China Railway Group Limited — Proxy Solicitation & Information Statement 2010

Jul 27, 2010

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental shareholders’ 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 supplemental shareholders’ circular and the accompanying supplemental proxy form 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 supplemental shareholders’ 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 supplemental shareholders’ 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 AMENDMENTS TO THE PROCEDURAL RULES (3) PROPOSED APPOINTMENT OF DIRECTOR (4) PROPOSED APPOINTMENT OF SUPERVISOR

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

A supplemental notice of 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, 12 August 2010 at 9:30 a.m., is set out on pages 16 to 17 of this supplemental shareholders’ circular.

If you intend to appoint a proxy to attend the EGM and vote on the resolutions set out in the supplemental notice of the 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.

28 July 2010

TABLE OF CONTENTS

Page

DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2 PROPOSED AMENDMENTS TO THE ARTICLES . . . . . . . . . . . . . . . . .	4
3 PROPOSED AMENDMENTS TO THE PROCEDURAL RULES . . . . . . .	4
4 PROPOSED APPOINTMENT OF DIRECTOR . . . . . . . . . . . . . . . . . . . . .	5
5 PROPOSED APPOINTMENT OF SUPERVISOR . . . . . . . . . . . . . . . . . . .	5
6 THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – PROPOSED AMENDMENTS TO THE ARTICLES . . . . . . . . . .	7
APPENDIX II – PROPOSED AMENDMENTS TO
THE PROCEDURAL RULES FOR
SHAREHOLDERS’ GENERAL MEETING . . . . . . . . . . . . . . .	12
APPENDIX III – PROPOSED AMENDMENTS TO
THE PROCEDURAL RULES FOR THE BOARD . . . . . . . . . .	13
APPENDIX IV – BIOGRAPHICAL DETAILS OF
THE PROPOSED DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX V – BIOGRAPHICAL DETAILS OF
THE PROPOSED SUPERVISOR . . . . . . . . . . . . . . . . . . . . . . .	15
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . .	16

DEFINITION

In this supplemental shareholders’ 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 China Railway Group Limited as amended from time to time

• “Board” the board of directors of 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 established in the PRC and the controlling shareholder of the Company

• “Directors”

• the directors of the Company

• “EGM”

• the 2010 first extraordinary general meeting 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 Thursday, 12 August 2010

• “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

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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” the People’s Republic of China

• “Procedural Rules” the Procedural Rules for the Shareholders’ General Meeting and the Procedural Rules for the Board, of the Company

• “SASAC”

• the State-owned Assets Supervision and Administration Commission of the State Council of the PRC

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Supervisors” the supervisors of the Company

• “Supervisory Committee” the supervisory committee of the Company

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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

Non-executive Director: Mr. WANG Qiuming

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

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

Place of Business in Hong Kong: Unit 1201-1203 12th Floor, APEC Plaza 49 Hoi Yuen Road Kwun Tong Kowloon Hong Kong 28 July 2010

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES

(2) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES (3) PROPOSED APPOINTMENT OF DIRECTOR (4) PROPOSED APPOINTMENT OF SUPERVISOR AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

Reference is made to the shareholders’ circular of the Company dated 28 June 2010 and the notice of the EGM which sets out the venue of the EGM and contains the resolutions to be proposed at the EGM for shareholders’ approval.

The purpose of this supplemental shareholders’ 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 amendments to the Articles, (ii) the proposed nomination of Mr. Yao Guiqing as an executive Director, who will cease to hold his positions as Supervisor and Chairman of the Supervisory Committee, and (iii) the proposed nomination of Mr. Wang Qiuming as a shareholder representative Supervisor,

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LETTER FROM THE BOARD

who will cease to hold his position as a non-executive Director. This supplemental shareholders’ circular also sets out the proposal regarding the corresponding amendments to the Procedural Rules to reflect the proposed amendments to the Articles, which, together with the proposals submitted by CRECG to the Company, will be considered at the EGM and to set out the supplemental notice of the EGM.

