the Ministry of Railways from January 1995 to December 1995, vice director and acting director of the Second Engineering Bureau of the Ministry of Railways from January 1996 to July 1998, vice-chairman, general manager, deputy secretary to the Communist Party Committee and subsequently the chairman and secretary to the Communist Party Committee of China Railway No. 2 Engineering Group Co., Ltd. from May 1998 to July 2002. From July 2002 to September 2006, he was deputy general manager of CRECG. From September 2006 to September 2007, he was a director, general manager and deputy secretary to the Communist Party Committee of CRECG. From September 2007 to June 2010, Mr. Li was a director and secretary to the Communist Party Committee of CRECG, an Executive Director, President and Deputy Secretary to the Communist Party Committee of the Company. Mr. Li has been chairman, general manager and deputy secretary to the Communist Party Committee of CRECG and Chairman, an Executive Director and Secretary to the Communist Party Committee of the Company since June 2010. Mr. Li graduated from Changsha Railway University with a major in railway engineering. He has also received a master’s degree in communication and transportation engineering from Southwest Jiaotong University.

Mr. Li has not held any other directorships in any listed public companies in the last three years. Furthermore, save as disclosed in the biographical details above, Mr. Li has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

					Approximate
				Approximate	percentage
		Number of		percentage	of total
		A Shares	Nature of	of issued A	issued
Name	Capacity	held	interest	Shares	shares
Li Changjin	Beneficial	105,700	Long	0.0006%	0.0005%
	owner		position

The term of office of Mr. Li shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Li, as an executive Director, will receive remuneration that is determined with reference to the operating results of the Company and Mr. Li’s performance in fulfilling his duties. Remuneration to be received by Mr. Li mentioned above includes salary, discretionary bonus, contributions to retirement benefit scheme and other benefits. Details of the remuneration of the Directors is available in the Company’s annual report.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Save as disclosed herein, there are no other matters relating to Mr. Li that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

Biography of Mr. Bai Zhongren

Mr. Bai Zhongren, 49, professor level senior engineer, is an Executive Director, President and Deputy Secretary to the Communist Party Committee of the Company. Mr. Bai is also secretary to the Communist Party Committee and a director of CRECG, and vice-chairman of Taiyuan-Zhongwei (Yinchuan) Railway Co., Ltd. From December 1995 to March 2001, Mr. Bai was deputy director of the First Engineering Bureau of the Ministry of Railways, and deputy general manager and a director of China Railway No. 1 Engineering Group Co., Ltd.. Mr. Bai was deputy general manager of CRECG from March 2001 to September 2007, deputy general manager and chief economist of CRECG from October 2001 to September 2007, chairman of China Railway Construction Group (CRGC) Co., Ltd. from November 2006 to January 2008. He was an Executive Director, Vice-President and Chief Economist of the Company from September 2007 to June 2010, and director and vice-chairman of Lince Railway Co., Ltd. from June 2009 to October 2010. Mr. Bai has been a director, secretary to the Communist Party Committee of CRECG and an Executive Director, President and Deputy Secretary to the Communist Party Committee of the Company since June 2010. Mr. Bai graduated from Lanzhou Railway University with a major in railway engineering. He has also received a master’s degree in construction and civil engineering from Southwest Jiaotong University.

Mr. Bai has not held any other directorships in any listed public companies in the last three years. Furthermore, save as disclosed in the biographical details above, Mr. Bai has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

					Approximate
				Approximate	percentage
		Number of		percentage	of total
		A Shares	Nature of	of issued A	issued
Name	Capacity	held	interest	Shares	shares
Bai Zhongren	Beneficial	100,000	Long	0.0006%	0.0005%
	owner		position

The term of office of Mr. Bai shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Bai, as an executive Director, will receive remuneration that is determined with reference to the operating results of the Company and Mr. Bai’s performance in fulfilling his duties. Remuneration to be received by Mr. Bai mentioned above includes salary, discretionary bonus, contributions to retirement benefit scheme and other benefits. Details of the remuneration of the Directors is available in the Company’s annual report.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Save as disclosed herein, there are no other matters relating to Mr. Bai that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

