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Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2021

Jan 11, 2021

50786_rns_2021-01-11_778c4561-7971-4aef-9fa1-b0e56af1c795.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 accompanying revised proxy form to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale 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)

PROPOSED CHANGE OF COMPANY NAME; PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

Capitalized terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise.

A notice convening the EGM to be held at Room 109, Liaoning Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on Wednesday, 27 January 2021 was set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (https://www.hkexnews.hk).

Whether or not you are able to attend the meeting, please complete and return the proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not later than 24 hours before the time designated for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

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

  • For identification purposes only

11 January 2021

CONTENTS

Page
DEFINITION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING. . . . . . . . EGM-1

– i –

DEFINITIONS

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

“Articles of Association” the articles of association of the Company (including its appendixes)

  • “Board” the board of Directors

“Company” Dalian Port (PDA) Company Limited* (大連港股份有限 公司), a joint stock limited company incorporated in the PRC

  • “Director(s)” the directors of the Company

  • “EGM” or “2021 First the 2021 first extraordinary general meeting of the Extraordinary General Company to be held at Room 109, Liaoning Group Meeting” Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on Wednesday, 27 January 2021 to consider and, if thought fit, to approve the resolutions contained in the EGM Notice or any adjournment thereof

  • “EGM Notice” the notice convening the EGM set out on pages EGM-1 to EGM-2 of this circular

  • “Group” the Company and its subsidiaries

  • “HK Dollars” Hong Kong dollar, the lawful currency of Hong Kong

  • “Hong Kong” the Hong Kong Special Administrative Region of the PRC

  • “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shares” ordinary shares in the share capital of the Company “Shareholder(s)” the shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 1 –

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 Directors: Wei Minghui Sun Dequan Qi Yue

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

Non-executive Directors : Cao Dong Yuan Yi Na Danhong

Independent Non-executive Directors : Li Zhiwei Liu Chunyan Law Man Tat

Place of Business in the PRC:

Xingang Commercial Building Jingang Road Dalian International Logistic Park Zone Liaoning Province PRC

11 January 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME; PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND NOTICE OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

A. INTRODUCTION

The purpose of this circular is to provide you with the EGM Notice and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

* The Company is registered as Non-Hong Kong company under Part XI of the previous Hong Kong Companies Ordinance (equivalent to Part 16 of the Hong Kong Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

  • For identification purposes only

– 2 –

LETTER FROM THE BOARD

B. PROPOSED CHANGE OF COMPANY NAME

A special resolution for change of Company name will be proposed at the EGM for consideration and approval by Shareholders.

The Board proposed to change the English name of the Company from “Dalian Port (PDA) Company Limited” to “Liaoning Port Co., Ltd.” and the Chinese name of the Company from “大連港股份有限公司” to “遼寧港口股份有限公司” (the “ Proposed Change of Company Name ”) subject to confirming by the Stock Exchange and relevant PRC authorities.

The Board believes that the Proposed Change of Company Name will better reflect the Company’s business strategy after acquisition of Yingkou Port Liability Co., Ltd. (營口港務股 份有限公司).

The Proposed Change of Company Name is subject to the following conditions:

  • (1) the passing of a special resolution by the Shareholders at the EGM to approve the Proposed Change of Company Name; and

  • (2) any necessary approval of the relevant authorities in the PRC in relation to the Proposed Change of Company Name being obtained.

The relevant filing with the relevant authorities in the PRC will be made after the passing of the relevant resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of completion of the registration of change in Company name with the relevant authorities in the PRC. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and/or financial position. All existing certificates of securities in issue bearing the present name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, new share certificates will be issued only in the new name of the Company. In addition, the stock code for trading in the shares of the Company will not be changed after the Proposed Change of Company Name becomes effective.

– 3 –

LETTER FROM THE BOARD

C. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A special resolution for proposed amendments to the Articles of Associations (the “ Proposed Amendments ”) will be proposed at the EGM for consideration and approval by Shareholders.

Details of the Proposed Amendments are as follows:

