As
filed with the U.S. Securities and Exchange Commission on April 24,
2009
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
F-6
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
For
Depositary Shares Evidenced by American Depositary Receipts
___________________
GUANGSHEN
RAILWAY COMPANY LIMITED
(Exact
name of issuer of deposited securities as specified in its charter)
N/A
(Translation
of issuer's name into English)
The
People's Republic of China
(Jurisdiction
of incorporation or organization of issuer)
JPMorgan
Chase Bank, N.A.
(Exact
name of depositary as specified in its charter)
4
New York Plaza, New York, NY 10004
Telephone
(212) 623-0636
(Address,
including zip code, and telephone number, including area code, of depositary's
principal executive offices)
____________________
Law
Debenture Corporate Services Inc.
400
Madison Avenue, 4
th
Floor
New
York, New York 10017
(212)
750-6474
(Address,
including zip code, and telephone number, including area code, of agent for
service)
Copy
to:
Scott
A. Ziegler, Esq.
Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44
th
Floor
New
York, New York 10022
(212)
319-7600
It is
proposed that this filing become effective under Rule 466
x
immediately
upon filing
If a
separate registration statement has been filed to register the deposited shares,
check the following box.
o
CALCULATION
OF REGISTRATION FEE
Title
of each class of
Securities
to be registered
|
Amount
to
be registered
|
Proposed
maximum aggregate price per unit
(1)
|
Proposed
maximum
aggregate
offering price
(2)
|
Amount
of
registration
fee
|
American
Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing 50 H shares of Guangshen Railway Company
Limited
|
50,000,000
American
Depositary Shares
|
$0.05
|
$2,500,000
|
$139.50
|
(1)
|
Each
unit represents one American Depositary
Share.
|
(2)
|
Estimated
solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on
the basis of the maximum aggregate fees or charges to be imposed in
connection with the issuance of American Depositary Receipts evidencing
American Depositary Shares.
|
Pursuant to Rule 429, the Prospectus
contained herein also relates to American Depositary Shares registered under
Form F-6 Registration Statement No. 333-3370.
This Registration Statement
constitutes Post-Effective Amendments to Registration Statement No.
333-3370.
PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt (“ADR”
or “American Depositary Receipt”) is filed as Exhibit (a)(3) to this
Registration Statement, which is incorporated herein by reference.
CROSS
REFERENCE SHEET
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and
Caption
|
|
Location
in Form of American Depositary
Receipt Filed Herewith
as Prospectus
|
|
|
|
|
|
(1)
|
Name
and address of Depositary
|
|
Introductory
paragraph
|
|
|
|
|
(2)
|
Title
of American Depositary Receipts and identity of deposited
securities
|
|
Face
of American Depositary Receipt, top center
|
|
|
|
|
|
Terms
of Deposit:
|
|
|
|
|
|
|
|
(i)
|
Amount
of deposited securities represented by one unit of American Depositary
Shares
|
|
Face
of American Depositary Receipt, upper right corner
|
|
|
|
|
|
|
(ii)
|
Procedure
for voting, if any, the deposited securities
|
|
Paragraphs
(11) and (12)
|
|
|
|
|
|
|
(iii)
|
Collection
and distribution of dividends
|
|
Paragraphs
(4), (5), (7) and (10)
|
|
|
|
|
|
|
(iv)
|
Transmission
of notices, reports and proxy soliciting material
|
|
Paragraphs
(3), (8) and (12)
|
|
|
|
|
|
|
(v)
|
Sale
or exercise of rights
|
|
Paragraphs
(4), (5) and (10)
|
|
|
|
|
|
|
(vi)
|
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
|
|
Paragraphs
(4), (5), (10) and (13)
|
|
|
|
|
|
|
(vii)
|
Amendment,
extension or termination of the Deposit Agreement
|
|
Paragraphs
(16) and (17)
|
|
|
|
|
|
|
(viii)
|
Rights
of holders of receipts to inspect the transfer books of the Depositary and
the list of Holders of receipts
|
|
Paragraph
(3)
|
|
|
|
|
|
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
|
Paragraphs
(1), (2), (4) and (5)
|
|
|
|
|
|
|
(x)
|
Limitation
upon the liability of the Depositary
|
|
Paragraphs
(14), (17) and (19)
|
|
|
|
|
|
(3)
|
Fees
and Charges
|
|
Paragraph
(7)
|
Item
2. AVAILABLE INFORMATION
Item Number and
Caption
|
|
Location
in Form of American Depositary
Receipt Filed Herewith
as Prospectus
|
|
|
|
|
|
(b)
|
Statement
that Guangshen Railway Company Limited is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, and
accordingly, files certain reports with the Commission and that such
reports can be inspected by holders of American Depositary Receipts and
copied at public reference facilities maintained by the Commission in
Washington, D.C.
|
|
Paragraph
(8)
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
(a)(1)
|
Deposit Agreement
. Form
of Deposit Agreement among Guangshen Railway Company Limited (the
"Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company
of New York), as depositary (the "Depositary"), and all holders from time
to time of ADRs issued thereunder (the "Deposit
Agreement"). Previously filed as Exhibit (a) to Registration
Statement on Form F-6 (333-3370) filed with the Securities and Exchange
Commission, which is incorporated herein by
reference.
|
(a)(2)
|
Amendment No.
