China Railway : ANNOUNCEMENT IN RELATION TO WITHHOLDING TAX IN RESPECT OF 2013 FINAL DIVIDEND CLOSURE OF REGISTER OF HOLDERS OF H SHARES

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.

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

Reference is made to the 2013 annual results announcement of China Railway Group Limited (the "Company") dated 28 March 2014 and the announcement dated 26 June 2014 in respect of the poll results of the 2013 annual general meeting of the Company. The board of directors of the Company (the "Board") wishes to announce further information in relation to the payment of the 2013 final dividend as follows.
The resolution relating to the profit distribution plan of the Company for the year ended 31
December 2013 was approved at the 2013 annual general meeting of the Company. The 2013 final dividend of RMB0.066 per share (including tax) ("2013 Final Dividend") payable to shareholders whose names appear on the register of holders of H shares of the Company at the close of business on Tuesday, 5 August 2014 (the "Record Date") will be paid in Hong Kong dollars. According to the articles of association of the Company, where dividends are to be paid in foreign currencies (i.e. other than in RMB), an exchange rate which equals the average selling rate of such foreign currency to RMB as announced by the People's Bank of China for the calendar week before the date of the announcement of dividend shall be applied. Accordingly, the applicable exchange rate for the purpose of the payment of the 2013 Final Dividend is HK$100 = RMB83.14. As such, the 2013 Final Dividend shall be HK$0.07938 per H share (including tax).
In order to determine the holders of H shares who are entitled to receive the 2013 Final
Dividend, the Company's register of holders of H Shares will be closed from Wednesday, 30
July 2014 to Tuesday, 5 August 2014, both days inclusive, during which period no transfer of
H shares will be effected. Holders of H shares of the Company who wish to receive the 2013
Final Dividend must deposit the transfer documents together with the share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Tuesday, 29 July 2014. The address of the share registrar, Computershare Hong Kong Investor Services Limited, is 17M Floor, Hopewell Centre, 183 Queen's Road
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East, Wanchai, Hong Kong. The 2013 Final Dividend will be paid on or about Tuesday, 19
August 2014 the shareholders whose names appear on the Company's register of shareholders on the Record Date.
In addition, the Board hereby advises on the withholding arrangements regarding enterprise income tax and individual income tax under relevant laws and regulations as follows:

Pursuant to the "Enterprise Income Tax Law of the People's Republic of China" {(

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�f iì'Jil }) and the "Detailed Rules for the Implementation of the Enterprise

Income Tax Law of the People's Republic of China" {(

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l)d1!1{f}) (collectively, the "Enterprise Income Tax Law"), both implemented in 2008,
beginning from 1 January 2008, any Chinese domestic enterprise which pays dividend to a
non-resident enterprise shareholder (i.e. legal person shareholder) in respect of accounting periods beginning from 1 January 2008 shall withhold and pay enterprise income tax for such shareholder. The withholding and payment obligation lies with the payer. Therefore, the Company is required to withhold 10% enterprise income tax when it distributes the 2013
Final Dividend to non-resident enterprise shareholders of H shares as listed on the Company's register of holders of H shares on the Record Date. In respect of all shareholders whose names appear in the Company's register of holders of H shares as at the Record Date who are not individuals (including HKSCC Nominees Limited, corporate nominees or trustees, and other entities or organisations, which are all considered as non-resident enterprise shareholders), the Company will distribute the 2013 Final Dividend after deducting income tax of 10%.
If any resident enterprise (as defined in the Enterprise Income Tax Law) listed on the Company's register of holders of H shares which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not desire to have the Company withhold the said 10% enterprise income tax, it shall lodge with the H share registrar of the Company, Computershare Hong Kong Investor Services
Limited, copies of their certificate of enterprise code for PRC enterprises (��À �f m

��J! ��) or equivalent documents issued by the relevant PRC governmental authorities

certified by a Hong Kong solicitor or accountant to evidence their place of incorporation or
relevant legal documents to evidence that they are PRC incorporated enterprises which are resident enterprises (such term shall have the meaning as defined under the relevant tax rules and regulations of the PRC) at or before 4:30 p.m. on Tuesday, 29 July 2014.

Pursuant to the "PRC Individual Income Tax Law" {(

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"Implementation Regulations of the Individual Income Tax Law" {(

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l)d1!1{f}), the "Tentative Measures on Withholding and Payment of Individual Income

Tax" {(

fmÀ }), the "Notice of the State Administration of Taxation

in relation to the Administrative Measures on Preferential Treatment Entitled by Non-residents
under Tax Treaties (Tentative)" (Guo Shui Fa [2009] No.124) {(

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} �[2009]124 ) ( " Tax Treaties

Administration of Taxation, the individual shareholders who hold the Company's H shares
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and whose names appear on the register of holders of H shares of the Company on the Record Date (the "Individual H Shareholders") shall pay individual income tax at a tax rate of 20% upon their receipt of distribution of dividend from the Company, which shall be withheld and paid by the Company on behalf of the Individual H Shareholders. However, the Individual H Shareholders may be entitled to certain tax preferential treatments pursuant to the tax treaties between the PRC and the countries in which the Individual H Shareholders are domiciled and the tax arrangements between Mainland China and Hong Kong (Macau). The Company will determine the country of domicile of the Individual H Shareholders based on the registered address as recorded in the register of holders of H shares of the Company on the Record Date (i.e. 5 August 2014). Detailed arrangements are as follows:
• for Individual H Shareholders who are Hong Kong and Macau residents and those whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the Individual H Shareholders. Based on the
2013 Final Dividend of RMB0.066 per share (including tax) and the applicable exchange rate as announced in this announcement, the amount of individual income tax to be withheld and paid by the Company on behalf of the Individual H Shareholders will be RMB0.0066 (approximately HK$0.007938) per share;
• for Individual H Shareholders whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of less than 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the Individual H Shareholders. Based on the 2013 Final Dividend of RMB0.066 per share (including tax) and the applicable exchange rate as announced in this announcement, the amount of individual income tax to be withheld and paid by the Company on behalf of the Individual H Shareholders will be RMB0.0066 (approximately HK$0.007938) per share. The Company may apply, on behalf of the Individual H Shareholders, for the underlying preferential tax benefits pursuant to the Tax Treaties Notice, and upon examination and approval by competent tax authorities, the additional amount of tax withheld and paid will be refunded;
• for Individual H Shareholders whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the actual tax rate stipulated in the relevant tax treaty; and
• for Individual H Shareholders whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of 20%, or a country which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the Individual H Shareholders. Based on the 2013 Final Dividend of RMB0.066 per share (including tax) and the applicable exchange rate as announced in this announcement, the amount of individual income tax to be withheld and paid by the Company on behalf of the Individual H Shareholders will be RMB0.0132 (approximately HK$0.0159) per share.
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By order of the Board

Joint Company Secretaries

Beijing, the PRC
15 July 2014

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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