China Railway Group Limited — Proxy Solicitation & Information Statement 2015

Dec 13, 2015

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 proxy forms and the reply slip 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.

This circular is for the sole purpose of the EGM of China Railway Group Limited and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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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 ELECTION OF DIRECTOR (2) PROPOSED ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

(3) PROPOSED INCREASE OF REGISTERED CAPITAL (4) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The Company will convene the EGM at 9:30 a.m. on Thursday, 28 January 2016, at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC. The notice of EGM is set out on pages EGM-1 to EGM-5 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy forms in accordance with the instructions printed thereon. For holders of H Shares, the proxy forms 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 proxy forms will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited or to the Company’s Board of Directors’ Office on or before Friday, 8 January 2016.

14 December 2015

TABLE OF CONTENTS

Page

DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2	PROPOSED ELECTION OF DIRECTOR . . . . . . . . . . . . . . . . . . . . . . .	4
3	PROPOSED ISSUANCE OF DOMESTIC AND OVERSEAS DEBT
	FINANCING INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4	PROPOSED INCREASE OF REGISTERED CAPITAL . . . . . . . . . . . . .	7
5	PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION . . . .	7
6	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7	FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – BIOGRAPHICAL DETAILS OF THE PROPOSED
	DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

DEFINITION

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

• “A Share(s)”

• the domestic share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each which are listed on the Shanghai Stock Exchange (stock code: 601390)

• “Articles of Association” the Articles of Association of China Railway Group Limited as amended from time to time

• “Board” the board of directors of the Company

• “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

• “controlling shareholder”

• has the meaning ascribed to it under the Hong Kong Listing Rules

• “CRECG”

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

• “CSRC”

• the China Securities Regulatory Commission

• “Director(s)”

• the director(s) of the Company

• “EGM”

the 2016 first extraordinary general meeting of the Company to be convened and held at 9:30 a.m. on Thursday, 28 January 2016, at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, for the purpose of considering and, if thought fit, approving the proposed election of Director, the proposed issuance of domestic and overseas debt financing instruments, the proposed increase of registered capital and the proposed amendments to Articles of Association, and other related matters

• “Guidelines for Articles of Association of Listed Companies”

the amended Guidelines for Articles of Association of Listed Companies ( 上市公司章程指引 ) issued by the CSRC with effect from 20 October 2014

– 1 –

DEFINITION

“H Share(s)” the overseas listed share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each which are listed on the Hong Kong Stock Exchange (stock code: 390) “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 “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SASAC” the State-owned Assets Supervision and Administration “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the A Share(s) and/or the H Share(s) “Shareholder(s)” the holder(s) of A Shares and/or H Shares “%” per cent.

– 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. YAO Guiqing

Independent non-executive Directors: Mr. GUO Peizhang Mr. WEN Baoman Mr. ZHENG Qingzhi Mr. NGAI Wai Fung

Registered Office: 918, Block 1 No.128 South 4th Ring Road West 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

14 December 2015

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF DIRECTOR

(2)PROPOSED ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

(3) PROPOSED INCREASE OF REGISTERED CAPITAL

(4) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals to be considered and approved at the EGM: (i) the proposed election of Director, (ii) the proposed issuance of domestic and overseas debt financing instruments, (iii) the proposed increase of registered capital, and (iv) the proposed amendments to Articles of Association and to set out the notice of the EGM.

– 3 –

LETTER FROM THE BOARD

2 PROPOSED ELECTION OF DIRECTOR

Reference is made to the announcement of the Company dated 13 July 2015 in relation to, among other things, the Board’s nomination of Mr. Zhang Zongyan as a candidate for executive Director of the Company with term of office commencing from the date of 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.

In accordance with the nomination by the Board and the provisions of the Articles of Associations, the Company will propose an ordinary resolution at the EGM to elect Mr. Zhang Zongyan as the executive Director of the Company with term of office commencing from the date of 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.

Biographical details of Mr. Zhang Zongyan are set out in Appendix I to this circular.

