LIAONING PORT CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
大連港股份有限公司
Dalian Port (PDA) Company Limited*(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 2880)- CONNECTED TRANSACTION - INCREASE IN REGISTERED CAPITAL OF FINANCE COMPANY
- RENEWAL OF EXISTING CONTINUING CONNECTED TRANSACTIONS
- NEW CONTINUING CONNECTED TRANSACTIONS
Reference is made to the 2015 Announcements of the Company regarding the First Registered Capital Increase.
On 26 October 2015, the Company and PDA entered into the Registered Capital Increase Agreement II pursuant to which the Company and PDA agreed to further increase the registered capital of Finance Company from RMB1,000 million to RMB2,000 million by contributing RMB400 million and RMB600 million, respectively, by way of cash to Finance Company in proportion to their respective equity interests in Finance Company.
As at the date of this announcement, PDA, being the controlling shareholder of the Company, is beneficially interested in 60% of the registered capital of Finance Company. Accordingly, Finance Company is a connected person of the Company and the Second Registered Capital Increase constituted a connected transaction of the Company under Chapter 14A of the Listing Rules.
As the First Registered Capital Increase and the Second Registered Capital Increase are conducted by the Company with the same party within a 12-month period and are similar in nature, the First Registered Capital Increase and the Second Registered Capital Increase are aggregated for the purpose of classification of connected transactions in accordance with Rule 14A.81 of the Listing Rules.
Since one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the First Registered Capital Increase and the Second Registered Capital Increase, in aggregate, exceeded 5%, the Registered Capital Increase Agreement II
and the Second Registered Capital Increase contemplated thereunder are subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
Reference is made to the 2012 Announcement and Circular, the 2013 Announcement and the 2014 Announcement and Circular in relation to certain continuing connected transactions between the Company and/or its subsidiaries and PDA and/or its associates, i.e., the Construction Management and Supervision Services, Supply of Goods and Services, Purchase of Goods and Services, Properties and Equipment Lease (Leasing From), Terminal Facilities Design and Construction Services and Financial Services (including Deposit Services, Loan Services and Settlement Services and other financial services).
Each of the agreements governing the above continuing connected transactions will expire on 31 December 2015. The Company and its subsidiaries, as well as Superintendence Company have agreed with PDA, respectively, to renew the existing connected transactions for a term of three years commencing from 1 January 2016 and ending on 31 December 2018 subject to compliance with applicable Listing Rule requirements.
Under the Listing Rules, the provision of Loan Services under the Financial Services Agreement to be provided by PDA and/or its associates to the Group would amount to financial assistance by a connected person for the benefit of the Group, which are on normal commercial terms or better than those offered from independent third parties for comparable services in the PRC and which is exempt under Rule 14A.90 of the Listing Rules from all reporting, annual review, announcement and independent shareholders' approval requirements since no security over the assets of the Group will be granted in respect of the loan.
As one or more of the applicable percentage ratios for each of the transactions under the sections headed 'B.3. Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement Requirements but Exempt from Independent Shareholders' Approval Requirement' is, on an annual basis, more than 0.1% but less than 5%, the transactions contemplated under the Construction Management and Supervision Services Agreement, the provision of Properties and Equipment Lease (Leasing From) under the Properties and Equipment Lease Agreement, Terminal Facilities Design and Construction Services Agreement and the provision of Settlement Services and other financial services under the Financial Services Agreement are subject to the reporting, annual review and announcement requirements, but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios for each of the transactions under the sections headed 'B.4. Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement and Independent Shareholders' Approval Requirements' and 'C.1. Continuing Connected Transactions Subject to the Reporting, Annual Review and Announcement and Independent Shareholders' Approval Requirements' is, on an annual basis, more than 5% and the proposed annual caps for such transactions are more than HK$10,000,000, the transactions contemplated under the Supply of Goods and Services Agreement, the Purchase of Goods and Services Agreement and the provision of Factoring
Services under the Financial Services Agreement are subject to the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
As one or more of the applicable percentage ratios for the provision of Deposit Services under the Financial Services Agreement is, on an annual basis, more than 25% but less than 75%, the provision of Deposit Services under the Financial Services Agreement constitutes a major transaction of the Company, and is also subject to the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
For the purpose of obtaining the independent shareholders' approval on the transactions contemplated under the Supply of Goods and Services Agreement, the Purchase of Goods and Services Agreement and the provision of Deposit Services and Factoring Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions for each of the three years ending 31 December 2016, 2017 and 2018, the Company will convene an EGM pursuant to the Listing Rules.
