GSH Guangshen Railway Co Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2014

Commission File Number: 1-14362

 

 

GUANGSHEN RAILWAY COMPANY LIMITED

(Translation of registrant’s name into English)

 

 

No. 1052 Heping Road, Shenzhen

People’s Republic of China 518010

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            )

 

 

 

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EXHIBIT

 

Number		Description of Document
99.1		Overseas Regulatory Announcement Third Quarterly Report for 2014
99.2		Notice of the 2014 Extraordinary General Meeting
99.3		Proxy Form for Use by Shareholders at the 2014 Extraordinary General Meeting

FORWARD-LOOKING STATEMENTS

Certain information contained in this Form 6-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of words or phrases such as “is expected to,” “will,” “is anticipated,” “plan to,” “estimate,” “believe,” “may,” “intend,” “should” or similar expressions, or the negative forms of these words, phrases or expressions, or by discussions of strategy. Such statements are subject to risks, uncertainties and other factors that could cause the registrant’s actual results to differ materially from its historical results and those presently anticipated or projected. A discussion of the most significant risks, uncertainties and other factors is included in the annual report on Form 20-F that the registrant files with the Commission each year.

You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date on which such statements were made. Among the factors that could cause the registrant’s actual results in the future to differ materially from any opinions or statements expressed with respect to future periods include changes in the economic policies of the PRC government, an economic slowdown in the Pearl River Delta region and elsewhere in mainland China, increased competition from other means of transportation, delays in major development projects, occurrence of health epidemics or outbreaks in Hong Kong or China, foreign currency fluctuations and other factors beyond the registrant’s control.

 

2

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		Guangshen Railway Company Limited
Dated: October 29, 2014
		By:		/s/ Guo Xiang Dong
		Name:		Guo Xiang Dong
		Title:		Company Secretary

Exhibit 99.1

 

 

(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 00525)

OVERSEAS REGULATORY ANNOUNCEMENT

THIRD QUARTERLY REPORT FOR 2014

 

 

1.	IMPORTANT NOTICE

 

1.1

The board of directors, supervisory committee, directors, supervisors and senior management of the Company warrant that the contents of this quarterly report are authentic, accurate and complete, and there are no misrepresentations or misleading statements contained in or material omissions from this quarterly report, and severally and jointly accept the related legal responsibility.

 

1.2	All directors of the Company attended the meeting of the board of directors considering this quarterly report.

 

1.3	Mr. Li Wenxin, Chairman of the Company, Mr. Shen Yi, General Manager, Mr. Tang Xiangdong, Chief Accountant and Mr. Lin Wensheng, Head of Finance Department hereby declare that the authenticity, accuracy and completeness of the financial statements contained in this quarterly report are warranted.

 

1.4	The financial statements contained in the third quarterly report for 2014 of the Company has not been audited.

 

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2.	MAJOR FINANCIAL INFORMATION AND CHANGE IN SHAREHOLDERS OF THE COMPANY

 

2.1	Major financial information

Unit: ¥    Currency: RMB

		At the end of this reporting period				At the end of last year				Increase/ decrease compared with the end of last year (%)
Total assets			33,503,616,531				33,231,987,956				0.82
Net assets attributable to shareholders of listed company			26,733,636,956				26,650,541,872				0.31
		From the beginning of the year to the end of the reporting period (January to September)				From the beginning of last year to the end of the reporting period of last year (January to September)				Increase/decrease compared with the same period of last year (%)
Net cash flows from operating activities			1,822,787,064				1,712,940,303				6.41
		From the beginning of the year to the end of the reporting period (January to September)				From the beginning of last year to the end of the reporting period of last year (January to September)				Increase/decrease compared with the same period of last year (%)
Operating revenues			11,039,823,940				11,639,420,255				(5.15	)
Net profit attributable to shareholders of listed company			649,778,044				980,576,549				(33.74	)
Net profits attributable to shareholders of listed company after extraordinary gain or loss			741,753,429				1,057,761,956				(29.88	)
Weighted average return on net assets (%)			2.43				3.75				1.32% decrease
Basic earnings per share (¥/share)			0.092				0.14				(34.29	)
Diluted earnings per share (¥/share)			0.092				0.14				(34.29	)

 

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After extraordinary gain or loss item and amount

Unit: ¥    Currency: RMB

Item		Amount for the period (July to September)				Amount from the beginning of the year to the end of the reporting period (January to September)
Gain or loss on disposal of non-current assets			(22,761,562	)			(124,770,437	)
Government grants included in profit or loss for the period			1,090,927				7,226,643
Reversal of impairment provision for receivables subject to individual impairment assessment test			500				1,000
Other non-operating income and expenses other than the items above			(1,727,883	)			(3,621,504	)
Effect of income tax			5,359,243				29,169,666
Effect of minority interests (after tax)			1,684				19,247
Total			(18,037,091	)			(91,975,385	)

Note: Extraordinary loss is expressed in negative figures.

