Contract

EXHIBIT 4.8 COMPREHENSIVE SERVICES AGREEMENT BY AND BETWEEN GUANGZHOU RAILWAY GROUP GUANGSHEN RAILWAY ENTERPRISE DEVELOPMENT COMPANY AND GUANGSHEN RAILWAY COMPANY LIMITED DATED AS OF JANUARY 13, 2006 TABLE OF CONTENTSArticle 1 Scope of the Comprehensive ServicesArticle 2 Undertakings and WarrantiesArticle 3 Security ServicesArticle 4 Other ServicesArticle 5 Comprehensive Services FeesArticle 6 Liabilities for Breach of ContractArticle 7 Miscellaneous Provisions.This Agreement is entered into by and between:(1) GUANGZHOU RAILWAY GROUP GUANGSHEN RAILWAY ENTERPRISE DEVELOPMENT COMPANY (“Party A”) Legal address: No. 1048 Heping Road, Shenzhen and(2) GUANGSHEN RAILWAY COMPANY LIMITED (“Party B”) Legal address: No. 1052 Heping Road, Shenzhenon January 13, 2006 at Shenzhen. Whereas: In order to insure Part B’s transportation and operation,therefore, in accordance with the Contract Law of the People’s Republic of China(the “PRC”) and other relevant PRC laws and regulations, Party A and Party B,after consultations and by adhering to the principle of equality and free will,hereby reach the following agreement regarding Party A’s provision of theComprehensive Services to Party B: ARTICLE 1 SCOPE OF THE COMPREHENSIVE SERVICES1.1 The services to be provided to Party B by Party A hereunder shall includesecurity services, property management, buildings maintenance and repair, andany other services that are consistent with the purposes of this Agreement(hereinafter referred to as the “Comprehensive Services”). The propertymanagement services shall include the management of the employeedormitories (for bachelor or family numbers) and apartments.1.2 For purposes of this Agreement, unless otherwise expressly provided herein,references to “Party A” shall include Party A itself, and any company, entityand department that are owned, controlled, managed or used by Party A during theterm of this Agreement, including any institutions, equipment, facilities,premises, buildings and employees that are owned, controlled, managed or used bysuch company, entity or department. ARTICLE 2 UNDERTAKINGS AND WARRANTIES2.1 Party A agrees to provide the Comprehensive Services to Party B pursuant tothis Agreement and hereby undertakes and warrants to Party B as follows:2.1.1 Party A shall, and shall cause the companies, entities and departmentsthat are owned, controlled, managed or used by it to, provide the ComprehensiveServices to Party B pursuant to the provisions contained herein.2.1.2 Unless otherwise provided herein, Party A shall have complete andunrestricted ownership, control, management rights and use rights to any entitysubordinate to it; and that its rights, control, management and use, or thesize, scope, quality or quantity of any of such entity shall not be reducedduring the term hereof.2.1.3 The quality, quantity and contents of any Comprehensive Services to beprovided hereunder shall not be inferior to the standard of the same type ofservices provided by Party A within its own organization prior to the datehereof, or provided to any third party by Party A after the effectivenesshereof.2.1.4 In the provision of the Comprehensive Services hereunder, Party A may notdiscriminate against Party B or deliberately make things difficult for Party Bto do or otherwise unfairly treat Party B, and shall provide the ComprehensiveServices to Party B as a top priority and at the most competitive quality andprice if practicable.2.1.5 All fees received from Party B as specified herein for the ComprehensiveServices provided hereunder shall not be used for any purpose other than thebenefit of the entities that have actually provided the Comprehensive Serviceshereunder.2.2 Party B agrees to receive the Comprehensive Services from Party A pursuantto this Agreement and hereby undertakes and warrants to Party A as follows:2.2.1 Party B shall pay Party A the agreed fees for the Comprehensive Servicesprovided by Party A hereunder.2.2.2 Subject to any contrary provisions herein, any and all of the service feespayable by Party B shall be prepaid each month and settled per quarter. The feesfor each year shall be prepaid by Party B in 12 installments with oneinstallment of an agreed amount for each month. After the effectiveness of thisAgreement, the installment of the service fees for each month shall be paid toan account designated by Party A within the first five days (which shall be 1extended accordingly if any holiday falls within such five days) of such month.Where any portion of any installment becomes overdue, delay payment interestshall accrue thereon at a rate of 0.03% for each day of delay.2.2.3 In case Party B provides any services to Party A and shall receive anyfees from Party A therefor, the above undertakings and warranties of one partyto the other in respect