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POLL RESULTS OFANNUAL GENERAL MEETING HELD ON 28 JUNE 2024

2024-06-28 00:00:00

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.中国中铁股份有限公司 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 ANNUAL GENERAL MEETING HELD ON 28 JUNE 2024 The board of directors (the “Board” or the “Board of Directors”) of China Railway Group Limited (the “Company”) is pleased to announce that the annual general meeting for the year 2023 of the Company (the “AGM”) was held at the Conference Room China Railway Square No. 69 Fuxing Road Haidian District Beijing PRC at 9:30 a.m. on Friday 28 June 2024 with a combination of on-site and online voting. References are made to the notice of the AGM (the “AGM Notice”) and the circular of the Company (the “Circular”) both dated 29 May 2024. Unless otherwise indicated capitalised terms used herein have the same meanings as those defined in the Circular.I. CONVENING AND ATTENDANCE OF THE AGM As at the date of the AGM the total number of issued shares of the Company was 24750629817 shares (including 20543239817 A shares and 4207390000 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 AGM (the “Proposed Resolutions”). There were no shares entitling the holders to attend and abstain from voting in favour of any of the Proposed Resolutions as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and there were no shares requiring the holders to abstain from voting on the Proposed Resolutions under the Hong Kong Listing Rules. None of the Shareholders has stated his/her intention in the Circular to vote against or to abstain from voting on any of the Proposed Resolutions. There were no shares actually voted but excluded from calculating the poll results of the Proposed Resolutions. A total of 62 shareholders and authorised proxies holding an aggregate of 14087644053 shares (including 12744186301 A shares and 1343457752 H shares) representing 56.918326% of the total issued share capital of the Company were present at the AGM or participated in the online voting. The AGM was chaired by Mr. CHEN Yun the Chairman of the Company. The holding of the AGM 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 AGM all the Proposed Resolutions were voted on by poll via a combination of on-site and online voting.All directors of the Board (except for Mr. CHEN Wenjian an executive director who could not attend due to other work commitment) attended the AGM in person. 1II. POLL RESULTS OF THE AGM The poll results in respect of the Proposed Resolutions are as follows: Resolutions Total number of votes (shares) Ordinary resolutions For Against Abstained 1 To consider and approve the report of the 12676466821 66197682 1521798 board of directors of the Company for the (A shares) (A shares) (A shares) year ended 31 December 2023. 11164420582238456943170000 (H shares) (H shares) (H shares) (97.907846%)(2.058850%)(0.033304%) 2 To consider and approve the report of the 12740855550 1801553 1529198 supervisory committee of the Company for (A shares) (A shares) (A shares) the year ended 31 December 2023. 1329509892107778603170000 (H shares) (H shares) (H shares) (99.877349%)(0.089294%)(0.033357%) 3 To consider and approve the work report of 12740855550 1801553 1529198 independent directors of the Company for the (A shares) (A shares) (A shares) year ended 31 December 2023. 1329509892107778603170000 (H shares) (H shares) (H shares) (99.877349%)(0.089294%)(0.033357%) 4 To consider and approve the 2023 A share 12740855550 1813253 1517498 annual report and the abstract H share annual (A shares) (A shares) (A shares) report and results announcement for the year of 2023 of the Company. 1329509892 10777860 3170000 (H shares) (H shares) (H shares) (99.877349%)(0.089377%)(0.033274%) 5 To cons ider and approve the audi ted 12740855550 1801553 1529198 consolidated financial statements of the (A shares) (A shares) (A shares) Company for the year ended 31 December 2023.1329509892107778603170000 (H shares) (H shares) (H shares) (99.877349%)(0.089294%)(0.033357%) 2Resolutions Total number of votes (shares) Ordinary resolutions For Against Abstained 6 T o c o n s i d e r a n d a p p r o v e t h e p r o f i t 12742677801 624100 884400 distribution plan of the Company for the year (A shares) (A shares) (A shares) ended 31 December 2023. 134345675210000 (H shares) (H shares) (H shares) (99.989285%)(0.004437%)(0.006278%) 7 To consider and approve the proposal 12742677801 612400 896100 regarding the budget plan of the Company (A shares) (A shares) (A shares) for the year of 2024. 