Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility fo r the contents of this announcement , make no representation as to its accuracy or completeness and expressl y disclai m any liability whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the content s of this
announcement.
Dalian Port(PDA) Company Limited*大連港股份有限公司
(a sino-fo reign join t stock limite d company incorpo rate d in the People 's Republic of China)
(StockCode:2880) RESULTS OF 2014 ANN UA L GENERAL MEETIN G RESULTS OF 2015 FIRST CLASS MEETING OF THE HOLDERS OF A SHA R ES RESULTS OF 2015 FIRST CLASS MEETING OF THE HOLDERS OF H SHA R ES AN D PAYMENT OF FINAL DIV ID END VOTING RESULTS OF 2014 ANNUAL GENERAL MEETING
The Board is pleased to announce that all the resolutions proposed at the 2014 A n n u a l
General Meeting hel d on 29 June 2015 were dul y passed by the Shareholders by way of poll.
The Board is pleased to announce that all the resolutions proposed at the 2015 A Shareholders' Class Meeting hel d on 29 June 2015 were dul y passe d by the holders of A Share s by way of poll.
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The Board is pleased to announce that al l the resolutions proposed at the 2015 H Shareholders' Class Meeting hel d on 29 June 2015 wer e duly passed by the holders of H Share s by way of poll.
PAYMENT OF FINAL DIVIDEND
The Board hereby notifie s the shareholders of th e details regarding the payment of the final dividend for the year 2014.
Reference is made to the circula r of Dalia n Por t(P DA) Company Limited(the"Company") dated 20 May 2015(the"Circular") and the Company's notices of 2014 a n n u a l generalmeeting ("2014 Annual General Meeting" or "AGM"), 2015 first class meeting of the holders of A Share s("2015 A Shareholders Class Meeting") and 2015 first class meeting of the holders of H Shares ("2015 H Shareholders Class Meeting"),al l dated 14
May 2015.Unless the context otherwise requires, capitalisedterms used herein shall have the same meanings as those defined in the Circular.
2014 Annual Genera l Meeting, 2015 A Shareholders' Class Meeting and 2015 H Shareholders' Class Meeting of the Company wer e held at Room 109, PDA Group Building, No.1 Gangwan Street, Zhongshan District, Dalia n Cit y, Liaoning province, the People's Republi c of China (the"PRC") on Monday, 29 June 2015 and chaired by Mr. Hui Kai , Chairma n of th e board of directors (the"Board").
Ther e were no Shareholders of th e Company entitled to attend and abstai n from voting in favor of any resolutions proposed to the Shareholders at the 2014 Annual General Meeting, the 2015 A Shareholders' Class Meeting or the 2015 H Shareholders' Class Meeting of the Company. The convenin g of the 2014 Annual General Meeting, the 2015 A Shareholders' Class Meeting and the 201 5 H Sha re ho l der s ' Cl a s s Me e t i n g of th e Co m pa ny wer e i ncom p l i an c e wi t h the requirement s of the Company Law of the PRC and the articles of association of the Company (the"Articles of Association ").
The 2014 Annual General Meeting of the Company was held on Monday, 29 June 2015. As at the date of the AGM, th e total numbe r of Share s in issue was 4,426,000,000, being the total number of Shares entitling the Shareholders to attend and vote for or against the proposed resolutions at the AGM. The total number of Share s hel d by the Shareholders who attended the AGM was 2,672,907,928 representing approximatel y 60.39% of the total number of the
Share s entitling the Shareholders to attend and vot e at th e AGM.
