United States securities and exchange commission logo
March 29, 2022
Xinpeng Luo
Chief Accountant
Guangshen Railway Company Limited
No. 1052 Heping Road, Luohu District
Shenzhen
People s Republic of China 518010
Re: Guangshen Railway
Company Limited
Form 20-F for
Fiscal Year Ended December 31, 2020
Response dated
February 28, 2022
File No. 001-14362
Dear Mr. Luo:
We have reviewed your February 28, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
January 25, 2022 letter.
Form 20-F for Fiscal Year Ended December 31, 2020
Item 3. Key Information
D. Risk Factors, page 7
1. Please revise to
provide risk factor disclosure specifically addressing the designation of
the railroad
transportation services and / or railway infrastructure and transportation
equipment as a national
security interest of The People s Republic of China. This
disclosure should
explain how any change in this type of designation would impact your
operations, including
your ability to transfer money or other assets out of China or enter
into business
transactions with non-Chinese parties. Also address the impact this would
have on the value of
your ADSs. Provide us with your proposed revisions in response to
this and our other
comments.
Xinpeng Luo
FirstName
GuangshenLastNameXinpeng
Railway Company Luo
Limited
Comapany
March NameGuangshen Railway Company Limited
29, 2022
March2 29, 2022 Page 2
Page
FirstName LastName
2. As a company based in and with the majority of its operations in
China, please revise to
include a stand-alone risk factor regarding the enforceability of
securities law liabilities
against your officers and directors.
Risks Associated with Technology and Cybersecurity, page 13
3. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, including regulations issued in 2022,
please revise your
disclosure to explain how this oversight impacts your business and to
what extent you
believe that you are compliant with the regulations or policies that
have been issued by the
CAC to date.
Risks Relating to Our Shareholders, page 14
4. We note the revised disclosure you intend to provide in response to
comment 1 in your
letter dated December 21, 2021 regarding certain requirements for
investments to be
approved by designated governmental authorities and that you have no
current plan to
issue securities for fund-raising purpose. Please revise to also
address whether Chinese
regulatory authorities could regulate, oversee, control or disallow
your listing, resulting in
the value of your securities significantly declining or becoming
worthless.
5. We note the proposed revision made in response to comment 2 in your
letter dated
December 21, 2021 with regard to significant changes in laws or
regulations. Please also
provide disclosure regarding risks associated with new rules and
regulations promulgated
by the Chinese government (whether enacted or proposed) beyond your
ability to issue
new securities. For example, as you are an infrastructure-related
company, address
potential limits on foreign ownership in the sector in which you
operate. This disclosure
should address the scenario where foreign investment in railroads and
related businesses
are prohibited or restricted and the consequences to the value of your
ADSs.
6. The revised disclosure provided in the response to comment 2 in your
letter dated October
27, 2021 states that even though GRGC owns less than a majority of
your shares, it can
still exert significant influence over you as your largest shareholder
under the terms of
your corporate governance structure. Please expand this disclosure to
provide additional
detail regarding the nature of your relationship with the Chinese
government, including as
it relates to the interests of GRGC and explain the impact this could
have on your
corporate actions and their outcomes. This disclosure should be
specific and cover the
various ways the Chinese government could influence or control your
operations and
activities along with the different potential effects this could have
on you, including as it
relates to the value of your securities.
Risks Relating to Conducting Business in China, page 16
7. In response to comment 1 in your letter dated October 27, 2021 you
proposed to place the
Risk Factor subsection titled Risks Relating to Conducting Business
in China towards
the forepart of the Risk Factors section. Please include the revised
disclosures you intend
Xinpeng Luo
FirstName
GuangshenLastNameXinpeng
Railway Company Luo
Limited
Comapany
March NameGuangshen Railway Company Limited
29, 2022
March3 29, 2022 Page 3
Page
FirstName LastName
to provide regarding the risks relating to operating and being based
in China as the first
item in the Risk Factors section of your annual report.
8. The revised disclosure provided in the response to comment 5 in your
letter dated October
27, 2021 states the PRC government may substantially influence
our operations in a
variety of ways at any time Please further revise this
disclosure to also highlight
separately the risk that the Chinese government may intervene in your
operations at any
time.
9. We note your response to prior comment 1. Please provide us with a
sample of the revised
disclosure you intend to provide.
10. We note your response to prior comment 2. Note that this disclosure
should explain that
being identified as a company whose audit report was issued by a firm
that cannot be
inspected or investigated completely could have a negative effect on
the value of your
securities or cause investors to lose confidence in your financial
statements and reporting.
Acknowledging that you voluntarily delisted your ADSs from the NYSE,
also explain that
if your securities were prohibited from being traded on or were
delisted from the U.S.
securities exchanges, investors could lose all of the value of their
investment and your
securities could become worthless. Please provide us with a sample of
the revised
disclosure you intend to provide.
11. Revise your disclosure to address how recent statements and regulatory
actions by China s
government, such as those related to data security or anti-monopoly
concerns, have or
may impact the company s ability to conduct its business, accept
foreign investments, or
list on a U.S. or other foreign exchange.
12. Your response to comment 1 in your letter dated December 21, 2021
states that any future
issuance of securities to foreign investors would be subject to review
and approval of the
China Securities Regulatory Commission (CSRC). Further revise this
disclosure to
address each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer your
ADSs to foreign
investors. In addition to the CSRC, state whether you or your
subsidiaries are covered by
permissions requirements from the Cyberspace Administration of China
(CAC) or any
other governmental agency that is required to approve your operations,
and state
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied.
Government control of currency conversion may adversely affect our operations
and financial
results, page 16
13. Provide a clear description of how cash is transferred through your
organization. Quantify
any cash flows and transfers of other assets by type that have
occurred between the
holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
distributions that a subsidiary have made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
Xinpeng Luo
Guangshen Railway Company Limited
March 29, 2022
Page 4
made to U.S. investors, the source, and their tax consequences. Your
disclosure should
make clear whether transfers, dividends, or distributions have been
made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash
between entities,
across borders, and to U.S. investors. Describe any restrictions and
limitations on your
ability to distribute earnings from the company, including your
subsidiaries and U.S.
investors.
Item 4 - Information on the Company
C. Organizational Structure, page 38
14. Please revise to provide a chart illustrating your corporate
organization that depicts with
adequate detail your significant subsidiaries and any entities in
which your operations are
conducted.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Branch Chief, at 202-551-3311 with any questions.
FirstName LastNameXinpeng Luo Sincerely,
Comapany NameGuangshen Railway Company Limited
Division of
Corporation Finance
March 29, 2022 Page 4 Office of Energy
& Transportation
FirstName LastName