CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2004

Nov 16, 2004

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(a joint stock limited company incorporated in the People’s Republic of China) Stock Code: 525

Notice of Extraordinary General Meeting

Notice is hereby given that the board of directors (“ Board ”) of Guangshen Railway Company Limited (the “ Company ”) has resolved that an extraordinary general meeting (the “ EGM ”) 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 ”) at 10:00 a.m. on 30 December 2004 (Thursday) (or immediately after the conclusion or adjournment of the class meeting of the holders of H shares of the Company) to consider and, if thought fit, to pass the following resolutions:—

ORDINARY RESOLUTIONS

1. “ That subject to the passing of the special resolution numbered 1 set out in this notice of the EGM (the “Notice”),

2. (a) the conditional sale and purchase agreement entered into between Guangzhou Railway Group Yang Cheng Railway Company (廣州鐵路集團羊城鐵路總公司 ) (“Yang Cheng”) and the Company dated 15 November 2004 (the “Acquisition Agreement”), a copy of which has been initialled by the chairman of the EGM (the “Chairman”) and for the purpose of identification marked “A”, be and is hereby approved, confirmed and ratified; and

3. (b) any one director of the Company be and is hereby authorised to do all such further acts and things and execute such further documents and take all steps which in his/her opinion may be necessary, desirable and expedient to implement and/or give effect to the terms of the Acquisition Agreement and the transactions contemplated thereunder.”

4. “ That subject to the passing of the ordinary resolution numbered 1 set out in the Notice,

5. (a) the conditional leasing agreement entered into between Guangzhou Railway (Group) Company (廣州鐵路（集團）公司 ) (the “Parent Company”) and the Company dated 15 November 2004 (the “Leasing Agreement”);

6. (b) the conditional comprehensive services agreement entered into between the Parent Company and the Company dated 15 November 2004 (the “Parent Comprehensive Services Agreement”); and

7. (c) the conditional comprehensive services agreement entered into between Yang Cheng and the Company dated 15 November 2004 (the “YC Comprehensive Services Agreement”),

(the Leasing Agreement, the Parent Comprehensive Services Agreement and the YC Comprehensive Services Agreement shall hereinafter collectively be referred to as the “Ongoing Connected Transactions Agreements”),

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copies of which have been initialled by the Chairman and for the purpose of identification marked “B”, and the transactions contemplated thereunder as more particularly described in the paragraph headed “Ongoing Connected Transactions” in the announcement of the Company dated 15 November 2004, which the Company expects to occur on a regular and continuous basis in its ordinary course of business, together with the proposed annual caps as set out therein in relation to each type of ongoing connected transaction, be and are hereby approved, confirmed and ratified and any one director of the Company be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her opinion may be necessary, desirable and expedient to implement and/ or give effect to the terms of such connected transactions.”

1. “ That subject to the passing of the special resolution numbered 1 set out in the Notice, the Board be and is hereby authorized to handle for and on behalf of the Company all matters relevant to the A Share Issue (as defined in the special resolution numbered 1 set out in the Notice).”

2. “ That subject to the passing of the special resolution numbered 1 set out in the Notice and the completion of the A Share Issue, the proposal that the existing and new shareholders of the Company will be entitled to sharing the undistributed retained profits of the Company after the distribution of profits for the year 2004 be and is hereby approved.”

3. “ That subject to the passing of the special resolution numbered 1 set out in the Notice and the completion of the A Share Issue, the ‘Decision Making System Concerning Connected Transactions of the Company’ be and is hereby approved and adopted.” (Note 7)

4. “ That subject to the passing of the special resolution numbered 1 set out in the Notice and the completion of the A Share Issue, the ‘Working Regulations for Independent Directors of the Company’ be and is hereby approved and adopted.” (Note 7)

5. “ That subject to the passing of the special resolution numbered 1 set out in the Notice and the completion of the A Share Issue, the ‘System for Shareholders’ General Meeting (Amended)’ be and is hereby approved and adopted.” (Note 7)

6. “ That the termination of the engagement of Mr. Feng Qifu as a director of the Company be and is hereby considered and approved.”

7. “ That the appointment of Mr. Li Kelie as a director of the Company be and is hereby considered and approved.”