 

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2.2	Total number of shareholders, shareholding of top ten shareholders at the end of the reporting period

Unit: Share

Total number of shareholders			336,042
Shareholding of top ten shareholders
Name of shareholder (Full name)		Number of shares held at the end of the period				Proportion (%)				Number of shares with selling restriction				Subject to pledge or frozen						Nature of shareholder		Class of shares
														Status of shares		Quantity
Guangzhou Railway (Group) Company			2,629,451,300				37.12				—			None			—			State-owned legal person		A shares
HKSCC NOMINEES LIMITED (Note 1)			1,395,352,781				19.70				—			Unknown			—			Foreign legal person		H shares
Xinhua Life Insurance Company, Ltd. – Dividend – Group Dividend – 018L – FH001 Shanghai			69,628,671				0.98				—			Unknown			—			Other		A shares
Taiyuan Iron & Steel (Group) Co., Ltd.			50,776,147				0.72				—			Unknown			—			State-owned legal person		A shares
Agricultural Bank of China Limited – Franklin Templeton Sealand Flexible Market Value Equity Securities Investment Fund			42,272,636				0.60				—			Unknown			—			Other		A shares
Bank of China — Harvest Shanghai Shenzhen 300 Index Securities Investment Fund			16,780,427				0.24				—			Unknown			86,800			Other		A shares
Li Wei			13,500,000				0.19				—			Unknown			—			Domestic natural person		A shares
Goldman Sachs Asset Management International – Goldman Sachs International China Fund			13,014,908				0.18				—			Unknown			—			Foreign legal person		A shares
Industrial and Commercial Bank of China Limited — Huaxia CSI 300 Trading Open-end Index Securities Investment Fund			12,115,858				0.17				—			Unknown			—			Other		A shares
AU SING KUNG			10,250,000				0.14				—			Unknown			—			Foreign natural person		H shares

 

Statement regarding connected relationship or concerted action of the above shareholders		The Company is unaware whether the above other shareholders are connected or concerted as defined in Measures on Administration of Acquisitions of Listed Companies.

 

Note:		1.		1,395,352,781 H shares of the Company, which accounts for 97.49% of the H share capital in issue of the Company, were held by HKSCC NOMINEES LIMITED in the capacity of various clients;
		2.		The above shares held by the top ten shareholders of the Company are unconditional tradable shares;
		3.		No preference share was issued by the Company as at the end of the reporting period.

 

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3.	SIGNIFICANT EVENTS

 

3.1	Significant changes of key accounting items and financial indicators and reasons for changes

x Applicable    ¨ Not applicable

Unit: ¥    Currency: RMB

Balance sheet item		Item		30 September 2014				31 December 2013				% change				Major reason analysis
(1)		Trade receivables			2,024,706,714				1,554,913,570				30.21			Increase in receivables for provision of railway operation service.
(2)		Other non-current assets			37,605,566				9,402,635				299.95			Increase in prepayment for constructions.
(3)		Tax payable			222,627,796				329,909,584				(32.52	)		Decrease in corporate income tax and business tax payable.
(4)		Interests payable			132,627,226				6,889,726				1,825.00			Increase in accrued yet unpaid bond interests payable.
Statement of profit		Item		January to September 2014				January to September 2013				% change				Major reason analysis
(1)		Business tax and surcharges			62,330,268				289,933,923				(78.50	)		Decrease in business tax after the trial implementation of “business tax replaced with value added tax” policy.
(2)		Income tax expenses			216,330,533				325,402,237				(33.52	)		Decrease in gross profit.
(3)		Net profit attributable to shareholders of the parent			649,778,044				980,576,549				(33.74	)		Decrease in revenues from operation of the Company resulted from the effects of slowdown in the macro-economic growth, fierce competition in the transportation industry and the trial implementation by railway transportation of “business tax replaced with value added tax” policy.
Cash flow statement		Item		January to September 2014				January to September 2013				% change				Major reason analysis
(1)		Cash received relating to other operating activities			93,448,557				57,352,235				62.94			Increase in rail pass deposit, other securities and other deposits received.
(2)		Cash received relating to other investment activities			2,948,694,900				85,100,853				3,364.94			Recovery of fixed deposits with maturity of over three months.

