China Railway Group Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental notice.

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)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2024

Reference is made to the notice of the 2024 Annual General Meeting (the "AGM") of China Railway Group Limited (the "Company") dated 16 May 2025 (the "First Notice"), which sets out the time and venue of the AGM and contains the resolutions to be tabled before the AGM for shareholders' approval. Unless the context otherwise requires, expressions used in this supplemental notice shall have the same meaning set out in the circular of the Company dated 16 May 2025 and the supplemental circular of the Company dated 6 June 2025.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, the PRC on Friday, 20 June 2025 at 9:30 a.m. to consider and, if thought fit, approve the following resolution, in addition to the resolutions set out in the First Notice:

As ordinary resolution:

1. To consider and approve the appointment of Mr. Fang Xiaobing (房小兵先生) as a non-executive director of the Company, with the term starting from the date on which his appointment is approved at the Meeting until the expiration of the term of the sixth session of the board of directors of the Company.

By Order of the Board of

China Railway Group Limited

MA Yonghong TAM Chun Chung

Joint Company Secretaries

Beijing, the PRC

6 June 2025

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Notes:

1. Closure of register of members and eligibility for attending the AGM

Shareholders who submit their share transfer application forms to the Company’s share registrar before the close of business on Friday, 13 June 2025 and become registered as shareholders on the register of members of the Company are entitled to attend the AGM.

Holders of the Company’s H shares are advised that the register of members will be closed from Monday, 16 June 2025 to Friday, 20 June 2025 (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, 13 June 2025 are entitled to attend the AGM.

Holders of H shares who wish to attend the AGM 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., on Friday, 13 June 2025.

1. Registration procedures for attending the AGM

Shareholders attending the AGM in person or by proxy shall present their identity certification. If the attending shareholder is the authorised legal representative of the Company’s shareholder, the Board or other decision-making authority, such attending shareholder shall present a copy of the relevant resolution of the Board or other decision-making authorities approving it as its legal or official authorised representative in order to attend the AGM on behalf of such company.

1. Notice of attendance

Shareholders who intend to attend the AGM in person or by proxy should 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 Thursday, 19 June 2025.

The Company’s Board of Directors’ Office is located at Room 511, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing 100039, the 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).

Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish. In such event, the form of proxy shall be deemed to be revoked.

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1. Proxy

Shareholders entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company. Since the first form of proxy (the “First Form of Proxy”) which was despatched to the Shareholders on 16 May 2025 and sent together with the First Notice does not contain the proposed resolution set out in this supplemental notice, a revised form of proxy (the “Revised Form of Proxy”) has been prepared and is enclosed with the supplemental circular of the Company dated 6 June 2025 of which this supplemental notice forms part.

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 AGM.

Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the AGM if he so wishes, but in such event the proxy form shall be deemed to be revoked.

If a Shareholder has not yet lodged the First Form of Proxy with Computershare Hong Kong Investor Services Limited or delivered to the Company’s Board of Directors’ Office, he/she is requested to lodge the Revised Form of Proxy if he/she wishes to appoint proxies to attend the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with Computershare Hong Kong Investor Services Limited or delivered to the Company’s Board of Directors’ Office.

If a Shareholder has already lodged the First Form of Proxy with Computershare Hong Kong Investor Services Limited or delivered to the Company’s Board of Directors’ Office, he/she should note that:

(i) If the Revised Form of Proxy is not lodged with Computershare Hong Kong Investor Services Limited or delivered to the Company’s Board of Directors’ Office before the closing time as mentioned above or if it is incorrectly completed, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by him or her will be entitled to vote at the proxy’s discretion or to abstain on any resolution properly put to the AGM other than those referred to in the notice of AGM dated 16 May 2025 and the First Form of Proxy, including the newly added resolution as set out in this supplemental notice.

(ii) If he/she lodged the Revised Form of Proxy with Computershare Hong Kong Investor Services Limited or delivered to the Company’s Board of Directors’ Office before the closing time as mentioned above, the Revised Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by he/she provided that the Revised Form of Proxy is correctly completed.

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1. Other matters

Please refer to the First Notice for details in respect of other resolutions to be passed at the AGM and other relevant matters.

Shareholders and their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

1. As at the date of this supplemental notice, the executive directors of the Company are Mr. CHEN Wenjian (Chairman) 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. XIU Long, Ms. SUN Lishi and Mr. TU Haiming.

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