China Railway : OVERSEAS REGULATORY ANNOUNCEMENT AND INSIDE INFORMATION - Announcement of China Railway Group Limited on Results of the Acquisition of Assets by Issuance of Shares of the Company and Changes in Share Capital

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

This overseas regulatory announcement is made pursuant to Rule 13.10B and 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

Please refer to the attached "Announcement of China Railway Group Limited on Results of the Acquisition of Assets by Issuance of Shares of the Company and Changes in Share Capital" published by China Railway Group Limited on the Shanghai Stock Exchange website on 23 September 2019 for your information.

By Order of the Board

China Railway Group Limited

Zhang Zongyan

Chairman

23 September 2019

As at the date of this announcement, 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.

A Share Stock Code: 601390 A Share Stock Name: China Railway	Announcement No. :
H Share Stock Code: 00390 H Share Stock Name: China Railway	Lin 2019-063

Announcement of China Railway Group Limited on

Results of the Acquisition of Assets by Issuance of Shares and Changes in

Share Capital

The board of directors of China Railway Group Limited (the "Company") and all the directors hereby undertake that this announcement does not have any false or misleading statements or any material omissions, and assume the joint and several liabilities for the truthfulness, accuracy and completeness of the contents.

Important Note:

1. Number of Shares to be Issued and the Issue Price

Type of shares: RMB denominated ordinary shares (A shares)

Number of shares to be issued: 1,726,627,740 shares

Issue price: RMB6.75 per share

2. Number of Shares Subscribed for by the Targets of Issuance

		Consideration for	Number of
No.	Counterparty	Shares Issued	Shares
		(RMB)	(Share)
1	China Reform Holdings Corporation Ltd.	2,612,588,402	387,050,131
2	China Great Wall Asset Management Co., Ltd.	2,512,299,431	372,192,507
3	China Orient Asset Management Co., Ltd.	1,507,084,277	223,271,744
4	China Structural Reform Fund Co., Ltd.	1,507,250,712	223,296,399
5	Suida (Jiaxing) Investment Partnership (LLP)	1,202,434,944	178,138,508
6	BOC Financial Asset Investment Co., Ltd.	803,894,398	119,095,464
7	China Cinda Asset Management Co., Ltd.	504,332,683	74,715,953
8	ICBC Financial Asset Investment Co., Ltd.	502,426,250	74,433,517
9	BOCOM Financial Asset Investment Co., Ltd.	502,426,250	74,433,517
	Total	11,654,737,347	1,726,627,740

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3. Arrangement of lock-up period for issuance of shares

The nine counterparties shall not transfer the shares issued thereto within twelve months from the completion date of the issuance of the shares and shall comply with the relevant requirements of China Securities Regulatory Commission (the "CSRC") and the Shanghai Stock Exchange upon expiry of the lock-up period. Upon completion of the issuance, the nine counterparties shall also abide by such requirements in respect of the shares issued thereto as a result of bonus shares and conversion of capital reserve into share capital by the Company.

4. Expected time of listing

The share registration procedure regarding the additional shares issued under the issuance of shares have been completed with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 19 September 2019. The additional shares issued may be listed and traded on the Shanghai Stock Exchange on the next trading day upon the expiry of the lock-up period (the expected listing time shall be postponed to the next trading day if it shall fall on a statutory holiday or non-working day). The lock-up period commences from the completion of the issuance of shares.

5. Transfer of assets

China Railway No. 2 Engineering Group Co., Ltd. ("China Railway No. 2 Engineering"), China Railway No. 3 Engineering Group Co., Ltd. ("China Railway No. 3 Engineering"), China Railway No. 5 Engineering Group Co., Ltd. ("China Railway No. 5 Engineering") and China Railway No. 8 Engineering Group Co., Ltd. ("China Railway No. 8 Engineering") have performed the procedures of industrial and commercial registration of changes for the transfer of assets to be acquired by issuance of shares in accordance with law.

1. OVERVIEW OF THE ISSUANCE
2. 1. Decision-makingprocess and approval procedures of the transaction

1. Decision-making process of China Railway

At the fourteenth meeting of the fourth session of the board of directors of China Railway Group Limited ("China Railway" or the "Company") held on 6 August 2018, the board of directors considered and approved the proposal on the fulfilment of the conditions for the acquisition of assets by issuance of shares of the Company, the proposal on the plan for the acquisition of assets by issuance of shares of the Company, the proposal on the consideration of the "Plan of Acquisition of Assets by Issuance of Shares by China Railway Group Limited" and its summary and other proposals relating to the transaction, approving to enter into this transaction by the Company.