2 PROPOSED AMENDMENTS TO THE ARTICLES

The Company received a proposal on 26 July 2010 from CRECG in respect of certain proposed amendments to the Articles. The amendments to the Articles is to reflect the requirements set out in the Guidelines for the Articles of Association of Listed Companies and comments made by the SASAC on the Articles. Details of the proposed amendments to the Articles are set out in Appendix I to this supplemental shareholders’ circular.

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

The Articles are written in Chinese and there is no official English transaction in respect thereof. The translation into English language is for reference only. In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

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 AMENDMENTS TO THE PROCEDURAL RULES

Pursuant to the Company Law and other relevant regulatory rules, the Company has formulated the Procedural Rules. In order to reflect the proposed amendments to the Articles, the Company proposed to make corresponding amendments to the Procedural Rules. Details of the proposed amendments to the Procedural Rules for Shareholders’ General Meeting and the Procedural Rules for the Board are set out in Appendices II and III to this supplemental shareholders’ circular, respectively.

The amendments to the Procedural Rules will only become effective after receiving approval of shareholders by way of special resolution at the EGM.

The Procedural Rules are written in Chinese and there is no official English translation in respect thereof. The translation into English language is for reference only. In case of any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

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LETTER FROM THE BOARD

4 PROPOSED APPOINTMENT OF DIRECTOR

On 26 July 2010, the Company received a proposal from CRECG in relation to the nomination of Mr. Yao Guiqing as an executive Director, who will cease to hold his positions as Supervisor and Chairman of the Supervisory Committee. Accordingly, an ordinary resolution will be proposed at the EGM to approve the appointment of a new Director. Pursuant to the Articles, the appointment of Mr. Yao Guiqing will only become effective after receiving approval at the shareholders’ general meeting and his term of office shall commence from the date of the resolution approving the appointment until the expiry of the term of the first session of the Board. Mr. Yao Guiqing is currently a Supervisor and Chairman of the Supervisory Committee. Mr. Yao will cease to hold his positions as Supervisor and Chairman of the Supervisory Committee upon his appointment as executive Director being approved at the EGM.

Biographical details of Mr. Yao Guiqing are set out in Appendix IV to this shareholders’ supplemental circular.

5 PROPOSED APPOINTMENT OF SUPERVISOR

On 26 July 2010, the Company received a proposal from CRECG in relation to the nomination of Mr. Wang Qiuming as a shareholder representative Supervisor, who will cease to hold his position as non-executive Director. Accordingly, an ordinary resolution will be proposed at the EGM to approve the appointment of a new Supervisor. Pursuant to the Articles, the appointment of Mr. Wang Qiuming will only become effective after receiving approval at the shareholders’ general meeting and his term of office shall commence from the date of the resolution approving the appointment until the expiry of the term of the first session of the Supervisory Committee. Mr. Wang Qiuming is currently a non-executive Director. Mr. Wang Qiuming will cease to hold his position as non-executive Director upon his appointment as a shareholder representative Supervisor being approved at the EGM.

Biographical details of Mr. Wang Qiuming are set out in Appendix V to this supplemental shareholders’ circular.

6 THE EGM

A supplemental notice of 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, 12 August 2010 at 9:30 a.m., is set out on pages 16 to 17 of this supplemental shareholders’ circular.

Please refer to the notice of the EGM set out in the shareholders’ circular of the Company dated 28 June 2010 for details of the other resolutions 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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LETTER FROM THE BOARD

If you intend to appoint a proxy to attend the EGM and vote on the resolutions set out in the supplemental notice of the 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

Details of the proposed amendments to the Articles are as follows (appropriate consequential changes to the numbering and sequence of the relevant chapter, article, paragraph and sub-paragraph will be made, if required, but will not be specifically described herein):

Existing Article No.

Existing Provisions

Provisions after Amendment

• First paragraph of The chairman shall preside over Article 94 the general meeting. In the event of any inability or failure of the chairman to perform his duties, a director jointly elected by more than one half of the directors shall preside over the general meeting.

The chairman shall preside over the general meeting. In the event of any inability or failure of the chairman to perform his duties, the vice chairman shall preside over the general meeting; in the event of any inability or failure of the vice chairman to perform his duties, a director jointly elected by more than one half of the directors shall preside over the general meeting.

