China Railway : NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

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中國中鐵股 份有限公司

CHINA RAILWAY GROUP LIMITED

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 390)

NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 First Extraordinary General Meeting ("EGM") of China Railway Group Limited (the "Company") will be held at Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Wednesday, 30 October 2019 at 9:30 a.m. to consider and approve the following as appropriate:

By way of ordinary resolution:

1. To consider and approve the election of Mr. Chen Yun as an executive director of the Company with term of office commencing from the date of approval of relevant resolution at the EGM until the expiry of the term of office of the fourth session of the board of directors of the Company.

By way of special resolution:

2. To consider and approve the proposed amendments to the procedural rules for the supervisory committee of the Company as set out in the Appendix II to the circular of the Company dated 13 September 2019.

By Order of the Board of

China Railway Group Limited

He Wen

Tam Chun Chung

Joint Company Secretaries

Beijing, the PRC

13 September 2019

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Notes:

1. Closure of register of members and eligibility for attending the EGM
   Shareholders who submit their share transfer application forms to the Company's share registrar before close of business on Wednesday, 9 October 2019 and become registered as shareholders on the register of members of the Company are entitled to attend the EGM.
   Holders of the Company's H shares are advised that the register of members will be closed from Thursday, 10 October 2019 to Wednesday, 30 October 2019 (both days inclusive). Holders of H shares whose names appear on the register of members of the Company maintained in Hong Kong at the close of business on Wednesday, 9 October 2019 are entitled to attend the EGM.
   Holders of H shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong at or before 4:30 p.m., Wednesday, 9 October 2019.
2. Registration procedures for attending the EGM
   Shareholders attending the EGM in person or by proxy shall present their identity certification. If the attending shareholder is the authorised legal representative of a company's shareholder, the board of directors or other decision-making authority, then such attending shareholder shall present a copy of the relevant resolution of the board of directors or other decision-making authority appointing it as its authorised legal or official representative in order to attend the EGM on behalf of such company.
3. Notice of attendance
   Shareholders who intend to attend the EGM in person or by proxy should return the reply slip in person, by post or by facsimile to the Company's Board of Directors' Office or Computershare Hong Kong Investor Services Limited on or before Wednesday, 9 October 2019.
   The Company's Board of Directors' Office is located at Room 511, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing 100039, PRC (Contact Persons: Ms. DUAN Yinhua/Mr. LI Qiang, Tel: [phone], Fax: [phone]).
   The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: [phone], Fax: [phone]).
4. Proxy
   Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in their stead. A proxy need not be a shareholder of the Company.
   The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorised attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisations document must be notarised.
   To be valid, the proxy form (and if such proxy form is executed by a person under a power of attorney or other authorisation documents, then together with such power of attorney or authorisation documents, or a copy thereof certified by a notary) must be delivered to Computershare Hong Kong Investor Services Limited (for holders of H shares) not less than 24 hours before the designated time for the holding of the EGM.
   Completion and return of a form of proxy will not preclude a shareholder from attending in person and voting at the EGM if he so wishes, but in such event the proxy form shall be deemed to be revoked.
5. Other business
   Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

As at the date of this notice, the executive directors of the Company are ZHANG Zongyan (Chairman) and ZHANG Xian; the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and CHUNG Shui Ming Timpson; and the non-executive director is MA Zonglin.

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