LIAONING PORT CO., LTD. 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
Dalian Port (PDA) Company Limited*(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 2880) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an Annual General Meeting ("AGM") of Dalian Port (PDA) Company Limited (the "Company") for the year ended 31 December 2012 will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 10:00 a.m. on Friday, 28 June 2013 for the purposes of considering, and, if thought fit, approving the following matters: AS ORDINARY RESOLUTIONS
1. To consider and approve the report of the board of directors (the "Board") of the Company for the year 2012 (details stated in the annual report of the Company for the year 2012).
2. To consider and approve the report of the supervisory committee of the Company for the year 2012(details stated in the documents for AGM published on the Company's website: www.dlport.cn).
3. To consider and approve the annual report of the Company for the year 2012 (published on the Company's website: www.dlport.cn).
4. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2012 (details stated in the annual report of the Company for the year 2012).
* The Company is registered as a Non-Hong Kong company under Part XI of the Companies Ordinance
(Chapter 32 of the Laws of Hong Kong) under the English name "Dalian Port (PDA) Company Limited".
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5. To consider and approve the re-appointment of Ernst & Young Hua Ming LLP as the auditor and the auditor for internal control of the Company to hold office until the conclusion of the next annual general meeting, and to authorise the Board to determine their remuneration thereof.
6. To consider and approve the final dividend distribution for the year ended 31 December
2012 (details stated in the annual report of the Company for the year 2012).
7. To consider and approve the appointment of Mr. Yu Long as an independent non-executive director of the Company at an annual remuneration of RMB200,000.
1. To consider and approve the following resolution as a special resolution:
"That make the relevant amendments to the Articles of Association, and authorise the Board to apply for all necessary approva l and make all necessary filings and registrations with the relevant authorities in relation to such amendments; Paragraph 1 of Article 161 of the Articles of Association be amended as follows:
"The Company shall establish the Board, which shall be accountable to and report to the general meeting. The Board shall be composed of ten directors, four of which are independent directors. The Board shall have one chairman."
2. To consider and approve the following resolutions as a special resolution:
(a) upon approval by the National Association of Financial Market Institutional Investors, the issue of Short-Term Commercial Paper by the Company of not more than RMB5 billion, on the conditions set forth below be and is hereby approved:
Issue size Not more than RMB5 billion
Term Not more than one year from the date of issue (inclusive of one year)
Manner of issue One-time registration with the relevant
authorities but the Short-Term
Commercial Paper will be issued in tranches
Interest rate Prevailing market rate of short-term
commercial papers of similar maturity
Use of proceeds To replenish working capital, repay bank loans and the mature bonds of the
Company
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(b) any two executive directors of the Company be and hereby authorised, for a period of 36 months from the date when this special resolution is approved by the shareholders of the Company at the AGM, to determine in their absolute discretion and deal with matters in relation to the Short-Term Commercial Paper Issue, including but not limited to the following:
(i) to determine, to the extent permitted by laws and regulations and according to the Company's specific circumstances and the prevailing mark et conditions, the specific terms and arrangements of the Short-Term Commercial Paper Issue and make any changes and adjustments to such types and terms of the Short-Term Commercial Paper Issue, including but not limited to, the types of issue, time of issue, manner of issue, size of issue, issue price, term of maturity, interest rates, tranches and any other matters in relation to the Short-Term Commercial Paper Issue;
(ii) to appoint the relevant intermediaries in connection with the Short-Term
Commercial Paper Issue and to deal with filing and submission matters;
(iii) to enter into agreements, contracts and other legal documents relating to the Short-Term Commercial Paper Issue, and to disclose relevant information in accordance with the applicable laws and regulations; and
(iv) to deal with any other the matters in relation to the Short-Term Commercial
Paper Issue.
