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

Nov 4, 2008

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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 SECOND EXTRAORDINARY GENERAL MEETING IN 2008

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 19 December 2008, for the purposes of considering and, if thought fit, approving and ratifying the following matters:

ORDINARY RESOLUTIONS

1. approve the renewed Terminal Facilities Design and Construction Services Agreement entered into between the Company and Dalian Port Corporation Limited (“PDA”) for a term of three years commencing from 1 January 2009 and ending on 31 December 2011 and the proposed relevant annual caps; and

2. approve the renewed Comprehensive Services Agreement entered into between the Company and PDA for a term of three years commencing from 1 January 2009 and ending on 31 December 2011 and the proposed relevant annual caps.

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

4 November 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.

• The Company is registered as an oversea company under Par 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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1. In order to determine the list of shareholders who are entitled to attend the EGM, the registers of members of the Company will be closed from 19 November 2008 to 19 December 2008, (both days inclusive), during which no share transfer will be registered. Holders of the H Shares and the Domestic Shares whose names appear on the registers of members as at 4:30 p.m. of 19 November 2008 are entitled to attend the EGM. 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 18 November 2008.

2. 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.

3. 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 28 November 2008 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.

1. 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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