Guangshen Railway Company Limited (GNGYF) 6-KCurrent report (foreign)

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)

2022 INTERIM RESULTS ANNOUNCEMENT

The Board of Directors (the “Board”) of Guangshen Railway Company Limited (the “Company”) is pleased to announce the unaudited interim results of the Company and its subsidiaries for the six months ended 30 June 2022. This announcement, containing the full text of the 2022 Interim Report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) in relation to information to accompany preliminary announcement of interim results.

Both the Chinese and English versions of this results announcement are available on the website of the Company (www.gsrc.com) and the HKEXnews website of the Hong Kong Stock Exchange (www.hkexnews.hk). The Company’s 2022 Interim Report will be dispatched to holders of H shares and published on the website of the Company and the HKEXnews website of the Hong Kong Stock Exchange in due course.

Shenzhen, the PRC

30 August 2022

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

Important Notice

Forward-looking statements including future plans and development strategies contained in this interim report do not constitute any actual commitments to the investors of the Company, and investors and personnel concerned shall stay adequately mindful of risks, and understand the difference between plans, projections and commitments.

No

No

No

This interim report contains details of future potential risks. Please refer to the section headed “Potential risks” in the chapter “Report of the Directors (Including Management Discussion and Analysis)” for details.

001

TABLE OF CONTENTS

002

Chapter 1

Definitions

In this report, unless the context otherwise requires, the expressions stated below have the following meanings:

003

Chapter 2

Company Profile and Major Financial Indicators

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005

(Unit: RMB thousand)

  ☐   Applicable         ☒   Not applicable

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

Chapter 3

Report of the Directors

(Including Management Discussion and Analysis)

Being the aorta of the nation’s economy, a key infrastructure, a significant project for people’s livelihood, the backbone of an integrated transportation system and one of the main means of transportation, the railway is of crucial importance for the nation’s economic and social development. Since the State Council of the PRC approved the implementation of the Medium to Long Term Plan for Railway Network Development（《中長期鐵路網規劃》）in 2004, railways in China have experienced exponential development. Currently, on the whole, the tight capacity of the Chinese railways has been alleviated, the bottle neck restriction has been eliminated, and economic and social development needs have been met. However, when benchmarking with the requirements for a new normal of economic developments, other transportation forms and the advanced levels of developed countries, China’s railway still faces deficiencies such as incomplete layout, low operational efficiency and rather severe structural conflicts. By the end of 2021, the nationwide railways in operation exceeded 150,000 kilometers; among which, the high-speed railways in operation ran over 40,000 kilometers, indicating the increasingly prominent key role of railways in the modern comprehensive transportation system.

According to the industry statistics released by the National Railway Administration, in the first half of 2022, the railways nationwide had achieved a passenger traffic volume of 0.787 billion people, representing a year-on-year decrease of 42.34%; meanwhile, the outbound freight tonnage had reached 2.481 billion tonnes, representing a year-on-year increase of 4.86%.

007

During the reporting period, as a railway transportation enterprise, the Company has primarily been operating passenger and freight transportation businesses. It has also operated the Hong Kong Through Train passenger services in cooperation with MTR Corporation Limited, and provided railway operation services for commissioned transportation for other railway companies such as WGPR, GZIR, GSHER, GZR, XSR, GDR, NGR, GGR, PRDIR, MZR, SMR, MSR and GSR.

In the first half of 2022, the operating revenue of the Company was RMB9,491 million, representing a decrease of 1.83% as compared to RMB9,668 million for the same period of last year; among which, revenue from passenger transportation, freight transportation, railway network usage and other transportation-related services, and other businesses were RMB3,128 million, RMB830 million, RMB5,096 million and RMB436 million respectively, accounting for 32.96%, 8.75%, 53.70% and 4.60% of the total revenue respectively; operating expenses amounted to RMB10,520 million, representing an increase of 8.66% as compared to RMB9,682 million for the same period of last year; loss from operations amounted to RMB976 million, turning from profit to loss on a year-on-year basis (profit from operation for the same period last year: RMB50.673 million); consolidated loss attributable to shareholders was RMB765 million, turning from profit to loss on a year-on-year basis (consolidated profit attributable to shareholders for the same period last year: RMB4.277 million).

