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
The Board hereby announces that the Company and PDA increased the registered capital of Finance Company from RMB500 million to RMB1,000 million, by contributing RMB200 million and RMB300 million, respectively, by way of cash to Finance Company in proportion to their respective equity interests in Finance Company. The capital increase was completed on 2
April 2015.
At time of the Registered Capital Increase and as at the date of this announcement, PDA, being the controlling shareholder of the Company, was and is beneficially interested in 60% of the registered capital of Finance Company. Accordingly, Finance Company was and is a connected person of the Company and the Registered Capital Increase constituted a connected transaction of the Company under Chapter 14A 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 Registered Capital Increase exceeded 0.1% but was less than 5%, the Registered Capital Increase was only subject to the reporting and announcement requirements but exempt from independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
Reference is made to the Company's overseas regulatory announcement dated 13 January 2015 and its announcement published on the Shanghai Stock Exchange dated 13 January 2015 regarding the Registered Capital Increase.
The Board hereby announces that the Company and PDA conducted the Registered Capital Increase to increase the registered capital of Finance Company from RMB500 million to RMB1,000 million. The capital increase was completed on 2 April 2015. The Company and
1 hk-157003
R14.58(1) Note 5 to R13.52
R13.51A
R14.60(1)
PDA contributed RMB200 million and RMB300 million, respectively, by way of cash to the registered capital of Finance Company in proportion to their respective equity interests in Finance Company.
A. REGISTERED CAPITAL INCREASE AGREEMENT Date14 August 2015
Parties
The Company
PDA
Pursuant to the Registered Capital Increase Agreement, the registered capital of Finance Company shall increase from RMB500 million to RMB1,000 million. The Company and PDA shall contribute RMB200 million and RMB300 million, respectively, by way of cash to Finance Company in proportion to their respective equity interests in it. Upon completion of the Registered Capital Increase, the Company and PDA shall maintain the same proportion of equity interests in Finance Company as before such increase.
Reasons and benefits for entering into the Registered Capital Increase Agreement
The Company and PDA entered into an investment agreement on 21 June 2011 to establish Finance Company. Immediately before the Registered Capital Increase, the registered capital of Finance Company was RMB500 million.
The Registered Capital Increase would be beneficial to the operation of Finance Company's business, improve its ability to provide financing support to the Company and its subsidiaries, lower the overall financing cost of the Company and increase the Company's return on capital. Furthermore, the Registered Capital Increase was undertaken by the shareholders of Finance Company pro-rata according to their percentage shareholding, and was therefore fair and reasonable to the Company and consistent with the interests of the Company and its shareholders.
The additional registered capital of Finance Company in the sum of RMB200 million was paid up by the Company from its internal resources.
The amounts of contribution and the terms of the Registered Capital Increase, as memorialized in the Registered Capital Increase Agreement, were agreed between the Company and PDA after negotiations at an arm's length basis and on normal commercial terms or better.
2 hk-157003
R14.58(3)
R14.58(8) R14.58(4)
R14.58(4)
& (5)
In view of the above, the Directors (including the independent non-executive Directors) consider that it is in the interest of the Company and its Shareholders to fund the additional registered capital requirement of Finance Company by conducting the Registered Capital Increase and entering into the Registered Capital Increase Agreement which are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole.
B. LISTING RULES IMPLICATIONS
At time of the Registered Capital Injection and as at the date of this announcement, PDA, being the controlling shareholder of the Company, was and is beneficially interested in 60% of the registered share capital of Finance Company. Accordingly, Finance Company is a connected person of the Company and the Registered Capital Increase constituted a connected transaction of the Company under Chapter 14A 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 Registered Capital Increase exceeded 0.1% but was less than 5%, the transaction was only subject to the reporting and announcement requirements but exempt from independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.
Each of Mr. Hui Kai, Mr. Xu Song, Ms. Su Chunhua, Mr. Xu Jian, Mr. Zhang Zuogang and Mr. Dong Yanhong, being a Director also holding a management position or directorship with PDA or its subsidiary (other than the Group), has abstained from voting on the board resolution approving the Registered Capital Increase. Save as disclosed above, none of the Directors attending the board meeting has a material interest in or is required to abstain from voting on the Registered Capital Increase.
