China Railway Group Limited — Share Issue/Capital Change 2012

Aug 2, 2012

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/07/2012

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer China Railway Group Limited Date Submitted 2 August 2012

I. Movements in Authorised Share Capital (THE FOLLOWING SHOWS MOVEMENTS IN THE REGISTERED SHARE CAPITAL (AS OPPOSED TO AUTHORISED SHARE CAPITAL) OF THE COMPANY AS THE COMPANY IS INCORPORATED IN THE PRC.)

1. Ordinary Shares

1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares
(1) Stock code : 390 Description : HShares No. of ordinary shares Balance at close of preceding month 4,207,390,000 Increase/(decrease) NIL Balance at close of the month 4,207,390,000		HShares		Authorised share capital (RMB) 4,207,390,000 NIL 4,207,390,000
			Par value (RMB) 1.00 1.00
(2) Stock code : 601390 Description : AShares No. of ordinary shares Balance at close of preceding month 17,092,510,000 Increase/(decrease) NIL Balance at close of the month 17,092,510,000		AShares		Authorised share capital (RMB) 17,092,510,000 NIL 17,092,510,000
			Par value (RMB) 1.00 1.00

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For Main Board and GEM listed issuers

2. Preference Shares

Stock code : N/A Description : N/A No. of preference shares Balance at close of preceding month NIL Increase/(decrease) NIL Balance at close of the month NIL	N/A
		Par value (State currency) N/A N/A	Authorised share capital (State currency) NIL NIL NIL

3. Other Classes of Shares

Stock code : N/A Description : N/A No. of other classes of shares Balance at close of preceding month NIL Increase/(decrease) NIL Balance at close of the month NIL	N/A
		Par value (State currency) N/A N/A	Authorised share capital (State currency) NIL NIL NIL

Total authorised share capital at the end of the month ( TOTAL REGISTERED SHARE CAPITAL ) (RMB) :

21,299,900,000

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For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares (1) HShares (2) AShares	No. of ordinary shares (1) HShares (2) AShares	No of preference shares No. of other classes of shares	No of preference shares No. of other classes of shares
	4,207,390,000 NIL 4,207,390,000	17,092,510,000 NIL 17,092,510,000	NIL NIL NIL	NIL NIL NIL

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) NO SHARE OPTIONS ISSUED BY THE COMPANY

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable	Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable		Movement duringthe month	Movement duringthe month	Movement duringthe month	Movement duringthe month		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Granted	Exercised	Cancelled		Lapsed
1. (/ /) shares (Note 1) 2. (/ /) shares (Note 1) 3. (/ /) shares (Note 1) Total A. (Ordinary shares) (Preference shares) (Other class) Total funds raised during the month from exercise of options (State currency)	1.
	(/ /)
	shares
	(Note 1) 2.
	(/ /)
	shares
	(Note 1) 3.
	(/ /)
	shares

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For Main Board and GEM listed issuers Warrants to Issue Shares of the Issuer which are to be Listed NO WARRANTS ISSUED BY THE COMPANY

Warrants to Issue Shares of the Issuer which are to be ListedNO WARRANTS ISSUED BY THE COMPANY	Warrants to Issue Shares of the Issuer which are to be ListedNO WARRANTS ISSUED BY THE COMPANY	Warrants to Issue Shares of the Issuer which are to be ListedNO WARRANTS ISSUED BY THE COMPANY
Description of warrants (Date of expiry- dd/mm/yyyy) Currency of nominal value Nominal value at close of precedingmonth Exercised during the month Nominal value at close of the month No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1.	(/ /) (/ /) (/ /) (/ /) Total B.(Ordinary shares) (Preference shares) (Other class)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2.
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

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For Main Board and GEM listed issuers Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed) NO CONVERTIBLES ISSUED BY THE COMPANY

THE COMPANY	THE COMPANY
Class and description		Currency of amount outstanding Amount at close of preceding month Converted during the month Amount at close of the month No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1.	(/ /) (/ /) (/ /) (/ /) Total C. (Ordinary shares) (Preference shares) (Other class)
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2.
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

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For Main Board and GEM listed issuers Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes) NO OTHER AGREEMENTS OR ARRANGEMENTS TO ISSUE SHARES ENTERED INTO BY THE COMPANY

ENTERED INTO BY THE COMPANY	ENTERED INTO BY THE COMPANY
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. 2. 3.
	( / / )
	shares_(Note 1)_
	( / / )
	shares (Note 1)
	( / / )
	shares_(Note 1)_
	Total D. (Ordinary shares)
	(Preference shares)
	(Other class)

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For Main Board and GEM listed issuers Other Movements in Issued Share Capital NO OTHER MOVEMENTS IN THE ISSUED SHARE CAPITAL OF THE COMPANY

THE COMPANY
Type of Issue				No. of new shares of issuer issued during the month pursuant thereto		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue At price :	State currency		Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )
2. Open offer At price :	State currency		Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )
3. Placing At price :	State currency		Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )
4. Bonus issue			Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy)	__ ( / / ) ( / / )

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For Main Board and GEM listed issuers

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
6. Repurchase of shares	Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )
7. Redemption of shares	Class of shares redeemed_(Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )
8. Consideration issue At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
9. Capital reorganisation	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )

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	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
10. Other (Please specify) At price :State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / ) Total E. (Ordinary shares) (Preference shares) (Other class)
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) NIL (2) Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): NIL Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): NIL (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)			NIL
			NIL
			NIL

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For Main Board and GEM listed issuers

Remarks (if any):

Submitted by: _TAM CHUN CHUNG____

Title: _Joint Company Secretary __ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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