China Railway Group Limited — Proxy Solicitation & Information Statement 2015

Mar 2, 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 H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2015 first class meeting of H Shareholders (the “ H Shareholders’ Class Meeting ”) of the Company will be held at Conference Room, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Tuesday, 31 March 2015 in the afternoon immediately following the conclusion of the class meeting of the holders of A shares of the Company or any adjournment thereof, to consider and approve the following as appropriate. A circular containing details of the following resolutions will be dispatched to the shareholders of the Company in accordance with Rule 19A.39A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”) on or before 6 March 2015.

By way of special resolutions:

1. To consider and individually approve each of the following items in relation to the proposed non-public issuance of new A shares of the Company to target investors (the “ Non-Public Issuance ”) (Note 1) :

   • (i) Class and nominal value of the shares to be issued

   • (ii) Method of issuance

   • (iii) Target subscribers and method of subscription

   • (iv) Number of A shares to be issued

   • (v) Issue price and pricing principles

   • (vi) Lock-up arrangement

   • (vii) Amount and use of proceeds

   • (viii) Place of listing

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• (ix) Accumulated profit distribution prior to the Non-Public Issuance

• (x) Valid period of the resolutions regarding the Non-Public Issuance

1. To consider and approve the proposal on the plan of the non-public issuance of A shares of the Company (Note 2) ; and

2. To consider and approve the proposal of entering into a conditional subscription agreement by the Company with China Railway Engineering Corporation (“ CRECG ”) “

(the CRECG Subscription Agreement ”) (Note 3) .

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

Beijing, the PRC 11 February 2015

Notes:

1. The Non-Public Issuance is conditional upon, among others, obtaining necessary approvals from the State-owned Assets Supervision and Administration Commission of the State Council of the PRC (“ SASAC ”) and the China Securities Regulatory Commission (“ CSRC ”).

2. Major contents of the proposal on the plan of the non-public issuance of A shares by the Company have been set out in relevant sections of the announcement of the Company dated 11 February 2015. For the full text of the proposal on, please refer to the relevant announcement made by the Company on the websites of the Shanghai Stock Exchange and the Company on 11 February 2015.

3. Proposed subscription for new A shares by CRECG and the CRECG Subscription Agreement

Reference is made to the announcement dated 11 February 2015.

CRECG holds 11,950,010,000 A shares of the Company, representing approximately 56.10% of the total issued shares of the Company as at the date of this notice, and therefore, is a connected person of the Company. Accordingly, the placing and issue of new A shares to CRECG pursuant to the CRECG Subscription Agreement constitutes a connected transaction of the Company and is subject to the announcement, circular and shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. CRECG and its associates shall abstain from voting on the above special resolution numbered 3 at the H Shareholders’ Class Meeting. Furthermore, CRECG, being one of the target subscribers, is considered to have a material interest in the Non-Public Issuance. CRECG and its close associates shall therefore abstain from voting on the above special resolutions numbered 1 and 2 at the H Shareholders’ Class Meeting.

This resolution shall not be implemented without obtaining necessary approvals from SASAC and CSRC.

4. Closure of register of members and eligibility for attending the H Shareholders’ Class Meeting

H Shareholders who submit their share transfer application forms to the Company’s share registrar before close of business on Wednesday, 11 March 2015 and become registered shareholders on the register of members of the Company are entitled to attend the H Shareholders’ Class Meeting.

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Holders of the Company’s H shares are advised that the register of members will be closed from Thursday, 12 March 2015 to Tuesday, 31 March 2015 (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 Wednesday, 11 March 2015 are entitled to attend the H Shareholders’ Class Meeting.

Holders of H shares who wish to attend the H Shareholders’ Class Meeting 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., Wednesday, 11 March 2015.

5. Registration procedures for attending the H Shareholders’ Class Meeting

Shareholders or their proxies attending the H Shareholders’ Class Meeting shall present their identity certification. If a legal person shareholder of the Company appoints its corporate representative to attend the H Shareholders’ Class Meeting, such representative shall present his identity certification and a copy of the relevant resolution passed by the board or other decision making authority appointing him as its representative before he can attend the H Shareholders’ Class Meeting on behalf of such company.

6. Notice of attendance

Shareholders who intend to attend the H Shareholders’ Class Meeting in person or by proxy shall return the reply slip in person, by post or by facsimile to the Company’s Board of Directors’ Office or Computershare Hong Kong Investor Services Limited on or before Wednesday, 11 March 2015.

The Company’s Board of Directors’ Office is located at Room 511, Building 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).

7. Proxy

Shareholders entitled to attend and vote at the H Shareholders’ Class Meeting may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be signed by the shareholder appointing the proxy or his attorney duly authorised by such shareholder in writing.

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

In order to be valid, the instrument appointing a proxy (and if such instrument is signed by the 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 H Shareholders’ Class Meeting.

Completion and return of a proxy form shall not preclude a shareholder from attending in person and voting at the H Shareholders’ Class Meeting if he so wishes, in which event the instrument appointing a proxy shall be deemed to have been revoked.

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8. Other business

Shareholders and their proxies attending the H Shareholders’ Class Meeting 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), YAO Guiqing and DAI Hegen; and the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and NGAI Wai Fung.

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