3. To consider and approve the following resolutions as a special resolution:
(a) upon approval by the National Association of Financial Market Institutional Investors, the issue of Super Short-Term Commercial Paper by the Company of not more than RMB5 billion, on the conditions set forth below be and is hereby approved:
Issue size Not more than RMB5 billion
Term Not more than 270 days from the date of issue
Manner of issue One-time registration with the relevant
authorities but the Super Short-Term
Commercial Paper will be issued in tranches
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Interest rate Prevailing market rate of super short-term commercial papers of similar maturity
Use of proceeds To replenish working capital and repay
bank loans of the Company
(b) any two executive directors of the Company be and hereby authorised, for a period of 36 months from the date when this special resolution is approved by the shareholders of the Company at the AGM, to determine in their absolute discretion and deal with matters in relation to the Super Short-Term Commercial Paper Issue, including but not limited to the following:
(i) to determine, to the extent permitted by laws and regulations and according to the Company's specific circumstances and the prevailing mark et conditions, the specific terms and arrangements of the Super Short-Term Commercial Paper Issue and make any changes and adjustments to such types and terms of the Super Short-Term Commercial Paper Issue, including but not limited to, the types of issue, time of issue, manner of issue, size of issue, issue price, term of maturity, interest rates, tranches and any other matters in relation to the Super Short-Term Commercial Paper Issue;
(ii) to appoint the releva nt intermediaries in connection w ith the Super Short-Term Commercial Paper Issue and to deal with filing and submission matters;
(iii) to enter into agreements, contracts and other legal documents relating to the Super Short-Term Commercial Paper Issue, and to disclose relevant information in accordance with the applicable laws and regulations; and
(iv) to deal with any other the matters in relation to the Super Short-Term
Commercial Paper Issue.
By Order of the Board
Joint Company Secretaries
Dalian City, Liaoning Province, PRC
13 May 2013
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Notes:
1. Pursuant to Rule 13.39(4) of the Listing Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, votes of the Shareholders at the AGM shall be taken by poll.
2. Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the AGM. A proxy need not be a Shareholder. Shareholders shall have one vote for each Share that they hold.
3. | (a) | In order to determine the holders of H Shares who are entitled to attend the AGM, the H Share registers of members of the Company shall be closed from Wednesday, 29 May 2013 to Friday, 28 June 2013 (both days inclusive), during which no transfer of H Shares will be registered. Holders of H Share whose names appear on the registers of members on 29 May 2013 are entitled to attend the AGM. In order to be entitled to attend and vote at the AGM, holders of H Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 28 May 2013. |
(b) | Subject to approval of the shareholders of the Company on the final dividend distribution for the year ended 31 December 2012, in order to determine the holders of H Shares who are entitled to the final dividends, the H Share registers of members of the Company shall be closed from Saturday, 6 July 2013 to Thursday, 11 July 2013 (both days inclusive), during which no transfer of H Shares will be registered. Holders of the H Shares whose names appear on the H Share registers of members on Thursday, 11 July 2013 are entitled to receive the final dividends. In order to be entitled to the final dividend, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 5 July 2013. |
4. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.
The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board, at the address as stated in Note 6 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 above for holders of the H Shares, not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be).
Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting should such Shareholders so wish.
5. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip to the office of the Board at the address as stated in Note 6 below on or before 5:00 p.m. on Friday, 7 June 2013 by hand, by post or by fax.
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6. The contact details of the office of the Board are as follows:
Room 616, PDA Group Building, No. 1, Gangwan Street
Zhongshan District
Dalian City, Liaoning Province
PRC
Postal Code: 116004
Telephone No.: 86 411 8262 3910/8262 3923
Facsimile No.: 86 411 8262 3159
7. The AGM is expected to last for half a day. Shareholders or their proxies attending the AGM shall be responsible for their own transportation and accommodation expenses.
8. According to the Enterprise Income Tax Law of the PRC and its implementing rules and regulations, the Company is obliged to withhold and pay enterprise income tax at a tax rate of 10% for payment of final dividend for the year ended 31 December 2012 to its non-PRC resident corporate shareholders whose names appear on its H Share register as at 11 July 2013, including HKSCC Nominees Limited.
As the Company has been recognized as a "foreign-invested enterprise" under the applicable PRC laws, it is not required to withhold and pay the individual income tax when the Company distributes the final dividend for the year ended 31 December 2012.
As at the date of this notice, the Board comprises of:
Executive Directors: HUI Kai, XU Song, ZHU Shiliang and SU Chunhua
Non-executive Director: XU Jian and ZHANG Zuogang
Independent non-executive
Directors:
LIU Yongze, GUI Liyi and WAN Kam To, Peter
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