China Railway Group Limited — Proxy Solicitation & Information Statement 2015

Feb 10, 2015

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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)

Form of Proxy for the 2015 First Extraordinary General Meeting to be held on 31 March 2015

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] H Limited (the “ Company ”), hereby appoint the Chairman of the meeting or [(Note][3)] of

H shares of RMB1.00 each in the capital of China Railway Group

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2015 First Extraordinary General Meeting (the “ Meeting ”) (and any adjournment thereof) of the Company to be held at Conference Room, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 2:00 p.m. on Tuesday, 31 March 2015 or any adjournment thereof, for the purpose of considering and if thought fit, passing the resolutions set out in the notice convening the Meeting, and voting on behalf of me/us under my/our name as indicated below [(Note][4)] in respect of the resolutions to be proposed at the Meeting (and any adjournment thereof).

	Special resolutions					For (Note 4)	For (Note 4)	Against (Note 4)Abstained (Note 4)	Against (Note 4)Abstained (Note 4)	Against (Note 4)Abstained (Note 4)	Against (Note 4)Abstained (Note 4)	Against (Note 4)Abstained (Note 4)
1	To consider and approve the proposal on granting a general mandate
	to issue new shares to the board of directors of the Company.
2	To consider and individually approve each of the following items in
	relation to the proposed non-public issuance		of A shares of the
	Company to target investors:
	(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
	(ix)Accumulated profit distribution prior to the		non-public issuance
	(x)Valid period of the resolutions regarding	the non-public issuance
3	To consider and approve the proposal on the	plan of the non-public
	issuance of A shares of the Company.
4	To consider and approve the proposal of entering into a conditional
	subscription agreement by the Company	with China Railway
	Engineering Corporation.
5	To consider and approve the proposal on the	matters relating to the
	connected transactions in respect of the non-public issuance of A shares of
	the Company.
6	To consider and approve the proposal to authorize the board of directors
	of the Company, the Chairman and the relevant authorized persons to
	deal with at their sole discretion matters in connection with the
	non-public issuance of A shares of the Company.
7	To consider and approve the proposal on proposed amendments to The
	Articles of Association of China Railway Group Limited.
8	To consider and approve the proposal on proposed amendments to The
	Procedural Rules for Shareholders’ Meeting of China	Railway Group Limited.

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		Ordinary resolutions		For (Note 4)	Against _(Note _	Against _(Note _	4)Abstained (Note 4)	4)Abstained (Note 4)	4)Abstained (Note 4)
	9	To consider and approve the proposal on the fulfilment of the conditions
		for the non-public issuance of A shares by the Company.
	10	To consider and approve the reports on the use of proceeds from previous
		fund raising exercise of the Company.
	11	To consider and approve the feasibility analysis report on use of proceeds
		from the non-public issuance of A shares of the Company.
	12	To consider and approve the proposal regarding_The Plan for Shareholders’_
		Return for 2015-2017 of China Railway Group Limited.

Shareholder’s Signature [(Note][5)] Dated 2015

Notes:

1. Please insert full name(s) and address as registered in the register of members in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s) relating to this form of proxy. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

3. If a proxy other than the Chairman of the meeting is preferred, cross out the words “ the Chairman of the meeting or” and insert the full name and address of the proxy (or proxies) desired in the space provided. If you are a shareholder of the Company who is entitled to attend and vote at the Meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf. A proxy need not be a shareholder of the Company. Any changes to this proxy form should be initialled by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE “FOR” A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE “AGAINST” A RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO VOTE “ABSTAINED” A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “ABSTAINED”. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Unless you direct in the proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the Meeting other than those referred to in the notice of the Meeting. You should give your opinion as any one of the following: “For”, “Against” or “Abstained”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having waived your voting rights, and the corresponding vote will be counted as “Abstained.”

5. This form of proxy must be signed by you, or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of director(s) or attorney(s) duly authorised. If this proxy form is signed by an attorney of a shareholder, the power of attorney or other authority (if any) under which it is signed must be notarised.

6. In the case of joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting whether attending in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. To be valid, this proxy form together with the power of attorney or other authorisation document (if any) must be deposited at H share registrar of the Company in person or by post not less than 24 hours before the time fixed for the holding of the Meeting or any adjournment thereof (as the case may be). Completion and delivery of this proxy form will not preclude shareholders from attending and voting at the Meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

8. Shareholders or their proxies attending the Meeting shall produce their identity documents.

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