-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhVrdvvE2GAIZDvP2uVaefGJYrTOMQ+pokRY34wRcPNoiDHqZ+EE+CZYnltLVHl1 XfpPP/rfZg6g90UUXbn0VQ== 0001145549-06-001663.txt : 20061201 0001145549-06-001663.hdr.sgml : 20061201 20061201060735 ACCESSION NUMBER: 0001145549-06-001663 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061130 FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GUANGSHEN RAILWAY CO LTD CENTRAL INDEX KEY: 0001012139 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14362 FILM NUMBER: 061249559 BUSINESS ADDRESS: STREET 1: NO 1052 HEPING RD CITY: SHENZHEN GUANGDONG STATE: F5 ZIP: 518010 BUSINESS PHONE: 8675525584891 6-K 1 h00874e6vk.txt GUANGSHEN RAILWAY COMPANY LIMITED 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 NOVEMBER, 2006 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- ) ---------- EXHIBITS Exhibit Number - -------------- 99.1 Announcement dated November 30, 2006. 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, a reoccurrence of Severe Acute Respiratory Syndrome epidemic in Hong Kong or China, foreign currency fluctuations and other factors beyond the registrant's control. 2 SIGNATURES 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: November 30, 2006 By: /s/ Guo Xiang Dong ---------------------------------- Name: Guo Xiang Dong Title: Directorate Secretary Directorate Secretariat Supervisor 3 EX-99.1 2 h00874exv99w1.txt EX-99.1 ANNOUNCEMENT DATED NOVEMBER 30, 2006 EXHIBIT 99.1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (GUANGSHEN RAILWAY COMPANY LIMITED) (a joint stock limited company incorporated in the People's Republic of China) (Stock Code: 525) A SHARE ISSUE Reference is made to the Company's announcements dated 15 November 2004, 30 December 2004, 6 December 2005 and 20 January 2006 regarding the A Share Issue. An application has been submitted to CSRC for approval of the A Share Issue, which would be reviewed by the Public Offering Review Committee of CSRC on 4 December 2006. The Company was informed by CSRC that the A Share Draft Prospectus containing the consolidated financial information of the Company and its subsidiaries prepared under the PRC GAAP has been made available on the website of CSRC for public's review. The Company will issue an announcement once the A Share Issue is approved. The A Share Draft Prospectus has been posted on the website of CSRC (www.csrc.gov.cn) and the website of HKSE (www.hkex.com.hk). A SHARE ISSUE This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules. Reference is made to the Company's announcements dated 15 November 2004, 30 December 2004, 6 December 2005 and 20 January 2006 regarding the A Share Issue. An application has been submitted to CSRC for approval of the A Share Issue, which would be reviewed by the Public Offering Review Committee of CSRC on 4 December 2006. The Company was informed by CSRC that the A Share Draft Prospectus containing the consolidated financial information of the Company and its subsidiaries prepared under the PRC GAAP has been made available on the website of CSRC for public's review. The Company will issue an announcement once the A Share Issue is approved. A SHARE DRAFT PROSPECTUS The A Share Draft Prospectus containing, inter alia, certain draft profit forecasts and pro-forma statements which may be subject to changes, has been published on the website of CSRC (www.csrc.gov.cn) and the website of HKSE (www.hkex.com.hk). Definitions "A Share(s)" the domestic invested share(s) of the Company with a nominal value of RMB1.00 each proposed to be issued to institutional and public investors in the PRC by the Company "A Share Draft the draft prospectus (submission proof) of the Company in Prospectus" relation to the A Share Issue "A Share Issue" the proposed issue and allotment of not more than 2,750,000,000 A Shares to institutional and public investors in the PRC by the Company, in which such A Shares are proposed to be listed on the Shanghai Stock Exchange "ADSs" American depositary shares, each representing 50 H Shares "Board" the board of directors of the Company "Company" Guangshen Railway Company Limited, a joint stock limited company incorporated in the PRC on 6 March 1996, the H Shares and the ADSs of which are listed on HKSE and the New York Stock Exchange, Inc., respectively "CSRC" China Securities Regulatory Commission "H Shares" the overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and listed on the HKSE "HKSE" The Stock Exchange of Hong Kong Limited "Hong Kong" the Hong Kong Special Administrative Region of the PRC "Listing Rules" the Rules Governing the Listing of Securities on HKSE "PRC" the People's Republic of China "PRC GAAP" the PRC Generally Accepted Accounting Principles "RMB" Renminbi, the lawful currency of the PRC By Order of the Board Guangshen Railway Company Limited Guo Xiangdong Company Secretary Shenzhen, the PRC 29 November 2006 As at the date of this announcement, the executive Directors are Mr. Wu Junguang, Mr. Yang Yiping and Mr. Yang Jinzhong; the non-executive Directors are Mr. Cao Jianguo, Mr. Wu Houhui and Mr. Wen Weiming; and the independent non-executive directors of the Company are Mr. Chang Loong Cheong, Ms. Deborah Kong and Mr. Wilton Chau Chi Wai. -----END PRIVACY-ENHANCED MESSAGE-----