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

009

Passenger transportation, which is the most important transportation business segment of the Company, includes the transportation businesses of Guangzhou-Shenzhen inter-city trains (including Guangzhou East to Chaozhou-Shantou cross-network EMU trains), long-distance trains and Hong Kong Through Trains. The table below sets forth the revenue from passenger transportation and passenger traffic volume for this period in comparison with those from the same period last year:

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Freight transportation forms an important part of the Company’s transportation business. The table below sets forth the revenue from freight transportation and outbound freight volume for the current period as compared with the same period last year:

011

Railway network usage and other transportation services provided by the Company mainly include passenger and freight transportation railway network usage, provision of railway operation services, locomotive and passenger car leasing, passenger services and luggage transportation. The table below sets forth the revenue from railway network usage and other transportation services for the current period in comparison with those of the same period last year:

The Company’s other businesses mainly include train repairs, on-board catering services, leasing, sales of materials and supplies, sales of goods and other businesses that are related to railway transportation. During the first half of 2022, revenue from other businesses was RMB436 million, representing a decrease of 8.54% as compared to RMB477 million for the same period last year. The decrease was mainly due to the following: Affected by the COVID-19 pandemic, the workload of the Company’s other business decreased during the reporting period, resulting in a corresponding decrease in the income therefrom.

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013

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015

During the reporting period, the Company did not invest in securities such as stocks, warrants or convertible bonds, and did not hold or deal in equity interests in other listed companies and non-listed financial enterprises.

☐  Applicable ☒  Not applicable

☐  Applicable ☒  Not applicable

At the end of the reporting period, the Company had financial assets measured at fair value and changes included in other comprehensive income with a carrying amount of RMB463,696,000. During the reporting period, there was no changes in fair value of these assets.

☐  Applicable ☒  Not applicable

During the reporting period, the Company did not have net profit from a single subsidiary or investment income from a single investee company with an amount exceeding 10% of the Company’s net profit.

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Looking forward to the second half of 2022, China’s economy is still exposed to the problems such as weakening external demand, turbulent global financial markets, frequent geopolitical conflicts, difficult internal pandemic prevention and control, insufficient market demand, and weak expectations of market players. However, under the strong leadership of the Party Central Committee and the State Council, with the optimization of the national pandemic prevention policies, the impact of the pandemic on the economy will be further weakened, the effects of a series of economy stabilizing policies will gradually appear, and market expectations and confidence will gradually recover. Therefore, it is expected that China’s economy is expected to rebound quarter by quarter in the second half of the year, and the demand of the railway passenger and freight transportation market will gradually pick up. Facing the above operating environment, the Company will thoroughly put into practice the spirit of General Secretary Xi Jinping’s important instructions on railway work, resolutely implement the decisions and tasks of the Party Central Committee and the State Council, closely focus on the Company’s annual business goals, adhere to the general tone of seeking progress while maintaining stability, efficiently coordinate pandemic prevention and control and corporate work, coordinate development and safety, and exert great efforts on pandemic prevention and control, transportation safety, business management, and party building, striving to welcome the successful convening of the party’s 20th National Congress with excellent results.

In the second half of 2022, the Company will focus on the following aspects:

017

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

During the reporting period, the principal source of funding of the Company was revenue generated from operating activities. The funds were mainly used for operating and capital expenses, payment of taxes, etc. The Company has stable cash flow and believes that it has sufficient working capital, bank facilities and other sources of funding to meet its operation and development needs.

019

As at the end of the reporting period, the Company had bank credit borrowings of RMB500 million, the weighted average interest rate is 3.15% per annum. The Company’s capital commitments and operating commitments as of the end of the reporting period are set out in Note 15 to the financial statements.

As at the end of the reporting period, the Company had no charges nor guarantees on any of its assets, and had no entrusted deposits. The gearing ratio (calculated by the balance of liabilities as at the end of the period divided by the balance of total assets as at the end of the period) of the Company was 28.46%.

During the reporting period, the Company had no material investment, had not carried out any material acquisition or disposal of subsidiaries and associates, and had no definite plan for material investment or acquisition of capital assets.

The Company’s exposure to foreign exchange risks was mainly related to USD and HKD. Apart from payments for imported purchases and dividend paid to foreign investors, which are settled in foreign currencies, other major operational businesses of the Company are all settled in RMB. RMB is not freely convertible into other foreign currencies, and its conversion is subject to the exchange rates and regulations of foreign exchange control promulgated by the PRC government. Any foreign currency denominated monetary assets and liabilities are subject to the risks of foreign exchange rate fluctuations.

