[August 13, 2009 Alan.Seem@shearman.com VIA EDGAR & FACSIMILE Mr. Max A. Webb Re: Guangshen Railway Company Limited Form 20-F for the year ended December 31, 2008 Filed June 25, 2009 File No. 001-14362 Dear Mr. Webb: The Companys response to the Staffs comment is set forth below. The numbered paragraph below corresponds to the numbered paragraph of the Staffs comment]
[August 13, 2009 Alan.Seem@shearman.com VIA EDGAR & FACSIMILE Mr. Max A. Webb Re: Guangshen Railway Company Limited Form 20-F for the year ended December 31, 2008 Filed June 25, 2009 File No. 001-14362 Dear Mr. Webb: The Companys response to the Staffs comment is set forth below. The numbered paragraph below corresponds to the numbered paragraph of the Staffs comment]
[GUANGSHEN RAILWAY COMPANY LIMITED (a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) ANNOUNCEMENT OF POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 25 JUNE 2009 CHANGES IN DIRECTORS The Company is pleased to announce that all the Resolutions were duly passed at the AGM by way of poll. AGM Notice AGM Company] [TABLE OF CONTENTS 99.1: Announcement of Poll Results of the Annual General Meeting held on 25 June 2009 and Change of Directors dated June 25, 2009 2 Guangshen Railway Company Limited Dated: June 26, 2009 Guo Xiang Dong Company Secretary 3 6-K 1 h03467e6vk.htm FORM 6-K]
[GUANGSHEN RAILWAY COMPANY LIMITED (a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) ANNOUNCEMENT OF POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 25 JUNE 2009 CHANGES IN DIRECTORS The Company is pleased to announce that all the Resolutions were duly passed at the AGM by way of poll. AGM Notice AGM Company] [TABLE OF CONTENTS 99.1: Announcement of Poll Results of the Annual General Meeting held on 25 June 2009 and Change of Directors dated June 25, 2009 2 Guangshen Railway Company Limited Dated: June 26, 2009 Guo Xiang Dong Company Secretary 3 6-K 1 h03467e6vk.htm FORM 6-K]
[] [ARTICLES OF ASSOCIATION OF (Approved by Special Resolution passed by the Shareholders CHAPTER 1: GENERAL PROVISIONS ARTICLE 1 The Company is a joint stock limited company established in accordance with the Company Law of the Peoples Republic of China (the Company Law), State Councils Special Regulations Regarding the Issue of Shares Overseas and the Listing of Shares Overseas by Companies] [Statement Explaining How Certain Ratios Were Calculated in the Annual Report 1. The operating ratio of Guangshen Railway is the ratio of its total railway operating expenses in 2008 (in the amount of RMB 9,162.3 million, compared to RMB 8,334.3 million in 2007) to its total railway revenues in 2008 (in the amount of RMB 10,822.4 million, compared to RMB] [List of Subsidiaries of Guangshen Railway Company Limited The following table lists information concerning the significant subsidiaries of Guangshen Railway Company Limited as of December 31, 2008: Percentage of Country of Interest held by Name Incorporation Guangshen Railway Directly held by the Company (1) Guangshen Railway Dongqun Trade and Commerce Service Company PRC 100 % Shenzhen Fu Yuan Enterprise Development] [Guangshen Railway Company Limited Code of Ethics for the Senior Management (Passed at the 22nd meeting of the fourth session of the board of directors held on April 23, 2008) CHAPTER 1: GENERAL PROVISIONS ARTICLE 1 The Code applies to the senior management of the Company that includes Directors, Supervisors, General Manager, Deputy General Managers and other senior administrative officers] [1. I have reviewed this annual report on Form 20-F of Guangshen; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. He Yuhua Chairman of the Board of Directors 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shen Yi General Manager]