of payment shall be equally applicable to both parties. ARTICLE 3 SECURITY SERVICES3.1 Party A agrees to provide Party B with security services through thoserailway public security departments subordinate to Party A, including but notlimited to the duty of guarding, railway stations and trains during Party B’sdaily operation and spring-festival operation, maintaining the public order andsecurity when passengers buy tickets, board or get off trains, enter or leaverailway stations and when owners of goods receive, consign or transport thegoods, following up and investigating and handling such offenses as strikingtrains with stones, placing obstacles on tracks and stealing railway materials,assisting Party B in handling such disasters and accidents as rail line bodilyinjury or death and traffic accidents caused by motor vehicles, supervisingrailway fire-fighting work and preventing fire and explosion.3.2 Party A shall ensure that those railway public security departmentssubordinate to it shall diligently perform the services set forth in 3.1 abovefor Party B to protect Party B’s legal interests. ARTICLE 4 OTHER SERVICES4.1 Party B hereby retains Party A to provide property management and relatedservices to Party B’s employee dormitories (for bachelor or family numbers) andother housing including but not limited to housing repair, maintenance andmanagement, and related daily water and electrical power supply, greening,cleaning, fire-prevention, theft-prevention, road maintenance and publiclighting.4.2 The housing property management and related services provided by Party A toParty B’s employees shall be at least of the same level (same management fees,same service standards and opportunities) as the same services provided by PartyB to employees of Guangzhou Railway (Group) Company and other group companies.4.3 Party B may, based on its actual needs, retain Party A to provide it withbuilding repair and maintenance services. Such repair and maintenance servicesmust comply with the regulatory standards set by the State or the relevantindustry and Party B’s own technical and quality requirements.4.4 Subject to mutual agreement between Party A and Party B after consultations,Party A and Party B may execute separate lease contracts regarding Party A’slease of property such as office buildings and residential buildings to Party B;provided that the rate of rental for such lease shall be no higher than theprevailing market price or the rate of rental offered to any third party byParty A. ARTICLE 5 COMPREHENSIVE SERVICES FEES5.1 For the services stated in Article 3 and Article 4, the settlement of twoparties are based on cost and expenses of the service provided Party A to PartyB and a profit of 8%. During the period from year 2006 to year 2008, it isestimated that the base of settlement shall increase 2% per year on the base ofRMB68.00 million of year 2005.Under any instances, it is estimated that theComprehensive Service fees of year 2006,2007 and 2008 shall not exceed RMB74.91million, RMB76.41 million and RMB77.94 million, separately. The final settlementwas determined by the actual fees occurred.5.2 In the event that the scope of the Comprehensive Service fees changed, thetwo parties agree to negotiate about the standard of service fees according tothe principles aforesaid.5.3 “Expense”, “complete cost” or “cost” referenced in this Agreement are costcontaining taxes. In detail, ii is the “expense” or “cost” recorded in theaudited financial statement plus the tax fees calculated upon the service feesreceived by main body that offers services. The taxes include Business Tax of5%, City Construction Tax of 1% and Education Additional Tax of 3%.5.4 Where a notice is made thirty days in advance, the service receiver,together with the service provider, can appoint an accountant office to auditthose costs or expenses. The audited result is priority. ARTICLE 6 LIABILITIES FOR BREACH OF CONTRACT6.1 Both parties shall perform their respective obligations hereundervoluntarily and in good faith. Should this Agreement be rendered unable to beperformed either in whole or in part due to any breach of either party, thebreaching party shall assume the liabilities for such breach. Should bothparties breach this Agreement, each of the parties shall assume its respectiveliabilities in proportion to its own fault; provided that, the assumption of theliabilities for breach of contract shall not prejudice the right of thenon-breaching party to request the breaching party to continue to perform itsobligations.6.2 In the event that any of Party A’s wholly-owned or controlled subsidiariesor controlled entities who performs any of Party A’s obligations hereunderpursuant to this Agreement or any supplementary agreement hereto commits abreach, such subsidiary or entity