Article number Existing article Amended article
Article 1 Article 1 The Articles of Association Article 1 The Articles of Association
are
formulated
in
accordance
with		 are
formulated
in
accordance
with
“The Company Law of the People’s “The Company Law of the People’s
Republic
of
China”
(hereinafter		 Republic
of
China”
(hereinafter
referred to as the “Company Law”), referred to as the “Company Law”),
“The Securities Law of the People’s “The Securities Law of the People’s
Republic
of
China”
(hereinafter		 Republic
of
China”
(hereinafter
referred to as the “Securities Law”), referred to as the “Securities Law”),
“The Mandatory Provisions for the “The Mandatory Provisions for the
Articles of Association of Companies Articles of Association of Companies
Listed Overseas” (hereinafter referred Listed Overseas” (hereinafter referred
to as the “Mandatory Provisions”), to as the “Mandatory Provisions”),
“Special
Regulations
of
the
State		 “Special
Regulations
of
the
State
Council on the Overseas Share Offering Council on the Overseas Share Offering
and
Listing
by
Joint-stock
Limited		 and
Listing
by
Joint-stock
Limited
Liability Companies”, “The Reply of Liability Companies”, “The Reply of
the State Council on the Adjustment of the State Council on the Adjustment of
the Provisions Applicable to the Notice the Provisions Applicable to the Notice
Period of Convening General Meetings Period of Convening General Meetings
of
shareholders
and
Other
Matters		 of
shareholders
and
Other
Matters
Applicable to the Companies Listed Applicable to the Companies Listed
Abroad”,
“Letter
of
Opinions
on		 Abroad”,
“Letter
of
Opinions
on
Supplements
and
Amendments
to		 Supplements
and
Amendments
to
Articles of Association of Companies Articles of Association of Companies
to be Listed in Hong Kong” (hereinafter to be Listed in Hong Kong” (hereinafter
referred to as the “Letter of Opinions”), referred to as the “Letter of Opinions”),
“Guidelines to Articles of Association “Guidelines to Articles of Association
of
Listed
Companies”
(hereinafter		 of
Listed
Companies”
(hereinafter
referred
to
as
the
“Guidelines
to		 referred
to
as
the
“Guidelines
to
Articles of Association”), “Guidance on Articles of Association”), “Guidance on
Establishment of Independent Director Establishment of Independent Director
System
for
Listed
Companies”		 System
for
Listed
Companies”
(hereinafter
referred
to
as
the		 (hereinafter
referred
to
as
the
“Guidance on Independent Director”), “Guidance on Independent Director”),
“Notice on the Standardization of the “Notice on the Standardization of the
Security provided to third parties of Security provided to third parties of
Listed
Companies”
(hereinafter		 Listed
Companies”
(hereinafter
referred to as the “Security provided to referred to as the “Security provided to
third parties”), “Code of Corporate third parties”), “Code of Corporate
Governance for Listed Companies” and Governance for Listed Companies” and
other relevant provisions, with an aim other relevant provisions, with an aim
to safeguard the lawful rights and to safeguard the lawful rights and
interests of the Dalian Port (PDA) interests of the Liaoning Port Co.,
Company Limited (hereinafter referred Ltd. (hereinafter referred to as the
to
as
the
“Company”)
and
its		 “Company”) and its shareholders and
shareholders
and
creditors,
and
to		 creditors,
and
to
standardize
the
standardize
the
organization
and		 organization
and
activities
of
the
activities of the Company. Company.

– 4 –

LETTER FROM THE BOARD

Article number number Existing article Amended article
Article 4 The registered name of the Company is: The registered name of the Company is:
In Chinese: 大連港股份有限公司 In Chinese: 遼寧港口股份有限公司
In
English:
Dalian
Port
(PDA)		 In English: Liaoning Port Co., Ltd.
Company Limited
Appendix to Articles of Association – Rules of Procedure for
Shareholders’ Meetings
Article number Existing article Amended article
Article 1 This rule (hereinafter referred to as “the This rule (hereinafter referred to as “the
Rule”)
is
formulated
in
order
to		 Rule”)
is
formulated
in
order
to
standardize the behavior of Dalian Port standardize the behavior of Liaoning
(PDA) Company Limited (hereinafter Port Co., Ltd. (hereinafter referred to
referred to as “the Company”) and as “the Company”) and guarantee the
guarantee
the
shareholders’
general		 shareholders’
general
meeting
to
meeting to exercise its functions and exercise its functions and powers in
powers
in
accordance
with
“The		 accordance with “The Company Law of
Company Law of the People’s Republic the
People’s
Republic
of
China”
of China” (hereinafter referred to as the (hereinafter
referred
to
as
the
“Company Law”), “The Securities Law “Company Law”), “The Securities Law
of the People’s Republic of China” of the People’s Republic of China”
(hereinafter
referred
to
as
the		 (hereinafter
referred
to
as
the
“Securities Law”), and the Rules of “Securities Law”), and the Rules of
Shareholders’
Meeting
of
Listed		 Shareholders’
Meeting
of
Listed
Companies (hereinafter referred to as Companies (hereinafter referred to as
the “Rules of Shareholders’ Meeting”) the “Rules of Shareholders’ Meeting”)
of
China
Securities
Regulatory		 of
China
Securities
Regulatory
Commission (hereinafter referred to as Commission (hereinafter referred to as
the “CSRC”), the articles of association the “CSRC”), the articles of association
of
Dalian
Port
(PDA)
Company		 ofLiaoning Port Co., Ltd. (hereinafter
Limited (hereinafter referred to as the referred
to
as
the
“Articles
of
“Articles of Association”) and other Association”)
and
other
relevant
relevant regulations. regulations.

