Liaoning Port Co., Ltd. - Proxy Solicitation & Information Statement 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Dalian Port (PDA) Company Limited, you should at once hand this circular, together with the enclosed form of proxy and reply slip, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Board is set out on pages 4 to 14 of this circular.

A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 15 to 16 of this circular and a letter from TC Capital, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 27 of this circular.

A notice convening the EGM of the Company to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 30 October 2014 at 9:00 a.m. are set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy and a reply slip for use in connection with the EGM are enclosed herewith and published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk). Whether or not you are able to attend the EGM, please complete, sign and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event no later than 20 days and 24 hours, respectively, before the time designated for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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”.

15 September 2014

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	15
LETTER FROM INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . .	17
APPENDIX I – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . .	I-1
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules;
“A Share(s)”
the domestic share(s) issued by the Company denominated in RMB and which is(are) listed on the Shanghai Stock Exchange;
“Board” the board of Directors;
“CBRC” 中國銀行業監督管理委員會(China Banking Regulatory Commission);
“Company”
大連港股份有限公司 (Dalian Port (PDA) Company Limited*), asino-foreign joint stock limited company incorporated in the PRC, the H Shares and A Shares of which are listed on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively;
“connected person” has the meaning ascribed to it under the Hong Kong Listing Rules;
“controlling shareholder” has the meaning ascribed to it under the Hong Kong Listing Rules;
“Deposit Services”
depository services to be provided by Finance Company to the Group pursuant to the Financial Services Agreement;
“Director(s)”
the director(s) of the Company;
“EGM”
the extraordinary general meeting of the Company to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 30 October 2014 at 9:00 a.m. (or any adjournment thereof) for considering, among other things, the Financial Services Agreement and the proposed relevant annual caps;

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”.

– 1 –

DEFINITIONS

“Finance Company”
“Financial Services Agreement”
“Group”
“Hong Kong”
“Hong Kong Listing Rules”
“Hong Kong Stock Exchange”
“H Share(s)”
“Independent Board Committee”
“Independent Financial Adviser” or “TC Capital”
“Independent Shareholders”
“Latest Practicable Date”
大連港集團財務有限公司(Dalian Port Group Finance Company Limited), a non-bank finance company jointly established by PDA and the Company under the PRC laws;
an agreement entered into by the Company and Finance Company on 28 August 2014 in regard to provision of Deposit Services, Loan Services, Settlement Services and other financial services by Finance Company to the Group;
the Company and its subsidiaries;
the Hong Kong Special Administrative Region of the PRC;
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
The Stock Exchange of Hong Kong Limited;
the foreign share(s) in the share capital of the Company, with RMB-denominated par value of RMB1.00 each, which is(are) listed on the Hong Kong Stock Exchange;
the independent board committee of the Company, the members of which consist of all the independent non-executive Directors, formed to advise the Independent Shareholders with respect to the Financial Services Agreement, in particular, the provision and the cap of Deposit Services;
TC Capital Asia Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the transactions contemplated under the Financial Services Agreement;
the Shareholders other than PDA and its associates;
11 September 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein;

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DEFINITIONS

“Loan Services”

credit, loan and guarantee services to be provided by Finance Company to the Group pursuant to the Financial Services Agreement;

“PBOC”
中國人民銀行 (People’s Bank of China);
“PDA”

大連港集團有限公司 (Dalian Port Corporation Limited), the controlling shareholder of the Company and Finance Company and a limited liability company established under the PRC laws;

“PDA Group” PDA and its subsidiaries;
“PRC” or “China”
the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan);
“RMB”
Renminbi yuan, the lawful currency of the PRC;
“Settlement Services”
settlement and clearance services to be provided by Finance Company to the Group pursuant to the Financial Services Agreement;
“SFO”
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Shanghai Stock Exchange”
the Shanghai Stock Exchange;
“Shareholder(s)”
holder(s) of A Shares or H Shares of the Company;
“substantial shareholder(s)”
has the meaning ascribed to it under the Hong Kong Listing Rules; and
“%”

per cent.

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LETTER FROM THE BOARD

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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)

Directors: Executive Director: HUI Kai (Chairman) XU Song SU Chunhua

Registered office: Xingang Commercial Building Dayao Bay Dalian Free Trade Zone PRC

Non-executive Directors: XU Jian ZHANG Zuogang DONG Yanhong Independent Non-executive Directors: WAN Kam To, Peter GUO Yu

Principal place of business in the PRC: Xingang Commercial Building Jingang Road Dalian International Logistic Park Zone Liaoning Province PRC

15 September 2014

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT AND NOTICE OF EGM

A. INTRODUCTION

Reference is made to the announcement of the Company dated 28 August 2014 in relation to, amongst other things, the Financial Services Agreement. The purpose of this circular is to set out, among other things, (i) details of the transactions contemplated under the Financial Services Agreement and the proposed annual caps there under and (ii) details of the EGM.

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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LETTER FROM THE BOARD

B. MAJOR AND CONTINUING CONNECTED TRANSACTIONS – FINANCIAL SERVICES AGREEMENT

1. The Financial Services Agreement

Date

28 August 2014

Parties

(i) the Company; and
(ii) Finance Company

Financial Services

Finance Company shall provide to the Group the following financial services:

(i) depository services in accordance to the rules and regulations prescribed by the PBOC, including current deposit, fixed term deposit, call deposit and agreement deposit;
(ii) loan services including line of credit, bill acceptance, bills discounted, guarantee and other credit services;
(iii) settlement services including payment and clearance services; and
(iv) other financial services within the scope of Financial Company’s license.

Duration of the Financial Services Agreement

The Financial Services Agreement will be effective upon its execution by the contracting parties and subject to both parties having obtained the necessary approval and proper authorizations.

The Financial Services Agreement is valid for one year from 1 January 2015 and to and including 31 December 2015.

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LETTER FROM THE BOARD

Material Terms of the Financial Services Agreement

The material terms of the Financial Services Agreement includes, inter alia, the following:

(i) the interest rate payable by Finance Company to the Group for any deposits should not be lower than the interest rate prescribed by PBOC for comparable deposits; it should also not be lower than interest rate paid by other major commercial banks in the PRC for comparable deposits; and it should not be lower than interest rate paid by Finance Company to any member of the PDA Group (other than any member of the Group) for comparable deposits;
(ii) the daily closing balance of the Group’s deposit with Finance Company should not exceed RMB4.0 billion;
(iii) the daily closing balance of the Group’s loan with Finance Company should not exceed RMB5.0 billion;
(iv) the interest rate for any loan provided by Finance Company to the Group should not be higher than the rate charged by major commercial banks in the PRC for comparable loans; and it should not be higher than the interest payable by any member of the PDA Group (other than any member of the Group) to Finance Company for comparable loans;
(v) the settlement services are provided by Finance Company free of any charge; and
(vi) services fee for other financial services should not be higher than the fee charges by other financial institutions in the PRC for comparable services.

Mutual Undertakings

The Company has made the following undertakings to Finance Company in the Financial Services Agreement:

(i) it will provide accurate, legitimate and complete information and certificate(s) when receiving any services provided under the Financial Services Agreement. The Company will strictly abide the rules governing the usage of Finance Company’s services systems and shall be responsible for safekeeping and the confidentiality of any relevant information and security credentials; and

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LETTER FROM THE BOARD

(ii) it will, during the period within which the Financial Services Agreement remains valid, notify Finance Company of any material changes, including but not limited to, changes in its shareholding structure or control.

