China Railway : Entering into of the Strategic Cooperation Framework Agreement by China Railway Group Limited

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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)

This overseas regulatory announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the attached Announcement of "Entering into of the Strategic Cooperation Framework Agreement by China Railway Group Limited" published by China Railway Group Limited on the Shanghai Stock Exchange website on 1 February 2016 for your information.

By Order of the Board

China Railway Group Limited LI Changjin

Chairman

1 February 2016

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

A Shares Stock Name: China Railway	H Shares Stock Name: China Railway	Announcement No.: Lin 2016-014
A Shares Stock Code: 601390	H Shares Stock Code: 00390	Announcement No.: Lin 2016-014

Announcement Entering into of the Strategic Cooperation Framework Agreement by China Railway Group Limited

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 joint and several liability for the truthfulness, accuracy and completeness of the contents.

Important Information:

• Major risk and uncertainty on performance: This Agreement is only a guidance document for the three parties to commence strategic cooperation. The specific methods and projects of cooperation will be negotiated and agreed separately. There are therefore still uncertainties in the implementation of this Agreement.

  
  

• Impact on the results of the listed company for the current year: The performance of this Agreement will not have a material impact on the operating results of the Company for the year 2016.

1 Basic Information on the Framework Agreement

On 28 January 2016, the Company (the "Party A") and the People's Government of Hangzhou (the "Party B"), and Everbright Securities Co., Ltd (the "Party C") entered into the strategic cooperation framework agreement (hereinafter, this "Agreement" or this "Framework Agreement").

This Agreement is a cooperative framework agreement and is not required to be submitted to the board of directors or shareholders general meeting of the Company for approval at this stage. Upon confirmation of the details of investment cooperation, the Company will perform relevant decision-making and approval process according to the rules and requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Articles of Association, laws, regulations, regulatory documents and company policies.

1. Main Contents of the Framework Agreement

   
   

   Based on the principle of "Complementarity of Strengths and Development on the Win- Win Basis", the three parties propose to establish strategic cooperative partnership in the area of urban development, infrastructure construction, etc. Party A will consider Party B as a significant cooperative partner in urban comprehensive development and construction area, and Party C as a significant cooperative partner in economic and financial area. Party B and Party C will consider Hangzhou as the key region of strategic development, and will actively support the development of social businesses in Hangzhou to realise cooperation and win-win results.

   
   

   The three parties propose to cooperate through urban development fund and other means in construction of urban infrastructure, public services and other areas with an initial size of RMB100 billion. The specific methods and projects of cooperation will be negotiated and agreed separately. The cooperative modes to be adopted in specific projects may include, without limitation, BOT, EPC and PPP.

   
   

2. Impact on the Company

   
   

   The entering into of this Framework Agreement will not have a material impact on the operating results of the Company for the year 2016. The entering into of this Framework Agreement is in accordance with the strategic development needs of the Company, and the three parties will commence business cooperation as important strategic partners in accordance with the requirements of laws and regulations. The entering into of this Framework Agreement allows the Company to leverage on its business advantage in the area of infrastructure construction, and is beneficial to the Company's long-term development.

   
   

3. Risk Reminder

The entering into of this Framework Agreement has established a solid foundation for the future cooperation between the three parties. However, this Agreement is only a guidance document for the three parties to commence strategic cooperation. Whilst the contents of cooperation has been specified, the specific methods and projects of cooperation will be negotiated and agreed separately, at which point, the Company will, according to the status of the specific projects, fulfill relevant decision-making process and information disclosure obligations in compliance with the law.

Investors should make investments rationally and beware of investment risks.

Notice is hereby given.

The Board of Directors of China Railway Group Limited

2 February 2016