China Railway : POLL RESULTS OF 2021 FIRST EXTRAORDINARY GENERAL MEETING HELD ON 12 MARCH 2021 AND APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES AND APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND THE CHAIRMAN OF SUPERVISORY COMMITTEE

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CHINA RAILWAY GROUP LIMITED

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

(Stock Code: 390)

ANNOUNCEMENT

POLL RESULTS OF

2021 FIRST EXTRAORDINARY GENERAL MEETING

HELD ON 12 MARCH 2021

AND

APPOINTMENT OF DIRECTORS AND CHANGE IN

COMPOSITION OF BOARD COMMITTEES

AND

APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND

THE CHAIRMAN OF SUPERVISORY COMMITTEE

The board of directors (the "Board" or the "Board of Directors") of China Railway Group Limited (the "Company") is pleased to announce that the 2021 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 Friday, 12 March 2021 with a combination of on-site and online voting.

I. CONVENING AND ATTENDANCE OF THE EGM

As at the date of the EGM, the total number of issued shares of the Company was 24,570,929,283 shares (including 20,363,539,283 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 38 shareholders and authorised proxies holding an aggregate of 13,883,120,352 shares (including 12,476,410,197 A shares and 1,406,710,155 H shares), representing 56.50% of the total issued share capital of the Company, were present at the EGM or participated the online voting. The EGM was chaired by Mr. CHEN Yun, the Chairman of the Company. 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 19 February 2021 were voted on by poll via a combination of on-site and online voting.

II. POLL RESULTS OF THE EGM

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

Ordinary Resolutions	Total number of votes (shares) (%)
Cumulative voting
1	To consider and approve, by way of separate ordinary resolutions, the proposal to elect or re-elect the following candidates as executive directors or non-executive director of the fifth session of the board of directors of the Company for a term of three years commencing immediately after the date of the relevant resolution passed by the EGM until the expiry of the term of office of the fifth session of the board of directors of the Company:
(i)re-elect Mr. CHEN Yun as an executive director of the Company	12,350,196,570 (A Shares) 919,847,627 (H Shares) (95.58%)
(ii)elect Mr. CHEN Wenjian as an executive director of the Company	12,472,332,100 (A Shares) 1,361,407,779 (H Shares) (99.64%)
(iii)re-elect Mr. WANG Shiqi as an executive director of the Company	12,472,332,085 (A Shares) 1,365,488,078 (H Shares) (99.67%)
(iv)elect Mr. WEN Limin as a non-executive director of the Company	12,468,963,177 (A Shares) 1,301,269,147 (H Shares) (99.19%)
2	To consider and approve, by way of separate ordinary resolutions, the proposal to elect or re-elect the following candidates as independent non-executive directors of the fifth session of the board of directors of the Company for a term of three years commencing immediately after the date of the relevant resolution passed by the EGM until the expiry of the term of office of the fifth session of the board of directors of the Company:
(i)elect Mr. ZHANG Cheng as an independent non-executive director of the Company	12,473,602,767 (A Shares) 1,387,548,755 (H Shares) (99.84%)
(ii)re-elect Mr. CHUNG Shui Ming Timpson as an independent non-executive director of the Company	12,281,493,303 (A Shares) 190,495,693 (H Shares) (89.84%)
(iii)elect Mr. XIU Long as an independent non-executive director of the Company	12,473,602,857 (A Shares) 1,387,548,755 (H Shares) (99.84%)

Ordinary Resolution	FOR	AGAINST	ABSTAIN
3	To consider and approve the proposal to elect Mr. JIA Huiping as a shareholder representative supervisor of the fifth session of the supervisory committee of the Company for a term of three years commencing immediately after the date of the relevant resolution passed by the EGM until the expiry of the term of the fifth session of the supervisory committee of the Company.	12,462,667,440 (A Shares) 1,218,975,695 (H Shares) (98.55%)	13,742,757 (A Shares) 187,479,460 (H Shares) (1.45%)	0 (A Shares) 255,000 (H Shares) (0.00%)

As more than 50% of the votes were cast in favour of each of the separate resolutions under 1 and 2, such resolutions were duly passed as separate ordinary resolutions. As more than 50% of the votes were cast in favour of the resolution under 3, such resolution was passed as ordinary resolution.