• Article 146

• The board of directors shall be composed of nine directors. The board of directors shall have one chairman.

The chairman shall be elected and removed from office by more than one half of the total number of the directors. The chairman shall serve a term of office of three years and may serve consecutive terms if being re-elected upon the expiration of his term.

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

Each of the chairman and vice chairman shall be elected and removed from office by more than one half of the total number of the directors. The chairman and vice chairman shall serve a term of office of three years and may serve consecutive terms if being re-elected upon the expiration of their terms.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES

Existing Article No.

Article 147

Existing Provisions

The board of directors shall exercise the following functions and powers:

Provisions after Amendment

The board of directors shall exercise the following functions and powers:

• ...... ......

• (11) to decide on matters (11) to decide on matters regarding, among others, regarding, among others, the merger, division and the merger, division, restructuring of the restructuring and Company’s subsidiaries; dissolution of the Company’s subsidiaries;

• (12) to decide on the policies and schemes relating to the salaries and benefits of, and the bonuses and disciplinary actions for, the Company’s employees;

• ......

• (12) to decide on the policies and schemes relating to the performance appraisal, salaries and benefits of, and the bonuses and disciplinary actions for, all of the Company’s employees;

  • ......

• (24) to elect the chairman of (24) to elect the chairman and the Company; vice chairman of the Company;

• ......

  • ......

• (29) to exercise other functions (29) to decide on the strategies and powers under laws for the development of and regulations or these the Company and of the Articles and as granted at Company’s business the general meeting. segments;

• (30) to exercise other functions and powers under laws and regulations or these Articles and as granted at the general meeting.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES

Existing Article No.

Article 150

Existing Provisions

The strategy committee of the board of directors shall have the following functions and powers:

• (1) to research and advise on the strategy for the Company’s long-term development and the Company’s important investment decisions;

• (2) to research and advise on matters regarding, among others, material restructuring, merger, division and dissolution of the business of the Company;

Provisions after Amendment

The strategy committee of the board of directors shall have the following functions and powers:

• (1) to research and advise on the strategies for the development of the Company and its business segments, and the Company’s important investment decisions;

• (2) to research and advise on matters regarding, among others, material restructuring, merger, division and dissolution of the business of the Company and its subsidiaries;

• (3) to exercise other functions (3) to research, guide and and powers granted by advise on the formulation the board of directors. and alteration of the strategies of the Company’s subsidiaries;

• (4) to exercise other functions and powers granted by the board of directors.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX I

Existing Article No.

Article 152

Existing Provisions

The remuneration committee of the board of directors shall have the following principal functions and powers:

Provisions after Amendment

The remuneration committee of the board of directors shall have the following principal functions and powers:

...... ......

• (8) to exercise other functions (8) to advise the board of and powers granted by directors on, and the board of directors. supervise the implementation of, the policies and schemes relating to the performance appraisal, salaries and benefits of, and the bonuses and disciplinary actions for, all of the Company’s employees, and the formulation and perfection of the relevant systems;

• (9) to exercise other functions and powers granted by the board of directors.

Article 159

In the event of any inability or failure of the chairman of the Company to perform his duties, a director jointly elected by more than one half of the directors shall perform such duties.

The vice chairman of the Company shall assist the chairman with his work. In the event of any inability or failure of the chairman to perform his duties, the vice chairman shall perform such duties; in the event of any inability or failure of the vice chairman to perform his duties, a director jointly elected by more than one half of the directors shall perform such duties.

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APPENDIX I

PROPOSED AMENDMENTS TO THE ARTICLES

Existing Article No.

Article 161

Article 271

Existing Provisions

The notice of an extraordinary board meeting may be given by any such means as set out in Article 243, and such notice shall be delivered to each director and supervisor 2 days prior to the meeting.

References to senior

management personnel in these Articles are to the president, vice president, chief financial officer, chief engineer, chief economist, general counsel and board secretary of the Company. References to the president and vice president in these Articles are to the general manager and deputy general manager as referred to in the Company Law; and references to the chief financial officer are to the financial controller as referred to in the Company Law.

Provisions after Amendment

The notice of an extraordinary board meeting may be given by any such means as set out in Article 243, and such notice shall be delivered to each director and supervisor generally 10 days or at least 5 days prior to the meeting.

