Guangshen Railway : ANNOUNCEMENT OF (1) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 28 MAY 2015 (2) CHANGES IN DIRECTORS AND SUPERVISORS (3) AMENDMENTS TO THE ARTICLES OF ASSOCIATION;AND (4) AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETING

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)

The Board is pleased to announce that the ordinary resolutions and the special resolution were duly passed by way of poll at the AGM.

Reference is made to the notice (the 'AGM Notice') of annual general meeting (the 'AGM') of Guangshen Railway Company Limited (the 'Company') dated 10 April 2015. Unless otherwise defined, terms used herein shall have the same meaning as defined in the AGM Notice.
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The board of directors of the Company (the ' Board ') is pleased to announce that all the resolutions as set out in the AGM Notice were approved by the shareholders of the Company (the 'Shareholders') by way of poll at the AGM. The poll results in respect of the resolutions are as follows:

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Hong Kong Registrars Limited, the Company's branch share registrar in Hong Kong, was appointed as the scrutineer for the vote-taking at the AGM.
As at the date of the AGM, the Company has 7,083,537,000 shares in issue (the 'Shares').
The total number of Shares entitling the holders to attend and vote for or against or abstain from voting on the resolutions at the AGM was 7,083,537,000 Shares and there were no Shares in respect of which their holders were entitled to attend and vote only against the resolutions at the AGM. No Shareholders were required to abstain from voting on any resolution at the AGM.

Following the conclusion of the AGM, Mr. Huang Xin ceased to be a non-executive director of the Company. Mr. Huang Xin has confirmed that he has no disagreement in all aspects with the Board and there are no matters that need to be brought to the attention of the Shareholders in relation to his retirement. The Board would like to thank Mr. Huang Xin for his valuable contribution to the Company during his term of service.
Mr. Chen Jianping was appointed as a non-executive director of the seventh session of the Board. Please refer to the AGM Notice dated 10 April 2015 for the biographical details of Mr. Chen Jianping.
In addition, as approved by the tenth meeting of the third session of the trade union committee of the Company, Mr. Chen Jianping has ceased to be an employee representative supervisor of the Company with effect from 28 May 2015. Mr. Chen Jianping has confirmed that he has no disagreement in all aspects with the Board and the supervisory committee of the Company (the 'Supervisory Committee') and there are no matters that need to be brought to the attention of the Shareholders in relation to his retirement. The Board would like to thank Mr. Chen Jianping for his valuable contribution to the Company during his terms of office. Mr. Zhou Shangde was elected by the tenth meeting of the third session of the trade union committee of the Company as employee representative supervisor of the seventh session of the Supervisory Committee with effect from 28
May 2015.
Biography of Mr. Zhou Shangde is set out below:

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service center of the Company, etc.. Mr. Zhou was transferred to Guangzhou Railway (Group) Company from July 2007 to March 2011 and had successively worked as the vice director of the human resources division, deputy office manager and concurrently director of the reception office, chief party secretary of office administration, etc.. From March 2011, Mr. Zhou was transferred back to the Company and had successively served as party secretary and stationmaster of Shenzhen station, etc.. From December 2014 till present, Mr. Zhou serves as the stationmaster of Shenzhen North station.

A final cash dividend of RMB0.05 per Share (pre-tax) will be distributed to all H shareholders whose names appeared on the register of members of H Shares of the Company on Thursday, 11
June 2015. The registers of members of the Company will be closed from Saturday, 6 June 2015 to Thursday, 11 June 2015 (both days inclusive), during which period no transfer of shares will be registered. For any holders of H Shares of the Company to be qualified for the final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's H share registrars in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday,
5 June 2015.
The Company would like to make the following statements in respect of the distribution of the
Company's final dividends:
Dividends payable to holders of H Shares are calculated in Renminbi and paid in Hong Kong dollars based on the following formula:
Final Dividend in
Hong Kong Dollars
The Renminbi value of the final dividend

