Dear ADR Holder:
Exhibit 99.1
Dear ADR Holder:
In accordance with the provisions of the Deposit Agreement dated as of May 10, 1996, (the
“Deposit Agreement”), among Guangshen Railway Company Limited, a corporation organized under the
laws of the People’s Republic of China (the “Company”), JPMorgan Chase Bank, N.A. (fka Xxxxxx
Guaranty Trust Company of New York), as depositary (the “Depositary”), and all holders from time to
time of American depositary receipts (“ADRs”) issued thereunder, you are hereby notified that
certain provisions of the Deposit Agreement have been amended by Amendment No. 1 dated as of April
23, 2009 (the “Amendment”) to the Deposit Agreement. In addition to other amendments that can be
viewed on the website of the US Securities and Exchange Commission (xxx.xxx.xxx, the following
provisions of the form of ADR (including all outstanding ADRs) have been amended:
1. Paragraph (7) of each ADR is amended to read as follows:
(7) Charges of Depositary. The Depositary may charge, and collect from, (i)
each person to whom ADSs are issued, including, without limitation, issuances against
deposits of Shares, issuances in respect of Share Distributions, Rights and Other
Distributions (as such terms are defined in paragraph (10)), , and (ii) each person
surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or
reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued,
delivered, reduced, cancelled or surrendered (as the case may be). The Depositary may
sell (by public or private sale) sufficient securities and property received in respect
of Share Distributions, Rights and Other Distributions prior to such deposit to pay
such charge. The following additional charges shall be incurred by the Holders, by any
party depositing or withdrawing Shares or by any party surrendering ADSs, to whom ADSs
are issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the ADSs or the
Deposited Securities or a distribution of ADSs pursuant to paragraph (10)), whichever
is applicable (i) a fee of U.S.$0.02 or less per ADS (or portion thereof) for any Cash
distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per ADR or
ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the
distribution or sale of securities pursuant to paragraph (10) hereof, such fee being in
an amount equal to the fee for the execution and delivery of ADSs referred to above
which would have been charged as a result of the deposit of such securities (for
purposes of this paragraph (7) treating all such securities as if they were Shares) but
which securities or the net cash proceeds from the sale thereof are instead distributed
by the Depositary to Holders entitled thereto, (iv) an aggregate fee of U.S.$0.02 per
ADS per calendar year (or portion thereof) for services performed by the Depositary in
administering the ADRs (which fee may be charged on a periodic basis during each
calendar year and shall be assessed against Holders as of the record date or record
dates set by the Depositary during each calendar year and shall be payable at the sole
discretion of the Depositary by billing such Holders or by deducting such charge from
one or more cash dividends or other cash distributions), provided, however, that if the
Depositary imposes a fee under this clause (iv), then the total of fees assessed under
this clause (iv), combined with the total of fees assessed under clause (i) above,
shall not exceed U.S. $0.02 per ADS in any calendar year, and (v) reimbursement of such
fees, charges and expenses as are incurred by the Depositary and/or any of the
Depositary’s agents (including, without limitation, the Custodian and expenses incurred
on behalf of Holders in connection with compliance with foreign exchange control
regulations or any law or regulation relating to foreign investment) in connection with
the servicing of the Shares or other Deposited Securities, the delivery of Deposited
Securities or otherwise in connection with the Depositary’s or its Custodian’s
compliance with applicable law, rule or regulation (which charge shall be assessed on a
proportionate basis against Holders as of the record date or dates set by the
depositary and shall be payable at the sole discretion of the Depositary by billing
such Holders or by deducting such charge from one or more cash dividends or other cash
distributions). The Company will pay all other charges and expenses of the Depositary
and any agent of the
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Depositary (except the Custodian) pursuant to agreements from time to time between the
Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing Shares), (ii)
cable, telex and facsimile transmission and delivery charges incurred at the request of
persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which
are payable by such persons or Holders), (iii) transfer or registration fees for the
registration or transfer of Deposited Securities on any applicable register in
connection with the deposit or withdrawal of Deposited Securities (which are payable by
persons depositing Shares or Holders withdrawing Deposited Securities; there are no
such fees in respect of the Shares as of the date of the Deposit Agreement), and (iv)
expenses of the Depositary in connection with the conversion of foreign currency into
U.S. dollars (which are paid out of such foreign currency). Such charges may at any
time and from time to time be changed by agreement between the Company and the
Depositary.
2. Paragraph (10) (b) (i) of each ADR is amended to read as follows:
(i) Additional ADRs evidencing whole ADSs representing any Shares available to the
Depositary resulting from a dividend or free distribution on Deposited Securities
consisting of Shares or from a stock split or pursuant to a merger, exchange of
securities or any other transaction or event affecting the ADSs or the Deposited
Securities (any such event defined hereunder as a “Share Distribution”)
3. Paragraph (14) of each ADR is amended by inserting the following sentences immediately
prior to the last sentence thereof:
Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR,
the Depositary and its agents may fully respond to any and all demands or requests for
information maintained by or on its behalf in connection with the Deposit Agreement,
any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such
information is requested or required by or pursuant to any lawful authority, including
without limitation laws, rules, regulations, administrative or judicial process,
banking, securities or other regulators. Neither the Company nor the Depositary nor
any of their respective agents shall be liable to Holders, beneficial owners of
interests in ADSs or any other third parties for any Special Damages.
Existing ADRs will continue to be valid and will not have to be exchanged for new ADRs. The
effective date of the amendment set forth above is 30 days from the date hereof (i.e. May 25,
2009). Every Holder at the expiration of such 30 days shall be deemed by holding an ADR to consent
and agree to such amendment and to be bound by the Deposit Agreement and the ADRs as amended
thereby.
If you have any questions, please call the JPMorgan Service Center at 0-000-000-0000. You can
visit our Website at xxx.xxx for worldwide ADR market information.
JPMorgan Chase Bank N.A., as Depositary
Dated: April 24, 2009
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