Biography of Mr. Yao Guiqing

Mr. Yao Guiqing, 56, senior economist, is an Executive Director, Vice-Chairman of the Board, Deputy Secretary to the Communist Party Committee and Chairman of the Labor Union of the Company. Mr. Yao was secretary to the Communist Youth League Committee of CRECG and a standing committee member and central committee member of the Communist Youth League Committee of the Ministry of Railways from February 1990 to March 1994. He was the head of office of CRECG from March 1994 to October 1999, and deputy secretary to the Communist Party Committee of China Railway Construction Group (CRGC) Co., Ltd. from October 1999 to February 2001. He was a standing committee member of the Communist Party Committee, chairman of the labor union of CRECG and an executive committee member of All China Federation of Trade Unions from February 2001 to October 2004, deputy secretary to the Communist Party Committee of CRECG from December 2004 to September 2007, and chairman of China Railway No. 9 Engineering Group Co., Ltd. from April 2006 to March 2008. He was Vice-President of the Company from September 2007 to June 2009. Since September 2007, Mr. Yao has been deputy secretary to the Communist Party Committee and chairman of the labor union of both CRECG and the Company. From June 2009 to August 2010, he was the Chairman of the Company’s Supervisory Committee. Mr. Yao has been vice-chairman of CRECG since June 2010 and an Executive Director and Vice-Chairman of the Board of the Company since August 2010. Mr. Yao graduated from the Party School of the Central Committee of the Communist Party of China with a major in economic management. He has the academic qualification of on-job postgraduate student of the specialty of economic management in the Party School of the Central Committee of the Communist Party of China.

Mr. Yao has not held any other directorships in any listed public companies in the last three years. Furthermore, save as disclosed in the biographical details above, Mr. Yao has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

					Approximate
				Approximate	percentage
		Number of		percentage	of total
		A Shares	Nature of	of issued A	issued
Name	Capacity	held	interest	Shares	shares
Yao Guiqing	Beneficial	100,112	Long	0.0006%	0.0005%
	owner		position

The term of office of Mr. Yao shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Mr. Yao, as an executive Director, will receive remuneration that is determined with reference to the operating results of the Company and Mr. Yao’s performance in fulfilling his duties. Remuneration to be received by Mr. Yao mentioned above includes salary, discretionary bonus, contributions to retirement benefit scheme and other benefits. Details of the remuneration of the Directors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. Yao that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

Biography of Mr. Han Xiuguo

Mr. Han Xiuguo, 66, engineer, is a member of the 11th National Committee of the Chinese People’s Political Consultative Conference and a cadre of SASAC at the vice ministerial level. Mr. Han was a student of the specialty of radio chemistry in the Early Modern Chemistry Department of the University of Science and Technology of China from September 1963 to December 1968, head of the Training Through Labor, Teachers and Organization Division of Gansu Baiyin Open-Pit Mine from December 1968 to April 1973, deputy director of the administrative office of Gansu Baiyin Open-Pit Mine from April 1973 to April 1975; director of the political affairs office of Gansu Baiyin Open-Pit Mine from April 1975 to April 1978, director of the comprehensive utilization and environmental protection office and director of the research institute of Gansu Baiyin Company from April 1978 to July 1985, deputy secretary to the Municipal Communist Party Committee of Baiyin, Gansu from July 1985 to March 1990, secretary to the Municipal Communist Party Committee of Baiyin, Gansu from March 1990 to March 1991, secretary to the Municipal Communist Party Committee and director of the Municipal People’s Congress of Baiyin, Gansu from March 1991 to January 1995, vice governor of Gansu Province from January 1995 to September 2001, and chairman of the Supervisory Board for Key Large State-owned Enterprises from September 2001 to March 2009. Since March 2009, Mr. Han has been a cadre of SASAC at the vice ministerial level and a member of the 11th National Committee of the Chinese People’s Political Consultative Conference. Mr. Han graduated from the Early Modern Chemistry Department of the University of Science and Technology of China with a major in radio chemistry.

Except as stated above, Mr. Han has not held any other directorships in any listed public companies in the last three years. Furthermore, Mr. Han does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. Han shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Han, as a non-executive Director, will receive remuneration that is fixed on a pre-determined basis by virtue of his position. Details of the remuneration of the Directors is available in the Company’s annual report.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Save as disclosed herein, there are no other matters relating to Mr. Han that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

Biography of Mr. He Gong

Mr. He Gong, 67, professor level senior engineer, is an Independent Non-executive Director of the Company. Mr. He is also an external director of Dongfang Electric Corporation. Mr. He served as cadre of second hydroelectric engineering department of Yunnan Electric Power Bureau, secretary and deputy director of the office of Yunnan Electric Power Department, deputy director of Yunnan Electric Power Industry Bureau, member of the Communist Party Committee of Yunnan Electric Power Industry Bureau and concurrently director of preparatory division of Man Shui Wan Hydroelectric Engineering Management Bureau under Yunnan Electric Power Industry Bureau, director and deputy secretary to the Communist Party Committee of Yunnan Electric Power Industry Bureau, deputy general manager and member of the Communist Party Committee of China Three Gorges Project Corporation, deputy general manager and member of the Communist Party Committee of State Electric Power Corporation, general manager and secretary to the Communist Party Committee of China Hua Dian Corporation and chairman of Yunnan Jinsha River Midstream Hydropower Development Co., Ltd. Mr. He was approved for retirement by the Organization Division of the Central Committee of Communist Party Committee in October 2009. Mr. He has been an external director of Dongfang Electric Corporation since April 2009 and the Independent Non-executive Director of the Company since September 2007. Mr. He graduated from the Second Mechanical Engineering Department of Wuhan Polytechnic Institute in 1966 with a major in tractor design and manufacturing.