At the sixteenth meeting of the fourth session of the board of directors of China Railway held on 16 October 2018, the board of directors considered and approved the proposal on the plan for the acquisition of assets by issuance of shares of the Company, the proposal on the consideration of "the Report (Draft) on the Acquisition of Assets by Issuance of

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Shares of China Railway Group Limited" and its summary and other proposals relating to the transaction, approving to enter into this transaction by the Company.

At the first extraordinary general meeting of China Railway held on 7 December 2018, the meeting considered and approved the proposal on the plan for the acquisition of assets by issuance of shares of the Company, the proposal on "the Report (Draft) on the Acquisition of Assets by Issuance of Shares of China Railway Group Limited" and its summary and other proposals relating to the transaction, approving to enter into this transaction by the Company.

2. Decision-making process of the counterparties

1. China Reform Holdings Corporation Ltd.'s participation in the acquisition of assets by issuance of shares has been considered and approved by its board of directors.
2. China Great Wall Asset Management Co., Ltd.'s participation in the acquisition of assets by issuance of shares has been considered and approved by its operational decision-making committee.
3. China Orient Asset Management Co., Ltd.'s participation in the acquisition of assets by issuance of shares has been considered and approved by its operational decision-making and related party transaction review committees and approved by the president.
4. China Structural Reform Fund Co., Ltd.'s participation in the acquisition of assets by issuance of shares has been considered and approved by its investment committee.
5. Suida (Jiaxing) Investment Partnership (LLP)'s participation in the acquisition of assets by issuance of shares has been considered and approved by its extraordinary partners meeting.
6. BOC Financial Asset Investment Co., Ltd.'s participation in the acquisition of assets by issuance of shares has been considered and approved by its board of directors.
7. China Cinda Asset Management Co., Ltd.'s participation in the acquisition of assets by issuance of shares has been resolved by its business decision-making committee.
8. ICBC Financial Asset Investment Co., Ltd. has made the Decision to Agree to the Participation in the Market-OrientedDebt-to-Equity Swap of China Railway Group Limited, agreeing to its participation in the acquisition of assets by issuance of shares.
9. BOCOM Financial Asset Investment Co., Ltd. has issued the Business Approval Notice, agreeing to its participation in the acquisition of assets by issuance of shares.

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1. 1. Authorisation and approval by other competent authorities
   1. On 30 November 2018, the State-owned Assets Supervision and Administration Commission of the State Council (the "SASAC") issued the Approval on Matters Related to Assets Restructuring of China Railway Group Limited (GZCQ [2018] No. 869), approving the overall plan of the transaction in principle;
   2. The valuation report of the target assets has been filed with the SASAC;
   3. On 29 May 2019, the Company received from the CSRC the Approval of the Acquisition of Assets by Issuance of Shares of China Railway Group Limited to China Reform Holdings Corporation Ltd. and Other Entities (Zheng Jian Xu Ke [2019] No. 913).
2. Information on the issuance
3. 1. Type and nominal value of the issuance

Type of shares: RMB denominated ordinary shares (A shares)

Nominal value of shares: RMB1.00 per share

2. Number of shares to be issued and targets of issuance

No.	Counterparty	Number of shares (share)
1	China Reform Holdings Corporation Ltd.	387,050,131
2	China Great Wall Asset Management Co., Ltd.	372,192,507
3	China Orient Asset Management Co., Ltd.	223,271,744
4	China Structural Reform Fund Co., Ltd.	223,296,399
5	Suida (Jiaxing) Investment Partnership (LLP)	178,138,508
6	BOC Financial Asset Investment Co., Ltd.	119,095,464
7	China Cinda Asset Management Co., Ltd.	74,715,953
8	ICBC Financial Asset Investment Co., Ltd.	74,433,517
9	BOCOM Financial Asset Investment Co., Ltd.	74,433,517
	Total	1,726,627,740

3. Issue price

The pricing benchmark date in respect of the acquisition of assets by issuance of shares is the resolution announcement date of the first meeting of board of directors of the Company which considered the transaction (the fourteenth meeting of the fourth session of the board of directors). Upon consultation and confirmation by the parties to the transaction, the issue price in respect of the acquisition of assets by issuance of shares is subject to the average trading price of the shares of the listed company for the last 20 trading days prior to the resolution announcement date of the first meeting of board of directors, as the market

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reference price, and is fixed at RMB6.87 per share upon confirmation by the parties, according to the principle of not less than 90% of the average trading price of the shares of the listed company for the last 20 trading days prior to the resolution announcement date of the first meeting of board of directors.

