CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2000

Dec 8, 2000

(a joint stock limited company incorporated in the People's Republic of China)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the "EGM") of Guangshen Railway Company Limited (the "Company") will be held at the Meeting Room at 3/F, No. 1052 Heping Road, Shenzhen, Guangdong Province, the People's Republic of China, on 8th February 2001 (Thursday) at 9:00 a.m., for the following purposes:

To consider and, if thought fit, to pass each of the following resolutions as a special resolution:

1. To consider and approve the proposal for the application and implementation by way of public issue ("A Share Issue") of Renminbi denominated ordinary shares of a maximum of 550,000,000 A Shares of the Company ("A Shares");

2. To consider and approve the feasibility of the investment project which is to be financed by the net proceeds received from the A Share Issue;

3. To consider and approve the status of the use of proceeds received from the previous issue of the Company and the report on the use of proceeds received from such issue compiled by Tianjian Certified Public Accountants;

4. To consider and approve, upon the completion of the A Shares Issue, that the existing and new shareholders of the Company will all be entitled to the undistributed profits of the Company;

5. To consider and authorise the Board of Director ("Board") to handle for and on behalf of the Company all relevant matters in connection with the A Share Issue;

6. To authorise the Board to make such amendments to articles 20, 21, and 23 of the articles of association of the Company as it deems proper to reflect the revised share capital of the Company; and

7. To authorise the Board to make such amendments to article 3 of the articles of association of the Company in relation to the change of the registered address and the telephone number of the Company.

To consider and, if thought fit to pass each of the following resolutions as an ordinary resolution:

1. (a) To terminate the appointment of Mr. Sun Renkun as a supervisor of the Company with immediate effect;

(b) To elect Mr. Chen Yunzhong as a new supervisor to fill the vacancy created by the passing of ordinary resolution 8(a) with immediate effect.

By Order of the Board

Yao Xiaocong

Company Secretary

Shenzhen, the PRC

7th December 2000

Notes:

1. Eligibility for attending the EGM

Shareholders and their proxies of the Company whose names appear on the registers of shareholders of the Company at the close of business on 10th January 2001 shall have the right to attend the EGM.

2. Registration procedures for attending the EGM

1. Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether a shareholder of the Company or not) to attend and vote on his behalf. Each shareholder or his/her proxy should produce proof of identity when attending the EGM.

ii. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorization or other authorization documents of such attorney should be notarized. In order to be valid, the written authorization or authorization documents which have been notarized together with the completed proxy form must be delivered to the registered address of the Company or Hong Kong Registrars Limited, the registrar of H Shares of the Company, 24 hours before the holding of the EGM.

iii. The register of H Shareholders of the Company will be closed from 10th January 2001 to 8th February 2001 (both days inclusive), during which period no transfer of H Shares will be registered.

iv. Shareholders of the Company who intend to attend the EGM must complete the attendance confirmation reply form and return the same by hand, by letter or by fax to the registered address of the Company or Hong Kong Registrars Limited on or before 19th January 2001.

3. Other business

i. The duration of the EGM is expected not to exceed one day. Shareholders who attend the EGM shall arrange for food and accommodation at their own cost.

ii. Address of Hong Kong Registrars Limited:

2/F, Vicwood Plaza

199 Des Voeux Road Central

Hong Kong

iii. Address of the Company:

No. 1052, Heping Road,

Shenzhen, Guangdong Province,

The People's Republic of China