EX-4.6




 Exhibit 4.6 

Capital Increase Agreement 
 Party A: Guangshen
Railway Co., Ltd. 
 Domicile: No. 1052, Heping Road, Luohu District, Shenzhen 

Legal representative: Wu Yong 
 Party B: China Railway Express
Co., Ltd. 
 Domicile: No. 7, Zhonghe Road, Science City, Fengtai District, Beijing 

Legal representative: Zhou Hongyun 
 Party A and
Party B hereby, based on the principles of voluntariness, fairness and impartiality, enter into the following terms through friendly consultation in respect of matters concerning Party B’s capital increase by Party A in accordance with the
relevant laws and regulations of the People’s Republic of China: 
 Article I Overview of Capital Increase Plan 

In order to optimize Party B’s capital structure, improve operating efficiency and market competitiveness, and achieve high-quality
development, Party B shall carry out the capital increase according to the Notice of China State Railway Group Co., Ltd. on Capital Increase of China Railway Express Co., Ltd. (TJKH [2020] No. 89). 

Party B plans to increase its capital by RMB 21,187,339,531.23, including RMB 20,998,817,254.53 to be increased by China State Railway Group
Co., Ltd. (hereinafter referred to as “China State Railway Group”) by means of debt-to-equity swap, RMB 102,457,758.60 to be increased by Tibet Lingfeng
Industrial Group Co., Ltd. (hereinafter referred to as “Tibet Lingfeng”) and RMB 86,064,518.10 to be increased by Party A in cash according to their respective original shareholding ratios. 

After the capital increase, the registered capital of Party B will increase to RMB 24,079,695,290, where the shareholding ratio of China State
Railway Group will increase to 94.67%, the shareholding ratio of 18 wholly-owned railway bureau group companies of China State Railway Group will decrease to 4.44%, and the shareholding ratios of Tibet Lingfeng and Party A will remain unchanged at
0.48% and 0.41% respectively. 
 Article II Method and Amount of Capital Increase 

Party A will increase Party B’s capital by RMB 86,064,518.10 in cash. 

Article III Capital Increase Account 

Party A shall remit the total capital increase amount of RMB 86,064,518.10 to the account designated by Party B, and the specific bank account
information is as follows: 
 Company name: China Railway Express Co., Ltd. 

Bank of deposit: Beijing Qingnianhu Sub-branch of Industrial and Commercial Bank of China 

Account No.: 0200204309020008885 











 Article IV Share Conversion Ratio 

The total amount of this capital increase is RMB 21,187,339,531.23, which will be converted into Party B’s shares at a ratio of 1:1,
totaling 21,187,339,530 shares, and the remaining RMB 1.23 will be transferred to Party B’s capital reserve. The amount of capital increase by Party A will be converted into 86,064,518 shares, and the remaining RMB 0.10 will be transferred to
Party B’s capital reserve. 
 Article V Number and Proportion of Shares Held 

Before this capital increase, Party A holds 11,748,960 shares of Party B, with a shareholding ratio of 0.41%; after this capital increase,
Party A will hold 97,813,478 shares of Party B, with the shareholding ratio remaining unchanged at 0.41%. 
 Article VI Approval and
Recognition 
 The capital increase project has been approved by the respective authorities of Party A and Party B. Party B shall apply for
the change of industrial and commercial registration related to this capital increase. 
 Article VII Force Majeure 

If any unavoidable and insurmountable objective circumstances that are unforeseeable by the Parties at the time of signing of the Agreement
occur at any time before the end of the performance of the Agreement, including earthquake, flood, major infectious diseases, war and other force majeure events, the Parties may decide to suspend or terminate the performance of the Agreement through
consultation. 
 Article VIII Liability for Breach of Agreement 

Both Parties shall strictly abide by this Agreement once this Agreement is signed. If either Party breaches this Agreement, it shall bear the
losses caused thereby to the observant party. 
 Article IX Dispute Settlement 

Any disputes arising out of or in connection with the Agreement shall be settled by the Parties through friendly negotiation. If such
negotiation fails, a lawsuit shall be filed with the Railway Transportation Court of Guangzhou. 
 Article X Matters Not Covered 

This Agreement is the basic principle and content agreed by the Parties for this capital increase. For specific matters involved and matters
not covered herein, the Parties may enter into a supplementary agreement without violating the provisions of the Agreement. The supplementary agreement shall have the same legal effect as this Agreement. 

Article XI Effectiveness 
 This
Agreement shall come into effect after being stamped by both Parties and signed by the legal representatives or authorized representatives of both Parties. This Agreement is made in quadruplicate, with each Party holding two copies. 

  
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 This page has no text and is the signing page of the Capital Increase Agreement between Guangshen Railway
Co., Ltd. and China Railway Express Co., Ltd. 
  

			
	Party A: (seal)	  	Party B: (seal)
		
	 Legal representative (person in charge) or entrusted agent:

Chen Longwei
	  	 Legal representative (person in charge) or entrusted agent:

Zhou Hongyun

	(Signature)	  	(Signature)

 June 4, 2021 

  
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