China Railway Group Limited — Proxy Solicitation & Information Statement 2025

May 15, 2025

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.

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 2025 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2025 first H share class meeting (the “H Share Class Meeting”) 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, 20 June 2025 immediately following the conclusion of the A share class meeting of the Company or any adjournment thereof, to consider and, if thought fit, approve the following resolution:

As special resolution:

1. To consider and approve the proposal on the repurchase of certain A shares of the Company through centralized bidding trading:

1.01 Purpose of share repurchase
1.02 Type of shares to be repurchased
1.03 Method of the share repurchase
1.04 Implementation period of share repurchase
1.05 Use and number of shares proposed to be repurchased, proportion to the Company’s total share capital and total amount of funds
1.06 Price for the share repurchase
1.07 Source of funds for the repurchase

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1.08 Specific authorization for handling the share repurchase

By Order of the Board of
China Railway Group Limited
MA Yonghong TAM Chun Chung
Joint Company Secretaries

Beijing, the PRC
16 May 2025

Notes:

1. Closure of register of members and eligibility for attending the H Share Class Meeting

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 H shareholders on the register of members of the Company are entitled to attend the H Share Class Meeting.

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 H Share Class Meeting.

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

1. Registration procedures for attending the H Share Class Meeting

Shareholders attending the H Share Class Meeting 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 H Share Class Meeting on behalf of such company.

1. Notice of attendance

Shareholders who intend to attend the H Share Class Meeting 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).

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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 H Share Class Meeting if they so wish. In such event, the form of proxy shall be deemed to be revoked.

4. Proxy

Shareholders entitled to attend and vote at the H Share Class 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 H Share Class Meeting.

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

5. Other matters

Shareholders and their proxies attending the H Share Class Meeting shall be responsible for their own travelling and accommodation expenses.

6. Other matters

As at the date of this 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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