– 5 –

LETTER FROM THE BOARD

Appendix to Articles of Association – Rules of Procedure for Board Meetings
Article number Existing article Amended article
Article 1 In order to further standardize the In order to further standardize the
procedure and decision-making process procedure and decision-making process
of board of directors of Dalian Port of board of directors of Liaoning Port
(PDA) Company Limited (hereinafter Co., Ltd. (hereinafter referred to as
referred to as “the Company”) and to “the Company”) and to enable the
enable the directors and the board of directors and the board of directors to
directors to effectively perform their effectively perform their duties and
duties and improve the standardized improve the standardized operation and
operation
and
scientific
decision-		 scientific decision-making ability of
making ability of the board of directors, the board of directors, this rule is
this rule is formulated in accordance formulated in accordance with “The
with
“The
Company
Law
of
the		 Company Law of the People’s Republic
People’s
Republic
of
China”		 of China” (hereinafter referred to as the
(hereinafter
referred
to
as
the		 “Company Law”), “The Securities Law
“Company Law”), “The Securities Law of the People’s Republic of China”
of the People’s Republic of China” (hereinafter
referred
to
as
the
(hereinafter
referred
to
as
the		 “Securities Law”), “Code of Corporate
“Securities Law”), “Code of Corporate Governance for Listed Companies” of
Governance for Listed Companies” of China
Securities
Regulatory
China
Securities
Regulatory		 Commission (hereinafter referred to as
Commission (hereinafter referred to as the
“CSRC”),
“Listing
Rules
of
the
“CSRC”),
“Listing
Rules
of		 Shanghai Stock Exchange” and other
Shanghai Stock Exchange” and other relevant regulations. This rule is an
relevant regulations. This rule is an appendix to the articles of association
appendix to the articles of association of the Company and shall be drafted by
of the Company and shall be drafted by the board of directors and approved by
the board of directors and approved by the general meeting of shareholders.
the general meeting of shareholders.

– 6 –

LETTER FROM THE BOARD

Appendix to Articles of Association – Rules of Procedure for Appendix to Articles of Association – Rules of Procedure for
Board of Supervisors
Article 1 Existing article Amended article
In order to further standardize the In order to further standardize the
procedure and decision-making process procedure and decision-making process
of board of supervisors of Dalian Port of board of supervisors of Liaoning
(PDA) Company Limited (hereinafter Port Co., Ltd. (hereinafter referred to
referred to as “the Company”) and to as “the Company”) and to enable the
enable the supervisors and the board of supervisors
and
the
board
of
supervisors to effectively perform their supervisors to effectively perform their
duties
and
improve
the
corporate		 duties
and
improve
the
corporate
governance structure of the Company, governance structure of the Company,
this rule is formulated in accordance this rule is formulated in accordance
with
“The
Company
Law
of
the		 with
“The
Company
Law
of
the
People’s
Republic
of
China”		 People’s
Republic
of
China”
(hereinafter
referred
to
as
the		 (hereinafter
referred
to
as
the
“Company Law”), “The Securities Law “Company Law”), “The Securities Law
of the People’s Republic of China” of the People’s Republic of China”
(hereinafter
referred
to
as
the		 (hereinafter
referred
to
as
the
“Securities Law”), “Code of Corporate “Securities Law”), “Code of Corporate
Governance for Listed Companies” of Governance for Listed Companies” of
China
Securities
Regulatory		 China
Securities
Regulatory
Commission (hereinafter referred to as Commission (hereinafter referred to as
the
“CSRC”),
“Listing
Rules
of		 the
“CSRC”),
“Listing
Rules
of
Shanghai Stock Exchange” and other Shanghai Stock Exchange” and other
relevant regulations. This rule is an relevant regulations. This rule is an
appendix to the articles of association appendix to the articles of association
of the Company and shall be drafted by of the Company and shall be drafted by
the board of supervisors and approved the board of supervisors and approved
by the general meeting of shareholders. by the general meeting of shareholders.