SPECIAL RESOLUTIONS

1. “ That subject to the approval at: (i) the class meeting of holders of domestic shares of the Company; and (ii) the class meeting of holder of H shares of the Company, and the passing of the ordinary resolution numbered 1 set out in the Notice, the proposal for the application for the public issue of Renminbi-denominated ordinary shares of the Company (the “A Share Issue”), structure of which is set out as follows, be and is hereby approved.

Structure of the A Share Issue:

• (a) Class of securities to be issued: Renminbi-denominated ordinary shares (“A Shares”);

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• (b) Par value of each A Share: Renminbi 1.00;

• (c) Size of A Share Issue: Not more than 2.75 billion A Shares;

• (d) Proposed place of listing: Shanghai Stock Exchange;

• (e) Target subscribers: Natural persons and institutional investors within the PRC, except those restricted by the applicable PRC laws and regulations;

• (f) Pricing and issuing mechanism: Pricing and issuing mechanism will be determined by the latest rules and regulations of China Securities Regulatory Commission; and

• (g) Use of proceeds: To finance the acquisition of the assets and liabilities in relation to the operation of the railway transportation business between Guangzhou and Pingshi from Yang Cheng.

Resolution approving the proposal shall be valid for one (1) year from the date of approval.”

1. “ That :

2. (a) the proposed amendment to the articles of association be and is hereby approved (Note 7) ; and

3. (b) the Board be and is hereby authorised to do all such further acts and things and take all steps which in its opinion may be necessary, desirable and expedient to give effect to such amendment, including but not limited to application for approval of, registration of or filing the amendments with the relevant governmental bodies of the PRC and Hong Kong and making further amendments as governmental bodies of the PRC may require.”

4. “ That subject to the passing of the special resolution numbered 1 set out in the Notice and the completion of the A Share Issue:

5. (a) the articles of association of the Company, a copy of which has been initialled by the Chairman and for the purpose of identification marked “C”, be and is hereby approved and adopted (Note 7) ; and

6. (b) the Board be and is hereby authorised to do all such further acts and things and take all steps which in its opinion may be necessary, desirable and expedient to give effect to such approval and adoption, including but not limited to application for approval of, registration of or filing the articles of association with the relevant governmental bodies of the PRC and Hong Kong and making further amendments as governmental bodies of the PRC may require.”

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Please refer to the circular to be despatched by the Company to its shareholders for details.

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INFORMATION ABOUT THE CANDIDATE OF EXECUTIVE DIRECTOR

Mr. Li Kelie, aged 56, joined the Company on 4 October, 2004 and is the General Manager of the Company. Mr. Li is a member of Chinese Writers’ Association and a vice chairman of 廣州 市作家協會 (Guangzhou Writers’ Association). Mr. Li has participated in the operation and management of railway transportation for years and has extensive industry experience. From 1994 to September 2004, Mr. Li held various senior positions within Guangzhou Railway (Group) Company and its subsidiaries. Before he joined the Company, he was the Chairman and the General Manager of 三茂鐵路股份有限公司 (Sanmao Railway Company Limited).

Notes:

• (1) Holders of the H shares of the Company are advised that the register of members of the Company’s H shares will be closed from 30 November 2004 to 30 December 2004 (both days inclusive), during which no transfer of H shares will be registered. Shareholders of the Company whose names appear on the registers of members of the Company at 4:00 p.m. on 29 November 2004, or their proxies, are entitled to attend the EGM by presenting their identity cards or passports.

• (2) Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether a shareholder or not) to attend the meeting 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 appointer 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 EGM or any adjournment thereof (as the case may be).

• (5) Shareholders who intend to attend the 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 10 December 2004.

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

• (7) Details of the systems and regulations proposed to be adopted and the proposed amendments to the articles of association will be set out in a circular to be despatched by the Company to its shareholders as soon as practicable (which shall in no event be later than 6 December 2004).

Registered Office of the Company: No. 1052 Heping Road Shenzhen, Guangdong Province The People’s Republic of China Telephone: 86-755-25587920 or 25588146 Facsimile: 86-755-25591480

By Order of the Board Guo Xiangdong Company Secretary

Shenzhen, the PRC 15 November 2004

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As at the date of this announcement, the Board comprises:

Executive Directors Non-executive Directors Independent Non-executive Directors Wu Junguang Feng Qifu Chang Loong Cheong Li Qingyun Hu Lingling Deborah Kong Li Peng Wu Houhui Wilton Chau Chi Wai Wen Weiming

Please also refer to the published version of this announcement in The Standard.

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