CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2000

Jun 1, 2000

	廣深鐵路股份有限公司 GUANGSHEN RAILWAY COMPANY LIMITED

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

FOR HOLDERS OF OVERSEAS LISTED

FOREIGN SHARES

NOTICE IS HEREBY GIVEN that the Board of Directors of Guangshen Railway Company Limited (the “Company”) has resolved that an extraordinary general meeting for holders of overseas listed foreign shares (or H shares) of the Company be held at the Meeting Room, 3rd Floor, No.1052 Heping Road, Shenzhen, Guangdong Province, the People's Republic of China on Thursday, 8th June, 2000 at 10:30a.m. for the conduct of the following business:

1. To consider and, if though fit, to pass the following resolution as a special resolution to authorise the Board of Directors of the Company to repurchase H Shares up to a maximum of 10 per cent. of the aggregate nominal value of the H Shares in issue:

THAT:

(a) subject to paragraphs (b) and (c) below, the exercise by the Board of Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to purchase overseas listed foreign shares in issue in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the People's Republic of China, the Hong Kong Stock Exchange or of any other governmental or regulatory body be and is hereby approved;

(b) the aggregate nominal value of overseas listed foreign shares authorised to be purchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal value of the overseas listed foreign shares in issue of the Company as at the date of the passing of this resolution;

(c) the approval in paragraph (a) above shall be conditional upon:

(i) the passing of a special resolution in the same terms as the resolution set out in this paragraph 1 (except for this sub-paragraph (c)(i)) at the annual general meeting of the Company and the extraordinary general meeting for holders of domestic shares of the Company both to be held on 8th June, 2000 (or on such adjourned date as may be applicable);

(ii) the approvals of the China Securities Regulatory Commission, the State Administration for Foreign Exchange and the State Economic and Trade Commission being obtained by the Company; and

(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in the articles of association of the Company;

(d) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;

(ii) the expiration of a period of twelve months following the passing of this special resolution; and

(iii) the date on which the authority set out in this special resolution is revoked or varied by the requisite special resolutions of the members of the Company in general meetings in accordance with the Company Law of the People's Republic of China and the articles of association of the Company; and

(e) the Board of Directors of the Company be and is hereby authorised to make such amendments to article 21 and article 24 of the articles of association of the Company as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the purchase of shares of the Company as contemplated in paragraph (a) above.

1. To transact other business, if necessary.

By Order of the Board
Yao XiaocongCompany SecretaryShenzhen, the People's Republic of China
6th April 2000

Notes:

1. Holders of the Company's H Shares are advised that the register of members of the Company's H Share will be closed from 9th May, 2000 to 8th June, 2000 (both days inclusive), during which no transfer of H Share will be registered. Holders of the Company's H Shares whose names appear on the register of members of the Company on 9th May, 2000, or their proxies, are entitled to attend the Extraordinary General Meeting for Holders of Overseas Listed Foreign Shares (“H Shareholders' EGM”) by presenting their identity cards or passports.

2. Each holder of H Shares entitled to attend and vote at the H Shareholders' EGM may appoint one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

3. Where a holder of H Shares appoints more than one proxy, his proxies may only exercise the voting right when a poll is taken.

4. The instrument appointing a proxy must be in writing and signed by the appointor or his attorney duly authorized in writing. If the proxy form is signed by an attorney on behalf of the appointor, the power of attorney or other authority must be notarially certified. To be valid, the proxy form, together with a notarially certified copy of the power of attorney or other authority, must be delivered to the registered address of the Company not less than 24 hours before the commencement of the H Shareholders' EGM or any adjournment thereof (as the case may be).

5. Holders of H Shares who intend to attend the H Shareholders' EGM are requested to deliver the attendance confirmation reply form to the registered office of the Company in person, by post or by facsimile on or before 18th May, 2000. The return of the attendance confirmation reply form will not affect the right of the holders of H Shares to attend and vote at the H Shareholders' EGM.

6. The H Shareholders' EGM is expected to last for half an hour. The holders of H Shares and proxies attending the H Shareholders' EGM shall be responsible for their own traveling, accommodation and other related expenses.

The above notice which has once been published on 7th April, 2000 is intended to serve as a reminder to the holders of H shares of the extraordinary general meeting for holders of overseas listed foreign shares to be held on 8th June, 2000.