The Proposal on Profit Distribution Plan for the Year Ended 31 December 2018 was considered and approved at the annual general meeting for the year 2018 of the Company to distribute a cash dividend of RMB1.28 per 10 shares (tax inclusive), based on the Company's total share capital of 22,844,301,543 shares as at 31 December 2018, the total amount of such dividend is RMB2,924,070,597.50. The Company will not issue bonus shares or capitalize capital reserve into share capital for the year 2018.

In accordance with the transaction scheme in respect of the acquisition of assets by issuance of shares and the provisions of the Equity Interest Acquisition Agreement and the Supplemental Agreement on the Equity Interest Acquisition Agreement reached by the Company and the parties to the transaction in respect of the transaction, the issue price in the issuance of shares to the parties to the transaction in the transaction is adjusted to be RMB6.75 per share.

4. Arrangement of lock-up period for issuance of shares

The nine counterparties shall not transfer the shares issued thereto within twelve months from the completion date of the issuance of the shares and shall comply with the relevant requirements of CSRC and the Shanghai Stock Exchange upon expiry of the lock-up period. Upon completion of the issuance, the nine counterparties shall also abide by such requirements in respect of the shares issued thereto as a result of bonus shares and conversion of capital reserve into share capital by the Company.

(III) Information on capital verification and share registration

On 12 September 2019, China Audit Asia Pacific Certified Public Accountant LLP issued the Capital Verification Report (China Audit Asia Pacific Yan Zi (2019) No. 020658) and upon its verification, it was of the opinion that China Railway has received the 25.32% equity interest in China Railway No. 2 Engineering, the 29.38% equity interest in China Railway No. 3 Engineering, the 26.98% equity interest in China Railway No. 5 Engineering and 23.81% equity interest in China Railway No. 8 Engineering aggregately held by certain investors including China Reform Holdings Corporation Ltd. for the purpose of capital contributions, and has completed the formalities for the change in industrial and commercial registration. Upon completion of the above change, China Railway has the aggregated registered capital of RMB24,570,929,283 and the paid-in capital of RMB24,570,929,283.

According to the Change of Securities Registration Certificate issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 19 September 2019, as at 19 September 2019, China Railway has completed the registration of new shares in respect of the acquisition of assets by issuance of shares.

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(IV) Transfer of assets

On 11 September 2019, upon the approval of Chengdu Administration for Market Regulation, China Railway No. 2 Engineering completed the industrial and commercial registration for the change in respect of the transfer of 25.32% equity interest in China Railway No. 2 Engineering to China Railway and obtained the Business License (unified social credit code: 91510100MA61RKR7X3) replaced and issued by Chengdu Administration for Market Regulation. After the industrial and commercial registration for the change, the Company has obtained 100% equity interest in China Railway No. 2 Engineering and China Railway No. 2 Engineering has become a wholly-owned subsidiary of the Company.

On 10 September 2019, upon the approval of Shanxi Administration for Market Regulation, China Railway No. 3 Engineering completed the industrial and commercial registration for the change in respect of the transfer of 29.38% equity interest in China Railway No. 3 Engineering to China Railway and obtained the Business License (unified social credit code: 91140000110104513E) replaced and issued by Shanxi Administration for Market Regulation. After the industrial and commercial registration for the change, the Company has obtained 100% equity interest in China Railway No. 3 Engineering and China Railway No. 3 Engineering has become a wholly-owned subsidiary of the Company.

On 11 September 2019, upon the approval of Guizhou Administration for Market Regulation, China Railway No. 5 Engineering completed the industrial and commercial registration for the change in respect of the transfer of 26.98% equity interest in China Railway No. 5 Engineering to China Railway and obtained the Business License (unified social credit code: 91520000214400165L) replaced and issued by Guizhou Administration for Market Regulation. After the industrial and commercial registration for the change, the Company has obtained 100% equity interest in China Railway No. 5 Engineering and China Railway No. 5 Engineering has become a wholly-owned subsidiary of the Company.

On 10 September 2019, upon the approval of Chengdu Administration for Market Regulation, China Railway No. 8 Engineering completed the industrial and commercial registration for the change in respect of the transfer of 23.81% equity interest in China Railway No. 8 Engineering to China Railway and obtained the Business License (unified social credit code: 91510100201973538N) replaced and issued by Chengdu Administration for Market Regulation. After the industrial and commercial registration for the change, the Company has obtained 100% equity interest in China Railway No. 8 Engineering and China Railway No. 8 Engineering has become a wholly-owned subsidiary of the Company.

