Dalian Port (PDA) Company Limited*

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Dalian Port (PDA) Company Limited* (a sino-foreign joint stock limited company incorporated in the People s Republic of China) (Stock Code: 2880) ANNOUNCEMENT PROPOSED RESTRUCTURING This announcement is made by the Company pursuant to the Inside Information Provisions under Part XIVA of the SFO and Rule 13.09(2)(a) of the Listing Rules. PROPOSED RESTRUCTURING On 20 December 2017, the Company was informed by PDA that Dalian SASAC has entered into the DL Share Transfer Agreement with, pursuant to which, Dalian SASAC has agreed to transfer equity interests in PDA to at nil consideration; and Yingkou SASAC has entered into the YK Share Transfer Agreement with Gang Hang Development, pursuant to which, Yingkou SASAC has agreed to transfer equity interests in YKP to at nil consideration. The accounting reference date for the Proposed Restructuring is 31 December The aim of the Proposed Restructuring is to consolidate the port operations in Liaoning Province. As at the date of this announcement, PDA directly holds 5,310,255,162 A Shares and 722,166,000 H Shares of the Company, representing approximately 46.78% of the total issued Shares of the Company. Dalian SASAC directly holds equity interests in PDA. Gangwan Financial Holding directly holds 68,309,590 A Shares of the Company, representing approximately 0.53% of the total issued Shares of the Company. YKP directly holds equity interests in Gangwan Financial Holding. Yingkou SASAC directly holds equity interests in YKP. Immediately after completion of the Proposed Restructuring,, a whollyowned subsidiary of Liaoning SASAC, will directly hold equity interests in PDA. PDA will continue to hold 5,310,255,162 A Shares and 722,166,000 H Shares of the Company, representing approximately 46.78% of the total issued Shares of the Company. Gang Hang Development will directly hold equity interests in YKP. YKP will continue to hold equity interests in Gangwan Financial Holding. Gangwan Financial Holding will continue to hold 68,309,590 A Shares of the Company, representing approximately 0.53% of the total issued Shares of the Company. Accordingly, will indirectly hold an aggregate of approximately 47.31% of the total issued Shares of the Company. 1

2 The simplified shareholding structures of the Company before and immediately after completion of the Proposed Restructuring are set out below: Before the Proposed Restructuring PRC Government (through Liaoning SASAC) Yingkou City Government (through Yingkou SASAC) Dalian City Government (through Dalian SASAC) YKP PDA 46.78% Gangwan Financial Holding 0.53% The Company Immediately after completion of the Proposed Restructuring PRC Government (through Liaoning SASAC) Yingkou City Government (through Yingkou SASAC) Dalian City Government (through Dalian SASAC) PDA YKP 46.78% The Company 0.53% Gangwan Financial Holding 2

3 IMPLICATIONS UNDER RELEVANT RULES The Proposed Restructuring may lead to a general offer for the Shares of the Company under the relevant requirements of the PRC laws and the Takeovers Code unless otherwise waived by the CSRC and the SFC. The Company has been informed by PDA that will (i) apply to the SFC for a waiver pursuant to Note 6(a) to Rule 26.1 of the Takeovers Code to dispense with its obligation to make a general offer for the Shares of the Company (other than those already owned or to be owned by and parties acting in concert with it) which may arise as a result of the Proposed Restructuring, and (ii) apply to the CSRC for a waiver from making a mandatory general offer for the Shares of the Company. The Company has also been informed that no application has been made by to the SFC or the CSRC as at the date of this announcement, but will make such application as soon as possible. The completion of the Proposed Restructuring will be subject to the obtaining of the waivers to be granted by the SFC and the CSRC. Such conditions precedent are not waivable by the parties to the relevant agreements in respect of the Proposed Restructuring. The Proposed Restructuring under the relevant agreements will not proceed if the aforementioned waivers are not obtained by Gang Hang Development. COMPLIANCE WITH THE LISTING RULES AND TAKEOVERS CODE The Company will make further announcement(s) with regards to the progress of the Proposed Restructuring as and when required under the Takeovers Code and/or the Listing Rules. DEFINITIONS In this announcement, unless the context otherwise requires, the following words and expressions shall have the meaning ascribed to them below: Board Company CSRC Dalian SASAC Director(s) DL Share Transfer Agreement the board of directors of the Company Dalian Port (PDA) Company Limited* ( ), a joint stock limited company incorporated in the PRC the China Securities Regulatory Commission ( ) State-owned Assets Supervision and Administration Commission of the People s Government of Dalian the director(s) of the Company a share transfer agreement dated 20 December 2017 entered between Dalian SASAC and, pursuant to which Dalian SASAC has agreed to transfer equity interests in PDA to Gang Hang Development at nil consideration 3

4 Gang Hang Development Gangwan Financial Holding Group Hong Kong Liaoning SASAC Listing Rules PDA PRC Proposed Restructuring SFC SFO Share Shareholder(s) Stock Exchange Takeovers Code Yingkou SASAC Liaoning North East Asia Co., Ltd.* ( ), a wholly-owned subsidiary of Liaoning SASAC Liaoning Gangwan Financial Holding Group Co., Ltd.* ( ), a wholly-owned subsidiary of YKP the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC State-owned Assets Supervision and Administration Commission of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Dalian Port Corporation Limited* ( ), a limited liability company established in the PRC on 30 April 2003 which is wholly-owned by the Dalian SASAC, and the controlling shareholder of the Company the People s Republic of China the proposed transfer of equity interests of PDA held by Dalian SASAC and equity interests of YKP held by Yingkou SASAC to the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance of Hong Kong share(s) of the Company the holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited the Code on Takeovers and Mergers as amended from time to time and administered by the SFC State-owned Assets Supervision and Administration Commission of the People s Government of Yingkou 4

5 YK Share Transfer Agreement YKP a share transfer agreement dated 20 December 2017 entered between Yingkou SASAC and, pursuant to which Yingkou SASAC has agreed to transfer equity interests in YKP to at nil consideration Ying Kou Port Group Corporation* ( ), a limited liability company established in the PRC on 17 April 2003 which is wholly-owned by the Yingkou SASAC, and the controlling shareholder of Gangwan Financial Holding % per cent By Order of the Board Dalian Port (PDA) Company Limited* WANG Jilu LEE, Kin Yu Arthur Joint Company Secretaries Dalian City, Liaoning Province, the PRC 20 December 2017 As at the date of this announcement, the Board comprises: Executive Directors: ZHANG Yiming and WEI Minghui Non-executive Directors: BAI Jingtao, XU Song, ZHENG Shaoping and YIN Shihui Independent non-executive Directors: WANG Zhifeng, SUN Xiyun and LAW Man Tat * 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. * for identification purposes only The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. 5