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.
Dalian Port (PDA) Company Limited*(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 2880) RESULTS OF THE EXTRAORDINARY GENERAL MEETING CHANG IN DIRECTORS AND BOARD COMMITTEES APPOINTMENT OF VICE CHAIRMAN AND APPOINTMENT OF SUPERVISORS VOTING RESULTS OF THE EGM
The Board is pleased to announce that all the resolutions proposed at the EGM held on 27
March 2015 were duly passed by the Shareholders by way of poll.
It is further announced that Mr. Sun Benye has been elected as an executive director of the Company, Mr. Yin Shihui has been elected as a non-executive director of the Company, and Mr. Sun Xiyun has been elected as an independent non-executive director of the Company, all with effect from conclusion of the EGM on 27 March 2015.
Immediately after appointment of Mr. Sun Xiyun as an independent non-executive director, Mr. Guo Yu ceased to act as an independent non-executive director of the Company, a member of the audit committee, a member and the chairman of the nomination and remuneration committee of the Board.
Due to the changes stated above, Mr. Wang Zhifeng and Mr. Yin Shihui were appointed to the audit committee of the Company on 27 March 2015. Upon such appointment, the audit committee consisted of two independent non-executive directors, namely Mr. Wan Kam To, Peter and Mr. Wang Zhifeng, and one non-executive director, namely Mr. Yin Shihui with Mr. Mr. Wan Kam To, Peter acting as the chairman, which has fully met the
requirements under Rule 3.21 of the Listing Rules.
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On the same day, Mr. Yin Shihui was appointed to the financial management committee, Mr. Sun Xiyun and Mr. Wang Zhifeng were appointed to the nomination and remuneration committee of the Company while Mr. Wan Kam To, Peter was re-designated from the nomination and remuneration committee to the financial management committee of the Company., all with effect conclusion of board meeting on from 27 March 2015.
Mr. Wang Zhifeng, an independent non-executive director was elected as the chairman of the nomination and remuneration committee of the Company on 27 March 2015.
The Board is pleased to announce that Mr. Xu Jian has been elected by the Board as the Vice Chairman of the fourth session of the Board effective as of the conclusion of board meeting on 27 March 2015 and ending on the date of expiry of the current session of the Board.
APPOINTMENT OF SUPERVISORS
It is further announced that Zhang Zuogang and Mr. Jia Wenjun have been elected as the supervisors of the fourth session of the supervisor committee of the Company.
Reference is made to the notice of the extraordinary general meeting (the "Notice of EGM")
of Dalian Port (PDA) Company Limited (the "Company") dated 10 February 2015.
The extraordinary general meeting (the "EGM") was held at 9:00 a.m. at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning province, the People's Republic of China (the "PRC") on Friday, 27 March 2015 and chaired by Mr. Hui Kai, Chairman of the board of directors (the "Board").
As at the date of the EGM, the Company's total number of shares in issue was 4,426,000,000, being the total number of shares entitling the shareholders of the Company (the "Shareholders") to attend and vote at the general meeting of the Company. The total
number of shares held by the Shareholders who attended the EGM was 2,629,113,668，
representing approximately 59.4%% of the total number of the shares entitling the
Shareholders to attend and vote at the EGM.
The results of the resolution passed by way of poll at the EGM were set out as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1 | To consider and approve the election of Directors of the Company by way of accumulative voting, and the remuneration thereof （if any）: | |||
1 | A. THAT the election of Mr. Sun Benye as an executive Director of the Company with effect from | 2,584,185,922 98.29% | 44,920,446 1.71% | 0 |
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the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and his annual remuneration as an executive Director shall be authorized by the shareholders of the Company to the Board to determine. | among which, A Shares: 2,434,848,700 H Shares: 149,337,222 | among which, A Shares: 0 H Shares: 44,920,446 | ||
B. THAT the election of Mr. Yin Shihui as a non-executive Director of the Company with effect from the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and no remuneration shall be paid to Mr. Yin Shihui for his acting as a non-executive Director of the Company. | 2,552,580,434 97.09% among which, A Shares: 2,434,446,000 H Shares: 118,134,434 | 76,123,234 2.90% among which, A Shares: 0 H Shares: 76,123,234 | 0 | |
C. THAT the election of Mr. Sun Xiyun as an independent non-executive Director of the Company with effect from the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and his annual remuneration shall be determined in accordance with the remuneration standards for independent directors approved by the shareholders. | 2,629,104,368 99.99% among which, A Shares: 2,434,848,700 H Shares: 194,255,668 | 2,000 0.001030% among which, A Shares: 0 H Shares: 2000 | 0 | |
2 | To consider and approve the election of Supervisorss of the Company by way of accumulative voting, and the remuneration thereof （if any）: | |||