Finance Company has made, amongst others, the following undertakings to the Company in the Financial Services Agreement that it will:

(i) provide services to the Group at terms not less favourable than for comparable services provided to PDA or other members of the PDA Group (other than the Group); the terms of any services will also not be less favourable than terms in respect of comparable services provided by other financial institutions;
(ii) ensure that its Financial Operation License (金融許可證) and other permits, approvals and filings were legally obtained and will remain valid and effective;
(iii) ensure the secure operation of its fund settlement and clearance network and protect the safety of funds, control risk exposure, satisfy the withdrawn quests for any deposited funds;
(iv) ensure that it is in strict compliance with the risk monitoring indicators for financial institutions issued by CBRC and that its major regulatory indicators such as gearing ratio, interbank borrowing ratio and liquidity ratio will also comply with the requirements of CBRC; and
(v) provide annual audit reports to the Company and provide other financial reports upon the request of the Company, as well as report its operation condition to the Company. The Company’s auditor is authorized to review and inspect relevant accounting records of Finance Company in connection with fulfillment of requirements of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

Historical Transaction Amounts and Proposed Annual Caps

Finance Company has been providing financial services to the Group since 2012. The following table sets out the historical figures in respect of deposit services, loan services, settlement services provided by Finance Company to the Group for the past years and the approved annual cap for the year of 2014:

	For the year	For the year	For 6 months	Annual caps
	ended	ended	ended	for each of three
	31 December	31 December	30 June	years of 2012,
	2012	2013	2014	2013 and 2014
	(RMB’000)	(RMB’000)	(RMB’000)	(RMB’000)
Deposit services
(maximum daily closing
balance)	1,555,962	1,491,809	2,429,552	4,000,000
Loan services (maximum
daily closing balance)	4,750,000	787,000	125,023	5,000,000
Settlement services and
other financial services	106	101	239	700

The Board has considered and proposed the following caps for the year of 2015 in respect of (i) the maximum daily closing balance of deposits (including accrued interest) placed by the Group with Finance Company; (ii) the maximum daily closing balance of loan provided by Finance Company to the Group (including accrued interest), and (iii) the maximum annual handling fees in connection with Settlement Services and other financial services pursuant to the Financial Services Agreement:

Proposed annual caps

Subject matter

for the year 2015

Basis of determination of the proposed annual caps

Deposit Services

RMB4.0 billion (per day)

The cap for Deposit Services has been determined with reference to a number of factors including:

(i) the historical figures of the maximum daily closing balance of deposit as shown in the table above among which the significant increase of the maximum daily closing balance of deposit for the six months ended 30 June 2014 was due to transfer of a deposit amounting to RMB1 billion from a commercial bank to Finance Company during the said period because of a more favourable interest rate offered by Finance Company;

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LETTER FROM THE BOARD

Proposed annual caps
Subject matter for the year 2015 Basis of determination of the proposed annual caps (ii) the increasing asset and operation scale and the expected amount of cash of the Group available for deposit, in particular, the deposit of proceeds of the expected up to RMB1 billion bonds issuance which has been approved and authorized by the Shareholders at the extraordinary general meeting on 31 July 2014;
(iii) the expected amount of interest income from Finance Company compared with interest income that could otherwise be obtained by placing deposits with other commercial banks;
(iv) the potential financial risks associated with other financial services providers; and
(v) the strategies for treasury management of the Company taking into account the business development plans and the financial needs of the Group.
Loan Services RMB5.0 billion The cap for Loan Services has been determined with reference to a (per day) number of factors including: (i) the historical figures of the maximum daily outstanding balance of loans (including accrued interest and handling fee) for the Loan Services as shown in the table above; and
(ii) Group’s capital needs and Finance Company’s financial ability for providing loan or credit to, and guarantee for the Group.
(iv) the potential financial risks associated with other financial services providers; and

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LETTER FROM THE BOARD

Subject matter

Proposed annual caps for the year 2015

Basis of determination of the proposed annual caps

Aggregate handling fees RMB3,000,000 in connection with the (per year) Settlement Services and other financial services

As the Settlement Services shall be provided free of charge, such proposed cap of RMB3,000,000 is determined in connection with the proposed other financial services (mainly including the entrusted loan services expected to commence in 2015) on an annual basis with reference to:

(i) the historical amounts of handling fees as shown in the table above;
(ii) the market rates of the similar services as promulgated by PBOC and the entrusted loan services which is expected to commence in 2015 and to enable the Company or any other member of the Group to, via Finance Company being entrusted agent, lend money to the other members of the Group so as to better utilize their internal source for funding business; and
(iii) the operation and financial needs of the Group in the coming years.

In view of the above, the Directors consider that the proposed annual caps for the transactions contemplated under the Financial Services Agreement for the year ending 31 December 2015 as stated above are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

Internal control measures in relation to annual caps

To ensure the terms of the particular transactions, including the pricing terms, to be provided to the Company and/or any other member of the Group pursuant to the Finance Services Agreement shall be provided on terms no less favorable to the member of the Group than terms available from independent third parties, the Company has adopted the following rules and internal control mechanism including:

(i) Quotations and agreement negotiation: Before entering into any individual agreement with Finance Company, the Group shall invite several commercial banks to provide quotations or proposals, through which the Group can compare the terms of the agreement (including the pricing terms) offered by at least three independent commercial banks, with the terms offered by Finance Company. The Group will also request Finance Company to provide information about the terms (including the pricing terms) offered by it to PDA and/or its subsidiaries or associates (other than the members of the Group) for comparison purposes; The Group shall then negotiate the terms on the basis that the interest rate available to the Group shall not be lower than the rates generally available on the similar transactions in the market, as well as not be lower than the interest rate prescribed by PBOC for comparable deposits;

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LETTER FROM THE BOARD

(ii) Review by senior management and the executive Director in charge of the Group’s financial management: The Company’s financial department has been assigned to be responsible for formulating the proposal for individual agreement based on the quotations and negotiation mentioned above. The proposal in writing shall be submitted to the senior management and the executive Director who is charge of the Group’s financial management for review and consideration; and
(iii) Approval by the Audit Committee of the Board: The written proposal which has been reviewed by the senior management and the executive Director in charge shall be finally submitted to the Audit Committee of the Board (comprising of one non-executive Director and two independent non-executive Directors) for approval.

To ensure the proposed annual caps for the transactions under the Financial Services Agreement will not be exceeded, a designated continuing connected transaction management team established by the Company back in 2006 in connection with the initial public offering its H Shares in Hong Kong will monitor the transactions under the Financial Services Agreement in accordance with the terms of the agreement and its Connected Transaction Management Rules adopted by the Board in 2006. The Company will also compile report of continuing connected transaction on a quarterly basis, cross-check the actual amounts against the proposed annual caps, and regularly report to the independent non-executive Directors of the Company to ensure the proposed annual caps will not be exceeded.

2. Reasons and Benefits of the Financial Services Agreement

Finance Company has been providing stable and high quality financial services to the members of the Group since 2012. The Directors believe that the renewal of Financial Services pursuant to the Financial Services Agreement will enable the Company to continue to centralize its control and management over the financial resources of the Group, therefore to further improve the utilization and efficiency of fund usage and the Company’s capabilities in fund clearance, financial management and investment. The Directors also consider the entering into the Financial Services Agreement will provide the Group with diversified sources of funding.