The average closing exchange rate of Renminbi to Hong Kong
= dollars as declared by the People's Bank of China during the calendar week preceding the date on which the dividend was
declared
In respect of the Company's 2014 final dividends to be paid to holders of H Shares, the average closing exchange rate of Hong Kong dollars to Renminbi as quoted by the People's Bank of China during the calendar week preceding the date on which the dividend was declared (which was 28 May
2015) was HK$1.00 to RMB0.78891. Therefore, the dividend per H Share of the Company, being
RMB0.05, will be HK$0.063379.
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According to the requirements of the Income Tax Law of the People's Republic of China effective from 1 January 2008 and the implementation rules thereof and the Notice on the Issues concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders which are Overseas Non-resident Enterprises({lil���)E� [f::lj)?H J)E�

lil )(Guo Shui Han [2008] No. 897) issued by

the State Administration of Taxation on 6 November 2008, the dividend for 2014 payable to the non- resident enterprise shareholders whose names appear on the registers of members of the Company's H Shares is subject to a withholding tax at a rate of 10%. Any Shares registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees or trustees and other groups and organizations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax of 10%.
According to the Notice on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui Fa [1993] No. 045 (« lil��[1993] 045 lt'::!'tJill:l lil1/ A i'l'lì») (Guo Shui Han [2011] No. 348) issued by the State Administration of Taxation on 28 June 2011 and the Letter on the Tax Arrangements on Dividends Paid to Hong Kong Residents by Mainland Companies issued by The Stock Exchange of Hong Kong Limited on 4 July
2011, when domestic companies other than foreign invested enterprises which issue shares in Hong Kong distribute dividends to their shareholders, the individual shareholders in general will be subject to a withholding tax at a rate of 10%. When the Company distributes the 2014 final dividend to all individual holders of H Shares whose names appear on the registers of members of the Company's H Shares on Thursday, 11 June 2015, such dividend will be subject to the individual withholding tax at a rate of 10%. However, if otherwise provided by tax laws, relevant tax treaties or notices, the tax will be withheld in accordance with the relevant requirements and tax levy and administration requirements.
According to the relevant requirements of the Notice Regarding Tax Policies Related to the
Shanghai-Hong Kong Stock Connect (Finance Tax [2014] No. 81)({lil�ll!ì1 �mJt5IJilJ'illlJ'i

ijiW,!l lil &JllJji (M [2014] 81lt') )jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, the Company shall withhold an individual income tax at the rate of 20% on dividends derived from the H-Shares of the Company acquired from The Stock Exchange of Hong Kong Limited through the Shanghai-Hong Kong Stock Connect by mainland individual investors. Reference shall be made to individual income tax regulations for dividends received by mainland securities investment funds from shares acquired from Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect. Dividends received by mainland enterprises investors from shares acquired from Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect shall be included in their total income and subject to enterprise income tax. The Company shall not withhold income tax on dividends to mainland enterprise investors who shall report and pay their income tax.

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The Company has appointed Bank of China (Hong Kong) Trustees Company Limited as the receiving agent ('Receiving Agent') of the holders of H Shares in Hong Kong to receive on behalf of the holders of H Shares in Hong Kong dividends declared in respect of the H Shares and to hold the same pending payment in trust for the holders of H Shares. Dividends payable to holders of H Shares will be paid by the Receiving Agent and dispatched on or before 27 July 2015. Dividends distributed to the holders of H Shares by mail shall be posted at the risk of the recipients.
By Order of the Board

Company Secretary

Shenzhen, the PRC, 28 May 2015
As at the date of this announcement, the Board of the Company consists of:

Executive Directors

Wu Yong Shen Yi Luo Qing

Non-executive Directors

Sun Jing
Yu Zhiming
Chen Jianping

Independent Non-executive Directors

Chen Song Jia Jianmin Wang Yunting
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