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 November 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	Update Announcement in Relation to the Resumption Compensation Agreement in Respect of State-Owned Land Use Rights

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

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: November 13, 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)

UPDATE

ANNOUNCEMENT IN

RELATION TO

THE RESUMPTION COMPENSATION AGREEMENT

IN RESPECT OF STATE-OWNED LAND USE RIGHTS

Reference is made to the announcements (the “Announcements”) of Guangshen Railway Company Limited (the “Company”) dated December 27, 2017, April 19, 2018, and June 2, 2020 in relation to, among other matters, the entering into of the Resumption Compensation Agreement and the Supplement Agreement by the Company in respect of the resumption by GLDC of land use rights over the Land. Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meaning as those defined in the Announcements.

On November 12, 2020, the Company signed the Land Handover Confirmation with GLDC and the Other Vendors. According to the Land Handover Confirmation, the conditions required for the handover of the Land proposed for resumption are fulfilled pursuant to the Resumption Compensation Agreement, and the GLDC agreed to take over the Land in accordance with the agreed standards and conditions.

The Compensation Amount Payable to the Company is tentatively calculated to be RMB1,202,857,029.41 pursuant to the Supplement Agreement. After deducting costs relating to, among others, land book value, demolition and scrapping, boundary surveying and mapping, land consolidation, environmental protection and assessment, and fencing and guarding, the Company expects to record a profit before tax of no less than RMB1,100 million for the transaction contemplated under the Resumption Compensation Agreement and the Supplemental Agreement (the “Transaction”). After signing of the Land Handover Confirmation, the Transaction will satisfy the revenue recognition conditions under applicable accounting standards and will have a positive impact on the operating results of the Company for the current year. However, given the gains from the Transaction will be recognized as a non-operating profit and loss item, it will not affect the performance of the principal railroad businesses of the Company.

The tentative calculations and expectations above were made based on the assumption that the Resumption Compensation Agreement and the Supplemental Agreement would be performed in accordance with their respective terms and also on the understanding of the PRC tax policy (including land appreciation tax). Shareholders, investors, and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Guangshen Railway Company Limited

Tang Xiangdong

Company Secretary

Shenzhen, the PRC

November 12, 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