Taking into account the major terms of the Financial Services Agreement as disclosed above, the Directors are of the view that the terms of the Financial Services Agreement were arrived upon arm’s length negotiations between the parties, and that the terms of the Financial Services Agreement, in particular the terms for provision of the Deposit Services are on normal commercial or better terms, therefore believe that the terms and the proposed caps for the transactions under the Financial Services Agreement are fair and reasonable and in the best interests of the Group and the shareholders of the Company as a whole.

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LETTER FROM THE BOARD

3. Effects on the earnings and assets and liabilities of the Company

As mentioned in the paragraph headed “Reasons and Benefits of the Financial Services Agreement”, the renewal of Financial Services pursuant to the Financial Services Agreement will enable the Group to continue to centralize its control and management over the financial resources of the Group and attain diversified sources of funding. Therefore, the Directors are of the view that entering into the Financial Services Agreement overall will have a positive impact on the Group’s earnings as a whole. With respect to the Deposits Services under the Financial Services Agreement, the Directors consider it will not have an impact on the assets and liabilities of the Group.

4. Information about the parties

The Group mainly operates in Dalian port in Dalian, Liaoning Province and is principally engaged in the following activities: (i) the provision of terminal and related logistics services for oil products and liquefied chemicals; (ii) the provision of terminal and related logistics services for containers; (iii) automobile terminal and related logistics services and trading business; (iv) ore terminal and related logistics services; (v) general cargo terminal and related logistics services and trading business; (vi) bulk grain terminal and related logistics services and trading business; (vii) passenger and roll-on, roll-off terminal and related logistics services; and (viii) port value-added services and ancillary port operations.

Finance Company is a non-bank finance company jointly established by the Company and its controlling shareholder, PDA in the PRC. Finance Company’s main business scope covers providing various financial services, including depository and loan facilities, credit facilities, clearance and settlement of money and credit references, to the PDA Group.

PDA and the Company hold a 60% and 40% of equity interests of Finance Company, respectively. Finance Company therefore is a connected person of the Company.

5. Hong Kong Listing Rules Implications

Under the Hong Kong Listing Rules, provision of the Deposit Services constitutes a non-exempt continuing connected transaction and is subject to the reporting, annual review, announcement and the independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. Further, provision of Deposit Services constitutes a major transaction under Chapter 14 of the Hong Kong Listing Rules.

The provision of Loan Services to be provided by Finance Company to the Group would amount to financial assistance by a connected person for the benefit of the Group, which are on normal commercial terms or better than those offered from independent third parties for comparable services in the PRC and will not be secured by any assets of the Group (including the deposts to be place by the Group at Finance Company), therefore, such provision of Loan Services is exempt under Rule 14A.90 of the Hong Kong Listing Rules from all reporting, annual review, announcement and independent shareholders’ approval requirements since no security over the assets of the Group granted in respect of the financial assistance.

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LETTER FROM THE BOARD

In respect of the Settlement Services and the other financial services to be provided by Finance Company to the Group, the Company expects that the total annual fees payable by the Group to Finance Company will not exceed RMB3,000,000 for the year of 2015, which will fall within the de minimis threshold set out in Rule 14A.76(1) of the Hong Kong Listing Rules, therefore the provision of the Settlement Services and other financial services by Finance Company to the Group is exempt from the reporting, annual review, announcement and independent shareholders’ approval requirements under the Hong Kong Listing Rules.

Each of Mr. Hui Kai, Mr. Xu Song, Mr. Xu Jian, Mr. Zhang Zuogang and Mr. Dong Yanhong, being a Director who also holds a management position with PDA, has abstained from voting on the board resolution approving the transaction contemplated under the Financial Services Agreement at the board meeting held on 28 August 2014. Save as disclosed above, none of the Directors attending the board meeting has a material interest in the Financial Services Agreement.

The Board has appointed an Independent Board Committee comprising all independent non-executive Directors, namely, Mr. Wan Kam To, Peter and Mr. GUO Yu, each of whom has no material interests in the transactions, to consider and advise the Independent Shareholders on the terms of the Financial Services Agreement and the proposed annual caps in respect of the transactions contemplated thereunder for the year ending 31 December 2015.

The Independent Financial Adviser has also been appointed to advise the Company’s Independent Board Committee and the Independent Shareholders as to whether the terms in respect of the provision of Deposit Services pursuant to the Financial Services Agreement and the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

C. EGM

The EGM is to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 30 October 2014 at 9:00 a.m. to approve, among other things, the resolutions in relation to the Financial Services Agreement, the transactions contemplated thereunder and the proposed annual caps for the year ending 31 December 2015.

Pursuant to Rule 14A.70 of the Hong Kong Listing Rules, any connected person and any shareholder and their associates with a material interest in the Financial Services Agreement are required to abstain from voting on the resolution in respect of the transactions contemplated thereunder at the EGM. Therefore, PDA, the controlling shareholder of the Company, together with its associates is required to abstain from voting at the EGM in respect of resolutions to approve the Financial Services Agreement, the transactions contemplated thereunder and the proposed annual caps for the year ending 31 December 2015.

The notice of EGM is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you are able to attend the EGM, please complete and return the reply slip and the proxy form in accordance with the instructions printed thereon as soon as practicable and in any event no later than 20 days and 24 hours, respectively, before the time designated for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from Monday, 29 September 2014 to Thursday, 30 October 2014 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H Shares register of members as at 29 September 2014 are entitled to attend and vote at the EGM. In order to qualify for attending and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents in respect of transfer of H Shares must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 26 September 2014.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the votes of the Shareholders at the EGM shall be taken by poll.

D. RECOMMENDATIONS

The Independent Board Committee has been appointed to advise the Independent Shareholders in connection with the transactions under the Financial Services Agreement and the proposed relevant annual caps. The Independent Board Committee, having considered the terms of the Financial Services Agreement, and the factors and reasons considered by the Independent Financial Adviser and its opinion as stated in its letter of advice, considers that the transactions contemplated under the Financial Services Agreement and the proposed relevant annual caps for the year ending 31 December 2015 are fair and reasonable so far as the Independent Shareholders are concerned, and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favor of the relevant resolution to be proposed at the EGM in respect of the Financial Services Agreement, the transactions contemplated thereunder and the proposed annual caps for the year ending 31 December 2015.

Given that the Directors (including the independent non-executive Directors whose opinion stated in the letter from the Independent Board Committee to the Independent Shareholders set out on pages 15 to 16 of this circular) are of the view that the Financial Services Agreement was entered into in the ordinary and usual course of business of the Group, and on normal commercial terms, or on terms no less favourable to the Group than terms available from independent third parties, and that the proposed annual caps in respect of the transactions thereunder for the year ending 31 December 2015 are fair and reasonable and in the interests of the Company and its Shareholders as a whole, the Directors recommend that the Independent Shareholders should vote in favor of the ordinary resolution in respect of the Financial Services Agreement, as well as the transactions contemplated thereunder and the proposed annual caps for such transactions for the year ending 31 December 2015.

Yours faithfully, By Order of the Board Hui Kai Chairman

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LETTER FROM INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation, prepared for incorporation in this circular, from the Independent Board Committee to Independent Shareholders regarding the Financial Services Agreement and the proposed annual caps in respect of the transactions thereunder.

