Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2008

Dec 8, 2008

IMPORTANT

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, 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 form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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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)

PROPOSED ISSUE OF BONDS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2009

A notice convening the extraordinary general meeting of the shareholders of Dalian Port (PDA) Company Limited to be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC at 10:00 a.m. on 23 January 2009 is set out in Appendix 1 of this circular.

A form of proxy and a reply slip for use in connection with the extraordinary general meeting are enclosed herewith and published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the meeting, you are requested to complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 20 days and 24 hours, respectively, before the time designated for holding the meeting or any adjournment thereof. Completion and return of the form of proxy 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 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”

8 December 2008

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix 1	– Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . .	5

DEFINITIONS

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

“Articles of Association”	The articles of association of the Company, as
	amended, modified or otherwise supplemented from
	time to time;
“Board”	the board of directors of the Company;
“Company”	Dalian Port (PDA) Company Limited (大連港股份有限
	公司), a sino-foreign joint stock limited company
	incorporated in the PRC with its H shares listed and
	traded on the main board of the Stock Exchange;
“CSRC”	China Securities Regulatory Commission (中國証券監
	督管理委員會);
“Directors”	the directors of the Company;
“EGM”	the extraordinary general meeting of the Company to
	be held at Room 602, PDA Group Building, No. 1
	Gangwan Street, Zhongshan District, Dalian City,
	Liaoning Province, the PRC at 10:00 a.m. on 23
	January 2009, the notice of which is set out in
	Appendix 1 of this circular, or any adjournment
	thereof;
“H shares”	foreign shares in the share capital of the Company,
	with Renminbi-denominated par value of RMB1.00
	each which are listed and traded on the Stock
	Exchange;
“NAFMII”	National Association of Financial Market Institutional
	Investors (中國銀行間交易商協會);
“PRC”	the People’s Republic of China (for the purpose of this
	circular, excluding Hong Kong Special Administrative
	Region, Macau Special Administrative Region and
	Taiwan);
“RMB” or “Renminbi”	renminbi, the lawful currency of the PRC;
“Shareholders”	the shareholders of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“%”	Percentage.

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LETTER FROM THE BOARD

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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)

Directors:

Executive Directors: Sun Hong Zhang Fengge Jiang Luning Su Chunhua

Registered Office:

Xingang Commercial Building Dayao Bay Dalian Free Trade Zone PRC

Place of Business in PRC:

Non-executive Directors: Lu Jianmin Xu Jian

No. 1 Gangwan Street Zhongshan District Dalian, Liaoning Province PRC

Independent Non-executive Directors: Zhang Xianzhi Ng Ming Wah, Charles Wang Zuwen

8 December 2008

To the Shareholders,

Dear Sir or Madam,

PROPOSED ISSUE OF BONDS AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2009

1. INTRODUCTION

The purpose of this circular is (i) to provide you with information regarding the proposed issue of medium-term notes or corporate bonds; and (ii) to give you the notice of the EGM to consider and approve, if thought fit, the proposed special resolution set out therein.

• 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”

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LETTER FROM THE BOARD

2. PROPOSED ISSUE OF BONDS

(1) Background

To meet its future business development needs and to lower its finance costs, the Board resolved on 5 November 2008 to submit to the Shareholders for consideration and approval on a proposed issue, subject to the respective approval of NAFMII and CSRC, of fixed interest rate medium-term notes or corporate bonds with a maximum principal amount of RMB2.5 billion and a maturity of not less than five years (the “Proposed Issue of Bonds”), and authorising the Board to determine and deal with relevant matters relating to the Issue of Bonds, including but not limited to:

• (a) determine the type of bonds, specific terms and conditions and other matters (including but not limited to the timing, interest rate, the tranches, rating arrangement, security arrangement and use of proceeds);

• (b) do all such acts which are necessary for and incidental to the issue of Bonds (including but not limited to seeking regulatory approvals, determination of underwriting arrangements, preparation and submission of the relevant application documents to the regulatory authorities and obtaining the approvals from such authorities);

• (c) take all such steps which are necessary for the purposes of executing the Issue of Bonds (including but not limited to the execution of all requisite documents and the disclosure of relevant information in accordance with applicable laws and regulations).

The term of validity of the resolution at the EGM on the proposed Issue of Bonds, if passed, shall be from the date of the passing of such resolution, to the conclusion of the annual general meeting of the Company for the year 2009, which shall be held in the year 2010 (“AGM ”), or the expiration of the period within which the AGM is required by the Articles of Association or other applicable laws to be held, whichever is earlier.

Pursuant to the Company Law of PRC and the Article of Association, the approval of the Shareholders is required for the Proposed Issue of Bonds.

3. EXTRAORDINARY GENERAL MEETING

The EGM is proposed to be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC at 10:00 a.m. on 23 January 2009, at which a special resolution will be tabled to be approved: the Proposed Issue of Bonds and authorising the Board to determine the details of the proposal and deal with all of the relevant matters.