3 PROPOSED ISSUANCE OF DOMESTIC AND OVERSEAS DEBT FINANCING INSTRUMENTS

To take the financing opportunities in domestic and overseas financial markets more effectively, expand the financing channels, improve financing structure, reduce financing cost and meet the funding requirements of domestic and overseas projects of the Company, after taking into consideration of the operating condition of the Company as well as the conditions of domestic and overseas bond markets, the Board resolved to propose a special resolution to seek Shareholder’s consideration and approval in relation to the issuance of the domestic and overseas debt financing instruments as follows:

3.1 Proposed authorisation to the Company to issue domestic and overseas debt financing instruments in accordance with the following major terms

• (i) 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;

• (ii) 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;

– 4 –

LETTER FROM THE BOARD

• (iii) 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;

• (iv) 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;

• (v) 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;

• (vi) 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;

• (vii) 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

• (viii) 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.

3.2 Authorisation matters in relation to the issuance of the domestic and overseas debt financing instruments

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:

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

– 5 –

LETTER FROM THE BOARD

• (ii) 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;

• (iii) 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;

• (iv) 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;

• (v) 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;

• (vi) 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

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

– 6 –

LETTER FROM THE BOARD

4 PROPOSED INCREASE OF REGISTERED CAPITAL

Reference is made to the 2015 first extraordinary general meeting of the Company held on 31 March 2015 which approved by voting several proposals regarding non-public issuance of A shares of the Company, including a proposal to authorise the Board, the Chairman of the Board and the relevant authorised persons to deal with at their sole discretion matters in connection with the non-public issuance of A shares of the Company (which explicitly authorised the Chairman of the Board and the persons authorised by the Chairman of the Board to make consequential amendments to the Articles of Association following the completion of the non-public issuance and to be responsible for dealing with the procedures in relation to obtaining necessary approvals and permissions and all procedures in relation to the registration of the change of the registered capital of the Company).

Pursuant to the above proposals passed at the general meeting of the Company and the approval of the CSRC in Zhengjianxuke [2015] No.1312 Notice on 18 June 2015, the Company has completed the non-public issuance of 1,544,401,543 A Shares on 14 July 2015. Upon completion of this issuance, the total share capital of the Company was 22,844,301,543 shares. Details of this issuance are set out in the announcement of the Company dated 15 July 2015.

In accordance with the related domestic regulatory requirements, the Company shall deal with the relevant procedures in relation to the registration of the increased registered capital resulting from this issuance. Though the 2015 first extraordinary general meeting of the Company dated 31 March 2015 explicitly authorised the Chairman of the Board and the persons authorised by the Chairman of the Board to deal with relevant matters, as requested by the domestic regulatory authority, the Company will propose a special resolution to seek the Shareholders’ approval, confirmation and ratification of 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.

5 PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

In accordance with the Company’s non-public issuance of A Shares completed on 14 July 2015, the Company made certain amendments to the Articles of Association in connection with the changes of the share capital and the registered capital and published such amendments on 15 July 2015. Though the 2015 first extraordinary general meeting of the Company dated 31 March 2015 explicitly authorised the Chairman of the Board and the persons authorised by the Chairman of the Board to deal with relevant matters, as requested by the domestic regulatory authority, the Company will propose a special resolution to seek the Shareholders’ approval, confirmation and ratification of the aforementioned amendments to the Articles of Association.

In addition, based on the amendments to the Rules of Procedures for the Audit and Risk Management Committee of the Board of Directors of the Company approved by the Board and made pursuant to the amendments to the Corporate Governance Code and

– 7 –

LETTER FROM THE BOARD

Corporate Governance Report (Appendix 14 to the Hong Kong Listing Rules) made by the Hong Kong Stock Exchange (which will become effective for accounting periods beginning on or after 1 January 2016), and to further reflect the relevant content under the Guidelines for Articles of Association of Listed Companies, the Company proposes to seek the Shareholder’s approval for certain other amendments to the Articles of Association at the same time.

Details of the amendments are set out in Appendix II to this circular.

6 EGM

The Company will convene the EGM at 9:30 a.m. on Thursday, 28 January 2016, at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC. The notice of EGM is set out on pages EGM-1 to EGM-5 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy forms in accordance with the instructions printed thereon. For holders of H Shares, the proxy forms 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 proxy forms will not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited or to the Company’s Board of Directors’ Office on or before Friday, 8 January 2016.

