大连港股份有限公司募集资金管理办法 Measures for Raised Funds of Dalian Port (PDA) Company Limited (Revised Draft) Chapter 1 General Provisions Article 1 This Measures are enacted in order to regulate the use and management of the raised fund of Dalian Port (PDA) Company Limited (hereinafter referred to as the "Company"), improve the efficiency and outcome of the raised fund, protect the investors' benefits to the best, secure the safety of the raised fund and protect the lawful rights and interests of the Company, shareholders, creditors and all employees. Article 2 This Measures are provided in accordance with "Company Law of the People's Republic of China" ("Company Law"), "Law of the People's Republic of China on Securities" ("Securities Law"), "Administrative Measures for Initial Public Offering and Listing of Shares", "Measures for the Administration of Issuance of Securities by Listed Companies", "Notice on Further Regulating the Use of Raised Funds by Listed Companies" (the "Notice"), "Guidelines for the Regulation over Listed Companies No. 2 - Regulatory Requirements on the Management and Use of Funds Raised by Listed Companies",

"Listing Rules of the Shanghai Stock Exchange" ("SSE Listing Rules"), "Rules Governing the Listing of Securities on the Stock of Hong Kong Limited" ("HKEX Listing Rules"), other laws, administrative regulations, regulatory documents and the article of associations.

Article 3 The "Raised Fund" defined in this Measures refers to any fund raised from the investors by publicly issuing securities (including initial public offerings, rights offering, secondary public offering, issuing convertible bonds, and issuing bond with attached warrant, etc.) and non-public offering of securities, excluding the funds raised from the equity incentive plan implemented by the Company. Chapter 2 Provisions on the Use and Management of Raised Funds Article 4 The use of raised fund must comply with covenant made by the Company in the issuance application documents. The board of directors shall prepare a detailed plan on the use of raised fund. The use of raised fund shall be regulatory, open and transparent.

No one is entitled to change the use of raised fund provided in the prospectus of the Company without resolutions legally made by the shareholders meeting of the Company.

Article 5 The raised fund of the Company shall not be used for the placement and subscription of new shares, or stock and its derivatives, convertible bonds and other transactions through direct or indirect arrangements. The raised fund shall not be used for pledge, entrusted loans or other investments that change the way of use of raised fund. The raised fund shall not be occupied or diverted to seek illegitimate gain from the investment projects which raise the funds ("Fund Raised Investment Projects") for affiliates by the controlling shareholder, actual controller and other affiliates. Article 6 The directors, supervisors and senior managers shall be diligent in accordance with relevant laws, administrative regulations, regulatory documents and articles of associations to procure the Company to use the raised fund in a standard way, secure the safety of raised fund and disclose the use of raised fund in time. Article 7 The board of directors shall build an internal control system for the saving, use and management of the raised fund to specifically provide the saving, use, change, supervision, the investigation of liability and others of raised fund.

The Company shall report to the SSE the internal control system for the saving, use and management of the raised fund in time and disclose it

in accordance with the relevant listing rules of the stock exchange.

Article 8 In the event that the Fund Raised Investment Projects are implemented by the subsidiary of the Company or other companies that are controlled by the Company, such subsidiary or other companies shall comply with this Measure. Chapter 3 Deposit of Raised Fund Article 9 The special saving system for raised fund is established for the use of raised fund and supervision of the use. To establish a special account for the management of the raised fund by the Company (hereinafter referred to as the "Special Account") shall be approved by the board of directors. The Special Account shall not be deposited with non-raised fund or used for any other purposes.

The sponsor is responsible for following the use of raised fund and the implementation of the investment projects during the continuous supervision period. The Company shall support and assist the sponsor to perform its duties.

Article 10 When it is fully funded, the Company shall conduct the verification procure in time. An accounting firm that is qualified to deal

Dalian Port (PDA) Company Limited published this content on 13 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 May 2016 08:48:05 UTC.

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