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LETTER FROM THE BOARD

4. PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS

Pursuant to the Articles of Association, a voting shall be made at the shareholders meeting by a show of hands unless a poll is demanded before or after any vote by a show of hands. A poll may be demanded by (i) the chairman of the meeting, (ii) at least two Shareholders or proxies of such Shareholders with voting rights, and (iii) one or more Shareholders including proxy or proxies of such Shareholders accounting individually or jointly 10% or more of the Company shares with voting right(s). Issues to vote by poll concerning election of the chairman or suspension of a meeting shall be taken forthwith. Other issues, the chairman shall determine the time for taking such poll and the meeting can go on with discussion of other matters. The result of such voting shall also be regarded as the resolution adopted at the meeting. A person who has made a request for voting by poll can withdraw it.

5. RECOMMENDATION

The Board is of the view that the Proposed Issue of Bonds will enable the Company to lower its finance costs in satisfying its business development needs, therefore, is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that the Shareholders shall vote in favour of the special resolution to be proposed at the EGM.

Yours faithfully, By order of the Board SUN Hong Chairman

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APPENDIX 1 NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2009

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of Dalian Port (PDA) Company Limited (the “Company”) will be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian, Liaoning Province, the PRC at 10:00 a.m. on 23 January 2009, for the purposes of considering and, if thought fit, approving the following matters:

SPECIAL RESOLUTION

To consider and approve, subject to the respective approval of NAFMII and CSRC, the issue of fixed interest rate medium-term notes or corporate bonds (the “Issue of Bonds”), with a maximum principal amount of RMB 2.5 billion and a maturity of not less than five years, and authorise the Board to determine and deal with relevant matters relating to the Issue of Bonds, including but not limited to:

• (a) determine the type of bonds, specific terms and conditions and other matters (including but not limited to the timing, interest rate, the tranches, rating arrangement, security arrangement and use of proceeds);

• (b) do all such acts which are necessary for and incidental to the Issue of Bonds (including but not limited to seeking regulatory approvals, determination of underwriting arrangements, preparation and submission of the relevant application documents to the regulatory authorities and obtaining the approvals from such authorities);

• (c) take all such steps which are necessary for the purposes of executing the Issue of Bonds (including but not limited to the execution of all requisite documents and the disclosure of relevant information in accordance with applicable laws and regulations).

• 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”

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APPENDIX 1 NOTICE OF EXTRAORDINARY GENERAL MEETING

The term of validity of the resolution at the EGM on the proposed Issue of Bonds, shall be from the date of the passing of such resolution, to the conclusion of the annual general meeting of the Company for the year 2009, which shall be held in the year 2010 (“AGM”), or the expiration of the period within which the AGM is required by the Articles of Association or other applicable laws to be held, whichever is earlier.

	By Order of the Board
**MA **	Jinru LEE Kin Yu, Arthur
	Joint Company Secretaries

8 December 2008

Notes:

1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf at the EGM. A proxy needs not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll. The shareholder shall have one vote for each share that they hold.

2. In order to determine the list of shareholders who are entitled to attend the EGM, the registers of members of the Company shall be closed from 24 December 2008 to 23 January 2009 (both days inclusive), during which no share transfer will be registered. In order to attend and vote at the EGM, holders of H Shares whose transfers have not been registered shall deposit 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, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 23 December 2008. Holders of the H Shares and the Domestic Shares whose names appear on the registers of members on 24 December 2008 are entitled to attend both of the above EGMs.

3. The instruments appointing a proxy must be in writing under the hand of a 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 authorising that attorney to sign or other authorization documents must be notarized.

4. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board of Directors at No.1, Gangwan Street, Zhongshan District, Dalian, Liaoning Province, the PRC for holders of the Domestic Shares and at the H share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 2 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 you so wish.

1. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip to the office of the Board of Directors at the address as stated in Note 6 below on or before 5:00 p.m. on 2 January 2009 by hand, by post or by fax.

Shareholders attending the meeting in person or by proxy are required to present their identity certification. If the attending shareholders is a corporation, its legal representative or person authorized by the board or other decision making authority is required to present a copy of the relevant resolution of the board/or other decision making authority approving him/her to attend the meeting on behalf of such corporation.

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APPENDIX 1 NOTICE OF EXTRAORDINARY GENERAL MEETING

The contact details of the office of the Board of Directors are as follows:

Room 616, PDA Building No.1, Gangwan Street Zhongshan District Dalian, Liaoning Province PRC Postal Code : 116004 Telephone No. : +86 411 8279 8566-801/811 Facsimile No. : +86 411 8279 8566-805/+86 411 8279 8108

1. The EGM is expected to last for half a day and shareholders (in person or by proxy) attending the meeting shall be responsible for their own transportation and accommodation expenses.

2. The existing Board of Directors of the Company comprises four executive directors, namely Mr. SUN Hong, Mr. ZHANG Fengge, Mr. JIANG Luning and Ms. SU Chunhua, two non-executive directors, namely Mr. LU Jianmin, Mr. Xu Jian, and three independent non-executive directors, namely Mr. ZHANG Xianzhi, Mr. Ng Ming Wah, Charles and Mr. Wang Zuwen.

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