CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2002

May 14, 2002

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

Notice is hereby given that the Board of Directors ("Board") of Guangshen Railway Company Limited (the "Company") has resolved that the Annual General Meeting (the "AGM") of the Company is to be held at the meeting room of the Company at 3/F, No. 1052 Heping Road, Shenzhen, Guangdong Province, the People's Republic of China ("PRC") on 28th June 2002 at 9:00 a.m., to consider and, if thought fit, to pass each of the following resolutions as an ordinary resolution (and for resolution No. 7, as a special resolution):-

1. To consider and approve the work report of the Board of Directors of the Company for 2001.

2. To consider and approve the work report of the Supervisory Committee of the Company for 2001.

3. To consider and approve the audited financial statements of the Company for 2001.

4. To consider and approve the proposed profit distribution of the Company for 2001.

5. To elect the members of the Third Board of Directors:-

(1) To elect Jiang Linyang as a member of the Third Board of Directors

(2) To elect Li Daihua as a member of the Third Board of Directors

(3) To elect Wu Yiquan as a member of the Third Board of Directors

(4) To elect Wu Houhui as a member of the Third Board of Directors

(5) To elect Shen Jun as a member of the Third Board of Directors

(6) To elect Li Qingyun as a member of the Third Board of Directors

(7) To elect Li Peng as a member of the Third Board of Directors

(8) To elect Chang Loong Cheong as a member of the Third Board of Directors

(9) To elect Deborah Kong as a member of the Third Board of Directors

1. To determine the remunerations of the Directors.

2. To consider and if thought fit, to amend article 117 of the articles of association of Guangshen Railway Company Limited to increase the number of shareholder representative supervisors from 4 to 5.

3. To elect the Supervisors of the Third Supervisory Committee from the representatives of the shareholders:-

(1) To elect Gu Hongxi as a Supervisor of the Third Supervisory Committee

(2) To elect Zhao Genrong as a Supervisor of the Third Supervisory Committee

(3) To elect Chen Yongbao as a Supervisor of the Third Supervisory Committee

(4) To elect Chen Yunzhong as a Supervisor of the Third Supervisory Committee

(5) To elect Yao Muming as a Supervisor of the Third Supervisory Committee

1. To determine the remunerations of the Supervisors.

2. To consider and approve the appointment of Pan-China (Schinda) Certified Public Accountants as the Company's PRC auditors for 2002 and to authorise the Board to determine its remunerations.

3. To consider and approve the appointment of PricewaterhouseCoopers as the Company's international auditors for 2002 and to authorise the Board to determine its remunerations.

4. To consider and approve the Company's budget for 2002.

5. To consider any other businesses.

Proposed Amendments to Article 117 of the Articles of Association of the Company

Article 116 of the Articles of Association of the Company states that the supervisory committee shall be composed of 5 to 7 supervisors. The Company currently has 6 supervisors and proposes to appoint one additional shareholder representative supervisor. Article 117 however, stipulates that the supervisory committee shall comprise of 4 representatives of shareholders and 2 representatives of staff and workers of the Company. In this regard, the Company proposes to amend Article 117 to reflect the revised composition of the supervisory committee (i.e. the proposed appointment of one additional supervisor). The Company proposes to revise Article 117 as follows:-

"Article 117 The supervisory committee shall comprise of 5 representatives of shareholders who shall be elected or removed by the shareholders in general meeting and 2 representatives of staff and workers of the Company who shall be elected or removed democratically by the staff and workers".

A list of proposed directors and their histories:

Jiang Linyang, aged 58, is the Chairman of Guangzhou Railway (Group) Company. He is a graduate of Southwest Jiao Tong University. He has served in managerial positions in various railway departments since 1964 and has been the President of Chongqing Railway Sub-Administration, the Vice-President of Chengdu Railway Administration and the Vice-Chairman of Guangzhou Railway (Group) Company.

Li Daihua, aged 59, is a Director of the second Board of Directors of the Company. He is a graduate of Hunan Resources Management Academy. Since 1958, he has served in technical and managerial positions in various railway departments, and has served as a member of the senior management of each of Changsha Railway Company, Yangcheng Railway Company, Liuzhou Railway Administration and Guangzhou Railway (Group) Company.

Wu Yiquan, aged 58, is a Director of the second Board of Directors and the General Manager of the Company. He is a graduate of Nanjing Communications College and an engineer. He served in various managerial positions up to the post of the Deputy General Manager in Yangcheng Railway Company from 1973 to 1993. Since 1994, he has served as the Deputy General Manager of Guangzhou Railway (Group) Company and the General Manager of Changsha Railway Company.

Wu Houhui, aged 53, is a Director of the second Board of Directors of the Company. He is a graduate of Dalian Railway College and a senior economist. He served in various managerial positions up to the post of the officer of the Enterprise Management Office in Guangzhou Railway (Group) Company from 1984 to 2000. Since November 2000, he has been serving as the Deputy Chief Economist of Guangzhou Railway (Group) Company.

Shen Jun, aged 52, is a Director of the second Board of Directors of the Company. He is a graduate of Nanjing Railway Transportation Academy and an accountant. Since 1968, he has taken charge of financial accounting work in railway departments and, since 1992, has served as an Assistant to Director, the Deputy Director and the Director of the Audit Department of Guangzhou Railway (Group) Company. Since August 1999, he has been serving as the Director of the Financial Department of Guangzhou Railway (Group) Company.

