Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2006

Oct 16, 2006

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Dalian Port (PDA) Company Limited 大連港股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2880)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 1 DECEMBER 2006

I/We[1] of

(address)

being the shareholder(s) of Dalian Port (PDA) Company Limited (the “Company”) holding

H Shares/Domestic Shares[2] , hereby appoint the Chairman of the Meeting or[3]

of

(address)

as my/our proxy to attend and vote for and on my/our behalf in respect of the resolutions set out in the notice of the Extraordinary General Meeting (“EGM”) at the EGM of the Company to be held at 10:00 a.m. on 1 December 2006 at Room 2401, Times Building, No. 7 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC, or at any adjournment thereof as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

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----- Start of picture text ----- SPECIAL RESOLUTIONS FOR [4] AGAINST [4] ABSTAIN [4]1. To consider and approve the conversion of the Company into a sino-foreign joint stock limited company and related amendments to theArticles of Association of the Company.2. To approve the grant to the board of directors a general mandate toissue, allot and deal with additional Domestic Shares and/or H Sharesnot to exceed 20% of the aggregate nominal amount of the DomesticShares and/or H Shares, respectively in issue of the Company, and toauthorise the board of directors to make such amendments to theArticles of Association as it thinks fit so as to reflect the new capitalstructure after allotment or issue of additional Shares.----- End of picture text -----

Dated this day of 2006. Signature(s)

Notes:

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

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s). Please also delete the class of shares inapplicable (Domestic Share or H Share).

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 Meeting is entitled to appoint one or more proxies to attend and vote on his 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. Please indicate with a “ ” in the appropriate box under the column marked “Abstain” if you wish to abstain from voting in respect of a resolution. If no direction is given, the proxy is entitled to vote or abstain as he thinks fit. Unless otherwise directed in the proxy form, the proxy is also entitled to vote as he thinks fit for any resolution duly submitted to the Meeting in addition to those set out in the notice of EGM.

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

6. In cases of joint holders of a share, any one of such holders is entitled to vote at the Meeting, 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 notarized copy of the power of attorney or other authorisation documents (if any) must be deposited, not less than 24 hours before the time appointed for holding the Meeting or any of its adjournments (as the case may be) at the office of the Board of Directors at Room 2208, Times Building, No. 7 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC for Domestic Shareholders, or at the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for H Shareholders.

8. The EGM is expected to last for half a day. Shareholders attending the EGM shall be responsible of their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM must produce their identification documents.