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The results of the resolutions passed by way of pol l at the AGM were set out as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1. | To consider and approve the report of the Board of the Company for the year 2014. | 2,668,571,728 99.84% among which, AShares: 2,354,854,648 H Shares: 313,717,080 | 14,100 0% among which, A Shares: 100 H Shares: 14,000 | 4,322,1000.16 % among which, A Shares: 100 H Shares: 4,322,000 |
2. | To consider an d approve the report of the supervisory committee of the Company for the year 2014. | 2,668,909,728 99.85% among which, A Shares: 2,354,854,648H Shares: 314,055,080 | 14,100 0% among which, A Shares: 100 H Shares: 14,000 | 3,984,100 0.15% among which, A Shares: 100 H Shares: 3,984,000 |
3. | To consider and approv e the annual report of the Company for the year 2014. | 2,667,171,728 99.79% among which, A Shares: 2,354,854,648 H Shares: 321,317,080 | 14,100 0% among which, A Shares: 100 H Shares: 14,000 | 5,722,100 0.21% among which, A Shares: 100 H Shares: 5,722,000 |
4. | To consider and approve the audited co nso lid ated financial s tatements and the auditor's report of the Company for the year ended 31 December 2014. | 2,667,171,728 99.79% among which, A Shares: 2,354,854,648 H Shares: 312,317,080 | 14,100 0% among which, A Shares: 100 H Shares: 14,000 | 5,722,1000.21 % among which, A Shares: 100 H Shares: 5,722,000 |
5. | To consider an d approve th e appointmen t of PricewaterhouseCoopers ZhongTian LLP as the auditor of the Company for the year 2015 and hold office until the conclusion of the next annual general meeting, and to authorize the Board to fix the auditor's remuneration. | 2,666,485,728 99.76% among which, A Shares: 2,354,854,648 H Shares: 311,631,080 | 14,100 0% among which, A Shares: 100 H Shares: 14,000 | 6,408,100 0.24% among which, A Shares: 100 H Shares: 6,408,000 |
6. | To consider and approve the final dividend distribution for the year 2014. | 2,666,461,728 99.76% among which, A Shares: 2,354,854,648 H Shares: 311,607,080 | 38,100 0% among which, A Shares: 100 H Shares: 38,000 | 6,408,100 0.24% among which, A Shares: 100 H Shares: 6,408,000 |
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SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1. To consider and approve the proposal to issue New H Shares and the following resolutions on the specific mandate for the proposed New H Shares Issue and listing of New H Shares on the Hong Kong Stock Exchange. | ||||
1.1 | Class of Shares to be issued; | 2,643,471,706 98.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,1221.11 % among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
1.2 | Time of issuance; | 2,643,471,7069 8.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,1221.11 % among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
1.3 | Method of issuance; | 2,643,471,7069 8.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,1221.11 % among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
1.4 | Target placees; | 2,643,471,706 98.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,1221.11 % among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
1.5 | Pricing mechanism; | 2,643,471,7069 8.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,122 1.11% among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
1.6 | Method of subscription; | 2,643,471,706 98.89% among which, A Shares: 2,354,854,648 H Shares: 288,617,058 | 29,436,122 1.11% among which, A Shares: 100 H Shares: 29,436,022 | 100 0% among which, A Shares: 100 H Shares: 0 |
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SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1.7 | Size of issuance; | 2,643,471,706 98.89% among which, AShares:2,354,8 54,648 HShares:288,61 7,058 | 29,436,122 1.11% among which, AShares: 100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares: 0 |
1.8 | Accumulated profits; | 2,643,471,706 98.89% among which, AShares:2,354,8 54,648 HShares:288,61 7,058 | 29,436,122 1.11% among which, AShares: 100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares: 0 |
1.9 | Use of proceeds; | 2,643,471,706 98.89% among which, AShares:2,354,8 54,648 HShares:288,61 7,058 | 29,436,122 1.11% among which, AShares:100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares: 0 |
1.10 | Validity period of the resolutions; | 2,643,471,706 98.89% among which, A Shares: 2,354,854,648H Shares:288, 617,058 | 29,436,122 1.11% among which, AShares: 100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares:0 |
1.11 | Authorization of the consequential amendments to the Articles of Association upon completio n of the Proposed New H Share Issue; | 2,643,471,706 98.89% among which, AShares:2,354, 854,648HShare s:288,617,058 | 29,436,122 1.11% among which, AShares: 100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares: 0 |
1.12 | , Other relevant authorization to the Board and the persons authorized by the Board to deal with all matters in relation to the proposed New H Share Issue. | 2,643,471, 706 98.89% among which, AShares:2,354, 854,648HShare s: 2 8 8 , 6 1 7 , 0 5 8 | 29,436,122 1.11% among which, AShares: 100 HShares:29,43 6,022 | 100 0% among which, AShares: 100 HShares: 0 |
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As more than 50% of the total number of Share s hel d by the Shareholders who attended and voted on the ordinary resolutions at the AGM were cast in favour of each of these resolutions, and more than two-thirds of the total number of Share s hel d by the Sh ar eh ol de r s wh o at t e nde d and voted on the special resolutions at th e AGM we r e ca s t i n favou r o f each of thes e resolutions,all the above resolutions wer e duly passed.