The Independent Board Committee will be formed to advise the Independent Shareholders in respect of the Registered Capital Increase Agreement II, the Supply of Goods and Services Agreement, the Purchase of Goods and Services agreement and the transactions contemplated thereunder, the provision of Deposit Services and Factoring Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions. An independent financial adviser will also be appointed to advise the Independent Board Committee to the Independent Shareholders on the same. PDA and its associates will abstain from voting on the ordinary resolutions approving the Registered Capital Increase Agreement II, the Supply of Goods and Services Agreement, the Purchase of Goods and Services agreement and the transactions contemplated thereunder, the provision of Deposit Services and Factoring Services under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions at the general meeting to be held by the Company.
A circular containing, among other things, a letter of advice from the independent financial adviser to both the Independent Board Committee and the Independent Shareholders and a letter of recommendation from the Independent Board Committee to the Independent Shareholders and the details of the general meeting to be held to approve the Registered Capital Increase Agreement II, the Supply of Goods and Services Agreement, the Purchase of Goods and Services agreement and the transactions contemplated thereunder, the provision of Deposit Services and Factoring Service under the Financial Services Agreement as well as the proposed annual caps for the aforementioned transactions, will be dispatched to the Shareholders on or before 9 November 2015 in accordance with the Listing Rules.
Although the transactions contemplated under the Construction Management and Supervision Services Agreement, the Properties and Equipment Lease (Leasing From) under the Properties and Equipment Lease Agreement, the Terminal Facilities Design and Construction Services Agreement, and the provision of Loan Services, Settlement Services and other financial services under the Financial Services Agreement are exempt from independent
shareholders' approval requirements under Chapter 14A of the Listing Rules, the Company will seek independent shareholders' approval for the aforementioned agreements and the transactions thereunder pursuant to the requirements under the Shanghai Listing Rules.
In addition, pursuant to the Properties and Equipment Lease Agreement, the Group shall lease properties and equipment to parties which are connected persons as defined under the Shanghai Listing Rules, but not under Chapter 14A of the Listing Rules. As such, the provision of Properties and Equipment Lease (Leasing To) constitutes as a connected transaction under the Shanghai Listing Rules, but not a connected transaction under Chapter 14A of the Listing Rules. The Company will seek independent shareholders' approval for the provision of Properties and Equipment Lease (Leasing To) under the Properties and Equipment Lease Agreement pursuant to the requirements under the Shanghai Listing Rules.
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CONNECTED TRANSACTION - INCREASE IN REGISTERED CAPITAL OF FINANCE COMPANY
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Introduction
Reference is made to the 2015 Announcements of the Company regarding the First Registered Capital Increase.
The Board hereby announces that on 26 October 2015, the Company and PDA entered into the Registered Capital Increase Agreement II pursuant to which the Company and PDA agreed to further increase the registered capital of Finance Company from RMB1,000 million to RMB2,000 million by contributing RMB400 million and RMB600 million, respectively, by way of cash to Finance Company in proportion to their respective equity interests in Finance Company.
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Registered Capital Increase Agreement II
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Date
26 October 2015
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Parties
The Company; and
PDA
- Major Terms of the Registered Capital Increase Agreement II
Pursuant to the Registered Capital Increase Agreement II, the registered capital of Finance Company shall increase from RMB1,000 million to RMB2,000 million. The Company and PDA shall contribute RMB400 million and RMB600 million, respectively, by way of cash to Finance Company in proportion to their respective equity interests in it.
The amounts of contribution and the terms of the Second Registered Capital Increase under the Registered Capital Increase Agreement II were agreed between the Company and PDA
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