[] [ARTICLES OF ASSOCIATION OF (Approved by Special Resolution passed by the Shareholders CHAPTER 1: GENERAL PROVISIONS ARTICLE 1 The Company is a joint stock limited company established in accordance with the Company Law of the Peoples Republic of China (the Company Law), State Councils Special Regulations Regarding the Issue of Shares Overseas and the Listing of Shares Overseas by Companies] [Statement Explaining How Certain Ratios Were Calculated in the Annual Report 1. The operating ratio of Guangshen Railway is the ratio of its total railway operating expenses in 2008 (in the amount of RMB 9,162.3 million, compared to RMB 8,334.3 million in 2007) to its total railway revenues in 2008 (in the amount of RMB 10,822.4 million, compared to RMB] [List of Subsidiaries of Guangshen Railway Company Limited The following table lists information concerning the significant subsidiaries of Guangshen Railway Company Limited as of December 31, 2008: Percentage of Country of Interest held by Name Incorporation Guangshen Railway Directly held by the Company (1) Guangshen Railway Dongqun Trade and Commerce Service Company PRC 100 % Shenzhen Fu Yuan Enterprise Development] [Guangshen Railway Company Limited Code of Ethics for the Senior Management (Passed at the 22nd meeting of the fourth session of the board of directors held on April 23, 2008) CHAPTER 1: GENERAL PROVISIONS ARTICLE 1 The Code applies to the senior management of the Company that includes Directors, Supervisors, General Manager, Deputy General Managers and other senior administrative officers] [1. I have reviewed this annual report on Form 20-F of Guangshen; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. He Yuhua Chairman of the Board of Directors 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shen Yi General Manager]
[(a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT AGM Company PRC ORDINARY RESOLUTIONS 1. THAT Board 2. THAT 3. THAT 4. THAT 5. THAT 6. THAT Limited as the PRC auditor to the Company for 2009 be and is hereby reviewed and approved,] [THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt If you have sold or transferred (a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) REMOVAL AND ELECTION OF DIRECTORS, A notice dated 8 May 2009 convening the AGM of the Company to be held at the Meeting Room,] [(a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) PROPOSED CHANGES IN DIRECTORSHIP Company Board Guangshen Railway Company Limited (the Biographies of the proposed directors are as follows: Luo Qing, aged 44, joined the workforce in April 1981. He graduated with a bachelors degree in economic management from the Correspondence Institute of Party] [TABLE OF CONTENTS EX-99.1 EX-99.2 EX-99.3 Number 99.1 Notice of Annual General Meeting, Amendments to the Article of Association and Closure of the H Shareholders Register dated May 8, 2009 99.2 Circular on Removal and Election of Directors, Amendments to the Articles of Association, Proposed Issue of Medium-Term Notes in the PRC and Notice of Annual General Meeting dated May]
[(a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT AGM Company PRC ORDINARY RESOLUTIONS 1. THAT Board 2. THAT 3. THAT 4. THAT 5. THAT 6. THAT Limited as the PRC auditor to the Company for 2009 be and is hereby reviewed and approved,] [THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt If you have sold or transferred (a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) REMOVAL AND ELECTION OF DIRECTORS, A notice dated 8 May 2009 convening the AGM of the Company to be held at the Meeting Room,] [(a joint stock limited company incorporated in the Peoples Republic of China) (Stock Code: 525) PROPOSED CHANGES IN DIRECTORSHIP Company Board Guangshen Railway Company Limited (the Biographies of the proposed directors are as follows: Luo Qing, aged 44, joined the workforce in April 1981. He graduated with a bachelors degree in economic management from the Correspondence Institute of Party] [TABLE OF CONTENTS EX-99.1 EX-99.2 EX-99.3 Number 99.1 Notice of Annual General Meeting, Amendments to the Article of Association and Closure of the H Shareholders Register dated May 8, 2009 99.2 Circular on Removal and Election of Directors, Amendments to the Articles of Association, Proposed Issue of Medium-Term Notes in the PRC and Notice of Annual General Meeting dated May]
