CK Asset Holdings Limited — Proxy Solicitation & Information Statement 2010

May 17, 2010

==> picture [107 x 32] intentionally omitted <==

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

(Stock Code: 00525)

Second Proxy Form for Use by Shareholders at the annual general meeting

Number of shares to which this Second Proxy Form relates: (Note 1)

I/We (Note 2)

of being the shareholder of Guangshen Railway Company Limited (the “ Company ”) hereby appoint THE CHAIRMAN OF THE GENERAL MEETING / (note 3) of

as my/our proxy to attend and vote on my/our behalf at the annual general meeting of the Company (or any adjournment thereof) (“ AGM ”) 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, on Tuesday, 22 June 2010 at 9:30 a.m. in respect of the resolutions set out in the revised notice convening the AGM as hereunder indicated and if no indication is given, as my/our proxy think fit or abstain at his/her own discretion.

	RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)	ABSTAIN FROMVOTING(Note 4)
THAT	the following ordinary resolutions are reviewed and approved
1.	To review and approve the work report of the board of directors of the Companyfor 2009
2.	To review and approve the work report of the supervisorycommittee of the Companyfor 2009
3.	To review and approve the audited financial statements of the Companyfor 2009
4.	To review and approve theproposedprofits distribution of the Companyfor 2009
5.	To review and approve the financial budget of the Companyfor 2010
6.	To review and approve the re-appointment of PricewaterhouseCoopers Zhong Tian CPAsCompany Limited as the PRC auditor to the Company for 2010 and to authorise the board ofdirectors and the audit committee to determine its remuneration
7.	To review and approve the re-appointment of PricewaterhouseCoopers as the internationalauditor to the Company for 2010 and to authorise the board of directors and the auditcommittee to determine its remuneration
8.	To review and approve the removal of Mr. Cao Jianguo as director of the fifth session of theboard of directors of the Company
9.	To review and approve the removal of Mr. He Yuhua as director of the fifth session of theboard of directors of the Company
10.	To elect two non-independent directors of the fifth session of the board of the directors of theCompanythrough cumulative voting(Note5)
	10.1To elect Mr. Xu Xiaoming as the non-independent director of the fifth session of theboard of directors of the Company
	10.2To elect Mr. Guo Zhuxue as the non-independent director of the fifth session of theboard of directors of the Company
11.	To review and approve the removal of Mr. Yao Muming as supervisor of the fifth session ofthe supervisorycommittee of the Company
12.	To elect Mr. Xu Ling as supervisor of the fifth session of the supervisory committee of theCompany

Date: 2010 Signature (Note6) :

Notes:

1. Please fill in the number of shares in the Company registered in your name to which this Second Proxy Form relates. Failure to fill in the number of shares will result in this Second Proxy Form being deemed to relate to all shares in the Company registered in your name.

2. Full name(s) and address(es) must be inserted in BLOCK LETTERS.

3. If any proxy other than the chairman is preferred, strike out “THE CHAIRMAN OF THE GENERAL MEETING/” and insert the name and address of the proxy you intend to appoint in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote at the AGM. The proxy or proxies need not be a member of the Company. Any alteration made to this Second Proxy Form must be signed by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A “ ✓ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A “ ✓ ” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PUT A “ ✓ ” IN THE BOX MARKED “ABSTAIN FROM VOTING” . Failure to complete the boxes will entitle your proxy to cast your vote(s) at his/her discretion. Abstained votes or abstain from voting will not be treated as valid votes in the calculation of voting results.

5. According to the Rules for Implementation of Cumulative Voting of the Company, resolution 10.1 and 10.2 are required to be polled by cumulative voting. Upon election of nonindependent directors, the number of votes held by a shareholder shall be calculated by multiplying the number of shares held by such shareholder by the total number of candidates for non-independent directors (i.e. two candidates). If the total number of votes exercised by such shareholder is less than or equal to the number of votes he/she legally entitled, such vote shall be valid and any unexercised vote shall be deemed as “abstention”. If the total number of votes exercised by such shareholder exceeds the number of votes he/she legally entitled, such vote shall be invalid and deemed as abstention.

6. This Second Proxy Form must be signed by you or your attorney duly authorized in writing (in which case the written authority appointing such attorney has to be notarially certified) or, if the appointer is corporation, this Second Proxy Form must be executed under its common seal or under the hand of a director or an attorney of the corporation duly authorized in writing. If this Second Proxy Form is signed by an attorney on behalf of the appointer, the power of attorney or other authority must be notarially certified. To be valid, this Second Proxy Form, together with any notarially certified copy of the power of attorney or any other authority under which Second Proxy Form is signed must be lodged at 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) (the “ Closing Time ”).

7. Completion and return of the form of proxy sent together with the circular dated 29 April 2010 (“ First Proxy Form ”) and/or the Second Proxy Form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

8. A shareholder who has not yet lodged the First Proxy Form with the registers of members of the Company is requested to lodge the Second Proxy Form if he/she wishes to appoint proxy/proxies to attend the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the registers of members of the Company.

9. IMPORTANT: A SHAREHOLDER WHO HAS ALREADY LODGED FIRST PROXY FORM WITH THE REGISTERS OF MEMBERS OF THE COMPANY SHOULD NOTE THAT:

   • (i) If no Second Proxy Form is lodged with the registers of members of the Company, the First Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy/proxies so appointed by the shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM other than those referred to in the notice convening the AGM dated 29 April 2010 and the First Proxy Form including, the resolutions for removal and election of additional candidates set out in the supplemental circular as directors.

   • (ii) If the Second Proxy Form is lodged with the registers of members of the Company before the Closing Time, the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.

   • (iii) If the Second Proxy Form is lodged with the registers of members of the Company after the Closing Time, the Second Proxy Form will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy/proxies (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the Second Proxy Form after the Closing Time. If such shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.