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Exhibit 4.12
TERM SHEET OF LOAN AGREEMENTS
1. Fixed Assets Loan Agreement Dated September 28, 2006
Parties: Borrower: GUANGSHEN RAILWAY COMPANY LIMITED
(as Party A)
Lender: GUANGZHOU MIAOQIAN ZHIJIE SUB-BRANCH,
INDUSTRIAL AND COMMERCIAL BANK OF CHINA CO., LTD.
(as Party B)
(1) Type of Loan: Fixed assets loan
(2) Purpose of Loan: Extension of Guangshen Fourth Rail Line of
Guangzhou-Shenzhen Railway
(3) Amount of Loan: RMB1.2 billion (the "Loan")
(4) Tenor of Loan: 60 months
(5) Date of Execution: September 28, 2006
(6) Interest Rate: Determined on an annual-basis
For the first year, the interest rate for the Loan
shall be 5.832%.
For the second year and each year thereafter, the
interest rate for the Loan shall be 10% lower than
the applicable official interest rate then in
effect. Where within the tenor of the Loan the
People's Bank of China (the "PBOC") makes any
adjustment to the interest rate for loans and such
adjustment is applicable to the Loan, Party B
shall, subject to the 10% margin, calculate the
interest for the Loan on the basis of the interest
rate and method adjusted accordingly in accordance
with applicable regulations. Where within the
tenor of the Loan, the interest rate in the PRC
becomes marketized, the interest rate for the Loan
shall be agreed between Party A and Party B on the
basis of the benchmark rate then prevailing on the
market, unless otherwise required by the PBOC.
(7) Interest Payment: The interest for each portion of the Loan shall
accrue on a daily basis from the date on which
such portion is drawn down and shall be paid on a
quarterly basis and on the 20th day of the last
month of each quarter.
(8) Conditions to Drawdown: Party A has completed the agreed milestone
pursuant to the schedule.
(9) Drawdown Arrangements: Within the amount of the Loan set forth above, the
Loan is to be drawn down from time to time within
the two-year's drawdown period according to the
progress of the project.
(10) Source of the Funds Party A's net cash inflow, which shall be equal to
for Repayment: Party A's revenues less Party A's daily operating
expenses
(11) Form of Guarantee: Credit guarantee
(12) Dispute Resolution: Dispute arising under this agreement shall be
submitted to the jurisdiction of the court where
the claimant is domiciled.
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2. Fixed Assets Loan Agreement Dated September 2006
Parties: Borrower: GUANGSHEN RAILWAY COMPANY LIMITED
(as Party A)
Lender: SHENZHEN LUOHU SUB-BRANCH, INDUSTRIAL AND
COMMERCIAL BANK OF CHINA CO., LTD. (as Party B)
(1) Type of Loan: Fixed assets loan
(2) Purpose of Loan: Extension of Guangshen Fourth Rail Line of
Guangzhou-Shenzhen Railway
(3) Amount of Loan: RMB500 million (the "Loan")
(4) Tenor of Loan: 60 months, from September 2006 to September 2011
(5) Interest Payment: The interest for each portion of the Loan shall
accrue on a daily basis from the date on which
such portion is drawn down and shall be paid on a
quarterly basis and on the 20th day of the last
month of each quarter.
(6) Interest Rate: Determined on an annual-basis
At all times within the tenor of the Loan, the
interest rate for the Loan shall be 10% lower than
the applicable PBOC interest rate then in effect.
For the first year, the interest rate for the Loan
shall be 5.832%.
For the second year and each year thereafter, the
interest rate for the Loan shall be determined by
Party A and Party B on the basis of the applicable
PBOC benchmark rate then in effect and the margin
agreed between Party A and Party B.
(7) Conditions to Drawdown: Party A has completed the agreed milestone
pursuant to the schedule.
(8) Drawdown Arrangements: Within the amount of the Loan set forth above, the
Loan is to be drawn down from time to time within
the two-year's drawdown period according to the
progress of the project.
(9) Source of the Funds for Party A's net cash inflow, which shall be equal to
Repayment: Party A's revenues less Party A's operating
expenses
(10) Repayment Arrangements: (1) 10 million to be repaid in September 2009, (2)
10 million to be repaid in September 2010 and (3)
480 million to be repaid in September 2011.
(11) Form of Guarantee: Credit guarantee
(12) Dispute Resolution: Dispute arising under this agreement shall be
submitted to the jurisdiction of the court where
the claimant is domiciled.
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3. Renminbi Credit Facility Extension Agreement
Parties: Borrower: GUANGSHEN RAILWAY COMPANY LIMITED
(as Party A)
Lender: SHENZHEN BRANCH, CHINA CONSTRUCTION BANK
CO., LTD. (as Party B)
(1) Amount of Loan: RMB500 million (the "Loan")
(2) Purpose of Loan: Technical transformation and capacity expansion
project of the Guangzhou-Shenzhen Railway
(3) Tenor of Loan: Five years, from October 30, 2006 to October 29,
2011
(4) Date of Execution: October 30, 2006
(5) Interest Rate: The interest rate for the Loan shall be a floating
one, which means that the interest rate for the
Loan shall float in consistency to the benchmark
rate that comes into effect from time to time so
that it remains 10% lower than the benchmark rate
at all times during the tenor of the Loan.
Subject to the 10% margin, the interest rate for
the Loan shall be adjusted at each 12-month
anniversary of the date on which the interest
shall accrue.
(6) Interest Settlement: The interest for the Loan shall be settled on a
quarterly basis and on the 20th day of the last
month of each quarter (the "Interest Settlement
Date").
(7) Conditions to Release Party A has duly obtained all the approvals,
of the Loan: completed all the registration procedures and
other necessary procedures as required under
applicable regulations.
(8) Interest Payment: The interest falling due under this agreement
shall be paid on the relevant Interest Settlement
Date.
(9) Principal Repayment Principal is to be repaid in a lump-sum once and
Arrangements: for all at the maturity of the Loan.
(10) Dispute Resolution: Dispute arising under this agreement shall be
submitted to the jurisdiction of the court where
Party B is domiciled.
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