1. Healthcare

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)
RESIGNATION OF DIRECTORS AND MEMBER OF AUDIT COMMITTEE
AND
NOMINATION OF DIRECTOR CANDIDATES
The Board hereby announces that Mr. Zhang Zuogang has resigned as a
non-executive director of the Company and also ceased to be a member of the Audit
Committee and the Financial Management Committee of the Board with effect from
30 January 2015. The Board also hereby announces that Ms. Su Chunhua has resigned
as an executive director and the Chief Accountant of the Company and ceased to be a
member of the Financial Management Committee of the Board with effect from 30
January 2015.
The Board further announces that Mr. Sun Benye, Mr. Yin Shihui and Mr. Sun Xiyun
have been nominated for election as an executive director, a non-executive director
and an independent non-executive director of the Company respectively at the EGM
to be held by the end of March 2015.
Following the cessation of Mr. Zhang Zuogang to act as a member of the Audit
Committee on 30 January 2015, the total number of the members of the Audit
Committee of the Board has been reduced from three to two, falling below the
minimum requirement under Rule 3.21 of the Listing Rules. The Board will fill the
vacancy in accordance with the requirements of the Listing Rules once the above
mentioned candidates are elected as director of the Company at the forcoming
extraordinary general meeting of the Company(the “EGM”).
RESIGNATION OF DIRECTORS
The board of directors (the “Board”) of Dalian Port (PDA) Company Limited (the
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“Company”) hereby announces that Mr. Zhang Zuogang (“Mr. Zhang”) has resigned
as a non-executive director of the Company and also ceased to be a member of the
Audit Committee and the Financial Management Committee of the Board with effect
from 30 January 2015 due to his commitment to other word,.The Board hereby also
announces that Ms. Su Chunhua (“Ms. Su”) has resigned as an executive director and
the Chief Accountant of the Company and ceased to acted as a member of the
Financial Management Committee of the Board due to her commitment to other work
with effect from 30 January 2015.
Each of Mr. Zhang and Ms. Su has confirmed that he/she has no disagreement with
the Board and there is no matter relating to his/her resignation that needs to be
brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to express its sincere appreciation to Mr.
Zhang and Ms. Su for their contributions to the Company in the past.
NOMINATION OF DIRECTOR CANDIDATES
The Board further announces that Mr. Sun Benye, Mr. Yin Shihui and Mr. Sun Xiyun
have been nominated for election as an executive director, a non-executive director
and an independent non-executive director of the Company respectively.
Biographical details of the above director candidates are set out as follows:
Executive Director
Mr. Sun Benye (孫本業先生), aged 48, Chinese national. He is currently the general
manager of Dalian Changxing Island Port Investment Development Co., Ltd. Mr. Sun
joined the Port of Dalian Authority (currently known as Dalian Port Corporation
Limited (“PDA”)) in 1989. He held the positions of the deputy head (deputy
commissioner) of the organization division (human resources department) of the Party
Committee of Port of Dalian Authority, the head of Party Committee office of Port of
Dalian Authority, the head of general office and Party Committee office of Port of
Dalian Authority, the head of general office of PDA, the party secretary and secretary
to disciplinary committee of Dalian Port Dalian Bay Stevedoring Company, the
manager of Dalian Port Railway Company, the chief of Corporate Development
Department of PDA, the deputy chief economist and the chief of Corporate
Development Department of PDA, the chief of Corporate Management Department of
the Company. Mr. Sun obtained a master’s degree in business administration from
Dongbei University of Finance and Economics. He is a senior specialist in political.
Non-Executive Director
Mr. Yin Shihui (尹世輝先生), aged 46, Chinese national. He is currently the deputy
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general manager and chief security of PDA. Mr.Yin joined the Port of Dalian
Authority in 1992 and acted as an assistant director and deputy director of the
department of operations. He was also the deputy manager, manager, party secretary
and secretary for discipline inspection of Dalian Port Xianglujiao Stevedoring
Company, director of operation department of PDA, the general manager and party
secretary of Dalian Port General Cargo Terminals Company, and an assistant to the
general manager and deputy chief accountant of PDA. Mr. Yin graduated from
Renmin University of China with a bachelor’s degree in Law. He is a senior specialist
in logistics.
Independent Non-Executive Director
Mr. Sun Xiyun (孫喜運先生), aged 64, Chinese national. Mr. Sun is the former party
secretary of Dalian Locomotive & Rolling Stock Factory Co., Ltd (大連機車車輛廠
（有限公司）), and was the chairman, general manager, party secretary of Dalian
Locomotive & Rolling Stock Co., Ltd. (大連機車車輛有限公司) and the president
assistant at the headquarters of China CNR Corporation (中国北車集團). He is
currently the vice-president of association for science and technology of China CNR
Corporation. Mr. Sun holds an EMBA from the Faculty of Management and
Economics of Dalian University of Technology and is a senior engineer at the
professor level.
Subject to the approval of the shareholders on their appointment at the EGM, the
Company will enter into a service contract with each of them respectively, and the
length of service shall be from the date of approval by the shareholders at the EGM
and ending on the expiry date of the current session of the Board. It has been proposed
that Mr. Sun Benye’s annual remuneration as an executive director shall be authorized
by the shareholders of the Company to the Board to determine. No remuneration shall be
paid to Mr. Yin Shihui for his acting as a non-executive director of the Company. Mr. Sun
Xiyun’s annual remuneration shall be determined in accordance with the remuneration
standards for independent directors approved by the shareholders.
Other than disclosed above, none of the above candidates currently holds, nor did them in
the past three years, hold any directorships in any listed companies. They do not have
any relationships with any director, supervisor, senior management or substantial or
controlling shareholders of the Company. As at the date of this announcement they do
not have any interests in the securities of the Company within the meaning of Part XV
of the Securities and Futures Ordinance (Chapter 571 of the 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 on The
Stock Exchange of Hong Kong Limited (the “Listing Rules”) 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 the above director candidates.
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A notice for convening the EGM in relation to, among other things, the proposed
appointment of Mr. Sun Benye, Mr. Yin Shihui and Mr. Sun Xiyun as directors of the
Company will be dispatched to the shareholders as soon as practicable in accordance
with the requirements of the Articles of Association of the Company and the Listing
Rules.
Following Mr. Zhang Zuogang’s resignation and cessation of acting as a member of
the Audit Committee of the Board on 30 January 2015, the total number of the
members of the Audit Committee has been reduced from three to two, falling below
the minimum requirement under Rule 3.21 of the Listing Rules. The Board will fill
the vacancy in accordance with the requirements the Listing Rules once the above
mentioned candidates are elected as director of the Company at the EGM.
By order of the Board
GUI Yuchan LEE, Kin Yu Arthur
Joint Company Secretaries
Dalian City, Liaoning Province, the PRC
30 January 2015
As at the date of this announcement, the Directors of the Company are:
Executive directors: HUI Kai and XU Song
Non-executive directors: XU Jian and DONG Yanhong
Independent non-executive directors: WAN Kam To, Peter, GUO Yu and WANG Zhifeng
*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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