9 [ Stock Code: 00525 ] 2019 ANNUAL REPORT [Stock Code: 00525] Important Notice 1. 2. 3. The board of directors (“Director(s)”) of the Company (the “Board”), the Supervisory Committee, Directors, Supervisors and senior management of the Company warrant that the contents of this annual report are true, accurate and complete, and there are no misrepresentations, misleading statements or material omissions in this annual report, and jointly and severally accept the related legal responsibility. All Directors of the Company attended the meeting of the Board to consider this annual report. P r i c e w a t e r h o u s e C o o p e r s i s s u e d a n a u d i t r e p o r t f o r t h e C o m p a ny w i t h standardized and unqualified audit opinions. 4. Wu Yong, Chairman of the Board of the Company, Hu Lingling, General Manager, Luo Xinpeng, Chief Accountant, and Liu Qiyi, Chief of Finance Department hereby warrant that the financial statements contained in this annual report are true, accurate and complete. 5. Plan for profits distribution for the reporting period or plan for Common Reserve Capitalization after consideration and discussion by the Board At the fifteenth meeting of the eighth session of the Board of the Company held on 30 March 2020, the Board considered and passed the profit distribution plan of the reporting period, and the Board recommended the payment of a final cash dividend for 2019 of RMB0.06 per share (including tax) to the shareholders of the Company, based on the total share capital of 7,083,537,000 shares as of 31 December 2019, totaling RMB425,012,220. The above proposal is subject to approval at the 2019 Annual General Meeting of the Company. 6. Declaration of risks with respect to forward-looking statements Forward-looking statements, including future plans and development strategies contained in this annual report, do not constitute any actual commitments to the investors of the Company. Investors are advised to consider the risks. 7. Is there any non-regular appropriation of the Company’s fund by its controlling shareholders and their related parties? No 8. Is there any violation of the decision-making procedures with respect to the provision of external guarantee by the Company? No 9. Notice of Material Risks This annual report contains details of future potential risks. Please read “Potential risks” in the chapter “Report of the Directors (Including Management Discussion and Analysis)” for details. 目錄 Contents Chapter 1 Definitions Chapter 2 Company Profile and Major Financial Indicators Chapter 3 Summary of the Company’s Business Chapter 4 Report of the Directors (Including Management Discussion and Analysis) Chapter 5 Matters of Importance Chapter 6 Changes in Ordinary Share Capital and Particulars of Shareholders Chapter 7 Information regarding Preference Shares Chapter 8 Directors, Supervisors, Senior Management and Employees Chapter 9 Corporate Governance Chapter 10 Information regarding Corporate Bonds Chapter 11 Financial Statements Chapter 12 Documents Available for Inspection 10 12 18 22 42 58 67 70 84 106 107 212 GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 1 Definitions I. DEFINITIONS In this report, unless the context otherwise requires, the expressions stated below will have the following meanings: Company Reporting period, this period, Guangshen Railway Company Limited 12 months from 1 January to 31 December 2019 this year Same period last year A Share(s) H Share(s) ADS PRC CSRC SSRB SSE SEHK NYSE SFO Listing Rules Articles Company Law Securities Law 12 months from 1 January to 31 December 2018 Renminbi-denominated ordinary share(s) of the Company with a par value of RMB1.00 issued in the PRC and listed on the SSE for subscription in Renminbi Overseas listed foreign share(s) of the Company with a par value of RMB1.00 issued in Hong Kong and listed on the SEHK for subscription in Hong Kong dollars U.S. dollar-denominated American Depositary Shares representing ownership of 50 H Shares issued by trustees in the United States under the authorization of the Company The People’s Republic of China The China Securities Regulatory Commission The Shenzhen Securities Regulatory Bureau of the China Securities Regulatory Commission The Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited The New York Stock Exchange The Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) The Rules Governing the Listing of Securities on SEHK and/or the listing rules of SSE (as the case may be) The Articles of Association of the Company The Company Law of the PRC The Securities Law of the PRC 010 011 CSRG (Note) CRC (Note) GRGC GZIR WGPR GSHER GZR XSR GSR GGR NGR PRDIR GMSR SR MZR SMR MSR China State Railway Group Co., Ltd. China Railway Corporation China Railway Guangzhou Group Co., Ltd., the largest shareholder of the Company Guangdong Guangzhu Intercity Rail Transportation Company Limited Wuhan-Guangzhou Passenger Railway Line Co., Ltd. Guangzhou-Shenzhen-Hong Kong Express Rail Link Company Limited Guangzhou-Zhuhai Railway Company Limited Xiamen-Shenzhen Railway Company Limited Ganzhou-Shaoguan Railway Company Limited Guiyang-Guangzhou Railway Company Limited Nanning-Guangzhou Railway Company Limited Guangdong Pearl River Delta Inter-city Railway Traffic Company Limited Guangmeishan Railway Limited Company Guangdong Sanmao Railway Limited Company MaoZhan Railway Company Limited Guangdong Shenmao Railway Company Limited Guangdong Meizhou-Shantou Passenger Railway Line Company Limited Note: On 18 June 2019, with the approval of the State Council of the PRC, China Railway Corporation was renamed as China State Railway Group Co., Ltd. (“CSRG”). GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 2 Company Profile and Major Financial Indicators I. GENERAL INFORMATION OF THE COMPANY (1) Company Information Chinese name 廣深鐵路股份有限公司 Chinese name abbreviation 廣深鐵路 English name Guangshen Railway Company Limited Legal representative of the Company Wu Yong (2) Contact Person and Contact Information Name Address Tel. Fax. E-mail Company Secretary Tang Xiangdong No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province (86)755-25588150 (86)755-25591480 ir@gsrc.com Representative of Securities Affairs Deng Yanxia No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province (86)755-25588150 (86)755-25591480 ir@gsrc.com (3) Basic Information Registered Address No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province Postal Code of the Registered Address 518010 Place of Business No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province Postal Code of the Place of Business 518010 Company Website E-mail http://www.gsrc.com ir@gsrc.com (4) Places for Information Disclosure and Reserve Address Newspapers for information disclosure of China Securities Journal, Securities Times, the Company Shanghai Securities News, Securities Daily Websites specified by CSRC to publish the annual report Reserve address of annual report http://www.sse.com.cn http://www.hkexnews.hk http://www.gsrc.com No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province 012 013 (5) Share Information of the Company Type of Shares Stock Exchange Stock Short Name Stock Code A Shares H Shares ADS SSE SEHK NYSE 廣深鐵路 GUANGSHEN RAIL — 601333 00525 GSH (6) Other Relevant Information Auditor engaged by the Company (Domestic) Auditor engaged by the Company (Overseas) Legal advisor as to PRC law Name Office Address PricewaterhouseCoopers Zhong Tian LLP 11/F PricewaterhouseCoopers Center, 2 Corporate Avenue, 202 Hu Name of signing Yao Wenping, Liu Jingping Bin Road, Huangpu District, Shanghai, China auditors Name Office Address PricewaterhouseCoopers 22nd Floor, Prince’s Building, Central, Hong Kong Name Office Address Beijing Grandway Law Office 12/F, Block C, Skyworth Building, 8 South One Street, Hi-Tech Zone, Nanshan District, Shenzhen Legal advisor as to Hong Kong law Legal advisor as to United States law Name Office Address Name Office Address Cleary Gottlieb Steen & Hamilton (Hong Kong) 37th Floor, Hysan Place, 500 Hennessy Road, Hong Kong Jones Day 31st Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong Registrar for A Shares Name China Securities Depository and Clearing Corporation Limited Office Address 36th Floor, China Insurance Building, No. 166, Lujiazui East Road, Shanghai Branch Registrar for H Shares Name Depository Principal banker Office Address Name Office Address Name Office Address Pudong New District, Shanghai Computershare Hong Kong Investor Services Limited Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong JPMorgan Chase Bank, N.A. 13th Floor, No. 4 New York Plaza, New York, USA Construction Bank of China Shenzhen Branch Jiabin Road Sub-branch 1st to 4th Floors, Jinwei Building, Jiabin Road, Shenzhen, China GUANGSHEN RAILWAY 2019 ANNUAL REPORT II. COMPANY PROFILE On 6 March 1996, the Company was registered and established in Shenzhen, the PRC in accordance with the Company Law. In May 1996, the H Shares and ADS issued by the Company were listed on the SEHK and the NYSE respectively. In December 2006, the A Shares issued by the Company were listed on the SSE. In January 2007, the Company used the proceeds from the issue of A Shares to acquire the railway of Guangzhou- Pingshi section, taking the coverage of the Company’s operations into the national trunk line networks. Currently, the Company is the only PRC railway transportation enterprise with its shares listed in Shanghai, Hong Kong and New York. The Company is mainly engaged in the railway passenger and freight transportation businesses, the Hong Kong Through Train passenger services in cooperation with MTR Corporation Limited, and management services for commissioned transportation for other railway companies in the PRC. The Company is also engaged in the provision of integrated services in relation to railway facilities and technology, commercial trading and other industrial businesses that are consistent with the Company’s objectives. The Shenzhen-Guangzhou-Pingshi Railway, which is operated solely and independently by the Company, runs 481.2 kilometers long and connects the entire Guangdong Province vertically. The Guangzhou- Pingshi Railway is the southern part of Beijing-Guangzhou Railway, forming an aorta connecting northern and southern China; whereas the Guangzhou-Shenzhen Railway is one of the two railway passways from mainland China to Hong Kong, linking with the Beijing-Guangzhou, Beijing-Kowloon, Sanshui-Maoming, Pinghu-Nantou and Pinghu-Yantian lines, as well as with the Xiamen-Shenzhen Railway, Guangzhou- Dongguan-Shenzhen Intercity Railway and the East Rail Line in Hong Kong, which form a key integral part of the railway transportation network in the PRC. Passenger transportation is the most important transportation business segment of the Company. As of 31 December 2019, the Company operated 246.5 pairs of passenger trains each day, which include 105 pairs of Guangzhou-Shenzhen inter-city express trains (including 92 pairs of inter-city trains from Guangzhou East to Shenzhen, 12 pairs of Guangzhou East to Chaozhou-Shantou cross-network electric multiple unit (“EMU”) trains, and 1 pair of Shenzhen to Huaiji cross-network EMU trains), 10 pairs of through trains (i.e. 9 pairs of Canton-Kowloon Through Trains, and 1 pair of Beijing/Shanghai-Kowloon Through Trains), and 131.5 pairs of long-distance trains (including 10.5 pairs of Guangzhou-Foshan-Zhaoqing inter-city trains, and 7 pairs of Guangzhou East to Guilin North, Nanning East, Guiyang North and Xiamen cross-network EMU trains). The Company adopts an “as-frequent-as-buses” operation for Guangzhou-Shenzhen inter-city trains, meaning that one pair of China Railway High-speed Trains are dispatched every 10 minutes on average during peak hours between Guangzhou and Shenzhen. The through trains passing through Hong Kong, jointly operated by the Company and MTR Corporation Limited, are an important means of transportation for travelling between Guangzhou and Hong Kong. The Company operates a number of long-distance trains running from and to Guangzhou and Shenzhen, linking with most of the provinces, autonomous regions and municipals across the nation. 014 015 GUANGSHEN RAILWAY 2019 ANNUAL REPORT Freight transportation is an important transportation business segment of the Company. The Company is not only well-equipped with comprehensive freight facilities which enable the efficient transportation of full load cargos, single load cargos, containers, bulky and heavy cargos, dangerous goods, perishable goods and oversized cargos, but also operates rail lines which are closely connected to major ports in Guangzhou and Shenzhen and are at the same time connected to several large industrial zones, logistics zones, and plants and mining enterprises in the Pearl River Delta region via railroad sidings. The major market of the Company’s freight transportation business is domestic mid-to-long-distance transportation, which is also an aspect that the Company enjoys competitive advantages in. Railway operation services are one of the extended passenger and freight transportation services that the Company has expanded since the commencement of operation of WGPR in December 2009. So far, the Company has provided this service to WGPR, GZIR, GSHER, GZR, XSR, GSR, NGR, GGR, PRDIR, MZR, SMR and MSR, where such railway operation service has also become a new area of business growth for the Company. With the successive completion and commencement of operation of a series of high-speed railways and inter-city railways in the “Pan Pearl River Delta” region, the geographical coverage of the Company’s railway operation services will be further expanded. III. MAJOR ACCOUNTING DATA AND FINANCIAL INDICATORS FOR THE PAST FIVE YEARS (Unit: RMB thousand) Year- on-year increase/ decrease (%) 2019 2018 2017 2016 2015 21,178,351 19,828,018 6.81 18,331,422 17,280,504 15,725,309 20,076,414 18,658,213 7.60 16,932,587 15,637,999 14,156,735 1,072,841 1,009,092 747,964 1,062,253 1,068,800 779,034 1.00 (5.59) (3.99) 1,350,358 1,347,132 1,011,768 1,534,235 1,544,009 1,153,700 1,453,947 1,451,838 1,063,308 748,439 784,059 (4.54) 1,015,361 1,158,253 1,070,822 0.11 5.28 0.11 5.53 — (4.52) 0.14 7.17 0.16 8.18 0.15 7.56 Income items Total revenue Total operating expenses Profit from operations Profit before tax Profit after tax Consolidated profit attributable to shareholders Basic earnings per share (RMB) Earnings per ADS (RMB/Unit) 016 017 Increase/ decrease as at the end of the year compared to the end of last year (%) 4.21 17.73 At the end of 2019 36,893,133 7,753,852 At the end of 2018 35,402,237 6,585,908 At the end of 2017 33,994,238 5,337,157 At the end of 2016 32,870,258 4,840,203 At the end of 2015 31,943,272 4,499,010 29,175,726 28,852,299 1.12 28,684,677 28,054,058 27,462,488 4.12 4.07 1.23 4.05 3.96 3.88 Assets and liabilities Total assets Total liabilities Shareholders’ equity interests (excluding interests of minor shareholders) Net assets per share (RMB) IV. D I F F E R E N C E S I N A C C O U N T I N G D A T A U N D E R C H I N E S E A N D INTERNATIONAL ACCOUNTING STANDARDS Applicable ✓Not applicable GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 3 Summary of the Company’s Business I. PRINCIPAL ACTIVITIES, BUSINESS MODEL AND INDUSTRY FACT SHEET DURING THE REPORTING PERIOD (1) Principal Activities and Business Model 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, GSR, NGR, GGR, PRDIR, MZR, SMR and MSR. (2) Industry Fact Sheet 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. On the whole, the tight capacity of the Chinese railways has now 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 2019, the nationwide railways in operation reached 139,000 kilometers; among which, the high-speed railways in operation ran over 35,000 kilometers. During 2019, the national railways had achieved a passenger delivery volume of 3.660 billion people, representing a year-on-year increase of 8.4%; meanwhile, the outbound freight tonnage had reached 4.389 billion tonnes, representing a year-on-year increase of 7.2%. 018 019 II. EXPLANATION OF SIGNIFICANT CHANGES IN THE MAJOR ASSETS OF THE COMPANY DURING THE REPORTING PERIOD For an explanation of the significant changes in the major assets of the Company during the reporting period, please see the section headed “Analysis of Assets and Liabilities” in the chapter “Report of the Directors (Including Management Discussion and Analysis)” in this annual report. III. SIGNIFICANT CHANGES IN CORE COMPETENCIES DURING THE REPORTING PERIOD Applicable ✓Not applicable GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 4 Report of the Directors (Including Management Discussion and Analysis) Chairman of the Board I. CHAIRMAN’S STATEMENT Dear shareholders, On behalf of the Board, I am pleased to present the audited operating results of the Company for 2019 for the shareholders to review. (1) Business review In 2019, facing the complicated landscape where both the domestic and overseas risks and challenges have considerably increased, China persisted in striving for achievements with a prudent approach. In adhering to the new development philosophy, China persisted with the implementation of supply-side structural reforms and actively promoted high-quality development so as to achieve overall national economic stability and key objectives. Throughout the year, China also achieved a gross domestic product (GDP) of RMB99 trillion, representing a year-on-year growth of 6.1%. Meanwhile, the national railway experienced a steady growth in both passenger and freight transportation, with passenger delivery volume and outbound freight tonnage reaching 3.660 billion people and 4.389 billion tonnes respectively, representing year-on-year increments of 8.4% and 7.2% respectively. 022 023 Given such positive macro-economic conditions and industrial developments, coupled with the sound leadership of the Board and the joint efforts of its employees, the Company managed its operations with a close adherence to its business objectives, and at the same time focused on “building up China’s strength in transportation with railway as the priority（交通強國、鐵路先行）” and deepened its vision of “strengthening the foundation, improving quality and efficiency（強基達標、提質增效）”. It also thoroughly implemented activities and campaigns to boost the capacity of its freight transportation and the quality of its passenger transportation services, for example its organization and launch of the “Three Safeguards and Three Increases（三保三增）” initiative. The Company also actively adopted measures such as “replenishing customers with goods, expanding railway operations, and increasing inter-city EMU trains（以貨補客、拓展鐵 路運營業務、增開跨線城際動車組列車）” to cushion the impact caused by the diversion effect from the high- speed railway network and the introduction of the now-withdrawn extradition bill in Hong Kong. Each of the duties and goals as set by the Board at the beginning of the year has been effectively accomplished. During the reporting period, the Company’s transportation safety remained stable as a whole, bringing steady improvements to the operating revenue of the Company; in the meantime, its net profit was comparable to that of the same period of last year. In 2019, the Company achieved a passenger delivery volume of 85,130,500 people, representing a year- on-year decline of 4.72%, while its freight delivery volume amounted to 16,240,500 tonnes, representing a year-on-year increase of 3.39%. Additionally, the Group achieved operating revenue of RMB21.178 billion, representing a year-on-year growth of 6.81%; consolidated profits attributable to shareholders amounted to RMB748 million, representing a year-on-year decline of 4.54%; and its basic earnings per share amounted to RMB0.11. Throughout 2019, the Board duly performed its duties under the Articles. With their meticulous and conscientious efforts, all Directors strived to enhance the Company’s corporate governance and regulate its operations management. During the year, the Company convened 2 general meetings, 5 Board meetings and 7 Audit Committee meetings, at which the Company made sound decisions in relation to important matters of the Company, such as the Company’s profit distribution, financial budget, production and operation, connected transactions, establishment of systems, changes in accounting policies, changes of Directors and Supervisors, and appointments of senior management so as to enhance the Company’s continuous development. The Company has always strived to enhance its enterprise value, where it persists in ensuring a long- term and stable cash dividend distribution policy, and safeguarding an ongoing favorable return to its shareholders. The Board recommended the payment of final cash dividends of RMB0.06 per share for 2019, representing 54.55% of the basic earnings per share for the year. The aforementioned proposal shall be subject to the consideration and approval of the shareholders at the Company’s 2019 Annual General Meeting. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Prospects Shareholders are reminded that the Company has made certain forward-looking statements in this annual report in relation to the national and overseas economic landscapes and the railway transportation market, as well as the Company’s work plans for the year of 2020 and the future. These forward-looking statements are subject to the influences of various uncertainties, where the actual outcome may be greatly different from these forward-looking statements of the Company. These statements do not constitute any commitments to the future operating results of the Company. Please be advised to consider the investment risks. 2020 is the year for concluding China’s plans of developing a fairly well-off society and its “Thirteenth Five- Year Plan（十三五）”. Facing the complex and ever-changing internal and external environment and the short-term impact of the novel coronavirus (COVID-19) outbreak, China’s economy faces great downward pressure. Although the economic growth may experience a further slow down, we should also pay heed to the fact that national development is still in a crucial period of strategic opportunities, where the long- term promising outlook of the Chinese economy has not changed. Through deepening supply-side structural reform, taking forward the economic reform and liberation, as well as expediating the optimization and upgrades in its economic structures, China can still realize sustainable and healthy growth in its economy amid these difficulties. With respect to industry developments, despite the fact that the sudden outbreak of the novel coronavirus (COVID-19) has hampered the railway transportation quite substantially in the short run, with the steady developments of the macro-economy and the flourishing growth of national high-speed and inter-city railway networks, national railway passenger and freight transportation market demands are expected to remain steady in 2020. In 2020, against the backdrop of the abovementioned operating environment, the Company will raise high the banner of President Xi Jingping’s Great Thought on Socialism with Chinese Characteristics for a New Era, meanwhile thoroughly achieve the national and industry authorities’ plans on railway works to deeply practice its very initial vision of “building up China’s strength in transportation with railway as the priority （交通強國、鐵路先行）”. While insisting on giving its best efforts firstly on the prevention and control of the COVID-19 pandemic and the assurance of manufacturing and work safety, the Company will also adhere to a market-oriented approach with its focus being on economic efficiency. On the one hand, the Company will strive to adapt to the new normal of economic developments and the new mechanism for industry management; on the other hand, it will also proactively deepen the supply-side structural reform of railway transportation in response to a series of major national strategies, such as “The Belt and Road Initiative”, the development plan for the Guangdong-Hong Kong-Macao Greater Bay Area, and the building of a pioneering demonstration zone in Shenzhen. Additionally, the Company will also strengthen its costs and expenses control, and continue to boost its transportation service quality and operation management, coordinate and manage its work in the areas of safety, transportation, operation, construction and stability, in order to make greater contributions to the success of comprehensively establishing a well-off community and the conclusion of China’s “Thirteenth Five-Year Plan （十三五）”. I, together with the members of the Board, believe that in the forthcoming year, the Company is going to attain new achievements in different aspects and create new value for our shareholders. Together, we will make new contributions to the development of the society with the strong support of all shareholders and various sectors in the public, along with the joint efforts of the Board, Supervisory Committee, management and staff. By Order of the Board Wu Yong Chairman of the Board Shenzhen, China 30 March 2020 024 025 II. DISCUSSION AND ANALYSIS OF THE PRINCIPAL OPERATION OF THE COMPANY DURING THE REPORTING PERIOD In 2019, the operating revenue of the Company was RMB21,178 million, representing an increase of 6.81% as compared to RMB19,828 million for the same period of last year. Of the Company’s operating revenue, revenue from passenger transportation, freight transportation, railway network usage and other transportation-related services, and other businesses were RMB8,010 million, RMB2,113 million, RMB9,903 million and RMB1,153 million respectively, accounting for 37.82%, 9.98%, 46.76% and 5.44% of the total revenue respectively. Profit from operations amounted to RMB1,073 million, representing a year-on-year increase of 1.00% as compared to RMB1,062 million in the previous year; consolidated profit attributable to shareholders was RMB748 million, representing a year-on-year decrease of 4.54% as compared to the RMB784 million in the previous year. (1) Analysis of principal operations 1. An analysis of changes in items of the income statement and the cash flow statement Item Operating revenue Operating expenses Other losses — net Finance costs — net Income tax expenses Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Current period Same period last year Change (%) (Unit: RMB thousand) 21,178,351 20,076,414 29,096 56,710 261,128 2,395,245 (2,087,032) (484,632) 19,828,018 18,658,213 108,613 630 289,766 3,261,402 (2,113,132) (570,032) 6.81 7.60 (73.21) 8,901.59 (9.88) (26.56) (1.24) (14.98) GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. Analysis of revenue and costs (i) Passenger transportation 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. As of 31 December 2019, the Company operates 246.5 pairs of passenger trains on a daily basis, which consists of 105 pairs of Guangzhou-Shenzhen inter-city trains (comprising 92 pairs of inter-city trains from Guangzhou East to Shenzhen, 12 pairs of Guangzhou East to Chaozhou-Shantou cross-network EMU trains, and 1 pair of Shenzhen to Huaiji cross-network EMU trains); 10 pairs of through trains (comprising 9 pairs of Canton- Kowloon Through Trains, and 1 pair of Beijing/Shanghai-Kowloon Through Trains); and 131.5 pairs of long-distance trains (comprising 10.5 pairs of Guangzhou-Foshan-Zhaoqing inter-city trains, and 7 pairs of Guangzhou East to Guilin North, Nanning East, Guiyang North and Xiamen cross-network EMU trains). The table below sets forth the revenue from passenger transportation and passenger delivery volume for this period in comparison with those from the same period last year: Revenue from passenger transportation (RMB ten thousand) — Guangzhou-Shenzhen inter-city trains — Through trains — Long-distance trains — Other revenue from passenger transportation Passenger delivery volume (Persons) — Guangzhou-Shenzhen inter-city trains — Through trains — Long-distance trains Total passenger — kilometers (‘00 million passenger-kilometers) 2019 2018 Year-on-year increase/ decrease (%) 800,959 310,199 26,117 411,184 53,459 85,130,541 40,031,110 1,858,093 43,241,338 810,838 287,734 49,759 415,807 57,538 89,348,416 40,297,195 3,596,888 45,454,333 240.58 254.97 (1.22) 7.81 (47.51) (1.11) (7.09) (4.72) (0.66) (48.34) (4.87) (5.64) • The decreases in revenue from passenger transportation and passenger delivery volume were mainly due to the following: During the reporting period, the Company actively organized the addition of cross-network EMU trains and long-distance trains in several cities (such as the cross- network EMU trains from Guangzhou East to Chaozhou-Shantou and from Shenzhen to Huaiji, and the long-distance trains from Guangzhou East to Shantou, Guangzhou East to Heyuan, and Shenzhen to Heyuan). However, with the diversion effect from the commencement of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link and the optimization of the national high- speed and inter-city railway network, coupled with the impact caused by the introduction of the now- withdrawn extradition bill in Hong Kong in the second half of 2019, the annual passenger delivery volume of the Company still recorded a decline, and revenue from passenger transportation also decreased accordingly. 026 027 (ii) Freight transportation 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 this period as compared with the same period last year: Revenue from freight transportation (RMB ten thousand) — Revenue from freight charges — Other revenue from freight transportation Outbound freight volume (tonnes) Full-distance volume of outbound freight traffic 2019 2018 211,260 174,091 184,936 160,969 37,169 16,240,502 23,967 15,708,483 (‘00 million tonne-kilometers) 1,499.83 1,344.17 Year-on-year increase/ decrease (%) 14.23 8.15 55.08 3.39 11.58 • The increases in revenue from freight transportation and outbound freight volume were mainly due to the following: Along with steady macro-economic developments, the sustained push of the PRC’s policy of “Highway Transportation to Railway Transportation（公轉鐵）” and the implementation of the national campaign of improving rail freight transportation capacity, the outbound freight volume of the Company had improved, where the revenue from freight transportation also increased accordingly. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (iii) Railway network usage and other transportation business Railway network usage and other transportation services provided by the Company mainly include passenger and freight transportation railway network usage, the 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 this period in comparison with those of the same period last year: Revenue from railway network usage and other transportation related services (RMB ten thousand) (a) Railway network usage services (b) Other transportation services — Railway operation services — Other services 2019 2018 Year-on-year increase/ decrease (%) 990,338 420,689 569,649 379,043 190,606 886,564 385,526 501,038 329,323 171,715 11.71 9.12 13.69 15.10 11.00 • • The increase in the revenue from railway network usage services was mainly due to the following: Along with steady macro-economic developments, the sustained push of the PRC’s policy of “Highway Transportation to Railway Transportation（公轉鐵）” and the implementation of the national campaign of improving rail freight transportation capacity, the number of goods delivered through railway transportation increased, and the revenue from freight transportation railway network usage services also increased accordingly. The increase in the revenue from other transportation services was mainly due to the following: During the reporting period, the workload of the Company in several aspects, including the provision of railway operations and passenger services, increased, and the corresponding revenue also increased accordingly. (iv) Other businesses 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. In 2019, revenue from other businesses was RMB1,153 million, representing an increase of 14.75% as compared to RMB1,005 million for the same period last year. 028 029 (Unit: RMB thousand) Year-on-year increase/ decrease (%) 239.41 8.61 6.42 (100.00) 5.50 2018 16,242 6,912,390 5,370,634 58,490 1,342,344 2019 55,127 7,507,439 5,715,665 — 1,416,128 1,073,731 917,898 53,992 1,612,683 — 1,581,685 220,113 171,390 — 137,117 1,150,190 18,942,185 571,504 320,748 11,332 24,615 — 82,550 123,480 1,134,229 20,076,414 44,450 98,820 1,095,845 17,610,188 534,025 315,983 — 28,058 11,332 53,759 104,868 1,048,025 18,658,213 16.98 100.00 1.96 28.43 (100.00) 38.75 4.96 7.56 7.02 1.51 100.00 (12.27) (100.00) 53.56 17.75 8.23 7.60 (v) Analysis of costs By Industry Railway business Other business Item Business tax and surcharges Employee benefits Equipment leases and services Lease of land use right Materials and supplies Repairs and facilities maintenance costs (materials and supplies excluded) Depreciation of right-of-use assets Depreciation of fixed assets Cargo logistics and outsourcing service fees Amortization of leasehold land payment Utility and office expenses Other Subtotal Employee benefits Materials and supplies Depreciation of right-of-use assets Depreciation of fixed assets Amortization of leasehold land payment Utility and office expenses Other Subtotal Total • The increase in the costs of the railway business was mainly due to the following: (a) increases in wages and welfare expenses due to industry-wide wage adjustments; (b) additions or extensions of cross-network EMU trains (such as from Guangzhou East to Chaozhou-Shantou, and from Shenzhen to Huaiji), additions of long-distance trains in several cities (such as from Guangzhou East to Shantou, from Guangzhou East to Heyuan, and from Shenzhen to Heyuan), and the increase in outbound freight volume, which accordingly led to an increase in the costs of equipment rental and service fees; (c) the addition of cross-network EMU trains and long-distance trains, and the increase in workload of railway operations and passenger services provided by the Company, which accordingly increased consumption of materials and utilities, as well as passenger service fees and other costs; (d) the implementation of designated rectification projects for the purpose of expediting the achievement of goals for rail lines which provide railway operation services, which accordingly led to an increase in the maintenance costs of rail lines. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (vi) Major sales customers and suppliers During the reporting period, the sales from the top five customers of the Company amounted to RMB 4,279.81 million, accounting for 20.21% of the total annual sales; of which the sales from related parties amounted to RMB4,279.81 million, accounting for 20.21% of the total annual sales. During the reporting period, the purchases from the top five suppliers of the Company amounted to RMB2,158.15 million, accounting for 21.39% of total annual procurement; of which purchases from related parties amounted to RMB1,554.22 million, accounting for 15.41% of the total annual procurement. 3. Expenses Year-on-year increase/ (Unit: RMB thousand) Item Other losses — net 2019 29,096 2018 decrease (%) Major reason for the change 108,613 (73.21) The decrease in expenses from the reform of “Three Supplies and One Property （三供一業）”. Finance costs — 56,710 630 8,901.59 The recognition of the provision of interest net Income tax expenses 4. Cash flow Net cash flows from operating activities Net cash flows from investment activities Net cash flows from financing activities 261,128 289,766 (9.88) The decrease in the total profit before tax. expenses of lease liabilities as a result of the implementation of the new lease standard. (Unit: RMB thousand) Year-on-year increase/ 2019 2018 decrease (%) Major reason for the change 2,395,245 3,261,402 (26.56) The decrease in the railway operation service fees received, and the increase in costs such as labor costs and tax payments. (2,087,032) (2,113,132) (1.24) — (484,632) (570,032) (14.98) The decrease in the declared payment of final cash dividends for 2018 during the reporting period. 030 031 (2) Analysis of assets and liabilities Amount at the end of current period 23,566,081 Amount at the end of previous period 24,184,248 (Unit: RMB thousand) Changes in amount from the end of previous period to the end of current period (%) Major reason for the change (2.56) The provision of depreciation for the newly added, purchased and constructed fixed assets. 3,037,618 — 100.00 The Company recognized lease liabilities and right-of-use assets based on the carrying amount of the outstanding lease payment under land operating commitment as a result of the implementation of the new lease standard. Item Fixed assets Right-of-use assets Construction-in- 2,378,974 1,828,372 30.11 The increase in the expenses of construction- progress Leasehold land payment — 1,924,496 (100.00) The Company recognized lease liabilities and in-progress investments. right-of-use assets based on the carrying amount of the outstanding lease payment under land operating commitment as a result of the implementation of the new lease standard. Trade receivables 4,502,084 3,861,617 16.59 The increase in receivables from the provision Cash and cash equivalents Lease liabilities 1,562,334 1,738,753 of railway operation service. (10.15) The decrease in deposits held in banks. 1,117,936 — 100.00 The Company recognized lease liabilities and Contract liabilities 458,820 203,631 right-of-use assets based on the carrying amount of the outstanding lease payment under land operating commitment as a result of the implementation of the new lease standard. 