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CHINA RAILWAY GROUP LIMITED

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

(Stock Code: 390) ANNOUNCEMENT APPROVAL OF NON-PUBLIC ISSUANCE OF A SHARES FROM SASAC

References are made to the announcement of China Railway Group Limited (the "Company") dated 11 February 2015 and the circular of the Company dated 3 March 2015 in relation to, among others, the proposed non-public issuance of new A shares of the Company (the "Non- Public Issuance").
The Company was notified by China Railway Engineering Corporation ("CRECG"), the controlling shareholder of the Company, that CRECG recently received the "Approval on Certain Matters in Relation to the Non-public Issuance of A Shares of China Railway Group Limited" ( A ) (Guo Zi Chan Quan [2015] No. 109) from the State-owned Assets Supervision and Administration Commission ("SASAC"). SASAC's primary approval relating to the management of state- owned equity in the Non-Public Issuance is set out below:
I. The Non-Public Issuance is approved in principle. The subscription of not less than 20%
of the shares to be issued under the Non-Public Issuance by CRECG in cash is approved.
II. Upon completion of the Non-Public Issuance, the total share capital of the Company will be no more than 22,868,520,000 shares, not less than 53.627% of which will be held by CRECG.
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The implementation of the Non-Public Issuance is still subject to the consideration and approval at the general meeting of the Company and the approval from China Securities Regulatory Commission. The Company will perform its information disclosure obligations with reference to the progress of the abovementioned matters and strictly in accordance with the requirements of relevant laws and regulations on a timely basis.
By order of the Board

China Railway Group Limited

Chairman

LI Changjin

Beijing, the PRC
4 March 2015

As at the date of this announcement, the executive directors of the Company are LI Changjin (Chairman), YAO Guiqing and DAI Hegen; and the independent non-executive directors are GUO Peizhang, WEN Baoman, ZHENG Qingzhi and NGAI Wai Fung.

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