1. Opinions of the independent financial advisors and the legal advisor

1. Examination opinion of the independent financial advisors

On 23 September 2019, the independent financial advisors engaged by the Company for the transaction, CSC Financial Co., Ltd. and China International Capital Corporation Limited, issued the Independent Financial Advisors' Examination Opinions of CSC Financial Co., Ltd. and China International Capital Corporation Limited on the Implementation of the Acquisition of Assets by Issuance of Shares of China Railway Group

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Limited, and were of the view that:

"The implementation process of the transaction of China Railway is in compliance with the requirements of laws, regulations and other normative documents such as the Company Law, the Securities Law and the Administrative Measures for the Restructurings; the transfer formalities for the target assets under the transaction have been completed and China Railway has obtained the proprietary rights to the target assets and completed the capital verification in relation thereto; China Railway has completed the formalities for the registration of new shares in respect of the acquisition of assets by issuance of shares; during the implementation of the transaction, there was no substantial difference between actual situation and the information disclosed previously; during the implementation of the transaction, no funds or assets of the Company were misappropriated by the de facto controller or other related persons, and no guarantee were provided by the Company for the de facto controller or other related persons; as all relevant agreements and undertakings in relation to the transaction have been fulfilled or are being implemented, there is no breach of agreements or undertakings. In view of the foregoing, the independent financial advisors consider that the transaction of China Railway is conducted in a standard manner and in line with the requirements of laws, regulations and other normative documents such as the Company Law, the Securities Law and the Administrative Measures for the Restructurings."

2. Opinion of the lawyer

On 23 September 2019, Beijing Jia Yuan Law Offices, the legal advisor engaged by the Company for the transaction, issued the Legal Opinions of Beijing Jia Yuan Law Offices on the Implementation of the Acquisition of Assets by Issuance of Shares of China Railway Group Limited, and was of the view that:

"The content of the restructuring proposal complies with the provisions of relevant laws and regulations; China Railway has obtained necessary authorisations and approvals in respect of the restructuring, and relevant authorisations and approvals are lawful and effective, and the parties to the transaction may proceed with the restructuring in accordance with the law; the implementation of the restructuring conforms to the relevant agreements entered into between the parties to the transaction and is in line with the requirements of laws, regulations and other normative documents such as the Company Law, the Securities Law and the Administrative Measures for the Restructurings; China Railway and the parties to the transaction are required to proceed with the subsequent matters as stated under Section VIII of the letter of legal opinions and there is no substantial legal obstacle against the process of relevant subsequent matters."

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II. ISSUANCE RESULTS AND SUMMARY OF THE TARGETS OF ISSUANCE

1. Information on issuance results

The share registration procedure regarding the additional shares issued under the issuance of shares have been completed with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 19 September 2019. Subject to trading moratorium, the additional shares issued shall not be transferred within twelve months from the completion date of the issuance of the shares and can be traded on the next trading day upon the expiry of the lock-up period. The expected listing time is 20 September 2020 and shall be postponed to the next trading day if it shall fall on a statutory holiday or non-working day. The detailed results of the issuance are set out as below:

		Number of shares	Lock-up
No.	Counter transacting party	period
subscribed for (share)
		(month)
1	China Reform Holdings Corporation Ltd.	387,050,131	12
2	China Great Wall Asset Management Co., Ltd.	372,192,507	12
3	China Orient Asset Management Co., Ltd.	223,271,744	12
4	China Structural Reform Fund Co., Ltd.	223,296,399	12
5	Suida (Jiaxing) Investment Partnership (LLP)	178,138,508	12
6	BOC Financial Asset Investment Co., Ltd.	119,095,464	12
7	China Cinda Asset Management Co., Ltd.	74,715,953	12
8	ICBC Financial Asset Investment Co., Ltd.	74,433,517	12
9	BOCOM Financial Asset Investment Co., Ltd.	74,433,517	12
	Total	1,726,627,740	-

1. Information on the targets of issuance

1. China Reform Holdings Corporation Ltd.

Name		China Reform Holdings Corporation Ltd.
Company type		Limited liability company (wholly state-owned)
Date	of	1 December 2010
establishment
Legal representative	Zhou Yubo
Registered capital	RMB15,500,000,000
Unified social	credit	91110000717828315T
code
Registered address	6/F, Bo Xing Building, No. 9 Fuxing Road, Haidian District, Beijing
Scope of business	Engaging in the operation and management of the state-owned assets
		within the authorised scope; operation and management of the

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state-owned equity; custody management; capital operation; investment and consultancy in connection with the conduct of the foregoing businesses. (The enterprise shall choose the business to be engaged in and carry out such business activities pursuant to laws; business activities for which approval is required, shall be carried out according to the approved items after approvals by relevant authorities; no business activity which is prohibited and restricted by the industrial policies of the municipality shall be carried out.)

