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.

CHINA RAILWAY GROUP LIMITED

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

(Stock Code: 390) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2015 First Extraordinary General Meeting (the "EGM") of China Railway Group Limited (the "Company"), will be held at Conference Room, Block A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing, PRC on Tuesday, 31 March 2015 at 2:00 p.m., to consider and, if thought fit, pass the following resolutions. A circular containing details of the following resolutions will be dispatched to the shareholders of the Company in accordance with Rule 19A.39A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") on or before 6 March 2015. By way of special resolutions:

1. To consider and approve the proposal on granting a general mandate to issue new shares to the board of directors of the Company (the "Board"), details of which are as follows:
(i) the Board be and is hereby unconditionally given approval to exercise, during the Relevant Period (as defined below), all powers of the Company to separately or concurrently issue and deal with new A shares and new H shares (collectively, the "New Shares") of the Company which shall not exceed 20% of the respective amounts of existing A shares and H shares of the Company as at the date of passing this special resolution;
(ii) pursuant to the approval under paragraph (i) above, the Board be and is hereby authorised to enter into or make, during the Relevant Period, offers, agreements and/or options, under which the New Shares to be allotted and issued are required or may be required to be allotted and issued during or after the expiry of the Relevant Period, and the Board be and is hereby authorised to issue and deal with the New Shares that are required or may be required to be allotted and issued under such offers, agreements and options;
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(iii) after the issuance of the New Shares pursuant to this special resolution, the Board be and is hereby authorised to deal with all matters relating to the increase in the registered capital of the Company and to make such appropriate and necessary amendments to the articles of association of the Company relating to the share capital, the shareholding structure and the registered capital and other relevant things as they think fit and necessary, to complete domestic and overseas statutory procedures for approval, registration, and filing, and to take any other action and complete any formality required to effect the issuance of New Shares pursuant to this special resolution and the increase in the registered capital of the Company. The Board be and is hereby authorized to re-delegate the authorization herein to the persons delegated by the Board to sign, execute, modify, complete, submit all agreements, contracts and documents in relation to the allotment and issuance of and dealing with the New Shares under the general mandate, unless otherwise stipulated by laws or regulations; and
(iv) for the purpose of this special resolution, "Relevant Period" means the period from the date of passing this special resolution until the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the 12-month period from the date of passing of this special resolution; and
(c) the date on which the authorization granted to the Board in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in general meeting;
2. To consider and individually approve each of the following items in relation to the proposed non-public issuance of A shares of the Company to target investors (the "Non-Public Issuance") (Note 1):
(i) Class and nominal value of the shares to be issued
(ii) Method of issuance
(iii) Target subscribers and method of subscription
(iv) Number of A shares to be issued
(v) Issue price and pricing principles
(vi) Lock-up arrangement
(vii) Amount and use of proceeds
(viii) Place of listing
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(ix) Accumulated profit distribution prior to the Non-Public Issuance
(x) Valid period of the resolutions regarding the Non-Public Issuance
3. To consider and approve the proposal on the plan of the non-public issuance of A shares of the Company (Note 2);
4. To consider and approve the proposal of entering into a conditional subscription agreement by the Company with China Railway Engineering Corporation ("CRECG") (the "CRECG Subscription Agreement") (Note 3);
5. To consider and approve the proposal on the matters relating to the connected transactions in respect of the non-public issuance of A shares of the Company (Note 4);
6. To consider and approve the proposal to authorize the Board, the Chairman and the relevant authorized persons to deal with at their sole discretion matters in connection with the Non-Public Issuance, including but not limited to:
(i) to authorize the Chairman and the persons delegated by the Chairman to be responsible for all the matters in relation to the Non-Public Issuance, including but not limited to the determination of the timing, actual number of A shares to be issued, commencement and completion dates of the issue, issue price and target placee(s), and the appointment of the sponsor, the joint lead underwriters, domestic and overseas legal advisers and other relevant professional agencies;
(ii) to authorize the Chairman and the persons delegated by the Chairman to open a special account for the proceeds from the Non-Public Issuance and to sign any material contracts in relation to the investment projects to be funded with the net proceeds from the Non-Public Issuance;
(iii) to authorize the Chairman and the persons delegated by the Chairman to be responsible for all matters in relation to the submission to, and obtaining all the approvals from, the relevant domestic and overseas regulatory authorities in respect of the Non-Public Issuance, the production, preparation, modification, perfection and execution of all the relevant documents and files in relation to the Non-Public Issuance, the execution of all relevant contracts, agreements and any other documents in relation to the Non-Public Issuance (including but not limited to the entering into of the engagement agreements with relevant professional agencies);
(iv) to authorize the Board to make adjustments to the specific arrangements in relation to the investment projects to be funded by the net proceeds from the Non-Public Issuance pursuant to the resolutions to be passed at the EGM;
(v) to authorize the Chairman and the persons delegated by the Chairman to be responsible for the capital verification procedures in relation to the Non-Public Issuance;
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(vi) to authorize the Chairman and the persons delegated by the Chairman to be responsible for the relevant procedures in relation to the subscription, registration, lock-up of shares and the listing of shares on the Shanghai Stock Exchange following completion of the Non-Public Issuance;
(vii) to authorize the Board to make adjustments to the terms of the Non-Public Issuance and the proposed use of proceeds from the Non-Public Issuance in accordance with relevant rules and regulations of the PRC, the requirements of the governmental and securities regulatory authorities (including their review opinions and feedback on the terms of the Non-Public Issuance), marke t conditions and actual operating conditions of the Company and continue to handle the matters in relation to the Non-Public Issuance, in the event there are any changes in laws, regulations, the policies in relation to the Non-Public Issuance to be made by securities regulatory authorities and the market conditions (unless such matters should be approved by the Shareholders in general meeting pursuant to the relevant laws and regulations and the articles of association of the Company);
(viii) to authorize the Chairman and the persons delegated by the Chairman to make consequential amendments to the articles of association of the Company following the completion of the Non-Public Issuance and to be responsible for dealing with the procedures in relation to obtaining necessary approvals and permissions and all procedures in relation to the registration of the change of the registered capital of the Company;
(ix) to authorize the Chairman and the persons delegated by the Chairman to be responsible for any other relevant matters in relation to the Non-Public Issuance; and
(x) the above authorizations shall be valid for a term of 12 months from the date of passing this special resolution.
7. To consider and approve the proposal on proposed amendments to The Articles of

