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 SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2014 APPOINTMENT OF DIRECTORS AND BOARD COMMITTEE MEMBERS AND APPOINTMENT OF SUPERVISORS VOTING RESULTS OF THE EGMThe Board is pleased to announce that all the resolutions proposed at the EGM except for ordinary resolution 1(I) in respect of appointment of Ms. Jiang Qian as an independent non-executive director were duly passed by the Shareholders by way of poll.
APPOINTMENT OF DIRECTORS AND BOARD COMMITTEE MEMBERS
It is further announced that Mr. Huikai, Mr. Xu Song and Ms. Su Chunhua have been elected as executive directors of the Company, Mr. Xu Jian, Mr. Zhang Zuogang and Mr. Dong Yanhong have elected as non-executive directors of the Company, and Mr. Wan Kam To, Peter and Mr. Guo Yu have been elected as independent non-executive directors of the Company.
As the Company has only two independent non-executive directors the number of independent non-executive directors of the Company has fallen below the minimum number required under Rule 3.10(1) and Rule 3.10A of the Listing Rules. The Company will make its best endeavours to identify a suitable candidate to fill the vacancy as soon as practicable in accordance with the requirements of Rule 3.11 of the Listing Rules.
Mr. Wan Kam To, Peter, Mr. Zhang Zuogang and Mr. Guo Yu have been appointed as member of the audit committee of the Company.
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Mr. Guo Yu, Mr. Hui Kai and Mr. Wan Kam To, Peter have been appointed as member of the nomination and remuneration committee of the Company.
Mr. Hui Kai, Mr. Xu Song and Mr. Dong Yanhong have been appointed as member of the strategy development committee of the Company.
Mr. Xu Jian, Mr. Zhang Zuogang and Ms. Su Chunhua have been appointed as member of the financial management committee of the Company.
It is further announced that Mr. Sun Junyou, Mr. Yin Shihui and Mr. Kong Xianjing have been elected by the Shareholders as the supervisors of the fourth session of the supervisor committee of the Company and Mr. Xu Fangsheng and Mr. Jiao Yingguang have been elected by the employee representatives of the Company as the supervisors of the fourth session of the supervisor committee of the Company as their representatives.
Reference is made to the circular of Dalian Port (PDA) Company Limited (the "Company") dated 13 June 2014 (the "Circular"), and the notice and the supplemental notice of the Company dated 13 June 2014 and 16 July 2014 respectively (the "EGM Notices") and relating to convening the second extraordinary general meeting for the year 2014 (the "EGM"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.
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 Thursday, 31 July 2014 and chaired by Mr. Hui Kai, Chairman of the board of directors (the "Board").
As at the date of the EGM, the 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 2,717,557，
651，representing approximately 61.39% of the total number of the Shares entitling the
Shareholders to attend and vote at the EGM.