The A Shareholders' Class Meeting of the Company was held onMonday, 29 June2015. As at the date of the A Shareholders ' Class Meeting, the total number of A Shares in issue was
3,363,400,000, being the total number of shares entitling the A Shareholders to attend and vote for or against the proposed resolution at the A Shareholders' Class Meeting. The total number of Shares held by the A Shareholders who attended the A Shareholders' Class Meeting was 2,354,854,848representing approximately 70.01% of the total number of the A Shares entitling the A Shareholders to attend and vote at the A Shareholders' Class Meeting.
The resul t of the resolutions passed by way of poll at th e 2015 A Shareholders'Class Meeting was set out as follows:
SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1.00 To consider and approve the proposal to issue New H Shares and the following resolutions on the specific mandate for the proposed New H Shares Issue and listing of New H Shares on the Hong Kong Stock Exchange: | ||||
1.01 | Class of Shares to be issued; | 2,354,854,64899.9 9% | 1000% | 100 0% |
1.02 | Time of issuance; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.03 | Method of issuance; | 2,354,854,648 99.9% | 1000% | 100 0% |
1.04 | Target placees; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.05 | Pricing mechanism; | 2,354,854,648 99.99% | 100 0% | 1000% |
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,
SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN |
SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1.06 | Method of subscription; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.07 | Size of issuance; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.08 | Accumulated profits; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.09 | Use of proceeds; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.10 | Validity period of the resolution; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.11 | Authorization of amendments to the Articles of Association; | 2,354,854,648 99.99% | 100 0% | 100 0% |
1.12 | Other authorization in relation to this H Share Issue. | 2,354,854,648 99.99% | 100 0% | 100 0% |
As more than two-thirds of th e total numbe r of Shares hel d by the A Shareholders who attended and voted on the relevant resolutions at the A Shareholders'Class Meeting were cast in favour of each of these resolutions , the above resolutions wer e duly passed.
VOTING RESULTS OF 2015 FIRST CLAS S MEETING OF TH E HOLDERS OF H SHARES
The 2015 H Shareholders'Class Meeting of the Company was held on Monday, 29 June 2015. As at the dat e of the H Shareholders'Class Meeting, the total number of H Shares in issue was1,062,600,000,being the tota l number of shares entitling the H Shareholder s to attend and vote for or against the proposed resolution at the H Shareholders ' Class Meeting. The total number of Shares held by the H Shareholder s who attended the H Shareholders'ClassMeeting was 314,431,080, representing approximately 29.59% of the tota l number of th e H Shares entitling the H Shareholders to attend and vote at th e H Shareholders' Class Meeting.
The result of the resolutions passe d by way of pol l at th e 2015 H Shareholders'Class Meeting was set out as follows:
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1. To consider and approve the proposal to issue New H Shares and the following resolutions on the specific mandate for the proposed New H Shares Issue and listing of New H Shares on the Hong Kong Stock Exchange. | ||||
1.1 | Class of Shares to be issued; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.2 | Time of issuance; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.3 | Method of issuance; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.4 | Target placees; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.5 | Pricing mechanism; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.6 | Method of subscription; | 293,367,058 93.3% | 21,064,022 6.7% | 0 0% |
1.7 | Size of issuance; | 292,333,058 92.97% | 21,064,022 6.7% | 1,034,000 0.33% |
1.8 | Accumulated profits; | 292,333,058 92.97% | 21,064,022 6.7% | 1,034,000 0.33% |
1.9 | Use of proceeds; | 292,333,058 92.97% | 21,064,022 6.7% | 1,034,000 0.33 |
1.10 | Validity period of the resolutions; | 292,333,058 92.97% | 21,064,022 6.7% | 1,034,000 0.33% |
1.11 | A u t h o r i z a t i o n of th e co n s e q u e n t i a l am e n d m e n t s to t h e A r t i c l e s o f A s s o c i a t i o n u p o n c o m p l e t i o n of th e p r o p o s e d N e w H Sh a r e Is s u e ; | 292,333,058 92.97% | 21,064,022 6.7% | 1,034,000 0.33% |
1.12 | Other relevant authorization to the Board and the persons authorized by the Board to deal with all matters i n relation to the proposed New H Share Issue. | 292,767,058 93.11% | 21,064,022 6.7% | 600,000 0.19% |
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As more than two-thirds of the total number of Shares hel d by the H Shareholders who attended and voted on the relevant resolutions at the H Shareholders'Class Meeting wer e cast in favour of each of these resolutions , the above resolutions wer e duly passed.
