China Railway Group Limited — Proxy Solicitation & Information Statement 2020

Oct 8, 2020

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.

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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 2020 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 Second Extraordinary General Meeting (“ 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 Friday, 30 October 2020 at 9:00 a.m. to consider and approve the following as appropriate:

By way of special resolutions:

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.

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1. 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.

2. 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.

3. 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.

4. To consider and approve the proposed amendments to the articles of association of the Company as set out in the appendix to the circular of the Company dated 9 October 2020.

By Order of the Board of China Railway Group Limited He Wen Tam Chun Chung Joint Company Secretaries

Beijing, the PRC 9 October 2020

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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, 23 October 2020 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, 26 October 2020 to Friday, 30 October 2020 (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, 23 October 2020 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, 23 October 2020.

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 legal representative of a company’s shareholder, the board of directors or other decision-making authority, then such attending shareholder shall present a copy of the relevant resolution of the board of directors 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. 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 instrument appointing a proxy 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 signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign 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 form of proxy 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.

4. 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 ZHANG Zongyan (Chairman), CHEN Yun, WANG Shiqi and ZHANG Xian; the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and CHUNG Shui Ming Timpson.

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