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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)

15 September 2014

To the Independent Shareholders

Dear Sir or Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT

We refer to the circular of the Company to its shareholders dated 15 September 2014 (the “ Circular ”), of which this letter forms part. Unless the context requires otherwise, capitalized terms used in this letter will have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Financial Services Agreement, the transactions contemplated thereunder and the proposed annual caps for such transactions for the year ending 31 December 2015 are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. TC Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

Your attention is drawn to the “Letter from the Board” set out on pages 4 to 14 of the Circular, which contain, among other things, details of the Financial Services Agreement and the “Letter from Independent Financial Adviser” set out on pages 17 to 27 of the Circular, which contains its advice in respect of the terms of the Financial Services Agreement, the provision of Deposit Services contemplated thereunder and the proposed annual caps for such transactions for the year ending 31 December 2015.

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”.

– 15 –

LETTER FROM INDEPENDENT BOARD COMMITTEE

As the Independent Board Committee, we have discussed with the management of the Company the reasons for entering into the Financial Services Agreement, the basis upon which the terms of the Financial Services Agreement have been determined and the major factors taken into account by the Company in arriving at the proposed annual caps for the transactions contemplated under the Financial Services Agreement. We have also considered the key factors taken into consideration by the Independent Financial Adviser in forming its opinion regarding the terms of the Financial Services Agreement, the provision of Deposit Services contemplated thereunder and the proposed annual caps for such transactions for the year ending 31 December 2015 as set out in the “Letter from Independent Financial Adviser” set out on pages 17 to 27 of the Circular, which we urge you to read carefully.

Having considered the advice given by the Independent Financial Adviser and key factors in arriving at its advice, we consider that the Financial Services Agreement were entered into in the ordinary and usual course of business of the Group and on normal commercial terms, or on terms no less favourable to the Group than terms available from independent third parties, and the terms of the Financial Services Agreement including the proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. We therefore recommend the Independent Shareholders to vote in favor of the ordinary resolution in respect of the Financial Services Agreement, the transaction contemplated thereunder and the proposed annual caps for such transactions for the year ending 31 December 2015.

Yours faithfully,

For and on behalf of the Independent Board Committee

WAN Kam To, Peter

Independent non-executive Director

GUO Yu

Independent non-executive Director

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter from TC Capital, the Independent Financial Adviser, for the purpose of inclusion in this circular, to the Independent Board Committee and the Independent Shareholders regarding the Financial Services Agreement and the proposed annual caps of such transactions.

==> picture [191 x 59] intentionally omitted <==

15 September 2014

The Independent Board Committee and the Independent Shareholders Dalian Port (PDA) Company Limited

Dear Sir/Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTION FINANCIAL SERVICES AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Financial Services Agreement. Details of the terms of the Financial Services Agreement are set out in the “Letter from the Board” (the “ Board Letter ”) contained in the circular of Dalian Port (PDA) Company Limited (the “ Company ”) dated 15 September 2014 issued to the Shareholders (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular, unless otherwise specified.

Background and terms of Financial Services Agreement are set out in the Board Letter contained in the Circular. Our role as independent financial adviser is to give our opinion as to whether the Deposit Services under the Financial Services Agreement and the transactions contemplated thereunder are in the interests of the Company, on normal commercial terms, fair and reasonable insofar as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

The Finance Company is owned as to 60% and 40% equity interests by PDA, a controlling shareholder of the Company, and the Company, respectively and the Finance Company is therefore a connected person of the Company as defined under Rule 14A.11(1) of the Hong Kong Listing Rules. As such, the Deposit Services under the Financial Services Agreement conducted between the Company and the Finance Company constitute a non-exempt continuing connected transaction for the Company under Chapter 14A of the Hong Kong Listing Rules. As one or more of the applicable percentage ratios for the Deposit Services contemplated under the Financial Services Agreement

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

exceed 5%, such transactions are subject to, among other things, the reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. Further, provision of Deposit Services constitutes a major transaction under Chapter 14 of the Hong Kong Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have considered, among other things, (i) the Financial Services Agreement; (ii) the 2014 interim report and 2013 annual report of the Company; and (iii) other information as set out in the Circular. We have also relied on all relevant information, opinions and facts supplied and represented by the Company, the Directors and the management of the Company. We have assumed that all such information, opinions, facts and representations contained or referred to in the Circular, for which the Company is fully responsible, were true and accurate in all respects as at the date hereof and may be relied upon. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company, and the Company has confirmed that no material facts have been withheld or omitted from the information provided and referred to in the Circular, which would make any statement therein misleading.

We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out independent verification of the information provided by the Directors and the representatives of the Company, nor have we conducted any form of in-depth investigation into the businesses, affairs, operations, financial position or future prospects of the Company, the Group, PDA and the Finance Company, and any of their respective subsidiaries and associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED IN RELATION TO THE DEPOSIT SERVICES UNDER THE FINANCIAL SERVICES AGREEMENT

In formulating our opinions in respect of the Deposit Services under the Financial Services Agreement and the corresponding annual monetary caps, we have taken into consideration the following principal factors and reasons:

1. Background of the Deposit Services of the Financial Services Agreement

The Group mainly operates its business in Dalian port in Dalian, Liaoning Province, the PRC. The principal activities of the Company and the Group are the provision of: (i) terminal and related logistics services for oil products and liquefied chemicals; (ii) terminal and related logistics services for containers; (iii) automobile terminal and related logistics services; (iv) ore terminal and related logistics services; (v) general cargo terminal and related logistics services; (vi) bulk grain terminal and related logistics services; (vii) passenger and roll-on, roll-off terminal and related logistics services; and (viii) port value-added services and ancillary port operations.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

The Finance Company is a joint venture established by PDA and the Company as a non-bank finance company under the direction of the PBOC, with the main business scope of providing various financial services, including depository and loan facilities, credit facilities, clearance and settlement of money and credit references to the PDA Group. PDA and the Company holds 60% and 40% equity interests in the Finance Company, respectively, as at the Latest Practicable Date.

From the information provided by the Company, the Finance Company for the year ended 31 December 2013 recorded revenue amounted to approximately RMB157.4 million, net interest income of approximately RMB122.9 million and net profit of approximately RMB85.6 million. The Finance Company has also complied with the capital ratios requirements in accordance with the regulatory requirements as at 31 July 2014.

The Finance Company has been providing stable and high quality financial services to the members of the Group since 2012. In particular, the Company has advised us that the settlement services provided by the Finance Company have always been up to standard, efficient and safe, which have also been offered free of charge to the Company; the loan services of the Finance Company have demonstrated considerable growth, where the Company also achieved costs saving, thanks to lower borrowing interest rates and other charges. It is the Directors’ belief that the renewal of the Financial Services, including the Deposit Services, pursuant to the Financial Services Agreement will able the Company to continue to centralize its control and management over the financial resources of the Group, therefore to further improve the utilization and efficiency of fund usage and the Company’s capabilities in fund clearance, financial management and investment. We also concur with the Directors’ view that the entering into of the Financial Services Agreement will provide the Group with diversified sources of funds.

Having considered the above factors, namely (i) the financial performance of the Finance Company; (ii) saving settlement and banking costs; (iii) lower interest rate to be charged by Finance Company to the Group for loans; and (iv) a centralized treasury management offered by utilizing the services offered by the Finance Company under the Financial Services Agreement, we concur with the view of the Directors that the entering into of the Financial Services Agreement is in the ordinary and usual course of business of the Company, fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholder as a whole.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

2. Major terms of the Financial Services Agreement

The key terms of the Financial Services Agreement are summarized below:

Date : 28 August 2014

Parties : the Company; and the Finance Company.