 

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3.2	Progress and impact of significant events and analysis and explanations for solutions

¨ Applicable    x Not applicable

 

3.3	Status of fulfillment of commitments undertaken by the Company and shareholders holding 5% or above

x Applicable    ¨ Not applicable

Commitments of Guangzhou Railway (Group) Company, the largest shareholder of the Company during the reporting period are as follows:

 

1.

As committed at the time of the initial public offer of A shares of the Company in December 2006, Guangzhou Railway (Group) Company and any of its subsidiaries would not engage, directly or indirectly, by any means, in any business activities that may compete with the railway transportation and related businesses of the Company within the service territory of the Company. After the acquisition of the transportation operational assets and businesses of Guangzhou-Pingshi Railway Line, Guangzhou Railway (Group) Company and any of its subsidiaries would not engage in horizontal competition with the Company either.

 

2.

As committed at the time of the initial public offer of A shares of the Company in December 2006, Guangzhou Railway (Group) Company would reduce the number of connected transactions as much as practicable in its operation relations with the Company. For necessary connected transactions, Guangzhou Railway (Group) Company would perform these connected transactions on the basis of openness, justice and fairness without abusing its position as the largest shareholder and behaving in a manner that is detrimental to the interests of the Company.

 

3.

As committed at the time of the initial public offer of A shares of the Company in December 2006, Guangzhou Railway (Group) Company would lease the land of Guangzhou-Pingshi Railway Line to the Company after securing the land by way of licensed operation. Guangzhou Railway (Group) Company and the Company entered into a land lease agreement that became effective on January 1, 2007, pursuant to which, the land use right for the Guangzhou-Pingshi Railway Line was leased to the Company by Guangzhou Railway (Group) Company for a leasing term of 20 years. It was agreed by the two parties that the annual land rent should not exceed RMB74 million.

 

4.

Guangzhou Railway (Group) Company issued an undertaking letter in relation to enhancement on managing unreleased information to the Company in October 2007 to enhance the management of unreleased information.

During the reporting period, the above commitments were fulfilled properly without any existence of breach.

 

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3.4	Caution and explanation as to the anticipated loss of accumulated net profits from the beginning of the year to the end of the next reporting period or significant changes over same period of last year

¨ Applicable    x Not applicable

 

3.5	Effect of the implementation of new accounting standards on the combined financial statements

At the beginning of 2014, the Ministry of Finance issued and amended a series of accounting standards and encouraged early adoption for companies listed outside the PRC. As a listing company issuing both A shares and H shares, the Company has early adopted the aforesaid standards in the preparation of the financial statements for 2013 and the interim financial statements for 2014. For the details of the effects of early adoption of the aforesaid standards on the combined financial statements, please refer to Note 2(29) to the financial statements in the annual report 2013 and the interim report 2014 of the Company.

 

3.6	Implementation of cash dividend policy during the reporting period

On 29 May 2014, the Company convened the 2013 annual general meeting, at which the profit distribution proposal for 2013 was reviewed and approved. It was proposed that based on the total share capital of 7,083,537,000 shares on 31 December 2013, a final cash dividend for 2013 of RMB0.08 (including tax) per share shall be paid to all shareholders. The dividend was declared on 28 July 2014.

 

3.7	Progress on implementation of internal control

In 2014, the Company will strive to perfect its internal control system, regulate the implementation of its internal control system and strengthen the supervision and inspection of internal control, at the same time conduct the self-evaluation and audit of its internal control in accordance with the Basic Standard for Enterprise Internal Control and the Implementation Guidelines for Enterprise Internal Control jointly promulgated by five authorities of the PRC, Section 404 of the United States Sarbanes-Oxley Act and the relevant requirements of the PRC or overseas securities regulatory authorities. As at the end of the reporting period, such works achieved satisfactory progress. The Company will disclose its internal control self-evaluation report and internal control audit report for 2014 when the Annual Report 2014 is published.

 

29 October 2014

 

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4.

