Guangshen Railway : • Proxy Form for Use by Holders of H Shares at the 2020 Annual General Meeting

Number of H shares to which this proxy form relates (Note 1)

,

H shares of Guangshen Railway Company Limited (the "Company"), hereby appoint

(Note 3)

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

(Stock Code: 00525)

Proxy Form for Use by Holders of H Shares at

the 2020 Annual General Meeting

I/We (Note 2)

of

being the holder of

THE CHAIRMAN OF THE MEETING/ of

as my/our proxy to attend and vote on my/our behalf at the 2020 annual general meeting of the Company (the "AGM") (or any adjournment thereof) to be held at 9:30 a.m. on Thursday, June 17, 2021, at The Meeting Room, 3/F, No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province, the People's Republic of China, in respect of the resolutions set out in the notice convening the AGM as hereunder indicated and if no indication is given, as my/our proxy thinks fit or abstains at his/her own discretion.

		ORDINARY RESOLUTIONS WITHOUT THE ADOPTION OF		FOR			AGAINST	ABSTAIN
					FROM VOTING
		CUMULATIVE VOTING SYSTEM		(Note 4)			(Note 4)
							(Note 4)
1.		The work report of the board of directors of the Company for the year 2020 be
		and is hereby reviewed and approved.
2.		The work report of the supervisory committee of the Company for the year 2020
		be and is hereby reviewed and approved.
3.		The audited financial statements of the Company for the year 2020 be and are
		hereby reviewed and approved.
4.		The profits distribution proposal of the Company for the year 2020 be and is
		hereby reviewed and approved.
5.		The financial budget of the Company for the year 2021 be and is hereby
		reviewed and approved.
6.		The re-appointment of PricewaterhouseCoopers Zhong Tian LLP and
		PricewaterhouseCoopers as the auditors of the Company for the year 2021 and
		their remunerations be and are hereby reviewed and approved.
7.		The termination of the engagement of Mr. Liu Mengshu as a shareholder
		representative supervisor of the Company be and is hereby reviewed and
		approved.
8.		The termination of the engagement of Mr. Wang Bin as a non-executive director
		of the Company be and is hereby reviewed and approved.
9.		The termination of the engagement of Mr. Guo Xiangdong as an executive
		director of the Company be and is hereby reviewed and approved.
10.		The appointment of Mr. Lei Chunliang as a shareholder representative supervisor
		of the Company be and is hereby reviewed and approved.
		ORDINARY RESOLUTIONS WITH THE ADOPTION OF			NUMBER OF VOTES(Note 5)
		CUMULATIVE VOTING SYSTEM
11.		Resolutions in relation to the appointment of the following directors of the Company:
11.1.		The appointment of Mr. Hu Dan as a non-executive director of the Company by
		adopting the cumulative voting system be and is hereby reviewed and approved.
11.2.		The appointment of Mr. Zhou Shangde as an executive director of the Company
		by adopting the cumulative voting system be and is hereby reviewed and
		approved.
Date:			Signature of shareholder (Note 6):

Notes:

1. Please fill in the number of H shares in the Company registered in your name to which this proxy form relates. Failure to fill in the number of H shares will result in this proxy form being deemed to relate to all H 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 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 or any adjournment thereof (as the case may be). The proxy or proxies need not be a shareholder of the Company. Any alternation made to this proxy form must be signed by the person who signs it.
4. IMPORTANT: IN RESPECT OF THE RESOLUTIONS NO. 1 TO NO. 10, IF YOU WISH TO VOTE FOR ANY OF THEM, PUT A "" IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY OF THEM, PUT A "" IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY OF THEM, 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. The shares abstained will be counted in the calculation of the required majority. A person entitled to more than one vote shall not be required to use all his/her votes or cast all the votes he/she uses in the same way. In the event that all such votes are not cast in the same way, please state the relevant number of shares in the appropriate box(es).
5. IMPORTANT: IN RESPECT OF THE RESOLUTIONS NO. 11.1 AND NO. 11.2, CUMULATIVE VOTING SYSTEM WILL BE ADOPTED IN CARRYING OUT THE VOTING AND THE COUNTING OF VOTING RESULTS REGARDING THESE RESOLUTIONS. PLEASE FILL IN THE "NUMBER OF VOTES" COLUMN WITH THE NUMBER OF VOTES YOU WISH TO CAST FOR CERTAIN DIRECTOR CANDIDATE(S). Set out below are instructions illustrating the voting method using cumulative voting system in respect of Resolutions No. 11.1 and No. 11.2. Please fill in your intention of voting in accordance with the following instructions:
6. 1. in relation to Resolutions No. 11.1 and No. 11.2, for every share held by you, you will have the same number of votes which equals the number of directors to be elected. For example, if you are holding 1 million shares and 2 directors are to be elected at the AGM, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million votes) for the voting of Resolutions No. 11.1 and No. 11.2;
   2. you may cast all your votes on one candidate or cast any portion of your votes on different candidates in any combination. Please fill in the number of votes you wish to cast for certain candidate(s) in the "NUMBER OF VOTES" column. For example, if you are holding 1 million shares, the total number of your votes regarding Resolutions No. 11.1 and No. 11.2 is 2 million. You may choose to cast the 2 million votes equally amongst the 2 candidates, or to cast all your 2 million votes on one candidate, or cast 1.5 million votes on candidate A and 0.5 million votes on candidate B, etc.;
   3. when the total number of your votes, representing the total number of shares held by you multiplied by the total number of directors to be elected, are used up after voting for a candidate, you will have no votes remaining to be cast on the other candidate. The total number of votes you cast on the candidates shall not exceed the aggregate number of votes to which you are entitled;
   4. please note that when the total number of votes you cast on one candidate/both candidates exceeds the total number of votes to which you are entitled, you shall modify the total number of votes cast by you. Otherwise, all the votes cast by you shall be deemed invalid; when the total number of votes you cast on one candidate/both candidates is less than the total number of votes to which you are entitled, such voting shall be valid and the uncast votes shall be regarded as abstaining votes. For example, if you are holding 1 million shares, the total number of your votes regarding Resolutions No. 11.1 and No. 11.2 is 2 million, (a) if you fill in "2 million votes" in the "NUMBER OF VOTES" column under candidate A, you have used up all the votes to which you are entitled regarding the voting of Resolutions No. 11.1 and No. 11.2, which results in you having no votes remaining to be cast on candidate B. Should you fill in the "NUMBER OF VOTES" column under candidate B with any number of votes (other than 0), all the votes you cast, including the votes you cast on candidate A, shall be invalid; or
   5. 1. if you fill in "0.5 million votes" in the "NUMBER OF VOTES" column under candidate A and "0.5 million votes" in the "NUMBER OF VOTES" column under candidate B, the 1 million votes cast by you shall be valid and the remaining 1 million votes uncast shall be regarded as abstaining votes;
   6. please note that if you mark a "" and also fill in number of votes cast in the "NUMBER OF VOTES" column under certain candidate(s), such number of votes filled in shall prevail for the counting of votes; if you mark a "" without filling in number of votes cast in the "NUMBER OF VOTES" column under certain candidate(s), it shall be deemed that you have cast all your votes to a certain candidate or
   7. 
      allocated all your votes to certain candidates equally. For the avoidance of doubt, you are not required to mark a "" in the "NUMBER OF VOTES" column in respect of Resolutions No. 11.1 and No. 11.2; instead, you should fill in the "NUMBER OF VOTES" column with the
      number of votes you wish to cast for certain candidate(s);
   8. all ballot paper that is not completed, wrongly completed, illegible or uncast shall be deemed as abstention of voting rights and such voting shall be deemed as invalid;
   9. when the total number of votes cast on a certain candidate is more than half of the total number of shares held by all shareholders attending the AGM (before being cumulated), the candidate in question shall be regarded as having been elected. Where the number of elected directors at the AGM is less than the number of directors required to be elected, the second round of voting will be required for election of the remaining director(s) until the number of directors required to be elected is fulfilled; and
   10. when the second round of election is held pursuant to paragraph (vii) above, the calculation of cumulative votes shall be based on the number of director(s) to be elected in the second round of election.
7. This 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 a corporation, this proxy form must be executed under its common seal or under the hand of a director or an attorney of the corporation duly authorized. If the 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 proxy form, together with any notarially certified copy of the power of attorney or any other authority under which the proxy form (if any) 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).
8. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.