China Railway Group Limited — Proxy Solicitation & Information Statement 2020

Oct 8, 2020

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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 2020 Second Extraordinary General Meeting to be held on 30 October 2020

I/We [(Note][1)]

of

(Note 2)

beingH sharesthe ofregisteredRMB1.00holder(s)each inofthe share capital of China Railway Group Limited (the “ Company ”), hereby appoint the Chairman of the meeting or [(Note][3)]

of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the 2020 Second Extraordinary General Meeting (the “ EGM ”) of the Company to be held at the Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:00 a.m. on Friday, 30 October 2020 onor anybehalfadjournmentof me/us underthereof,my/ourfor thenamepurposeas indicatedof consideringbelow [(Note] and [4)] if inthoughtrespectfit,ofpassingthe resolutionthe resolutionto be proposedset out inatthethenoticeEGMconveningand any oftheitsEGM,adjournment.and voting

	Special resolutions For(Note 4)	Special resolutions For(Note 4)
	1 To consider and approve the proposal in relation to the initial public offering and listing of China Railway High-Speed Electrification Equipment Corporation Limited on the Science and Technology Innovation Board of the Shanghai Stock Exchange (“STAR Market”)
	2 To consider and approve the proposal in relation to the “Preliminary Plan for the Spin-off and Listing on the STAR Market of China Railway High-Speed Electrification Equipment Corporation Limited, a Subsidiary of China Railway Group Limited (Revised Draft)”
	3 To consider and approve the proposal in relation to the spin-off and listing of a subsidiary in compliance with laws and regulations such as Certain Provisions on Pilot Domestic Listing of Spin-off Subsidiaries of Listed Companies
	4 To consider and approve the proposal in relation to the spin-off and listing of China Railway High-Speed Electrification Equipment Corporation Limited on the STAR Market which benefits the safeguarding of legal rights and interests of shareholders and creditors
	5 To consider and approve the proposal in relation to the ability to maintain independence and sustainable operation ability of the Company
	6 To consider and approve the proposal in relation to the corresponding standardized operation ability of China Railway High-Speed Electrification Equipment Corporation Limited
	7 To consider and approve the proposal in relation to the authorisation to the board of directors and its authorised persons to handle matters relating to the listing of China Railway High-Speed Electrification Equipment Corporation Limited on the STAR Market at their sole discretion
	8 To consider and approve the proposal in relation to the analysis of the background, objective, commercial rationale, necessity and feasibility of the spin-off and listing of China Railway High-Speed Electrification Equipment Corporation Limited on the STAR Market
	9 To consider and approve the proposal in relation to the explanations on the completeness and compliance of the statutory procedures undertaken and the validity of the documents submitted for the spin-off and listing of a subsidiary of the Company
	10 To consider and appro the Company as set 9 October 2020	ve the proposed amendments to the articles of association of out in the appendix to the circular of the Company dated
	Shareholder’s Signature_(Note 5)_	Dated

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 H 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 H 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 EGM, 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 ABSTAIN YOUR VOTE ON 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/she 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 EGM other than those referred to in the notice of the EGM. 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 EGM, 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 EGM whether attending in person or by proxy, the vote of the person (in person or by proxy), 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 signed power of attorney or other authorisation document (if any) must be deposited at the 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 EGM 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 EGM if he/she 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 EGM shall produce their identity documents.