CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2002

Mar 8, 2002

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

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 23rd April 2002 (Tuesday) at 2:00 p.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 compliance of the subject new issue of A Shares with "Administrative Measures on Issuance of New Shares of Listed Companies";

2. To consider and approve the proposal for the application and implementation by way of public issue ("A Share Issue") of Renminbi-denominated ordinary shares up to a maximum of 700 million A Shares of the Company ("A Shares");

3. To consider and approve the feasibility of the investment projects which are to be financed with the net proceeds to be received from the A Share Issue;

4. To consider and approve the statement relating to the use of proceeds received from the previous capital raising by the Company and the report of Pan-China (Schinda) Certified Public Accountants on the use of proceeds from such issue;

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

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

7. To authorize the Board to make such amendments to articles 20, 21, and 24 of the articles of association of the Company as it shall deem proper or desirable to reflect the revised share capital of the Company.

By Order of the Board

Yao Xiaocong

Company Secretary

Shenzhen, the PRC

7th March, 2002

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 22nd March 2002 shall have the right to attend the EGM.

2. Registration procedures for attending the EGM

i. 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/her 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/her 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 other authorization documents which have been notarized together with the completed proxy form must be delivered to the registered address of the Company (if any) 24 hours before the time of the holding of the EGM.

iii. The register of H Shareholders of the Company will be closed from 22nd March 2002 to 23rd April 2002 (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 to the registered address of the Company on or before 3rd April, 2002.

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 the Company:

No. 1052, Heping Road

Shenzhen

Guangdong Province

The People"s Republic of China

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