– 7 –

LETTER FROM THE BOARD

Appendix to Articles of Association – Working System of Appendix to Articles of Association – Working System of
Independent Directors
Article 1 Existing article Amended article
In
order
to
further
improve
the		 In
order
to
further
improve
the
corporate
governance
structure
of		 corporate
governance
structure
of
Dalian Port (PDA) Company Limited Liaoning Port Co., Ltd. (hereinafter
(hereinafter
referred
to
as
“the		 referred to as “the Company”), promote
Company”), promote the standardized the
standardized
operation
of
the
operation
of
the
Company,
and		 Company, and effectively protect the
effectively protect the interests of all interests of all shareholders, especially
shareholders,
especially
minority		 minority shareholders of the Company,
shareholders
of
the
Company,
this		 this working system of independent
working
system
of
independent		 directors (hereinafter referred to as the
directors (hereinafter referred to as the “Provision”) is formulated according to
“Provision”) is formulated according to the
“Guiding
Opinions
on
the
the
“Guiding
Opinions
on
the		 Establishment of Independent Director
Establishment of Independent Director System
in
Listed
Companies”
System
in
Listed
Companies”		 (hereinafter referred to as “the Guiding
(hereinafter referred to as “the Guiding Opinions”),
“Code
of
Corporate
Opinions”),
“Code
of
Corporate		 Governance for Listed Companies” and
Governance for Listed Companies” and “Provisions
on
Strengthening
the
“Provisions
on
Strengthening
the		 Protection of the Rights and Interests of
Protection of the Rights and Interests of the
Public
Shareholders”
of
China
the
Public
Shareholders
”of
China		 Securities
Regulatory
Commission
Securities
Regulatory
Commission		 (hereinafter referred to as the “CSRC”),
(hereinafter referred to as the “CSRC”), “Listing
Rules
of
Shanghai
Stock
“Listing
Rules
of
Shanghai
Stock		 Exchange” and other laws, regulations,
Exchange” and other laws, regulations, relevant
regulatory
documents
and
relevant
regulatory
documents
and		 articles of association of the Company.
articles of association of the Company.

Save for the Proposed Amendments, content of other provisions of the Articles of Association remain unchanged. The Proposed Amendments are subject to the approval by the Shareholders by way of a special resolution at the EGM. In addition, the Proposed Amendments are subject to and conditional upon the passing of the Proposed Change of Company Name.

– 8 –

LETTER FROM THE BOARD

D. EGM

The EGM is to be held at 9:00 a.m. on Wednesday, 27 January 2021 at Room 109, Liaoning Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC, at which resolutions will be proposed to consider and, if thought fit, to approve the Proposed Change of Company Name and Proposed Amendments.

As at the date of this circular, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the resolutions at the EGM.

The proxy form of the EGM is also enclosed in this circular.

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 Friday, 22 January 2021 to Wednesday, 27 January 2021 (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 on Wednesday, 27 January 2021 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 Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 21 January 2021.

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.

E. RECOMMENDATION

The Board considers that the proposed resolutions in relation to the Proposed Change of Company Name and Proposed Amendments at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolutions at the EGM.

Yours faithfully, By Order of the Board Dalian Port (PDA) Company Limited * WANG Huiying LEE, Kin Yu Arthur

Joint Company Secretaries

* For identification purposes only

– 9 –

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

==> picture [101 x 64] intentionally omitted <==

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 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (the “ EGM ”) of Dalian Port (PDA) Company Limited (the “ Company ”) will be held on Wednesday, 27 January 2021 at 9:00 a.m. at Room 109, Liaoning Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions. Unless otherwise defined, capitalised terms used herein shall have the same meaning as ascribed to them in the circular of the Company dated 11 January 2021 (the “ Circular ”)

AS SPECIAL RESOLUTIONS

  1. To consider and approve the Proposed Change of Company Name as set out in the Circular.

  2. Conditional upon the passing of the special resolution numbered 1, to consider and approve the Proposed Amendments as set out in the Circular.

By Order of the Board Dalian Port (PDA) Company Limited * WANG Huiying LEE, Kin Yu Arthur Joint Company Secretaries

Dalian City, Liaoning Province, the PRC 11 January 2021

* The Company is registered as Non-Hong Kong company under Part XI of the previous Hong Kong Companies Ordinance (equivalent to Part 16 of the Hong Kong Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

  • For identification purposes only

– EGM-1 –

NOTICE OF 2021 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

  1. The details in respect of the abovementioned special resolutions are set out in the Circular.

  2. 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.

  3. In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share registers of members of the Company shall be closed from Friday, 22 January 2021 to Wednesday, 27 January 2021 (both days inclusive), during which no transfer of H Shares will be registered. Holders of H Share whose names appear on the registers of members on Wednesday, 27 January 2021 are entitled to attend the EGM. In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 21 January 2021.

  4. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

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

  6. 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 8729 Facsimile No.: 86 411 8759 9854

  1. The meeting is expected to be concluded within a day. Shareholders (in person or by proxy) attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce the identity documents.

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

Executive Directors: WEI Minghui, SUN Dequan and QI Yue Non-executive Directors: CAO Dong, YUAN Yi and NA Danhong Independent non-executive Directors: LI Zhiwei, LIU Chunyan and LAW Man Tat

– EGM-2 –

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