The voting results of the resolutions by way of poll at the EGM were set out as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN |
1． | To consider and approve the election or re-election (as the case may be) of Directors of the Company by way of accumulative voting, and the remuneration thereof: |
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A. THAT the re-election of Mr. Hui Kai as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the Board to determine his remuneration by reference to his duty and performance in the management of the Company. | 2598770186 95.628889% among which, A shares： 2434446003 H shares： 164324183 | 3236968 0.119113% among which, A shares：0 H shares： 3236968 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
B. THAT the re-election of Mr. Xu Song as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the Board to determine his remuneration by reference to his duty and performance in the management of the Company. | 2602005152 95.747928% among which, A shares： 2434446001 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
C. THAT the election of Mr. Dong Yanhong as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Dong Yanhong for his position as a non-executive Director of the Company. | 2602005152 95.747928% among which, A shares： 2434446001 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
D. THAT the re-election of Ms. Su Chunhua as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the Board to determine her remuneration by reference to her duty and performance in the management of the Company. | 2602005152 95.747928% among which, A shares： 2434446001 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
E. THAT the re-election of Mr. Xu Jian as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Xu Jian for his position as a non-executive Director of the Company. | 2602005152 95.747928% among which, A shares： 2434446001 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
F. THAT the re-election of Mr. Zhang Zuogang as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Zhang Zuogang for his position as a non-executive Director of the Company. | 2598770184 95.628889% among which, A shares： 2434446001 H shares： 164324183 | 3236968 0.119113% among which, A shares： 0 H shares： 3236968 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
G. THAT the re-election of Mr. Wan Kam To, Peter | 3653997038 | 152382613 | 114800000 |
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as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders. | 134.458860% among which, A shares： 3638818500 H shares： 15178538 | 5.607337% among which, A shares： 0 H shares： 152382613 | 4.224381% among which, A shares：0 H shares： 114800000 | |
H. THAT the election of Mr. Guo Yu as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders. | 3806377651 140.066123% among which, A shares： 3638818500 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
I. THAT the election of Ms. Jiang Qian as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and her annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders. | 193260151 7.111538% among which, A shares： 25701000 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 | |
2. | To consider and approve the election or re-election (as the case may be) of Supervisors of the Company by way of accumulative voting, and the remuneration thereof: | |||
2. | A. THAT the r e-election of Mr. Sun Junyou as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Sun Junyou for his position as a Supervisor of the Company. | 2600737152 95.701269% among which, A shares： 2434446001 H shares： 166291151 | 1270000 0.046733% among which, A shares： 0 H shares： 1270000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 |
2. | B. THAT the election of Mr. Yin Shihui as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Yin Shihui for his position as a Supervisor of the Company. | 2597502184 95.582229% among which, A shares： 2434446001 H shares： 163056183 | 4504968 0.165773% among which, A shares： 0 H shares： 4504968 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 |
2. | C. THAT the election of Mr. Kong Xianjing as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Supervisors approved by the Shareholders. | 2602005152 95.747928% among which, A shares： 2434446001 H shares： 167559151 | 2000 0.000074% among which, A shares：0 H shares： 2000 | 114800000 4.224381% among which, A shares：0 H shares： 114800000 |
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SPECIAL RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
3. | To consider and approve the amendments to the Articles of Association (details of which are set out in the Circular dated 13 June 2014), 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. | 2597781683 95.592514% among which, A shares： 2434725500 H shares： 163056183 | 4504968 0.165773% among which, A shares： 0 H shares： 4504968 | 115271000 4.241713% among which, A shares： 471000 H shares： 114800000 |
4. | To consider and approve the authorization to the Board (and where appropriate, two Directors duly authorized by the Board) to formulate specific proposal for issuing bonds on the overseas market with an aggregate principal amount of not more than RMB1 billion for a term of three to five years in accordance with the Company's current status of assets and liabilities and funding requirements and subject to the fulfillment of the relevant regulatory requirements, to implement the plan when appropriate, and to deal with (including but not limited to) the matters in relation to the issue of such bonds. | 2450325968 90.166476% among which, A shares： 2434656000 H shares： 15669968 | 151892183 5.589290% among which, A shares： 1000 H shares： 151891183 | 115339500 4.244234% among which, A shares： 539500 H shares： 114800000 |
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 except for ordinary resolution 1(I) in respect of appointment of Ms. Jiang Qian as an independent non-executive director, and more than two-thirds 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 resolutions, the above resolutions except for ordinary resolution 1(I) were duly passed.
Computershare Hong Kong Investor Services Limited was appointed as the scrutineer for the purpose of vote-taking at the EGM. Mr. Wang Shuanghua and Mr. Xia Peng, representative of corporate holders of A Shares of the Company, Ms. Bao Jingxin of Liaoning Huaxia Law Firm, the PRC legal advisor to the Company, and Mr. Xu Fangsheng a supervisor of the Company, participated in the scrutiny of the poll results.