134345675210000 (H shares) (H shares) (H shares) (99.989285%)(0.004354%)(0.006361%) 8 To consider and approve (i) the proposal in 12742677801 581000 927500 relation to the engagement of the auditors for (A shares) (A shares) (A shares) 2024 the appointment of Deloitte Touche Tohmatsu as the Company’s international 1340826077 2631675 0 auditor and Deloitte Touche Tohmatsu (H shares) (H shares) (H shares) Certified Public Accountants LLP as the Company’s domestic auditor for 2023 for (99.970611%) (0.022805%) (0.006584%) a term ending at the next annual general meeting of the Company and the aggregate remuneration shall be RMB23.40 million (tax inclusive); and (ii) the proposal in relation to the appointment of internal control auditors for 2024 the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the internal control auditors of the Company for 2024 for a term ending at the next annual general meeting of the Company the remuneration shall be RMB1.60 million (tax inclusive). 9 To consider and approve the proposal on 12685654189 57604612 927500 the salary (remuneration work subsidy) of (A shares) (A shares) (A shares) directors and supervisors of the Company for the year of 2023. 1329555720 13902032 0 (H shares) (H shares) (H shares) (99.485832%)(0.507584%)(0.006584%) 3Resolutions Total number of votes (shares) Ordinary resolutions For Against Abstained 10 To consider and approve the proposal on the 12742055526 601577 1529198 purchase of liabilities insurance for directors (A shares) (A shares) (A shares) supervisors and senior management of the Company for the year of 2024. 1340286752 1000 3170000 (H shares) (H shares) (H shares) (99.962366%)(0.004277%)(0.033357%) 11 To consider and approve the proposal in 12508453166 224178630 11554505 relation to the total amount of the provision (A shares) (A shares) (A shares) of external guarantee by the Company for the second half of 2024 to the first half of 2025. 333471970 922019919 87965863 (H shares) (H shares) (H shares) (91.157365%)(8.136198%)(0.706437%) 12 To consider and approve the proposed 12691837337 51421464 927500 a m e n d m e n t s t o t h e A d m i n i s t r a t i v e (A shares) (A shares) (A shares) Regulations for the Independent Directors of the Company as set out in the Appendix I to 1341289752 2168000 0 the circular of the Company dated 29 May (H shares) (H shares) (H shares) 2024. (99.613016%)(0.380400%)(0.006584%) 13 To consider and approve the proposal 12742450801 839400 896100 regarding The Plan for Shareholders’ Return (A shares) (A shares) (A shares) for 2024 to 2026 of the Company as set out in the Appendix II to the circular of the 1341820178 1000 1636574 Company dated 29 May 2024. (H shares) (H shares) (H shares) (99.976057%)(0.005965%)(0.017978%) 14 To consider and approve the proposed 12553993383 189265418 927500 amendments to the Administrative Measures (A shares) (A shares) (A shares) Governing Related Party Transactions of the Company as set out in Appendix III to the 415662404 927795348 0 circular of the Company dated 29 May 2024. (H shares) (H shares) (H shares) (92.064051%)(7.929365%)(0.006584%) Special Resolution For Against Abstained 15 To consider and approve the proposal in 12742677801 612400 896100 relation to the increase of issuance size (A shares) (A shares) (A shares) of domestic and overseas debt financing instruments. 1314690271 28767481 0 (H shares) (H shares) (H shares) (99.785088%)(0.208551%)(0.006361%) 4As more than 50% of the votes were cast in favour of resolutions 1 to 14 such resolutions were duly passed as ordinary resolutions.As more than two-thirds of the votes were cast in favour of resolution 15 such resolution was duly passed as special resolution.In compliance with the requirements of the Hong Kong Listing Rules the Company’s H share registrar Computershare Hong Kong Investor Services Limited acted as scrutineer for the vote-taking at the AGM.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 convener and the attendees and the voting process of the AGM conformed to the requirements of the relevant laws and regulations including the Company Law of the People’s Republic of China the Rules for Shareholders’ Meetings of Listed Companies and the Articles of Association of the Company. The voting results were lawful and valid.By Order of the Board China Railway Group Limited Tam Chun Chung Company Secretary Beijing the PRC 28 June 2024 As at the date of this announcement the executive directors of the Company are Mr. 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 of the Company are Mr. CHUNG Shui Ming Timpson Mr. ZHANG Cheng and Mr. XIU Long. 5