Subject matter : The Finance Company shall provide to the Group the following financial services:
(i) depository services in accordance with the rules and regulations prescribed by the PBOC, including current deposit, fixed term deposit, call deposit and agreement deposit;
(ii) loan services including line of credit, bill acceptance; bills discounted; guarantee and other credit services;
(iii) settlement services including payment and clearance services; and
(iv) other financial services within the scope of the Financial Company’s license.
Duration of the : The Financial Services Agreement is valid for a period from Financial 1 January 2015 to and including 31 December 2015. Services Agreement

Material terms

: The material terms of the Financial Services Agreement includes, inter alia , the following:
(i) the interest rate payable by Finance Company to the Group for any deposits should not be lower than the interest rate prescribed by PBOC for comparable deposits; it should also not be lower than interest rate paid by other major commercial banks in the PRC for comparable deposits; and it should not be lower than interest rate paid by Finance Company to any member of the PDA Group (other than any member of the Group) for comparable deposits;
(ii) the daily closing balance of the Group’s deposit with Finance Company should not exceed RMB4.0 billion;

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

(iii) the daily closing balance of the Group’s loan with Finance Company should not exceed RMB5.0 billion;
(iv) the interest rate for any loan provided by Finance Company to the Group should not be higher than the rate charged by major commercial banks in the PRC for comparable loans; and it should not be higher than the interest payable by any member of the PDA Group (other than any member of the Group) to Finance Company for comparable loans;
(v) the settlement services are provided by Finance Company free of any charge; and
(vi) services fee for other financial services should not be higher than the fee charges by other financial institutions in the PRC for comparable services.

As advised by the management of the Company and also from our examination of both agreements, the terms of the Financial Services Agreement do not have material difference in comparison with the previous financial services agreement dated 27 October 2011 entered into between the Company and the preparation committee of Finance Company (the “ Previous Financial Services Agreement ”).

In order to ensure the compliance regarding the connected transactions under the Hong Kong Listing Rules, and in particular for the proposed annual caps for the transactions under the Financial Services Agreement not being exceeded, the Group has internal control measures in place for ensuring the pricing terms will not be less favorable compared to independent third parties. According to the Board Letter, a designated continuing connected transaction management team established by the Company back in 2006 in connection with the initial public offering its H Shares in Hong Kong will monitor the transactions under the Financial Services Agreement. As discussed in the Board Letter, the Company has adopted the following rules and internal control measures:

(i) Quotations and agreement negotiation: Before entering into any individual agreement with Finance Company, the Group shall invite several commercial banks to provide quotations or proposals, through which the Group can compare the terms of the agreement (including the pricing terms) offered by at least three independent commercial banks in the PRC, with the terms offered by Finance Company. The Group will also request Finance Company to provide information about the terms (including the pricing terms) offered by it to PDA and/or its subsidiaries or associates (other than the members of the Group) for comparison purposes; The Group shall then negotiate the terms on the basis that the interest rate available to the Group shall not be lower than the rates generally available on the similar transactions in the market, as well as not be lower than the interest rate prescribed by PBOC for comparable deposits;

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

(ii) Review by senior management and the executive Director in charge of the Group’s financial management: The Company’s financial department has been assigned to be responsible for formulating the proposal for individual agreement based on the quotations and negotiation mentioned above. The proposal in writing shall be submitted to the senior management and the executive Director who is charge of the Group’s financial management for review and consideration; and
(iii) Approval by the Audit Committee of the Board: The written proposal which has been reviewed by the senior management and the executive Director in charge shall be finally submitted to the Audit Committee of the Board (comprising of one non-executive Director and two independent non-executive Directors) for approval.

In addition to the above, we have also obtained and reviewed the Connected Transaction Management Rules (“ CT Rules ”) adopted by the Board initially in 2006 and subsequently updated in 2013. Pursuant to the CT Rules, among others, the management of connected transactions, risk management, safeguards of shareholders and company interests are highlighted and different personnel, including the independent non-executive Directors, within the Group are assigned with responsibilities to ensure the compliance of reporting and regulatory requirements for the connected transactions.

Pricing standards for the Deposit Services of the Financial Services Agreement

Pursuant to the Financial Services Agreement, for the Deposit Services, the interest rate payable by Finance Company to the Group for any deposits should not be lower than the interest prescribed by PBOC for comparable deposits; it should also not be lower than interest rate paid by other major commercial banks in the PRC for comparable deposits; and it should not be lower than interest rate paid by Finance Company to any member of the PDA Group (other than any member of the Group) for comparable deposits.

In assessing the fairness and reasonableness of the pricing standard of the Deposit Services under the Financial Services Agreement, we have considered the following:

According to the Financial Services Agreement, the deposit placed with the Finance Company shall accumulate interest at a rate not less favorable than that offered by independent third parties, not less than the prevailing standard rates published by PBOC, not less than interest rate offered by major commercial banks in the PRC at the relevant time, and not less than the interest rate of the other deposits placed with the Finance Company by the companies of the PDA Group at the relevant time. For reference, the prevailing standard rates published by PBOC as at the Latest Practicable Date are as follows:

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

	Prevailing
Deposit types	interest rate
	(%)
Savings	0.35
Fixed deposit
3 months	2.60
6 months	2.80
1 years	3.00
2 years	3.75
3 years	4.25
5 years	4.75

(Source: PBOC)

Given that (i) the deposit interest rates to be offered by the Finance Company to the Group will not be lower than the interest rates of offered by independent third parties, the PBOC’s benchmark interest rate, or interest rates of major commercial banks in the PRC for similar deposits of similar term; and (ii) the terms of the Deposit Services are materially the same as the those under the Previous Financial Services Agreement, we are of the view that the pricing standard of Deposit Services under the Financial Services Agreement is on normal commercial term, fair and reasonable so far as the Company and the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole.

3. Review of past transactions

We have reviewed the annual reports of the Company for each of the two years ended 31 December 2012 and 2013 and noted that the auditors of the Company, Ernst & young Hua Ming LLP, has confirmed to the Directors that (i) the financial services between the Company and the Finance Company for the respective financial years have been entered into in accordance with the Previous Financial Services Agreement; (ii) the transactions contemplated thereunder have been conducted on normal commercial terms; and (iii) the transactions values have not exceeded the relevant approved annual caps.

4. The annual cap

The table below sets forth the (i) historical aggregate transaction amounts of the Deposit Services under the Previous Financial Services Agreement; (ii) corresponding utilization rates; and (iii) proposed annual monetary caps under the Financial Services Agreement for the year ending 31 December 2015:

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

	For the year	For the year	For the year	For the year
	ended 31	ended 31	ending 31	ending 31
	December	December	December	December
Deposit Services	2012	2013	2014	2015
	(RMB million)	(RMB million)	(RMB million)	(RMB million)
Annual monetary cap	4,000	4,000	4,000	4,000
Actual amount of
transactions	1,556	1,492	2,430	N/A
Utilization rate	38.9%	37.3%	60.8%	N/A

In determining the annual caps for the deposit services, the Directors have considered the following factors:

(i) the historical figures of the maximum daily closing balance of deposit as shown in the table above;
(ii) the increasing asset and operation scale and the expected amount of cash of the Group available for deposit;
(iii) the expected amount of interest income from Finance Company compared with interest income that could otherwise be obtained by placing deposits with other commercial banks;
(iv) the potential financial risks associated with other financial services providers; and
(v) the strategies for treasury management of the Company taking into account the business development plans and the financial needs of the Group.

In assessing the reasonableness and fairness of the proposed annual caps for the Deposit Services, we have discussed with the management of the Company the treasury requirements of the Group and the expected continued growth of the business of the Company. We have also reviewed the latest published financial statements of the Group.