7 FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

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

– 8 –

APPENDIX I

BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTOR

BIOGRAPHY OF MR. ZHANG ZONGYAN

Mr. Zhang Zongyan, aged 52, a Chinese with no right of abode overseas, is a professor-level senior engineer. Mr. Zhang joined China Railway Construction Corporation in 1981. He served as the deputy general manager of China Railway 12th Bureau Group Company Limited from April 2002 to October 2005, the chairman and the secretary to the communist party committee of China Railway 12th Bureau Group Company Limited from October 2005 to July 2008, the chairman and the deputy secretary to the communist party committee of China Railway 12th Bureau Group Company Limited from July 2008 to April 2009, and the vice president of China Railway Construction Corporation Limited (stock code: 601186 (Shanghai); 1186 (Hong Kong)) from April 2009 to March 2013. Mr. Zhang was the President and the deputy secretary to the communist party committee of China Railway Construction Corporation Limited and concurrently a director and the secretary to the communist party committee of China Railway Construction Corporation from March 2013 to July 2015 and an executive director of China Railway Construction Corporation Limited from June 2013 to July 2015, and has been appointed as a director and the secretary to the communist party committee of China Railway Engineering Corporation, the controlling shareholder of the Company, and the President of the Company since July 2015. Mr. Zhang graduated from Guanghua School of Management of Peking University with a degree of Master of Business Administration.

Save as disclosed herein, Mr. Zhang Zongyan has confirmed that (1) he does not hold any other position with the Company or any of its subsidiaries and has not been a director in any other listed companies in the past three years; (2) he is not connected with any directors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not have any interest in any shares, underlying shares and debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

The term of office of Mr. Zhang Zongyan will commence from the date of 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.

Mr. Zhang Zongyan, as an executive Director, will receive remuneration that is determined with reference to the operating results of the Company and his performance in fulfilling his duties. Remuneration to be received by Mr. Zhang Zongyan 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.

In respect of the proposed election of Mr. Zhang Zongyan as a Director, Mr. Zhang has confirmed that there is no other information that is required to be disclosed pursuant to rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules and there is no other matter that needs to be brought to the attention of the holders of the securities of the Company.

– I-1 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Articles of Association 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 of Association are as follows:

Existing			Basis for the
Article No.	Existing Provisions	Provisions after the Amendment	Amendment
Article 8	...	...	Cross-reference
			numbering
	Subject to the provision of Article	Subject to the provision of Article	change
	270 of the Articles, according to	273 of the Articles, according to
	the Articles, the shareholders shall	the Articles, the shareholders shall
	have the right to initiate legal	have the right to initiate legal
	proceedings against other	proceedings against other
	shareholders; the shareholders	shareholders; the shareholders
	shall have the right to initiate	shall have the right to initiate
	legal proceedings against	legal proceedings against
	directors, supervisors and senior	directors, supervisors and senior
	management personnel of the	management personnel of the
	Company; the shareholders shall	Company; the shareholders shall
	have the right to initiate legal	have the right to initiate legal
	proceedings against the Company,	proceedings against the Company,
	and the Company shall have the	and the Company shall have the
	right to initiate legal proceedings	right to initiate legal proceedings
	against the shareholders,	against the shareholders,
	directors, supervisors and senior	directors, supervisors and senior
	management personnel.	management personnel.
	...	...
Article 18	Upon the establishment of the	Upon the establishment of the	Changes to the
	Company, as approved by the	Company, as approved by the	share capital of
	China Securities Regulatory	China Securities Regulatory	the Company
	Commission (“CSRC”) in its	Commission (“CSRC”) in its	upon the
	Notice Zhengjianfaxingzi [2007]	Notice Zhengjianfaxingzi [2007]	completion of the
	No. 396 released on 6 November	No. 396 released on 6 November	non-public
	2007, 4,675,000,000 ordinary	2007, 4,675,000,000 ordinary	issuance of A
	shares in RMB were issued in an	shares in RMB were issued in an	shares in July
	initial public offering to the	initial public offering to the	2015
	general public and the shares were	general public and the shares were
	listed on the Shanghai Stock	listed on the Shanghai Stock
	Exchange on 3 December 2007.	Exchange on 3 December 2007.
	Upon the listing on the Shanghai	Upon the listing on the Shanghai
	Stock Exchange, as approved by	Stock Exchange, as approved by
	the CSRC in its Notice	the CSRC in its Notice
	Zhengjianguohezi [2007] No. 35,	Zhengjianguohezi [2007] No. 35,
	3,824,900,000 overseas listed	3,824,900,000 overseas listed
	foreign shares (including	foreign shares (including
	498,900,000 over-allotment shares)	498,900,000 over-allotment shares)
	were issued, and the total number	were issued, and the total number
	of overseas listed foreign shares	of overseas listed foreign shares
	was 4,207,390,000 which includes	was 4,207,390,000 which includes
	382,490,000 overseas listed foreign	382,490,000 overseas listed foreign
	shares converted from the	shares converted from the
	sell-down of relevant state-owned	sell-down of relevant state-owned
	shares.	shares.