APPENDIX

 

4.1

Financial Statements

Combined and Company Balance Sheet

30 September 2014

 

Item		Combined								Company
		Balance at the end of the period				Balance at the beginning of the year				Balance at the end of the period				Balance at the beginning of the year
		(Unaudited)				(Audited)				(Unaudited)				(Audited)
Current assets:
Bank balances and cash			5,304,322,047				4,896,277,598				5,294,088,297				4,884,626,412
Trade receivables			2,024,706,714				1,554,913,570				1,999,116,150				1,547,642,056
Prepayments			62,920,246				73,773,941				62,776,151				73,622,452
Interests receivable			30,436,654				41,336,375				30,311,931				41,286,500
Dividends receivable			—				—				—				4,075,294
Other receivables			156,157,639				129,262,113				220,058,810				171,151,087
Inventories			408,490,042				391,947,450				402,535,782				384,524,210
Total current assets			7,987,033,342				7,087,511,047				8,008,887,121				7,106,928,011
Non-current assets:
Saleable financial assets			53,825,879				53,825,879				52,108,000				52,108,000
Long-term receivables			29,038,916				29,587,715				29,038,916				29,587,715
Long-term equity investment			144,245,180				142,054,205				230,966,639				228,775,664
Fixed assets			23,651,161,339				24,297,688,573				23,560,391,070				24,203,907,990
Construction-in-progress			573,697,832				543,350,403				573,426,832				543,350,403
Intangible assets			646,511,105				662,557,709				619,512,002				634,868,624
Goodwill			281,254,606				281,254,606				281,254,606				281,254,606
Long-term prepaid expenses			25,033,187				33,528,357				24,269,505				32,788,363
Deferred income tax assets			74,209,579				91,226,827				74,102,779				91,120,027
Other non-current assets			37,605,566				9,402,635				34,968,550				9,339,423
Total non-current assets			25,516,583,189				26,144,476,909				25,480,038,899				26,107,100,815
Total assets			33,503,616,531				33,231,987,956				33,488,926,020				33,214,028,826

 

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Combined and Company Balance Sheet Statement (continued)

30 September 2014

 

Item		Combined								Company
		Balance at the end of the period				Balance at the beginning of the year				Balance at the end of the period				Balance at the beginning of the year
		(Unaudited)				(Audited)				(Unaudited)				(Audited)
Current liabilities:
Trade payables			1,923,958,533				1,796,882,621				1,890,611,057				1,774,078,410
Receipts in advance			131,623,681				120,914,297				130,872,206				120,222,872
Staff remuneration payable			181,244,731				229,060,006				179,698,692				227,615,119
Tax payable			222,627,796				329,909,584				216,203,870				324,037,780
Interests payable			132,627,226				6,889,726				132,627,226				6,889,726
Dividends payable			648,502				145,684				117,391				18,671
Other payables			546,646,765				470,695,519				605,382,040				508,349,349
Non-current liabilities due in one year			3,498,180,861				3,492,723,446				3,498,180,861				3,492,723,446
Total current liabilities			6,637,558,095				6,447,220,883				6,653,693,343				6,453,935,373
Non-current liabilities:
Deferred income			89,444,746				90,403,907				89,444,746				90,403,907
Total non-current liabilities			89,444,746				90,403,907				89,444,746				90,403,907
Total liabilities			6,727,002,841				6,537,624,790				6,743,138,089				6,544,339,280
Shareholders’ equity:
Share capital			7,083,537,000				7,083,537,000				7,083,537,000				7,083,537,000
Capital reserves			11,562,776,387				11,562,776,387				11,564,461,609				11,564,461,609
Surplus reserves			2,530,746,611				2,530,746,611				2,530,746,611				2,530,746,611
Retained earnings			5,556,576,958				5,473,481,874				5,567,042,711				5,490,944,326
Total equity attributable to shareholders of the parent			26,733,636,956				26,650,541,872				26,745,787,931				26,669,689,546
Minority interests			42,976,734				43,821,294				—				—
Total shareholders’ equity			26,776,613,690				26,694,363,166				26,745,787,931				26,669,689,546
Total liabilities and shareholders’ equity			33,503,616,531				33,231,987,956				33,488,926,020				33,214,028,826

 

Chairman: Li Wenxin    General Manager: Shen Yi    Chief Accountant: Tang Xiangdong    Head of Finance Department: Lin Wensheng

 

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Combined Statement of Profit

 