As at 30 June 2014, being the date of which the latest financial statements of the Group were published, the Group has total current assets of approximately RMB4,369.8 million, of which cash at bank and in hand amounted to approximately RMB1997.6 million, accounts receivable amounted to approximately RMB766.0 million. We note that the annual monetary caps proposed for 2015 are slightly more than the double of the Group’s cash at bank and in hand and represented 144.7% of the Group’s cash and bank balances and accounts receivable together as at 30 June 2014, possibly suggesting that the Group may have difficulties in fully utilizing the deposit annual caps. However, we note also that the annual caps represent the maximum closing balance throughout a year, during which the cash and bank balances of the Group may fluctuate considerably from the amount stated in the interim financial statements, which represented only a snapshot

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

of the financial position throughout the half year. We are advised that cash of the Company may also increase whenever the Group conducts external financial activities such as issue of debts or obtain bank borrowings whereby the proceeds would be deposited with the Finance Company. Specifically, it was disclosed in the Company’s circular to the Shareholders dated 13 June 2014 that the Company proposed to issue bonds on the overseas market with an aggregate principal amount of not more than RMB1 billion. The issue of bonds was approved by Shareholders in an extraordinary general meeting held on 31 July 2014. Further, the proposed annual cap for 2015 is the same as the existing annual caps for 2012 to 2014, it is reasonable not to reduce the future annual cap with increasing utilization rate. We have also considered recent financial performance of the Group. As disclosed in the Company’s annual report 2013, the Group’s revenue recorded an increase of 50.3% from approximately RMB4.6 billion for the year ended 31 December 2012 to approximately RMB7.0 billion for the year ended 31 December 2013. The increase was partly attributable to the increase in the Group’s trading business, whose revenue was up by 40.5%. The Group’s net profit also showed a growth, having increased by 13.7% to approximately RMB682.6 million for the year ended 31 December 2013. The improvement in the Group’s financial performance has helped lift the demand for the usage of the deposit services under the Previous Financial Services Agreement. The utilization rate of the annual cap for the half year of 2014 reached 60.8%, compared to 37.3% for the full year of 2013. The increase in the utilization rate is mainly attributable to the Group’s transfer of deposit with an amount of approximately RMB1 billion from another commercial bank to the Finance Company to enjoy more favorable deposit rate.

The Group expected that the gradual global economic recovery and the favorable policies implemented by the PRC government would be beneficial to trade and investment, and hence the Group’s operation and growth. The Group will continue to step in-depth restructuring and development and to bolster product and service innovation, and set up a comprehensive logistics service system, build up an integrated platform for industrial, commerce and trading business, expand the value-added services and to boost operational efficiency, in order to put in place a logistics network covering the northeast region and the Bohai Rim region, and a value-added services system involving near-port industries, trade, finance and information services. Accordingly, the Group expects the business growth will drive its financial activities, as well as the scale of its cash deployment.

In addition, we observe that under the Financial Services Agreement, the Group has the right but not the obligation to place deposit with the Finance Company and it is at its liberty to deposit any amount of sum within the approved annual caps. Taking into account that the deposit interest rates to be offered by the Finance Company to the Group will not be lower than the interest rates of offered by independent third parties, the PBOC’s benchmark interest rate, or interest rates of major commercial banks in the PRC for similar deposits of similar term, it is justifiable to prescribe an annual cap to allow the Group to gain interest should such opportunity arises.

Accordingly, given that (i) the Group’s has been increasing its utilization rate of the deposit annual caps; (ii) the Group’s growing business and improving financial performance; (iii) the Group is neither obliged nor committed to utilize the deposit services of the Finance Company; and (iv) the favorable interest rate offered by the

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

Finance Company to the Group under the Financial Services Agreement, we are of the view that the annual caps for the deposit services under the Financial Services Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

5. Regulatory environment of the Finance Company

As a licensed financial institution in the PRC, the Finance Company is subject to supervision by the PBOC and the CBRC, which carry out regular examinations of the audited financial statements and other relevant materials required to be filed by the Finance Company as well as on-site inspections and interviews with the senior management of the Finance Company. The Finance Company is required to deposit a mandatory proportion of the deposits they have received with the PBOC, and must comply with, among others, the following ratio requirements:

	Regulatory	As at 31 July
	requirements	2014	Compliance
Capital adequacy ratio	≥10.5%	29.2%	Yes
Loans from banks and financial
institutions to total capital	≤100%	–	Yes
Investment in short-term
securities to total capital	≤40%	–	Yes
Investment in long-term
securities to total capital	≤30%	–	Yes
Outstanding amount being
guaranteed to total capital	≤100%	–	Yes
Self-owned assets to total equity	≤20%	0.22%	Yes

We have reviewed the relevant regulations. As shown in the table above, the Finance Company complied with all the ratio requirements as at 31 July 2014. We have been advised by the Directors that to their best knowledge and after making reasonable enquiry, up to the Latest Practicable Date, there is no record of non-compliance with relevant laws, rules or regulations of the PRC on the Finance Company. As shown above, the Finance Company complied with the relevant requirements under the measures and other relevant rules and regulations.

RECOMMENDATION

Having considered the principal factors and reasons as discussed above, we are of the opinion that the entering into of the Financial Services Agreement is in the ordinary and usual course of business of the Company, the terms of the Deposit Services under the Financial Services Agreement are on normal commercial terms, fair and reasonable and in

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

the interests of the Company and the Shareholders as a whole; and the proposed annual monetary caps for the Deposit Services under the Financial Services Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

Accordingly, we would recommend that the Independent Shareholders vote in favor, and we also recommend that the Independent Board Committee advise the Independent Shareholders to vote in favor, of the ordinary resolution to be proposed at the EGM to approve the Financial Services Agreement.

Yours faithfully, For and on behalf of TC Capital Asia Limited Edward Wu Managing Director

Note: Mr. Edward Wu of TC Capital Asia Limited is a responsible officer licensed under the SFO to engage in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities having over 13 years of experience in investment banking and corporate finance.

– 27 –

APPENDIX I

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm to the best of their knowledge and belief that the information contained in this circular is accurate and complete in all material respects and not misleading and deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for each of the years ended 31 December 2011, 2012 and 2013 together with the relevant notes to the financial statements can be found in the respective annual reports of the Company, which have been published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dlport.cn). Please also see below the hyperlinks to the said annual reports:

(i) annual report of the Company for the year ended 31 December 2011(pages 62 to 209) at: http://www.hkexnews.hk/listedco/listconews/SEHK/2011/0426/ LTN20110426182.pdf;
(ii) annual report of the Company for the year ended 31 December 2012 (pages 63 to 217) at: http://www.hkexnews.hk/listedco/listconews/SEHK/2012/0425/ LTN20120425062.pdf; and
(iii) annual report of the Company for the year ended 31 December 2013 (pages 57 to 217) at: http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0424/ LTN20130424249.pdf.

3. STATEMENT OF INDEBTEDNESS

As at the close of business of 31 July 2014, the Group had outstanding borrowings of approximately RMB9,322 million comprising guaranteed bank loans of approximately RMB425million, pledged bank loans of approximately RMB2,113 million, unsecured bank loans of approximately RMB1,346 million, outstanding financial leases of approximately RMB70 million and other guaranteed bonds of approximately RMB5,368million.