125.32 The increase in advance payments from passenger and freight transportation. Payables from fixed assets and construction- in-progress Accruals and other payables 1,802,592 2,441,647 (26.17) The decrease in payables for constructions and equipment. 2,355,560 2,076,798 13.42 The compensation received in advance in relation to the resumption of land use rights over Guangzhou East Shipai Old Goods Yard. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (3) Analysis of investment positions 1. General analysis on investments in external equity interests 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. Details of investments in the external equity interests of the Company at the end of the reporting period are set out in Notes 10, 11 and 15 to the financial statements. (i) Significant investments in equity interests During the reporting period, the Company had no significant investments in equity interests. (ii) Significant non-equity investments During the reporting period, the significant non-equity investment projects of the Company mainly included: Project name Purchases of CRH6A EMU trains (6 pairs) Improvements of automatic blocking and computer inter-locking equipment of the section from Guangzhou to Pingshi of Beijing-Guangzhou railway Improvements of system adaptability of the traction power supply system of the section from Pingshi to Guangzhou of Beijing- Guangzhou railway Expansion project of the Guangzhou North vehicle section Reconstruction of the section from Guangzhou East to Xintang of Guangshen line III and IV Construction of public rental houses for staff in Shipai of Guangzhou area Project amount Progress of project Invested amount during this year Actual amount invested in aggregate (Unit: RMB ten thousand) 77,328 100% 54,130 77,328 72,651 68% 12,189 49,361 58,499 37,600 67% 74% 5,549 39,439 11,175 27,837 36,383 100% 1,673 28,518 35,000 54% 2,102 18,738 032 033 (iii) Financial assets at fair value Details of financial assets at fair value which were held by the Company during the reporting period are set out in Note 15 to the financial statements. (4) Disposal of major assets and equity interests During the reporting period, there was no disposal of major assets and equity interests by the Company. (5) Analysis on major subsidiaries and investee companies 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. III. DISCUSSION AND ANALYSIS ON THE FUTURE DEVELOPMENT OF THE COMPANY (1) Industry landscape and trend Industry development trend: Being the aorta of the nation’s economy, a key infrastructure, a significant project for people’s livelihood, the backbone of 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 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. On the whole, the tight capacity of the Chinese railways has now been alleviated, the bottleneck 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. To expedite the construction of a contemporary railway network with reasonable layout and wide coverage along with high efficiency, convenience, safety and economic efficiencies, the Medium to Long Term Plan for Railway Network Development （《中長期鐵路網規劃》） (2016-2025) had been jointly modified by the National Development and Reform Commission, Ministry of Transport and CRC in July 2016, highlighting a more ambitious “Eight East- West Lines and Eight South-North Lines（八縱八橫）” high-speed railway network for the new era. As such, it is expected that the railway transportation industry will continue to develop rapidly in the long-run, and both railway passenger and freight transportation capacity and the competitive edge of the railway will continue to grow at a steady pace. GUANGSHEN RAILWAY 2019 ANNUAL REPORT Industry competition scenario: The national railway is highly concentrated with a unified transportation management system. Competition within the industry mainly arises as a result of external factors, such as by other transportation industries (including highways, aviation and water transportation), and this is expected to continue to exist in the long run. However, with the gradual deepening of market-oriented railway reforms (including reforms in the investment and financing system, transportation management system, and pricing mechanism), entry barriers to the railway industry will gradually be relaxed, and investment entities in the railway industry will become more diversified. Following the completion of construction and the commencement of operation of the State’s high-speed railway network with “Four East-West Lines and Four South-North Lines（四縱四橫）” and numerous inter-city railways, the competition structure of the railway transportation industry is expected to experience substantial changes; not only will competition with other industries (such as highways, aviation and water transportation) intensify, competition within the railway industry will also gradually increase. (2) Development strategies of the Company Under the sound leadership and scientific decision-making of the Board, the Company will capitalize on the historic opportunities presented by large-scale railway constructions, while proactively adapt to the policy direction of the railway system reform, in order to establish a steadfast foothold in the Guangdong- Hong Kong-Macao Greater Bay Area, and to optimize and enhance its business portfolio centered on railway passenger and freight transportation which are complemented by the railway-related businesses. Striving to become a first-class railway transportation services enterprise in the PRC and achieve its development objective of “scaling up and consolidating its strengths（做大做強）”, the Company will also focus on improving its quality of service and continuously advancing its innovations in management, services and technologies. (3) Operating plans At the fifteenth meeting of the eighth session of the Board of the Company held on 30 March 2020, the Board considered and approved the financial budget for the year of 2020. The Company plans to achieve a passenger delivery volume of 83.30 million people (excluding commissioned transportation) and outbound freight volume of 16.97 million tonnes. To achieve these objectives, the Company will focus on the following tasks: 1. Production safety: Consistently adopting the approach of “safety first, prevention-led, integrated governance（安全第一、預防為主、綜合治理）”, while taking the opportunity to deepen the construction of safety and quality standards, strengthen thematic education on safe development, improve the safety production accountability system and emergency rescue system, optimize professional safety management and dual prevention mechanisms, and promote improvements in security governance capabilities. 034 035 2. Passenger transportation: Firstly, strictly adhering to the centralized deployment and requirements of the national and industry authorities to implement a series of measures for the prevention and control of the novel coronavirus (COVID-19) outbreak in order to resolutely perform effective work in the prevention and control of the outbreak; secondly, on the basis of the foregoing, ensuring timely adjustment of transportation organization in response to the developments in the outbreak and changes in passenger flow, and gradually resuming normal operations of trains in order to strive for improvements in passenger volume and revenue; thirdly, strengthening the consolidated studies of railway passenger transportation markets, proactively applying to the industry authorities for the additions of long-distance trains travelling from all terminals under the Company’s management to regions that are not yet covered by the current high-speed railway routes; fourthly, further improving the service environment of passenger transportation and customers’ service experience, by enhancing the quality and efficiency of passenger transportation. 3. Freight transportation: Firstly, continuing to implement the supply-side reform of railway services, optimizing the pricing and marketing mechanisms of freight transportation, vigorously expanding project markets such as those related to major customers, “Highway Transportation to Railway Transportation（公轉 鐵）”, water-rail inter-modal freight transportation and containers, optimizing the mechanism of differentiated products and expanding product coverage; secondly, expediting construction projects of logistics bases and freight yards, striving to expand the modern logistics markets. 4. Operational management: Firstly, strengthening the comprehensive budget management, performance appraisal as well as the management and control of the operational risks in order to devote efforts to improve the operation and management performance of the Company; secondly, facilitating the in-depth implementation of cutting costs and expenses, and strictly controlling the costs, expenses and expenditures in order to slash costs and boost efficiency; thirdly, deepening the operation and development of assets, and intensifying efforts on the comprehensive developments of land, striving for revitalizing the Company’s land resources, and improving the return on the Company’s assets. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (4) Potential risks Type of risk Description of risk Addressing measures Macro-economic risk Policy and regulatory risk Transportation safety risk The railway transportation industry is highly related to the macro-economic development conditions and is greatly affected by the macro-economic atmosphere. If the macro-economic outlook declines in the future, the Company’s operating results and financial condition may be adversely affected. The railway transportation industry i s g r e a t l y a f f e c t e d b y p o l i c i e s and regulations. With changes in t h e d o m e s t i c a n d i n t e r n a t i o n a l e c o n o m i c e n v i r o n m e n t , a n d t h e reform and development of the r a i l w a y t r a n s p o r t a t i o n i n d u s t r y , c o r r e s p o n d i n g a d j u s t m e n t s i n the related laws, regulations and industrial policies may be required. These changes may give rise to u n c e r t a i n t i e s t o t h e C o m p a n y ’ s business development and operating results. Transportation safety is the prerequisite a n d f o u n d a t i o n f o r t h e r a i l w a y transportation industry in maintaining n o r m a l o p e r a t i o n s a n d a g o o d r e p u t a t i o n . I n c l e m e n t w e a t h e r , mechanical failures, human errors and other force majeure events may adversely affect the transportation safety of the Company. The Company will pay close attention to the changes in international and domestic macro-economic conditions, strengthen its analysis and research on the contributing factors relating to the railway and transportation industry, adjust its development strategies in a timely manner in response to changes i n t h e m a r k e t e n v i r o n m e n t , a n d strive to maintain the stability of the Company’s production and operation. T h e C o m p a n y w i l l p r o a c t i v e l y engage in various seminars on the f o r m u l a t o i n a n d i m p r o v e m e n t o f i nd u st ri al p ol ic es and re gu l at i on s development, study the latest changes in policies and regulations, capture the development opportunities brought by the amendments of policies and regulations, and adopt a prudent approach in addressing uncertainties caused by changes in policies and regulations. The Company will actively participate i n r e g u l a r t r a n s p o r t a t i o n s a f e t y meetings held by competent authorities of the industry to understand the transportation safety condition of the Company, deploy resources in its transportation safety management, establish and optimize safety risk management and control, and intensify t h e t r a i n i n g o f s a f e t y k n o w l e d g e and capabilities of its transportation personnel. 036 037 Type of risk Market competition risk Description of risk Other transportation methods (such as aviation, road and water) compete with railway transportation in certain markets. In addition, a range of highspeed railways and inter-city railways have been completed and commenced operation along with the development of the railway transportation industry. Internal c o m p e t i t i o n w i t h i n t h e r a i l w a y transportation industry has also i n t e n s i f i e d . T h e C o m p a n y m a y be subject to greater competitive pressure in the future, which in turn could impact the operating results of the Company. Financial risk T h e o p e r a t i n g a c t i v i t i e s o f t h e Company are subject to various f i n a n c i a l r i s k s , s u c h a s f o r e i g n exchange risks, interest rate risks, credit risks and liquidity risks. Addressing measures T h e C o m p a n y w i l l t a k e p r o a c t i v e m e a s u r e s t o a d d r e s s m a r k e t c o m p e t i t i o n . F o r p a s s e n g e r t r a n s p o r t a t i o n , t h e C o m p a n y w i l l leverage the advantages of “safe, c o m f o r t a b l e , c o n v e n i e n t , o n t i m e （安 全、 舒 適、 方 便、 準 點 ）” railway transportation, improve service facilities and enhance service quality. In respect of freight transportation, the Company is committed to increasing the loading and unloading efficiency and the turnover rate of its freight trains to improve the freight train frequency. In addition, the Company will strengthen its analysis and research on the railway transportation m a r k e t , a n d p r o a c t i v e l y a p p l y t o competent authorities of the industry to add new long-distance trains in areas not yet covered by high-speed railways. The Company has established a set of managerial procedures for financial risks with a focus on the uncertainties of the financial market. It is also dedicated to minimizing to the potential a d v e r s e i m p a c t s o n t h e f i n a n c i a l performance of the Company. For more detailed analysis, please refer to Note 3 to the financial statements. (5) Explanation of COVID-19 outbreak and its impact In early 2020, the outbreak of the novel coronavirus (COVID-19) (“COVID-19”) occurred in China. According to information presently available to the Company and taking into account the following factors: (1) the significant reduction in the passenger volume of the Company in the first quarter of 2020 resulting in a drastic drop in revenue from passenger transportation, which has only recently gradually resumed; (2) the surge in costs incurred by the epidemic prevention measures of the Company; (3) the possible extension of receivables turnover time; and (4) the possible increment in impairment loss of receivables resulting in a higher risk for the incurrence of bad debts, the Company expects that the COVID-19 outbreak will pose adverse impacts on the operations of the Company in the first quarter of 2020. After many efforts of different parties, the domestic outbreak in China to date has been effectively controlled. The Company is not aware of any specific impacts of COVID-19 outbreak on the operation and financial performance of the Company in the first quarter of 2020. Meanwhile, the extent of the impact of the incident on the annual operation and financial performance of the Company in 2020 will depend on the progress and duration of the epidemic prevention and control, as well as the implementation of national prevention and control measures. The Company will continue to pay close attention to the development of the outbreak, and at the same time proactively combat and evaluate the impact on aspects such as the financial standing and operating results of the Company. GUANGSHEN RAILWAY 2019 ANNUAL REPORT IV. EXPLANATION OF CONDITIONS AND REASONS NOT DISCLOSED BY THE COMPANY IN ACCORDANCE WITH STANDARDS DUE TO NON- APPLICABLE STANDARDS AND REGULATIONS OR SPECIAL REASONS SUCH AS NATIONAL SECRETS, COMMERCIAL SECRETS Applicable ✓Not applicable V. OTHER DISCLOSURES (1) Liquidity and source of funding During the reporting period, the principal source of funding of the Company was revenue generated from its operating activities. The Company’s capital was mainly used for operating and capital expenses, and the payment of taxes. The Company has sufficient cash flow and believes that it has sufficient working capital, bank loans and other sources of funding to meet its operation and development needs. As of the end of the reporting period, the Company had no borrowings of any form. The Company’s capital commitments and operating commitments as of the end of the reporting period are set out in Note 38 to the financial statements. As of the end of the reporting period, the Company had no charges on any of its assets and had not provided any guarantees, and had no entrusted deposits. The gearing ratio (calculated by the balance of liabilities divided by the balance of total assets as of the end of the period) of the Company was 21.02%. (2) Risk of foreign exchange rate fluctuations and related hedges 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 currency risks are minimized mainly through monitoring the size of transactions in foreign currencies and foreign currency denominated assets and liabilities. 038 039 (3) Taxation Details of income tax applicable to the Company during the reporting period are set out in Note 33 to the financial statements. (4) Interest capitalized During the reporting period, no interest was capitalized in the fixed assets and construction-in-progress of the Company. (5) Properties and fixed assets During the reporting period, all properties held by the Company were for the purpose of developments, and their percentage ratios (as defined in Rule 14.04(9) of the Listing Rules of SEHK) did not exceed 5%. Movements in the properties and fixed assets held by the Company during the reporting period are set out in Note 6 to the financial statements. (6) Undistributed profit Details of movements in the undistributed profit of the Company during the reporting period are set out in the Consolidated Statement of Changes in Equity. (7) Surplus reserve Details of movements in the surplus reserve of the Company during the reporting period are set out in the Consolidated Statement of Changes in Equity and Note 23 to the financial statements. (8) Subsidiaries Details of the principal subsidiaries of the Company as at the end of the reporting period are set out in Note 10 to the financial statements. (9) Material investments held, material acquisitions and disposals of subsidiaries and associates, and future plans of material investments or acquisition of capital assets Except as disclosed in this annual report, during the reporting period, the Company had no material investments, had not carried out any material acquisition and disposal of subsidiaries and associates, and had no definite plan for material investment or acquisition of capital assets. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (10) Contingent liabilities At the end of the reporting period, the Company had no contingent liability. (11) Fixed interest rate At the end of the reporting period, the Company had no loan bearing fixed interest rates. (12) Laws and regulations During the reporting period, the Company complied with all relevant laws and regulations that have a significant impact on the Company. (13) Board of Directors of the Company As of the date of publication of this annual report, the Directors of the Company are as follows: Executive Directors: Wu Yong, Hu Lingling, Guo Xiangdong Non-executive Directors: Guo Ji’an, Guo Jiming, Zhang Zhe Independent Non-executive Directors: Chen Song, Jia Jianmin, Wang Yunting (14) Directors of subsidiaries At the end of the reporting period, except for Dongguan Changsheng Enterprise Company Limited and Zengcheng Lihua Stock Company Limited, none of the subsidiaries of the Company had set up their board of directors. The members of the boards of directors of the above subsidiaries are as follows: Name of Company Name of Board Member Dongguan Changsheng Enterprise Luo Jiancheng, Li Yingtang, Chen Longwei, Lin Wensheng, Company Limited Huang Ruibin, Yin Jinwen, Ren Zhuoquan Zengcheng Lihua Stock Company Luo Jiancheng, Zhu Xiaoqiang, Chen Longwei, Lin Wensheng, Limited Huang Jian (15) Persons of significant relationship with the Company During the reporting period, except as disclosed in this annual report, the Company had no other relationship with its employees, customers and suppliers apart from the relationship of employees, customers and suppliers, and no other person had a significant impact on the business of the Company. 040 041 (16) Valuation of property interests or tangible assets During the reporting period, the Company did not conduct any valuation on its properties or other tangible assets in accordance with Chapter 5 of the Listing Rules of SEHK. (17) Management contracts During the reporting period, the Company did not enter into any contract containing the following terms: the counterparty of the contract undertakes to be responsible for the management and administration of the whole or any substantial part of any business of the company pursuant to the contract; and the contract is not a service contract entered into with any director or full-time employee of the company. (18) Loans to entities During the reporting period, the Company did not provide any loan to any entity. (19) Permitted compensation provisions At the end of the reporting period, the Company did not have any compensation provision for the benefit of the Directors (including former Directors) of the Company, or any of the affiliated companies. GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 5 Matters of Importance Chairman of the Supervisory Committee I. PLANS FOR PROFIT DISTRIBUTION OF ORDINARY SHARES OR COMMON RESERVE CAPITALIZATION (1) Formulation, implementation and adjustment of cash dividend distribution policy Pursuant to the related requirements of the “Notice on Further Implementing Issues concerning Cash Dividends Distribution of Listed Companies”（《關於進一步落實上市公司現金分紅有關事項的通知》）by CSRC and SSRB, the Company amended provisions related to profit distribution in the Articles in 2012. The amended Articles clearly stipulate the standards, percentages and related decision-making procedures for cash dividend distribution by the Company, and the detailed conditions, decision-making procedures and mechanisms for adjustments to the profit distribution policy by the Company, which will provide systematic guarantee for the due diligence of the Independent Directors, the full expression of the minority shareholders’ requests, and full protection of the legal interests of minority shareholders. 042 043 The principal requirements of cash dividends under the profit distribution policy of the Company are: where the conditions for cash dividend distribution are met, the Company, principally, shall distribute dividends in cash once a year, with the annual dividend distribution ratio being not less than 30%. Within three consecutive years, the accumulated profits distributed in cash of the Company shall not be less than 30% of the three-year annual average distributable profits. Unless otherwise stipulated by laws or administrative regulations, the amount of interim dividends distributed shall not exceed 50% of the distributable profits as stated in the interim profits statement of the Company. The Company may distribute interim dividends in the form of cash. Since its listing in 1996, the Company has consistently adhered to a sustained and stable profit distribution policy, emphasized reasonable returns to investors and strived for the sustainable development of the Company. During the reporting period, the Company implemented the profit distribution plan of 2018, pursuant to which the Company distributed a cash dividend of RMB0.60 (tax inclusive) per 10 shares to all shareholders of the Company, totaling RMB425,012,220 on the basis of the total share capital at the end of 2018. (2) Plans or budgets for dividend distribution of ordinary shares or common reserve capitalization of the Company for the past three years (including the reporting period) Number of bonus shares per 10 shares (share) Amount of dividends per 10 shares (incl. tax) (RMB) 0 0 0 0.60 0.60 0.80 Number of scrip shares per 10 shares (share) 0 0 0 Amount of cash dividends (incl. tax) 425,012 425,012 566,683 Year of distribution 2019 2018 2017 (Unit: RMB thousand) Net profit attributable to the ordinary shareholders of the Company in the consolidated financial statements for the year of distribution 748,439 784,059 1,015,361 Percentage of net profit attributable to the ordinary shareholders of the Company in the consolidated financial statements (%) 56.79 54.21 55.81 Explanation of the profit distribution budget for 2019: The Board recommended the payment of a final cash dividend of RMB0.06 per share (including tax) for 2019 to all shareholders of the Company, based on the total share capital of 7,083,537,000 shares as at 31 December 2019, totaling RMB425,012,220. GUANGSHEN RAILWAY 2019 ANNUAL REPORT The above budget is subject to the consideration and approval of the shareholders at the Company’s 2019 Annual General Meeting. The Company will complete the profit distribution within two months after the budget has been considered and approved. Holders of A Shares of the Company are reminded to promptly and carefully read the announcement to be published by the Company on the website of SSE (http://www.sse.com.cn) on the distribution of dividends for 2019, which contains details of the distribution of the final cash dividends for 2019. Holders of H Shares of the Company are reminded to promptly and carefully read the Notice of the 2019 Annual General Meeting and the announcement of poll results of the 2019 Annual General Meeting to be published by the Company on the website of SEHK (http://www.hkexnews.hk) on the date of the general meeting which contain details of the distribution of the final cash dividends for 2019. The Company expects to complete the distribution of dividends within two months after the date of consideration and approval at the general meeting. To the best knowledge of the Company, as of the date of publication of this annual report, there are no arrangements for shareholders to waive or agree to waive the proposed distribution of final dividend for 2019. 044 045 II. FULFILLMENT OF COMMITMENTS (1) Commitments made by related parties, including de facto controllers of the Company, shareholders, related parties, purchasers and the Company during or continued into the reporting period Background Type Commitment related to initial public offerings Resolve industry competition Party GRGC GRGC Resolve connected transactions Other commitments Other GRGC Other GRGC Contents of the commitment GRGC and any of its subsidiaries will not engage, directly or indirectly, by any means, in any business activities that may compete with the railway transportation and related businesses of the Company within the service territory of the Company. After the acquisition of the transportation operational assets and businesses of Guangzhou-Pingshi section, GRGC and any of its subsidiaries will not compete with the Company either. GRGC will reduce the number of connected transactions as much as practicable in its operation relations with the Company. For necessary connected transactions, GRGC will perform these connected transactions on the basis of openness, justice and fairness without abusing its position as the largest shareholder of the Company and behaving in a manner that is detrimental to the interests of the Company. GRGC leased the occupied land in the Guangzhou-Pingshi section to the Company after acquiring such land by means of authorized operation. The leasing agreement entered into by the Company and GRGC became officially effective on 1 January 2007, pursuant to which the land use right for the Guangzhou-Pingshi Railway line was leased to the Company by GRGC for a term of 20 years. It has been agreed by the two parties that the annual land rent should not exceed RMB74 million. GRGC has issued a letter of commitment to the Company in October 2007, in relation to the enhancement of the management of undisclosed information. Date and term of commitment — — Execution time limit Strict compliance No Yes No Yes 20 years Yes Yes October 2007 No Yes GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) The Company’s explanation of whether the original profit forecast has been met with respect to the assets or projects and the related reasons for such in the event that any profit forecast exists for the Company’s assets or projects and the reporting period is still within the profit forecast period Achieved Not achieved ✓ Not applicable III. APPROPRIATION OF FUND AND PROGRESS OF DEBT CLEARANCE LISTING IN THE REPORTING PERIOD Applicable ✓ Not applicable I V . E X P L A N A T I O N O F A C C O U N T A N T ’ S “ N O N - S T A N D A R D A U D I T REPORT” BY THE COMPANY Applicable ✓ Not applicable V. THE COMPANY’S ANALYSIS AND EXPLANATION OF THE REASONS FOR AND IMPACT OF CHANGES IN ACCOUNTING POLICIES AND A C C O U N T I N G E S T I M A T E S O R R E C T I F I C A T I O N O F S I G N I F I C A N T ACCOUNTING ERRORS (1) The Company’s analysis and explanation of the reasons for and impact of changes in accounting policies and accounting estimates Details of the changes in the Company’s accounting policies during the reporting period are set out in Note 2.2 to the financial statements. (2) The Company’s analysis and explanation of the reasons for and impact of rectification of significant accounting errors Applicable ✓ Not applicable (3) Communications with predecessor accountant Applicable ✓ Not applicable 046 047 VI. ENGAGEMENT AND DISMISSAL OF ACCOUNTING FIRMS Name of domestic auditor Remuneration of domestic auditor Term of engagement of domestic auditor (years) Name of international auditor Remuneration of international auditor Term of engagement of international auditor (years) PricewaterhouseCoopers Zhong Tian LLP Currently engaged (Unit: RMB ten thousand) PricewaterhouseCoopers 500 12 310 17 Auditor for internal control Financial adviser PricewaterhouseCoopers Zhong Tian LLP Deloitte Touche Tohmatsu Name Remuneration 30 19 VII. RISK OF SUSPENSION OF LISTING Applicable ✓ Not applicable VIII. INFORMATION AND REASON FOR DELISTING Applicable ✓ Not applicable IX. BANKRUPTCY AND RESTRUCTURING Applicable ✓ Not applicable X. MATERIAL LITIGATION AND ARBITRATION The Company had material litigation and arbitration during this year ✓ The Company did not have any material litigation and arbitration during this year GUANGSHEN RAILWAY 2019 ANNUAL REPORT XI. PENALTIES IMPOSED ON THE COMPANY AND ITS DIRECTORS, S U P E R V I S O R S , S E N I O R M A N A G E M E N T , C O N T R O L L I N G SHAREHOLDERS, DE FACTO CONTROLLER AND PURCHASER, AND THE RECTIFICATION THEREOF Applicable ✓ Not applicable X I I . E X P L A N A T I O N O F T H E I N T E G R I T Y O F T H E C O M P A N Y A N D ITS CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLER DURING THE REPORTING PERIOD During the reporting period, there were no matters requiring explanation of the integrity of the Company and its controlling shareholders and de facto controller. XIII. THE COMPANY’S SHARE INCENTIVE SCHEME, EMPLOYEE STOCK OWNERSHIP PLAN, OR OTHER EMPLOYEES’ INCENTIVE MEASURES AND THEIR IMPACT Applicable ✓ Not applicable XIV. MATERIAL RELATED PARTY TRANSACTIONS (1) Related party transactions related to daily operations On 1 November 2016, the Company and CRC (including GRGC and its subsidiaries) entered into a comprehensive services framework agreement for the mutual provision of services for a term of three years. The agreement was approved by the independent shareholders at the extraordinary general meeting of the Company on 30 December 2016, and expired on 31 December 2019. 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. The related party transactions related to daily operations entered into by the Company during the reporting period are set out in Note 39(c) to the financial statements. The Company confirms that the following transactions constitute 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 Note 39(c) to the financial statements. With regard to the following transactions, the Company has complied with the rules and requirements of Chapter 14A of the Listing Rules of SEHK. 048 049 1. Transactions conducted with GRGC and its subsidiaries (Unit: RMB thousand) Parties Relationship Type of transaction GRGC and its subsidiaries Largest shareholder and its subsidiaries Provision of services GRGC and its subsidiaries Subsidiaries of GRGC GRGC and its subsidiaries GRGC and its subsidiaries Largest shareholder and its subsidiaries Subsidiaries of the largest shareholder Largest shareholder and its subsidiaries Largest shareholder and its subsidiaries Provision of services Provision of services Sales of goods Services received GRGC and its subsidiaries GRGC and its subsidiaries GRGC and its subsidiaries GRGC and its subsidiaries Largest shareholder and its subsidiaries Largest shareholder and its subsidiaries Largest shareholder and its subsidiaries Largest shareholder and its subsidiaries Services received Services received Purchase of goods Services received Description of transaction Basis of pricing for the transaction Train services By consultation according to full cost Amount of transaction 2,060,518 Railway network settlement services through CSRG Railway operation services pricing, or settled according to the prices determined by CSRG Settled according to the prices determined 1,563,191 by CSRG Based on agreement according to cost plus 812,470 Sales of materials and supplies Based on agreement pricing Train services By consultation according to full cost 45,642 774,291 Railway network settlement services through CSRG Repair and maintenance services pricing, or settled according to the prices determined by CSRG Settled according to the prices determined 2,194,467 by CSRG By consultation according to full cost pricing 441,719 Purchase of materials and Based on agreement 623,433 supplies Construction work services Based on fixed amount approved by national 363,424 railway works GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. Transactions conducted with CSRG and other railway enterprises (Unit: RMB thousand) Type of transaction Provision of services Description of transaction Train services Basis of pricing for the transaction By consultation according to full cost pricing, or settled according to the prices determined by CSRG Amount of transaction 69,958 Provision of services Railway network settlement services through CSRG Settled according to the prices determined 2,479,015 by CSRG Provision of services Provision of services Railway operation services Based on agreement according to cost plus 2,392,333 pricing Truck maintenance services Settled according to the prices determined 370,990 by CSRG Sales of goods Sales of materials and supplies Based on agreement 8,330 Provision of services Apartment leasing services By consultation according to full cost 574 pricing Services received Train services By consultation according to full cost pricing, or settled according to the prices determined by CSRG 37,408 Services received Railway network settlement services through CSRG Settled according to the prices determined 2,107,765 by CSRG Services received Purchase of goods Services received Repair and maintenance By consultation according to full cost 29,066 services pricing Purchase of materials and Based on agreement 23,968 supplies Construction work services Based on fixed amount approved by 23,636 national railway works Parties CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises CSRG and other railway enterprises Relationship De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries De facto controller of the largest shareholder and its subsidiaries 050 051 (2) Related party transactions related to acquisitions or disposals of assets or equity Applicable ✓ Not applicable (3) Material related party transactions in relation to joint external investments Applicable ✓ Not applicable (4) Related claims and debts Related Parties Shenzhen Pinghu Qun Yi Railway Store Loading and Unloading Company Limited Zengcheng Lihua Stock Company Limited Relationship Wholly-owned subsidiary Controlling subsidiary Total Impact of the related claim and debt on the Company (Unit: RMB ten thousand) Fund provided to related party Opening balance 908 1,231 2,139 Addition — — — Closing balance 908 1,231 2,139 No significant impact on the operation results and financial position of the Company. (5) Contracts entered into with the largest shareholder of the Company and its subsidiaries Except as disclosed in this annual report, during the reporting period, none of the Company or its subsidiaries have entered into other material contracts with the largest shareholder of the Company or its subsidiaries. (6) Confirmation of continuing connected transactions by Independent Directors The Company instituted its internal control procedures to ensure that continuing connected transactions were conducted in compliance with the relevant connected transaction requirements pursuant to the Listing Rules of SEHK. The internal auditors of the Company also reviewed these transactions and ensured the adequacy and effectiveness of the internal control procedures, and provided its findings to the Independent Non-executive Directors. After making appropriate enquiries with the management, the Independent Non- executive Directors of the Company confirmed that the continuing connected transactions entered into by the Company during the reporting period were entered into in the ordinary and usual course of its business and conducted on normal commercial terms, in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Company and its shareholders as a whole, and did not exceed the caps disclosed in the previous announcements of the Company. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (7) Confirmation of continuing connected transactions by the auditors of the Company The auditors of the Company have carried out procedures on the connected transactions of the Company for the year ended at the end of the reporting period in accordance with the Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagement Other Than Audits or Reviews of Historical Financial Information” and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants, and reported that, with respect to the above connected transactions: (i) nothing has come to the attention of the Company’s auditors that would cause them to believe that the disclosed continuing connected transactions have not been approved by the Board of the Company; (ii) for transactions involving the provision of goods or services by the Company, nothing has come to the attention of the Company’s auditors that would cause them to believe that such transactions were not, in all material respects, in accordance with the pricing policies of the Company; (iii) nothing has come to the attention of the Company’s auditors that would cause them to believe that such transactions were not entered into, in all material respects, in accordance with the terms of the agreements governing such transactions; (iv) with respect to the aggregate amount payable or receivable under each of the continuing connected transactions, nothing has come to the attention of the Company’s auditors that would cause them to believe that the aggregate amounts payable or receivable under such continuing connected transactions has exceeded the maximum aggregate annual caps as disclosed in the previous announcements issued by the Company. XV. MATERIAL CONTRACTS AND THE IMPLEMENTATION THEREOF (1) Trust, contracted businesses and leasing affairs Applicable ✓ Not applicable (2) Guarantees or financial assistance Applicable ✓ Not applicable (3) Entrusted cash asset management carried out by other person(s) Applicable ✓ Not applicable 052 053 (4) Pledges During the reporting period, the largest shareholder of the Company and its de facto controller have not pledged the interests in all or part of the shares of the Company held as support for the Company’s indebtedness, guarantees or other liabilities. (5) Loan agreements and their performance During the reporting period, the Company and its subsidiaries did not enter into any loan agreements or violate any terms of any loan agreements which had a significant impact on its operation. (6) Other material contracts Applicable ✓ Not applicable During the reporting period, except as disclosed in this annual report, the Company did not enter into any other material contracts. XVI. EXPLANATION OF OTHER MATERIAL EVENTS Applicable ✓ Not applicable XVII. ACTIVE FULFILLMENT OF SOCIAL RESPONSIBILITY (1) Poverty alleviation by listed companies Applicable ✓ Not applicable (2) Social responsibility efforts During the reporting period, the Company did not have any significant environmental protection or other significant social safety issues. For details concerning the Company’s fulfillment of its social responsibilities in the areas of transportation safety, environmental protection and social welfare during the reporting period, please refer to the 2019 Social Responsibility Report disclosed on the website of SSE (http://www.sse.com. cn), the HKEXnews website of SEHK (http://www.hkexnews.hk) and the website of the Company (http:// www.gsrc.com). GUANGSHEN RAILWAY 2019 ANNUAL REPORT (3) Explanation of environmental protection efforts 1. Explanation of environmental protection efforts taken by companies and their substantial subsidiaries which are the key discharging units announced by the environmental protection department 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 2019 as announced by the Bureau of Environmental Protection of Guangzhou Municipality, while the Guangzhou vehicles section is a key waste discharging unit for water environment of Shenzhen for the year of 2019 as announced by the Human Settlements and Environment Commission of Shenzhen Municipality. The environmental protection efforts related to the locomotive maintenance depot in Guangzhou have been disclosed in accordance to the related requirements and the specific requirements of the local government authorities. For more details, please visit the website of the Bureau of Environmental Protection of Guangzhou Municipality at http://210.72.1.33:8013/gzydzf2-enterprise/qyhjbgs/list2018?openMsgTaskId=201 904121253358792652&year=2019. 054 055 The environmental protection efforts related to the locomotive maintenance depot in Guangzhou are as follows: i. Information related to discharge Name of the company Guangzhou vehicles section Name of major pollutants and characteristic pollutants PH Petroleum-related Synthetic anionic surfactants Ammonia nitrogen COD BOD Way of discharge Discharge into the municipal water distribution network after the process at wastewater treatment plant Number of discharge outfall Distribution of discharge outfall Intensity of discharge (Mg/L) The discharge standard in force (Mg/L) Total amount of discharge (tonnnes/ day) The audited total amount of discharge (tonnes/ day) Excess discharge 1 The wastewater treatment plant at Sungang passenger and technology station 7.82 0.04 0.05 5.62 3.8 2.3 6-9 5 5 10 90 20 300 500 Nil GUANGSHEN RAILWAY 2019 ANNUAL REPORT ii. Pollution prevention and control measures and its implementation The Sungang passenger and technology station of the Guangzhou vehicles section is supported by a wastewater treatment plant built in 2008 with a daily wastewater processing capacity of 700 tonnes, where hydrolysis acidification and sequencing batch reactor (SBR) are adopted for wastewater treatment. The entire wastewater treatment system can largely be controlled automatically. Since its establishment, the wastewater treatment processing facility at the Sungang passenger and technology station has been operating normally, with all treated wastewater meeting discharge standards. iii. The evaluation of environmental impacts from construction projects and information related to other administrative permissions for environmental protection The wastewater treatment plant at the Sungang passenger and technology station of the Guangzhou vehicles section holds a pollutant discharge permit of Guangdong Province issued by the Human Settlements and Environment Commission of Shenzhen Municipality, which will expire on 25 September 2022. iv. The contingency plan for environmental emergencies The Sungang passenger and technology station of the Guangzhou vehicles section has developed a detailed and practical contingency plan (wastewater-specific) for environmental emergencies to ensure that any sudden environmental and ecological damages in the wastewater treatment plant are efficiently dealt with and any losses and damages to the community resulting from various environmental emergencies are minimized. v. Automatic environmental supervision The wastewater treatment plant at the Sungang passenger and technology station of the Guangzhou vehicles section is equipped with automatic water quality monitoring equipment for real-time monitoring of water quality in order to ensure all treated wastewater meet discharge standards at all times. In addition, qualified supervisors are engaged to perform regular inspections on water quality. vi. Other environmental information which should be disclosed Applicable ✓ Not applicable 2. Explanation on the environmental protection efforts by the companies other than the key discharging units Applicable ✓ Not applicable 056 057 3. Explanation on the reasons for non-disclosure of environmental protection efforts by the companies other than the key discharging units Applicable ✓ Not applicable 4. Explanation on the follow-up plans or subsequent changes on the disclosure of environmental protection efforts during the reporting period Applicable ✓ Not applicable XVIII. CONVERTIBLE COMPANY BONDS Applicable ✓ Not applicable GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 6 Changes in Ordinary Share Capital and Particulars of Shareholders General Manager I. PARTICULARS OF CHANGES TO ORDINARY SHARE CAPITAL (1) Changes in ordinary shares During the reporting period, there was no change in the Company’s total number of ordinary shares or to the structure of its share capital. (2) Changes in shares with selling restrictions Applicable ✓ Not applicable 058 059 II. PARTICULARS OF SECURITIES ISSUED AND LISTINGS (1) Particulars of securities issued up to the reporting period The Company did not issue any securities for the 3 years prior to the end of the reporting period. (2) Changes in the Company’s total number of ordinary shares and shareholding structure and changes in the structure of assets and liabilities of the Company During the reporting period, there was no change in the total number of ordinary shares and shareholding structure and the structure of assets and liabilities of the Company as a result of the issue of bonus shares, the conversion of equity capital, increases in share capital, placing, allotment and issuance of new shares or other reasons. (3) Existing employee shares The Company has not issued shares to any of its employees as of the end of the reporting period. III. PARTICULARS OF SHAREHOLDERS AND DE FACTO CONTROLLER (1) Total number of shareholders Total number of ordinary shareholders as of the end of the reporting period Total number of ordinary shareholders as of the end of the previous month before the date of disclosure of the annual report 220,581 222,292 GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Shareholdings of the top ten shareholders and top ten holders of tradable shares (or holders of shares without selling restrictions) as of the end of the reporting period Particulars of the shareholding of the top ten shareholders of the Company Name of shareholder (in full) China Railway Guangzhou Group Co., Ltd. Number of shares held at the end of the period 2,629,451,300 Percentage (%) 37.12 HKSCC NOMINEES LIMITED (Note) 1,566,653,485 Lin Naigang 124,000,000 Central Huijin Investment Company Limited 85,985,800 China Securities Finance Corporation Limited 53,883,592 Agricultural Bank of China Limited — CSI 500 Trading Index Securities Investment Open- ended Fund Taiyuan Iron and Steel (Group) Co., Ltd. 33,425,105 30,688,289 Harvest Fund — Agricultural Bank of China — 28,101,600 Harvest CSI Financial Asset Management Plan Li Haihong Yinhua Fund — Agricultural Bank of China — Yinhua CSI Financial Assets Management Scheme 27,470,000 26,814,300 22.12 1.75 1.21 0.76 0.47 0.43 0.40 0.39 0.38 Shares in pledge or frozen Number of shares held with selling restrictions Status — Nil — Unknown — Unknown — Unknown — Unknown — Unknown — Unknown — Unknown — Unknown — Unknown Number Nature of shareholder — State-owned legal person — Foreign legal person — Domestic natural person — State-owned legal person — State-owned legal person — State-owned legal person — State-owned legal person — Other — Domestic natural person — Other 060 061 Top ten holders of shares of the Company without selling restrictions Class and number of shares Number of shares held without selling restrictions 2,629,451,300 1,566,653,485 124,000,000 85,985,800 53,883,592 Class RMB ordinary shares RMB ordinary shares Overseas listed foreign shares RMB ordinary shares RMB ordinary shares RMB ordinary shares 33,425,105 30,688,289 RMB ordinary shares RMB ordinary shares 28,101,600 27,470,000 RMB ordinary shares RMB ordinary shares Number 2,629,451,300 148,829,136 1,417,824,349 124,000,000 85,985,800 53,883,592 33,425,105 30,688,289 28,101,600 27,470,000 26,814,300 RMB ordinary shares 26,814,300 The Company is not aware of any of the above shareholders being connected or acting in concert as defined in the “Administrative Measures on Acquisitions of Listed Companies”（《上市公司收購管理 辦法》）. Name of shareholder China Railway Guangzhou Group Co., Ltd. HKSCC NOMINEES LIMITED (Note) Lin Naigang Central Huijin Investment Company Limited China Securities Finance Corporation Limited Agricultural Bank of China Limited — CSI 500 Trading Index Securities Investment Open-ended Fund Taiyuan Iron and Steel (Group) Co., Ltd. Harvest Fund — Agricultural Bank of China — Harvest CSI Financial Asset Management Plan Li Haihong Yinhua Fund — Agricultural Bank of China — Yinhua CSI Financial Assets Management Scheme Statement regarding the connected relationship or acting in concert arrangements of the above shareholders Note: HKSCC NOMINEES LIMITED represents 香 港 中 央 結 算（代 理 人 ）有 限 公 司 , holding 148,829,136 A Shares and 1,417,824,349 H Shares of the Company. These shares were held on behalf of various clients respectively. The shareholdings and selling restrictions of the top ten shareholders with selling restrictions GUANGSHEN RAILWAY 2019 ANNUAL REPORT Applicable ✓ Not applicable (3) So far as the Directors, Supervisors and senior management of the Company are aware, as of the end of the reporting period, the following persons, other than Directors, Supervisors and senior management of the Company, held interests or short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under Section 336 of Part XV of the SFO, as follows: Name of shareholder Class of shares Number of shares held China Railway Guangzhou Group A Shares 2,629,451,300(L) Co., Ltd. Pacific Asset Management Co., Ltd. H Shares 229,188,000(L) BlackRock, Inc. H Shares 157,372,040(L) 371,050(S) Pandanus Associates Inc. H Shares 143,718,000(L) BlackRock Global Funds H Shares 114,237,000(L) FIDELITY FUNDS H Shares 112,580,000(L) Kopernik Global Investors LLC H Shares 108,799,054(L) Percentage of share capital of the Company of the same class (%) Percentage of total share capital of the Company (%) 46.52(L) 37.12(L) 16.01(L) 3.24(L) 11.00(L) 0.03(S) 2.22(L) 0.01(S) 10.04(L) 2.03(L) 7.98(L) 1.61(L) 7.87(L) 1.59(L) 7.60(L) 1.54(L) Capacity Beneficial owner Investment manager Interest of controlled corporation Interest of controlled corporation Beneficial owner Beneficial owner Investment manager 062 063 Note: The letter ‘L’ denotes a long position; the letter ‘S’ denotes a short position. (4) Strategic investors or ordinary legal person becoming top 10 shareholders by way of placing of new shares Applicable ✓ Not applicable IV. INFORMATION OF THE LARGEST SHAREHOLDER AND ITS DE FACTO CONTROLLER (1) Information on the largest shareholder 1. Legal person Name Person in charge or legal representative Date of incorporation Principal operations Equity interests in other domestic and overseas listed controlling and invested companies during the reporting period GRGC Wu Yong 5 December 1992 O r g a n i z a t i o n a n d m a n a g e m e n t o f r a i l w a y p a s s e n g e r a n d f r e i g h t transportation, technologies and other industrial development etc. Nil 2. Chart on the property rights and controlling relationship between the Company and its largest shareholder GRGC 37.12% The Company GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Information on the de facto controller of the largest shareholder 1. Legal person Name Person in charge or legal representative Date of incorporation Principal operations Equity interests in other domestic and overseas listed controlling and invested companies during the reporting period CSRG (Note) Lu Dongfu 14 March 2013 Diversified operations with railway transportation services of passengers and freights as its main business. CSRG is the de facto controller of Daqin Railway Co. Ltd., China Railway Tielong Container Logistics Co. Ltd. and Beijing-Shanghai High Speed Railway Co., Ltd., all of which are companies listed on SSE. Note: On 18 June 2019, with the approval of the State Council of the PRC, CRC was renamed as CSRG. 2. Changes of the de facto controller of the largest shareholder during the reporting period Applicable ✓ Not applicable 3. Chart on the property rights and controlling relationship amongst the Company and the largest shareholder of the Company and its de facto controller CSRG 100% GRGC 37.12% The Company 064 065 V. OTHER CORPORATE SHAREHOLDERS WITH A SHAREHOLDING OF 10% OR ABOVE As of the end of the reporting period, other than the aforementioned largest shareholder, there was no other corporate shareholder with a shareholding of 10% or above in the Company (except for HKSCC NOMINEES LIMITED). VI. EXPLANATION OF REDUCED SHAREHOLDING Applicable ✓ Not applicable VII. PUBLIC FLOAT As of the end of the reporting period, the public float of the Company was 4,454,085,700 shares, representing 62.88% of the total share capital of the Company. Calculated at HK$2.50 per share, which is equal to the closing price of the Company’s H Shares as of 31 December 2019, the market capitalization of the public float was approximately HK$11.135 billion. The public float of the Company was in compliance with the requirements of the relevant rules on the sufficiency of public float. VIII. DUPLICATION During the reporting period, the Directors, chief executives and such other persons of the Company did not have duplicated interests. IX. REPURCHASE, SALE OR REDEMPTION OF THE LISTED SHARES OF THE COMPANY As of the end of 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. GUANGSHEN RAILWAY 2019 ANNUAL REPORT X. PRE-EMPTIVE RIGHTS 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. XI. TRANSACTIONS INVOLVING THE COMPANY’S OWN SECURITIES As of the end of the reporting period, neither the Company nor its subsidiaries had issued or granted any convertible securities, options, warrants or other similar rights, or had any redeemable securities or share option schemes. XII. TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES As of the end of the reporting period, holders of listed securities of the Company were not entitled to obtain any tax relief due to their holding of such securities pursuant to the laws of the PRC. Chapter 7 Information Regarding Preference Shares 068 067 INFORMATION REGARDING PREFERENCE SHARES Applicable ✓ Not applicable GUANGSHEN RAILWAY 2019 ANNUAL REPORT GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 8 Directors, Supervisors, Senior Management and Employees I. CHANGES IN SHAREHOLDINGS AND REMUNERATION (1) Changes in shareholdings and remunerations of Directors, Supervisors and senior management (current and resigned during the reporting period) Total remuneration received from the Company (before tax) during the reporting period (RMB ten thousand) — 55.3 — — — — — 44.8 42.2 11.2 14.8 11.2 — — — — — — 38.9 37.6 44.6 44.1 44.4 Number of shares held at the beginning of the year — Number of shares held at the end of the year — — — — — — — 80,000 — — — — — — 80,000 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 23 December 2019 23 December 2019 End of engagement period Beginning of engagement period 18 December 2014 15 June 2020 16 December 2014 15 June 2020 26 May 2016 15 June 2020 9 December 2015 6 June 2018 15 June 2020 23 December 2019 15 June 2020 26 June 2008 23 December 2019 15 June 2020 6 June 2018 23 December 2019 15 June 2020 25 September 2019 28 December 2010 29 October 2019 29 October 2019 6 January 2004 3 December 2019 6 January 2004 23 December 2019 25 June 2009 15 June 2020 29 May 2014 15 June 2020 29 May 2014 15 June 2020 29 May 2014 15 June 2020 29 May 2014 15 June 2020 13 June 2019 13 June 2019 2 June 2011 26 June 2008 15 June 2020 23 December 2019 15 June 2020 12 May 2005 28 May 2015 29 May 2014 2 April 2018 23 December 2019 15 June 2020 15 June 2020 30 December 2016 29 October 2019 Gender Age 56 Male 56 Male Hu Lingling Name Wu Yong 47 Male 52 Male 60 Male Male 48 Female 47 54 Male Guo Ji’an Guo Jiming Yu Zhiming* Zhang Zhe Chen Xiaomei* Guo Xiangdong Position (Note) Chairman of the Board Executive Director Executive Director General Manager Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Executive Director Chairman of Labor Union Deputy General Manager Secretary of the Board Secretary of the Company Male Executive Director 55 Male Independent Non-executive Director 47 Male Independent Non-executive Director 62 Independent Non-executive Director Male 61 Chairman of the Supervisory Committee Male 56 Male Shareholder Representative Supervisor 46 Male Shareholder Representative Supervisor 51 Male Shareholder Representative Supervisor 53 Male Shareholder Representative Supervisor 52 Male Shareholder Representative Supervisor 58 49 Male Employee Representative Supervisor Female 49 Employee Representative Supervisor Deputy Secretary of the Party and 53 Male Working Committee, and Secretary of the Discipline Inspection and Working Commission Luo Jiancheng Deputy General Manager Tang Xiangdong Deputy General Manager, and Secretary Luo Qing* Chen Song Jia Jianmin Wang Yunting Liu Mengshu Xiang Lihua Shen Jiancong* Chen Shaohong Meng Yong Li Zhiming* Zhou Shangde Song Min Gong Yuwen Male Male 47 51 of the Board Secretary of the Company Chief Accountant Chief Accountant — Luo Xinpeng Total 3 December 2019 19 December 2008 29 October 2019 29 October 2019 — — Male — 54 — — 80,000 — 80,000 18.2 407.3 Whether remuneration was received from related parties of the Company Yes No Yes Yes Yes Yes Yes No No No No No Yes Yes Yes Yes Yes Yes No No No No No No — 070 071 Notes: (1) (2) During the reporting period, except as disclosed in the above table, none of the Directors, Supervisors or senior management of the Company has held or dealt in the shares of the Company, or has held share options of the Company or has been granted any shares of the Company with selling restrictions. “*” means that the person had resigned during the reporting period. Name Biography Wu Yong Mr. Wu, male, born in June 1963, is the Chairman of the Board of the Company. Mr. Wu holds a bachelor’s degree, and is a certified senior engineer. He had served successively as the deputy bureau chief of Benghu Sub-bureau of Shanghai Railway Bureau, the commander chief of Hefei-Wuhan Railway Engineering Construction Headquarters of Shanghai Railway Bureau, the bureau chief assistant and the deputy bureau chief of Wuhan Railway Bureau, and the bureau chief and the deputy party secretary of Chengdu Railway Bureau, the chairman and the general manager of GRGC and the deputy secretary of the party committee. He is currently the chairman of GRGC and the secretary of the party committee. Hu Lingling Mr. Hu, male, born in November 1963, is an Executive Director and the General Manager of the Company. Mr. Hu holds a bachelor’s degree and is an engineer. He had served successively as the deputy chief engineer and the deputy station master of Shaoguan Station (the current Shaoguan East Station) of the Yangcheng company headquarters of GRGC, the deputy chief engineer and the deputy general manager of the Yangcheng company headquarters of GRGC, and the director of the transportation department and the deputy general manager of GRGC. He had also worked in the global business department in the headquarters of the International Union of Railways in Paris, France and served as the deputy general manager of Guangzhou-Shenzhen-Hong Kong Express Rail Link Company Limited. He is currently the General Manager of the Company. Guo Ji’an Mr. Guo, male, born in August 1972, is a Non-executive Director of the Company. Mr. Guo holds a bachelor’s degree and is a senior engineer. He had served successively as the vice director of the transportation department of GRGC, the general manager of Guangzhou Branch of China Railway Container Transportation Limited, the director of the transportation department of GRGC, the deputy chief engineer of GRGC, the deputy in charge of the preparation team of Beijing-Shanghai Passenger Railway Line Company, and the director and deputy general manager of GRGC. He is currently a director and general manager of China Railway Jinan Group Co., Ltd. Guo Jiming Mr. Guo, male, born in December 1967, is a Non-executive Director of the Company. Mr. Guo holds a bachelor’s degree and is a certified senior accountant. He had previously served as the deputy head of the Finance Subsection of Wuhan Sub-bureau of Zhengzhou Railway Bureau, the head of the Finance Section and the director of Capital Settlement Center of Wuhan Railway Bureau, the chief accountant of Jinan Railway Bureau and the chief accountant of China Railway Jinan Group Co., Ltd. He is currently a director and the chief accountant of GRGC. Zhang Zhe Mr. Zhang, male, born in October 1971, is a Non-executive Director of the Company. Mr. Zhang holds a bachelor’s degree and is a senior engineer. He had previously served as the station master of Tangxi Station and the director of the Sub- division of Freight Transportation Marketing of the Yangcheng company headquarters of GRGC, the deputy director of Safety Supervision Sub-office of Guangzhou Railway Office, the deputy station master of Jiangcun Station of the Company, the head of Zhaoqing Train Section of SR, and the station master of Guangzhou South Station of the Company. He is currently the director of Passenger Transport Department of GRGC. GUANGSHEN RAILWAY 2019 ANNUAL REPORT Name Biography Guo Xiangdong Mr. Guo, male, born in November 1965, is an Executive Director and the Chairman of Labor Union of the Company. Mr. Guo holds a bachelor’s degree and an MBA degree, and is an economist. He had previously served as the Deputy Section Chief, the Deputy Director and the Director of the Secretariat of the Board, the Deputy General Manager of the Company and the Secretary of the Board. He is currently the Chairman of Labor Union of the Company. Chen Song Mr. Chen, male, born in January 1973, is an Independent Non-executive Director of the Company. Mr. Chen holds a doctorate degree majoring in finance and investment from the Management School of Sun Yat-sen University, and is a certified public accountant of China and a certified internal auditor registered in the United States. He was a teacher in higher mathematics and pharmaceutical machinery in Guangdong Food and Drug Vocational College, an external tutor for MBA and EMBA in the Management School of Sun Yat-sen University, a managerial trainee at P&G (China) Investment Limited Company, the financial analysis manager of Crest Oral Department, the financial supervisor of business department, chief financial officer and executive director of Heinz (China) Investment Co., Ltd., the chief financial officer of Ren Coty (China) and a director and general manager of its cosmetics division, the financial supervisor of Greater China Region in Boer Cmc Markets Asia Pacific Pty Ltd., the deputy general manager and chief financial officer of Chongqing Brewery Co., Ltd. (a listed company on SSE, stock code: 600132). He is currently a director and the general manager of Chongqing Brewery Co., Ltd. Wang Yunting Jia Jianmin Mr. Jia, male, born in August 1957, is an Independent Non-executive Director of the Company. Mr. Jia holds a master’s degree and a doctorate degree from the Business School of the University of Texas at Austin in the United States. He was a member of the advisory committee of experts of the department of management of The National Natural Science Foundation, a member of the China National MBA Education Supervisory Committee, and the Scholar Director of Marketing Science Institute (MSI) of the United States. He is currently a professor and the chairman of the Department of Marketing of the Faculty of Business Administration of The Chinese University of Hong Kong, and the “Changjiang Scholar Professor （長江學者講座教授）” of the Ministry of Education of the PRC. Mr. Wang, male, born in July 1958, is an Independent Non-executive Director of the Company. Mr. Wang holds bachelor’s degree and obtained an EMBA degree from the Guanghua School of Management of Peking University. He was the vice general manager of China Commercial Foreign Trade Corporation, Ltd. (Shenzhen), and the vice general manager of Beijing Capital Huayin Group. He is currently the chairman of Shaanxi Fortune Investment Limited. Mr. Liu, male, born in July 1963, is currently the Chairman of the Company’s Supervisory Committee. Mr. Liu holds a bachelor’s degree and is an engineer. He had served successively as the office director and the head of the party committee’s propaganda department of GRGC’s Changsha headquarters, and the chief of the party committee’s organization department, the chief of the party committee’s propaganda department (head of corporate culture department) and the director of the party committee office of GRGC. He is currently a director, the deputy secretary of the party committee and the secretary of Committee for Discipline Inspection of GRGC. Mr. Xiang, male, born in September 1973, is currently a Shareholder Representative Supervisor of the Company. Mr. Xiang holds a bachelor’s degree and is a political engineer. He had previously served as the secretary of the Board and the director of the general department of GZR, the deputy office director of GRGC, the Standing Vice Secretary of the Communication and Signaling Section in Guangzhou and the Secretary of Committee for Discipline Inspection of the Company, and the head of the marketing department of GRGC. He is currently the director (chief) of the human resources department (party committee organization) of GRGC. Liu Mengshu Xiang Lihua 072 073 Name Biography Chen Shaohong Mr. Chen, male, born in January 1967, is currently a Shareholder Representative Supervisor of the Company. Mr. Chen holds a bachelor’s degree and is a certified senior economist. He had served successively in GRGC as the vice-director of the corporate management office and the vice-director and director of the corporate management and legal affairs department of GRGC, the vice-chief economist and the director of the corporate and legal affairs department of GRGC, and the chief legal advisor and the chief of the corporate management and legal affairs department of GRGC. He is currently the chief legal advisor and the director of the corporate management and legal affairs department of GRGC. Zhou Shangde Meng Yong Mr. Meng, male, born in September 1967, is currently a Shareholder Representative Supervisor of the Company. Mr. Meng holds a bachelor’s degree and is an accountant. He had previously served as the head of the Finance Planning Division and the deputy director of the Finance Section, and the deputy director of the Finance Department (Revenue Division) of GRGC. He is currently the director of the Audit Department of GRGC. Mr. Zhou, male, born in December 1970, is currently an Employee Representative Supervisor of the Company. Mr. Zhou graduated with a master’s degree and is a political engineer. He had successively served in the Company as the Deputy Chief of the Organizational Personnel Department, the Director of the Party Committee office, and the Chairman of the Trade Union of the Integrated Service Center of the Company. He also served in GRGC as the deputy head of the human resources department, the deputy office manager and the director of the reception office, and the chief party secretary of office administration. He also served in the Company as the Party Secretary and station master of Shenzhen Station, the station master of Shenzhen North Station and the Deputy Secretary of the Party Committee. Song Min Ms. Song, female, born in November 1970, is currently an Employee Representative Supervisor and the Director of the Secretariat of the Board of the Company. Ms. Song holds a bachelor’s degree and is an accountant. She had served successively as the deputy manager of the operating finance office in the department of finance of Qinghai-Tibet Railway Company, the deputy office director and the finance director of Qinghai-Tibet Railway Public Security Bureau, the vice office supervisor of Qinghai-Tibet Railway Company Annuity Council, the vice consultant of the department of financial management of the State Taxation Bureau of Qinghai Province, the senior manager of Petrol China Guangdong Sales Company Shenzhen Branch, and the Chief of the Audit Department of the Company. She is currently the Director of the Secretariat of the Board of the Company. Mr. Gong, male, born in September 1966, is currently the Deputy Secretary of the Party and Working Committee, and the Secretary of the Discipline Inspection and Working Commission of the Company. Mr. Gong holds a bachelor’s degree and is an economist. He had served successively as the deputy director and the director of the human resources department (party committee organisation) leading the personnel department of GRGC, the deputy director of the human resources department of GRGC and the deputy director of the organizational department of the party committee. He also served in the Company as the Party Deputy Secretary and the deputy station master of Guangzhou East Station, the Secretary of the Party Committee and the deputy station master. He is currently the Deputy Secretary of the Party and Working Committee, and the Secretary of the Discipline Inspection and Working Commission of the Company. Gong Yuwen GUANGSHEN RAILWAY 2019 ANNUAL REPORT Name Biography Luo Jiancheng Tang Xiangdong Luo Xinpeng Mr. Luo, male, born in January 1973, is currently the Deputy General Manager of the Company. Mr. Luo graduated with a bachelor’s degree and is a senior engineer. He served successively as the chief of the Investigation & Inspection Division of the General Office of GRGC, the station master of Shiweitang Station of SR, the deputy chief of the Transportation Department of GRGC, the assistant of the General Manager of the Company, the general manager of Guangzhou Tiecheng Enterprise Company Limited and the deputy general manager of GMSR. He is currently the Deputy General Manager of the Company. Mr. Tang, male, born in September 1968, is currently the Deputy General Manager and the Secretary of the Board of the Company. Mr. Tang graduated with a bachelor’s degree and holds an MBA degree, and is a senior accountant. He had served as the Office Supervisor of the Revenue Settlement Center, the Director of the Finance Department and the Chief Accountant of the Company. He is currently the Deputy General Manager and the Secretary of the Board of the Company. Mr. Luo, male, born in October 1965, is currently the Chief Accountant of the Company. Mr. Luo completed a part-time master’s degree and is a senior accountant. He had previously served as the vice director of the finance department of the Guangzhou Railway Works of the Ministry of Railways, the director of the finance department, the chief accountant and the director of the finance department of the Guangzhou Railway Rolling Stock Works of China National Railway Locomotive & Rolling Stock Industry Corporation, the chief accountant of GRGC’s Guangzhou railway rolling stock works, the chief accountant of Yuehai Railway Company Limited, and the chief accountant of Hainan Railway Company Limited. He is currently the Chief Accountant of the Company. (2) Share incentives granted to the Directors and Senior Management during the reporting period Applicable ✓ Not applicable 074 075 I I . E N G A G E M E N T S O F D I R E C T O R S , S U P E R V I S O R S A N D S E N I O R MANAGEMENT (CURRENT AND RESIGNED DURING THE REPORTING PERIOD) (1) Engagements in shareholders Name of personnel Name of shareholder Wu Yong GRGC Guo Ji’an GRGC Guo Jiming Yu Zhiming GRGC GRGC Zhang Zhe GRGC Chen Xiaomei GRGC Liu Mengshu GRGC Shen Jiancong GRGC Xiang Lihua GRGC Chen Shaohong GRGC Meng Yong Li Zhiming GRGC GRGC Position at shareholder Chairman of the Board Secretary of the Party Committee Director Deputy General Manager Director, Chief Accountant Director Chief Accountant Chief of the Passenger Transport Department Chief of the Passenger Transport Department Director Deputy Secretary of the Party Committee, Secretary of the Committee for Discipline Inspection Employee Director, Chairman of the Labor Union Director (Chief) of the Human Resources Department (party committee organization) Chief Legal Adviser Chief of the Corporate Management and Legal Affairs Department Chief of the Audit Department Supervisor Chief of the Audit Department Beginning of engagement End of engagement August 2014 November 2017 November 2017 October 2019 April 2008 June 2019 November 2017 June 2019 April 2008 April 2019 November 2018 April 2019 November 2017 December 2013 September 2018 September 2018 December 2017 November 2018 June 2019 November 2017 June 2019 November 2018 GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Engagements in other companies Name of personnel Wu Yong Guo Ji’an Guo Jiming Zhang Zhe Chen Song Jia Jianmin Name of company GMSR, SR, Shichang Railway Company Limited, Qian Zhang Chang Railway Company Limited, Huai Shao Heng Railway Co., Ltd. China Railway Jinan Group Co., Ltd. GZIR, PRDIR, Hainan Railway Company Limited Hukun Passenger Railway Line (Hunan) Company Limited GMSR, SR, Guangdong Tieqing International Travel Agency Company Limited Beijing Zhongtie Commemorate Ticket Co., Ltd. Chongqing Brewery Co., Ltd. The Chinese University of Hong Kong Wang Yunting Liu Mengshu Shaanxi Fortune Investment Limited GMSR, SR Xiang Lihua Guangzhou Beiyang Information Technology Company Limited Chen Shaohong GMSR, Hainan Railway Company Limited., Qian Zhang Chang Railway Company Limited, XSR, MSR Shichang Railway Company Limited, Hukun Passenger Railway Line (Hunan) Company Limited, Guangdong Yangcheng Railway Enterprise Company Limited SR Hong Kong Qiwen Trade Company Limited GMSR, SR, Hukun Passenger Railway Line (Hunan) Company Limited, Huai Shao Heng Railway Co., Ltd. Guangzhou Tiecheng Enterprise Company Limited, Shenzhen Guangshen Railway Civil Engineering Company Meng Yong Luo Jiancheng Tang Xiangdong Guangzhou Tiecheng Enterprise Company Limited, Shenzhen Guangshen Railway Civil Engineering Company Position at company Chairman of the Board Director, General Manager Chairman of the Supervisory Committee Director Director Supervisor Director, General Manager Professor and Chairman of the Department of Marketing of Faculty of Business Administration and “Changjiang Scholar Professor（長江學者講座 教授）” of the Ministry of Education Chairman of the Board Chairman of the Supervisory Committee Chairman of the Supervisory Committee Director Chairman of the Supervisory Committee Supervisor Director Supervisor Director Director 076 077 III. REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Remuneration or allowance standards of the Directors and Supervisors of the Company should be submitted for approval at the general meeting after consideration and discussion by the Board. Determined with reference to the level of remuneration in Shenzhen where the Company is located, the job nature of individual staff, as well as the annual objectives of the Company, the completion status of work targets and the operating results of the Company. During the reporting period, none of the following Directors, namely Wu Yong, Guo Ji’an, Guo Jiming, Yu Zhiming, Zhang Zhe and Chen Xiaomei, and the following Supervisors, namely Liu Mengshu, Xiang Lihua, Shen Jiancong, Chen Shaohong, Meng Yong and Li Zhiming, has received remuneration from the Company. As far as the Company is aware, as at the date of publication of this report, the Company had no arrangements under which the Directors, Supervisors and senior management had waived or agreed to waive any remuneration. For details of the actual payment of remuneration to the Directors, Supervisors and senior management and details of remuneration by level of remuneration during the reporting period, please see the section headed “Changes in shareholdings and remunerations of Directors, Supervisors and senior management (current and resigned during the reporting period)” above and the relevant contents of Note 42 to the financial statements of the Company prepared in accordance with the International Financial Reporting Standards. During the reporting period, the Directors, Supervisors and senior management received a total remuneration of RMB4.073 million. Decision-making procedure of the remuneration of Directors, Supervisors and senior management Basis for determination of the remuneration of the Directors, Supervisors and senior management Actual payment of remuneration of Directors, Supervisors and senior management Total actual amount of remuneration received by all of the Directors, Supervisors and senior management at the end of the reporting period GUANGSHEN RAILWAY 2019 ANNUAL REPORT I V . C H A N G E S I N D I R E C T O R S , S U P E R V I S O R S A N D S E N I O R MANAGEMENT Name Position held Guo Jiming Zhang Zhe Guo Xiangdong Xiang Lihua Meng Yong Tang Xiangdong Luo Xinpeng Yu Zhiming Non-excutive Director Non-excutive Director Executive Director Supervisor Supervisor Deputy General Manager, Secretary of the Board Chief Accountant Non-excutive Director Chen Xiaomei Non-excutive Director Luo Qing Executive Director Shen Jiancong Supervisor Li Zhiming Supervisor Change Elected Elected Elected Elected Elected Engaged Engaged Resigned Resigned Resigned Resigned Resigned Guo Xiangdong Tang Xiangdong Deputy General Manager, Secretary of the Board Chief Accountant Dismissed Dismissed Reason for Change Election on general meeting Election on general meeting Election on general meeting Election on general meeting Election on general meeting Engagement by the Board Engagement by the Board Adjustment of work arrangements Adjustment of work arrangements Adjustment of work arrangements Adjustment of work arrangements Adjustment of work arrangements Adjustment of work arrangements Adjustment of work arrangements V. EXPLANATION OF PUNISHMENT BY SECURITIES REGULATORY BODIES FOR THE PAST THREE YEARS Applicable ✓ Not applicable 078 079 V I . O T H E R I N F O R M A T I O N O N D I R E C T O R S , S U P E R V I S O R S A N D SENIOR MANAGEMENT (1) Equity interests of Directors, Supervisors or Chief Executives Save as disclosed below, as of 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 any notification of such interests or short positions from any Directors, Supervisors 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 in Appendix 10 to the Listing Rules of SEHK. Name of the company/ associated corporation Capacity and nature of interest Number and class of shares held Percentage of shareholding in the total share capital of the Company (%) Percentage of shareholding in the relevant class of shares of the Company (%) The Company Beneficial owner A Shares: 80,000 shares 0.0011 0.0014 Long/ Short position Long position Name of director Guo Xiangdong 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. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Service contracts of Directors and Supervisors Each of the Directors and Supervisors of the Company has entered into a service contract with the Company. The Company and its subsidiaries did not enter into any director’s or supervisor’s service contract prior to 31 January 2004 and were exempt from complying with the shareholders’ approval requirement under Rule 13.68 of the Listing Rules of SEHK. None of the Directors or Supervisors has entered into any service contract with the Company which cannot be terminated by the Company within one year without payment of compensation (other than statutory compensation). (3) Interests of Directors and Supervisors in contracts None of the Directors or Supervisors of the Company had any direct or indirect interests in any transaction, contract or arrangement of significance subsisting during the year to which the Company or any of its subsidiaries was a party. VII. INFORMATION OF EMPLOYEES (1) Employee information Total number of current employees Number of disengaged and retired employees for whom the parent company and major 42,583 47 subsidiaries shall be liable to expenses Professional constitution Category of professional constitution Passenger, freight transportation and transit operation personnel Engineering personnel Driving personnel Public works personnel Electricity personnel Electricity and water supplies personnel Building construction personnel Various operations and other employees of subsidiaries Technical and administrative personnel Total Level of education Category of education level Postgraduate or above University graduate College for professional training Other (secondary vocational school, high school and vocational technical school, etc.) Total Number of professionals 19,808 5,578 3,717 3,624 1,870 2,126 1,221 124 4,515 42,583 Number of persons 160 4,862 15,229 22,332 42,583 080 081 (2) Remuneration policy The Company conducts budget management in relation to remuneration issues, and the annual salary budget is jointly formulated by the Budget Department and Labor Department of the Company at the beginning of each year. Such budget is first discussed and approved at the meeting of the General Manager’s office, and is then prepared for implementation by the Labor Department of the Company after being considered and approved by the Board of the Company. Salary for the Company’s staff mainly comprises basic salary, performance-based salary and benefit plans. The basic salary includes salary in respect of the position, salary in respect of skills and various allowances and subsidies accounted for under salary payable in accordance with regulations. Performance-based salary refers to salary calculated on the basis of economic benefits and social benefits, or piece-rate pay calculated on the basis of workload, or performance-based salary calculated on the basis of job performance. Benefit plans include various social insurance and housing funds paid as required by relevant policies. Please refer to Note 30 to the financial statements for the total wages and benefits paid by the Company to its employees during the reporting period. In the process of distributing staff salaries, the Company always adheres to the principles of distribution based on labor, efficiency and fairness. It follows that distribution of staff salary is determined on the premise of macro-control, on the basis of job evaluation, and on the foundation of staff performance appraisal, which plays an important role in the distribution system of the Company’s incentive mechanism and mobilizing the initiative of employees. (3) Training Plan During the reporting period, the Company had a total of 114 occupational education management personnel and a total of 708,020 people participating in vocational training, which mainly include training on job standardization, adaptability, qualification and continuing education. The annual training plan of the Company for the year was 100% completed and the training expenses amounted to approximately RMB52.8 million. (4) Employee insurance and benefits plan Pursuant to applicable national policies and industrial regulations, the Company provides its employees with a series of insurance and benefits plans that mainly include housing fund, retirement pension (basic medical insurance and supplemental retirement pension), medical insurance (basic medical insurance, supplemental medical insurance and maternity insurance), work-related injury insurance and unemployment insurance. (5) Retirement plan As of the end of the reporting period, the Company has not implemented any retirement plan. GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 9 Corporate Governance 1. INFORMATION REGARDING CORPORATE GOVERNANCE Since the listing of the Company on the SEHK and the NYSE in 1996 and on the SSE in 2006, the Company has been continuously improving its corporate governance structure, perfecting its 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 of the actual state of affairs of the Company. Participants in 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 are no material differences between the Company’s corporate governance structure and the regulatory requirements as set by regulatory authorities in the place of listing of the Company’s stocks. During the reporting period, pursuant to the regulatory requirements for the internal control of listed companies set out by domestic and overseas securities regulatory bodies, the Company completed the self-assessment on internal control and relevant auditing works for the year of 2018. It also amended the Articles, the Rules for the Implmentation of Cumulative Voting（《累積投票制實施細則》）, and the Measures for the Assessment of Operation Performance of the Company（《公司經營業績考核辦法》）, and at the same time established a series of internal management mechanisms such as the Measures for the Management of Allocating Directors of the Company（《公司派出董事管理辦法》）, the Meaures for the Management of Allocating Supervisors of the Company（《公司派出監事管理辦法》）, and the Measures for the Assessement and Evaluation of Contracts and Accountability of the Company（《公司合同管理考核評價和責任追究辦法》）, altogether further improving the Company’s corporate governance and internal controls to promote the sound and sustainable developments of the Company. During the reporting period, in view of the highly centralized systematic transportation management on the national railway network, it was necessary for the Company’s largest shareholder, GRGC, to obtain the Company’s financial information and the Company’s monthly financial data summaries during the reporting period, in order to exercise its administrative functions as an industry leader granted by laws and administrative regulations. In view of this, the Company duly complied with regulations set out in the Management Rules on Inside Information and Insiders（《內幕信息及知情人管理制度》）, enhanced the management of non-public information, reminded its shareholders to promptly fulfill their obligations with respect to confidentiality and the prevention of insider trading. Improvement of corporate governance is a long-term systematic project, which requires continuous improvement and enhancement. As it always has, the Company will continue to promptly update and improve its internal systems in accordance with the relevant regulations, promptly identify and solve problems, strengthen its management foundation and enhance its awareness of standardized operation and level of governance to promote the regulated, healthy and sustainable development of the Company. Is there any significant difference between the corporate governance and requirements of related regulations of CSRC? If there is significant difference, explanations shall be made. Applicable ✓ Not applicable 084 085 II. SUMMARY OF GENERAL MEETINGS (1) General meetings held during the reporting period Session of meeting Date 2018 Annual General 13 June 2019 Meeting Media in which resolutions were disclosed Date of disclosure Website of SSE (www.sse.com.cn) HKEXnews website of SEHK 14 June 2019 13 June 2019 (www.hkexnews.hk) The first Extraordinary 23 December 2019 General Meeting of 2019 Website of SSE (www.sse.com.cn) HKEXnews website of SEHK 24 December 2019 23 December 2019 (www.hkexnews.hk) (2) Important event for the attention of shareholders in the coming year The Company plans to convene the 2019 Annual General Meeting, during which it will conduct votes and make resolutions on issues including the profit distribution plan. With respect to the specific arrangements for the 2019 Annual General Meeting, investors are advised to pay attention to and carefully read the “Notice of 2019 Annual General Meeting” which will be published on the website of the SSE (http://www.sse.com. cn), the HKExnews website of the SEHK (http://www.hkexnews.hk) and the Company’s website (http://www. gsrc.com) in due course. GUANGSHEN RAILWAY 2019 ANNUAL REPORT III. PERFORMANCE OF DUTIES BY DIRECTORS (1) Attendance at Board meetings and general meetings by Directors Whether the Director is an Independent Director Number of Board meetings to be attended this year Number of meetings attended in person Attendance at Board meetings Number of meetings attended by way of telecommunication Number of meetings attended by proxy Whether two consecutive Board meetings were not attended Number of absences Attendance at general meetings Number of general meetings attended No No No No No No No No No Yes Yes Yes 5 5 5 1 4 1 4 1 4 5 5 5 5 5 5 1 4 1 4 1 4 5 5 5 5 5 5 1 4 1 4 1 4 5 5 5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 No No No No No No No No No No No No 2 2 0 1 1 1 0 1 1 1 1 0 Name of Director Wu Yong Hu Lingling Guo Ji’an Guo Jiming Yu Zhiming* Zhang Zhe Chen Xiaomei* Guo Xiangdong Luo Qing* Chen Song Jia Jianmin Wang Yunting Note: “*” means that the person had resigned during the reporting period. During the reporting period, there was no incident of non-attendance in person by Directors at two consecutive Board meetings. Number of Board meetings held during the year Including: Number of on-site meetings Number of meetings held by way of telecommunication Number of meetings held on-site combined with telecommunication 5 0 5 0 086 087 (2) Performance of duties by Independent Directors 1. Attendance at meetings During the reporting period, the Company held 2 general meetings, 5 Board meetings and 7 Audit Committee meetings. The Company did not hold any Remuneration Committee meeting. All Independent Directors attended all the meetings either in person or by proxy. Please see the relevant part of “Attendance at Board meetings and general meetings by Directors” and “Audit Committee” of this chapter for details. 2. Objection to related matters of the Company by Independent Directors During the reporting period, the Independent Directors of the Company did not raise any objection to the resolutions raised at the meetings of the Board or other matters which were not the resolutions of the Board meetings. 3. Recommendations for the Company and approval During the reporting period, all Independent Directors of the Company faithfully performed their responsibilities and obligations stipulated by laws, regulations, the Articles and the Work Rules of Independent Directors（《獨立董事工作條例》）with an attitude of responsibility towards all of the shareholders of the Company. They showed solicitude for the Company’s operation and compliance with laws, actively participated in Board meetings and related meetings, carefully reviewed each of the resolutions proposed at the meetings, made valuable suggestions and offered opinions on important project investments, operations and management of the Company based on their professional knowledge. They also raised independent opinions according to relevant rules and facts according to their knowledge of the material affairs of the Company, such as external guarantees, changes of directors, engagements of senior management and related party transactions. During the process of preparation and disclosure of the annual report, the Independent Directors fulfilled the duties required by the securities regulatory authorities and the Annual Report Working Rules of the Audit Committee and Independent Directors（《審核委員會及獨立董事年報工作制 度》）. They performed their duties in a proactive manner, and communicated with the Company and finance and auditing firms adequately and carefully raised practical suggestions. The Independent Directors exerted their independent functions adequately and ensured the legitimate rights and interests of the shareholders, especially minority shareholders, of the Company. Firstly, the Independent Directors recommended the Company to cooperate with the external auditor in relation to the auditing of the 2018 Annual Report in accordance with the agreed audit arrangements. The Company promptly provided the accounting information and other relevant information required for the audit to ensure the audit quality of the 2018 Annual Report. Secondly, they recommended the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the domestic auditor and PricewaterhouseCoopers as the international auditor of the Company for 2019. The above resolutions for the re-appointment of domestic and international auditors were passed upon consideration at the tenth meeting of the eighth session of the Board and the 2018 Annual General Meeting of the Company. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 4. On-site working and inspection During the reporting period, the Independent Directors of the Company mainly participated in on-site meetings to gain knowledge of the Company’s daily operations. They also communicated with other Directors, senior management and related staff of the Company through telephone and emails as detailed below: Time Matter Venue Participant 13 June 2019 Attended the 2018 Annual General Headquarters of the Chen Song 23 December 2019 Attended the first Extraordinary Headquarters of the Jia Jianmin General Meeting of 2019 Company Meeting Company 5. Expression of independent opinions During the reporting period, the Independent Directors of the Company expressed independent opinions as follows: Time 27 March 2019 29 October 2019 Meeting The tenth meeting of the eighth session of the Board The thirteenth meeting of the eighth session of the Board Matter Type of opinion Explanation and independent opinion on the external guarantees of the Company During the reporting period, the Company had no external guarantees. Independent opinion on the daily connected/continuing connected transactions between the Company and CSRG Independent opinion on the engagement of Mr. Tang Xiangdong as the Deputy General Manager and the Secretary of the Board, and the engagement of Mr. Luo Xinpeng as the Chief Accountant of the Company The transactions were entered into in the ordinary course of business of the Company and on normal commercial terms, and the terms thereof are fair and reasonable and in the interests of the Company and its shareholders as a whole. After reviewing the related nomination documents and materials of the proposed personnel, it was confirmed that their qualifications were eligible and the engagement processes were legal. Thus, the engagement of these personnel by the Board was agreed. 088 089 Time Meeting Matter Type of opinion 23 December The first 2019 Extraordinary General Meeting of 2019 Independent opinion on the nomination of Mr. Guo Jiming, Mr. Zhang Zhe and Mr. Guo Xiangdong by GRGC as the candidates for appointment as the Company’s Non-independent Directors of the eighth session of the Board After reviewing the related nomination documents and materials of the candidates, it was confirmed that their qualifications were legal. Thus, the recommendation of these candidates by the Independent Directors at the general meeting was agreed. 30 December 2019 The fourteenth meeting of the eighth session of the Board Independent opinion on the connected transactions related to the acquisition of assets between the Company, SR and GMSR, etc. The transactions were entered into in the ordinary course of business of the Company and on normal commercial terms, and the terms thereof are fair and reasonable and in the interests of the Company and its shareholders as a whole. IV. IMPORTANT OPINIONS AND SUGGESTIONS OFFERED BY SPECIAL COMMITTEES UNDER THE BOARD IN THE PERFORMANCE OF THEIR DUTIES DURING THE REPORTING PERIOD, AND DISCLOSURES OF DETAILS PROVIDED IN THE EVENT OF OBJECTION During the reporting period, special committees under the Board did not make important opinions and suggestions in the performance of their duties and there was no matter of objection. V. EXPLANATION OF EXISTENCE OF RISKS BY THE SUPERVISORY COMMITTEE During the reporting period, the Supervisory Committee made no objection to the matters of supervision. GUANGSHEN RAILWAY 2019 ANNUAL REPORT V I . I N A B I L I T Y O F T H E C O M P A N Y A N D I T S C O N T R O L L I N G S H A R E H O L D E R S T O E N S U R E I N D E P E N D E N C E A N D M A I N T A I N THEIR CAPACITY AS AN INDEPENDENT OPERATION IN TERMS OF BUSINESS, PERSONNEL, ASSETS, ORGANIZATION AND FINANCE During the reporting period, the Company maintained autonomy in operation and finance, and maintained independence from the largest shareholder, GRGC, with respect to its business, staff, assets, organization and finance. Existing peer competition and corresponding work progress and follow-up work plans of the Company Applicable ✓ Not applicable VII. ESTABLISHMENT AND IMPLEMENTATION OF THE COMPANY’S APPRAISAL MECHANISM AND INCENTIVE MECHANISM FOR SENIOR MANAGEMENT DURING THE REPORTING PERIOD In order to strengthen the incentives to and restrictions on senior management, motivate the senior management to enhance their management capabilities and level, and review and evaluate the work and performance of the individual members of senior management, the Company implements an objective responsibility assessment mechanism for senior management, under which the Board and the senior management of the Company and its subsidiaries signed target assessment responsibility letters at the beginning of every year, and the indicators for such assessment include passenger and freight transportation volume, revenue from transportation, safety, costs, profit and management. After the assessment period, the Company provides incentive awards on an individual basis based on the completion of targets and tasks by individual members of senior management and the assessment results. V I I I . D I S C L O S U R E O F T H E R E P O R T O F S E L F - A S S E S S M E N T O N INTERNAL CONTROL During the reporting period, the Board of the Company continued to comply with the relevant domestic and overseas requirements, and carried out a self-assessment of the effectiveness of its internal control. For details of the assessment report, please refer to the Report on Internal Control 2019 disclosed on the website of SSE (http://www.sse.com.cn), the HKEXnews website of SEHK (http://www.hkexnews.hk) and the website of the Company (http://www.gsrc.com). Explanation on significant deficiencies in internal control during the reporting period Applicable ✓ Not applicable 090 091 IX. INFORMATION ON THE AUDIT REPORT ON INTERNAL CONTROL PricewaterhouseCoopers Zhong Tian LLP has assessed the efficacy of the internal control system related to the financial reporting by the Board, and has issued an unqualified audit report. For details of the audit report, please refer to the Audit Report of Internal Control disclosed on the website of SSE (http://www.sse. com.cn), the HKEXnews website of SEHK (http://www.hkexnews.hk) and the website of the Company (http:// www.gsrc.com). Will the Company disclose the audit report on internal control? Yes X. CORPORATE GOVERNANCE REPORT (1) Compliance with the Corporate Governance Code Apart from the provision of the Corporate Governance Code regarding the establishment of a nomination committee, as far as the Company and its Directors are aware, during the reporting period, the Company has complied with the relevant code provisions set out in the Corporate Governance Code in Appendix 14 to the Listing Rules of SEHK. Meanwhile, the Company has applied the principles set out in the Corporate Governance Code to its corporate governance structure and practices. As at the end of the reporting period, the Board of the Company decided not to set up a nomination committee after prudent consideration of the policy environment and background of the industry in which the Company operates, as well as the corporate governance structure over time. According to the requirements of the Articles and the Procedures for Shareholders to Nominate a Person for Election as a Director, upon the expiration of the term of a director of the Company or in the event of a vacancy following the resignation of a director of the Company, shareholders individually or collectively holding 3% or more of the issued shares of the Company may nominate a candidate to be a non-independent director by way of written proposal to the Company; and shareholders individually or collectively holding 1% or more of the issued shares of the Company may nominate a candidate to be an independent director by way of written proposal to the Company. Directors of the Company shall be elected at general meetings for a term of office of three years. Upon expiration of his or her term, the director shall be entitled to be re-elected. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (2) Securities transactions by Directors, Supervisors and senior management, and interests in competing business The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules of SEHK and the Administrative Rules on Shares Held by the Directors, Supervisors and Senior Management Officers of Listed Companies and the Changes Thereof（《上 市公司董事、監事和高級管理人員所持公司股份及其變動管理規則》）(Zheng Jian Gong Si Zi [2007] No. 56) of the CSRC as its own code of conduct regarding securities transactions of the Directors of the Company. The Company formulated the Administrative Rules on Shares Held by the Directors, Supervisors and Senior Management Officers of Guangshen Railway Company Limited and the Changes Thereof（《廣深鐵路股份有限 公司董事、監事和高級管理人員持有公司股份及其變動管理制度》）, which was approved at the twenty-second 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 complied with the required standard set out in the abovementioned 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 Directors, Non-executive Directors and Supervisors held any interests in businesses that compete or may compete with the businesses of the Company directly or indirectly. (3) The Board As of the date of this report, the Board of the Company is composed of nine Directors, including Mr. Wu Yong (Chairman of the Board and Executive Director), Mr. Hu Lingling (Executive Director), Mr. Guo Xiangdong (Executive Director), Mr. Guo Ji’an (Non-executive Director), Mr. Guo Jiming (Non-executive Director), Mr. Zhang Zhe (Non-executive Director), Mr. Chen Song (Independent Non-executive Director), Mr. Jia Jianmin (Independent Non-executive Director) and Mr. Wang Yunting (Independent Non-executive Director). The Board leads the Company in a responsible attitude and effective manner. The Board is responsible for devising and reviewing the Company’s development strategies and planning, reviewing and approving the annual budget and business plans, recommending proposals of dividends, ensuring the implementation of an effective internal control system and supervising the performance of the management in accordance with the Articles, the rules of procedure of the general meetings and the rules of procedure of the Board meetings. 092 093 The management of the Company is led by the General Manager, who is responsible for the daily operation of the Company. The General Manager supervises daily business operations, development planning and implementation under the assistance of the Deputy General Manager, and is responsible to the Board for all businesses of the Company. The Board is comprised of nine members, including three Independent Non-executive Directors. The Directors’ diverse backgrounds reflect their different cultural and educational backgrounds and extensive experiences in various industries. The Directors, mostly ranging from 40 to 60 years old, possess the appropriate qualifications related to the businesses of the Company, and are therefore able to provide recommendations to the management from multiple perspectives with diversified modes of thinking. The names, biographical details and occupations of the Directors of the Company are set out in the chapter “Directors, Supervisors, Senior Management and Employees” in this annual report. The Company provides information on business development to all Directors of the Company, including statements of various forms, documents and minutes of meetings. The Independent Directors promptly obtain in-depth knowledge of the operating situation of the Company through reports of the management of the Company regarding production and on-site investigation. The Company undertakes to provide Independent Directors with the working conditions necessary for the performance of their duties. The Secretary of the Board actively assists the Independent Directors in performing their duties, and other relevant personnel of the Company would cooperate with the Independent Directors as needed to perform their duties. The fees required for the engagement of intermediaries and discharge of other duties by the Independent Directors are borne by the Company so that the Independent Directors can effectively perform their duties. During the reporting period, the Board held 5 meetings in total. For details of the attendance of the Directors at the Board meetings, please refer to the relevant parts of “Performance of Duties by Directors” in this chapter. There is no financial, business, family or other material/connected relationship between members of the Board and the Chairman of the Board and the General Manager. The Board has established the Audit Committee and the Remuneration Committee to supervise the relevant affairs of the Company. Each committee has specific responsibilities, and reports and gives advice to the Board on a regular basis. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (4) Board diversity policy In December 2018, the Company established its Board Diversity Policy. Under such policy, the Board shall consider and adopt measurable objectives for achieving diversity of Board members each year. When selecting candidates, the Board shall consider a wide range of factors regarding diversity, including but not limited to gender, cultural and educational background, region, industry and professional experiences, acquired knowledge and length of service, and the Company shall also incorporate its corporate features and specific requirements to reach a final decision, having due regard to the candidates’ level of qualifications reflected by objective criteria and the benefits of diversity on the Board members. The Board will monitor the implementation of such policy, as well as the progress of measurable objectives in relation to the diversity and whether these objectives have been achieved. The Board will also evaluate the policy at appropriate times in order to ensure the effectiveness of the policy. The Board will discuss and adopt any necessary amendments. (5) Chairman of the Board and General Manager Mr. Wu Yong and Mr. Hu Lingling are the Chairman of the Board and the General Manager of the Company respectively. The Chairman of the Board is responsible for leading the Board and ensuring that all key and appropriate issues are discussed by the Board in a timely manner. The Company does not have a chief executive officer and the relevant duties of a chief executive officer (including the implementation of annual business plans and investment proposals of the Company and decision-making on production, operation and management, etc.) are performed by the General Manager of the Company. (6) Tenure of Non-executive Directors and confirmation of independence of Independent Non-executive Directors For a discussion of the tenure of the existing Non-executive Directors of the Company, please refer to the relevant part of the section headed “Directors, Supervisors, Senior Management and Employees” in this annual report. The Company has received annual confirmation letters for this year from all Independent Non-executive Directors, with respect to their independence pursuant to Rule 3.13 of the Listing Rules of SEHK. The Company concurs with their finding of independence. 094 095 (7) Remuneration Committee and remuneration of Directors Members of the Remuneration Committee of the Company are appointed by the Board. At present, the committee consists of three Independent Non-executive Directors and two Executive Directors, namely, Mr. Chen Song (Chairman of the Remuneration Committee), Mr. Jia Jianmin, Mr. Wang Yunting, Mr. Wu Yong and Mr. Hu Lingling. According to the requirements of the Terms of Reference of the Remuneration Committee of the Company, the principal duties of the Remuneration Committee include reviewing and making recommendations to the Board in respect of the remuneration packages for the Directors and the Supervisors of the Company, as well as approving the terms and conditions of the Executive Directors’ service contracts. The remuneration policy of the Company seeks to provide, in accordance with the Company’s business development strategies, reasonable remuneration to attract and retain high caliber executives. The Remuneration Committee shall obtain benchmark information from internal and external sources in relation to the market standard for remuneration and 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 is provided with adequate resources from the Company to perform its duties. During the reporting period, the Remuneration Committee of the Company did not convene any meetings. At the 2016 Annual General Meeting held by the Company on 15 June 2017, it was considered and approved that the remuneration and allowances of each of the domestic Independent Non-executive Directors would be RMB100,000 and RMB12,000 per year respectively, and the remuneration and allowances of each of the overseas Independent Non-executive Directors would be HK$150,000 and HK$18,000 per year respectively. For details of the remuneration of Directors during 2019, please refer to the relevant parts of the section headed “Directors, Supervisors, Senior Management and Employees” in this annual report. (8) Audit Committee Members of the Audit Committee are appointed by the Board. At present, the committee consists of three Independent Non-executive Directors, namely Mr. Chen Song (Chairman of the Audit Committee), Mr. Jia Jianmin and Mr. Wang Yunting. They possess appropriate academic and professional qualifications or related financial management expertise. Mr. Tang Xiangdong, who is the Secretary to the Board of the Company, is the secretary of the Audit Committee. GUANGSHEN RAILWAY 2019 ANNUAL REPORT According to the requirements of the Working Rules of the Audit Committee of the Company（《審核委員會工 作條例》）, the principal duties of the Audit Committee include but are not limited to reviewing the financial performance of the Company and its subsidiaries and confirming the nature and scope of audit, as well as supervising the establishment of the internal control and compliance of the Company with the relevant laws and regulations. The Audit Committee shall also discuss matters raised by the internal auditors and external auditors of the Company and regulatory authorities to ensure that all appropriate recommendations are implemented. The Audit Committee has been provided with adequate resources to perform its duties. The Board has no disagreement in relation to the Audit Committee’s advice on the selection, appointment, resignation or removal of auditors of the Company. During the reporting period, the Audit Committee held 7 meetings to examine, review and supervise the Company’s internal control performance related to financial reporting, review the Company’s financial statements and auditing results of the auditors, and recommend the appointment of external auditors to the Board. The attendance of each member of the Audit Committee is set out as below: Name of member Chen Song Jia Jianmin Wang Yunting Number of meetings to be attended 7 7 7 Number of meetings attended in person 7 7 7 Attendance rate 100% 100% 100% The Audit Committee of the Company discussed the audit plan of the annual report with the external auditors of the Company and urged them to submit the audit report promptly. The Audit Committee reviewed the Company’s financial and accounting statements before the external auditors commenced their work and made written suggestions. After the external auditors drafted an initial opinion, the Audit Committee reviewed the statements and made written suggestions again. The Company’s 2019 quarterly financial statements, 2019 interim financial statements, and 2019 annual financial statements and results announcements have been reviewed by the Audit Committee. 