and大连中石油国际事业有限公司

大連港股份有限公司Dalian Port (PDA) Company Limited*(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)(Stock Code: 2880)ANNOUNCEMENTThis announcement is made pursuant to Rule 13.09 of the Listing Rules.Reference is made to the announcement made by the Company on 24 August 2007. The Board is pleased to announce that on 22 August 2008, the Company entered into the Investment Agreement with an independent third party, 大连中石油国际事业有限公司 (PetroChina International Dalian Co., Ltd.) for the establishment of a joint venture company with limited liability to develop, construct and operate an oil terminal with a designed berthing capacity of 300,000 tonnes of crude oil at Xingang in Dalian, Liaoning Province, the PRC.Shareholders of the Company and public investors are advised to exercise caution when dealing in the shares of the Company.Reference is made to the announcement made by the Company on 24 August 2007. The board of directors (the “Board”) of Dalian Port (PDA) Company Limited (the “Company”) is pleased to announce that on 22 August 2008, the Company entered into the Investment Agreement for the establishment of 大连港中石油国际码头有限公司 (Dalian Port PetroChina International Terminal Co., Ltd., the “JV”) with an independent third party, 大连中石油国际事业有限公司 (PetroChina International Dalian Co., Ltd.) for the development, construction and operation of an oil terminal with a designed berthing capacity of 300,000 tonnes of crude oil at Xingang in Dalian, Liaoning Province, the People’s Republic of China (the “PRC”).To the best of the knowledge, information and belief of the Board, having made all reasonable enquiry, 大连中石油国际事业有限公司 (PetroChina International Dalian Co., Ltd.) (a limited liability company incorporated under PRC laws) is not a connected person (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Ltd. (the “Listing Rules”)) of the Company. INVESTMENT AGREEMENTThe principal terms of the Investment Agreement are set forth below:Date: 22 August 2008Parties: The Company and大连中石油国际事业有限公司(PetroChina International Dalian Co., Ltd.) Purpose: To establish of a joint venture company withlimited liability to develop, construct and operatean oil terminal with a designed berthing capacityof 300,000 tonnes of crude oil at Xingang inDalian, Liaoning Province, the PRC.Name of the JV: 大连港中石油国际码头有限公司(Dalian PortPetroChina International Terminal Co., Ltd.)The name of the JV is subject to the approval of therelevant State Administration for Industry andCommerce.Place of incorporation: The PRCEquity interests: The equity interests in the JV to be held by the JVparties are:The Company: 50%大连中石油国际事业有限公司 (PetroChinaInternational Dalian Co., Ltd.): 50%Registered capital : The registered capital of the JV is RMB 250million, 50% of which shall be contributed by theCompany.Scope of business: To develop, construct and operate oil terminals andrelated businesses, including oil loading/unloading,transshipment and oil-terminal related consultancyservices (subject to the approval of the relevant StateAdministration for Industry and Commerce).Board of directors: The board of the JV shall consist of six directors.The Company and 大连中石油国际事业有限公司(PetroChina International Dalian Co., Ltd.) shallnominate 3 directors, respectively. The chairman andthe vice chairman will be respectively nominated bythe Company and 大连中石油国际事业有限公司(PetroChina International Dalian Co., Ltd.) in turn. Term: 50 years from the date of issue of the businesslicense of the JVThe articles of association of the JV were signed by Company and 大连中石油国际事业有限公司 (PetroChina International Dalian Co., Ltd.) at the same time as the Investment Agreement. The JV is expected to be established around the end of September 2008.REASONS FOR INVESTING IN THE JOINT VENTURE大连中石油国际事业有限公司 (PetroChina International Dalian Co., Ltd.) is a subsidiary of 中国石油国际事业有限公司 (PetroChina International Co., Ltd.) which in turn is a subsidiary of 中国石油天然气股份有限公司（PetroChina Company Limited, “PetroChina”）. PetroChina is one of the Company’s major customers in terms of the oil terminal business.The directors of the Board are of the view that cooperation with PetroChina by setting up the JV with大连中石油国际事业有限公司(PetroChina International Dalian Co., Ltd.) will help increase the volume of PetroChina’s crude oil handled by the Company’s oil terminals and strengthen the position of the Company’s oil terminals as PetroChina’s oil transshipment base in Northern China. This will enhance the Company’s ability to maintain a stable rate of oil throughput growth. The commencement of operation of the JV’s new terminal will also allow the Group to provide efficient services in oil handling business for oil import or oil transshipment and to satisfy the market demand in order to maximize the Company’s profits. The directors of the Board consider that the entering into the Investment Agreement is in the interests of the Company and its shareholders as a whole.Shareholders of the Company and public investors are advised to exercise caution when dealing in the shares of the Company.Save for the matter disclosed in this announcement, the Board confirms that there are no negotiations or agreements relating to intended transactions which are discloseable under Chapters 14 and 14A of the Listing Rules, nor is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.By Order of the Board of DirectorsMA Jinru LEE, Kin Yu ArthurJoint Company Secretaries Dalian City, Liaoning Province, the PRC22 August 2008As at the date of this announcement, the Directors are:Executive Directors: SUN Hong, ZHANG Fengge, JIANG Luning and SU Chunhua Non-executive Directors: LU Jianmin and XU JianIndependent Non-executive Directors: WANG Zuwen, ZHANG Xianzhi and NG Ming Wah, Charles* The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under the English name “Dalian Port (PDA) Company Limited”.。