China Railway : POLL RESULTS OF 2016 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 28 JANUARY 2016

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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)

POLL RESULTS OF 2016 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 28 JANUARY 2016

The board of directors (the "Board") of China Railway Group Limited (the "Company") is pleased to announce that the 2016 first extraordinary general meeting of the Company (the "EGM") was held at the Conference Room, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC, at 9:30 a.m. on Thursday, 28 January 2016 with a combination of on-site and online voting.

1. CONVENING AND ATTENDANCE OF THE EGM

   
   

   As at the date of the EGM, the total number of issued shares of the Company was 22,844,301,543 shares (including 18,636,911,543 A shares and 4,207,390,000 H shares), which was the total number of shares entitling the holders to attend and vote for or against all the resolutions proposed at the EGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM. A total of 43 shareholders and authorised proxies, holding an aggregate of 13,304,285,742 shares (including 12,293,968,627 A shares and 1,010,317,115 H shares), representing 58.24% of the total issued share capital of the Company, were present at the EGM. The EGM was chaired by Mr. Li Changjin, the Chairman of the Board. The holding of the EGM was in compliance with the requirements of the Company Law of the People's Republic of China and the articles of association of the Company.

   
   

   At the EGM, all the proposed resolutions set out in the notice of the EGM dated 14 December 2016 were voted on by poll via a combination of on-site and online voting.

2. POLL RESULTS OF THE EGM

   
   

   The poll results in respect of the resolutions proposed at the EGM are as follows:

   
   

   Resolutions		Total number of votes (shares) (%)
   Ordinary resolution		For	Against	Abstained
   1	To consider and approve the election of Mr.	12,293,725,527	16,000	227,100
   	Zhang Zongyan as executive director of the	(A shares)	(A shares)	(A shares)
   	Company with term of office commencing from	1,006,747,663	1,861,452	1,708,000
   	the date of the passing of the resolution at the	(H shares)	(H shares)	(H shares)
   	Company's general meeting until the expiry	(99.971343%)	(0.014112%)	(0.014545%)
   	of the term of office of the third session of the
   	board of the Company.
   Special resolutions		For	Against	Abstained
   2	To consider and approve the proposal on	12,287,482,004	6,265,223	221,400
   	issuing domestic and overseas debt financing	(A shares)	(A shares)	(A shares)
   	instruments.	608,190,653	398,786,462	3,340,000
   		(H shares)	(H shares)	(H shares)
   		(96.928711%)	(3.044520%)	(0.026769%)
   3	To consider, approve, confirm and rectify the	12,293,731,227	16,000	221,400
   	proposal on the increase of the registered capital	(A shares)	(A shares)	(A shares)
   	of the Company from RMB21,299,900,000 to	1,008,606,115	0	1,711,000
   	RMB22,844,301,543 to reflect the Company's	(H shares)	(H shares)	(H shares)
   	completion of the non-public issuance of A	(99.985355%)	(0.000120%)	(0.014525%)
   	shares on 14 July 2015.
   4	To consider, approve, confirm and rectify the	12,293,731,227	16,000	221,400
   	proposal on the proposed amendments to the	(A shares)	(A shares)	(A shares)
   	Articles of Association of China Railway Group	1,005,535,664	1,650,451	3,131,000
   	Limited as set out in Appendix II to the circular	(H shares)	(H shares)	(H shares)
   	of the Company dated 14 December 2015.	(99.962276%)	(0.012526%)	(0.025198%)

   
   

   As more than 50% of the votes were cast in favour of resolution numbered 1, such resolution was duly passed as ordinary resolution. As more than two-thirds of the votes were cast in favour of resolutions numbered 2 to 4, such resolutions were duly passed as special resolutions.

   
   

   In compliance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company's H share register, Computershare Hong Kong Investor Services Limited act as scrutineer for vote-taking at the EGM.

3. LAWYERS' CERTIFICATION

As certified and stated in the legal opinion issued by Jia Yuan Law Firm, the convening and procedures, the qualifications of the attendees and the convener and the voting process of the EGM conformed to the requirements of the law, administrative regulations and the articles of association of the Company. The voting results were lawful and valid.

By Order of the Board

China Railway Group Limited Li Changjin

Chairman

Beijing, the PRC 28 January 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.