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 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Please refer to the attached "Announcement of China Railway Group Limited on Completion of New Shares Registration Regarding China Railway Erju Company Limited Purchasing Assets Through Shares Offering to China Railway Group Limited" published by China Railway Group Limited on the Shanghai Stock Exchange website on 13 January 2017 for your information.

By Order of the Board

China Railway Group Limited LI Changjin

Chairman

13 January 2017

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 2017-002

A Shares Stock Code: 601390

H Shares Stock Code: 00390

Announcement No.: Lin 2017-002

Announcement of China Railway Group Limited on Completion of New Shares Registration Regarding China Railway Erju Company Limited Purchasing Assets Through Shares Offering to China Railway Group Limited The board of directors of 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 liability for the truthfulness, accuracy and completeness of the contents.

On 4 December 2015 and 21 April 2016, China Railway Group Limited (the "Company") published the Announcement of China Railway Group Limited on the Material Asset Swap and Subscription of Non-publicly Issued Shares of China Railway Erju Company Limited with Assets (Lin 2015-066) and Further Announcement of China Railway Group Limited on the Material Asset Swap and Subscription of Non-publicly Issued Shares of China Railway Erju Company Limited with Assets (Lin 2016-026), respectively, on the Shanghai Stock Exchange website, which announced the material asset swap between the Company and its indirectly controlled subsidiary China Railway Erju Company Limited (the "China Railway Erju") and the subscription of non-publicly issued shares of China Railway Erju with assets.

China Railway Erju received the Approval on China Railway Erju Company Limited Purchasing Assets Through Shares Offering to China Railway Group Limited and Relevant Fundraising (Zheng Jian Xu Ke [2016] No. 2124) issued by China Securities Regulatory Commission on 20 September 2016, approving relevant matters in relation to the material asset restructuring of China Railway Erju.

  1. Target Asset Transfer

    China Railway Erju has completed the formalities of transfer of equity interests and change of business registration regarding acquiring and disposing assets for the material asset restructuring. The Company published the Announcement of China Railway Group Limited on Completion of Target Asset Transfer Regarding China Railway Erju Company Limited Purchasing Assets Through Shares Offering to China Railway Group Limited (Lin 2017-001) on the Shanghai Stock Exchange website on 6 January 2017.

  2. New Shares Registration

    The registration for the issuance of new shares with a total amount of 383,802,693 by China Railway Erju to the Company due to the assets purchase through shares offering has already completed, and the Change of Securities Registration Certificate has been issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on 12 January 2017. Such new shares are shares with selling restrictions and such shares, acquired by the Company through shares offering in exchange for assets, shall not be transferred within 36 months upon the date of completion of the issuance by any means except for transfers as permitted under applicable laws.

  3. Impacts of the Transaction to the Company

After the completion of the transaction, the industrial manufacturing sector of the Company, mainly involving high-end equipment manufacturing, will be integrated into China Railway Erju, which will promote the specialization, scale and platform development of the industrial manufacturing sector so as to enhance the profitability and development potential. The existing business of China Railway Erju, including traditional infrastructure construction, real estate development and sales of materials,

will be transferred to the Company, which will realize the integration of the internal resources and business of the Company and enhance the core competitiveness and profitability of the Company.

For detailed information, please refer to related announcement published by China Railway Erju. Notice is hereby given.

The Board of Directors of

China Railway Group Limited

14 January 2017

China Railway Group Limited published this content on 14 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 January 2017 15:10:01 UTC.