6-K

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 August 2020

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  ☒            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):  ☐

EXHIBIT

Number	Description of Document
99.1	Announcement of Intention to Delist American Depositary Shares From the New York Stock Exchange and Subsequent Arrangements

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.

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: August 31, 2020
	By:	/s/ Tang Xiangdong
	Name:	Tang Xiangdong
	Title:	Company Secretary

EX-99.1

Exhibit 99.1

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.

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

(Stock Code: 00525)

ANNOUNCEMENT OF INTENTION TO DELIST AMERICAN DEPOSITARY SHARES FROM THE NEW YORK STOCK EXCHANGE AND SUBSEQUENT ARRANGEMENTS

This announcement is made by Guangshen Railway Company Limited (“Guangshen Railway” or the “Company”; NYSE: GSH; SEHK: 00525; SSE: 601333) pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2)(a) and Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Guangshen Railway intends to apply for the voluntary delisting of its American depositary shares (“ADSs”) representing Class H ordinary shares from the New York Stock Exchange (the “NYSE”) and, when the conditions are met, the deregistration of such ADSs and underlying Class H ordinary shares and terminate the reporting obligations pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). The decision to delist is primarily due to a number of considerations, including the limited trading volume of the ADSs relative to the worldwide trading volume, and the significant management costs of maintaining the listing of the ADSs on the NYSE, the registration of the ADSs with the U.S. Securities and Exchange Commission (the “SEC”) and complying with the relevant obligations under the Exchange Act. The board of directors of Guangshen Railway approved the delisting of its ADSs from the NYSE and the deregistration of such ADSs and the underlying Class H ordinary shares pursuant to the Exchange Act upon certain conditions being met.

Guangshen Railway intends to file a Form 25 with the SEC on the earliest practicable date. The delisting is expected to become effective ten days thereafter, at which time the ADSs of Guangshen Railway will no longer be listed and traded on the NYSE. Once the delisting has become effective and the criteria for deregistration have been satisfied, Guangshen Railway intends to submit a Form 15F with the SEC to deregister the ADSs and the underlying Class H ordinary shares pursuant to the Exchange Act.

After delisting its ADSs from the NYSE, Guangshen Railway remains committed to serve its investors and intends to maintain its ADR program as a Level I program, which will enable American investors and current holders of the ADSs to continue to hold the ADSs and trade in the United States over-the-counter market. The trading of the Company’s Class H ordinary shares will be concentrated on The Stock Exchange of Hong Kong Limited. In consideration of trading activities of Guangshen Railway’s securities in various markets, it is contemplated that the offshore trading of Guangshen Railway’s securities will be concentrated on The Stock Exchange of Hong Kong Limited in the future.

Guangshen Railway reserves its rights in all respect to delay or withdraw the aforementioned actions prior to their effectiveness and will issue any further announcement if required under the Listing Rules or other applicable laws.

By Order of the Board

Guangshen Railway Company Limited

Hu Lingling

Director

Shenzhen, the PRC

August 31, 2020

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

Executive Directors

Wu Yong

Hu Lingling

Guo Xiangdong

Non-executive Directors

Guo Jiming

Wang Bin

Zhang Zhe

Independent Non-executive Directors

Frederick Ma Si-Hang

Tang Xiaofan

Qiu Zilong