Save as disclosed above and apart from intra-group liabilities and normal accounts payable in the ordinary course of business, the Group did not have any other loan capital issued and outstanding or agreed to be issued but unissued, loans, bank overdrafts or other similar indebtedness, financial lease or hire purchase commitment, liabilities under acceptances (other than normal trade bills) or acceptance credits, mortgage, charges, guarantees or other material contingent liabilities as at the close of business on 31 July 2014.

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APPENDIX I

GENERAL INFORMATION

4. WORKING CAPITAL

Taking into account the financial resources available to the Group, the Directors are of the opinion that the Group has sufficient working capital for its present requirements that is for at least the next 12 months from the date of this circular.

5. FINANCIAL AND TRADING PROSPECTS

As disclosed in announcement of the Company dated 27 March 2014 in relation to the annual results of the Group for the year ended 31 December 2013, the Group’s operations achieved sound growth in 2013. During the first half of 2014, the Group’s major business segments performed well. As disclosed in the Company’s announcement of 28 August 2014 of its interim results for the six months ended 30 June 2014, the Group recorded revenue and net profit attributable to owners of the Company of RMB3,298 million and RMB284 million, respectively.

In view of the recovery in domestic economy and the improvement in foreign trade, and the continued support of the PRC central government to the port industries as well as the continued implementation of the initiatives to revitalize the economy of the Group’s hinterland, i.e. northeastern China, and to develop the coastal economic zone of Liaoning province, the Group remains cautiously positive about the trading prospects of the Group for the second half of 2014.

6. DISCLOSURE OF INTERESTS

(a) Interests and short positions of Directors, supervisors and chief executives of the Company in shares, underlying shares and debentures

As at the Latest Practicable Date, as far as the Company was aware, none of the Directors, supervisors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which should be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise should be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rule (the “ Model Code ”).

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APPENDIX I

GENERAL INFORMATION

(b) Interests and short positions of substantial shareholders of the Company in shares, underlying shares and debentures

As at the Latest Practicable Date, so far as is known to the Company, the following persons or entities, other than the Directors, supervisors or chief executive of the Company, had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or as recorded in the register required to be kept by the Company under section 336 of the SFO:

				Approximate	Approximate
				percentage of the	percentage of the
Name of Substantial		Number of		relevant class of	total share
Shareholders	Class of Shares	Shares(1)	Capacity	share capital(2)	capital(3)
Dalian Port Corporation	A Shares	2,408,745,000(L)	Beneficial owner	71.62%	54.42%
Limited(4)
	H Shares	53,000,000 (L)	Beneficial owner	4.98%	1.20%
N.Y.K. Line (Hong	H Shares	114,800,000 (L)	Beneficial owner	10.80%	2.59%
Kong) Limited
N.Y.K. Line Group	H Shares	114,800,000 (L)	Interest of controlled	10.80%	2.59%
(Hong Kong) Limited			corporation
Nippon Yusen	H Shares	114,800,000 (L)	Interest of controlled	10.80%	2.59%
Kabushiki Kaisha			corporation
China Shipping (Hong	H Shares	73,610,000 (L)	Beneficial owner	6.92%	1.66%
Kong) Holdings Co.
Ltd.
China Shipping	H Shares	73,610,000 (L)	Interest of controlled	6.92%	1.66%
Terminal			corporation
Development (Hong
Kong) Company
Limited
China Shipping	H Shares	73,610,000 (L)	Interest of controlled	6.92%	1.66%
(Group) Co., Ltd.			corporation
USB AG	H Shares	72,258,251(L)	Beneficial owner/	6.80%	1.63%
		1,997,647 (S)	Person having a	0.19%	0.05%
			security interest in
			shares/ interest of
			controlled corporation
Segantii Capital	H Shares	53,418,000(L)	Investment manager	5.03%	1.21%
Management Limited

Notes:

(1) (L) – Long position; (S) – Short position; (P) – Lending pool
(2) Number of Shares in the relevant class of share capital of the Company as at the Latest Practicable Date: A Shares – 3,363,400,000; H Shares – 1,062,600,000

– I-3 –

APPENDIX I

GENERAL INFORMATION

(3) Total number of Shares in the share capital of the Company as at the Latest Practicable Date: 4,426,000,000
(4) Each of Mr. Hui Kai, Mr. Xu Song, Mr. Xu Jian, Mr. Zhang Zuogang and Mr. Dong Yanhong, being a Director, also holds a management position with PDA.

Save as disclosed above, as at the Latest Practicable Date, so far as known to the Company, no other person had an interest or short position in the shares of the Company which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company under section 336 of the SFO.

7. COMPETING INTEREST OF DIRECTORS

As at the Latest Practicable Date, the Directors were not aware of any of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

8. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, they were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013, being the date to which the latest published audited consolidated financial statements of the Company were made up.

9. LITIGATION

As at the Latest Practicable Date, to the best knowledge and information of the Directors, none of the members of the Group were engaged in any litigation or claims of material importance and no litigation or claims of material importance were known to the Directors to be pending or threatened against any member of the Group.

10. DIRECTORS’ SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors and supervisors had any existing or proposed service contracts with any member of the Group other than contracts expiring or determinable by the relevant employer within one year without payment of compensation (other than statutory compensation).

11. MATERIAL INTERESTS OF DIRECTORS IN THE GROUP’S ASSETS OR CONTRACTS

As at the Latest Practicable Date, to the best knowledge and information of the Directors, none of the Directors and supervisors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2013, being the date to which the latest published audited accounts of the Company were made up.

– I-4 –

APPENDIX I

GENERAL INFORMATION

As at the Latest Practicable Date, to the best knowledge and information of the Directors, none of the Directors and supervisors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and significant in relation to the business of the Group.

12. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) were entered into by members of the Group within the two years immediately preceding the Latest Practicable Date and are material:

(a) the equity transfer agreement dated 30 October 2012 entered into between the Company and PDA in respect of the transfer of the entire equity interest in 大連港石化有限公司 (Dalian Port Petrochemical Co., Ltd.) by the Company to PDA for a total cash consideration of RMB596 million;
(b) the framework finance lease agreement entered into between the Company and 大連裝備融資租賃有限公司 (Dalian Equipment Finance Lease Company Limited (“ DLEFL ”) on 29 October 2013 in relation to the provision of finance lease by DLEFL to the Group; and
(c) the framework finance lease agreement entered into between the Company and PDA on 17 March 2014 in relation to the provision of finance lease (including leaseback) by PDA and/or its subsidiaries and/or associates to the members of the Group.

13. EXPERTS’ QUALIFICATION AND CONSENTS

The following is the qualification of the experts or professional advisers who have given their opinion or advice contained in this circular:

Name Qualification TC Capital A licensed corporation to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

TC Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/or report, as the case may be, and references to its name and logo in the form and context in which they appear.