096 097 (9) Auditors remuneration and related professional fees The Company has appointed PricewaterhouseCoopers Zhong Tian LLP as its domestic auditor and PricewaterhouseCoopers as its international auditor for 2019. As of the end of the reporting period, the Company’s domestic auditor has served a term of 12 consecutive years and its international auditor has served a term of 17 consecutive years. The rotation of people in charge of auditing affairs and endorsing certified public accountant is in compliance with the Requirements on the Regular Rotation of the Endorsing Accountants for Securities and Futures Auditing Services（《關於證券期貨審計業務簽字註冊會計師定期輪換的規 定》）of the CSRC and the Ministry of Finance of the PRC. During the reporting period, the Company paid a remuneration of RMB5.30 million (including an internal control audit fee of RMB300,000) to PricewaterhouseCoopers Zhong Tian LLP and RMB3.10 million to PricewaterhouseCoopers for their annual auditing services of 2019. In addition, the fee that the Company had paid for non-audit services was amounted to RMB930,000. (10) Training of Directors and Company Secretary The Company places high importance on the continuing training of the Directors, Supervisors and senior management. Upon joining the Board, each Director receives materials on training of directors which contains guidance on conduct and other important matters related to governance. Apart from this, the Company provides the latest Directors’ responsibilities handbook to all Directors to inform them of the latest requirements and amendments of the Listing Rules, and encourages all Directors to participate in related training courses and documents the training record of the Directors. During the reporting period, Mr. Guo Xiangdong, the Director of the Company (previously the Deputy General Manager and Secretary of the Board), participated in a series of professional trainings organized by the SSE, SEHK and Hong Kong Institute of Chartered Secretaries, whereas Mr. Tang Xiangdong, the Deputy General Manager and the Secretary of the Board of the Company, participated in the 127th Training Session on the Qualification of Secretary of the Board held by the SSE in addition to completing not less than 15 hours of relevant professional training. GUANGSHEN RAILWAY 2019 ANNUAL REPORT (11) Corporate governance functions The Board is responsible for the fulfillment of the following corporate governance responsibilities: 1. 2. 3. 4. 5. developing and reviewing the Company’s corporate governance policies and practices; reviewing and monitoring the training and continuing professional development of the Company’s Directors and senior management; reviewing and monitoring the Company’s policies and regulations with respect to its compliance with laws and regulatory requirements, which include the Listing Rules and other applicable laws and regulatory requirements, and any policies and practices pertaining to the requirements, guidelines and regulations of applicable organizational governance standards; developing, reviewing and monitoring the code of conduct and compliance manual (if any) for the Company’s employees and Directors; reviewing the Company’s compliance with the Corporate Governance Code as adopted by the Company from time to time, and the disclosure in the corporate governance report in the Company’s annual report. (12) Shareholders’ rights In accordance with the requirements of the Articles, two or more shareholders holding, in aggregate, 10% or more of the shares of the Company carrying the right to vote at the meeting sought shall have the right, by delivery of one or more written requests signed in counterparts through mail or electronic mail to the Board or the company secretary, to require an extraordinary general meeting or a class meeting to be called by the Board for the business specified in such request. The Board shall proceed as soon as possible to convene an extraordinary general meeting or a class meeting after receiving such request. Shareholders individually or collectively holding 3% or more of the shares of the Company carrying the right to vote at the meeting sought shall have the right, by delivery of one or more written requests signed in counterparts through mail or electronic mail to the Board or the company secretary, to require the proposal set forth in the written request to be considered at the meeting sought. 098 099 Shareholders shall attend general meetings to raise questions or opinions in relation to the results, operation, strategies and/or management of the Company. The Chairman or Deputy Chairman of the Board, appropriate management and administrative personnel and the external auditors of the Company shall attend general meetings to answer questions from the shareholders. Each general meeting shall make reasonable arrangements for a questioning session for the shareholders. Shareholders may raise enquiries to the Board based on the contact information provided by the Company and make proposals at the general meetings. For the contact information, please refer to the chapter “Company Profile and Major Financial Indicators” in this annual report. (13) Investor relations The Secretary to the Board of the Company is in charge of the Company’s information disclosure and investor relations. The Company has formulated Working Rules of Secretary to the Board（《董事會秘書工作 條例》）, Management Rules on Information Disclosure（《信息披露管理辦法》）and the Management System for Investor Relations（《投資者關係管理制度》）. The Company has strictly fulfilled its disclosure obligations 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 to investors. The Company has established a smooth communication channel with investors and has enhanced mutual trust and interaction by disclosing sufficient information to investors, initiating various investor relations activities, and maintaining respect for investors’ right to knowledge and freedom of choice, and rewarding its shareholders. 1. Information disclosure 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 its 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. GUANGSHEN RAILWAY 2019 ANNUAL REPORT In 2019, the Company promptly completed the preparation and disclosure of its annual, interim and quarterly reports and released various announcements and other shareholders’ documents and information, disclosing in detail of the following information of the Company: operations of the Board, the Supervisory Committee and general meetings, operating conditions, investments, dividends and distribution, corporate governance, and so forth. Moreover, the Company consistently provided in-depth and comprehensive analyses on its operating and financial positions as well as the major factors affecting its business performance in its annual reports and interim reports with a view to strengthening investors’ understanding on the operation, management, and development trends of the Company. 2. Ongoing communication On the basis of competent disclosure of information, the Company maintains effective two-way communication with investors through various channels and conveys information that 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. (i) (ii) (iii) Making the investor hotline, investor relations e-mail box, and the Investors’ Message section on the Company’s website publicly known, and promptly responding to investors’ enquiries. Properly arranging investor visits and research requests, communicating with investors with an open- minded attitude, and establishing a direct communication mechanism between investors and the Company. Allowing investors and the public to check information such as the Group’s basic information, rules for the Company’s corporate governance, information disclosure documents, and profiles of Directors, Supervisors and the senior management at any time on the Company’s website. (iv) Promptly handling and replying to investors’ messages through the “e-interaction” platform developed by SSE for listed companies and investors. 100 101 3. Shareholders’ returns Since its listing, the Company has always insisted on rendering returns to shareholders and has been distributing annual cash dividends for 23 consecutive years with an aggregate cash dividend payment of approximately RMB11.9 billion. The dividends and distributions of the Company over the years since its listing in 1996 is as follows: Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Total (Unit: RMB) Dividend payout ratio (dividend per share/earnings per share) Earnings per share Dividend per share 0.28 0.19 0.15 0.12 0.11 0.12 0.13 0.12 0.13 0.14 0.16 0.20 0.17 0.19 0.22 0.25 0.19 0.18 0.09 0.15 0.16 0.14 0.11 3.70 0.10 0.12 0.10 0.12 0.10 0.10 0.10 0.105 0.11 0.12 0.08 0.08 0.08 0.08 0.09 0.10 0.08 0.08 0.05 0.08 0.08 0.08 0.06 2.095 35.71% 63.16% 66.67% 100.00% 90.91% 83.33% 76.92% 87.50% 84.62% 85.71% 50.00% 40.00% 47.06% 42.11% 40.91% 40.00% 42.11% 44.44% 55.56% 53.33% 50.00% 57.14% 54.55% 56.62% GUANGSHEN RAILWAY 2019 ANNUAL REPORT The Board of the Company has recommended the payment of a cash dividend of RMB0.06 per share (including tax) for 2019. This recommendation shall be subject to the consideration and approval of the shareholders at the Company’s 2019 Annual General Meeting. For details of the dividends, the cash dividend policy of the Company and its implementation, please refer to the relevant part in the section headed “Matters of Importance” in this annual report. (14) Accountability and auditing The Directors of the Company acknowledge their responsibility for preparing the accounts and supervising the preparation of the accounts for each financial period, so that the accounts can accurately and fairly reflect the business position, results and cash flow of the Company during the period. In the course of preparing the accounts for the year ended 31 December 2019, the Directors adopted and consistently applied appropriate accounting policies, made scrupulous judgments and estimates, and prepared the accounts on a going concern basis. The Company announced its annual and interim reports in a timely manner within the prescribed time of 3 months and 2 months, respectively, after the end of the relevant period in accordance with the Listing Rules of SEHK. The Company also announced its annual, interim and quarterly reports promptly in accordance with the Listing Rules of SSE. The responsibility statements of the Directors and the auditors in respect of the preparation of the financial statements of the Company are set out in the “Audit Report” in Chapter 11 “Financial Statements” in this annual report. (15) Risk management and internal controls A sound and operable risk management and internal control system is the foundation of good corporate governance. The Board of the Company is responsible for the establishment of sound and effective internal controls, the assessment of the effectiveness of such controls, and making accurate disclosures of its internal control assessment report. In accordance with the requirements of laws and regulations such as the Company Law, Securities Law, the Basic Regulations on Enterprise Internal Control（《企業內部控制基本規範》） and its related guidelines, Guidelines for Internal Control of Listed Companies（《上市公司內部控制指引》）, and the United States Sarbanes-Oxley Act, the Board established and enhanced risk control measures of each part of the operation and management of the Company based on a risk-oriented approach, i.e. the internal control management system of risk management. Such system aims at managing instead of eliminating the risk of failure to achieve business objectives, and the Board shall only give reasonable but not absolute assurance against material misstatements or loss. 102 103 Under the risk management-oriented approach, the Company has strived to establish an internal control system in compliance with international standards and regulatory requirements. Since 2006, the Company has started to establish and assess the efficacy of internal control related to financial reporting in accordance with the requirements of the United States Sarbanes-Oxley Act. Since 2011, the Company has started to consistently apply the Basic Regulations on Enterprise Internal Control（《企業內部控制基本規範》） and Implementation Guidelines for Enterprise Internal Control（《企業內部控制配套指引》）jointly promulgated by five ministries and commissions of the PRC, and has formed an internal control system that centers on the different departments and units under the group companies, encompassing finance management, information disclosure, budget management, fund management, contract management, project management, procurement and payment, sales and payment collection, costs and expenses, personnel management and preparation of financial reports. The Company has basically built up an internal control system that strings up decision-making, implementation and supervision, an equalizing system that separates different positions, and a management regulation and workflow that adapts to the operation characteristics of the Company to form a relatively comprehensive assessment system for internal control. The Board is responsible for continuous supervision of the Company’s risk management and internal control system. The Board reviews the efficiencies of the Company and its subsidiaries, its internal control system (including finance and budgeting matters, operation, compliance, and risk management) at least once a year, ensures adequacy of resources, the qualification and experience of accounting staff, the internal audit functions and financial reporting functions, and the staff training sessions received by staff and related budgets. Such systems seek to manage rather than eliminate the risk of failure in achieving business objectives, and allow for only reasonable but not absolute assurance against material misstatements or loss. The Audit Committee was established under the Board with the responsibilities of inspecting and supervising the financial reporting and internal control of the Company, inspecting and assessing the overall risk management of the Company (particularly the risk management and risk control system for decision- marking, events and businesses of significance), and supervising implementation thereof. In 2019, the Audit Committee held 7 meetings in total, each with the attendance of senior management and the external auditor and internal auditor of the Company. The Audit Committee shall examine report results of the external auditor and internal auditors of the Company, the compliance of the accounting policies and internal controls adopted by the Company with the requirements of the Listing Rules, as well as review the audits, internal control, risk management and financial statements of the Company. The Company’s 2019 first quarterly results, interim results, the third quarterly results and annual results will be recommended to the Board for approval after the meeting and discussions of the Audit Committee. GUANGSHEN RAILWAY 2019 ANNUAL REPORT The Audit Department was established by the Company to operate an independent internal audit system. Under the leadership of the Board and the supervision of the Audit Committee, the Audit Department of the Company is responsible for supervision, examination, evaluation and implementation of internal controls for risk management by the Company and its controlling subsidiaries, coordination of internal control and audit, and conducting independent audits on the adequacy and effectiveness of the Company’s operating and managing activities and internal control system. Audit plans for each year shall be discussed and determined by the Audit Committee, and key auditing results shall be discussed with the Audit Committee each time. The Audit Department must principally report to the General Manager and may report to the Chairman of the Audit Committee directly. All internal audit reports shall be submitted to the Chairman of the Board, General Manager, Chief Financial Officer, audited departments and related management of such departments. The Board and the Audit Committee of the Company will actively monitor the quantity and significance of inspection results submitted by internal audit department, and remedial actions adopted by relative departments. The Company established an internal control system of material information, process and internal control measures for addressing and disseminating price identification-sensitive information. The Company has established systems relating to information disclosure, registration and management of insiders and prevention of misuse and dissemination of sensitive information. The Company has established comprehensive procedures and internal control measures ranging from reporting, identification, auditing and disclosures to the final announcement of inside information, for the purpose of inside information processing and dissemination. The Secretary of the Board assists the Board in managing information in relation to inside information. Meanwhile, the Company carries out information disclosure in a true, accurate, complete, and timely manner pursuant to the laws and regulations and requirements under the Listing Rules, the Articles, and Administrative Measures for the Disclosure of Information of Listed Companies（《信息披露管理辦法》）, so as to ensure equal opportunities of all investors to promptly access relevant Company information. In 2019, the Company continued to implement three lines of defense: “the self-evaluation of the effectiveness of internal controls of business and functional departments, the independent evaluation of the audit department, and the internal audit conducted by the appointed auditors（業務及職能部門進行內 控運行效果的自我查核，內部審計部門獨立評價、聘請會計師事務所進行內控審計）” in accordance with the requirements of laws and regulations of the State and various regulatory institutions, coupled with its own management needs. Meanwhile, the Company provided training and carried out tests for its staff as a whole regarding its risk management and internal control system, in order to enhance risk management awareness of the staff as a whole, strengthen the business departments’ ability to directly assume the responsibilities of risk management and control and achieve a daily operation system for internal control relating to risk management to realize “risk control awareness for all, internal control participation for all, and compliance responsibility for all（全員風險管理意識，內部控制人人參與、合規執行人人有責）”, and safeguard the smooth operation of internal control system as a whole. 104 105 During the reporting period, the Board confirmed that the Company has developed sufficient and adequate identification, management and reporting systems and procedures for the material risks it is subject to in achieving it strategic objectives. The Board continued to monitor risks and receive support from various professional committee and senior management. (16) Material changes in the Articles of Association On 13 June 2019, the Company convened the 2018 Annual General Meeting, in which amendments to the Articles were considered and approved by the shareholders of the Company. For the specific amended Articles, please refer to the “Information of the 2018 Annual General Meeting” of the Company as disclosed on the website of SSE (http://www.sse.com.cn) on 27 April 2019, and the “Proposed Change in Shareholder Representative Supervisor, Proposed Amendments to the Aritcles of Association and Notice of 2018 Annual General Meeting” of the Company as disclosed on the HKEXnews website of SEHK on 26 April 2019. GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 10 Information Regarding Corporate Bonds INFORMATION REGARDING CORPORATE BONDS Applicable ✓ Not applicable GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 11 Financial Statements INDEPENDENT AUDITOR’S REPORT To the Shareholders of Guangshen Railway Company Limited (incorporated in the People’s Republic of China with limited liability) OPINION What we have audited The consolidated financial statements of Guangshen Railway Company Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 113 to 211, which comprise: • • • • • the consolidated balance sheet as at 31 December 2019; the consolidated comprehensive income statement for the year then ended; the consolidated statement of changes in equity for the year then ended; the consolidated cash flow statement for the year then ended; and the notes to the consolidated financial statements, which include a summary of significant accounting policies. Our opinion In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2019, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. PricewaterhouseCoopers, 22/F Prince's Building, Central, Hong Kong T: +852 2289 8888, F: +852 2810 9888, www.pwchk.com GUANGSHEN RAILWAY 2019 ANNUAL REPORT BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. KEY AUDIT MATTER Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 108 109 A key audit matter is identified in our audit and our audit procedures performed to address this key audit matter are set out as below: Key Audit Matter How our audit addressed the Key Audit Matter Provision for impairment of trade receivables The procedures we performed included: Refer to notes 3.1(b)(ii), 4(a) and 19 to the consolidated financial statements. (i) As at 31 December 2019, the Group had gross balance of trade receivables of RMB4,563,219,000, against which expected credit loss (“ECL”) provision of RMB61,135,000 were held. (ii) Management categorised the trade receivables portfolio based on credit risk characteristics, and recognised provision for credit losses on the basis of exposure at default and ECL rates which include consideration of historical credit loss experience, current status and forward-looking information. Understood, evaluated and validated key controls that the Groups have over trade r e c e i v a b l e s p o r t f o l i o g r o u p i n g a n d E C L determination; E v a l u a t e d w h e t h e r t h e m o d e l s a n d m e t h o d o l o g i e s u s e d b y m a n a g e m e n t t o determine ECL were in accordance with accounting standards; (iii) E v a l u a t e d t h e r e a s o n a b l e n e s s o f t h e judgement management made in grouping trade receivable portfolios by assessing credit risk characteristics; We identified this as a key audit matter due to the significance of the trade receivables balance and the assessment of the ECL provision involves significant accounting estimations and judgements. (iv) Evaluated the appropriateness of historical period selection, and evaluated the reliability of the key data input to calculate historical d e f a u l t r a t e , i n c l u d i n g h i s t o r i c a l c r e d i t loss experience and current status of each portfolio, trade receivables lifetime recovery information and other relevant data; (v) Understood and evaluated the reasonableness of the factors used in making forward-looking e s t i m a t i o n , i n c l u d i n g c h a n g e s o f f u t u r e economics, unemployment rate forecast, market environment and customer portfolio; (vi) O b t a i n e d E C L d e t e r m i n a t i o n d o c u m e n t s of each portfolio of trade receivables and examined their mathematical accuracy. Based on the work performed, management’s judgments in making ECL provision and result of such provisioning are supported by the available evidences. GUANGSHEN RAILWAY 2019 ANNUAL REPORT OTHER INFORMATION The directors of the Company are responsible for the other information set out in the Company’s 2019 Annual Report. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. RESPONSIBILITIES OF DIRECTORS AND AUDIT COMMITTEE FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Audit Committee is responsible for overseeing the Group’s financial reporting process. 110 111 A U D I T O R ’ S R E S P O N S I B I L I T I E S F O R T H E A U D I T O F T H E CONSOLIDATED FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • • • • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. GUANGSHEN RAILWAY 2019 ANNUAL REPORT • • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor’s report is Wenping Yao. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 30 March 2020 112 113 CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2019 (All amounts in Renminbi thousands) ASSETS Non-current assets Fixed assets — net Right-of-use assets Construction-in-progress Prepayments for fixed assets and construction-in- progress Leasehold land payments Goodwill Investments in associates Deferred tax assets Long-term prepaid expenses Financial assets at fair value through other comprehensive income Long-term receivable Current assets Assets classified as held for sale Materials and supplies Trade receivables Prepayments and other receivables Short-term deposits Cash and cash equivalents Total assets Notes 2019 2018 As at 31 December 6 8 7 9 11 12 13 15 16 17 18 19 20 21 21 23,566,081 3,037,618 2,378,974 41,377 — 281,255 174,686 291,250 40,807 351,045 26,103 24,184,248 — 1,828,372 51,955 1,924,496 281,255 181,725 197,295 46,614 321,246 28,354 30,189,196 29,045,560 2,183 271,259 4,502,084 366,077 — 1,562,334 2,183 296,217 3,861,617 348,907 109,000 1,738,753 6,703,937 6,356,677 36,893,133 35,402,237 GUANGSHEN RAILWAY 2019 ANNUAL REPORT Notes 2019 2018 As at 31 December EQUITY AND LIABILITIES Share capital Share premium Other reserves Retained earnings Capital and reserves attributable to the Company’s equity holders Non-controlling interests Total equity Liabilities Non-current liabilities Lease liabilities Deferred tax liabilities Deferred income related to government grants Current liabilities Trade payables Contract liabilities Payables for fixed assets and construction-in-progress Dividends payable Income tax payable Current portion of lease liabilities Accruals and other payables Total liabilities 22 23 8 12 24 26 27 8 28 7,083,537 11,562,657 3,266,425 7,263,107 7,083,537 11,562,657 3,188,161 7,017,944 29,175,726 (36,445) 28,852,299 (35,970) 29,139,281 28,816,329 1,117,936 61,405 97,467 — 63,898 99,765 1,276,808 163,663 1,538,098 458,820 1,802,592 12,890 250,594 58,490 2,355,560 1,440,834 203,631 2,441,647 12,894 246,441 — 2,076,798 6,477,044 6,422,245 7,753,852 6,585,908 Total equity and liabilities 36,893,133 35,402,237 The above consolidated balance sheet should be read in conjunction with the accompanying notes. The financial statements on pages 113 to 211 were approved by the Board of Directors on 30 March 2020 and were signed on its behalf. Wu Yong Director Hu Lingling Director 114 115 CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 (All amounts in Renminbi thousands, except for earnings per share data) Revenue from Railroad Businesses Passenger Freight Railway network usage and other transportation related services Revenue from Other Businesses Total revenue Operating Expenses: Railroad Businesses Business tax and surcharge Employee benefits Equipment leases and services Land use right leases Materials and supplies Repairs and facilities maintenance costs, excluding materials and supplies Depreciation of right-of-use assets Depreciation of fixed assets Cargo logistics and outsourcing service charges Amortisation of leasehold land payments Utility and office expenses Others Other Businesses Employee benefits Materials and supplies Depreciation of right-of-use assets Depreciation of fixed assets Amortisation of leasehold land payments Utility and office expenses Others Total operating expenses Reversal of impairment losses on financial assets, net Other losses — net Operating Profit Finance costs — net Share of results of associates, net of tax Profit before income tax Income tax expense Profit for the year Year ended 31 December Notes 2019 2018 8,009,590 2,112,596 9,903,382 20,025,568 1,152,783 21,178,351 (55,127) (7,507,439) (5,715,665) — (1,416,128) (1,073,731) (53,992) (1,612,683) (220,113) — (137,117) (1,150,190) 8,108,384 1,849,360 8,865,635 18,823,379 1,004,639 19,828,018 (16,242) (6,912,390) (5,370,634) (58,490) (1,342,344) (917,898) — (1,581,685) (171,390) (44,450) (98,820) (1,095,845) (18,942,185) (17,610,188) (571,504) (320,748) (11,332) (24,615) — (82,550) (123,480) (534,025) (315,983) — (28,058) (11,332) (53,759) (104,868) (1,134,229) (1,048,025) (20,076,414) (18,658,213) — (29,096) 1,072,841 (56,710) (7,039) 1,009,092 (261,128) 747,964 1,061 (108,613) 1,062,253 (630) 7,177 1,068,800 (289,766) 779,034 30 8 6 30 8 6 31 32 11 33 GUANGSHEN RAILWAY 2019 ANNUAL REPORT Profit for the year Notes Year ended 31 December 2019 747,964 2018 779,034 Other comprehensive income — — Total comprehensive income for the year, net of tax 747,964 779,034 Profit attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests 748,439 (475) 784,059 (5,025) 747,964 779,034 748,439 (475) 784,059 (5,025) 747,964 779,034 Earnings per share for profit attributable to the equity holders of the Company during the year Basic earnings per share Diluted earnings per share 34 34 RMB0.11 RMB0.11 RMB0.11 RMB0.11 The above consolidated comprehensive income statement should be read in conjunction with the accompanying notes. Wu Yong Director Hu Lingling Director 116 117 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2019 (All amounts in Renminbi thousands) Share capital (Note 22) 7,083,537 — — — Share premium 11,562,738 — — — — — — — — — — — — — — (81) — — Attributable to equity holders of the Company Discretionary Statutory surplus surplus reserve reserve (Note 23) (Note 23) Other reserves (Note 23) 2,618,549 — — — — — — 83,612 — — — 304,059 — — — — — — — — — — 181,941 — — — — 242,456 (242,456) — — — — Retained earnings 6,884,180 784,059 784,059 — — (242,456) 242,456 (83,612) — (566,683) (566,683) Non- controlling interests Total 28,635,004 784,059 784,059 — — — — — (81) (566,683) (566,683) (27,596) (5,025) (5,025) — — — — — (3,349) — — Total equity 28,607,408 779,034 779,034 — — — — — (3,430) (566,683) (566,683) Balance at 1 January 2018 Total comprehensive income Profit for the year Other comprehensive income (Note 23) Special reserve — Safety Production Fund (Note 23) Appropriation Utilisation Appropriations from retained earnings (Note 23) Disposal of subsidiaries Transaction with owners: Dividend relating to 2017 (Note 35) Balance at 31 December 2018 7,083,537 11,562,657 2,702,161 304,059 181,941 7,017,944 28,852,299 (35,970) 28,816,329 Balance at 1 January 2019 Total comprehensive income Profit for the year Other comprehensive income (Note 23) Special reserve — Safety Production Fund 7,083,537 — — — 11,562,657 — — — (Note 23) Appropriation Utilisation Appropriations from retained earnings (Note 23) Transaction with owners: Dividend relating to 2018 (Note 35) — — — — — — — — — — — — 2,702,161 — — — — — — 78,264 — — 304,059 — — — — — — — — — 181,941 — — — — 264,871 (264,871) — — — 7,017,944 748,439 748,439 — — (264,871) 264,871 (78,264) (425,012) (425,012) 28,852,299 748,439 748,439 — — — — — (425,012) (425,012) (35,970) (475) (475) — 28,816,329 747,964 747,964 — — — — — — — — — — — (425,012) (425,012) Balance at 31 December 2019 7,083,537 11,562,657 2,780,425 304,059 181,941 7,263,107 29,175,726 (36,445) 29,139,281 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Wu Yong Director Hu Lingling Director GUANGSHEN RAILWAY 2019 ANNUAL REPORT CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2019 (All amounts in Renminbi thousands) Year ended 31 December Notes 2019 2018 Cash flows from operating activities Cash generated from operations Income tax paid 36(a) 2,748,668 (353,423) 3,600,022 (338,620) Net cash generated from operating activities 2,395,245 3,261,402 Cash flows from investing activities Proceeds from disposal of fixed assets Advances received from disposal of assets classified as held for sale Payment of investment Interest received Dividends received Increase/(decrease) in short-term deposits with maturities more than three months, net Payments for acquisition of fixed assets and construction-in-progress; and prepayments for fixed assets, net of related payables 36(b) 3,036 392 263,943 (29,799) 857 7,047 109,000 587,123 (24,832) 1,765 6,473 (1,000) (2,441,116) (2,683,053) Net cash used in investing activities (2,087,032) (2,113,132) Cash flows from financing activities Dividends paid to the Company’s shareholders Payment of lease liabilities Transactions with non-controlling interests (425,012) (59,620) — (566,683) (3,349) Net cash used in financing activities (484,632) (570,032) Net (decrease)/increase in cash and cash equivalents (176,419) 578,238 Cash and cash equivalents at beginning of year 1,738,753 1,160,515 Cash and cash equivalents at end of year 21 1,562,334 1,738,753 The above consolidated cash flows statement should be read in conjunction with the accompanying notes. Wu Yong Director Hu Lingling Director NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2019 (All amounts expressed in Renminbi unless otherwise stated) 120 119 1. GENERAL INFORMATION Guangshen Railway Company Limited (the “Company”) was established as a joint stock limited company in the People’s Republic of China (the “PRC”) on 6 March 1996. On the same date, the Company assumed the business operations of certain railroad and other related businesses (collectively the “Businesses”) that had been undertaken previously by its predecessor, Guangshen Railway Company (the “Predecessor”), certain subsidiaries of the Predecessor; and by Guangzhou Railway (Group) Company (the “Guangzhou Railway Group”) and certain of its subsidiaries prior to the formation of the Company. The Predecessor was controlled by and was under the administration of the Guangzhou Railway Group. Pursuant to a restructuring agreement entered into between the Guangzhou Railway Group, the Predecessor and the Company in 1996, the Company issued to the Guangzhou Railway Group 100% of its equity interest in the form of 2,904,250,000 ordinary shares (the “State-owned Domestic Shares”) for the exchange of assets and liabilities associated with the operations of the Businesses (the “Restructuring”). After the Restructuring, the Predecessor changed its name to Guangzhou Railway (Group) Guangshen Railway Enterprise Development Company. In 2017, its name was changed to Shenzhen Guangzhou Railway Group Guangshen Railway Industry Development General Company (the “GIDC”). In May 1996, the Company issued 1,431,300,000 shares, representing 217,812,000 H Shares (“H Shares”) and 24,269,760 American Depositary Shares (“ADSs”, one ADS represents 50 H Shares) in a global public offering for cash of approximately RMB4,214,000,000 in order to finance the capital expenditure and working capital requirements of the Company and its subsidiaries (collectively defined as the “Group”). In December 2006, the Company issued 2,747,987,000 A Shares on the Shanghai Stock Exchange through an initial public offering of shares in order to finance the acquisition of the business and related assets and liabilities associated with the railway transportation business (“Yangcheng Railway Business”) of Guangzhou Railway Group Yangcheng Railway Enterprise Development Company (“Yangcheng Railway”), a wholly owned subsidiary of Guangzhou Railway Group which operates a railway line between the cities of Guangzhou and Pingshi in the Southern region of the PRC. Before March 2013, the Ministry of Railway of the PRC (“MOR”) was the controlling entity of the Company’s single largest shareholder (i.e. Guangzhou Railway Group). In addition, it was the government authority which governed and monitored the railway business centrally within the PRC. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 1. GENERAL INFORMATION (continued) On 14 March 2013, pursuant to the approved plan of State Council Institutional Reform and Transformation of Government Functions and Approval On Setting Up China Railway Company by the State Council, the previous controlling entity of Guangzhou Railway Group, MOR, was dissolved. The administrative functions of MOR were transferred to the Ministry of Transport and a newly established authority called the National Railway Administration; while the business functions were transferred to the China Railway Corporation (“CRC”). Accordingly, the equity interests of Guangzhou Railway Group, which was wholly controlled by MOR previously, were also transferred to the CRC (“Reform”). The Reform was completed on 1 January 2017 and CRC has become the controlling entity of the Company’s principal shareholder since that date, Guangzhou Railway Group, CRC, together with subsidiaries which were wholly controlled by MOR previously (hereinafter collectively as “CRC Group”) became related parties of the Group. In 2019, CRC changed its name to China State Railway Group Co., Ltd., (“CSRG”), and Guangzhou Railway Group, CSRG, together with subsidiaries which were wholly controlled by CSRG are hereinafter refered to as CSRG Group. The principal activities of the Group are the provision of passenger and freight transportation on railroads. The Group also operates certain other businesses, which principally include services offered in railway stations; and sales of food, beverages and merchandises on board the trains and in the railway stations. The registered address of the Company is No. 1052 Heping Road, Luohu District, Shenzhen, Guangdong Province, the People’s Republic of China. The financial statements were authorised for issue by the board of directors of the Company on 30 March 2020. The English names of all companies listed in the financial statements are direct translations of their registered names in Chinese if no registered names in English are available. 