Except as stated above, Mr. He has not held any other directorships in any listed public companies in the last three years. Furthermore, Mr. He does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. He shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. He, as an independent non-executive Director, will receive remuneration that is fixed on a pre-determined basis by virtue of his position. Details of the remuneration of the Directors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. He that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Biography of Mr. Gong Huazhang

Mr. Gong Huazhang, 64, professor level senior accountant, is an Independent Non-executive Director of the Company. Mr. Gong is also a member of Accounting Standards Committee and Valuation Standards Committee under the Ministry of Finance, vice director of the Accounting Society of China, advisor of the Price Association of China. Mr. Gong is a part-time professor of Tsinghua University, Nankai University, Xiamen University, China University of Petroleum (Beijing), China University of Petroleum (Huadong), Shanghai National Accounting Institute and Xiamen National Accounting Institute, and a professor of Beijing National Accounting Institute. From February 1999 to August 2000, Mr. Gong served as chief accountant of China National Petroleum Corporation. From August 2000 to April 2007, Mr. Gong was a member of the Communist Party Committee and the chief accountant of China National Petroleum Corporation. From November 1999 to March 2008, he was a director of PetroChina Company Limited. He was the chairman of China Petroleum Finance Co., Ltd. from May 1999 to September 2009 and a director of China Yangtze Power Co., Ltd. from September 2002 to June 2010. He has been an independent director of China Shenhua Energy Company Limited since June 2009, an external director of Dongfang Electric Corporation since April 2009, an independent director of Nanyang Commercial Bank (China) Limited since December 2007, an independent director of China Southern Airlines Company Limited since June 2007, as well as an Independent Non-executive Director of the Company since September 2007. Mr. Gong graduated from Business School of Yangzhou City, Jiangsu Province with a major in planning and statistics.

Except as stated above, Mr. Gong has not held any other directorships in any listed public companies in the last three years. Furthermore, Mr. Gong does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. Gong shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Gong, as an independent non-executive Director, will receive remuneration that is fixed on a pre-determined basis by virtue of his position. Details of the remuneration of the Directors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. Gong that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Biography of Mr. Wang Taiwen

Mr. Wang Taiwen, 64, is an Independent Non-executive Director of the Company. Mr. Wang is also an external director of China National Foreign Trade Transportation Group Corporation and an independent director of China Automation Group Limited. Mr. Wang served as technician, engineer, deputy chief of workshop, deputy branch factory manager, branch factory manager, deputy factory manager, secretary to the Communist Party Committee and factory manager of Ziyang Combustion Motor Factory under the Ministry of Railways; deputy general manager, vice-chairman, general manager, deputy secretary to the Communist Party Committee, chairman, general manager and secretary to the Communist Party Committee of China Railway Rolling Stock Industry Corporation; and chairman and secretary to the Communist Party Committee of China Southern Locomotive Industrial Group Corporation. From June 2000 to May 2004, Mr. Wang served as chairman and secretary to the Communist Party Committee of China Southern Locomotive Industrial Group Corporation. Mr. Wang served as an external director of CRECG from November 2006 to September 2007. Since September 2007, he has been an Independent Non-executive Director of the Company. Mr. Wang graduated from Dalian Railway Institute with a major in machinery and manufacturing.

Except as stated above, Mr. Wang has not held any other directorships in any listed public companies in the last three years. Furthermore, Mr. Wang does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. Wang shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Wang, as an independent non-executive Director, will receive remuneration that is fixed on a pre-determined basis by virtue of his position. Details of the remuneration of the Directors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. Wang that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS

Biography of Mr. Sun Patrick

Mr. Sun Patrick, 51, a member of Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants, United Kingdom and vice president of the Chamber of Hong Kong Listed Companies, is an Independent Non-executive Director of the Company. Mr. Sun is also an independent non-executive director and the chairman of Solomon Systech International Limited, an independent non-executive director of Trinity Limited and an independent non-executive director of Sihuan Pharmaceutical Holdings Group Limited. He was a member of Hong Kong Takeovers & Mergers Panel, deputy convener of the Listing Committee of the Stock Exchange of Hong Kong Limited, member of the Council of the Stock Exchange of Hong Kong Limited and the honorary chief executive officer of the Chamber of Hong Kong Listed Companies. He was President and Head of Investment Banking for Hong Kong of JPMorgan Chase. Mr. Sun also served as an executive director and chief executive officer of Value Convergence Holdings Limited, executive director of SW Kingsway Capital Holdings Limited, group executive director and co-head of Investment Banking of Jardine Fleming Holdings Limited, independent non-executive director of Link Management Limited, independent non-executive director of Everbright Pramerica Fund Management Co., Ltd.. Since September 2007, he has been an Independent Non-executive Director of the Company. Mr. Sun graduated from the Wharton School of the University of Pennsylvania, United States with a bachelor of science degree. He also completed the Stanford Executive Program of Stanford Business School, United States.

Except as stated above, Mr. Sun has not held any other directorships in any listed public companies in the last three years. Furthermore, Mr. Sun does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. Sun shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Board.

Mr. Sun, as an independent non-executive Director, will receive remuneration that is fixed on a pre-determined basis by virtue of his position. Details of the remuneration of the Directors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. Sun that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

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APPENDIX III BIOGRAPHICAL DETAILS OF THE PROPOSED SUPERVISORS

The biographical details of the proposed shareholder representative Supervisors are as follow:

Biography of Mr. Wang Qiuming

Mr. Wang Qiuming, 57, senior economist, is Chairman of the Supervisory Committee, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of the Company. Mr. Wang is also deputy secretary to the Communist Party Committee and secretary to the disciplinary committee of CRECG. He served as deputy director and director of Division of Cadre of CRECG consecutively from November 1989 to September 2006. He served as deputy chief economist and concurrently director of Division of Cadre of CRECG from June 2004 to August 2006. In September 2006, Mr. Wang became deputy secretary to the Communist Party Committee and secretary to the disciplinary committee of CRECG. He was chairman of China Railway NO. 3 Engineering Group Co., Ltd. from April 2007 to January 2008. From September 2007 to August 2010, Mr. Wang served as a Non-executive Director, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of the Company. Since August 2010, he has been Chairman of the Supervisory Committee, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of the Company. Mr. Wang graduated from the Party School of the Central Committee of the Communist Party of China with a major in politics and economics.

Mr. Wang has not held any other directorships in any listed public companies in the last three years. Furthermore, save as disclosed in the biographical details above, Mr. Wang has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Wang has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

						Approximate
					Approximate	percentage
			Number of		percentage	of total
			A Shares	Nature of	of issued A	issued
Name		Capacity	held	interest	Shares	shares
Wang	Qiuming	Beneficial	50,000	Long	0.0003%	0.0002%
		owner		position

The term of office of Mr. Wang shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Supervisory Committee.

Mr. Wang, as a Supervisor, will receive remuneration that is determined with reference to the operating results of the Company and Mr. Wang’s performance in fulfilling his duties. Remuneration to be received by Mr. Wang mentioned above includes salary, discretionary bonus, contributions to retirement benefit scheme and other benefits. Details of the remuneration of the Supervisors is available in the Company’s annual report.

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APPENDIX III BIOGRAPHICAL DETAILS OF THE PROPOSED SUPERVISORS

Save as disclosed herein, there are no other matters relating to Mr. Wang that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

Biography of Mr. Chen Wenxin

Mr. Chen Wenxin, 47, senior economist, is Deputy Director of the Office of Board and concurrently Head of Property Representative Management Department of the Company. He served as assistant manager of No. 4 Engineering Bureau of Ministry of Railways, chief secretary to (board secretariat of) the office of Communist Party Committee of China Railway No. 4 Engineering Group Co., Ltd.. Mr. Chen was deputy director of audit and supervision division and deputy director of legal affair division of China Railway No. 10 Engineering Group Co., Ltd. from January 2004 to January 2008, supervisor of China Railway Engineering Deshang Expressway Development Co., Ltd. from December 2004 to April 2010. He has been a supervisor of China Railway South Investment & Development Co., Ltd. since December 2007, Deputy Director of the Office of Board and concurrently Head of Property Representative Management Department of the Company since January 2008, and a director of Lince Railway Co., Ltd. since December 2010. Mr. Chen graduated from Zhengzhou People’s Police School of Ministry of Railways and received a bachelor’s degree in law from Anhui University in June 2006.

Mr. Chen has not held any other directorships in any listed public companies in the last three years. Furthermore, save as disclosed in the biographical details above, Mr. Chen does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and has no interests in the shares of the Company within the meaning of Part XV of the SFO.

