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.
大連港股份有限公司
(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 2880)On 24 March 2016, the Board proposed (i) the issue of a total of 5,606,320,000 Bonus Shares, in a total amount of RMB5,606,320,000; (ii) the issue of a total of 1,681,896,000 Dividend Bonus Shares by way of capitalization of retained earnings as at 31 December 2015; and (iii) the distribution of a Cash Dividend of RMB0.75 (tax inclusive) per ten (10) Shares, in a total amount of RMB420,474,000 based on its total share capital of 5,606,320,000 Shares.
On 24 March, 2016, the Board also proposed to amend the Articles of Association in order to reflect the change in the registered capital of the Company as a result of the creation of the Dividend Bonus Shares and Bonus Shares.
* For identification purpose only
The proposed Bonus Issue, Dividend Bonus Issue, Cash Dividend and the Proposed Amendments are subject to the approval of the Shareholders at the AGM.
A circular containing, inter alia, details of the proposed Dividend Bonus Issue, Bonus Issue, Cash Dividend, the Proposed Amendments and the notice of AGM will be despatched to the Shareholders in due course.
On 24 March, 2016, the board of directors (the "Board") of Dalian Port (PDA) Company Limited (the "Company") proposed (i) the issue of a total of 5,606,320,000 new shares (the "Shares") of the Company (the "Bonus Shares"), in a total amount of RMB5,606,320,000, by way of conversion of capital reserve of the Company on the basis of ten (10) Bonus Shares for every ten (10) existing Shares (the "Bonus Issue");
(ii) a bonus issue of new shares on the basis of three (3) bonus shares (the "Dividend Bonus Shares") per ten (10) Shares by way of capitalization of retained earnings as at 31 December 2015 (the "Dividend Bonus Issue"); and (iii) the distribution of a cash dividend (the "Cash Dividend") of RMB0.75 (tax inclusive) per ten (10) Shares, in a total amount of RMB420,474,000 based on its total share capital of 5,606,320,000 Shares.
The Dividend Bonus Issue involves the issue of a total of 1,681,896,000 Dividend Bonus Shares. The Bonus Issue involves the issue of a total of 5,606,320,000 Bonus Shares. The Dividend Bonus Shares and Bonus Shares will be issued on a pro rata basis and any fractional Shares (if any) will be rounded down to the nearest whole unit.
The issue of Dividend Bonus Shares and Bonus Shares is subject to the following conditions:
approval from the by the shareholders of the Company (the "Shareholders") at the forthcoming annual general meeting expected to be held before end of June 2016 (the "AGM");
The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") granting the listing of, and permission to deal in, the new H Shares (the "New H Shares") to be allotted and issued under the Dividend Bonus Issue and Bonus Issue; and
compliance with the relevant legal procedures and requirements under the Company Law of People's Republic of China to effect the Dividend Bonus Issue and Bonus Issue.
The Cash Dividend will be declared according to the Articles of Association of the Company (the "Articles of Association"). Dividend on A Shares will be paid in Renminbi and dividend on H Shares will be paid in Hong Kong dollars. Payment of the Cash Dividend is also subject to the approval of the Shareholders at the AGM.
The Dividend Bonus Shares and Bonus Shares will, subject to the Articles of Association, rank pari passu in all respects with the Shares in issue on the date of the issue of the Dividend Bonus Shares and Bonus Shares. Holders of the Dividend Bonus Shares and Bonus Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Dividend Bonus Shares and Bonus Shares are allotted and issued. The Dividend Bonus Issue and Bonus Issue should not result in any change to the rights of the Shares.
The Company will make appropriate enquiries on whether there are legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in the place where overseas shareholders reside, to determine whether it will be necessary or expedient to exclude such overseas shareholders from the Dividend Bonus Issue and the Bonus Issue. Further details of the rights of the overseas shareholder(s) will be set out in the circular to be despatched to the Shareholders.
Effect to the shareholding upon completion of the Dividend Bonus Issue and Bonus IssueSet out below is the shareholding structure of the Company as at the date of this announcement and immediately upon completion of the Dividend Bonus Issue and Bonus Issue (assuming that no other Shares are allotted or issued and no existing Shares are repurchased prior to the record date in respect of holders of H Shares and A Shares by reference to which entitlements to the Dividend Bonus Issue, the Bonus Issue and the payment of the Cash Dividend, upon satisfaction of the conditions set out above):
H Shares | 2,242,920,000 | 40.01 | 5,158,716,000 | 40.01 |
A Shares | 3,363,400,000 | 59.99 | 7,735,820,000 | 59.99 |
Total 5,606,320,000 100.0 12,894,536,000 100.0
Application will be made by the Company to the Listing Committee of the Hong Kong Stock Exchange for the approval for the listing of, and permission to deal in, the Dividend Bonus Shares and Bonus Shares.
The Board believes that the Dividend Bonus Issue and the Bonus Issue i) will provide the Company with a wider capital base and therefore increase the marketability of the Shares; and ii) is a return to the long-term support and care of the Shareholders.
Dalian Port (PDA) Company Limited issued this content on 29 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 March 2016 23:20:12 UTC
Original Document: http://www.dlport.cn/Files/2015/03EEEEE.pdf