The Company has not used any financial instruments to hedge its foreign exchange risks. Currently, its    foreign exchange risks are minimized mainly through monitoring the size of transactions in foreign currencies and foreign currency denominated assets and liabilities.

During the reporting period, the Company had no contingent liability.

During the reporting period, the Company had no changes in accounting policies and accounting estimates or rectification of significant accounting errors.

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Chapter 4

Corporate Governance

Since the listing of the Company in 1996, the Company has been continuously improving its corporate governance structure, perfecting the internal control and management systems, enhancing information disclosures and regulating its operation in accordance with the relevant domestic and overseas listing rules and regulatory requirements, after taking into account the actual status of the affairs of the Company.    General meetings, the Board and the Supervisory Committee of the Company have clearly defined powers    and duties, each assuming and performing its specific responsibilities and making its own decisions in an independent, efficient and transparent manner. Currently, there is no material difference between the status quo of the Company’s corporate governance structure and the regulatory documents of the regulatory authorities of the places of listing of the Company’s stocks relating to corporate governance of a listed company.

During the reporting period, in view of the highly centralized and systematic transportation management over the nationwide railway network, it is necessary for the Company’s largest shareholder, GRGC, to obtain the Company’s financial information in order to exercise its administrative functions as an industry leader according to the law and administrative regulations. In this regard, the Company has been providing GRGC with its monthly financial data summaries during the reporting period. Accordingly, the Company meticulously reinforced the management of undisclosed information in accordance with the requirements under the System for the Management of Inside Information and Insiders, and timely reminded the shareholders of their duties    in relation to information confidentiality and prevention of insider transactions.

Improvement of corporate governance is a long-term systematic project, which needs continuous improvement and enhancement. The Company will, as it has always had, continue to promptly update and improve its internal systems according to the relevant regulations, timely discover and solve problems, strengthen its management basis and enhance its awareness of standardized operation and the level of governance to promote the regulated, healthy and sustainable development of the Company.

021

The Board comprises nine members, including three independent non-executive Directors. The executive Directors have years of experience in the railway industry. The independent non-executive Directors come from various industries with different backgrounds and rich experiences and they possess appropriate professional qualifications in accounting or related fields.

The Board has established the audit committee and the remuneration committee to supervise relevant affairs of the Company. Each committee has specific terms of reference, and it reports to and gives advice to the Board on a regular basis.

Members of the audit committee were appointed by the Board. It consists of three independent non-executive Directors, namely, Mr. Frederick Ma Si-Hang (chairman of the audit committee), Mr. Tang Xiaofan and Mr. Qiu Zilong. They possess appropriate academic and professional qualifications or related financial management expertise. The secretary to the Board of the Company, Mr. Tang Xiangdong, is the secretary of the audit committee.

According to the requirements of the Terms of Reference of Audit Committee of the Company, the principal duties of the audit committee include but are not limited to reviewing the financial performance of the Company and its subsidiaries, confirming the nature and scope of audit as well as supervising the establishment of the internal control and compliance with the relevant laws and regulations. It shall also discuss matters raised by the internal auditors, external auditors and regulatory authorities to ensure that all appropriate auditing recommendations are implemented. The audit committee has been provided with adequate resources from the Company to perform its duties.

The 2022 interim report (including the unaudited interim financial statements for the 6 months ended 30 June 2022) of the Company has been reviewed by the audit committee.

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Members of the remuneration committee of the Company were appointed by the Board. It consists of three independent non-executive Directors and two executive Directors, namely, Mr. Wu Yong, Mr. Hu Lingling, Mr. Frederick Ma Si-Hang (chairman of the remuneration committee), Mr. Tang Xiaofan and Mr. Qiu Zilong.

According to the requirements of the Terms of Reference of Remuneration Committee of the Company, the principal duties of the remuneration committee include reviewing and making recommendations to the Board for the remuneration packages for the Directors and the Supervisors. The remuneration policy of the Company seeks to provide, in accordance with the Company’s business development strategy, reasonable remuneration to attract and retain high caliber executives. The remuneration committee shall obtain the benchmark information from internal and external sources in relation to market remuneration standard, packages offered in the industry and consider the overall performance of the Company when determining the Directors’ and the Supervisors’ emoluments and recommending the Directors’ and the Supervisors’ emoluments to the Board. The remuneration committee has been provided with adequate resources from the Company to perform its duties.