2 | A. THAT the election of Mr. Zhang Zuogang as a Supervisor of the Company with effect from the date of the EGM and ending on the expiry dates of the current session of the supervisory committee; and no remuneration shall be paid to Mr. Zhang Zuogang for his acting as a Supervisor of the Company. | 2,629,104,368 99.99% among which, A Shares: 2,434,848,700 H Shares: 194,255,668 | 2,000 0.001030% among which, A Shares: 0 H Shares: 2000 | 0 |
2 | B. THAT the election of Mr. Jia Wenjun as a Supervisor of the Company with effect from the date of the EGM and ending on the expiry dates of the current session of the supervisory committee; and no remuneration shall be paid to Mr. Jia Wenjun for his acting as a Supervisor of the Company. | 2,597,901,480 98.81% among which, A Shares: 2,434,848,700 H Shares: 163,052,780 | 31,204,888 1.19% among which, A Shares: 0 H Shares: 31,204,888 | 0 |
SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAI N | |
3 | To consider and approve the amendments to the Articles of Association and its appendixes, i.e. the rules of procedure for shareholders' meetings and the rules of procedure for board meetings (details of | 2,629,111,668 99.99% among which, A Shares: | 2,000 0.000076% among which, A Shares: 0 | 0 |
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which are set out in the Notice of EGM dated 10 February 2015), and authorize the Board to apply for all necessary approval and make all necessary filings and registrations with the relevant authorities in relation to such amendments. | 2,434,856,000 H Shares: 194,255,668 | H Shares: 2000 |
Note: The percentages of votes for or against the proposed resolutions or abstain at the EGM are calculated based on the total number of shares held by the Shareholders who were entitled to attend and vote and have attended and voted in person or by proxy at the EGM.
As more than 50% of the total number of shares held by the Shareholders who attended and voted on the resolution at the EGM was cast in favour of the above ordinary resolutions, the above ordinary resolutions were duly passed.
As more than two third of the total number of Shares held by the Shareholders who attended and voted on the resolution at the EGM was cast in favour of the above special resolution, the above special resolution was duly passed.
Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the purpose of vote-taking at the EGM. Mr. liguang and Mr. Xia Peng, corporate representative of holders of A Shares of the Company, Ms. Bao Jingxin of Liaoning Huaxia Law Firm, the PRC legal advisor of the Company, and Mr. Jiao Yingguang, a supervisor of the Company, participated in the scrutiny of the poll results.
The Board is pleased to announce that Mr. Sun Benye has been elected as an executive director of the Company, Mr. Yin Shihui has been elected as a non-executive director of the Company, and Mr. Sun Xiyun has been elected as an independent non-executive director of the Company effective as of the conclusion of the EGM and ending on the date of expiry of the current session of the Board. Their detailed profiles are set out in the notice of EGM of the Company dated 10 February 2015.
Immediately after appointment of Mr. Sun Xiyun as an independent non-executive director, Mr. Guo Yu ceased to act as an independent non-executive director of the Company, a member of the audit committee, a member and the chairman of the nomination and remuneration committee of the Board.
The Board hereby expresses its sincere gratitude to Mr. Guo Yu for his service and contributions to the Company.
Due to the changes stated above, Mr. Wang Zhifeng and Mr. Yin Shihui were appointed to the audit committee of the Company on 27 March 2015. Upon such appointment, the audit committee consisted of two independent non-executive directors, namely Mr. Wan Kam To,
Peter and Mr. Wang Zhifeng, and one non-executive director, namely Mr. Yin Shihui with Mr.
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Mr. Wan Kam To, Peter acting as the chairman, which has fully met the requirements under Rule 3.21 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
On the same day, Mr. Yin Shihui was appointed to the financial management committee, Mr. Sun Xiyun and Mr. Wang Zhifeng were appointed to the nomination and remuneration committee while Mr. Wan Kam To, Peter was re-designated from the nomination and remuneration committee to the financial management committee of the Company, all with effect from conclusion of board meeting on 27 March 2015.
Mr. Wang Zhifeng, an independent non-executive director was elected as the chairman of the nomination and remuneration committee of the Company on 27 March 2015.
APPOINTMENT OF VICE CHAIRMANThe Board is pleased to announce that Mr. Xu Jian has been elected by the Board as the Vice
Chairman of the fourth session of the Board effective as of the conclusion of board meeting on
27 March 2015 and ending on the date of expiry of the current session of the Board.
APPOINTMENT OF SUPERVISORS
Mr. Zhang Zuogang and Mr. Jia Wenjun were elected by the Shareholders as the supervisors of the fourth session of the supervisor committee of the Company effective as of the conclusion of the EGM and ending on the date of expiry of the current session of the supervisor committee. Their detailed profiles are set out in the notice of EGM of the Company dated 10 February 2015.
By order of the Board
Joint Company Secretaries
Dalian City, Liaoning Province, the PRC
27 March 2015
As at the date of this announcement, the Directors of the Company 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".
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