China Railway Group Limited — Proxy Solicitation & Information Statement 2015

Dec 13, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 First Extraordinary General Meeting (the “ EGM ”) of China Railway Group Limited (the “ Company ”) will be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Thursday, 28 January 2016 at 9:30 a.m., to consider and, if thought fit, approve the following resolutions:

By way of ordinary resolution:

• 1 To consider and approve the election of Mr. Zhang Zongyan as executive director of the Company with term of office commencing from the date of the passing of the resolution at the Company’s general meeting until the expiry of the term of office of the third session of the board of the Company (the “ Board ”).

By way of special resolutions:

• 2 To consider and approve the proposal on issuing domestic and overseas debt financing instruments

“ THAT :

• (i) an authorisation be granted to the Company to issue domestic and overseas debt financing instruments in accordance with the following major terms:

  • (a) The additional issuance of domestic and overseas debt financing instruments by the Company shall be of principal amount not more than RMB40 billion (or equivalent amount in RMB) in domestic and overseas bond markets, including but not limited to, short-term commercial papers, super short-term commercial papers, medium-term notes, corporate bonds, onshore and offshore RMB bonds and foreign currency bonds, and convertible bonds that can be converted into the Company’s domestically listed A shares or overseas listed H shares which can be issued either one-off or in tranches within the validity period determined under this proposal;

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• (b) If convertible bonds are to be issued, the size of each single issuance shall not exceed USD1.5 billion (or equivalent amount in RMB) in principal amount. The new A shares or H shares to be converted by the holders of such convertible bonds may be issued pursuant to a general mandate considered and passed at the Company’s general meeting;

• (c) Depending on the specific funding needs, the proceeds to be raised will be principally used for, among others, for meeting the Company’s operational needs, replenishing working capital, adjusting debt structure, merger and acquisition, increasing capital and investing in domestic and overseas projects;

• (d) The currency of issuance shall be determined based on the review and approval results of bond issuance and the domestic and overseas bond market conditions at the time of the bond issuance, which may be RMB bonds or foreign currency bonds;

• (e) The method of issuance shall be determined based on the review and results of bond issuance approval and the domestic and overseas bond market conditions at the time of the bond issuance;

• (f) The term and interest rate of issuance shall be determined based on the domestic and overseas bond market conditions at the time of the bond issuance;

• (g) The issuing entity can be the Company or any domestic or overseas wholly-owned subsidiary of the Company. If the issuing entity is a domestic or overseas wholly-owned subsidiary of the Company, the Company may provide corresponding guarantee where necessary; and

• (h) The resolution in relation to the domestic and overseas bond issuance shall be valid within 36 months after the date of the passing of the resolution at the Company’s general meeting.

• (ii) The Company’s general meeting is proposed to authorise the Board and the persons authorised by the Board, in accordance with the relevant laws and regulations and the opinions and suggestions of the regulatory authorities, the Company’s operational needs as well as the market conditions, to determine and deal with all matters in respect of the domestic and overseas debt financing instrument issuance in their sole discretion within the validity period of the authorisation, including but not limited to:

  • (a) determining the type(s), specific category(ies), specific terms and conditions as well as other matters of the debt financing instruments, including but not limited to all the matters in relation to the issue such as the size of issue, actual total amount, currency, issue price, interest rate or the determination method thereof, appropriate issuing entity, place of issue, timing of issue, term(s), whether to issue in tranches and the number of tranches, whether to adopt any terms for repurchase and redemption, rating arrangements,

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guarantee matters, term of repayment of the principal and interests, use of proceeds, as well as listing and underwriting arrangements;

• (b) carrying out all necessary and incidental actions and procedures for the issuance of the debt financing instruments, including but not limited to, engaging intermediary agencies to handle, on behalf of the Company, the approval, registration and filing procedures with relevant regulatory authorities relating to the application for the issue, executing all necessary legal documents relating to the issue and dealing with other matters relating to the issue and trading of the debt financing instruments;