Computershare Hong Kong Investor Services Limite d was appointed as the scrutinee r for the purpose of vote-taking at the AGM, the 2015 A Shareholders'Class Meeting and the 2015 H Shareholders'Class Meeting of the Company. Mr.Wang Shuanghua and Mr. Xia Peng, the corporat e representatives of holders of A Share s of the Company, Ms. Ba o Jingxin of Liaoning Huaxi a Law Firm , the PRC legal adviso r of th e Company, and Mr. Jiao Yingguang, a supervisor of the Company, participate d in the scrutiny of th e poll results.
The Board wishes to notify the Shareholders of the detail s relating to the payment of final dividend for the year 2014 (the"Final Dividend ").
The Company wil l pay a final dividend of RMB 4 cents per share(including PR C withholding tax)in cash. The Fina l Dividend shall be made on or before 21 August 2015 to the holders of H shares of the Company whosenames appeared on th e register of members for H share s of the Company on 17 July 2015. According to th e Articles of Association of the Company, dividends of the Company will be denominated and declared in Renminbi. Dividends to be pai d to the holders of A shares of the Company will be pai d in RMB while dividends to be pai d to the holders of H shares of the Company will be pai d in Hong Kong dollars. The relevant exchange rat e wil l be the average rate of Renminbi to Hong Kong dollar s as announce d by the People's Bank of China for the five business days immediatel y preceding 29
June 2015, being the date of announcing the distri bution of the Fina l Dividend at the AGM, which is RMB 0.788552 to HK$ 1.00. Accordingly, the amount of Final Dividend payable per H share is HK$0.050726.
Pursuant to the Enterprise Income Tax Law of the PRC ( 中 華 人 民 共 和 國 企 業 所 得 稅 法 ) and its implementing rules, the Company is required to withhold and pay enterprise income tax at a tax rate of 10% when distributing the Final Dividend for the year ended 31
December 2014 to its non-PRC resident corporate shareholders whose names appeared
on the H Share Register on 17 July 2015, including HKSCC Nominees Limited. As such, the Company willdistribute theFinal Dividend to such Shareholders after deducting the aforementioned enterprise income tax.
Pursuant to the Notice on Collection and Administration of Individual Income Tax Following the Repeal of Guo Shui Fa[1993] No.45( 關 於 國 稅 發 [1993] 45 號 文 件 廢 止 後 有 關個人所得稅征管問題的通知) issued by the State Administration of Taxation of the PRC,
the Company is not required to withhold and pay the individual income tax when distributing the Final Dividend for the year 2014 to foreign individual shareholders of the Company holding its H shares and whose names appear on the H Share Register on 17
July2015 as the Company has been recognized as a foreign-invested enterprise under the
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PRC laws.
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The Company has appointe d ICBC(Asia ) Truste e Company Ltd as th e receiving agent of the holders of H share s of the Compa ny in Hong Kong (the"ReceivingAgent") and will pay through such Rece iving Agent the Final Dividend declared to be pai d to the holders of H shares. The relevant cheques wil l be dispatched on or before 21 August 2015 to holders of H shares entitled to receive such dividend by ordinary post at their own risk.
The Company wil l ma ke separat e arrangements regarding the payment of the Fina l Dividend to the holders of A shares.
Dalia n Cit y, Liaoning Pr ovince, th e PRC
29 June 2015
By order of the Board
Joint Company Secretaries
As at th e date of thi s announcement , the Di rectors of the Company are:
Executiv e Di rectors:HUI Kai ,XU Song and SUN Benye
Non-executive Directors:XU Jian,DON G Yanhong and YIN Shihui
Independentnon-executive Di rectors:WAN Ka m To,Peter, WANG Zhifeng and SUN Xiyun
* Th e Compa ny is registered as Non-Hong Kon g compa ny unde r Par t XI of the pr eviou s Hong Kong
Companie s Ordinanc e (equ ivalent to Par t 16 of th e Hong Kon g Companie s Ordinanc e wit h effec t fro m 3 Marc h 2014 ) unde r th e English name "Dalia n Por t (P DA) Compa ny Limited ".
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