Association of China Railway Group Limited (Note 5);

8. To consider and approve the proposal on proposed amendments to The Procedural Rules for Shareholders' Meeting of China Railway Group Limited (Note 5);

By way of ordinary resolutions:

9. To consider and approve the proposal on the fulfilment of the conditions for the non-public issuance of A shares by the Company (Note 6);
10. To consider and approve the reports on the use of proceeds from previous fund raising exercise of the Company (Note 5);
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11. To consider and approve the feasibility analysis report on use of proceeds from the non-public issuance of A shares of the Company (Note 5); and
12. To consider and approve the proposal regarding The Plan for Shareholders' Return for

2015-2017 of China Railway Group Limited (Note 5).

By order of the Board

Yu Tengqun Tam Chun Chung

Joint Company Secretaries

Beijing, the PRC
11 February 2015

Notes:

1. The Non-Public Issuance is conditional upon, among others, obtaining necessary approvals from the State-owned Assets Supervision and Administration Commission of the State Council of the PRC ("SASAC") and the China Securities Regulatory Commission ("CSRC"). 2. Major contents of the proposal on the plan of the non-public issuance of A shares by the Company have been set out in relevant sections of the announcement of the Company dated 11 February 2015. For the full text of the proposal on the plan of the non-public issuance of A shares by the Company, please refer to the relevant announcement made by the Company on the websites of the Shanghai Stock Exchange and the Company on 11 February 2015. 3. Proposed subscription for new A Shares by CRECG and the CRECG Subscription Agreement

Reference is made to the announcement dated 11 February 2015.