• (c) executing and publishing/dispatching relevant announcement(s) and circular(s) in relation to the issue of the debt financing instruments and to comply with, if necessary, any relevant information disclosure and/or approval procedures, pursuant to the relevant laws and regulations and requirements of domestic and overseas regulatory authorities;

• (d) making relevant adjustments to the relevant matters of the issue of the debt financing instruments and determining whether to proceed with the issue with reference to the opinions from relevant domestic regulatory authorities and the changes in policies and market conditions, provided that such adjustments and decision shall be within the scope of the authorisation of the Company’s general meeting and shall be subject to re-voting at a general meeting of the Company if otherwise required by the relevant laws and regulations and the Articles of Association of China Railway Group Limited ;

• (e) determining and dealing with all relevant matters in relation to the listing of the debt financing instruments, if necessary, including but not limited to, handling the relevant application of approval, registration and filing procedures with relevant regulatory authorities, executing all necessary legal documents related to the listing of the debt financing instruments, as well as dealing with other matters relating to the listing of the debt financing instruments;

• (f) approving, confirming and ratifying any of the aforesaid actions or procedures relating to the issue of the debt financing instruments to the extent already taken by the Company; and

• (g) dealing with other specific matters in relation to the issue of the debt financing instruments and to execute all the required documents.”

• 3 To consider, approve, confirm and rectify the proposal on the increase of the registered capital of the Company from RMB21,299,900,000 to RMB22,844,301,543 to reflect the Company’s completion of the non-public issuance of A shares on 14 July 2015.

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• 4 To consider, approve, confirm and rectify the proposal on the proposed amendments to the Articles of Association of China Railway Group Limited as set out in Appendix II to the circular of the Company dated 14 December 2015.

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

Beijing, the PRC 14 December 2015

Notes:

1. Closure of register of members and eligibility for attending the EGM

Shareholders who submit their share transfer application forms to the Company’s share registrar before close of business on Friday, 8 January 2016 and become registered as shareholders on the register of members of the Company are entitled to attend the EGM.

Holders of the Company’s H shares are advised that the register of members will be closed from Monday, 11 January 2016 to Thursday, 28 January 2016 (both days inclusive). Holders of H shares whose names appear on the register of members of the Company maintained in Hong Kong at the close of business on Friday, 8 January 2016 are entitled to attend the EGM.

Holders of H shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong at or before 4:30 p.m., Friday, 8 January 2016.

2. Registration procedures for attending the EGM

Shareholders attending the EGM in person or by proxy shall present their identity certification. If the attending shareholder is the authorised representative of the Company’s shareholder, the Board or other decision making authority, then such attending shareholder shall present a copy of the relevant resolution of the Board or other decision making authority appointing it as its authorised legal or official representative in order to attend the EGM on behalf of such company.

3. Notice of attendance

Shareholders who intend to attend the EGM in person or by proxy shall return the reply slip in person, by post or by facsimile to the Board’s Office or Computershare Hong Kong Investor Services Limited on or before Friday, 8 January, 2016.

The Board’s Office is located at Room 511, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing 100039, PRC (Contact Persons: Ms. Duan Yinhua/Mr. Li Qiang, Tel: (8610) 5187 8069 / 5187 8061, Fax: (8610) 5187 8417).

The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

4. Proxy

Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.

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The proxy form must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the proxy form is executed by an attorney of the shareholder, the power of attorney authorising that attorney to execute the proxy form or other authorisations document must be notarised.

To be valid, the proxy form (and if such proxy form is executed by a person under a power of attorney or other authorisation documents, then together with such power of attorney or authorisation documents, or a copy thereof certified by a notary) must be delivered to Computershare Hong Kong Investor Services Limited (for holders of H shares) not less than 24 hours before the designated time for the holding of the EGM.

Completion and return of a proxy form will not preclude a shareholder from attending in person and voting at the EGM if he so wishes, but in such event the proxy form shall be deemed to be revoked.

5. Other business

Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

As at the date of this announcement, the executive directors of the Company are LI Changjin (Chairman) and YAO Guiqing; and the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and NGAI Wai Fung.

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