– II-1 –

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX II

Existing Article No.

Existing Provisions

Upon the completion of the above issues, the composition of the Company’s share capital was: 12,417,510,000 shares held by China Railway Engineering Corporation, representing 58.30%; 4,675,000,000 shares held by domestic public investors, representing 21.95%; and 4,207,390,000 shares held by foreign public investors and the Social Security Fund, representing 19.75%.

In September 2009, pursuant to the Implementing Measures for the Transfer of a Part of the State-owned Shares Held by the Domestic Securities Market to Replenish the National Social Security Fund jointly promulgated by the Ministry of Finance, the SASAC, the CSRC and the National Council for Social Security Fund, China Railway Engineering Corporation transferred 467,500,000 A Shares it was holding in the Company to the National Council for Social Security Fund.

Provisions after the Amendment

Upon completion of such issuance, the total share capital of the Company was 21,299,900,000 shares, including 17,092,510,000 Renminbi‐denominated ordinary shares, representing 80.25%; and 4,207,390,000 overseas‐listed foreign shares, representing 19.75%.

As approved by the CSRC in Zhengjianxuke [2015] No.1312 Notice on 18 June 2015, the Company non-publicly issued 1,544,401,543 Renminbi-denominated ordinary shares. Upon completion of such issuance, the total share capital of the Company is 22,844,301,543 shares, including 18,636,911,543 Renminbi-denominated ordinary shares, representing 81.58%; and 4,207,390,000 overseas-listed foreign shares, representing 18.42%.

Basis for the Amendment

Upon the completion of the above transfer, the composition of the Company’s share capital was: 11,950,010,000 shares held by China Railway Engineering Corporation, representing 56.10%; 5,142,500,000 shares held by domestic public investors, representing 24.14%; and 4,207,390,000 shares held by foreign public investors, representing 19.75%.

Article 22 The registered capital of the Company shall be RMB21,299,900,000.

The registered capital of the Changes to the Company shall be registered capital RMB 22,844,301,543 . of the Company upon the completion of the non-public issuance of A shares in July 2015

– II-2 –

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX II

Existing

Article No.

Chapter 5

Existing Provisions

Chapter 5 Financial Aid for Purchase of Shares of the Company

Article 36 The Company or its subsidiaries (including the Company’s affiliated enterprises) shall not offer any financial aid at any time by any means to purchasers or prospective purchasers of the Company’s shares. Such purchasers of the Company’s shares as mentioned above shall include those who directly or indirectly assume the obligations due to the purchase of the shares of the Company.

The Company or its subsidiaries (including the Company’s affiliated enterprises) shall not offer any financial aid at any time by any means in order to reduce or relieve the obligations of the aforesaid purchasers.

This Article does not apply to the circumstances as defined in Article 38 of this chapter.

Article 37 “Financial aid” referred to in this chapter shall include but not limited to the following means:

• (1) donation;

Provisions after the Amendment

Chapter 5 Funding Aid for Purchase of Shares of the Company Article 36 The Company or its subsidiaries (including the Company’s affiliated enterprises) shall not offer any funding aid at any time by any means to purchasers or prospective purchasers of the Company’s shares. Such purchasers of the Company’s shares as mentioned above shall include those who directly or indirectly assume the obligations due to the purchase of the shares of the Company.

The Company or its subsidiaries (including the Company’s affiliated enterprises) shall not offer any funding aid at any time by any means in order to reduce or relieve the obligations of the aforesaid purchasers.