2. China Great Wall Asset Management Co., Ltd.

Name		China Great Wall Asset Management Co., Ltd.
Company type		Company limited by shares (non-listed and state-controlled)
Date	of	2 November 1999
establishment
Legal representative	Shen Xiaoming
Registered capital	RMB51,233,609,796
Unified social	credit	91110000710925489M
code
Registered address	No. 2 Yuetan North Street, Xicheng District, Beijing
Scope of business	Management, investment and disposal of distressed assets of financial
		institutions through acquisition and entrusting; debt-equity swap,
		management, investment and disposal of equity assets; external
		investments; securities dealing; issue of financial debentures, inter-bank
		lending and borrowing, and providing commercial financing to other
		financial institutions; bankruptcy management; financial, investment,
		legal and risk management consultation and advise; asset and project
		assessment; approved asset securitization and custody and liquidation of
		financial institutions; distressed assets of non-financial institutions; other
		businesses approved by the banking regulatory authority of the State
		Council. (The enterprise shall choose the business to be engaged in and
		carry out such business activities pursuant to laws; business activities for
		which approval is required, shall be carried out according to the approved
		items after approvals by relevant authorities; no business activity which is
		prohibited and restricted by the industrial policies of the municipality shall
		be carried out.)

3. China Orient Asset Management Co., Ltd.

Name		China Orient Asset Management Co., Ltd.
Company type		Company limited by shares (non-listed and state-controlled)
Date	of	27 October 1999
establishment
Legal representative	Wu Yue
Registered capital		RMB68,242,786,326

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Unified social credit 911100007109254543 code

Registered address No. 410 Fuchengmennei Avenue, Xicheng District, Beijing

Scope of business Management, investment and disposal of distressed assets of financial institutions through acquisition and entrusting; debt-equity swap, management, investment and disposal of equity assets; external investments; securities dealing; issue of financial debentures, inter-bank lending and borrowing, and providing commercial financing to other financial institutions; bankruptcy management; financial, investment, legal and risk management consultation and advise; asset and project assessment; approved asset securitization and custody and liquidation of financial institutions; distressed assets of non-financial institutions; other businesses approved by the banking regulatory authority of the State Council. (The enterprise shall choose the business to be engaged in and carry out such business activities pursuant to laws; business activities for which approval is required, shall be carried out according to the approved items after approvals by relevant authorities; no business activity which is prohibited and restricted by the industrial policies of the municipality shall be carried out.)

4. China Structural Reform Fund Co., Ltd.

Name		China Structural Reform Fund Co., Ltd.
Company type		Company limited by shares (non-listed and state-controlled)
Date	of	22 September 2016
establishment
Legal representative	Zhu Bixin
Registered capital	RMB131,000,000,000
Unified social	credit	91110102MA008DDL0X
code
Registered address	Room F702, Winland International Finance Centre, No. 7 Financial
Street, Xicheng District, Beijing
		Non-public fundraising; equity investment; project investment; asset
		management; investment consultation. ("1. No funds may be raised
		publicly without the approval of the relevant departments; 2. No securities
		products and financial derivatives trading activities may be carried out
		publicly; 3. No loans may be issued; 4. No guarantee for enterprises
		other than the invested enterprises may be provided; 5. No commitment
Scope of business	that the principal of investment is free from loss or commitment for
		minimum gains may be provided to investors". The enterprise shall
		choose the business to be engaged in and carry out such business
		activities pursuant to laws; business activities for which approval is
		required, shall be carried out according to the approved items after
		approvals by relevant authorities; no business activity which is prohibited
		and restricted by the industrial policies of the municipality shall be carried

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		out.)
5.	Suida (Jiaxing) Investment Partnership (LLP)
Name		Suida (Jiaxing) Investment Partnership (LLP)
Company type	Limited liability partnership
Date	of	1 June 2018
establishment
Executive partner	ABC Capital Management Co., Ltd.
Unified social credit	91330402MA2BAD4D27
code
Principal	place of	Room 129-13, Building No. 1, Jijin Town, No. 1856 Nanjiang Road,
business		Nanhu District, Jiaxing, Zhejiang
		Industrial investment and investment management. (For projects which
Scope of business	require approval under the laws, commencement of the operations
		thereof shall be subject to the approval from the relevant authorities.)
6.	BOC Financial Asset Investment Co., Ltd.
Name		BOC Financial Asset Investment Co., Ltd.
Company type	Limited liability company (sole proprietorship)
Date	of	16 November 2017
establishment
Legal representative	Huang Danggui
Registered capital	RMB10,000,000,000
Unified social credit	91110000MA018TBC9L
code
Registered address	15/F, Building C, No. 2 Chaoyangmennei Street, Dongcheng District,
		Beijing
Scope of business	(I) Focusing on debt-to-equity conversion and ancillary supporting
		business; (II) conducting public fund raising from qualified public
		investors for debt-to-equity conversion in accordance with relevant laws
		and regulations; (III) issuance of financial bonds specifically for
		debt-to-equity conversion; (IV) other businesses as approved by the
		CBRC. (The enterprise shall choose the business to be engaged in and
		carry out such business activities pursuant to laws; business activities for
		which approval is required, shall be carried out according to the approved
		items after approvals by relevant authorities; no business activity which is
		prohibited and restricted by the industrial policies of the municipality shall
		be carried out.)
7.	China Cinda Asset Management Co., Ltd.
Name		China Cinda Asset Management Co., Ltd.
Company type	Company limited by shares (listed and state-controlled)