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 registrar, Computershare Hong Kong Investor Services Limited acted as scrutineer for the vote-taking at the EGM.

• III. LAWYERS' CERTIFICATION

  As certified and stated in the legal opinion issued by Jia Yuan Law Offices, 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.

• IV. APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES

  The Company is pleased to announce that, at the EGM, Mr. CHEN Yun, Mr. CHEN Wenjian and Mr. WANG Shiqi were elected as executive directors of the Company, Mr. WEN Limin was elected as a non-executive director of the Company, Mr. CHUNG Shui Ming Timpson, Mr. ZHANG Cheng and Mr. XIU Long were elected as independent non-executive directors of the Company, with term of office commencing from 12 March 2021 until the expiry of the term of the fifth session of the Board. For biographical details of the directors, please refer to the circular of the EGM dated 19 February 2021.

  The Company also announces that, at the meeting of the Board convened on the same day following the EGM, the Board has approved the change in composition of the strategy committee ("Strategy Committee"), the audit and risk management committee ("Audit and Risk Management Committee"), the remuneration committee ("Remuneration Committee"), the nomination committee ("Nomination Committee") and the safety, health and environmental protection committee ("Safety, Health and Environmental Protection Committee") under the Board. Details of which are as follows:

  1. The Strategy Committee consists of five directors, namely Mr. CHEN Yun, Mr. CHEN

Wenjian, Mr. WANG Shiqi, Mr. CHUNG Shui Ming Timpson and Mr. XIU Long, Mr. CHEN Yun serving as the Chairman.

• 2. The Audit and Risk Management Committee consists of three directors, namely Mr. CHUNG Shui Ming Timpson, Mr. WEN Limin and Mr. ZHANG Cheng, Mr. CHUNG Shui Ming Timpson serving as the Chairman.

• 3. The Remuneration Committee consists of three directors, namely Mr. XIU Long, Mr. WEN Limin and Mr. ZHANG Cheng, Mr. XIU Long serving as the Chairman.

• 4. The Nomination Committee consists of five directors, namely Mr. CHEN Yun, Mr. CHEN Wenjian, Mr. CHUNG Shui Ming Timpson, Mr. ZHANG Cheng and Mr. XIU Long, Mr. CHEN Yun serving as the Chairman.

• 5. The Safety, Health and Environmental Protection Committee consists of five directors, namely Mr. CHEN Wenjian, Mr. WANG Shiqi, Mr. WEN Limin, Mr. ZHANG Cheng and Mr. XIU Long, Mr. CHEN Wenjian serving as the Chairman.

V. APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR AND THE CHAIRMAN OF SUPERVISORY COMMITTEE

The Company is pleased to announce that, at the EGM, Mr. JIA Huiping was appointed as a shareholder representative supervisor of the Company for a term of three years commencing from 12 March 2021 until the expiry of the term of the fifth session of the supervisory committee of the Company ("Supervisory Committee"). For biographical details of Mr. JIA Huiping, please refer to the circular of the EGM dated 19 February 2021.

The Company is also pleased to announce that, at the meeting of the Supervisory Committee convened on the same day following the EGM, Mr. JIA Huiping was elected as the chairman of the Supervisory Committee.

By Order of the Board

China Railway Group Limited

Chen Yun

Chairman

Beijing, the PRC

12 March 2021

As at the date of this announcement, the executive directors of the Company are CHEN Yun (Chairman), Mr. CHEN Wenjian and Mr. WANG Shiqi; the non-executive director of the Company is Mr. WEN Limin; the independent non-executive directors are Mr. CHUNG Shui Ming Timpson, Mr. ZHANG Cheng and Mr. XIU Long.