This Article does not apply to the circumstances as defined in Article 38 of this chapter.

Article 37 “ Funding aid ” referred to in this chapter shall include but not limited to the following means:

• (1) donation;

Basis for the Amendment

Article 20 of the Guidelines for Articles of Association of Listed Companies (wording changes)

• (2) guarantee, compensation (2) guarantee, compensation (but excluding the (but excluding the compensation arising from compensation arising from the Company’s fault), the Company’s fault), relief or waiver of rights; relief or waiver of rights;

• (3) providing loans or (3) providing loans or entering into a contract in entering into a contract in which the Company which the Company performs its obligations performs its obligations prior to other parties; prior to other parties; change of the parties to change of the parties to such loans and contract as such loans and contract as well as transfer of rights in well as transfer of rights in such contract; such contract;

• (4) financial aid provided by (4) funding aid provided by the Company in any other the Company in any other form when the Company is form when the Company is insolvent or has no net insolvent or has no net assets or such financial aid assets or such funding aid will lead to a large will lead to a large decrease of net assets. decrease of net assets.

– II-3 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing Article No.

Existing Provisions

The obligations referred to in this chapter shall include the obligations of the obligator by signing a contract or making an arrangement (regardless of whether or not the aforesaid contract or arrangement is enforceable, or whether or not such obligations are assumed by the obligator individually or jointly with other persons) or changing its financial status in any other ways.

Article 38 The following acts shall not be deemed as the acts forbidden under Article 36 of this chapter:

Provisions after the Amendment

The obligations referred to in this chapter shall include the obligations of the obligator by signing a contract or making an arrangement (regardless of whether or not the aforesaid contract or arrangement is enforceable, or whether or not such obligations are assumed by the obligator individually or jointly with other persons) or changing its financial status in any other ways.

Article 38 The following acts shall not be deemed as the acts forbidden under Article 36 of this chapter:

Basis for the Amendment

• (1) where the Company (1) where the Company provides the relevant provides the relevant financial aid in good faith funding aid in good faith for the benefit of the for the benefit of the Company and the main Company and the main purpose of the financial purpose of the funding aid aid is not to purchase is not to purchase shares of shares of the Company, or the Company, or the the financial aid is an funding aid is an incidental part of an incidental part of an overall plan of the overall plan of the Company; Company;

• (2) lawful distribution of the (2) lawful distribution of the Company’s property in the Company’s property in the form of dividends; form of dividends;

• (3) distribution of dividends (3) distribution of dividends in the form of shares; in the form of shares;

• (4) reduction of registered (4) reduction of registered capital, share acquisition, capital, share acquisition, adjustment of adjustment of shareholding structure, shareholding structure, etc., in accordance with the etc., in accordance with the Articles; Articles;

• (5) provision of loans by the (5) provision of loans by the Company within its Company within its business scope and in business scope and in normal business (provided normal business (provided that the provision does not that the provision does not lead to a reduction in the lead to a reduction in the net assets of the Company net assets of the Company or that even if it or that even if it constitutes a reduction, the constitutes a reduction, the financial aid was paid out funding aid was paid out of the Company’s of the Company’s distributable profits); and distributable profits); and