Item		Amount for the period (July to September)				Amount for the same period last year (July to September)				Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)
I. Revenues from operation			3,871,694,097				4,013,236,451				11,039,823,940				11,639,420,255
Less: Operating costs			3,047,764,115				3,139,342,293				9,035,236,263				9,095,470,928
Business tax and surcharges			25,740,373				101,416,813				62,330,268				289,933,923
Sales expenses			2,715,064				3,855,856				5,592,988				5,627,281
Management expenses			331,002,516				301,772,205				921,365,699				806,696,129
Finance costs			13,145,547				10,887,354				34,915,491				39,898,571
Assets impairment loss			598,346				36,283				644,293				(5,973,922	)
Add: Gains from investments			917,267				1,317,165				7,094,475				6,201,488
Include: Gains from investments in associates and joint ventures			917,267				1,317,165				2,190,975				1,297,988
II. Profit from operation			451,645,403				457,242,812				986,833,413				1,413,968,833
Add: Non-operating income			1,352,510				3,688,344				8,193,272				6,622,083
Include: Gain from disposal of non-current assets			27,720				2,447,273				100,660				2,447,977
Less: Non-operating expenses			24,751,028				20,640,190				129,358,570				116,805,645
Include: Loss on disposal of non-current assets			22,789,282				18,386,261				124,871,097				112,655,411
III. Gross profit			428,246,885				440,290,966				865,668,115				1,303,785,271
Less: Income tax expenses			107,572,848				109,658,844				216,330,533				325,402,237
IV. Net profit			320,674,037				330,632,122				649,337,582				978,383,034
Net profit attributable to shareholders of the parent			321,057,504				331,499,817				649,778,044				980,576,549
Profit or loss of minority shareholders			(383,467	)			(867,695	)			(440,462	)			(2,193,515	)
V. Other comprehensive income			—				—				—				—
VI. Total comprehensive income			320,674,037				330,632,122				649,337,582				978,383,034
Total comprehensive income attributable to shareholders of the parent			321,057,504				331,499,817				649,778,044				980,576,549
Total comprehensive income attributable to minority shareholders			(383,467	)			(867,695	)			(440,462	)			(2,193,515	)
VII. Earnings per share
(1) Basic earnings per share (¥/share)			0.045				0.047				0.092				0.14
(2) Diluted earnings per share (¥/share)			0.045				0.047				0.092				0.14

 

Chairman: Li Wenxin    General Manager: Shen Yi    Chief Accountant: Tang Xiangdong    Head of Finance Department: Lin Wensheng

 

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Company Statement of Profit

 

Item		Amount for the period (July to September)				Amount for the same period last year (July to September)				Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)
I. Revenues from operation			3,758,432,197				3,881,425,291				10,716,004,056				11,287,264,504
Less: Operating costs			2,965,600,590				3,037,679,325				8,801,700,585				8,823,569,754
Business tax and surcharges			20,053,225				95,388,596				46,034,272				273,976,462
Sales expenses			2,130,050				3,539,936				4,419,732				4,747,541
Management expenses			308,513,125				280,225,943				859,622,171				747,983,167
Finance costs			13,302,185				11,080,857				35,354,922				40,345,962
Assets impairment loss			598,346				81,305				644,293				(5,928,900	)
Add: Gains from investments			2,085,239				1,317,165				8,262,447				6,568,593
Include: Gains from investments in associates and joint ventures			917,267				1,317,165				2,190,975				1,297,988
II. Profit from operation			450,319,915				454,746,494				976,490,528				1,409,139,111
Add: Non-operating income			1,335,292				3,672,568				8,160,986				6,583,715
Include: Gain from disposal of non-current assets			27,720				2,447,273				100,020				2,447,977
Less: Non-operating expenses			24,742,371				20,596,658				129,303,198				116,646,587
Include: Loss on disposal of non-current assets			22,789,282				18,386,261				124,870,572				112,601,175
III. Gross profit			426,912,836				437,822,404				855,348,316				1,299,076,239
Less: Income tax expenses			106,595,274				109,506,981				212,566,971				323,441,754
IV. Net profit			320,317,562				328,315,423				642,781,345				975,634,485
V. Other comprehensive income			—				—				—				—
VI. Total comprehensive income			320,317,562				328,315,423				642,781,345				975,634,485
VII. Earnings per share
(1) Basic earnings per share (¥/share)			N/A				N/A				N/A				N/A
(2) Diluted earnings per share (¥/share)			N/A				N/A				N/A				N/A

 

Chairman: Li Wenxin    General Manager: Shen Yi    Chief Accountant: Tang Xiangdong    Head of Finance Department: Lin Wensheng

 

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Combined and Company Cash Flow Statement

January to September 2014

 