As at the Latest Practicable Date, TC Capital did not have any direct or indirect interest in any assets which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2013, the date to which the latest audited financial statements of the Group were made up; and was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

– I-5 –

APPENDIX I

GENERAL INFORMATION

14. GENERAL

(a) The joint company secretaries of the Company are Ms. Gui Yuchan and Mr. Lee Kin Yu Arthur. Mr. Lee is a member of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants.
(b) The registered office of the Company is situated at Xingang Commercial Building, Dayao Bay, Dalian Free Trade Zone, PRC. The principal place of business of the Company in the PRC is at Xingang Commercial Building, Jingang Road, Dalian International Logistic Park Zone, Liaoning Province, PRC.
(c) The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(d) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

15. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Edinburgh Tower, 33/F, The Landmark, 15 Queen’s Road Central, Hong Kong during normal business hours on any business day (i.e., from 9:30 a.m. to 5:00 p.m. on Monday to Friday) for a period of 14 days from the date of this circular:

(a) the articles of association of the Company;
(b) the annual reports of the Company for the three financial years ended 31 December 2011, 2012 and 2013 respectively;
(c) the letter from the Independent Board Committee, the text of which is set out on page 15 to 16 of this circular;
(d) the letter of advice from TC Capital to the Independent Board Committee and Independent Shareholders, the text of which is set out on pages 17 to 27 of this circular;
(e) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix;
(f) the Financial Services Agreement;
(g) the written consent referred to in the paragraph headed “Experts” Qualification and Consent” in this appendix;

– I-6 –

APPENDIX I GENERAL INFORMATION

(h) the circular of the Company dated 7 April 2014 in relation to the framework finance lease agreement between the Company and PDA dated 17 March 2014; and
(i) this circular.

– I-7 –

NOTICE OF EGM

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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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Dalian Port (PDA) Company Limited (the “ Company ”) will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 30 October 2014 at 9:00 a.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 15 September 2014 (the “ Circular* ”).

ORDINARY RESOLUTION

“To consider and approve the Financial Services Agreement, the transactions contemplated thereunder and the related proposed annual caps for the year ending 31 December 2015.”
“To consider and approve the appointment of Mr. Wang Zhifeng as an independent non-executive director of the Company with effect from the conclusion of the EGM, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders.”

By Order of the Board GUI Yuchan LEE Kin Yu, Arthur Joint Company Secretaries

15 September 2014

Notes:

Pursuant to rule 13.39(4) of the Hong Kong Listing Rules, votes of the Shareholders at the EGM shall be taken by poll.
Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy need not be a Shareholder. Shareholders shall have one vote for each Share that they hold.
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”.

– EGM-1 –

NOTICE OF EGM

In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from 29 September 2014 to 30 October 2014 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H Shares register of members as at 29 September 2014 are entitled to attend and vote at the EGM. In order to qualify for attending and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents in respect of transfer of H Shares must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 26 September 2014.

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 EGM 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 EGM or any adjourned meeting should such Shareholders so wish.

Shareholders who intend to attend the EGM in person or by proxy should return the reply slip by hand, by post or by fax to the office of the Board at the address as stated in Note 6 below no later than 20 days before the date of the EGM.

The contact details of the office of the Board are as follows:

26/F Xingang Commercial Building Jingang Road Dalian International Logistic Park Zone Liaoning Province PRC Postal Code: 116601 Telephone No.: 86 411 8759 9899/8759 9901 Facsimile No.: 86 411 8759 9854

Shareholders or their proxies attending the EGM shall be responsible for their own transportation and accommodation expenses.
Mr. Wang Zhifeng’s biographic details are set out in the appendix to this notice.

As at the date of this notice, the Board comprises of:

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

– EGM-2 –

NOTICE OF EGM

APPENDIX – PROFILE OF THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTOR FOR ELECTION

Wang Zhifeng (王志峰) (“Mr. Wang”), aged 59, is currently the senior specialist of assets andliabilities department of the head office of Agricultural Bank of China Limited (the “ Agricultural Bank ”). Mr. Wang also served as the head and the Secretary of the Communist Party Committee of Dalian Branch of the Agricultural Bank, and a supervisor of ABC Financial Leasing Co., Ltd. He graduated from Shenyang Agricultural College with master’s degree in economic management, and is currently a senior economist. Subject to the approval of the Shareholders at the EGM, it is proposed that Mr. Wang shall be appointed as an independent non-executive Director for a term commencing from the date of approval by the Shareholders at the EGM and ending on the date of expiry of the current session of the Board, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders.

Save as disclosed above, as at the date of this notice, Mr. Wang does not currently, nor did he in the past three years, hold other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas. Apart from being proposed to be an independent non-executive Director, Mr. Wang does not hold any other position with the Company or its subsidiaries.

As at the date of this notice, Mr. Wang does not have any relationship with any director, supervisor, senior management or substantial or controlling shareholder of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Securities Futures Ordinance (Chapter 571, Laws of Hong Kong).

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited nor are there any matters that need to be brought to the attention of the Shareholders of the Company in relation to the proposed appointment of Mr. Wang as an independent non-executive Director.

– EGM-3 –

AI assistant

Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2014

50786_rns_2014-09-12_3aec1470-2992-4b5b-b9dc-84e0781e55d4.pdf

Dalian Port (PDA) Company Limited[*] 大連港股份有限公司

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT AND NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

CONTENTS

Dalian Port (PDA) Company Limited[*] 大連港股份有限公司

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT AND NOTICE OF EGM

A. INTRODUCTION

B. MAJOR AND CONTINUING CONNECTED TRANSACTIONS – FINANCIAL SERVICES AGREEMENT

1. The Financial Services Agreement

Mutual Undertakings

Historical Transaction Amounts and Proposed Annual Caps

Proposed annual caps

Subject matter

Basis of determination of the proposed annual caps

Subject matter

Proposed annual caps for the year 2015

Basis of determination of the proposed annual caps

Internal control measures in relation to annual caps

2. Reasons and Benefits of the Financial Services Agreement

3. Effects on the earnings and assets and liabilities of the Company

4. Information about the parties

5. Hong Kong Listing Rules Implications

C. EGM

D. RECOMMENDATIONS

Dalian Port (PDA) Company Limited[*] 大連港股份有限公司

(Stock Code: 2880)

MAJOR AND CONTINUING CONNECTED TRANSACTIONS FINANCIAL SERVICES AGREEMENT

Yours faithfully,

For and on behalf of the Independent Board Committee

WAN Kam To, Peter

GUO Yu

MAJOR AND CONTINUING CONNECTED TRANSACTION FINANCIAL SERVICES AGREEMENT

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED IN RELATION TO THE DEPOSIT SERVICES UNDER THE FINANCIAL SERVICES AGREEMENT

1. Background of the Deposit Services of the Financial Services Agreement

2. Major terms of the Financial Services Agreement

Pricing standards for the Deposit Services of the Financial Services Agreement

3. Review of past transactions

4. The annual cap

5. Regulatory environment of the Finance Company

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. FINANCIAL INFORMATION OF THE GROUP

3. STATEMENT OF INDEBTEDNESS

4. WORKING CAPITAL

5. FINANCIAL AND TRADING PROSPECTS

6. DISCLOSURE OF INTERESTS

(a) Interests and short positions of Directors, supervisors and chief executives of the Company in shares, underlying shares and debentures

(b) Interests and short positions of substantial shareholders of the Company in shares, underlying shares and debentures

7. COMPETING INTEREST OF DIRECTORS

8. MATERIAL ADVERSE CHANGE

9. LITIGATION

10. DIRECTORS’ SERVICE CONTRACT

11. MATERIAL INTERESTS OF DIRECTORS IN THE GROUP’S ASSETS OR CONTRACTS

12. MATERIAL CONTRACTS

13. EXPERTS’ QUALIFICATION AND CONSENTS

14. GENERAL

15. DOCUMENTS AVAILABLE FOR INSPECTION

Dalian Port (PDA) Company Limited[*] 大連港股份有限公司

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

NOTICE OF EGM

APPENDIX – PROFILE OF THE PROPOSED INDEPENDENT NON-EXECUTIVE DIRECTOR FOR ELECTION

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**Dalian Port (PDA) Company Limited[*] 大連港股份有限公司**

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