During the reporting period, apart from the provision of the Corporate Governance Code on the establishment of a nomination committee, as far as the Company and its Directors are aware, the Company has complied with the relevant code provisions set out in the Corporate Governance Code in Appendix 14 to the Listing Rules of the SEHK. Meanwhile, the Company has applied the principles set out in the Corporate Governance Code to its corporate governance structure and practices.

In order to regulate the selection and appointment of directors and senior management of the Company, optimize the structure of the Board, and improve corporate governance, the Company intended to establish a nomination committee according to the relevant rules in China and overseas and the provisions of the Articles of Association, which will be responsible for discussing and making recommendations on the candidates, selection criteria and procedures for the directors, general managers and other senior management of the Company. On 16 June 2022, the Proposal for Establishing a Nomination Committee was considered and approved at the 2021 Annual General Meeting of the Company; on 30 August 2022, the thirteenth meeting of the ninth session of the Board of Directors of the Company decided to appoint Mr. Qiu Zilong (Chairman of the Nomination Committee), Mr. Frederick Ma Si-Hang, Mr. Tang Xiaofan, Mr. Wu Yong and Mr. Hu Lingling as members of the nomination committee in accordance with the Working Rules of Nomination Committee.

023

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules of the SEHK and the Administrative Rules on Shares Held by the Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof of CSRC as its own code of conduct regarding securities transactions of the Directors. The Company formulated the Administrative Rules on Shares Held by the Directors, Supervisors and Senior Management of Guangshen Railway Company Limited and the Changes Thereof, which was approved at the 22nd meeting of the fourth session of the Board.

After making specific enquiries with all the Directors, Supervisors and senior management, the Company confirms that during the reporting period, all the Directors, Supervisors and senior management have complied with the required standard set out in the above-mentioned code, rules and regulations and system requirements.

After making specific enquiries with all the executive Directors, non-executive Directors and Supervisors, the Company confirms that during the reporting period, none of the executive Directors, non-executive Directors and Supervisors has held any interests in businesses that compete or may compete with the businesses of the Company directly or indirectly.

The secretary to the Board of the Company is in charge of information disclosure and investor relations of the Company. The Company has formulated the Working Rules of Secretary to the Board, the Management Method of Information Disclosure and the Management System for Investor Relations. The Company has strictly fulfilled the obligation of information disclosure and commenced management of investor relations in accordance with the relevant requirements.

The Company advocates a corporate culture that respects investors and holds itself accountable for investors. The Company establishes a smooth communication channel with investors and enhances mutual trust and interaction based on good information disclosure and initiating various investor relations activities, and respects investors’ rights of knowledge and option, while insisting on rewarding its shareholders.

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

Credible information disclosure can effectively build a bridge of communication and understanding between investors, regulatory authorities, the public and the Company. This can facilitate a broader and more thorough understanding of the Company’s values. For years, according to the basic principles of openness, impartiality and fairness, the Company has been striving to comply with the requirements of the relevant laws and the Listing Rules, and fulfilling the information disclosure obligations in a timely and accurate manner. The Company takes the initiative to understand investors’ concerns and voluntarily discloses information in response to these concerns so as to increase its transparency.

In the reporting period, the Company timely completed the preparation and disclosure of its 2021 Annual Report, 2021 Report for Self-assessment on Internal Control, 2021 Social Responsibility Report and 2022 First Quarterly Report, and released various announcements and other shareholders’ documents and information disclosing in detail the following information of the Company: operations of the Board, the Supervisory Committee and general meetings, operating conditions, investment, dividends and distribution, corporate governance and so forth. Moreover, the Company consistently maintained to provide in-depth and comprehensive analyses on its operating and financial positions as well as the major factors affecting its business performance in its regular reports with a view to strengthening investors’ understanding about the operation, management, and development trends of the Company.

On the basis of a competent disclosure of information, the Company maintains an effective two-way communication with investors through various channels and convey information which investors are concerned with, so as to boost their confidence in the Company’s future development. Meanwhile, the Company extensively collects feedback from the market to elevate the standards of the Company’s governance and operations management.

025

Since its listing, the Company has always insisted on rendering returns to shareholders. Save for 2020 and 2021 when no cash dividend was declared due to the impact of the COVID-19 epidemic, the Company has distributed annual cash dividends for 24 consecutive years from 1996 to 2019, with an aggregate cash dividend amount of approximately RMB12.3 billion.