The members of the third session of the Board, namely Mr. Hui Kai, Mr. Xu Song, Ms. Su Chunhua, Mr. Xu Jian, Mr. Zhang Zuogang and Mr. Wan Kam To, Peter were
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re-elected as directors of the fourth session of the Board of the Company effective as of the conclusion of EGM on 31 July 2014 for a term of three years. Mr. Dong Yanhong and Mr. Guo Yu were newly appointed directors of the fourth session of the Board effective as of the conclusion of EGM on 31 July 2014 for a term of three years. Their biographical details are all set out in the Company EGM Notices dated 13 June
2014 and 16 July 2014, respectively.
As such, the fourth session of the Board comprises of Hui Kai, Xu Song and Su Chunhua as executive directors, Xu Jian, Zhang Zuogang and Dong Yanhong as non-executive directors, and Wan Kam To, Peter, and Guo Yu as independent non-executive directors. As the Company has only two independent non-executive directors the number of independent non-executive directors of the Company has fallen below the minimum number required under Rule 3.10(1) and Rule 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Company will make its best endeavours to identify a suitable candidate to fill the vacancy as soon as practicable in accordance with the requirements of Rule 3.11 of the Listing Rules.
At the conclusion of EGM, the term of office of Mr. Liu Yongze, Mr. Gui Liyi and Mr. Yu Long expired and they will no longer take the position of directors of the Company. The Board hereby expresses its sincere gratitude to the retired directors for their service and contributions to the Company.
The Board is pleased to announce that Mr. Hui Kai has been elected by the Board as the Chairman of the fourth session of the Board effective as of the conclusion of board meeting on 31 July 2014.
Mr. Wan Kam To, Peter, Mr. Zhang Zuogang and Mr. Guo Yu have been respectively appointed as member of the audit committee of the Company and Mr. Wan Kam To, Peter has been elected as the chairman of the audit committee by its members.
Mr. Guo Yu, Mr. Hui Kai and Mr. Wan Kam To, Peter have been respectively appointed as member of the nomination and remuneration committee of the Company and Mr. Guo Yu has been elected as the chairman of the nomination and remuneration committee by its members.
Mr. Hui Kai, Mr. Xu Song and Mr. Dong Yanhong have been respectively appointed as member of the strategy development committee of the Company and Mr. Hui Kai has been elected as the chairman of the strategy development committee by its members.
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Mr. Xu Jian, Mr. Zhang Zuogang and Ms. Su Chunhua have been respectively appointed as member of the financial management committee of the Company and Mr. Xu Jian has been elected as the chairman of the financial management committee by its members.
APPOINTMENT OF SUPERVISORS
The current member of the third session of the supervisor committee, namely Mr. Sun Junyou was re-elected as supervisor of the fourth session of the supervisor committee of the Company. Mr. Yin Shihui and Mr. Kong Xianjing were newly elected by the Shareholders as the supervisors of the fourth session of the supervisor committee of the Company. Mr. Xu Fangsheng and Mr. Jiao Yingguang were elected by the employee representatives of the Company as the supervisors of the fourth session of the supervisor committee of the Company as their representative. The term of each of the above mentioned supervisors is three years effective as of the conclusion of EGM on 31 July 2014. Their biographical details are set out in the Company's EGM notice dated 13 June 2014 and its announcement dated 31 July 2014
At the conclusion of the EGM, the term of office of Mr. Zhang Guofeng, Mr. Zhang Xianzhi, Mr. Lv Jing and Ms. Jiang Weihong expired and they will no longer take the position of supervisors of the Company. The Board hereby expresses its sincere gratitude to the retired supervisors for their service and contributions to the Company.
By order of the Board
Joint Company Secretaries
Dalian City, Liaoning Province, the PRC
31 July 2014
As at the date of this announcement, the Directors of the Company are:
Executive Directors: HUI Kai, XU Song and SU Chunhua
Non-executive Directors: XU Jian , ZHANG Zuogang and DONG Yanhong
Independent non-executive Directors: WAN Kam To, Peter and GUO Yu
*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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