CRECG holds 11,950,010,000 A shares of the Company, representing approximately 56.10% of the total issued shares of the Company as at the date of this notice, and therefore, is a connected person of the Company. Accordingly, the placing and issue of new A shares to CRECG pursuant to the CRECG Subscription Agreement constitutes a connected transaction of the Company and is subject to the announcement, circular and shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules. CRECG and its associates shall abstain from voting on the above special resolutions numbered 4 and 5 at the EGM. Furthermore, CRECG, being one of the target subscribers, is considered to have a material interest in the Non-Public Issuance. CRECG and its close associates shall therefore abstain from voting on the above special resolutions numbered 2 and 3 at the EGM.

This resolution shall not be implemented without obtaining necessary approvals from SASAC and CSRC.

4. For the full text of the proposal on the matters relating to the connected transactions in respect of the non-public issuance of A shares of the Company, please refer to the relevant overseas regulatory announcement of the Company dated 11 February 2015. 5. A circular containing further details in relation to the relevant resolutions will be despatched to shareholders as soon as practicable and in any event by no later than 6 March 2015.

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6. For the full text of the proposal on the fulfilment of the conditions for the non-public issuance of A shares by the Company, please refer to the relevant overseas regulatory announcement of the Company dated 11

February 2015.

7. Closure of register of members and eligibility for attending the EGM

Shareholders who submit their share transfer application forms to the Company's share registrar before close of business on Wednesday, 11 March 2015 and become registered shareholders on the register of members of the Company are entitled to attend the EGM.

Holders of the Company's H shares are advised that the register of members will be closed from Thursday, 12 March 2015 to Tuesday, 31 March 2015 (both days inclusive). Holders of H shares whose names appear on the register of members of the Company maintained in Hong Kong at the close of business on Wednesday, 11 March 2015 are entitled to attend the EGM.

Holders of H shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong at or before 4:30 p.m., Wednesday, 11 March

2015.

8. Registration procedures for attending the EGM

Shareholders or their proxies attending the EGM shall present their identity certification. If a legal person shareholder of the Company appoints its corporate representative to attend the EGM, such representative shall present his identity certification and a copy of the relevant resolution passed by the board or other decision making authority appointing him as its representative before he can attend the EGM on behalf of such company.

9. Notice of attendance

Shareholders who intend to attend the EGM in person or by proxy shall return the reply slip in person, by post or by facsimile to the Company's Board of Directors' Office or Computershare Hong Kong Investor Services Limited on or before Wednesday, 11 March 2015.

The Company's Board of Directors' Office is located at Room 511, Building A, China Railway Square, No. 69 Fuxing Road, Haidian District, Beijing 100039, PRC (Contact Persons: Ms. DUAN Yinhua/Mr. LI Qiang, Tel: (8610) 5187 8069/5187 8061, Fax: (8610) 5187 8417).

The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183

Queen's Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

10. Proxy

Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be signed by the shareholder appointing the proxy or his attorney duly authorised by such shareholder in writing.

If the shareholder is a corporate body, the proxy form must be either executed under its common seal or by its director(s) or duly authorised attorney(s). If the proxy form is executed by the shareholder's attorney, the power of attorney authorising that attorney to execute the proxy form on the shareholder's behalf or other authorisations document must be notarised.

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In order to be valid, the instrument appointing a proxy (and if such instrument is signed by the person under a power of attorney or other authorisation documents, then together with such power of attorney or authorisation documents, or a copy thereof certified by a notary) must be delivered to Computershare Hong Kong Investor Services Limited (for holders of H shares) not less than 24 hours before the designated time for the holding of the EGM.

Completion and return of a proxy form shall not preclude a shareholder from attending in person and voting at the EGM if he so wishes, in which event the instrument appointing a proxy shall be deemed to have been revoked.

11. Other business

Shareholders and their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

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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