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

Apr 7, 2014

50786_rns_2014-04-07_71f10082-11a3-4486-be54-c5afed6ee588.pdf

Proxy Solicitation & Information Statement

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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)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 23 MAY 2014

I/We[1]

of (address)

being the shareholder(s) of Dalian Port (PDA) Company Limited (the “ Company ”) holding H Shares[2] , hereby appoint the chairman of the meeting or[3] as my/our proxy to attend and vote for and on my/our behalf in respect of the resolution set out in the notice of the Extraordinary General Meeting (“ EGM ”) at 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 at 10:00 a.m. on Friday, 23 May 2014 or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

ORDINARY RESOLUTION
FOR4
AGAINST4
ABSTAIN4
1.
To consider and approve the Finance Lease Agreement, the
continuing connected transactions contemplated thereunder
and the related proposed annual caps for each of the five
years ending 31 December 2014, 2015, 2016, 2017 and 2018,
and authorization for any one of the Directors to take such
steps as he/she may consider are of administrative nature
and ancillary to the implementation of the agreement.

Dated this day of 2014 Signature(s)[5]

Notes:

  1. Full name(s) (in Chinese or English) and address(es) as shown in the register of members of the Company to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all shares of the Company registered in your name(s).

  3. If you wish to appoint any person other than the chairman of the EGM as your proxy, please delete the words “the chairman of the meeting or” and insert the name and address of the proxy you duly appointed. Any member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/their behalf. A proxy needs not be a member of the Company. Any alterations made in this proxy form should be initialled by the person who signs it.

  4. IMPORTANT: Please indicate with a “✔” in the appropriate box under the column marked “For” if you wish to vote in favour of a resolution. Please indicate with a “✔” in the appropriate box under the column marked “Against” if you wish to vote against a resolution. Please indicate with a “✔” in the appropriate box under the column marked “Abstain” if you wish to abstain from voting on a resolution. Failure to tick the box will entitle your proxy to cast your vote at his discretion. The proxy is also entitled to vote at his discretion on any other resolutions duly submitted to the EGM in addition to that set out in the notice of EGM.

  5. This proxy form must be signed by you or your attorney duly authorized in writing, or under the common seal or under the hand of a director or a duly authorized attorney in case of a corporation. If the proxy form is signed by an attorney, the power of attorney or other authorization document giving such authorization shall be notarized.

  6. In cases of joint holders of a share, any one of such holders is entitled to vote at the EGM, by himself or by proxy, as if he is the only one entitled to do so among the joint holders. However, only the vote of the person whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the meeting personally or by proxy.

  7. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorization documents (if any) must be deposited, not less than 24 hours before the time appointed for holding the EGM or any of its adjournments (as the case may be) at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

  8. Completion and return of this proxy form will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should such shareholders so wish.

    1. The EGM is expected to last for half a day. Shareholders attending the EGM shall be responsible for their own transportation and accommodation expenses.
  9. 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”.