Item		Combined								Company
		Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)				Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)
I. Cash flows from operating activities
Cash received from sales of goods or rendering of services			9,037,771,970				9,177,318,851				8,722,977,885				8,819,456,785
Cash received relating to other operating activities			93,448,557				57,352,235				90,612,289				52,640,008
Sub-total of cash inflows from operating activities			9,131,220,527				9,234,671,086				8,813,590,174				8,872,096,793
Cash paid for goods purchased and services accepted			2,927,001,124				3,483,764,964				2,797,348,529				3,324,564,390
Cash paid to and on behalf of employees			3,585,884,986				3,251,627,248				3,438,733,416				3,102,031,964
Tax paid			697,804,061				684,837,498				673,337,329				664,045,026
Cash paid relating to other operating activities			97,743,292				101,501,073				90,192,662				86,864,364
Sub-total of cash outflows from operating activities			7,308,433,463				7,521,730,783				6,999,611,936				7,177,505,744
Net cash flows from operating activities			1,822,787,064				1,712,940,303				1,813,978,238				1,694,591,049
II. Cash flows from investing activities
Cash received from investment gains			4,903,500				4,903,500				10,146,766				15,814,173
Net cash received from disposal of fixed assets, intangible assets and other long-term assets			155,380				2,963,314				154,740				2,958,482
Cash received relating to other investment activities			2,948,694,900				85,100,853				2,950,040,000				85,032,228
Sub-total of cash inflows from investing activities			2,953,753,780				92,967,667				2,960,341,506				103,804,883
Cash paid to acquire or construct fixed assets, intangible assets and other long-term assets			813,264,712				926,067,351				808,226,176				914,625,567
Net cash paid to acquire subsidiaries and other related operating units			139,897,443				—				139,897,443				—
Cash paid relating to other investment activities			—				109,000,000				—				112,000,000
Sub-total of cash outflows from investing activities			953,162,155				1,035,067,351				948,123,619				1,026,625,567
Net cash flows from investing activities			2,000,591,625				(942,099,684	)			2,012,217,887				(922,820,684	)

 

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Combined and Company Cash Flow Statement (continued)

January to September 2014

 

Item		Combined								Company
		Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)				Amount from the beginning of the year to the end of the reporting period (January to September)				Amount from the beginning of last year to the end of the reporting period (January to September)
III. Cash flows from financing activities
Cash paid for distribution of dividends or profits or repayment of interests			566,584,240				566,674,738				566,584,240				566,674,738
Cash paid relating to other financing activities			150,000				150,000				150,000				150,000
Sub-total of cash outflows from financing activities			566,734,240				566,824,738				566,734,240				566,824,738
Net cash flows from financing activities			(566,734,240	)			(566,824,738	)			(566,734,240	)			(566,824,738	)
IV. Effect of foreign exchange rate changes on cash and cash equivalents			—				—				—				—
V. Net increase in cash and cash equivalents			3,256,644,449				204,015,881				3,259,461,885				204,945,627
Add: Balance of cash and cash equivalents at the beginning of the period			412,677,598				675,012,987				404,626,412				659,459,146
VI. Balance of cash and cash equivalents at the end of the period			3,669,322,047				879,028,868				3,664,088,297				864,404,773

Chairman: Li Wenxin    General Manager: Shen Yi    Chief Accountant: Tang Xiangdong    Head of Finance Department: Lin Wensheng

 

4.2	Audit Report

¨  Applicable     x  Not applicable

 

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Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

 

(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 00525)

NOTICE OF THE 2014 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Guangshen Railway Company Limited (the “Company”) or any adjournment thereof (the “EGM”) will be held at 2:30 p.m. on 16 December 2014 (Tuesday) at the meeting room of the Company at 3/F, No. 1052 Heping Road, Shenzhen, Guangdong Province, the People’s Republic of China (the “PRC”) to consider and, if thought fit, approve the following ordinary resolutions:

ORDINARY RESOLUTIONS

 

1.	THAT the resolution in relation to termination of engagement of Mr. Li Wenxin as an executive director of the board of directors of the Company (the “Board”) be and is hereby reviewed and approved;

 

2.	THAT the resolution in relation to election of Mr. Wu Yong as an executive director of the Board be and is hereby reviewed and approved.

Notes:

 

(1)	Please refer to Appendix I to this notice for arrangements in relation to the proposed changes in directorship and for the biography of Mr. Wu Yong.

 

(2)

For the purpose of determining the list of holders of H shares that are entitled to attend the EGM, the register of members of the Company’s H shares will be closed from 16 November 2014 (Sunday) to 16 December 2014 (Tuesday) (both days inclusive), during which no transfer of H shares will be registered. If any holders of H shares of the Company intend to attend the EGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on 14 November 2014 (Friday). Shareholders of the Company whose names appear on the register of members of the Company at 4:30 p.m. on 14 November 2014 (Friday) or their proxies, are entitled to attend the EGM by presenting their identity cards or passports. Holders of the A shares of the Company will be notified separately regarding the EGM.

 

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(3)	Each shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether a shareholder or not) to attend the meeting and vote on his behalf.

 

(4)	Where a shareholder appoints more than one proxy, his proxies may only exercise the voting right when a poll is taken.