Li Qingyun, aged 38, is a Director of the second Board of Directors and the Deputy General Manager of the Company. He graduated from North Communications University in 1989. He holds a Master's Degree majoring in railway transportation and organization. He is an engineer. He served in managerial positions in various technical and transportation departments of Guangzhou Railway (Group) Company from 1989 to August 1999 and joined the Company in 1999.

Li Peng, aged 56, is a Director of the second Board of Directors and the Chairman of the Trade Union of the Company. He is a graduate of East China Civil Engineering Institute. He has served in various managerial positions in Guangzhou Railway Sub-Administration and Yangcheng Railway Company since 1977 and was the Deputy General Manager of each of Guangshen Railway Company, the predecessor of the Company, and Guangshen Railway Enterprise Development Company from 1992 to 1997. He joined the Company in 1997.

Chang Loong Cheong, aged 56, is an independent non-executive Director of the second Board of Directors of the Company. He holds a management certificate from Hong Kong Management Association and is a director of each of Shanghai Xinhua Iron & Steel Company Limited and Orient International (Shanghai) Limited. He has been a Manager of Cathay Restaurant in Lagos, Nigeria, a member of the senior management of each of Island Navigation Corporation International Limited and Orient Overseas Container Line Limited in West Africa and the General Manager and a Director of Noble Ascent Company Limited.

Deborah Kong, aged 42, is an independent non-executive Director of the second Board of Directors of the Company. She is an Executive Director of Centennial Resources Company Limited. She holds a Bachelor of Arts Degree from Sydney University and has attended a one-year master degree course of finance of Macquarie University in Australia. She is a member of the Standing Committee of the People's Political Consultative Conference of Shandong Province of the People's Republic of China.

A list of proposed supervisors and their histories:

Gu Hongxi, aged 55, is the Chairman of the second Supervisory Committee of the Company. He is a graduate of Zhejiang University and a senior engineer. He joined the railway department in 1974 and served as the Deputy Director of Changsha Railway Sub-Administration and the Director of each of the Welfare Department and the Education Department of Guangzhou Railway (Group) Company. Since 1995, he has been serving as the Chief Economist of Guangzhou Railway (Group) Company.

Zhao Genrong, aged 57, is a Supervisor of the second Supervisory Committee of the Company. He is a graduate of North Communications University and a senior accountant. He took charge of financial work in Hengyang Railway Sub-Administration in 1968. Since 1983, he has served as the Deputy Director and the Director of the Financial Department of Guangzhou Railway (Group) Company. Since August 1999, he has been serving as the Director of the Audit Department of Guangzhou Railway (Group) Company.

Chen Yongbao, aged 50, is the Director of the Supervisory Department of Guangzhou Railway (Group) Company. He is a graduate of ZhuZhou Railway Mechanical Secondary School. Since 1975, he has served in various managerial positions in Guangzhou Railway Sub-Administration and Yangcheng Railway Company. He took the office of administrative supervision in Guangzhou Railway (Group) Company from 1997 to 2001. Since May 2001, he has been serving as the Director of the Supervisory Department of Guangzhou Railway (Group) Company.

Chen Yunzhong, aged 50, is a Supervisor of the second Supervisory Committee of the Company. He graduated from Guangzhou Railway Driver's School, Guangdong Jinan University and the Central Administration Academy. He was a member of the senior management of Hainan Railway Company. He joined the Company in 2000 and is currently a member of the senior management of the Company.

Yao Muming, aged 49, is a Supervisor of the second Supervisory Committee of the Company. He is a graduate of Huanan Normal University, and has served as the Deputy Director of the Guangzhou and Zhuhai Animal and Plant Quarantine Bureaus. He joined the Company in 1997 and is currently a member of the senior management of the Company.

Notes:

(1) Holders of the Company's H Shares are advised that the register of members of the Company's H Shares will be closed from 29th May, 2002 to 28th June, 2002 (both days inclusive), during which no transfer of H Shares will be registered. To determine the entitlement of final dividends, all transfer documents together with the relevant share certificates must be lodged to the Company's registrar, Hong Kong Registrars Limited, at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong no later than 4:00 p.m. on 28th May, 2002. Holders of the Company's H Shares whose names appear on the register of members of the Company on 29th May, 2002, or their proxies, are entitled to attend the AGM by presenting their identity cards or passports.

(2) Each shareholder entitled to attend and vote at the AGM may appoint one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

(3) Where a shareholder 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 (if any) must be delivered to the registered address of the Company not less than 24 hours before the commencement of the AGM or any adjournment thereof (as the case may be).

(5) Shareholders who intend to attend the AGM 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 8th June, 2002. The return of the attendance confirmation reply form will not affect the shareholder's right to attend and vote at the AGM.

(6) The AGM is expected to last for half a day. The shareholders and proxies attending the AGM shall be responsible for their own traveling, accommodation and other related expenses.

Registered Office of the Company:

No. 1052 Heping Road

Shenzhen, Guangdong Province

The People's Republic of China

Tel: (86-755)-5588146 or 5598693

Fax: (86-755)-5591480

By Order of the Board

Yao Xiaocong

Company Secretary

Shenzhen, the PRC

14th May, 2002

Please also refer to the published version of this announcement in the South China Morning Post.