☐ Applicable    ☒  Not applicable

Whether to distribute or capitalize    No

☐ Applicable    ☒  Not applicable

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

Chapter 5

Environmental and Social Responsibilities

The Company’s locomotive maintenance depot in Guangzhou is a key waste discharging unit for water environment and the key unit under supervision for soil pollution of Guangzhou for the year of 2022 as announced by the Bureau of Environmental Protection of Guangzhou Municipality, and will strictly follow the relevant laws and regulations to fully implement the measures and requirements for ecological and environmental protection, earnestly fulfill the main responsibility for ecological and environmental protection, actively disclose environmental information through the website of the Bureau of Environmental Protection of Guangzhou Municipality, and consciously accept supervision from the society. The specific website for the environmental information disclosure of key pollutant discharge units in Guangzhou is: http://sthjj.gz.gov.cn/ zwgk/gs/zdpwdwhjxx/.

During the reporting period, the Company and its major subsidiaries were not subject to administrative penalties due to environmental issues.

☐ Applicable    ☒  Not applicable

☐ Applicable    ☒  Not applicable

☐ Applicable    ☒  Not applicable

☐ Applicable    ☒  Not applicable

027

☐ Applicable    ☒  Not applicable

As at the end of the reporting period, the Company has a total of 39,637 employees, representing a decrease of 979 employees compared with 40,616 employees as at last year’s end. The major reason for such decrease is the natural decrease due to employees reaching their retirement age.

Salary of the Company’s staff is mainly comprised of basic salary, performance-based salary and benefit plans. Basic salary includes post salaries, skill salaries and various allowances and subsidies accounted for under salaries payable as required. Performance-based salary refers to salaries calculated on the basis of economic benefits and social benefits, or piece rates calculated on the basis of workload, or performance based salary calculated on the basis of the performance of the staff at the position. Benefit plans include various social insurance and housing funds paid as required by the relevant policies. During the reporting period, the total amount of salaries and benefits paid by the Company to employees was approximately RMB3.255 billion.

The Company implements a salary distribution policy in which labor remuneration is closely linked to economic benefits, labor efficiency and personal performance, and the total amount of employees’ remunerations is closely linked to the Company’s operating efficiency. The salary distribution of employees is based on the post labor evaluation and the employee performance appraisal. That is, in the salary distribution, the basic labor factors such as labor skills, labor responsibilities, labor intensity and labor conditions of different positions are evaluated as the basis to determine the basic salary standards of employees, and to determine the actual remunerations of employees based on the technical and professional level of employees and the actual labor quantity and quality evaluation, thereby giving full play to the important role of the distribution system in the Company’s incentive mechanism, and mobilizing the enthusiasm of the employees.

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

Pursuant to applicable national policies and industrial regulations, the Company provides the employees with a series of insurance and benefits plan that mainly include: housing fund, retirement pension (basic old-age insurance, supplemental retirement pension), medical insurance (basic medical insurance, supplemental medical insurance, birth medical insurance), work-related injury insurance and unemployment insurance.

The employees of the Company have participated in the basic pension insurance organized and implemented by the local labor and social security authorities, determines the base based on the average monthly income of the employees in the previous year within the upper and lower limits of the basic pension insurance payment bases stipulated by the local authorities, and pays monthly pension insurance premiums to the local basic pension insurance agencies according to the specified proportions. Except for the above-mentioned contributions, the Company will no longer undertake any further payment obligations, and the corresponding expenses shall be included in the current profit or loss when incurred. There are no forfeited contributions for basic pension insurance, as all contributions are fully vested in the employees upon payment.

The employees of the Company also participate in the supplementary pension insurance organized and implemented by GRGC. The Company pays the supplementary pension insurance premiums to the GRGC on a monthly basis based on the payment bases and standards of the supplementary pension insurance stipulated by GRGC. The contributions from entities and the investment income therefrom in the individual account of the employee supplementary pension insurance shall be attributed to the individual employee according to the relevant rules. The part of the contributions of the supplementary pension insurance that is not attributed to the individual employee due to the employee’s resignation will not be used to offset the existing contributions, but will be transferred to the public account of the supplementary pension insurance fund, and then assigned to the members of the supplementary pension insurance fund after performing the approval procedures as required

During the reporting period, the Company has 108 occupational education management personnel. A total of 508,290 persons participated in various occupational trainings, mainly including training on post standardization, adaptability and qualification and continuing education. The Company has completed 50% of annual training program with training expense of approximately RMB8.3274 million.

