China Railway Group Limited — Proxy Solicitation & Information Statement 2021

Dec 13, 2021

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 THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the “ Extraordinary General Meeting ”) of the shareholders of China Railway Group Limited (the “ Company ”) will be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:30 a.m., on Thursday, 30 December 2021 for the purpose of considering and, if thought fit, passing, the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution regarding the 2021 Restricted Share Incentive Scheme of China Railway Group Limited and its summary.

2. To consider and approve the resolution regarding the Appraisal Management Measures for Implementation of the 2021 Restricted Share Incentive Scheme of China Railway Group Limited.

3. To consider and approve the resolution regarding the Management Measures of the 2021 Restricted Share Incentive Scheme of China Railway Group Limited.

4. To consider and approve the resolution regarding the mandate to the board of directors of the Company to handle the relevant matters in respect of the 2021 Restricted Share Incentive Scheme of China Railway Group Limited.

ORDINARY RESOLUTION

1. To consider and approve the resolution regarding the grant of restricted shares to connected persons of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under the 2021 Restricted Share Incentive Scheme of China Railway Group Limited.

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

Beijing, the PRC

14 December 2021

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Notes:

1. Closure of register of members and eligibility for attending the Extraordinary General Meeting

Shareholders who submit their share transfer application forms to the Company’s share registrar before close of business on Friday, 24 December 2021 and become registered as shareholders on the register of members of the Company are entitled to attend the Extraordinary General Meeting.

Holders of the Company’s H shares are advised that the register of members will be closed from Monday, 27 December 2021 to Thursday, 30 December 2021 (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, 24 December 2021 are entitled to attend the Extraordinary General Meeting.

Holders of H shares who wish to attend the Extraordinary General 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., Friday, 24 December 2021.

2. Registration procedures for attending the Extraordinary General Meeting

Shareholders attending the Extraordinary General Meeting 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 Extraordinary General Meeting on behalf of such company.

3. Notice of attendance

Shareholders who intend to attend the Extraordinary General 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, 29 December 2021.

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 person: Mr. LI, Tel: (8610) 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 Extraordinary General Meeting 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 authorisation documents 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 Extraordinary General Meeting.

Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the Extraordinary General Meeting 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 Extraordinary General Meeting shall be responsible for their own travelling and accommodation expenses.

6. As at the date of this notice, the executive directors of the Company are Mr. CHEN Yun (Chairman), Mr. CHEN Wenjian and Mr. WANG Shiqi; the non-executive director of the Company is Mr. WEN Limin; the independent non-executive directors of the Company are Mr. CHUNG Shui Ming Timpson, Mr. ZHANG Cheng and Mr. XIU Long.

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