LIAONING PORT CO., LTD. If there is any discrepancy between the English text and the Chinese text in respect of this appendix, the Chinese text shall prevail.
大連港股份有限公司Dalian Port (PDA) Company Limited ARTICLES OF ASSOCIATION
CONTENTSCHAPTERI GENERAL PROVISIONS 3
CHAPTER II OBJECTIVES AND SCOPE OF BUSINESS 5
CHAPTER III SHARES AND REGISTERED CAPITAL 6
CHAPTER IV CAPITAL REDUCTION AND REPURCHASE OF SHARES 11
CHAPTER V FINANCIAL ASSISTANCE FOR ACQUISITION OF COMPANYSHARES 14
CHAPTER VI SHARE CERTIFICATES AND REGISTER OF MEMBERS 15
CHAPTER VII SHAREHOLDERS' RIGHTS AND OBLIGATIONS 19
CHAPTERVIII GENERA
LMEETING 23
CHAPTER IX SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS
.................. ........... ................ ........... .......... .. ................ ...... .... ... ........... .................................. 40
CHAPTERX BOARD OF DIRECTORS 42
CHAPTER XI SECRETARY TO THE BOARD OF THE COMPANY 52
CHAPTER XII GENERAL MANAGER AND DEPUTY GENERAL MANAGER
OF THE COMPANY 53
CHAPTERXIII SUPERVISORY COMMITTEE 55
CHAPTER XIV QUALIFICATIONS AND DUTIES OF DIRECTORS, SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR MANAGEMENT OF THE COMPANY 59
CHAPTER XV FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION
..................... . ....... ........... ....... ........... ............ .......... .................. ....................... ...................... 66
CHAPTER XVI APPOINTMENT OF ACCOUNTANT FIRM 69
CHAPTERXVII INSURANCE 72
CHAPTERXVIII LABOUR MANAGEMENT SYSTEM 72
CHAPTERXIX TRADE UNION 73
CHAPTER XX MERGER AND DIVISION OF THE COMPANY 73
CHAPTER XXI DISSOLUTION AND LIQUIDATION OF THE COMPANY 74
CHAPTER XXII PROCEDURES FOR AMENDMENTS TO THE ARTICLES
OF ASSOCIATION 76
CHAPTERXXIII SETTLEMENT OF DISPUTES 77
CHAPTERXXIV NOTICES 78
CHAPTER XXV INTERPRETATION AND DEFINITION OF THE ARTICLES
OF ASSOCIATION 79
Articles of Association of大連港股份有限公司
Dalian Port (PDA) Company LimitedCHAPTER I GENERAL PROVISIONS
Article 1 The Articles of Association are formulated in accordance with "The Company Law of the People's Republic of China" (hereinafter referred to as the " Company Law"), "The Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "The Mandatory Provisions for Companies Listing Overseas" (hereinafter referred to as the "Mandatory Provisions"), "Letter of Opinions on Supplements and Amendments to Articles of Association of Companies to be Listed in Hong Kong" (hereinafter referred to as the "Letter of Opinions"), "Guidelines to Articles of Association of Listed Companies (amended in 2006)" (hereinafter referred to as the " Guidelines to Articles of Association"), "Guidance on Establishment of Independent Director System for Listed Companies" (hereinafter referred to as the "Guidance on Independent Director"), "Notice on the Standardization of the Security provided to third parties of Listed Companies" (hereinafter referred to as the " Security provided to third parties") and other relevant provisions, with an aim to safeguard the lawful rights and interests of the Dalian Port (PDA) Company Limited (hereinafter referred to as the " Company") and its shareholders and creditors, and to standardize the organization and activities of the Company.
Article 2 The Company is a Sino-foreign joint stock limited company established in the People's Republic of China ("the PRC") in accordance with the Company Law, the " State Council's Special Regulations Regarding the Offering and Listing of Shares Overseas by Joint Stock Limited Companies", the "Provisional Regulations in relation to Certain Issues for Establishment of Foreign-invested Joint Stock Limited Company" and other relevant laws and administrative regulations of the State.
The Company was incorporated by way of promotion on 9 November 2005 with the approval by Da Zheng No. [2005] 153 "Approval of the People's Government of Dalian on the incorporation of Dalian Port (PDA) Company Limited" issued by the People's Government of Dalian City. It was registered with the Administration Bureau of Industry and Commerce of Dalian on 26 November 2005. The Company's business license number is Qi Gu Liao Da Zong Zi No. 015478.
The promoters of the Company are 大連港集團有限公司(Dalian Port Corporation Limited), 大 連融達投資有限責任公司(Dalian Rongda Investment Company Limited), 大連海泰控股有限 公 司 (Dalian Haitai Holdings Company Limited), 大 連 德 泰 控 股 有 限 公 司 (Dalian Detai Holdings Company Limited), and 大連保稅正通有限公司(Dalian Bonded Zhengtong Company
Limited).
Article 3 On 21 March 2006, upon approval by the China Securities Regulatory Commission (the "CSRC"), the Company initially issued to the public 966,000,000 overseas listed foreign shares (including the over-allotted shares), which were listed on The Stock Exchange of Hong Kong Limited (the "SEHK") on 28 April 2006. On 11 November 2010, upon approval by the CSRC, the Company initially issued 761,820,000 RMB-denominated ordinary shares to the public and conducted a private placement of 738,180,000 RMB-denominated ordinary shares to 大連港集團 有限公司(Dalian Port Corporation Limited), which were listed on Shanghai Stock Exchange on 6 December 2010. Upon the approval by the CSRC, the Company issued 1,180,320,000 overseas listed foreign shares by way of private placement, which were listed on the SEHK on 1 February 2016.
Article 4 The registered name of the Company is: In Chinese: 大連港股份有限公司
In English: Dalian Port (PDA) Company Limited
Article 5 The place of domicile of the Company: Xingang Commercial Building, Dayao Bay, Dalian Free Trade Zone
Postal code: 116001
Phone number: 86 411 82798566
Fax number: 86 411 82798108
Article 6 The Chairman of the Board is the legal representative of the Company.
Article 7 The Company is a Sino-foreign joint stock limited company of permanent existence. The nature of the Company is a Sino-foreign joint stock limited company.
The Company is an independent legal person under the jurisdiction and protection of the laws, regulations and other relevant stipulations of the PRC.
All assets of the Company shall be divided into shares of equal amount and the rights and liability of a shareholder of the Company shall be limited to the proportion of shareholding held by him. The Company shall undertake its liabilities with all of its assets.
Article 8 The Articles of Association shall come into effect commencing from the date of the establishment of the Company.
From the date on which the Articles of Association come into effect, the Articles of Association shall constitute a legally binding document regulating the Company's organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.
Article 9 The Articles of Association shall have binding effect on the Company and its
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