120 121 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group consisting of Guangshen Railway Company Limited and its subsidiaries. 2.1 Basis of preparation (a) Compliance with IFRS and HKCO The consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and requirements of the Hong Kong Companies Ordinance (“HKCO”) Cap. 622. (b) Historical cost convention The consolidated financial statements have been prepared on a historical cost basis except for financial assets at fair value through other comprehensive income (“FVOCI”) are measured at fair value. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) (c) New and amended standards adopted by the Group The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2019: • • • • • • IFRS 16 Leases ; Prepayment Features with Negative Compensation – Amendments to IFRS 9 Long-term Interests in Associates and Joint Ventures – Amendments to IAS 28 Annual Improvements to IFRS Standards 2015 – 2017 Cycle Plan Amendment, Curtailment or Settlement – Amendments to IAS 19 Interpretation 23 Uncertainty over Income Tax Treatments The Group had to change its accounting policies as a result of adopting IFRS 16. The Group elected to adopt the new rules retrospectively but recognised the cumulative effect of initially applying the new standard on 1 January 2019. This is disclosed in note 2.2. Most of the other amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. (d) New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2019 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. Revised Conceptual Framework for Financial Reporting Amendments to IAS 1 and IAS 8 Definition of material Definition of business Amendments to IFRS 3 Insurance contracts IFRS 17 Hedge accounting IFRS 39, IFRS 7 and IFRS 9 Sale or contribution of assets Amendments to IFRS 10 and between an investor and its associate or joint venture IAS 28 Effective for annual periods beginning on or after 1 January 2020 1 January 2020 1 January 2020 1 January 2021 1 January 2021 To be determined 122 123 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Changes in accounting policies This note explains the impact of the adoption of IFRS 16 Leases on the Group’s financial statements. As indicated in note 2.1 above, the Group has adopted IFRS 16 retrospectively from 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019. The new accounting policies are disclosed in note 2.27. On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 4.9%. (a) Practical expedients applied In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard: • Accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases. The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Changes in accounting policies (continued) (b) Measurement of lease liabilities Operating lease commitments disclosed as at 31 December 2018 Add: adjustments as a result of exercising extension options Total undiscounted lease liability as at 1 January 2019 Discounted using the lessee’s incremental borrowing rate of at the date of initial application Lease liability recognised as at 1 January 2019 Of which are: Current lease liabilities Non-current lease liabilities 2019 RMB’000 467,920 4,679,200 5,147,120 1,177,246 1,177,246 58,490 1,118,756 1,177,246 (c) Measurement of right-of-use assets The right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 31 December 2018. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. 124 125 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Changes in accounting policies (continued) (d) Adjustment recognised in the balance sheet on 1 January 2019 The change in accounting policy affected the following items in the balance sheet on 1 January 2019: • • • right-of-use assets – increase by RMB3,101,742,000 leasehold land payments – decrease by RMB1,924,496,000 lease liabilities – increase by RMB1,177,246,000 There was no impact on retained earnings on 1 January 2019. (e) Lessor accounting The Group did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of IFRS 16. 2.3 Subsidiaries 2.3.1 Consolidation A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.3 Subsidiaries (continued) 2.3.1 Consolidation (continued) (a) Business combinations The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis. Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages, the acquirer shall remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 in profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss (Note 2.10). 126 127 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.3 Subsidiaries (continued) 2.3.1 Consolidation (continued) (a) Business combinations (continued) Intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies. (b) Changes in ownership interests in subsidiaries without change of control Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. (c) Disposal of subsidiaries When the Group ceases to have control, any retained interest in the entity is re- measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities, which means that amounts previously recognised in other comprehensive income are reclassified to profit or loss. 2.3.2 Separate financial statements Investments in subsidiaries are accounted for at cost less impairment. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable. Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.4 Associates An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investments in associates include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate, any difference between the cost of the associate and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as goodwill. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. The Group’s share of post-acquisition profit or loss is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount within ‘share of result of associates’, included in the consolidated comprehensive income statement. Profits or losses and other comprehensive income resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. In the Company’s balance sheet, investments in associates are accounted for at cost less provision for impairment losses. Cost also includes direct attributable costs of investment. The results of associates are accounted for by the Company on the basis of dividend received and receivable. 128 129 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.5 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the senior executives of the Company that make strategic decisions. 2.6 Foreign currency transaction (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Renminbi (“RMB”), which is the Company’s functional and the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses are presented in the consolidated comprehensive income statement within “Finance costs-net”. 2.7 Fixed assets Fixed assets are stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items (for the case of fixed assets acquired by the Company from Predecessor during the Restructuring, the revaluated amount in the Restructuring was deemed costs). Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost amount, after taking into account the estimated residual value of not more than 4% of cost, of each asset over its estimated useful life. The estimated useful lives are as follows: GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.7 Fixed assets (continued) Buildings (a) Tracks, bridges and service roads (a) Locomotives and rolling stock Communications and signalling systems Other machinery and equipment 20 to 40 years 16 to 100 years 20 years 8 to 20 years 4 to 25 years (a) The estimated useful lives of some buildings, tracks, bridges and service roads exceed the initial lease periods of the land use rights from operation lease; and the initial period of certain land use right acquired (note 2.27), on which these assets are located. The Group will renew the term of land use right upon its expiry in strict compliance with requirements of relevant laws and regulations. There is no substantive impediment for the renewal except for public interests. In addition, based on the provision of the land use right operating lease agreement entered into with Guangzhou Railway Group (note 38(b)), the Company can renew the lease at its own discretion upon expiry of the operating lease term. Based on the above consideration, the directors of the Company consider the current estimated useful lives of those assets to be reasonable. The assets residual values and estimated useful lives are reviewed, and adjusted if appropriate, at the end of each year. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2.11). Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within “other losses — net”, included in the consolidated comprehensive income statement. 2.8 Construction-in-progress Construction-in-progress represents buildings, tracks, bridges and service roads under construction, and mainly includes the construction related costs for the associated facilities of the existing railway lines of the Group. Construction-in-progress is stated at cost, which includes all expenditures and other direct costs, site restoration costs, prepayments attributable to the construction and interest charges arising from borrowings used to finance the construction during the construction period, less impairment loss. Construction-in-progress is not depreciated until such assets are completed and ready for their intended use. 130 131 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.8 Construction-in-progress (continued) From time to time, certain railway assets of the Group require major modifications and improvements. The carrying amounts are transferred from fixed assets to construction-in- progress. The carrying amounts, including costs of modifications, are transferred back to fixed assets upon completion of the improvement projects. 2.9 Goodwill Goodwill represents the excess of the consideration transferred, the amount of any non- controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of identifiable net assets acquired. Goodwill arising from acquisitions of subsidiaries’ business is disclosed separately on the consolidated balance sheet. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews are undertaken at least annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. 2.10 Impairment of non-financial assets other than goodwill Assets that subjected to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Investments and other financial assets (a) Classification The Group classifies its financial assets in the following measurement categories: • • those to be measured at amortised cost; or those to be measured subsequently at FVOCI; The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will be recorded in other comprehensive income (“OCI”). For investments in equity instruments that are not held for trading, the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. (b) Recognition and derecognition Regular way purchases and sales of financial assets are recognised on the trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. (c) Measurement At initial recognition, the Group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Equity instruments The Group subsequently measures all equity investments at fair value. For investments in equity instruments that are not held for trading, over which the Group has no control, joint control or significant influence are measured at FVOCI. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment, any related balance within the FVOCI reserve is reclassified to retained earnings. 132 133 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Investments and other financial assets (continued) (c) Measurement (continued) Equity instruments (continued) Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group measures all of its debt instruments at amortised cost. Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated comprehensive income statement. (d) Impairment The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost, including trade receivables, other receivables and long-term receivable. Management recognised provision for credit losses on the basis of exposure at default and ECL rates which include consideration of historical credit loss experience, current status and forward-looking information. For financial assets subject to ECL measurement except trade receivables, on each balance sheet day, the Group assesses the significant increase in credit risk since initial recognition or whether an asset is considered to be credit impaired, ‘Three-stage’ expected credit loss models are established and staging definition are set for each of these financial assets class. A financial instrument which are not considered to have significantly increased in credit risk since initial recognition is classified in ‘Stage 1’. The impairment provision is measured at an amount equal to the 12-month expected credit losses for these financial assets. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Investments and other financial assets (continued) (d) Impairment (continued) If a significant increase in credit risk since initial recognition is identified but the financial instrument is not yet deemed to be credit-impaired, the financial instrument is moved to ‘Stage 2’. The impairment provision is measured based on expected credit losses on a lifetime basis. If the financial instrument is credit-impaired, the financial instrument is then moved to ‘Stage 3’. The impairment provision is measured based on expected credit losses on lifetime basis. For the financial Instruments in Stage 1 and Stage 2, the Group calculates the interest income based on its gross carrying amount (i.e. amortized cost) before adjusting for impairment provision using the effective interest method. For the financial instruments in Stage 3, the interest income is calculated based on the carrying amount of the asset, net of the impairment provision, using the effective interest method. Financial assets that are originated or purchased credit impaired are financial assets that are impaired at the time of initial recognition, and the impairment provision for these assets is the expected credit loss for the entire lifetime. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. 2.12 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty. 2.13 Long-term prepaid expenses Long-term prepaid expenses include the various expenditures that have been incurred but should be recognised as expenses over more than one year in the current and subsequent periods. Long-term prepaid expenses are amortised on the straight-line basis over the expected beneficial period and are presented at actual expenditure incurred, net of accumulated amortisation. 134 135 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.14 Non-current assets held for sale Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, financial assets and investment property that are carried at fair value, which are specifically exempt from this requirement. An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset is recognised at the date of derecognition. Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised. Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet. 2.15 Materials and supplies Materials and supplies are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. Materials and supplies are charged as fuel costs and repair and maintenance expenses when consumed. The cost of materials and supplies may not be recoverable if they are damaged, become wholly or partially obsolete, or if their selling prices have declined due to various reasons. When such circumstances happen, cost of materials and supplies is written to net realisable value, which is the estimated selling price less applicable variable expenses. 2.16 Trade and other receivables Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.17 Cash and cash equivalents Cash and cash equivalents include cash in hand; deposits held at call with banks; and other short-term highly liquid investments with original maturities of three months or less. 2.18 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.19 Financial liabilities The Group’s financial liabilities include trade payables, other payables (excluding other tax payables, employee salary and benefits payables and advances), payables for fixed assets and construction-in-progress, dividends payable and lease liabilities. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Trade payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Financial liabilities are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. The Group derecognises financial liability when, and only when, the Group’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 136 137 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.20 Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (a) Current income tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the PRC where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provision where appropriate on the basis of amounts expected to be paid to the tax authorities. (b) Deferred income tax Inside basis differences Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.20 Current and deferred income tax (continued) (b) Deferred income tax (continued) Outside basis differences Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, and associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the Group is unable to control the reversal of the temporary difference for associates. Only when there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference in the foreseeable future, deferred tax liability in relation to taxable temporary differences arising from the associate’s undistributed profits is not recognised. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, and associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. (c) Offsetting Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 2.21 Employee benefits (a) Defined contribution plan The Group pays contributions to defined contribution schemes operated by the local government for employee benefits in respect of pension and unemployment. The Group also pays contribution to defined contribution schemes operated by Guangzhou Railway Group for employee supplementary pension benefit. The Group has no further payment obligations once the contributions have been paid. The contributions to the defined contribution schemes are recognised as staff costs when they are due. 138 139 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.21 Employee benefits (continued) (b) Termination benefits Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value. 2.22 Provisions Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.23 Revenue recognition Revenue of the Group comprise of revenue from railroad and related business and revenue from other business. (a) Revenue from railroad and related business The operations of the railway business of the Group form part of the nationwide railway system in the PRC and they are supervised and governed by CSRG. The Group renders the passenger transportation and freight transportation services, and the related service fees and charges are collected from customer or other railway companies by the Group. The respective fares and charges of the services, and processing of the respective revenue and cost allocation among different railway companies are done centrally by a central clearance system operated by CSRG. Revenue from passenger transportation Passenger transportation generally include transportation business of Guangzhou- Shenzhen inter-city express trains, long-distance trains and Guangzhou-Hong Kong city through trains. These services are provided by the Group as the carrier in mainland China and Hong Kong, and the corresponding revenue information is captured and processed by CSRG through the central clearance system. Revenues are recognized overtime when the train transportation services are rendered. The revenue is presented net of value-added tax but before deduction of any sales handling commissions. Revenue from freight transportation The Group also provides freight transportation services. Service information and computation of the attributable revenues entitled by the Group are processed by the central clearance system of CSRG. The revenues are recognised at gross amounts overtime in the accounting period in which the services are rendered. 140 141 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.23 Revenue recognition (continued) (a) Revenue from railroad and related business (continued) Revenue from railway network usage and other transportation related services Revenue from railway network usage and other transportation related services, mainly consist of network usage services (locomotive traction, track usage and electric catenaries service, etc.) and railway operation services and other services, are rendered by the Group together with other railway companies in the PRC. The information relating to network usage service is captured and processed by the central clearance system of CSRG. The revenue from network usage services are recognized overtime in the accounting period in which the services are rendered, and revenue can be reliably measured. Railway operation services and other services are rendered solely by the Group and all proceeds are collected by the Group directly. When the services rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. (b) Revenue from other businesses Revenue from other business mainly consist of on-board catering services, leasing, sales of materials, sale of goods and other businesses related to railway transportation. Revenues from on-board catering services are recognised overtime when the related services are rendered. Revenues from sales of materials and supplies and sale of goods are recognised when the respective materials and goods are delivered to customers at appoint in time. Revenue from operating lease arrangements on certain properties and locomotives is recognised overtime on a straight-line basis over the period of the respective leases. (c) Financing components The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.24 Interest income Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired receivables is recognised using the original effective interest rate. 2.25 Dividend income Dividend income is recognised when the right to receive payment is established. 2.26 Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to fixed assets are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets. 2.27 Leases As explained in note 2.2 above, the Group has changed its accounting policy for leases where the Group is the lessee. The new policy is described below and the impact of the change in note 2.2. Leases in which a significant portion of the risks and rewards of ownership were not transferred to the Group were classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. The Group’s right-of-use asset mainly consisted of lease of land and leasehold land payments for self-occupied purpose. 142 143 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.27 Leases (continued) For the lease of land, in connection with the acquisition of Yangcheng Railway Business, the Company signed an agreement on 15 November 2004 with Guangzhou Railway Group for leasing the land use rights associated with a parcel of land, on which the acquired assets of Yangcheng Railway Business are located. The agreement became effective upon the completion of the acquisition on 1 January 2007 and the lease term is 20 years, renewable at the discretion of the Group. The estimated useful lives of some buildings, tracks, bridges and service roads exceed the initial lease periods of the land use rights from operation lease; and the initial period of certain land use right acquired, on which these assets are located. Based on the provision of the land use right operating lease agreement entered into with Guangzhou Railway Group, the Company can renew the lease at its own discretion upon expiry of the operating lease term, and the Company except to exercise the option to extend the lease within the remaining useful lives of those assets. Therefore the Group is reasonably certain to determine the lease term based on the remaining useful lives of those assets. For the land use rights, the Group acquired the right to use certain pieces of land for certain of its rail lines, railway stations and other businesses. The consideration paid for such land represents pre-paid lease payments, which are amortised over the lease terms of 36.5 to 50 years using the straight-line method. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • • • • • fixed payments (including in-substance fixed payments), less any lease incentives receivable variable lease payment that are based on an index or a rate amounts expected to be payable by the lessee under residual value guarantees the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.27 Leases (continued) To determine the incremental borrowing rate, the Group: • • • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing, and makes adjustments specific to the lease, eg term, country, currency and security. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • • • • the amount of the initial measurement of lease liability any lease payments made at or before the commencement date less any lease incentives received any initial direct costs, and restoration costs. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature. The Group did not need to make any adjustments to the accounting for assets held as lessor as a result of adopting the new leasing standard. 144 145 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.28 Dividend distribution Dividend distribution to the shareholders is recognised as a liability in the Group’s and the Company’s financial statements in the period in which the dividends are approved by the shareholders of the Company. 3. FINANCIAL RISK MANAGEMENT 3.1 Financial risk factor The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, cash flow and fair value interest rate risk and other price risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise the potential adverse effects on the financial performance of the Group. (a) Market risk (i) Foreign currency risk The Group mainly operates in the PRC with most of the transactions settled in RMB. RMB is also the functional and presentation currency of the Group. RMB is not freely convertible into other foreign currencies. The conversion of RMB denominated balances into foreign currencies is subject to the rates and regulations of foreign exchange control promulgated by the PRC government. Any foreign currency denominated monetary assets and liabilities other than in RMB would subject the Group to foreign exchange exposure. The Group’s objective of managing the foreign currency risk is to minimise potential adverse effects arising from foreign transaction movements. Depending on volatility of specific foreign currency being exposed, measures are taken by management to manage the foreign currency positions. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (a) Market risk (continued) (i) Foreign currency risk (continued) The following table shows the Group’s foreign currency denominated monetary assets (in RMB thousands equivalent): Monetary assets Cash and cash equivalents Cash and cash equivalents Other receivables Currency denomination As at 31 December 2019 2018 HKD USD HKD 88,892 77,608 8 713 54 416 89,613 78,078 The Group may experience a loss as a result of any foreign currency exchange rate fluctuations in connection with monetary assets shown above. The Group has not used any means to hedge the exposure. As at 31 December 2019, if RMB had weakened/strengthened by 5% against the HKD with all other variables held constant, profit after tax for the year would have been RMB3,360,000 (2018: RMB2,926,000) higher/lower, mainly as a result of foreign exchange gains/losses on translation of HKD-denominated cash in banks. The impact of exchange fluctuations of USD is not expected to be significant. (ii) Cash flow and fair value interest rate risk Other than deposits held in banks and long-term receivable, the Group does not have significant interest-bearing assets or liabilities. The average interest rate of deposits held in banks in the PRC throughout the year was approximately 1.53% (2018: 1.62%) per annum. Any change in the interest rate promulgated by the People’s Bank of China from time to time is not considered to have a significant impact to the Group. As at 31 December 2019 and 2018, the Group had no interest bearing debts, which may expose the Group to any interest rate risk. 146 147 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (a) Market risk (continued) (iii) Other price risk The Group’s exposure to price risk arises from equity investments held by the Group and classified as FVOCI (note 15). As at 31 December 2019, if the expected price of the equity investments held by the Group increased/decreased by 5% with all other variables held constant, other comprehensive income for the year would have been RMB13,164,000 (2018: RMB12,047,000) higher/lower. (b) Credit risk Credit risk arises from cash and cash equivalents, short-term deposits, trade and other receivables (excluding prepayments) and long-term receivable. (i) Risk management The credit quality of financial assets that are neither past due nor impaired can be analysed by the identity of counterparties as follows: Trade receivables Due from Guangzhou Railway Group and its subsidiaries Due from CSRG Group (excluding Guangzhou Railway Group and its subsidiaries) Due from third parties 2019 RMB’000 2018 RMB’000 1,777,513 1,756,816 948,024 833,305 665,009 613,105 3,558,842 3,034,930 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (b) Credit risk (continued) (i) Risk management (continued) Other receivables excluding prepayments Due from Guangzhou Railway Group and its subsidiaries Due from CSRG Group (excluding Guangzhou Railway Group and its subsidiaries) Due from third parties Long-term receivable Due from a third party 2019 RMB’000 2018 RMB’000 22,031 1,880 48,418 240,025 1,149 289,387 310,474 292,416 2019 RMB’000 2018 RMB’000 26,103 28,354 For trade and other receivables, management performs ongoing credit evaluations of its customers/debtors’ financial condition and generally does not require collateral from the customers/debtors. After assessing the expected realisability and timing for collection of the outstanding balances, the Group maintains a provision for impairment of receivables and actual losses incurred have been within management’s expectation. 2019 RMB’000 2018 RMB’000 Cash at bank and short-term deposits Placed in listed banks in the PRC 1,562,334 1,847,723 148 149 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (b) Credit risk (continued) (i) Risk management (continued) Cash and short term deposits are placed with reputable banks. There was no recent history of default of cash and cash equivalents and short-term deposits from such financial institutions. There were no other financial assets carrying a significant exposure to credit risk. None of the financial assets that are fully performing has been renegotiated in the current year. (ii) Impairment of financial assets The Group has three types of financial assets that are subject to the expected credit loss model: trade receivables, other receivables and long-term receivable. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial. Trade receivables The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss provision for all trade receivables. The Group categorises the trade receivables into the following portfolios based on credit risk characteristics: • • • • Portfolio 1: receivable incurred from revenues collected and settled through the CSRG; Portfolio 2: receivable incurred from revenue from railway operation; Portfolio 3: receivable incurred from revenue other than railway operation and revenues collected and settled without the CSRG; and Portfolio 4: bank acceptance that represents lower credit risk. Provision for credit losses are recognised on the basis of exposure at default and ECL rates which include consideration of historical credit loss experience, current status and forward-looking information. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (b) Credit risk (continued) (ii) Impairment of financial assets (continued) Trade receivables (continued) On that basis, the loss provision as at 31 December 2019 and 31 December 2018 (on adoption of IFRS 9) was determined for trade receivables (in RMB thousands): As at 31 December 2019 As at 31 December 2018 Carrying amount ECL rates Loss provision Carrying amount ECL rates Loss provision Portfolio 1 Portfolio 2 Portfolio 3 Portfolio 4 232,848 4,033,727 196,694 99,950 4,563,219 — 1.42% 2.00% — — (57,201) (3,934) — 248,481 3,560,959 113,389 — — 1.66% 2.00% — (61,135) 3,922,829 — (58,945) (2,267) — (61,212) The loss provision for trade receivables as at 31 December reconciles to the opening loss provision as follows: Opening loss provision as at 1 January Receivables written off during the year as uncollectible Reversal of impairment loss provision Closing loss provision at 31 December Trade receivables 2019 RMB’000 2018 RMB’000 61,212 (77) — 66,907 (6) (5,689) 61,135 61,212 150 151 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (b) Credit risk (continued) (ii) Impairment of financial assets (continued) Other financial assets at amortised cost Other financial assets at amortised cost include other receivables, and long-term receivable. Impairment on other receivables and long-term receivable is measured as either 12-month expected credit losses or lifetime expected credit loss, depending on whether there has been a significant increase in credit risk since the initial recognition. If a significant increase in credit risk of a deposit or receivable has occurred since the initial recognition, then the impairment is measured as lifetime expected credit losses. On that basis, the loss provision as at 31 December 2019 and 31 December 2018 for other receivables was as follows (in RMB thousands): As at 31 December 2019 As at 31 December 2018 Stage 1 Stage 2 Stage 3 Carrying amount 250,863 — 4,631 255,494 ECL rates Loss provision Carrying amount ECL rates Loss provision 2.38% — 100% (5,959) — (4,631) 317,224 — 4,631 1.88% — 100% (10,590) 321,855 (5,959) (4,631) (10,590) Impairment losses on trade and other receivables and long-term receivable are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 3. FINANCIAL RISK MANAGEMENT (continued) 3.1 Financial risk factor (continued) (c) Liquidity risk Prudent liquidity risk management includes maintaining sufficient cash and the ability to close out market positions. Management monitors rolling forecasts of the Group’s liquidity reserves (comprising cash and cash equivalents) on the basis of expected cash flows. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant. At 31 December 2019 Trade and other payables excluding non-financial liabilities Payables for fixed assets and construction-in-progress Lease liabilities Dividends payable At 31 December 2018 Trade and other payables excluding non-financial liabilities Payables for fixed assets and construction-in-progress Dividends payable Less than 1 year RMB’000 Between 1 and 5 years RMB’000 Over 5 years RMB’000 Carrying amount RMB’000 2,683,828 — — 2,683,828 1,802,592 58,490 12,890 — 233,960 — 4,796,180 — — 1,802,592 5,088,630 12,890 4,557,800 233,960 4,796,180 9,587,940 2,631,433 2,441,647 12,894 5,085,974 — — — — — 2,631,433 — 2,441,647 12,894 — — 5,085,974 152 153 3. FINANCIAL RISK MANAGEMENT (continued) 3.2 Capital risk management The Group’s objectives of managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. As at 31 December 2019 and 2018, the Group has no short-term loan, long-term loan, bond payable or long-term payable. Management considered that such capital structure is appropriate. 3.3 Fair value estimation According to amendment to IFRS 7 for financial instruments that are measured in the balance sheet at fair value, it requires disclosure of fair value measurements by level of following fair value measurement hierarchy: • • • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). As at 31 December 2019 and 2018, the Group did not have any financial instruments that were measured at fair value except for FVOCI (note 15). The following table presents the Group’s assets that are measured at fair value at 31 December 2019: Level 1 RMB’000 Level 2 RMB’000 Level 3 RMB’000 Total RMB’000 Assets Financial assets at FVOCI — — 351,045 351,045 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 3. FINANCIAL RISK MANAGEMENT (continued) 3.3 Fair value estimation (continued) The following table presents the Group’s assets that are measured at fair value at 31 December 2018: Level 1 RMB’000 Level 2 RMB’000 Level 3 RMB’000 Total RMB’000 Assets Financial assets at FVOCI — — 321,246 321,246 There were no transfers between levels 1, 2 and 3 or changes in valuation techniques during the year. There were no gains/(losses) recognised for the year ended 31 December 2019. Financial assets and liabilities of the Group measured at amortised cost include trade and other receivables, long-term receivable, short-time deposits, cash and cash equivalents, and trade and other payables, of which the fair values approximate their carrying amounts. 