References to senior

management personnel in these Articles are to the president, vice president, chief financial officer, board secretary, chief engineer, chief economist and general counsel of the Company. References to the president and vice president in these Articles are to the general manager and deputy general manager as referred to in the Company Law; and references to the chief financial officer are to the financial controller as referred to in the Company Law.

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APPENDIX II PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR SHAREHOLDERS’ GENERAL MEETING

Details of the proposed amendments to the Procedural Rules for Shareholders’ General Meeting of the Company are as follows (appropriate consequential changes to the numbering and sequence of the relevant chapter, rule, paragraph and sub-paragraph will be made, if required, but will not be specifically described herein):

Existing Rule No.

Existing Provisions

Provisions after Amendment

First paragraph of Rule 34

The chairman shall preside over the general meeting. In the event of any inability or failure of the chairman to perform his duties, a director jointly elected by more than one half of the directors shall preside over the general meeting.

The chairman shall preside over the general meeting. In the event of any inability or failure of the chairman to perform his duties, the vice chairman shall preside over the general meeting; in the event of any inability or failure of the vice chairman to perform his duties, a director jointly elected by more than one half of the directors shall preside over the general meeting.

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APPENDIX III

PROPOSED AMENDMENTS TO THE PROCEDURAL RULES FOR THE BOARD

Details of the proposed amendments to the Procedural Rules for the Board are as follows (appropriate consequential changes to the numbering and sequence of the relevant chapter, article, paragraph and sub-paragraph will be made, if required, but will not be specifically described herein):

Existing Rule No. Existing Provisions

Provisions after Amendment

Rule 8

In order to hold an extraordinary Board meeting, the Board office shall (other than under special circumstances) give notice in writing to each Director and Supervisor 2 days in advance.

In order to hold an

extraordinary Board meeting, the Board office shall (other than under special circumstances) give notice in writing to each Director and Supervisor generally 10 days or at least 5 days prior to the meeting.

• First paragraph of Board meetings shall be Rule 9 convened and presided over by the chairman of the Board. Where the chairman of the Board is unable to or does not perform his function, the meetings shall be convened and presided over by a director jointly nominated by more than half of the directors. In order to hold a regular and an extraordinary Board meeting, the Board office shall give notice in writing affixed with its seal to each Director and Supervisor, president and Board secretary 10 days and 2 days in advance, respectively. For those who are not served notices directly by the Board office, confirmation should be sought by telephone, and record should be made accordingly.

Board meetings shall be convened and presided over by the chairman of the Board. Where the chairman of the Board is unable to or does not perform his function, the meetings shall be presided over by the vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meetings shall be convened and presided over by a director jointly nominated by more than half of the directors. In order to hold a regular and an extraordinary Board meeting, the Board office shall give notice in writing affixed with its seal to each Director and Supervisor, president and Board secretary in accordance with the timing requirements. For those who are not served notices directly by the Board office, confirmation should be sought by telephone, and record should be made accordingly.

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APPENDIX IV BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTOR

BIOGRAPHY OF MR. YAO GUIQING

YAO Guiqing (姚桂清), age 56, senior economist, is the Chairman of the Supervisory Committee, Deputy Secretary of the Communist Party Committee and Chairman of the Labour Union of the Company. Mr. Yao is also the vice chairman of CRECG and the executive member of All-China Federation of Trade Unions. He was chairman of the labour union of CRECG since February 2001 and deputy secretary of the Communist Party Committee of CRECG from December 2004 to September 2007. He was also 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 25 June 2009, he has been Chairman of the Supervisory Committee of the Company.

Mr. Yao Guiqing 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 Guiqing has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Yao Guiqing has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

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

Mr. Yao Guiqing, 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 Guiqing 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.

Pursuant to the Articles, the appointment of Mr. Yao Guiqing will only become effective after receiving approval at the shareholders’ general meeting and his term of office shall commence from the date of the resolution approving the appointment until the expiry of the term of the first session of the Board. Mr. Yao Guiqing is currently a Supervisor and Chairman of the Supervisory Committee, Mr. Yao will cease to hold his positions as Supervisor and Chairman of the Supervisory Committee upon his appointment as executive Director being approved at the EGM.