Due to inadvertent oversight, the Company had not entered into the Registered Capital Increase Agreement before the Registered Capital Increase and has not disclosed the details of the Registered Capital Increase in accordance with Chapter 14A of the Listing Rules. Upon becoming aware of the oversight, the Company sought advice from its legal advisers for the preparation of the Registered Capital Increase Agreement and this announcement.
The Company is committed to taking remedial actions to tighten its internal control procedures with a view to ensuring a thorough understanding and full compliance with the relevant requirements of the Listing Rules and preventing recurrence of similar events in the future. In addition to entering into the Registered Capital Increase Agreement to memorialize the terms of the Registered Capital Increase, the Company is making plans to:
(i) strengthen the communication between the management and the professional advisers
(including but not limited to auditors and legal advisers) on an ongoing basis for
3 hk-157003
R14A.68(3)
R14A.68(2)
R14A.68(8)
consultation of compliance with the Listing Rules and other relevant laws and regulations in Hong Kong regarding connected transactions; and
(ii) in addition to ongoing training relating to corporate governance, Listing Rules compliance and updates of legal and regulatory requirements, require each of the Directors and senior management to attend enhanced training session on new connected transaction requirements under the Listing Rules to be provided by the Company's professional advisers or other external recognized institutions.
The principal activities of the Group are: (i) the provision of terminal and related logistics services for oil products and liquefied chemicals; (ii) the provision of terminal and related logistics services for containers; (iii) automobile terminal and related logistics and trade services; (iv) ore terminal and related logistics services; (v) general cargo terminal and related logistics and trading services; (vi) bulk grain terminal and related logistics and trading services; (vii) passenger and roll-on, roll-off terminal and related logistics services; and (viii) port value-added services and ancillary port operations.
PDA is principally engaged in port development, port related logistics business, financial services and property development. It is the controlling shareholder of the Company holding approximately 53.36% of the total issued share capital of the Company as at the date of this announcement.
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.
"Board" the board of Directors;
"Company" 大 連 港 股 份 有 限 公 司 (Dalian Port (PDA) Company Limited*), a joint stock limited company incorporated in the PRC;
"connected person" has the meaning ascribed to it under the Listing Rules; "controlling shareholder" has the meaning ascribed to it under the Listing Rules; "Director(s)" the director(s) of the Company;
"Finance Company" 大 連 港 集 團 財 務 有 限 公 司 (Dalian Port Group Finance
Company Limited), a non-bank finance company jointly established by PDA and the Company under the PRC laws;
R14.58(2)
4
hk-157003
"Group" the Company and its subsidiaries;
"Listing Rules" the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited;
"PDA" 大連港集團有限公司 (Dalian Port Corporation Limited), the controlling shareholder of the Company and a limited liability company established in the PRC and wholly-owned by Dalian Municipal Government;
"PRC" the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong Special Administrative Region of the PRC, Macao Special Administrative Region of the PRC and Taiwan;
"Registered Capital
Increase"
the proposed increase of registered capital of Finance
Company by the Company and PDA;
"Registered Capital Increase
Agreement"
the Registered Capital Increase Agreement dated 14 August
2015 entered into between the Company and PDA in relation to the Registered Capital Increase;
"RMB" Renminbi, the lawful currency of the PRC;
"Shareholders" the shareholders of the Company; and
"%" per cent.
By Order of the Board
GUI Yuchan LEE, Kin Yu ArthurJoint Company Secretaries
Dalian, Liaoning Province, the PRC
14 August 2015
As at the date of this announcement, the Directors are:
Executive Directors: HUI Kai, XU Song, and SUN Benye
Non-executive Directors: XU Jian, DONG Yanhong and YIN Shihui
Independent non-executive Directors: WAN Kam To, Peter, WANG Zhifeng and SUN Xiyun
*The Company is registered as Non-Hong Kong company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name "Dalian Port (PDA) Company Limited".
R2.14
5
hk-157003
|
distributed by
|