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Date	of	19 April 1999
establishment
Legal representative	Zhang Zi'ai
Registered capital	RMB38,164,535,147
Unified social	credit	91110000710924945A
code
Registered address	Building No. 1, No. 9 Naoshikou Street, Xicheng District, Beijing
Scope of business	(I) Management, investment and disposal of distressed assets of
		financial institutions and non-financial institutions through acquisition and
		entrusting; (II) debt-equity swap, management, investment and disposal
		of equity assets; (III) receivership services; (IV) external investments; (V)
		securities dealing; (VI) issue of financial debentures, inter-bank lending
		and borrowing, and providing commercial financing to other financial
		institutions; (VII) approved asset securitization and custody and
		liquidation of financial institutions; (VIII) financial, investment, legal and
		risk management consultation and advisory; (IX) asset and project
		assessment; (X) other businesses approved by the banking regulatory
		authority of the State Council. (The enterprise shall choose the business
		to be engaged in and carry out such business activities pursuant to laws;
		business activities for which approval is required, shall be carried out
		according to the approved items after approvals by relevant authorities;
		no business activity which is prohibited and restricted by the industrial
		policies of the municipality shall be carried out.)

8. ICBC Financial Asset Investment Co., Ltd.

Name		ICBC Financial Asset Investment Co., Ltd.
Company type		Limited liability company (sole proprietorship invested or controlled by
		non-natural person)
Date	of	26 September 2017
establishment
Legal representative	Zhang Zhenghua
Registered capital	RMB12,000,000,000
Unified social	credit	91320100MA1R80HU09
code
Registered address	19-20/F, Building B, Phase I of Yangzi Science and Innovation Center,
		No. 211, Pubin Road, Jiangbei New District, Nanjing
Scope of business	Focusing on debt-to-equity conversion and ancillary supporting business;
		conducting public fund raising from qualified public investors for
		debt-to-equity conversion in accordance with relevant laws and
		regulations; issuance of financial bonds specifically for debt-to-equity
		conversion; other businesses as approved by the CBRC. (For projects
		which require approval under the laws, commencement of the operations
		thereof shall be subject to the approval from the relevant authorities.)

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9. BOCOM Financial Asset Investment Co., Ltd.

Name		BOCOM Financial Asset Investment Co., Ltd.
Company type		Limited liability company (sole proprietorship invested or controlled by
		non-natural person)
Date	of	29 December 2017
establishment
Legal representative	Zheng Zhiyang
Registered capital	RMB10,000,000,000
Unified social	credit	91310112MA1GBUG23E
code
Registered address	Room 501-1, No. 4 Lane 1369, Lianhang Road, Minhang District,
		Shanghai (pilot enterprise for the implementation of "one business
		license for multiple addresses")
Scope of business	Focusing on debt-to-equity conversion and ancillary supporting business;
		conducting public fund raising from qualified public investors for
		debt-to-equity conversion in accordance with relevant laws and
		regulations; issuance of financial bonds specifically for debt-to-equity
		conversion; other businesses as approved by the CBRC. [For projects
		which require approval under the laws, commencement of the operations
		thereof shall be subject to the approval from the relevant authorities.]