– II-4 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing					Basis for the
Article No.	Existing Provisions		Provisions after the Amendment		Amendment
	(6)	provision of fund by the	(6)	provision of fund by the
		Company for an employee		Company for an employee
		shareholding scheme		shareholding scheme
		(provided that the		(provided that the
		provision does not lead to		provision does not lead to
		a reduction in the net		a reduction in the net
		assets of the Company or		assets of the Company or
		that even if it constitutes a		that even if it constitutes a
		reduction, the financial aid		reduction, the funding aid
		was paid out of the		was paid out of the
		Company’s distributable		Company’s distributable
		profits).		profits).
Article 39	The shares of the Company shall		The shares of the Company shall		Wording changes
	be in registered form.		be in registered form.		in the Chinese
					version which do
	...		...		not affect the
					English
					translation
Article 63	...		...		Article 40 of the
					Guidelines for
	(12)	considering and approving	(12)	considering the matters	Articles of
		the matters regarding the		regarding the purchase	Association of
		purchase and sale by the		and sale by the Company	Listed Companies
		Company within one year		within one year of
		of significant assets with a		significant assets with a
		value of more than 30% of		value of more than 30% of
		the latest audited total		the latest audited total
		assets value of the		assets value of the
		Company;		Company;
	...		...
	(14)	considering and approving	(14)	considering the share
		the share incentive plans;		incentive plans;
	...		...
Article 147	The board of directors shall		The board of directors shall		Article 107 of the
	exercise the following functions		exercise the following functions		Guidelines for
	and powers:		and powers:		Articles of
					Association of
	...		...		Listed Companies
					(wording changes
	(3)	To decide on the business	(3)	To decide on the business	in the Chinese
		plan, investment proposals		plan, investment	version which do
		of the Company and		proposals of the Company	not affect the
		corporate financing which		and corporate financing	English
		are not subject to the		which are not subject to	translation)
		deliberation of the general		the deliberation of the
		meeting of shareholders as		general meeting of
		required under the		shareholders as required
		Articles;		under the Articles;
	...		...
	(32)	To review and supervise	(32)	To review and supervise
		the Company’s policies		the Company’s policies
		and practices on		and practices on
		compliance with legal and		compliance with legal and
		regulatory requirements;		regulatory requirements;
	...		...

– II-5 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing Article No.

Existing Provisions

Article 148 The board of directors shall formulate its rules of procedures, so as to make sure that the resolutions of the general meeting of shareholders are implemented and that its working efficiency is improved and its decisions are made reasonably. The rules of procedures of the board of directors shall provide for the procedure of holding meetings of the board of directors and voting on such meetings. Such rules of procedures shall be attached to the Articles and shall be drafted by the board of directors and approved at the general meeting of shareholders.

Article 151 The major duties of the audit and risk management committee of the board of directors shall be:

...

(6) To review the Company’s financial control, internal control and risk management systems; to supervise the effective implementation of the internal control and self-assessment of internal control, coordinate internal control, audit and other related matters;

• (7) To discuss the internal control system with management to ensure that management has performed its duty to have an effective internal control system. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function;

Basis for the Amendment

Provisions after the Amendment

The board of directors shall Article 128 of the formulate its rules of procedures, Guidelines for so as to make sure that the Articles of resolutions of the general meeting Association of of shareholders are implemented Listed Companies and that its working efficiency is (wording changes improved and its decisions are in the Chinese made reasonably. The rules of version which do procedures of the board of not affect the directors shall provide for the English procedure of holding meetings of translation) the board of directors and voting on such meetings. Such rules of procedures shall be attached to the Articles and shall be drafted by the board of directors and approved at the general meeting of shareholders.

The major duties of the audit and risk management committee of the board of directors shall be:

The major duties of the audit and The amendments risk management committee of the to the Rules of board of directors shall be: Procedures for the Audit and Risk ... Management Committee of the (6) To review the Company’s Board of Directors financial control, risk of the Company management and internal approved by the control system ; to Board and made supervise the effective pursuant to the implementation of the amendments to internal control and the Corporate self-assessment of internal Governance Code control, coordinate internal and Corporate control, audit and other Governance related matters; regarding Report (Appendix this item: 14 to the Hong Kong Listing 1. The Committee shall, Rules) made by with the assistance of the Hong Kong risk management Stock Exchange personnel and internal (which will auditors, conduct a become effective review at least for accounting annually of the periods beginning effectiveness of the on or after 1 Company’s and its January 2016) subsidiaries’ risk management and internal control systems.

– II-6 –

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX II

Existing Article No. Existing Provisions

(8) To consider major investigation findings on internal control matters as delegated by the board of directors or on its own initiative and management’s response to these findings;

(9) To ensure coordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness;

...

Provisions after the Amendment

2. The Committee shall in the Corporate Governance Report disclose that it has received a confirmation from management on the effectiveness of the Company’s risk management and internal control systems, report to shareholders on how often the risk management and internal control systems are reviewed and period covered, and make a statement that a review of the effectiveness of the risk management and internal control systems has been conducted and whether the Company considers them effective and adequate.

Basis for the Amendment

3. The review shall cover all material control, including financial, operational, and compliance controls. The Committee’s annual review should, in particular, consider

(1) the changes, since the last annual review, in the nature and extent of significant risks, and the Company’s ability to respond to changes in its business and the external environment;

– II-7 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing Article No.

