Dalian Port PDA : OVERSEAS REGULATORY ANNOUNCEMENT - Dalian Port (PDA) Company Limited* Announcement on Update of Major Assets Restructuring

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Dalian Port (PDA) Company Limited*

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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

By Order of the Board

Dalian Port (PDA) Company Limited*

WANG Huiying LEE Kin Yu, Arthur

Joint Company Secretaries

Dalian City, Liaoning Province, the PRC

11 August 2020

As at the date of this announcement, the board of directors of the Company comprises:

Executive Directors: WEI Minghui and SUN Dequan

Non-executive Directors: CAO Dong, QI Yue, YUAN Yi and NA Danhong

Independent Non-executive Directors: LI Zhiwei, LIU Chunyan and LAW Man Tat

• The Company is registered as Non-Hong Kong Company under Part XI of the previous Hong Kong Companies Ordinance (equivalent to Part 16 of the Hong Kong Companies Ordinance with effect from 3 March 2014) under the English name "Dalian Port (PDA) Company Limited".
• For identification purposes only

Stock code: 601880 Stock abbreviation: Dalian Port Announcement No.: Lin 2020-043

Dalian Port (PDA) Company Limited*

ANNOUNCEMENT ON UPDATE OF MAJOR

ASSETS RESTRUCTURING

The board of directors of the Company and all directors warrant that there are no false representations or misleading statements contained in, or material omissions from this announcement, and severally and jointly accept responsibilities for the truthfulness, accuracy and completeness of the contents herein.

Dalian Port (PDA) Company Limited* (hereinafter referred to as the "Company") intended to issue A shares to all shareholders of Yingkou Port Liability Co., Ltd. (hereinafter referred to as "Yingkou Port") to merge with Yingkou Port by absorption through share swap and raise funds from such issuance of A shares (hereinafter referred to as the "Transaction"). On 7 July 2020, the Company convened the second (extraordinary) meeting of the sixth session of the board of directors in 2020, at which the Resolution regarding the Proposal on Merger by Absorption through Share Swap between Dalian Port (PDA) Company Limited and Yingkou Port Liability Co., Ltd. and Connected Transaction and Fundraising and other resolutions relating to the Transaction were reviewed and approved. For details, please refer to the relevant announcement published by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 8 July 2020.

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On 21 July 2020, the Company received the Inquiry Letter in respect of Information Disclosure of the Proposal on Merger by Absorption through Share Swap between Dalian Port (PDA) Company Limited and Yingkou Port Liability Co., Ltd. and Connected Transaction and Fundraising (Shang Zheng Gong Han [2020] No. 0872) (hereinafter referred to as the "Inquiry Letter") from the Shanghai Stock Exchange. For details, please refer to the Announcement on Receipt of the Inquiry Letter of the Shanghai Stock Exchange in respect of Information Disclosure of the Proposal on Merger by Absorption through Share Swap between the Company and Yingkou Port Liability Co., Ltd. and Connected Transaction and Fundraising (Announcement No.: Lin 2020-040) and relevant documents published by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 22 July 2020.

According to relevant requirements of the Inquiry Letter, the Company and relevant intermediaries have settled and replied to every item of the issues raised therein, and made amendments, supplements and improvements to the information disclosure documents relating to the Transaction. For details, please refer to the Announcement on Reply of Shanghai Stock Exchange to Letter of Inquiry on Information Disclosure Regarding the Proposal on Merger by Absorption through Share Swap between the Company and Yingkou Port Liability Co., Ltd. and Connected Transaction and Fundraising (Announcement No.: Lin 2020-041) and relevant documents published by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 29 July 2020.

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As at the date of disclosure of this announcement, the Company and related parties are actively proceeding with relevant work of the Transaction, with audit, valuation and other relevant work involved in the Transaction not yet completed. Upon completion of such work, the Company will convene a meeting of the board of directors to review related matters of the Transaction, and the same will be submitted by the board of directors to the general meeting for review.

The Transaction shall be formally implemented upon performance of

necessary internal decision making procedures and approval by competent

regulatory authorities, which is still subject to uncertainties. Relevant information shall be subject to the announcements published by the

Company on the designated information disclosure media. Investors are

advised to pay attention to the subsequent announcements and be aware of

investment risks.

This announcement is hereby given.

Board of Directors of Dalian Port (PDA) Company Limited*

11 August 2020

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