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (a) Provision for impairment of trade receivables The provision for impairment of trade receivables are recognised on the basis of exposure at default and ECL rates which include consideration of historical credit loss experience, current status and forward-looking information. The assessment of the ECL involves significant accounting estimations and judgements, including historical period selection by making reference to historical credit loss experience of each portfolio, trade receivables lifetime recovery information and other relevant data as well as forward looking estimates such as changes of future economics, unemployment rate forecast, market environment and customer portfolio at the end of each reporting period. 154 155 5. SEGMENT INFORMATION The chief operating decision-makers have been identified as the senior executives of the Company. Senior executives of the Company review the Group’s internal reporting in order to assess performance and allocate resources. The operating segments were determined based on these management reports. Senior executives evaluate the business from a perspective of revenues and operating results generated from railroad and related business conducted by the Company (“the Railway Transportation Business”). Other segments mainly include on-board catering services, leasing, sales of materials, sale of goods and other businesses related to railway transportation provided by the subsidiaries of the Company. Senior executives of the Company assess the performance of the operating segments based on a measure of the profit before income tax. Other information provided, except as noted below, to senior executives of the Company is measured in a manner consistent with that in the consolidated financial statements. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 5. SEGMENT INFORMATION (continued) The segment results during 2019 and 2018 are as follows: The Railway Transportation Business 2018 RMB’000 2019 RMB’000 All other segments 2019 RMB’000 2018 RMB’000 Eliminations 2019 RMB’000 2018 RMB’000 Total 2019 RMB’000 2018 RMB’000 Segment revenue — Railroad Businesses — Other Businesses 20,025,568 938,066 18,823,379 779,719 — 271,452 — 273,274 — (56,735) — (48,354) 20,025,568 1,152,783 18,823,379 1,004,639 Total revenue 20,963,634 19,603,098 271,452 273,274 (56,735) (48,354) 21,178,351 19,828,018 Timing of revenue recognition — Overtime — At a point in time 20,826,847 136,787 19,480,546 122,552 110,214 161,238 89,590 183,684 (56,735) — (48,354) — 20,880,326 298,025 19,521,782 306,236 20,963,634 19,603,098 271,452 273,274 (56,735) (48,354) 21,178,351 19,828,018 Segment result 1,045,581 1,120,148 (36,489) (26,078) Finance costs — net Share of results of associates, net of tax Depreciation of fixed assets Depreciation of right-of-use assets Amortisation of leasehold land payments Amortisation of long-term prepaid expenses Impairment of fixed assets Impairment of construction-in- progress Provision for impairment of materials and supplies 56,439 451 271 (7,039) 1,633,185 53,993 7,177 1,603,106 — — 4,113 11,331 — 16,008 20,697 — 44,450 12,596 10,364 — 10,793 11,361 — 430 — — — 179 — 6,637 — 11,332 313 — — — — — — — — — — — — — (25,270) 1,009,092 1,068,800 — 56,710 630 (7,039) — — 7,177 1,637,298 65,324 1,609,743 — — — — — — — 16,438 20,697 — 55,782 12,909 10,364 — 10,793 11,361 156 157 5. SEGMENT INFORMATION (continued) A reconciliation of the segment results to profit for the year of 2019 and 2018 is as follows: The Railway Transportation Business 2018 RMB’000 2019 RMB’000 All other segments 2019 RMB’000 2018 RMB’000 Eliminations 2019 RMB’000 2018 RMB’000 Total 2019 RMB’000 2018 RMB’000 Segment result Income tax expense 1,045,581 (262,942) 1,120,148 (291,202) (36,489) 1,814 (26,078) 1,436 Profit/(loss) for the year 782,639 828,946 (34,675) (24,642) — — — (25,270) — 1,009,092 (261,128) 1,068,800 (289,766) (25,270) 747,964 779,034 The Group is domiciled in the PRC. All the Group’s revenues were generated in the PRC, and the assets of the Group are also located in the PRC. The Railway Transportation Business 2018 RMB’000 2019 RMB’000 All other segments 2019 RMB’000 2018 RMB’000 Eliminations 2019 RMB’000 2018 RMB’000 Total 2019 RMB’000 2018 RMB’000 Total segment assets 36,691,272 35,089,100 485,891 496,353 (284,030) (183,216) 36,893,133 35,402,237 Total segment assets include: Investment in associates Additions to non-current assets (other than financial instruments and deferred tax assets) 174,686 181,725 — — 1,757,394 2,885,650 3,097 7,635 — — — 174,686 181,725 — 1,760,491 2,893,285 Total segment liabilities 7,348,182 6,163,507 595,487 571,273 (189,817) (148,872) 7,753,852 6,585,908 Revenues of approximately RMB4,400,273,000 (2018: RMB3,966,988,000) were derived from Guangzhou Railway Group and its subsidiaries. These revenues are attributable to the Railway Transportation Business. Except that, no revenues derived from a single external customer have exceeded 10% of the total revenues. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 6. FIXED ASSETS — NET Tracks, bridges and service roads RMB’000 Locomotives and rolling stock RMB’000 Communications and signalling systems RMB’000 Other machinery and equipment RMB’000 Total RMB’000 14,588,338 (3,390,032) — 7,903,204 (3,053,269) (9,865) 1,993,168 (1,522,955) — 6,628,084 (4,368,375) (2,471) 38,554,399 (14,924,925) (12,336) Buildings RMB’000 7,441,605 (2,590,294) — 4,851,311 11,198,306 4,840,070 470,213 2,257,238 23,617,138 At 1 January 2018 Cost Accumulated depreciation Impairment Net book amount Year ended 31 December 2018 Opening net book amount Other additions Transfer in from construction-in-progress (Note 7) Transfer out to construction-in-progress for improvement/ modifications (Note 7) Transfer in from construction-in-progress after repair Reclassifications Disposals Depreciation charges Impairment charge Impairment write-off 4,851,311 6,956 162,624 (60,507) 124,345 (5,631) (4,082) (320,823) (2,881) — 11,198,306 — 277,739 (273,678) 324,386 — (99,463) (213,858) — — 4,840,070 712,632 127,805 (715,707) 1,414,100 — (167,790) (611,095) — 9,865 470,213 22,784 28,629 (8,042) 40,026 — (10,531) (104,096) — — 2,257,238 115,526 133,089 (36,835) 76,003 5,631 (15,128) (359,871) (7,483) 2,471 23,617,138 857,898 729,886 (1,094,769) 1,978,860 — (296,994) (1,609,743) (10,364) 12,336 Closing net book amount 4,751,312 11,213,432 5,609,880 438,983 2,170,641 24,184,248 At 31 December 2018 Cost Accumulated depreciation Impairment Net book amount 7,590,161 (2,835,968) (2,881) 14,735,949 (3,522,517) — 8,218,284 (2,608,404) — 2,034,318 (1,595,335) — 6,631,867 (4,453,743) (7,483) 39,210,579 (15,015,967) (10,364) 4,751,312 11,213,432 5,609,880 438,983 2,170,641 24,184,248 158 159 6. FIXED ASSETS — NET (continued) Tracks, bridges and service roads RMB’000 Locomotives and rolling stock RMB’000 Communications and signalling systems RMB’000 Other machinery and equipment RMB’000 11,213,432 2,185 110,172 (44,034) 121,591 102 (87,439) (214,909) — — 5,609,880 948 65,903 (484,992) 716,082 238 (49,855) (661,484) — — 438,983 28 87,732 (24,994) 28,712 (412) (5,526) (87,880) — — 2,170,641 96,443 241,212 (27,658) 58,802 174 (17,468) (351,246) — 11 Buildings RMB’000 4,751,312 4,975 238,599 (10,523) 27,451 (102) (8,529) (321,779) (20,697) — Total RMB’000 24,184,248 104,579 743,618 (592,201) 952,638 — (168,817) (1,637,298) (20,697) 11 Year ended 31 December 2019 Opening net book amount Other additions Transfer in from construction-in-progress (Note 7) Transfer out to construction-in-progress for improvement/ modifications (Note 7) Transfer in from construction-in-progress after repair Reclassifications Disposals Depreciation charges Impairment charge Impairment write-off Closing net book amount 4,660,707 11,101,100 5,196,720 436,643 2,170,911 23,566,081 At 31 December 2019 Cost Accumulated depreciation Impairment Net book amount 7,825,870 (3,141,585) (23,578) 14,817,730 (3,716,630) — 8,102,522 (2,905,802) — 1,852,565 (1,415,922) — 6,757,634 (4,579,251) (7,472) 39,356,321 (15,759,190) (31,050) 4,660,707 11,101,100 5,196,720 436,643 2,170,911 23,566,081 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 6. FIXED ASSETS — NET (continued) (a) As at 31 December 2019, the ownership certificates of certain buildings of the Group with an aggregate carrying value of approximately RMB1,626,540,000 (2018: RMB1,676,711,000) had not been obtained by the Group. These kind of buildings are classified as below: Carrying value as at 31 December 2019 RMB’000 Carrying value as at 31 December 2018 RMB’000 Reason for delay in obtaining the ownership certificates Certificates for 1,040,897 1,067,076 The Group commenced such application buildings under application procedures Certain buildings located on the land of which the land use right certificates have not been obtained 49,846 procedures with the respective authorities in China by the end of 2017, there has been progress made and the Group’s management does not expect any major difficulties in obtaining the remaining ownership certificates. 53,392 According to relevant laws and regulations in China, the land use right certificates of the land on which these buildings are located must be obtained before the Group can start the application for the respective housing ownership certificates. As a result, the Group will start to apply for the ownership certificates of these buildings after they have completed the procedures to obtain the land use right certificates. Certain buildings 535,797 556,243 Such land is held by lease under certain attached to pieces of land which is held by lease operating lease arrangements. Due to the fact that the Group does not have the underlying land use right certificates for such land, therefore, the Group cannot apply for the respective ownership certificates of the buildings constructed on top of it. According to the lease agreements and communication with the leasors, and as confirmed by the Company’s legal counsel, the Group possesses the right to use and/or own such buildings without the certificates. 160 161 6. FIXED ASSETS — NET (continued) After consultation made with the Company’s legal counsel, the directors of the Company consider that there is no legal restriction for the Group to apply for and obtain the ownership certificates of these buildings and it should not lead to any significant adverse impact on the operations of the Group. (b) As at 31 December 2019, fixed assets of the Group with an aggregate net book value of approximately RMB172,218,000 (2018: RMB138,390,000) had been fully depreciated but they were still in use. 7. CONSTRUCTION-IN-PROGRESS At 1 January Transfer in from fixed assets for improvement/modifications (Note 6) Other additions Transfer to fixed assets (Note 6) Transfer out to fixed assets after improvement/modifications (Note 6) At 31 December 2019 RMB’000 2018 RMB’000 1,828,372 1,430,671 592,201 1,654,657 (743,618) 1,094,769 2,011,678 (729,886) (952,638) (1,978,860) 2,378,974 1,828,372 Construction-in-progress as at 31 December 2019 mainly comprise of improvement projects for road existing railway equipment in the PRC. For the year ended 31 December 2019, no interest expense (2018: nil) had been capitalised in the construction-in-progress balance as there were no third party borrowings during the year. As at 31 December 2019, the balance of the provision for writing down the construction-in-progress was approximately RMB15,456,000 (2018: RMB15,456,000). GUANGSHEN RAILWAY 2019 ANNUAL REPORT 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES Cost As at 1 January Additions Land use right (a) RMB’000 2019 Lease of Land use right RMB’000 Total RMB’000 2,388,326 1,200 1,177,246 — 3,565,572 1,200 As at 31 December 2,389,526 1,177,246 3,566,772 Accumulated depreciation As at 1 January Additions (463,830) (51,946) — (13,378) (463,830) (65,324) As at 31 December (515,776) (13,378) (529,154) Net book value As at 31 December As at 1 January 1,873,750 1,163,868 3,037,618 1,924,496 1,177,246 3,101,742 162 163 8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued) The amounts recognized in the Consolidated Comprehensive Income Statement for the year relating to the lease contracts are as follows: Depreciation charge of right-of-use assets Interest expense on lease liabilities Expense relating to short-term leases 2019 RMB’000 2018 RMB’000 65,324 57,670 684,037 807,031 — — — — The total cash outflow for leases in 2019 was RMB743,657,000. The remaining lease period of right-of-use assets as at 31 December 2019 was lease of between 12 to 87 years. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 8. LEASEHOLD LAND PAYMENTS (continued) (a) As at 31 December 2019, the ownership certificates of land with an aggregate carrying value of approximately RMB56,881,000 that was acquired through assets/business acquisition and group restructuring have not yet been changed from the names of the respective original owners to the name of the Company; and the ownership certificates of the land use rights of the Group with an aggregate carrying value of approximately RMB1,201,115,000 (2018: RMB1,227,820,000) had not been obtained by the Group due to the following fact: Certain pieces of land associated with the operations of Guangshen Line IV, one of the railway lines operated by the Company Carrying value as at 31 December 2019 RMB’000 Reason for delay in obtaining the ownership certificates 1,201,115 Due to the fact that Guangshen Line IV spans across several cities, counties and villages in China, it is practically cumbersome and time consuming for the Group to coordinate and execute the procedures for acquiring the respective land use rights certificates with the respective local bureaus and authorities governing the title registration and transfer, and therefore, the progress of acquiring the formal title certificates has been progressing slowly. After consultation made with the Company’s legal counsel, the directors of the Company consider that there is no legal restriction for the Group or the Company to apply for and obtain the land use right certificates and it should not lead to any significant adverse impact on the operations of the Group or the Company. 9. GOODWILL Year ended 31 December 2018 and 2019 Opening net book amount Additions Impairment Closing net book amount At 31 December 2018 and 2019 Cost Accumulated impairment Net book amount RMB’000 281,255 — — 281,255 281,255 — 281,255 164 165 9. GOODWILL (continued) As at 31 December 2019 and 2018, the outstanding balance of goodwill arose from the excess of a purchase consideration paid by the Company over the aggregate fair values of the identifiable assets, liabilities and contingent liabilities of the Yangcheng Railway Business acquired by the Company in 2007. On 1 January 2009, the Group integrated the Yangcheng Railway Business with the Group’s railway business in order to improve the operation efficiency. As a result, the management considers that the Yangcheng Railway Business and the Group’s other railway business (collectively the “Combined Railway Transportation Business”) represents the lowest level of CGUs within the Group at which goodwill is monitored for internal management purposes. As a result, the goodwill balance has been allocated to the CGU comprising the Combined Railway Transportation Business. The recoverable amount of the CGU is determined based on higher of value-in-use and fair value less costs to sell. These calculations use pre-tax cash flow projections based on financial forecasts prepared by management covering a five-years period. Cash flows beyond the five-years period are extrapolated using the estimated growth rates stated below. At 31 December 2019, the recoverable amount calculated based on value-in-use exceeded carrying value of the CGU by RMB4,997 million (2018: RMB5,515 million). The key assumptions used for value-in-use calculations are as follows: Railroad business Gross margin (beyond the five-years period) Growth rate (beyond the five-years period) Discount rate 2019 2018 16.30% 2.00% 12.44% 16.73% 2.00% 12.44% Management estimated the gross margin and growth rate based on past performance and its expectations for the market development. The discount rate used is pre-tax and reflect specific risks relating to the railway transportation business segment. Even if the budgeted growth rate used in the value-in-use calculation for the CGU in railroad business had been 10% lower than management’s estimates as at 31 December 2019, the Group would not need to recognise impairment charges against goodwill. Even if the estimated pre-tax discount rate applied to the discounted cash flows for the CGU in railroad business had been 1% higher than management’s estimates as at 31 December 2019, no impairment charges had to be recognised by the Group against goodwill. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 10. SUBSIDIARIES The following is a list of the principal subsidiaries at 31 December 2019: Name of the entity Place of incorporation and nature of legal entity Principal activities and place of operation Dongguan Changsheng Enterprise China, limited liability Warehousing in the PRC company China, limited liability Hotel management in the PRC company China, limited liability company Cargo loading and unloading, warehousing, freight transportation in the PRC China, limited liability Catering management in the PRC company China, limited liability Catering services and sales of merchandise company in the PRC China, limited liability Sales of merchandises in the PRC Company Limited Shenzhen Fu Yuan Enterprise Development Company Limited Shenzhen Pinghu Qun Yi Railway Store Loading and Unloading Company Limited Shenzhen Guangshen Railway Economic and Trade Enterprise Company Limited Shenzhen Railway Station Passenger Services Company Limited Guangzhou Guangshen Railway Station Dongqun Trade and Commerce Service Company Limited Guangzhou Railway Huangpu Service Company Limited company China, limited liability company Zengcheng Lihua Stock Company Limited China, limited liability (“Zengcheng Lihua”)(i) company Cargo loading and unloading, warehousing, freight transportation in the PRC Real estate construction, provision of warehousing, cargo uploading and unloading services in the PRC 100% 44.72% 100% 44.72% Proportion of equity interests held by the Company (%) Proportion of equity interests held by the Group (%) 51% 100% 100% 100% 100% 100% 51% 100% 100% 100% 100% 100% Proportion of equity interests held by non- controlling interests (%) 49% — — — — — — Registered capital RMB’000 38,000 18,500 10,000 2,000 1,500 1,020 379 55.28% 107,050 (i) According to the Articles of Association of Zengcheng Lihua, the remaining shareholders are all natural persons and none of these individuals holds more than 0.5% equity interest in Zengcheng Lihua. All directors of Zengcheng Lihua were appointed by the Company. After considering all shareholders of Zengcheng Lihua other than the Company are individuals with individual interest holding of less than 0.5% and such individuals do not act in concert, and also all directors of Zengcheng Lihua were appointed by the Company, the directors of the Company consider that the Company has the de facto control over the board and the substantial financial and operating decisions of Zengcheng Lihua. As at 31 December 2019, the non-wholly owned subsidiaries individually and in aggregate is not significant to the Group. Therefore, financial information of the non-wholly owned subsidiaries are not disclosed. 166 167 11. INVESTMENTS IN ASSOCIATES Share of net assets Less: provision for impairment 2019 RMB’000 174,686 — 2018 RMB’000 181,725 — 174,686 181,725 The movement of investments in associates of the Group during the year is as follows: Beginning of the year Share of results after tax End of the year 2019 RMB’000 181,725 (7,039) 2018 RMB’000 174,548 7,177 174,686 181,725 As at 31 December 2019, the Group had direct interests in the following companies which are incorporated/established and are operating in the PRC: Name of the entity Guangzhou Tiecheng Enterprise Company Limited (“Tiecheng”) Shenzhen Guangzhou Railway Civil Engineering Company (“Shentu”) Percentage of equity interest attributable to the Company Paid-in capital Principal activities 49% 49% RMB343,050,000 Properties leasing and trading of merchandise RMB64,000,000 Construction of railroad properties The above associates are limited liability companies and are unlisted companies. There are no significant contingent liabilities relating to the Group’s interest in the associates and there are no significant restrictions on the transfer of assets or earnings from the associates to the Group. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 11. INVESTMENTS IN ASSOCIATES (continued) Set out below are the summarised financial information for Tiecheng and Shentu which are accounted for using the equity method in the consolidated financial statements. Summarised balance sheets Tiecheng Shentu 2019 RMB’000 2018 2019 RMB’000 RMB’000 2018 RMB’000 Current assets Non-current assets 77,732 361,864 121,465 1,612,909 12,941 326,644 1,143,125 12,794 Total assets 439,596 448,109 1,625,850 1,155,919 Current liabilities 223,295 208,458 1,485,647 1,024,702 Equity 216,301 239,651 140,203 131,217 Share of net assets 105,987 117,429 68,699 64,296 Carrying amount of interest in associates 105,987 117,429 68,699 64,296 Reconciliation of the summarised financial information presented to the carrying amount of its interests in associates as follows: Tiecheng Shentu Total 2019 RMB’000 2018 2019 RMB’000 RMB’000 2018 2019 RMB’000 RMB’000 2018 RMB’000 Opening net assets (Loss)/profit for the year 239,651 (23,350) 228,612 11,039 131,217 8,986 127,609 3,608 370,868 (14,364) 356,221 14,647 Closing net assets 216,301 239,651 140,203 131,217 356,504 370,868 Percentage of ownership interest 49% 49% 49% 49% 49% 49% Carrying value 105,987 117,429 68,699 64,296 174,686 181,725 168 169 12. DEFERRED TAX ASSETS/(LIABILITIES) Deferred tax assets Less: Offsetting of deferred tax liabilities 2019 RMB’000 366,348 (75,098) 2018 RMB’000 273,022 (75,727) Deferred tax assets (net) 291,250 197,295 Deferred tax liabilities Less: Offsetting of deferred tax assets (136,503) 75,098 (139,625) 75,727 Deferred tax liabilities (net) (61,405) (63,898) 229,845 133,397 The analysis of deferred tax assets and deferred tax liabilities is as follows: Deferred tax assets: — Deferred tax assets to be recovered after more than 12 months — Deferred tax assets to be recovered within 12 months Deferred tax liabilities: — Deferred tax liabilities to be recovered after more than 12 months — Deferred tax liabilities to be recovered within 12 months 2019 RMB’000 2018 RMB’000 144,415 221,933 124,666 148,356 366,348 273,022 (133,854) (2,649) (134,492) (5,133) (136,503) (139,625) GUANGSHEN RAILWAY 2019 ANNUAL REPORT 12. DEFERRED TAX ASSETS/(LIABILITIES) (continued) The movement in deferred tax assets and liabilities of the Group during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: (Charged)/ Credited to the comprehensive income statement RMB’000 At 1 January 2018 RMB’000 (Charged)/ Credited to the comprehensive income statement RMB’000 At 31 December 2018 RMB’000 At 31 December 2019 RMB’000 21,331 6,948 7,120 25,519 40,647 30,709 — — — (3,490) 17,841 (493) 2,335 (90) 5,093 (17,361) 7,973 146,781 — 6,455 9,455 25,429 45,740 13,348 7,973 146,781 — 132,274 140,748 273,022 (20) 5,171 (5,045) (2,178) 5,063 11,767 8,303 65,236 5,029 93,326 17,821 11,626 4,410 23,251 50,803 25,115 16,276 212,017 5,029 366,348 Deferred tax assets: Impairment provision for receivables Impairment provision for fixed assets and construction-in-progress Impairment provision for materials and supplies Differences in accounting base and tax base of government grants Differences in accounting base and tax base of employee benefits obligations Loss on disposal of fixed assets Difference in accounting base and tax base of party organization activity fee Difference in accounting base and tax base in the recognition of land disposal proceed Others 170 171 12. DEFERRED TAX ASSETS/(LIABILITIES) (continued) Deferred tax liabilities: Differences in accounting base and tax base in recognition of fixed assets Differences in accounting base and tax base in recognition of leasehold land payments Changes in the fair value of available-for-sale financial assets Others Credited to the comprehensive income statement RMB’000 At 1 January 2018 RMB’000 Credited to the comprehensive income statement RMB’000 At 31 December 2018 RMB’000 At 31 December 2019 RMB’000 7,863 66,390 60,647 10,202 (2,593) (2,493) — (391) 5,270 63,897 60,647 9,811 (19) (2,493) — (610) 5,251 61,404 60,647 9,201 145,102 (5,477) 139,625 (3,122) 136,503 Deferred income tax assets are recognised for tax loss carry-forwards and other temporary difference to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred income tax assets in respect of tax losses and other temporary difference amounting to RMB154,921,000 (2018: RMB118,264,000) arising from operations of subsidiaries which do not foresee to have enough tax deductible assessable profits in the near future. Tax losses that can be carried forward (a) Deductible temporary differences 2019 RMB’000 142,469 12,452 2018 RMB’000 105,812 12,452 154,921 118,264 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 12. DEFERRED TAX ASSETS/(LIABILITIES) (continued) (a) The tax loss carry-forwards in which no deferred income tax assets were recognised will expire in the following years: 2019 2020 2021 2022 2023 2024 2019 RMB’000 2018 RMB’000 — 16,745 22,090 22,245 36,393 44,996 6,371 18,478 22,325 22,245 36,393 — 142,469 105,812 13. LONG-TERM PREPAID EXPENSES The long-term prepaid expenses represented staff uniforms. The movements of long-term prepaid expenses are set forth as follows: At 1 January Cost Accumulated amortisation Net book amount Year ended 31 December Opening net book amount Additions Amortisation 2019 RMB’000 2018 RMB’000 118,944 (72,330) 92,822 (59,421) 46,614 33,401 46,614 10,631 (16,438) 33,401 26,122 (12,909) Closing net book amount 40,807 46,614 At 31 December Cost Accumulated amortisation Net book amount 129,575 (88,768) 118,944 (72,330) 40,807 46,614 173 173 14. FINANCIAL INSTRUMENTS BY CATEGORY Financial assets Financial assets at amortised cost Trade and other receivables excluding prepayments (Notes 19 and 20) Short-term deposits (Note 21) Cash and cash equivalents (Note 21) Long-term receivable (Note 16) FVOCI (Note 15) Total Financial liabilities Liabilities at amortised cost Trade and other payables excluding non-financial liabilities (Notes 26 and 28) Payables for fixed assets and construction-in-progress Dividends payable Lease liabilities Total 2019 RMB’000 2018 RMB’000 4,746,988 — 1,562,334 26,103 351,045 4,172,882 109,000 1,738,753 28,354 321,246 6,686,470 6,370,235 2019 RMB’000 2018 RMB’000 2,683,828 1,802,592 12,890 1,176,426 2,631,433 2,441,647 12,894 — 5,675,736 5,085,974 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 15. F I N A N C I A L A S S E T S A T F A I R V A L U E T H R O U G H O T H E R COMPREHENSIVE INCOME (a) Classification of financial assets at FVOCI Financial assets at FVOCI are equity securities which are strategic investments not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this category. (b) Equity investments at fair value through other comprehensive income Non-current assets Investments in unlisted companies 2019 RMB’000 2018 RMB’000 351,045 321,246 The FVOCI mainly represent equity interests held by the Group in certain unlisted companies with percentage ownership less than 2% individually. On disposal of these equity investments, any related balance within the FVOCI reserve is reclassified to retained earnings. (c) Amounts recognised in profit or loss and other comprehensive income During the year, the following gains were recognised in profit or loss and other comprehensive income. Dividends from equity investments at FVOCI recognised in profit or loss in other losses — net (Note 31) — Related to investments held at the end of the reporting period 2019 RMB’000 2018 RMB’000 7,047 7,047 6,473 6,473 174 175 15. F I N A N C I A L A S S E T S A T F A I R V A L U E T H R O U G H O T H E R COMPREHENSIVE INCOME (continued) (d) Fair value Information about the methods and assumptions used in determining fair value is provided in note 3.3. All of the financial assets at FVOCI are denominated in RMB. For an analysis of the sensitivity of the assets to price risk refer to note 3.1. 16. LONG-TERM RECEIVABLE The long-term receivable balance represents freight service fees receivable from a third party customer which was acquired from Yangcheng Railway Business. On the acquisition date of Yangcheng Railway Business, it was remeasured at its then fair value, which was assessed by the discounted cash flow method by making reference to the repayment schedule agreed by both parties. The balance is subsequently carried at amortised cost using an average effective interest rate of 6.54%. The balance approximated its fair value as at 31 December 2019. 17. ASSETS CLASSIFIED AS HELD FOR SALE By 19 April 2018, with the approval of the board of directors, the Group entered into an irrevocable land use right transfer agreement with the Guangzhou Land Development Center (“GLDC”), transferring the land to GLDC, and the transfer price was RMB1,304,717,000. The transfer of assets was not completed in 2019 and the Group received RMB848,066,000 from GLDC in advance (Note 28). 18. MATERIALS AND SUPPLIES Raw materials Accessories Reusable rail-line track materials Retailing consumables 2019 RMB’000 171,532 58,502 40,224 1,001 2018 RMB’000 160,048 59,261 75,415 1,493 271,259 296,217 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 18. MATERIALS AND SUPPLIES (continued) The costs of materials and supplies consumed by the Group during the year were recognised as “operating expenses” in the amount of RMB1,736,886,000 (2018: RMB1,658,327,000). As at 31 December 2019, the balance of the provision for writing down the materials and supplies to their net realisable values was approximately RMB17,640,000 (2018: RMB37,820,000). During the year, additional provision of RMB14,242,000 was made, RMB3,449,000 was reversed as the recovery price increased and RMB30,973,000 was written off arising from realization of losses in the disposal of these assets (2018: RMB19,128,000, RMB7,767,000 and RMB2,007,000). 19. TRADE RECEIVABLES Trade receivables Including: receivables from related parties Less: Provision for impairment of receivables 2019 RMB’000 4,563,219 3,477,558 (61,135) 2018 RMB’000 3,922,829 2,949,492 (61,212) 4,502,084 3,861,617 As at 31 December 2019 and 2018, the Group’s trade receivables were all denominated in RMB. The majority of the trade receivable were from state-owned railroad companies or companies in transportation industry. The passenger railroad services are usually transacted on a cash basis. The Group does not have formal contractual credit terms agreed with its customers for freight services but the trade receivables are usually settled within a period less than one year. As a result, the Group regards any receivable balance within one year being not overdue. The aging analysis of the outstanding trade receivables is as follows: Within 1 year Over 1 year but within 2 years Over 2 years but within 3 years Over 3 years 2019 RMB’000 3,558,842 747,600 172,482 84,295 2018 RMB’000 3,034,930 524,652 231,879 131,368 4,563,219 3,922,829 176 177 19. TRADE RECEIVABLES (continued) The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss provision for all trade receivables. Movements on the provision for impairment of trade receivables are as follows: At 31 December Change of accounting policy At 1 January Reversal of impairment loss provision Written-off 2019 RMB’000 2018 RMB’000 61,212 — 61,212 — (77) 6,203 60,704 66,907 (5,689) (6) At 31 December 61,135 61,212 The maximum exposure to credit risk at the reporting date is the carrying value mentioned above. The Group does not hold any collateral as security. 20. PREPAYMENTS AND OTHER RECEIVABLES Due from third parties Due from related parties 2019 RMB’000 282,229 83,848 2018 RMB’000 313,801 35,106 366,077 348,907 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 20. PREPAYMENTS AND OTHER RECEIVABLES (continued) Other receivables Less: Provision for impairment Other receivables, net (a) Prepayments (b) 2019 RMB’000 255,494 (10,590) 244,904 121,173 2018 RMB’000 321,855 (10,590) 311,265 37,642 366,077 348,907 (a) Other receivables mainly represent miscellaneous deposits and receivables arising from the course of provision of non-railway transportation services by the Group. Movements on the provision for impairment of other receivables are as follows: At 31 December Change of accounting policy At 1 January Provision for impairment Reversal of impairment loss provision Written-off 2019 RMB’000 2018 RMB’000 10,590 — 10,590 — — — 13,325 5,527 18,852 4,631 (2) (12,891) At 31 December 10,590 10,590 (b) Prepayments mainly represent amounts paid in advance to the suppliers for utilities and other operating expenses of the Group. As of 31 December 2019, the input VAT with related invoices not been received or verified amounted to RMB101,317,000 (2018: RMB148,369,000). 178 179 20. PREPAYMENTS AND OTHER RECEIVABLES (continued) The carrying amounts of the Group’s prepayments and other receivables are denominated in the following currencies: RMB HKD 2019 RMB’000 365,364 713 2018 RMB’000 348,491 416 366,077 348,907 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. 21. CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS 2019 RMB’000 Cash at bank and on hand Term deposits with initial term not more than three months 1,562,334 — Cash and cash equivalents Term deposits with initial term of over three months (a) 1,562,334 — 2018 RMB’000 1,686,253 52,500 1,738,753 109,000 (a) The original effective interest rate of term deposits was 1.53% per annum (2018: 1.62% per annum). 1,562,334 1,847,753 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 21. CASH AND CASH EQUIVALENTS AND SHORT-TERM DEPOSITS (continued) (b) The carrying amounts of the cash and cash equivalents and short-term deposits are denominated in the following currencies: RMB HKD USD 22. SHARE CAPITAL 2019 RMB’000 1,473,434 88,892 8 2018 RMB’000 1,770,091 77,608 54 1,562,334 1,847,753 As at 31 December 2019 and 2018, the total authorised number of ordinary shares is 7,083,537,000 shares with a par value of RMB1.00 per share. These shares are divided into A shares and H shares. They rank pari passu against each other and they were fully paid up. Authorised, issued and fully paid: Listed shares — H shares — A shares Total As at 31 December 2018 RMB’000 As at 31 December 2019 RMB’000 Movement RMB’000 1,431,300 5,652,237 7,083,537 — — — 1,431,300 5,652,237 7,083,537 180 181 23. RESERVES According to the provisions of the Articles of Association of the Company, the Company shall first set aside 10% of its profit after tax attributable to shareholders as indicated in the Company’s statutory financial statements for the statutory surplus reserve (except where the reserve has reached 50% of the Company’s registered share capital) in each year. The Company may also make appropriations from its profit attributable to shareholders to a discretionary surplus reserve, provided that it is approved by a resolution passed in a shareholders’ general meeting. These reserves cannot be used for purposes other than those for which they are created and are not distributable as cash dividends without the prior approval obtained from the shareholders in a shareholders’ general meeting under specific circumstances. When the statutory surplus reserve is not sufficient to make good for any losses of the Company in previous years, the current year profit attributable to shareholders shall be used to make good the losses before any allocations are set aside for the statutory surplus reserve. The statutory surplus reserve, the discretionary surplus reserve and the share premium account could be converted into share capital of the Company provided it is approved by a resolution passed in a shareholders’ general meeting with the provision that the ending balance of the statutory surplus reserve does not fall below 25% of the registered share capital amount. The Company may either allot newly created shares to the shareholders at the same proportion of the existing number of shares held by these shareholders, or it may increase the par value of each share. For the year ended 31 December 2019 and 2018, the directors proposed the following appropriations to reserves of the Company: 2019 2018 Percentage RMB’000 Percentage 2019 2018 RMB’000 Statutory surplus reserve 10% 78,264 10% 83,612 In accordance with the provisions of the Articles of Association of the Company, the profit after appropriation to reserves and available for distribution to shareholders shall be the lower of the retained earnings determined under (a) PRC GAAP or (b) IFRS. Due to the fact that the statutory financial statements of the Company have been prepared in accordance with PRC GAAP, the retained earnings so reported may be different from those reported in the statement of changes in shareholders’ equity prepared under IFRS contained in these financial statements. The main difference between the retained earnings of the Company determined under PRC GAAP and those determined under IFRS was relating to accounting policies in respect of investment in associates adopted under PRC GAAP and IFRS. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 23. RESERVES (continued) For the year 2019 and 2018, the movement of “Special reserve — Safety Production Fund” of the Group are as below: Beginning of the year Appropriation for retained earnings Utilisation 2019 RMB’000 — 264,871 (264,871) 2018 RMB’000 — 242,456 (242,456) End of the year — — The Company is engaged in passenger and freight transportation business. In accordance with the regulations issued by Ministry of Finance and State Administration of Work Safety of the PRC, the Company is required to establish a special reserve (“Safety Production Fund”) calculated based on the passenger and freight transportation revenue of the previous year using the following percentages: (a) 1% for regular freight business; (b) 1.5% for passenger transportation, dangerous goods delivery business and other special business. The Safety Production Fund is mainly used for the renovation and maintenance of security equipment and facilities. For the purpose of the consolidated financial statements under IFRS, such reserve is established through an appropriation from retained earnings based on the aforementioned method. When the Safety Production Fund is actually utilised, the actual expenses incurred are charged to profit or loss. Financial assets at FVOCI The Group has elected to recognise changes in the fair value of certain investments in equity securities in OCI, as explained in note 2.11. These changes are accumulated within the FVOCI reserve within equity. The Group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised. 182 183 24. DEFERRED INCOME 2019 RMB’000 2018 RMB’000 Government grants 97,467 99,765 Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to the purchase of property, plant and equipment are included in non- current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets. 25. EMPLOYEE BENEFITS OBLIGATIONS Employee benefits obligations Less: current portion included in accruals and other 2019 RMB’000 2018 RMB’000 26,345 28,389 payables (Note 28) (26,345) (28,389) — — Pursuant to a redundancy plan implemented by the Group in 2006, selected employees who had met certain specified criteria and accepted voluntary redundancy were provided with an offer of early retirement benefits, up to their official age of retirement. Such arrangements required specific approval granted by management of the Group. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 25. EMPLOYEE BENEFITS OBLIGATIONS (continued) With the acquisition of the Yangcheng Railway Business in 2007 and Guangmeishan Railway Company Limited (“GRCL”) Business and Guangdong Sanmao Railway Company Limited (“GSRC”) Business in 2016, the Group has also assumed certain retirement and termination benefits obligations associated with the operations of Yangcheng Railway Business, GRCL Business and GSRC Business. These obligations mainly include the redundancy termination benefits similar to those mentioned above, as well as the obligation for funding post-retirement medical insurance premiums of retired employees before the respective acquisitions. The employee benefits obligations have been provided for by the Group at amounts equal to the total expected benefit payments. Where the obligation does not fall due within twelve months, the obligation payable has been discounted using a pre-tax rate that reflects management’s current market assessment of the time value of money and risk specific to the obligation. The discount rate was determined with reference to treasury bond yields in the PRC. The movement in the employee benefits obligation during current year is as follows: At 1 January Additions Payments At 31 December 26. TRADE PAYABLES Payables to third parties Payables to related parties 2019 RMB’000 2018 RMB’000 28,389 — (2,044) 30,745 — (2,356) 26,345 28,389 2019 RMB’000 844,487 693,611 2018 RMB’000 826,717 614,117 1,538,098 1,440,834 184 185 26. TRADE PAYABLES (continued) The aging analysis of trade payables was as follows: Within 1 year Over 1 year but within 2 years Over 2 years but within 3 years Over 3 years 27. CONTRACT LIABILITIES Contract liabilities – advances received from customers Contract liabilities – frequent traveller program 28. ACCRUALS AND OTHER PAYABLES Due to third parties Due to related parties 2019 RMB’000 1,424,775 61,371 16,726 35,226 2018 RMB’000 1,233,902 114,480 46,383 46,069 1,538,098 1,440,834 2019 RMB’000 438,705 20,115 2018 RMB’000 198,251 5,380 458,820 203,631 2019 RMB’000 1,895,881 459,679 2018 RMB’000 1,586,277 490,521 2,355,560 2,076,798 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 28. ACCRUALS AND OTHER PAYABLES (continued) Advance received from disposal of assets classified as held for sale (Note 17) Payables to GIDC assumed by business combination Other deposits received Salary and welfare payables Deposits received for construction projects Other taxes payable Amounts received on behalf of Labor Union Deposits received from ticketing agencies Employee benefits obligations (Note 25) Other advance received Housing maintenance fund Other payables 2019 RMB’000 2018 RMB’000 848,066 368,560 199,483 222,684 145,446 109,735 95,206 30,298 26,345 3,000 2,431 304,306 587,123 368,560 213,056 203,791 209,245 66,896 96,523 32,448 28,389 — 15,741 255,026 2,355,560 2,076,798 29. AUDITORS’ REMUNERATION Auditors’ remuneration in respect of audit and non-audit services provided by the auditors for the year ended 31 December 2019 were RMB8,400,000 and RMB930,000 respectively (2018: RMB8,400,000 and RMB750,000 respectively). 30. EMPLOYEE BENEFITS 2019 RMB’000 2018 RMB’000 Wages and salaries Provision for medical, housing scheme and other employee benefits (a) Contributions to the defined contribution scheme (b) 5,726,123 5,320,484 1,353,800 999,020 1,296,392 829,539 8,078,943 7,446,415 186 187 30. EMPLOYEE BENEFITS (continued) (a) Housing scheme In accordance with the PRC housing reform regulations, the Group is required to make contributions to a state-sponsored housing fund at 10% or 12% of the salaries of the employees. At the same time, the employees are also required to make a contribution at 10% or 12% of the salaries out of their payroll. The employees are entitled to claim the entire sum of the fund under certain specified withdrawal circumstances. The Group has no further legal nor constructive obligation towards housing benefits of these employees offered beyond the above contributions made. (b) Defined contribution pension scheme All the full-time employees of the Group are entitled to join a statutory pension scheme. The employees would receive pension payments equal to their basic salaries payable upon their retirement up to their death. Pursuant to the PRC laws and regulations, contributions to the basic old age insurance for the Group’s local staff are to be made monthly to a government agency based on 26% of the standard salary set by the provincial government, of which 18% is borne by the Company or its subsidiaries and the remainder 8% is borne by the employees. The government agency is responsible for the pension liabilities due to the employees upon their retirement. The Group accounts for these contributions on an accrual basis and charges the related contributions to expense in the year to which the contributions relate. (c) Five highest paid individuals The five individuals whose emoluments were the highest in the Group for the year include one director (2018: one), four senior executives (2018: three) and no supervisor (2018: one). No remuneration has been paid by the Group to the five highest paid individuals as an inducement to join or upon joining the Group or as a compensation for loss of office. The emolument range of each individual is within the band of Nil to RMB553,000 (2018: Nil to RMB471,000). GUANGSHEN RAILWAY 2019 ANNUAL REPORT 31. OTHER LOSSES — NET Loss on disposal of fixed assets — net Interest income from banks Government grants Dividend income from FVOCI Income from compensation Impairment of fixed assets (Note 6) Unwinding of interest accrued on long-term receivable Income from disposal of subsidiaries Renovation cost for the separation and transfer of facilities Others 32. FINANCE COSTS — NET Interest expense of lease liabilities Net foreign exchange gains Bank charges 2019 RMB’000 (103,560) 24,736 22,492 7,047 1,092 (20,697) 3,749 — — 36,045 2018 RMB’000 (93,914) 25,209 15,223 6,473 2,176 (10,364) 4,080 81 (65,735) 8,158 (29,096) (108,613) 2019 RMB’000 2018 RMB’000 (57,670) 2,592 (1,632) — 1,044 (1,674) (56,710) (630) 188 189 33. INCOME TAX EXPENSE In 2019 and 2018, the applicable income tax rate of the Company was 25%. An analysis of the current year income tax expense is as follows: Current income tax Deferred income tax (Note 12) 2019 RMB’000 357,576 (96,448) 2018 RMB’000 435,991 (146,225) 261,128 289,766 The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows: 2019 RMB’000 2018 RMB’000 Profit before tax 1,009,092 1,068,800 Tax calculated at the statutory rate of 25% (2018: 25%) Effect of expenses not deductible for tax purposes Effect of income not subject to tax Tax losses for which no deferred tax asset was recognised Adjustments for current tax of prior periods Utilisation of previously unrecognised tax losses 252,273 2,921 (1,762) 11,249 (2,410) (1,143) 267,200 19,647 (3,432) 9,098 (2,335) (412) Income tax expense 261,128 289,766 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 34 EARNINGS PER SHARE The calculation of basic earnings per share is based on the net profit for the year attributable to equity holders of approximately RMB 748,439,000 (2018: RMB784,059,000), divided by the weighted average number of ordinary shares outstanding during the year of 7,083,537,000 shares (2018: 7,083,537,000 shares). There were no dilutive potential ordinary shares during both years. 2019 RMB’000 2018 RMB’000 Profit attributable to owners of the Company 748,439 784,059 Weighted average number of ordinary shares in issue 7,083,537 7,083,537 Basic and diluted earnings per share RMB0.11 RMB0.11 35. DIVIDEND 2019 RMB’000 2018 RMB’000 Final, proposed, of RMB0.06 (2018: RMB0.06) per ordinary share 425,012 425,012 At the meeting of the directors held on 30 March 2020, the directors proposed a final dividend of RMB0.06 per ordinary share for the year ended 31 December 2019, which is subject to the approval by the shareholders in general meeting. This proposed dividend was not reflected as a dividend payable in the Group’s and the Company’s financial statements as at 31 December 2019. 190 191 36. CASH FLOW GENERATED FROM OPERATIONS (a) Reconciliation from profit before income tax to net cash generated from operations: Profit before income tax: Adjustments for: Depreciation of fixed assets (Note 6) Depreciation of right-of-use assets (Note 8) Impairment of fixed assets (Note 6) Provision for impairment of materials and supplies (Note 18) Amortisation of leasehold land payments Loss on disposal of fixed assets and costs on repairs Amortisation of long-term prepaid expenses (Note 13) Share of results of associates, net of tax (Note 11) Dividend income on FVOCI (Note 31) Investment income from liquidation of a subsidiary (Note 31) Reversal of impairment of receivables Amortisation of deferred income Interest expense on lease liabilities Interest income Operating profit before working capital changes (Increase)/decrease in trade receivables Decrease in materials and supplies Increase in prepayments and other receivables Decrease in long-term receivable Increase in trade payables Increase in accruals and other payables 2019 RMB’000 2018 RMB’000 1,009,092 1,068,800 1,637,298 65,324 20,697 10,793 — 1,609,743 — 10,364 11,361 55,782 161,435 261,476 16,438 7,039 (7,047) — — (2,299) 57,670 (4,606) 2,971,834 (638,401) 16,438 (64,221) 6,000 98,393 358,625 12,909 (7,177) (6,473) (81) (1,061) (5,988) — (5,845) 3,003,810 230,876 39,224 (17,218) 7,000 115,759 220,571 Net cash generated from operations 2,748,668 3,600,022 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 36. CASH FLOW GENERATED FROM OPERATIONS (continued) (b) In the cash flow statement, proceeds from disposal of fixed assets comprise: Net book amount (Note 6) Payable arising from disposal of fixed assets Transfer to materials and supplies Loss on disposal of fixed assets and costs on repairs 2019 RMB’000 168,806 (2,063) (2,272) (161,435) 2018 RMB’000 284,658 (6,715) (16,075) (261,476) Proceeds from disposal of fixed assets 3,036 392 37. CONTINGENCY There were no significant contingent liabilities as at 31 December 2019 and up to the date of approval of these financial statements. 38. COMMITMENTS (a) Capital commitments As at 31 December 2019, the Group had the following capital commitments: 2019 RMB’000 2018 RMB’000 Contracted but not provided for 804,298 899,290 Authorised but not contracted for 1,178,032 1,765,710 A substantial amount of these commitments is related to the reform of stations or facilities relating to the existing railway lines of the Company, which would be financed by self- generated operating cash flow. 192 193 39. RELATED PARTY TRANSACTIONS Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. (a) Related parties that control the Company or are controlled by the Company: See note 10 for the principal subsidiaries. None of the shareholders is the controlling entity of the Company. (b) Nature of the principal related parties that do not control/are not controlled by the Company: (i) Guangzhou Railway Group and its subsidiaries Name of related parties Relationship with the Company Single largest shareholder and its subsidiaries Guangzhou Railway Group Guangzhou Railway Group YangCheng Railway Enterprise Development Company GRCL GIDC Guangzhou Railway Material Supply Company Guangzhou Railway Station Service Centre Changsha Railway Construction Company Limited GSRC Guangzhou Yuetie Operational Development Company Guangzhou Railway Rolling Stock Works Company Limited Guangdong Tieqing International Travel Agency Company Limited Single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Huaihua Railway Engineer Construction Company Xiashen Railway Guangdong Company Limited Ganshao Railway Company Limited Hunan Changtie Industrial Development Co. Ltd. Guangzhou Railway Real Estate Construction Engineering Co., Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Ltd. Guangdong Yuetong Railway Logistics Company Limited Sanmao Railway Company Xiaotangxi Freight Field Service Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder Company Guangzhou Anmao Railway Consulting Construction Company Subsidiary of the single largest shareholder Limited Guangzhou Beiyang Information Technology Company Limited Shenzhen Guangshen Railway Real Estate Development Co., Ltd. Subsidiary of the single largest shareholder Subsidiary of the single largest shareholder GUANGSHEN RAILWAY 2019 ANNUAL REPORT 39. RELATED PARTY TRANSACTIONS (continued) (b) Nature of the principal related parties that do not control/are not controlled by the Company: (continued) (i) Guangzhou Railway Group and its subsidiaries (continued) Name of related parties Relationship with the Company Guangzhou Railway Technology Development Surveying Co., Subsidiary of the single largest shareholder Ltd. Construction Engineering Company, Yangcheng Railway Industry Subsidiary of the single largest shareholder Development Corporation Guangdong Sanmao Railway Capital Construction Company Subsidiary of the single largest shareholder (ii) Associates of the Group Name of related parties Relationship with the Company Tiecheng Shentu Associate of the Group Associate of the Group (iii) Relationship with CSRG and other railway companies On 14 March 2013, pursuant to the Approval, the previous controlling entity of Guangzhou Railway Group, MOR, had been dismantled. The administrative function of MOR were transferred to the Ministry of Transport and the newly established National Railway Bureau, and its business functions were transferred to the CSRG. Accordingly, the equity interests of Guangzhou Railway Group which was wholly controlled by MOR previously were transferred to the CSRG (“Reform”). The Reform was completed since 1 January 2017 and the Company disclosed details of transactions undertaken with CSRG Group for both years of 2019 and 2018 for reference. Unless otherwise specified, the transactions with CSRG Group disclosed below have excluded transactions undertaken with Guangzhou Railway Group and its subsidiaries. 194 195 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (i) Material transactions undertaken with Guangzhou Railway Group and its subsidiaries: Provision of services and sales of goods Transportation related services Provision of train transportation services to Guangzhou Railway Group and its subsidiaries (i) Revenue collected by CSRG for railway network usage and related services provided to Guangzhou Railway Group and its subsidiaries (ii) Revenue from railway operation service provided to Guangzhou Railway Group’s subsidiaries (iii) 2019 RMB’000 2018 RMB’000 2,060,518 1,861,543 1,563,191 1,357,512 812,470 736,492 4,436,179 3,955,547 Other services Sales of materials and supplies to Guangzhou Railway Group and its subsidiaries (iv) 45,642 39,383 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (continued) (i) Material transactions undertaken with Guangzhou Railway Group and its subsidiaries: (continued) Services received and purchases made Transportation related services Provision of train transportation services by Guangzhou Railway Group and its subsidiaries (i)(vi) Costs settled by CSRG for railway network usage and related services provided by Guangzhou Railway Group and its subsidiaries (ii) Other services Provision of repair and maintenance services by Guangzhou Railway Group and its subsidiaries (iv) Purchase of materials and supplies from Guangzhou Railway Group and its subsidiaries (iv) Provision of construction services by Guangzhou Railway Group and its subsidiaries (v) 2019 RMB’000 2018 RMB’000 774,291 872,234 2,194,467 1,898,623 2,968,758 2,770,857 441,719 451,976 623,433 555,048 363,424 180,147 1,428,576 1,187,171 196 197 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (continued) (i) Material transactions undertaken with Guangzhou Railway Group and its subsidiaries: (continued) (i) The service charges are determined based on a pricing scheme set by the CSRG or based on negotiation between the contracting parties with reference to actual costs incurred. (ii) Such revenues/charges are determined by the CSRG based on its standard charges applied on a nationwide basis. (iii) The service charges are levied based on contract prices determined based on a “cost plus a profit margin” and agreed between both contracting parties. (iv) The prices are determined based on mutual negotiation between the contracting parties with reference to actual costs incurred. (v) Based on construction amount determined under national railway engineering guidelines. (vi) The amount recognised in 2019 does not include the payment of short term leases related to the lease of passenger trains paid to Guangzhou Railway Group amounting to RMB247,714,000, the amount of 2018 has included such payment. (ii) Material transactions with CSRG and other railway companies When the passenger trains and freight trains operated by the Group pass through rail lines owned by other railway companies controlled by the CSRG, the Group need to pay those companies for the services rendered (track usage, locomotive traction and electric catenaries service, etc.), and vice versa. The charge rate of such services are instructed by the CSRG and are collected and settled by the CSRG according to its central recording and settlement systems (see details in note 2.23). GUANGSHEN RAILWAY 2019 ANNUAL REPORT 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (continued) (ii) Material transactions with CSRG and other railway companies (continued) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with the CSRG Group: Provision of services and sales of goods Transportation related services Provision of train transportation services to CSRG Group (i) Revenues collected by CSRG for services provided to CSRG Group (ii) Revenues from railway operation service provided to CSRG Group (iii) Other services Provision of repairing services for cargo trucks to CSRG Group (ii) Sales of materials and supplies to CSRG Group (iv) Provision of apartment leasing services to CSRG Group (iv) 2019 RMB’000 2018 RMB’000 69,958 63,364 2,479,015 2,527,897 2,392,333 2,012,880 4,941,306 4,604,141 370,990 8,330 574 337,432 9,099 617 379,894 347,148 198 199 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (continued) (ii) Material transactions with CSRG and other railway companies (continued) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with the CSRG Group: (continued) Services received and purchases made Transportation related services Provision of train transportation services by CSRG Group (i)(vi) Cost settled by CSRG for services provided by 2019 RMB’000 2018 RMB’000 37,408 283,490 CSRG Group (ii)(vi) 2,107,765 2,161,146 Other services Provision of repair and maintenance services by CSRG Group (iv) Purchase of materials and supplies from CSRG Group (iv) Provision of construction services by CSRG Group (v) 2,145,173 2,444,636 29,066 23,968 23,636 76,670 9,440 27,743 1,417 38,600 (i) The service charges are determined based on a pricing scheme set by the CSRG or based on negotiation between the contracting parties with reference to actual costs incurred. (ii) Such revenue/charges are determined by the CSRG based on its standard charges applied on a nationwide basis. (iii) The service charges are levied based on contract prices determined based on a “cost plus a profit margin” and explicitly agreed between both contracting parties. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 39. RELATED PARTY TRANSACTIONS (continued) (c) In addition to those disclosed elsewhere in the financial statements, during the year, the Group had the following material transactions undertaken with related parties: (continued) (ii) Material transactions with CSRG and other railway companies (continued) (iv) The prices are determined based on mutual negotiation between the contracting parties with reference to actual costs incurred. (v) (vi) Based on construction amounts determined under national railway engineering guidelines. The amount recognised in 2019 does not include the payment of short term leases related to the lease of passenger trains and freight trains to CSRG amounting to RMB 436,323,000, the amount of 2018 has included such payment. (iii) Revenues collected and settled through the CSRG: Passenger transportation Freight transportation Other transportation related services (iv) Lease – as lessee: 2019 RMB’000 7,475,003 1,740,907 74,870 2018 RMB’000 7,532,999 1,849,360 78,935 9,290,780 9,461,294 As disclosed in note 2.27 and note 8, the Group has adopted IFRS 16 from 1 January 2019 and the Group recognised lease liabilities in relation to lease contract with Guangzhou Railway Group in regard of land use right, which had previously been classified as ‘operating leases’ under IAS 17 Leases. In 2019, the depreciation expense of the right-of-use assets was RMB13,378,000 (2018: not applicable), the interest expense of lease liabilities was RMB57,670,000 (2018: not applicable), and the actual payment to Guangzhou Railway Group was RMB59,620,000 (2018: RMB58,490,000). In 2019, the payment of short term leases related to the lease of passenger trains to Guangzhou Railway Group was RMB 247,714,000, the payment of short term leases related to lease of passenger trains and freight trains to CSRG was RMB 436,323,000. (d) Key management compensation The compensation paid or payable to key management for employee services is shown in note 42. 200 201 39. RELATED PARTY TRANSACTIONS (continued) (e) As at 31 December 2019, the Group had the following material balances maintained with related parties: (i) Material balances with Guangzhou Railway Group and its subsidiaries: Trade receivables — Guangzhou Railway Group (i) — Subsidiaries of Guangzhou Railway Group (i) — Associates Prepayments and other receivables — Guangzhou Railway Group — Subsidiaries of Guangzhou Railway Group Prepayments for fixed assets and construction- in-progress — Subsidiaries of Guangzhou Railway Group (ii) — Associates Trade payables — Guangzhou Railway Group (i) — Subsidiaries of Guangzhou Railway Group (ii) — Associates Payables for fixed assets and construction-in- progress — Guangzhou Railway Group — Subsidiaries of Guangzhou Railway Group — Associates Contract liabilities — Subsidiaries of Guangzhou Railway Group — Associates Accruals and other payables — Guangzhou Railway Group — Subsidiaries of Guangzhou Railway Group (iii) — Associates (iv) 2019 RMB’000 2,329,206 549,092 1,780,112 2 2018 RMB’000 1,934,435 586,049 1,348,386 — 35,430 4 35,426 4,021 2,815 1,206 672,849 99,696 533,726 39,427 467,745 23,496 201,353 242,896 99 99 — 450,534 2,713 447,821 — 33,957 231 33,726 2,489 329 2,160 597,050 95,048 500,385 1,617 388,482 42,604 211,486 134,392 1,100 1,096 4 454,670 9,212 443,391 2,067 GUANGSHEN RAILWAY 2019 ANNUAL REPORT 39. RELATED PARTY TRANSACTIONS (continued) (e) As at 31 December 2019, the Group had the following material balances maintained with related parties: (continued) (i) Material balances with Guangzhou Railway Group and its subsidiaries: (continued) (i) (ii) The trade balances due from/to Guangzhou Railway Group, subsidiaries of Guangzhou Railway Group mainly represent service fees and charges payable and receivable balances arising from the provision of passenger transportation and cargo forwarding businesses jointly with these related parties within the PRC. The trade payables due to subsidiaries of Guangzhou Railway Group mainly represent payables arising from unsettled fees for purchase of materials and provision of other services according to various service agreements entered into between the Group and the related parties. (iii) The other payables due to subsidiaries of Guangzhou Railway Group mainly represent the performance deposits received for construction projects and deposits received from ticketing agencies. (iv) The other payables due to associates mainly represent the performance deposits received for construction projects operated by associates. As at 31 December 2019, all the balances maintained with related parties were unsecured, non-interest bearing and were repayable on demand. (ii) Material balances with CSRG Group: Due from CSRG Group — Trade receivables — Other receivables As at 31 December 2019 RMB’000 2018 RMB’000 1,148,352 48,418 1,015,057 1,149 Due to CSRG Group — Trade payables and payables for fixed assets and construction-in-progress — Other payables 69,335 3,466 32,688 35,851 As at 31 December 2019, all the balances maintained with CSRG Group were unsecured, non-interest bearing and were repayable on demand. 202 203 40. SUBSEQUENT EVENTS (a) At the meeting of the directors held on 30 March 2020, the directors proposed a final dividend of RMB0.06 per ordinary share for the year ended 31 December 2019 (Note 35). This proposed dividend was not reflected as a dividend payable in the Group’s and the Company’s financial statements as at 31 December 2019. (b) The Group obtained a bank facility amounting to RMB1,000,000,000 with the effective period of 2 years on 27 February 2020. (c) With the outbreak of Coronavirus Disease 2019 (“COVID-19 outbreak”) in early 2020, the Group expects the COVID-19 outbreak will have certain negative impact on financial position and operating results of the Group due to the following factors:(i) Significant drop in the passenger transportation volume in the first quarter 2020 which resulted in a decrease in passenger transportation revenue; the passenger transportation operation has just begun to resume; (ii) Increase in the cost of epidemic prevention; (iii) Potential a longer turnover period for recovering the Group’s trade receivables which may therefore be subject to a higher credit risk. The Group is currently evaluating the specific impact the COVID-19 outbreak will have on the Group’s financial position and operating results of the first quarter of 2020. The extent of such impact will depend on the development and duration of epidemic prevention as well as the implementation result of control measures. The Group will continue to pay close attention to the development of the COVID-19 outbreak and evaluate and cope with its impact on the financial position and operating results of the Group. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 41. BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY Balance sheet of the Company ASSETS Non-current assets Fixed assets — net Right-of-use assets Construction-in-progress Prepayments for fixed assets and construction-in-progress Leasehold land payments Goodwill Investments in subsidiaries Investments in associates Deferred tax assets Long-term prepaid expenses Financial assets at fair value through other comprehensive income Long-term receivable Current assets Assets classified as held for sale Materials and supplies Trade receivables Prepayments and other receivables Short-term deposits Cash and cash equivalents As at 31 December 2019 2018 23,491,187 2,757,705 2,378,974 11,901 — 281,255 82,531 121,855 302,888 39,723 349,327 26,103 24,094,830 — 1,828,372 22,479 1,633,252 281,255 82,531 121,855 208,933 45,457 319,528 28,354 29,843,449 28,666,846 2,183 266,664 4,493,385 470,436 — 1,562,324 2,183 291,400 3,858,705 434,996 100,000 1,734,970 6,794,992 6,422,254 Total assets 36,638,441 35,089,100 204 205 41. BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY (continued) EQUITY AND LIABILITIES Capital and reserves attributable to the Company’s equity holders Share capital Share premium Other reserves Retained earnings Total equity Liabilities Non-current liabilities Lease liabilities Deferred income related to government grants Current liabilities Trade payables Contract liabilities Payables for fixed assets and construction-in- progress Dividends payable Income tax payable Current portion of lease liabilities Accruals and other payables Total liabilities Note 2019 2018 As at 31 December (a) (a) (a) 7,083,537 11,564,462 3,266,425 7,375,835 7,083,537 11,564,462 3,188,161 7,089,433 29,290,259 28,925,593 1,117,936 97,467 1,215,403 1,512,265 458,740 1,802,588 15 249,977 58,490 2,050,704 — 99,765 99,765 1,426,092 203,429 2,441,627 20 246,453 — 1,746,121 6,132,779 6,063,742 7,348,182 6,163,507 Total equity and liabilities 36,638,441 35,089,100 The balance sheet of the Company was approved by the Board of Directors on 30 March 2020 and was signed on its behalf. Wu Yong Director Hu Lingling Director GUANGSHEN RAILWAY 2019 ANNUAL REPORT 41. BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY (continued) (a) Reserve movement of the Company: At 1 January 2018 Total comprehensive income Profit for the year Other comprehensive income Special reserve — Safety Production Fund Appropriation Utilisation Appropriations from retained earnings Transaction with owners: Dividend relating to 2017 At 31 December 2018 At 1 January 2019 Total comprehensive income Profit for the year Other comprehensive income Special reserve — Safety Production Fund Appropriation Utilisation Appropriations from retained earnings Transaction with owners: Dividends relating to 2018 At 31 December 2019 Share premium Other reserves Retained earnings 11,564,462 — — — — — — — — — 11,564,462 11,564,462 — — — — — — — — — 11,564,462 3,104,549 — — — — 242,456 (242,456) 83,612 — — 3,188,161 3,188,161 — — — — 264,871 (264,871) 78,264 — — 3,266,425 6,910,782 828,946 828,946 — — (242,456) 242,456 (83,612) (566,683) (566,683) 7,089,433 7,089,433 789,678 789,678 — — (264,871) 264,871 (78,264) (425,012) (425,012) 7,375,835 206 207 42. BENEFITS AND INTERESTS OF DIRECTORS (a) Directors’, supervisors’ and senior executives’ emoluments For the year ended 31 December 2019 Emoluments paid or receivable in respect of a person’s services as a director, whether of the Company or its subsidiary undertaking Fee RMB’000 Salary RMB’000 Discretionary bonuses RMB’000 Housing allowance RMB’000 Allowances and benefits in kind RMB’000 Employer’s contribution to a retirement benefit scheme RMB’000 Remunerations paid or receivable in respect of accepting office as director RMB’000 Total RMB’000 — — — — — — — — 112 148 112 — — — — — — — — — — — — — — 237 — — — — — 266 — — — — — — — 222 229 — — 380 272 269 67 271 — 73 — — — — — 72 — — — — — — — 54 52 — — 65 68 71 61 68 — 38 — — — — — 38 — — — — — — — 34 38 — — 38 38 38 10 38 — 25 — — — — — 23 — — — — — — — 21 27 — — 23 20 21 7 22 — 49 — — — — — 49 — — — — — — — 45 43 — — 47 43 45 37 47 — — — — — — — — — — — — — — — — — — — — — — — — — 422 — — — — — 448 112 148 112 — — — — 376 389 — — 553 441 444 182 446 Name Directors Wu, Yong Luo, Qing (i) Yu, Zhiming (i) Guo, Ji’an Guo,Jiming (iii) Zhang, Zhe (iii) Chen,Xiaomei (i) Guo, Xiangdong (iii) Chen, Song Jia, Jianmin Wang, Yunting Supervisors Liu, Mengshu Chen, Shaohong Shen, Jiancong (ii) Li, Zhiming (i) Song, Min Zhou, Shangde Meng, Yong (iv) Xiang, Lihua (v) Chief Executive Hu, Lingling Senior Executives Luo, Jiancheng Tang, Xiangdong Luo, Xinpeng (vi) Gong, Yuwen (i) (ii) (iii) (iv) (v) (vi) Resigned from the position in December 2019. Resigned from the position in June 2019. Appointed the position of director in December 2019. Appointed the position of supervisor in December 2019. Appointed the position of supervisor in June 2019. Appointed the position of senior executive in October 2019. GUANGSHEN RAILWAY 2019 ANNUAL REPORT 42. BENEFITS AND INTERESTS OF DIRECTORS (continued) (a) Directors’, supervisors’ and senior executives’ emoluments (continued) For the year ended 31 December 2018 Emoluments paid or receivable in respect of a person’s services as a director, whether of the Company or its subsidiary undertaking Fee RMB’000 Salary RMB’000 Discretionary bonuses RMB’000 Housing allowance RMB’000 Employer’s contribution to a retirement benefit scheme RMB’000 Remunerations paid or receivable in respect of accepting office as director RMB’000 Allowances and benefits in kind RMB’000 Total RMB’000 — — — — — — — 112 142 112 — — — — — — — — — — — — 238 — — — — — — — — — — — — 208 302 333 245 243 242 181 — 50 — — — — — — — — — — — — 28 4 51 51 51 50 44 — 34 — — — — — — — — — — — — 34 34 34 34 34 34 26 — 15 — — — — — — — — — — — — 11 16 12 9 11 13 9 — 42 — — — — — — — — — — — — 40 25 41 38 40 42 31 — — — — — — — — — — — — — — — — — — — — — — 379 — — — — — 112 142 112 — — — — 321 381 471 377 379 381 291 Name Directors Wu, Yong Luo, Qing Sun, Jing Yu, Zhiming Guo, Ji’an Chen, Xiaomei Chen, Jianping Chen, Song Jia, Jianmin Wang, Yunting Supervisors Liu, Mengshu Chen, Shaohong Shen, Jiancong Li, Zhiming Song, Min Zhou, Shangde Chief Executive Hu, Lingling Senior Executives Luo, Jiancheng Tang, Xiangdong Guo, Xiangdong Gong, Yuwen 208 209 42. BENEFITS AND INTERESTS OF DIRECTORS (continued) (a) Directors’, supervisors’ and senior executives’ emoluments (continued) During the year ended 31 December 2019, no director received any emolument from the Group as an inducement to join or leave the Group or compensation for loss of office; no directors and senior management waived or has agreed to waive any emoluments (2018: Nil). (b) Director’s retirement benefits The retirement benefits paid to Luo Qing during the year end of 2019 by a defined contribution pension plan (basic endowment insurance and enterprise annuity) in respect of his services as director of the Company and its subsidiaries are RMB49,000 (2018: RMB42,000) respectively. No other retirement benefits were paid to him in respect of his other services in connection with the management of the affairs of the Company or its subsidiary undertaking (2018: Nil). (c) Directors’ termination benefits During the year ended 31 December 2019, no payments to the directors of the Company as compensation for the early termination of the appointment (2018: Nil). (d) Consideration provided to third parties for making available directors’ services During the year ended 31 December 2019, the Company did not provide any consideration to third party for making available director’s services (2018: Nil). (e) Information about loans, quasi-loans and other dealings in favour of directors, controlled bodies corporate by and connected entities with such directors During the year ended 31 December 2019, no loans, quasi-loans or other dealings in favour of directors of the Company, controlled bodies corporate by and connected entities with such directors (2018: Nil). (f) Directors’ material interests in transactions, arrangements or contracts Except the transactions with Guangzhou Railway Group as disclosed in note 39, no significant transactions, arrangements and contracts in relation to the Group’s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year (2018: Nil). GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 12 Documents Available for Inspection DOCUMENTS AVAILABLE FOR INSPECTION 1. 2. 3. 4. Accounting statements signed and stamped by the legal representative, person in charge of accounting affairs and responsible person of the accounting firm; The original audit report stamped by PricewaterhouseCoopers Zhong Tian LLP and signed and stamped by the certified public accountants and the financial statements prepared in accordance with China accounting standards, and the original audit report stamped by PricewaterhouseCoopers and the financial statements prepared in accordance with IFRS; The originals of all documents and announcements of the Company disclosed in the China Securities Journal, Securities Times, Shanghai Securities News and Securities Daily during the reporting period; The annual report published on the website of SEHK and the annual report published on the website of NYSE (Form 20-F). The documents are placed with the Secretariat to the Board. Chairman of the Board: Wu Yong Date of Approval from the Board: 30 March 2020 GUANGSHEN RAILWAY 2019 ANNUAL REPORT Chapter 12 Documents Available for Inspection GUANGSHEN RAILWAY 2019 ANNUAL REPORT Address: No. 1052, Heping Road, Shenzhen Postcode: 518010 Tel: (86)-755-25587920 Fax: (86)-755-25591480 Website: www.gsrc.com