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                                                                    EXHIBIT 11.1
                                                                TO ANNUAL REPORT
                                                                    ON FORM 20-F

                        GUANGSHEN RAILWAY COMPANY LIMITED

                     CODE OF ETHICS FOR THE SENIOR OFFICERS

            The purpose of this Code of Ethics (hereinafter referred to as the
"CODE") is to deter corporate wrongdoing and to promote high standards of
ethical conduct.

            The Code complements the Articles of Association, the General
Meeting System, the Working Ordinance for the Board of Directors, the Working
Ordinance for the Board of Supervisors, the Working Ordinance for the General
Manager, the Capital Management Measures, the Investment Management Measures and
other rules and regulations of Guangshen Railway Company Limited (hereinafter
referred to as the "COMPANY").

1.    APPLICABILITY

            The Code applies to such senior officers of the Company as the
General Manager, the Deputy General Manager, the Chief Accountant, the Chief
Engineer, the Company Secretary and other leaders of the Company (hereinafter
referred to as the "SENIOR OFFICERS").

2.    THE SENIOR OFFICERS SHALL CONDUCT THEMSELVES ETHICALLY AS FOLLOWS:

      2.1   HONEST AND ETHICAL CONDUCT

      The Senior Officers shall comply with and promote compliance with the
      standards of honest and ethical conduct and comply with the Company's
      regulations, including the Articles of Association, in all their business
      activities in their respective roles.

      2.2   ETHICALLY DEALING WITH CONFLICTS OF INTERESTS

      In case there is any conflict of interests between any Senior Officer and
      the Company or between the personal and professional relationships of any
      Senior Officer or any Senior Officer has any doubt about any act in the
      operation and management of the Company, such conflict or doubt shall be
      handled in an ethical way.

      2.3   TIMELY, ACCURATE AND CREDIBLE DISCLOSURE

      The Company shall establish a Disclosure Committee and appoint the Company

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      Secretary as the officer thereof. The Disclosure Committee shall,
      according to the requirements of the Disclosure Controls and Procedures of
      Guangshen Railway Company Limited, promptly and widely collect the
      information of the Company to facilitate the Board of Directors' decision
      towards timely, accurate and credible disclosure in the Company's
      documents to be filed with or submitted to the Securities and Exchange
      Committee, New York Stock Exchange and the Stock Exchange of Hong Kong.
      The Senior Officers shall take cautious and proper measures, including
      those measures set forth in the Disclosure Controls and Procedures of
      Guangshen Railway Company Limited, to facilitate and ensure that these
      documents contain timely, accurate and credible disclosure of the Company
      information.

      2.4.  CONFIDENTIALITY

      The Senior Officers shall maintain and shall cause any other person to
      maintain, the confidentiality of information entrusted to them by the
      Company or customers of the Company. Confidential information includes all
      non-public information that might be of use to competitors, or harmful to
      the Company or its customers, if disclosed. The obligation to safeguard
      confidential information continues after employment with the Company ends.
      However, the information disclosure required by laws, regulations or
      regulators shall not be subject to this provision.

      2.5.  PROTECTION AND PROPER USE OF COMPANY ASSETS

      The Senior Officers shall protect and shall cause any other person to
      protect the Company's assets and ensure their efficient use. Theft,
      carelessness and waste have a direct impact on the Company's
      profitability. All of the Company's assets shall be used for legitimate
      business purpose.

      2.6.  COMPLIANCE WITH LAWS AND REGULATIONS

      The Senior Officers shall comply in all their business activities in their
      respective roles, with all applicable laws and regulations of the People's
      Republic of China and other laws and regulations, as well as the relevant
      rules of the New York Stock Exchange and the Stock Exchange of Hong Kong
      on which the Company's shares are listed.

3.    The counsel of the Company shall be responsible for interpreting whether a
particular situation or conduct complies with the Code or not, while the Audit
Committee of the Company has the right of final interpretation.

4.    Determination as to whether a particular situation or conduct complies
with the Code or not:

      4.1.  Any suspected failures to adhere to, and suspected violations of the
      Code by or discovered by the Senior Officers, shall be reported to the
      counsel or the Chairman of

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      the Audit Committee of the Company.

      4.2.  The determination about a situation or conduct that obviously and
      evidently complies with or violates the Code may be made by the counsel of
      the Company.

      In case of any doubt of the determination made by the counsel, such matter
      shall be considered and finally determined by the Audit Committee of the
      Company. The matter shall be prepared for such consideration by other
      Senior Officers as instructed by the Audit Committee.

      4.3.  A situation or conduct that does not obviously and evidently comply
      with or violate the Code, or conflict with the Company's interests, shall
      be considered and be finally determined by the Audit Committee.

      The matter shall be prepared for such consideration by the counsel of the
Company.

5.    For any situation or conduct that is determined to fail to adhere to or
violate the Code, the Audit Committee shall impose an appropriate punishment
based on the nature and consequence of such situation or conduct.

      The said punishments may include: internal warning, public reprimand,
demotion and removal from position.

      An internal warning refers to a warning that is made within the Company.
Public reprimand, demotion and removal from position shall be released on the
Company's website.

      The punishment of demotion and removal from position should be reported by
the Audit Committee to the Board of Directors for consideration.

6.    The Audit Committee may authorize its Chairman to resolve a specific
matter, or a specific category of matters, pursuant to the Code.

7.    Any Senior Officer who is suspected to fail to comply with or to violate
the Code, or has any conflict of interests, should parry the consideration and
determination with respect thereto during the whole process thereof. Any person
who is appointed to be the officer of the Code, or who participates in the
determination of the matters in connection with the Code (including the
counsel), shall equally comply with this provision.

8.    The counsel of the Company shall keep records of all determinations or
judgments made by the counsel, Chairman of the Audit Committee and the Audit
Committee, as well as any and all of the failures to adhere to or violations of
the Code.

9.    The Audit Committee shall be responsible for the amendment to the Code.

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10.   The Code will be published on the Company's website. Any amendment to the
Code will be disclosed in a way similar thereto.

11.   The Code is approved and implemented by the Board of Directors of the
Company.

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