1. CHANGES IN TOP TEN SHAREHOLDERS OF THE COMPANY BEFORE AND AFTER THE ISSUANCE

1. Top ten shareholders of the Company before the issuance

As at 30 June 2019, the shareholdings of the top ten shareholders of the Company are set out below:

Name of shareholders	Number of shares	Shareholding
held (share)	percentage
China Railway Engineering Group Company Limited	11,598,764,390	50.77%
HKSCC Nominees Limited	4,008,595,236	18.27%
China Securities Finance Corporation Limited	683,615,678	2.99%
Guoxin Investment Co., Ltd.	424,904,009	1.86%
Ping An UOB Fund - Ping An Bank - China Universal	278,500,643	1.22%
Capital Management Co., Ltd.
Central Huijin Asset Management Ltd	235,455,300	1.03%
Beijing Chengtong Financial Control Investment Co., Ltd.	162,780,809	0.71%
Boshi Fund - Agricultural Bank of China - Boshi China	131,135,600	0.57%
Securities Financial Asset Management Plan
Yifangda Fund - Agricultural Bank of China - Yifangda	131,135,600	0.57%
China Securities Financial Asset Management Plan

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Name of shareholders		Number of shares		Shareholding
	held (share)		percentage
Dacheng Fund - Agricultural Bank of China - Dacheng	131,135,600	0.57%
China Securities Financial Asset Management Plan
Jiashi Fund - Agricultural Bank of China - Jiashi China	131,135,600	0.57%
Securities Financial Asset Management Plan
Guangfa Fund - Agricultural Bank of China - Guangfa	131,135,600	0.57%
China Securities Financial Asset Management Plan
Central European Fund - Agricultural Bank of China -
Central European China Securities Financial Asset	131,135,600	0.57%
Management Plan
Huaxia Fund - Agricultural Bank of China - Huaxia	131,135,600	0.57%
China Securities Financial Asset Management Plan
Yinhua Fund - Agricultural Bank of China - Yinhua China	131,135,600	0.57%
Securities Financial Asset Management Plan
Southern Fund - Agricultural Bank of China - Southern	131,135,600	0.57%
China Securities Financial Asset Management Plan
Total		18,572,836,465		81.98%

Note 1: The number of 11,598,764,390 shares of the Company held by China Railway Engineering Group Company Limited consists of 11,434,370,390 A shares and 164,394,000 H shares of the Company held by China Railway Engineering Group Company Limited.

Note 2: H shares held by HKSCC Nominees Limited are held on behalf of its various clients, and the number of H shares held by China Railway Engineering Group Company Limited has already been deducted.

1. Top ten shareholders of the Company after the issuance

As at 19 September 2019 (date of registration of the issuance), the total number of shares of the Company increased to 24,570,929,283 shares. The shareholdings of the top ten shareholders of the Company are set out below:

Name of shareholders	Number of shares	Shareholding
held (share)	percentage
China Railway Engineering Group Company Limited	11,598,764,390	47.21%
(Note 1)
HKSCC Nominees Limited (Note 2)	4,008,984,399	16.32%
China Securities Finance Corporation Limited	683,615,678	2.78%
Guoxin Investment Co., Ltd.	424,904,009	1.73%
China Reform Holdings Corporation Ltd.	387,050,131	1.58%
China Great Wall Asset Management Co., Ltd.	372,192,507	1.51%
Ping An UOB Fund - Ping An Bank - China Universal	278,500,643	1.13%
Capital Management Co., Ltd.

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Name of shareholders	Number of shares	Shareholding
held (share)	percentage
Central Huijin Asset Management Ltd	235,455,300	0.96%
China Structural Reform Fund Co., Ltd.	223,296,399	0.91%
China Orient Asset Management Co., Ltd.	223,271,744	0.91%
Total	18,436,035,200	75.03%

Note 1: The number of 11,598,764,390 shares of the Company held by China Railway Engineering Group Company Limited consists of 11,434,370,390 A shares and 164,394,000 H shares of the Company held by China Railway Engineering Group Company Limited.

Note 2: H shares held by HKSCC Nominees Limited are held on behalf of its various clients, and the number of H shares held by China Railway Engineering Group Company Limited has already been deducted.

(III) Effects of the issuance on the control of the Company

Upon completion of the issuance, China Railway Engineering Group Company Limited remains the Company's largest shareholder, and the State-owned Assets Supervision and Administration Commission of the State Council remains the de facto controller of the Company. Therefore, the transaction will not result in changes in the control of the Company.