1
to Deposit Agreement
.
Form of Amendment No. 1 to Deposit Agreement is filed herewith as
Exhibit (a)(2).
|
(a)(3)
|
Form of ADR
. Form of ADR
is filed herewith as Exhibit
(a)(3).
|
(b)
|
Any other agreement to which
the Depositary is a party relating to the issuance of the American
Depositary Shares registered hereunder or the custody of the deposited
securities represented thereby
. Not
Applicable.
|
(c)
|
Every material contract
relating to the deposited securities between the Depositary and the issuer
of the deposited securities in effect at any time within the last three
years
. Not
Applicable.
|
(d)
|
Opinion of Ziegler, Ziegler
& Assoc
iates
LLP, counsel to the Depositary, as to the legality of the securities being
registered
. Filed herewith as Exhibit
(d).
|
(e)
|
Certification under Rule
466.
Filed herewith as Exhibit
(e).
|
(f)
|
Power of
Attorney.
Included as part of the signature pages
hereto.
|
Item
4. UNDERTAKINGS
(a)
|
The
Depositary hereby undertakes to make available at the principal office of
the Depositary in the United States, for inspection by holders of the
American Depositary Receipts, any reports and communications received from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
|
(b)
|
If
the amounts of fees charged are not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount of
any fee charged and describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in
the fee schedule.
|
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase
Bank, N.A. on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on April 23,
2009.
|
Legal
entity created by the form of Deposit Agreement for the issuance of ADRs
evidencing American Depositary Shares
|
|
|
|
|
|
By:
|
JPMORGAN
CHASE BANK, N.A., as Depositary
|
|
|
|
|
|
By:
|
/s/ Joseph
M. Leinhauser
|
|
|
Name:
|
Joseph
M. Leinhauser
|
|
|
Title:
|
Vice
President
|
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Guangshen Railway
Company Limited certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on April 23, 2009.
|
GUANGSHEN
RAILWAY COMPANY LIMITED
|
|
|
|
|
|
By:
|
/s/ He
Yuhua
|
|
|
Name:
|
He
Yuhua
|
|
|
Title:
|
Chairman
of the Board of Directors
|
|
|
|
|
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints He Yuhua and Shen Yi, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and any and all related registration statements
pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been
signed by the following persons on April 23, 2009, in the capacities
indicated.
Signature
|
|
Title
|
|
|
|
/s/
He Yuhua
|
|
Chairman
of the Board of Directors
|
He
Yuhua
|
|
|
|
|
|
/s/
Shen Yi
|
|
Director
and General Manager (Principal Executive Officer)
|
Shen
Yi
|
|
|
|
|
|
/s/
Cao Jianguo
|
|
Director
|
Cao
Jianguo
|
|
|
|
|
|
/s/
Wu Houhui
|
|
Director
|
Wu
Houhui
|
|
|
|
|
|
/s/
Yu
Zhiming
|
|
|
Yu
Zhiming
|
|
Director
|
|
|
|
/s/
Liu Hai
|
|
Director
|
Liu
Hai
|
|
|
|
|
|
/s/
Wilton Chau Chi Wai
|
|
Independent
Director
|
Wilton
Chau Chi Wai
|
|
|
|
|
|
/s/
Dai Qilin
|
|
Independent
Director
|
Dai
Qilin
|
|
|
|
|
|
/s/
Lv Yuhui
|
|
Independent
Director
|
Lv
Yuhui
|
|
|
|
|
|
/s/
Tang Xiangdong
|
|
Chief
Accountant
(Principal
Financial Officer)
|
Tang
Xiangdong
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act
of 1933, as amended, the undersigned, the duly authorized representative in the
United States of America, has signed this Registration Statement in New York on
April 23, 2009.
|
Law
Debenture Corporate Services Inc.
|
|
|
|
|
|
By:
|
/s/ Kate
Ledyard
|
|
|
Name:
|
Kate
Ledyard
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
Form
of Amendment No. 1 to Deposit Agreement.
Form
of ADR
|
|
|
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
|
|
|
|
|
|
|
|
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