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 notice, 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 notice.
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)NOTICE IS HEREBY GIVEN that the extraordinary general meeting ('EGM') of 大連港 股份有限公司 Dalian Port (PDA) Company Limited* (the 'Company') will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on Tuesday 29 December 2015 for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the announcement of the Company dated 26 October 2015.
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 transactions contemplated in the following resolutions will be dispatched to the Shareholders on or before 10 December 2015 in accordance with the Listing Rules.
ORDINARY RESOLUTIONSthe Registered Capital Increase Agreement II and the Second Registered Capital Increase contemplated thereunder be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the Construction Management and Supervision Agreement and the transactions contemplated thereunder,and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the Supply of Goods and Services Agreement and the transactions contemplated thereunder, and the related proposed annual caps: (including the annual caps for each of the three years ending 31 December 2018 for transactions that will only constitute connected transactions under Chapter 14A of the Listing Rules ('the Listing Rules Annual Caps')) be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the Purchase of Goods and Services Agreement and the transactions contemplated thereunder, and the related proposed annual caps (including the relevant Listing Rules Annual Caps) be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the provision of Properties and Equipment Lease (Leasing From) under the Properties and Equipment Lease Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the provision of Properties and Equipment Lease (Leasing To) under the Properties and Equipment Lease Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the Terminal Facilities Design and Construction Services Agreement and the transactions contemplated thereunder, and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the provision of Deposit Services under the Financial Services Agreement and the related proposed annual caps (including the relevant Listing Rules Annual Caps) be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
the provision of Loan Services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedientor desirable in connection with or to give effect to the agreement;
the provision of Factoring Services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement; and
the provision of Settlement Services and other financial services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement.
By Order of the Board
GUI Yuchan LEE Kin Yu, ArthurJoint Company Secretaries
13 November 2015
Notes:
Pursuant to Rule 13.39(4) of the Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the Shareholders at the EGM shall be taken by poll.
Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy need not be a Shareholder. Shareholders shall have one vote for each Share that they hold.
In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share registers of members of the Company shall be closed from Sunday, 29 November 2015 to Tuesday, 29 December 2015 (both days inclusive), during which no transfer of H Shares will be registered. Holders of H Share whose names appear on the registers of members on 30 November 2015 are entitled to attend the EGM. In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shop 1712-1716, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 27 November 2015.
The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.
The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board, at the address as stated in Note 7 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 above for holders of the H Shares, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting should such Shareholders so wish.
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