IV. CHANGES IN THE SHARE CAPITAL OF THE COMPANY BEFORE AND AFTER THE ISSUANCE

According to the Change of Securities Registration Certificate issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited, the changes in the Company's share capital structure before and after the issuance are as follows:

	Before the issuance	After the issuance
Class of shares
Number of	Percentage	Number of	Percentage
	shares (share)	shares (share)
I. Shares subject to trading	-	-	-	-
moratorium
1. RMB denominated ordinary	0	0	1,726,627,740	7.03%
shares (A shares)
Total number of shares
subject to trading	0	0	1,726,627,740	7.03%
moratorium
II. Tradable shares not subject	-	-	-	-
to trading moratorium
1. RMB denominated ordinary	18,636,911,543	81.58%	18,636,911,543	75.85%
shares (A shares)
2. Overseas listed foreign	4,207,390,000	18.42%	4,207,390,000	17.12%
shares (H shares)

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	Before the issuance	After the issuance
Class of shares
Number of	Percentage	Number of	Percentage
	shares (share)	shares (share)
	22,844,301,543	100.00%	22,844,301,543	92.97%
III. Total number of shares	22,844,301,543	100.00%	24,570,929,283	100.00%

V. MANAGEMENT DISCUSSION AND ANALYSIS

The transaction represents acquisition of the non-controlling interests in China Railway No. 2 Engineering, China Railway No. 3 Engineering, China Railway No. 5 Engineering and China Railway No. 8 Engineering, all being controlled subsidiaries of China Railway, and there is no change in the main business scope of China Railway. Any future improvement of the operating results of China Railway No. 2 Engineering, China Railway No. 3 Engineering, China Railway No. 5 Engineering and China Railway No. 8 Engineering and positive effects of the alleviation of their financial burden will help increase the net assets and net profit attributable to shareholders of the Company and create more value for all shareholders of the Company. For details of the impact of the transaction on the Company, please refer to the Report on the Acquisition of Assets by Issuance of Shares of China Railway Group Limited (revised) as disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 31 May 2019.

VI. INTERMEDIARIES PROVIDING PROFESSIONAL OPINIONS

1. Independent financial advisors

1. CSC Financial Co., Ltd.

Registered address: Building No. 4, No. 66 Anli Road, Chaoyang District, Beijing

Legal representative: Wang Changqing

Tel: [phone]

Fax: [phone]

Handled by: Lyu Xiaofeng, Guo Yingying, Zeng Kunjie, Zhong Ben, Li Zhiqiang, Wang Jian, Gao Xudong, Shi Jiwei

2. China International Capital Corporation Limited

Registered address: 27/F and 28/F, China World Tower 2, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing

Legal representative: Ding Xuedong

Tel: [phone]

16

Fax: [phone]

Handled by: Ma Qinghai, Xing Qian, Tan Xiao, Long Hai, Shi Yang, Chen Xiaoang, Zhou Guanyu, Chen Fang

1. Legal advisor

Name: Jia Yuan Law Offices

Registered address: F408, Ocean Plaza, No. 158 Fuxingmennei Street, Xicheng District, Beijing

Legal representative: Guo Bin

Tel: [phone]

Fax: [phone]

Handled by: Yan Yu, Huang Na

(III) Auditor

1. China Audit Asia Pacific Certified Public Accountant LLP

Registered address: 22/F, Qingyun Dangdai Building, Building No. 9, Manting Fangyuan, Qingyun Li, Haidian District, Beijing

Executive partner: Hao Shuping

Handled by: Li Yansheng, Wu Hemin

Tel: [phone]

Fax: [phone]

2. PricewaterhouseCoopers Zhong Tian LLP

Registered address: Room 01, Unit 507, DBS Bank Tower, No. 1318 Lujiazui Ring Road, China (Shanghai) Pilot Free Trade Zone

Executive partner: Li Dan

Handled by: Wang Lei, Chen Jing

Tel: [phone]

17

Fax: [phone]

(IV) Asset valuer

1. Name: Zhongshuizhiyuan Assets Appraisal Co., Ltd

Registered address: Room 737, 7/F, Zhixing Building, No. 3 Shangyuan Village, Haidian District, Beijing

Legal representative: Jiang Jianying

Handled by: Song Shuli, Liu Junhong, Tian Rui, Zhang Shumin, Li Ning, Shen Jingyan, Ma Songqing, Rao Jie

Tel: [phone]

Fax: [phone]

VII. DOCUMENTS FOR INSPECTION

1. Capital Verification Report (China Audit Asia Pacific Yan Zi (2019) No. 020658) issued by China Audit Asia Pacific Certified Public Accountant LLP;
2. Change of Securities Registration Certificate issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited;
3. Report on Implementation of the Acquisition of Assets by Issuance of Shares of China Railway Group Limited;
4. Independent Financial Advisors' Examination Opinions of CSC Financial Co., Ltd. and China International Capital Corporation Limited on the Implementation of the Acquisition of Assets by Issuance of Shares of China Railway Group Limited;
5. Legal Opinions of Beijing Jia Yuan Law Offices on the Implementation of the Acquisition of Assets by Issuance of Shares of China Railway Group Limited.

Announcement is hereby given.

The Board of Directors of

China Railway Group Limited

24 September 2019

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