 

(5)

The instrument appointing a proxy must be in writing and signed by the appointer or his attorney duly authorized in writing. lf the appointer is a corporation, the proxy form must be executed under its common seal or under the hand of a director or an attorney of the corporation duly authorised in writing. If the proxy form is signed by an attorney on behalf of the appointer, the power of attorney or relevant instrument must be certified by a notary public. To be valid, the proxy form, together with a notarized and certified copy of the power of attorney or any other authority, must be delivered to the registered address of the Company not less than 24 hours before the commencement of the EGM or any adjournment thereof (as the case may be).

 

(6)	Shareholders who intend to attend the EGM are requested to deliver the attendance confirmation reply form to the registered office of the Company in person, by post or by facsimile on or before 26 November 2014 (Wednesday).

 

(7)	The EGM is expected to last for half a day. Shareholders and proxies attending the EGM shall be responsible for their own travelling, accommodation and other related expenses.

Registered Office of the Company:

No. 1052 Heping Road

Shenzhen, Guangdong Province

The People’s Republic of China

Telephone: 86-755-25588150

Facsimile: 86-755-25591480

 

 

Shenzhen, the PRC

29 October 2014

 

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As at the date of this announcement, the Board of the Company consists of:

Executive Directors

Li Wenxin

Shen Yi

Luo Qing

Non-executive Directors

Sun Jing

Yu Zhiming

Huang Xin

Independent Non-executive Directors

Chen Song

Jia Jianmin

Wang Yunting

 

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APPENDIX I

Proposed Changes in Directorship

The Company received notices from Guangzhou Railway (Group) Company (“GRGC”), being the largest shareholder of the Company holding approximately 37.12% of the issued share capital of the Company as at the date of this notice, that it intended to elect Mr. Wu Yong as an executive director of the seventh session of the Board due to termination of the engagement of Mr. Li Wenxin with the Company as a result of changes in his position.

Biography of the Proposed Director

Wu Yong, aged 50, graduated with a bachelor degree and is a senior engineer with advanced remuneration. From July 1986 to September 2003, Mr. Wu had been an intern, a technical department clerk, an assistant engineer, an engineer, a deputy chief of wiring room and a deputy chief of Suxian Construction Section of Bengbu Branch of Shanghai Railway Bureau and the chief of Huaibei Construction Section, Fuyang Construction Section and Suzhou Construction Section of Bengbu Branch of Shanghai Railway Bureau. From September 2003 to November 2004, he served as an assistant to the chief of Bengbu Branch of Shanghai Railway Bureau. From November 2004 to March 2005, he served as a deputy chief of Bengbu Branch of Shanghai Railway Bureau. From March 2005 to April 2005, he served as the commander of Hewu Railway Construction Headquarters of Shanghai Railway Bureau. From April 2005 to April 2006, he served as an assistant to the chief of Wuhan Railway Bureau. From April 2006 to August 2008, he served as a deputy chief of Wuhan Railway Bureau. From August 2008 to March 2009, he served as an executive deputy chief of Wuhan Railway Bureau. From March 2009 to August 2014, he served as the chief and a deputy secretary of the Party Committee of Chengdu Railway Bureau. From August 2014, he has been serving as the chairman of the board of directors, the general manager and the deputy secretary of the Party Committee of GRGC, the largest shareholder of the Company.

Save as disclosed above, as at the date of this notice, Mr. Wu Yong (i) has not held any directorship in any listed public companies in the three years prior to the date of this notice, the securities of which are listed on any securities market in Hong Kong or overseas; (ii) has no other major appointments or professional qualifications; (iii) has no interest or is not deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong); and (iv) has no relationship with any other directors, supervisors, senior management or substantial or controlling shareholders of the Company (as such terms are defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)).

The term of office of Mr. Wu Yong shall be the remaining term of the seventh session of the Board. In line with the Company’s remuneration and allowance package for the seventh session of the Board, Mr. Wu Yong will not be entitled to any director’s remuneration but will be entitled to an annual allowance of RMB18,000.

Save as disclosed above, there are no other matters concerning the appointment of Mr. Wu Yong that need to be brought to the attention to the shareholders of the Company nor any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

 

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Exhibit 99.3

 

		(a joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 00525)
		Proxy Form for Use by Shareholders at the 2014 Extraordinary General Meeting		Number of shares to which this proxy form relates (Note 1)

I/We ^{(Note 2)}                                          of                                          being the shareholder of Guangshen Railway Company Limited (the “Company”) hereby appoint THE CHAIRMAN OF THE MEETING/                                         ^{(Note 3)} of                                          as my/our proxy to attend and vote on my/our behalf at the 2014 extraordinary general meeting of the Company (or any adjournment thereof) (the “EGM”) to be held at 2:30 p.m. on Tuesday, 16 December 2014, at the meeting room of the Company at 3/F., No. 1052 Heping Road, Shenzhen, Guangdong Province, the People’s Republic of China, in respect of the resolutions set out in the notice convening the EGM as hereunder indicated and if no indication is given, as my/our proxy think fit or abstain at his/her own discretion.