The term of office of Mr. Chen shall be 3 years commencing upon the approval by the Shareholders of his appointment at the EGM until the expiry of the term of the second session of the Supervisory Committee.

Mr. Chen, as a Supervisor, will receive remuneration that is determined with reference to the operating results of the Company and Mr. Chen’s performance in fulfilling his duties. Remuneration to be received by Mr. Chen mentioned above includes salary, discretionary bonus, contributions to retirement benefit scheme and other benefits. Details of the remuneration of the Supervisors is available in the Company’s annual report.

Save as disclosed herein, there are no other matters relating to Mr. Chen that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Hong Kong Listing Rules.

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SUPPLEMENTAL NOTICE OF EGM

==> picture [55 x 56] intentionally omitted <==

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 NOTICE OF EGM

Reference is made to the notice of first extraordinary general meeting in 2011 dated 13 December 2010 (the “ Notice ”) which sets out the venue of the first extraordinary general meeting in 2011 (the “ EGM ”) of China Railway Group Limited (the “ Company ”) and contains the resolution to be proposed at the EGM for shareholders’ approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM, which will be held as originally scheduled at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Thursday, 27 January 2011 at 9:30 a.m., will consider and, if thought fit, pass the following supplemental resolutions in addition to the resolution set out in the Notice:

As special resolution:

1. 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.

As ordinary resolutions:

1. To consider and approve the appointments of:

2. (i) Mr. Li Changjin as an executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the board of directors of the Company.

3. (ii) Mr. Bai Zhongren as an executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the board of directors of the Company.

4. (iii) Mr. Yao Guiqing as an executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the board of directors of the Company.

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SUPPLEMENTAL NOTICE OF EGM

• (iv) Mr. Han Xiuguo as a non-executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM 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 commencing immediately after the conclusion of the EGM 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 commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the board of directors of the Company.

• (vii) Mr. Wang Taiwen as an independent non-executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the board of directors of the Company.

• (viii) Mr. Sun Patrick as an independent non-executive director of the Company for a term of three years commencing immediately after the conclusion of the EGM 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 commencing immediately after the conclusion of the EGM 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 commencing immediately after the conclusion of the EGM until the expiry of the term of the second session of the supervisory committee of the Company.

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SUPPLEMENTAL NOTICE OF EGM

As special resolution:

1. To consider and approve the issue of short term bonds by the Company of principal amount not exceeding the equivalence of RMB19 billion, of which the principal amount of the overseas short term bonds shall not exceed the equivalence of RMB3 billion, with a term not exceeding 365 days (the “Bonds”) in single or multiple tranches and the proceeds from the issue of the Bonds be used to supplement the Company’s working capital, within the registered period of the issue of the Bonds or the duration of relevant matters after the date of passing of this resolution, 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 Bonds, including but not limited to:

2. (i) to decide on the type, specific terms, conditions and matters relating to the issue of the Bonds, including but not limited to the actual issue size, the market where the Bonds to be issued, the actual issue amount, the maturity dates, the issue price, the timing of the issue, whether or not to issue the Bonds in tranches and the number of tranches and the use of proceeds within the scope as approved by the shareholders’ general meeting;

3. (ii) to handle other matters relating to the issue of the Bonds, including but not limited to engaging intermediaries, applying to the relevant authorities for approval in relation to the issue of the Bonds, dealing with matters relating to the issue and trading of the Bonds, executing all necessary legal documents and making relevant disclosure in accordance with applicable regulatory requirements; and

4. (iii) in the event there is any change to the market conditions or the policy of the regulatory authorities regarding the issue, apart from those matters which are required by the relevant laws and regulations and the articles of association of the Company to be reapproved by the shareholders’ general meeting, to make appropriate adjustments to the proposal regarding the issue of the Bonds in accordance with the directions from the regulatory authorities.

Upon approval at the shareholders’ general meeting, the above authorisation will remain effective within the registered period of the issue of the Bonds or the duration of the relevant matters.

By order of the Board Yu Tengqun Tam Chun Chung Joint Company Secretaries

Beijing, the PRC,

29 December 2010

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SUPPLEMENTAL NOTICE OF EGM

Notes:

1. Details of the above resolutions are set out in the shareholders’ circular (“Circular”) of the Company dated 29 December 2010. Unless otherwise defined in this notice, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Circular.

2. A supplemental proxy form in respect of the resolutions numbered 2 to 4 above is enclosed with the Circular.

3. Please refer to the Notice of EGM dated 13 December 2010 for details of the other resolution to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

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