shall assume its respective liabilities forsuch breach and Party A shall assume joint 2liabilities therefor.6.3 For any fees payable by Party B to Party A or any of its wholly-owned orcontrolled subsidiaries or other controlled entities hereunder, invoices orreceipts shall be issued to Party B in accordance with PRC tax laws or otherrelevant laws or regulations. Party A or any of its wholly-owned or controlledsubsidiaries or other controlled entities shall fully indemnify Party B againstany loss arising from any penalty imposed upon or any claim brought againstParty B due to the violation by any of Party A or its wholly-owned or controlledsubsidiaries or controlled entities of any relevant stipulations. ARTICLE 7 MISCELLANEOUS PROVISIONS7.1 This Agreement shall come into effect upon:7.1.1 execution and affixture with the company seals by the legal or authorizedrepresentatives of both parties;7.1.2 Party B’s carrying out of the resolution procedures for affiliatedtransactions, receipt of the approval to this Agreement from its independentshareholders or the exemption from Stock Exchange of Hong Kong Limited to theaffiliated transactions involved herein in accordance with Party B’s Articles ofAssociation and the Listing Rules of the Stock Exchange of Hong Kong limited;7.2 This Agreement, upon becoming effective, shall supercede any and all of theagreements or arrangements by and between Party A and Party B in respect of theComprehensive Services hereunder prior to the effective date hereof.7.3 Headings used herein are inserted only for purpose of convenience and shallnot impair the meaning of this Agreement or any provision herein.7.4 Neither Party A nor Party B may assign any of its interests hereunder to anythird party at its own discretion without prior written consent from the otherparty. This Agreement shall be binding upon the permitted assignees of bothParty A and Party B and the successors of the rights and obligations of each ofParty A and Party B resulted from the division, consolidation or any other kindof legal person change of each of Party A and Party B. For purposes of thisArticle, the companies and entities controlled, managed or otherwise under theregulation by either Party A or Party B shall not be considered a “third party”.7.5 In case either party breaches any of its obligations hereunder and causesany economic loss to the other party, the other party shall have the right torequest the breaching party to provide a remedy within a specified time limit,continue to perform this Agreement or make compensation for various losses, andmay rescind any relevant portion of this Agreement or this Agreement in wholewhen necessary.7.6 The execution, effect, interpretation, performance of, and resolution of anydispute arising from, this Agreement shall be governed and protected by the lawsof the People’s Republic of China.7.7 Where the implementation of this Agreement are materially affected by theenactment of any new law, regulation or order, or any amendment made to anyexisting law, regulation or order, or any new interpretation of any existinglaw, regulation or order, or any adjustment to state policies, operation,management and transportation product distribution of the Ministry of Railwayand carrying trade, Party A and Party B shall immediately conduct negotiationson any necessary amendment to this Agreement to ensure that each party willreceive the originally intended benefits hereunder. Where either party’sinterests are still subject to substantial damage even after such amendment tothis Agreement, this Agreement may be terminated by agreement between Party Aand Party B after consultations.7.8 This Agreement shall be a framework agreement between Party A and Party B inrespect of the matters regarding the Comprehensive Services. Party A and Party Bmay execute supplementary agreements for the criterions, contents, fees andstandards of each service separately. Such supplementary agreements shallconstitute an integral part of this Agreement and shall have the equal legaleffect as this Agreement. In case of any discrepancy between any of suchsupplementary agreements and this Agreement, this Agreement shall prevail,unless otherwise provided in such supplementary agreement.7.9 This Agreement shall be valid from the effective date to December 31, 2008.7.10 For purposes of this Agreement, “day” shall refer to a business day otherthan weekends and public holidays in the PRC.7.11 This Agreement shall be executed in eight copies with each of Party A andParty B to hold three and two copy to be submitted to Guangzhou Railway (Group)Company. Each of the copies shall have equal legal effect.PARTY A: (company seal)Legal or authorized representative: ____________________PARTY B: (company seal)Legal or authorized representative: ——————– 3