Existing Provisions

Provisions after the Amendment

Basis for the Amendment

(2)	the scope and quality of management team’s
	ongoing monitoring of
	risks and of the internal control system, and the work of its internal audit function and other assurance providers;

(3)	the extent and frequency of communication of monitoring results to the Committee which enables it to assess control of the Company and the effectiveness of risk management; significant control failings or weaknesses
(4)
	that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material
	impact on the Company’s financial performance or condition; and

(5) the effectiveness of the Company’s processes for financial reporting and Hong Kong Listing Rule compliance.

(7) To discuss the risk management and internal control systems with management and to ensure that management has performed its duty to have effective systems . This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function;

– II-8 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing

Article No.

Existing Provisions

Provisions after the Amendment

Basis for the Amendment

• (8) To consider major investigation findings on risk management and internal control matters as delegated by the board of directors or on its own initiative and management’s response to these findings;

• (9) To ensure coordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company; and to review and monitor its effectiveness, and report in the Corporate Governance Report on how it met its responsibilities in its review of the effectiveness of the Company’s internal audit function;

...

Article 161 A notice to hold the special A notice to hold the special Cross-reference meeting of the board of directors meeting of the board of directors numbering shall be delivered by the means shall be delivered by the means change set out in Article 243 of the set out in Article 246 of the Articles; the notice generally shall Articles; the notice generally shall be delivered to each director and be delivered to each director and supervisor 10 days before the date supervisor 10 days before the date of the meeting or at least five days of the meeting or at least five days before the date of the meeting. before the date of the meeting. Article 194 The supervisory committee shall The supervisory committee shall Article 128 of the formulate its rules of procedure to formulate its rules of procedure to Guidelines for ensure its efficiency and scientific ensure its efficiency and scientific Articles of decision-making. Its rules of decision-making. Its rules of Association of procedure shall be drafted by the procedure shall be drafted by the Listed Companies supervisory committee and supervisory committee and (wording changes approved at the general meeting approved at the general meeting in the Chinese of shareholders, and attached to of shareholders, and attached to version which do the Articles, and include the the Articles, and include the not affect the procedures for holding of procedures for holding of English meetings and voting at such meetings and voting at such translation) meetings. meetings.

– II-9 –

APPENDIX II

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Existing Article No. Existing Provisions Chapter 15 Financial Accounting System and Profit Distribution ... Article 238 The internal audit system and the function and duties of the internal audit personnel of the Company shall be implemented after being approved by the board of directors. The head of the internal audit department shall be accountable to and report to the board of directors. Chapter 16 Chapter 16 Engagement of Accounting Firms ... Chapter 17 Chapter 17 Notice ... Chapter 18 to Chapter 22 Chapter 18 to Chapter 22 ...

Provisions after the Amendment Basis for the Amendment Financial Accounting System, Profit Distribution and Auditing ... Chapter 8 of the Guidelines for Articles of Association of Listed Companies (wording changes) The internal audit system and the function and duties of the internal audit personnel of the Company shall be implemented after being approved by the board of directors. The person in charge of audit shall be accountable to and report to the board of directors. Article 157 of the Guidelines for Articles of Association of Listed Companies Chapter 15 ... Section 3 Engagement of Accounting Firms ... Chapter 8 of the Guidelines for Articles of Association of Listed Companies (combination of chapters) Chapter 16 Notice and Announcement ... Chapter 9 of the Guidelines for Articles of Association of Listed Companies (wording changes) Chapter 17 to Chapter 21 ... Article 281 The appendices to the Articles include the rules of procedure for shareholders’ general meetings, the rules of procedure for board of directors and the rules of procedure for supervisory committee. Article 197 of the Guidelines for Articles of Association of Listed Companies

– II-10 –

NOTICE OF EGM

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

==> picture [55 x 55] 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)

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

– EGM-1 –

NOTICE OF EGM

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;

• (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.

– EGM-2 –

NOTICE OF EGM

• (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, 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 ;

– EGM-3 –

NOTICE OF EGM

• (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.

• 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.

– EGM-4 –

NOTICE OF EGM

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.

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 notice, 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.

– EGM-5 –