 

RESOLUTIONS				FOR (Note 4)		AGAINST (Note 4)		ABSTAIN FROM VOTING (Note 4)
THAT the following ordinary resolutions are reviewed and approved
1.		To review and approve the resolution in relation to termination of engagement of Mr. Li Wenxin as an executive director of the board of directors of the Company
2.		To review and approve the resolution in relation to election of Mr. Wu Yong as an executive director of the board of directors of the Company

 

Date:              2014		Signature of the shareholder (Note 5):

Notes:

 

1.	Please fill in the number of shares in the Company registered in your name to which this proxy form relates. Failure to fill in the number of shares will result in this proxy form being deemed to relate to all shares in the Company registered in your name.

2.	Full name(s) and address(es) must be inserted in BLOCK LETTERS.

3.

If any proxy other than the chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING/” and insert the name and address of the proxy you intend to appoint in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote at the EGM or any adjournment thereof (as the case may be). The proxy or proxies need not be a member of the Company. Any alternation made to this proxy form must be signed by the person who signs it.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A “ü” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A “ü” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PUT A “ü” IN THE BOX MARKED “ABSTAIN FROM VOTING”. Failure to complete the boxes will entitle your proxy to cast your vote(s) as “FOR”, “AGAINST” or “ABSTAIN FROM VOTING” or to leave your vote(s) blank at his/her discretion. Abstained vote(s) will be counted in the calculation of the required majority. The following will not be treated as valid vote(s) in the calculation of voting results: (1) blank vote(s); (2) illegible and unrecognizable vote(s); and (3) other vote(s) that are not in compliance with requirements under laws and regulations of the People’s Republic of China.

5.

This proxy form must be signed by you or your attorney duly authorized in writing (in which case the written authority appointing such attorney has to be notarially certified) or, if the appointer is corporation, this proxy form must be executed under its common seal or under the hand of a director or an attorney of the corporation duly authorized. If the proxy form is signed by an attorney on behalf of the appointer, the power of attorney or other authority must be notarially certified. To be valid, this proxy form, together with any notarially certified copy of the power of attorney or any other authority under which the proxy form (if any) is signed must be lodged at the registered address of the Company not less than 24 hours before the commencement of the EGM or any adjournment thereof (as the case may be).

6.	Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

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(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 00525)

Attendance Confirmation Reply Form for the 2014 Extraordinary General Meeting

Pursuant to the Articles of Association of Guangshen Railway Company Limited (the “Company”) and the Company Law of the People’s Republic of China and relevant regulations, shareholders of the Company who intend to attend the 2014 extraordinary general meeting of the Company (or any adjournment thereof) (the “EGM”) to be held at 2:30 p.m. on Tuesday, 16 December 2014, at the meeting room of the Company at 3/F, No. 1052 Heping Road, Shenzhen, Guangdong Province, the People’s Republic of China, shall complete the following attendance confirmation reply form.

 

Name				Number of shares held
Identity card number/passport number				Telephone
Correspondence Address

 

Date:              2014		Signature of the shareholder:

Notes:

 

(1)	Holders of the shares of the Company whose names appear on the registers of members of the Company at 4:30 p.m. on Friday, 14 November 2014 are entitled to complete this attendance confirmation reply form and attend the EGM.

(2)	This attendance confirmation reply form shall be completed in BLOCK LETTERS. Copies of this attendance confirmation reply form are also valid.

(3)	Please provide a copy of your identify card (or passport).

(4)	Please provide a copy of the share certificate(s) of the Company.

(5)	This attendance confirmation reply form, together with the documents mentioned in items (3) and (4) above shall be delivered to the Company in person, by post (based on the local postal stamp) or by facsimile on or before Wednesday, 26 November 2014.

 

(1)		If in person or by post, please deliver to:		(2)		If by facsimile, please transmit to:
		Secretariat of the Board of Directors of Guangshen Railway Company Limited No. 1052 Heping Road Shenzhen, Guangdong Province The People’s Republic of China Postal Code: 518010				Secretariat of the Board of Directors of Guangshen Railway Company Limited Facsimile number: (86-755) 25591480