029

Chapter 6

Matters of Importance

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

☐  The Company had material litigation and arbitration during the reporting period

☒  The Company did not have material litigation and arbitration during the reporting period

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

031

To facilitate the operations of the Company, on 30 October 2019, the Company and CSRG (including GRGC and its subsidiaries) entered into a comprehensive services framework agreement for a term of three years. The agreement was approved by the independent shareholders at the extraordinary general meeting of the Company on 23 December 2019. GRGC is the Company’s largest shareholder which owns 37.12% of the Company’s issued share capital. CSRG is the de facto controller of GRGC. Therefore, CSRG is a connected party of the Company according to the Listing Rules.

During the reporting period, the related party transactions in relation to daily operations entered by the Company are set out in Notes 15 and 16 to the financial statements. The Company confirmed that the following transactions are connected transactions (including continuing connected transactions) described under Chapter 14A of the Listing Rules of SEHK, and at the same time constitute related party transactions described under Notes 15 and 16 to the financial statements.

With regard to the following transactions, the Company confirmed that it has complied with the rules and requirements of Chapter 14A of the Listing Rules of SEHK, and has been implemented in accordance with the comprehensive service framework agreement entered into between the Company and CSRG and strictly complied with the pricing principles of the relevant transactions.

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

033

(Unit: RMB thousand)

034

GUANGSHEN RAILWAY     2022 INTERIM REPORT

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

035

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

☐   Applicable   ☒   Not applicable

036

GUANGSHEN RAILWAY     2022 INTERIM REPORT

Chapter 7

Changes in Shares and Particulars of Shareholders

During the reporting period, there was no change in the Company’s total number of shares and structure of share capital.

☐   Applicable   ☒   Not applicable

037

(Unit: share)

038

GUANGSHEN RAILWAY     2022 INTERIM REPORT

The shareholdings and selling restrictions of top ten shareholders with selling restrictions

☐   Applicable   ☒   Not applicable

039

(Unit: Shares)

☐   Applicable ☒   Not applicable

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

As at the end of the reporting period, there was no record of interests or short positions (including the interests and short positions which were taken or deemed to have under the provisions of the SFO) of the Directors, Supervisors or chief executives of the Company in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of the SFO) in the register required to be kept under section 352 of the SFO. The Company did not receive notification of such interests or short positions from any Director, Supervisor or chief executives of the Company as required to be made to the Company and the SEHK pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) in Appendix 10 to the Listing Rules of the SEHK.

During the reporting period, none of the Company or its subsidiaries had entered into any arrangement such that the Company’s Directors, Supervisors or chief executives or their respective spouses or children under the age of 18 could obtain any right to subscribe for any shares or debentures of the Company or any other legal entities.

Other companies in which the Directors and Supervisors of the Company were directors or employees did not have interests in the shares and underlying shares of the Company that were required to be disclosed to the Company under Sections 2 and 3 of Part XV of the SFO.

☐  Applicable    ☒  Not applicable

041

As of the end of the reporting period, apart from the aforesaid largest shareholder, there was no other corporate shareholder with a shareholding of 10% or above in the Company (except for HKSCC NOMINEES LIMITED).

As of the end of the reporting period, the public float of the Company was in compliance with the requirements of the relevant rules on the sufficiency of public float.

During the reporting period, there was no repurchase, sale or redemption by the Company, or any of its subsidiaries, of the listed shares of the Company.

Under the Articles and the PRC Laws, there is no pre-emptive right, which requires the Company to offer new shares to its existing shareholders on a pro rata basis.

During the reporting period, none of the Company or any of its subsidiaries has issued or granted any convertible securities, options, warrants or other similar rights, or redeemable securities.

042

GUANGSHEN RAILWAY     2022 INTERIM REPORT

Chapter 8

Information Regarding Preference Shares

☐  Applicable    ☒  Not applicable

043

Chapter 9

Information Regarding Bonds

☐  Applicable    ☒  Not applicable

☐  Applicable    ☒  Not applicable

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

Chapter 10

Financial Statements

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2022

045

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2022

047

The above condensed consolidated comprehensive income statement should be read in conjunction with the accompanying notes.

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GUANGSHEN RAILWAY     2022 INTERIM REPORT

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2022