Save as disclosed herein, there are no other matters relating to the proposed appointment of Mr. Yao Guiqing as an executive Director that need to be brought to the attention of the shareholders of the Company 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 V BIOGRAPHICAL DETAILS OF THE PROPOSED SUPERVISOR

BIOGRAPHY OF MR. WANG QIUMING

WANG Qiuming (王秋明), age 57, senior economist, is a Non-executive Director, Deputy Secretary of the Communist Party Committee and Secretary of the Disciplinary Committee of the Company. Mr. Wang is also deputy secretary to the Communist Party Committee and secretary of the disciplinary committee of CRECG. He served as deputy chief economist and director of Division of Cadre of CRECG from June 2004 to August 2006. Since September 2006, Mr. Wang has been deputy secretary to the Communist Party Committee and secretary to the disciplinary committee of CRECG. He was also the chairman of China Railway NO. 3 Engineering Group Co. Ltd. from April 2007 to January 2008. Since September 2007, Mr. Wang has been a Non-executive Director, Deputy Secretary to the Communist Party Committee and Secretary to the Disciplinary Committee of the Company.

Mr. Wang Qiuming 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 Qiuming has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company. Mr. Wang Qiuming has the following interests in the shares of the Company within the meaning of Part XV of the SFO:

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

Mr. Wang Qiuming, as a shareholder representative 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 Qiuming as 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.

Pursuant to the Articles, the appointment of Mr. Wang Qiuming will only become effective after receiving approval at the shareholders’ general meeting and his term of office shall commence from the date of the resolution approving the appointment until the expiry of the term of the first session of the Supervisory Committee. Mr. Wang Qiuming is currently a non-executive Director, Mr. Wang will cease to hold his position as non-executive Director upon his appointment as a shareholder representative Supervisor being approved at the EGM.

Save as disclosed herein, there are no other matters relating to the proposed appointment of Mr. Wang Qiuming as shareholder representative Supervisor that need to be brought to the attention of the shareholders of the Company 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 EXTRAORDINARY GENERAL MEETING

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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 NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the Notice of Extraordinary General Meeting dated 28 June 2010 (the “ Notice ”) which sets out the venue of the 2010 First Extraordinary General Meeting (the “ EGM ”) of China Railway Group Limited (the “ Company ”) and contains the resolutions to be proposed at the EGM for shareholders’ approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company, which will be held as originally scheduled at Lecture Hall, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Thursday, 12 August 2010 at 9:30 a.m., will consider and, if thought fit, pass the following supplemental resolutions in addition to the resolutions set out in the Notice:

As special resolutions:

1. To approve the amendments to the Articles of Association of the Company as set out in Appendix I to the supplemental shareholders’ circular of the Company dated 28 July 2010.

2. To approve the amendments to the Procedural Rules for the Shareholders’ General Meeting of the Company as set out in Appendix II to the supplemental shareholders’ circular of the Company dated 28 July 2010.

3. To approve the amendments to the Procedural Rules for the Board of Directors of the Company as set out in Appendix III to the supplemental shareholders’ circular of the Company dated 28 July 2010.

As ordinary resolutions:

1. To consider and approve the appointment of Mr. Yao Guiqing as a director of the Company with immediate effect until the expiry of the term of the first session of the Board of Directors.

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. To consider and approve the appointment of Mr. Wang Qiuming as a shareholder representative supervisor of the Company with immediate effect until the expiry of the term of the first session of the Supervisory Committee of the Company.

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

Beijing, the PRC 28 July 2010

Notes:

• (1) Details of the above resolutions are set out in the supplemental shareholders’ circular (“Supplemental Circular”) of the Company dated 28 July 2010. Unless otherwise defined in this notice, capitalised terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular.

• (2) A supplemental proxy form in respect of the special resolutions numbered 11 to 13 and the ordinary resolutions numbered 14 and 15 mentioned above is enclosed with the Supplemental Circular.

• (3) Please refer to the Notice of the EGM set out in the shareholders’ circular of the Company dated 28 June 2010 for details of the other resolutions 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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