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 Target Asset Transfer 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 5 January 2017 for your information.

By Order of the Board

China Railway Group Limited LI Changjin

Chairman

5 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:

H Shares Stock Name:

Announcement No.:

China Railway

China Railway

Lin 2017-001

A Shares Stock Code:

H Shares Stock Code:

Announcement No.:

601390

00390

Lin 2017-001

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 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 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", 600528.SH) 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.

In accordance with requirements of the abovementioned approval, the Company actively cooperated with China Railway Erju to handle matters in relation to the material asset swap and asset purchase through shares offering. As of the date of this announcement, 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. For further information, please refer to related announcement published by China Railway Erju on the same day.

Notice is hereby given.

The Board of Directors of

China Railway Group Limited

6 January 2017

China Railway Group Limited published this content on 06 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 January 2017 14:07:09 UTC.