Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2009

Oct 15, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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

(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 2880)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “EGM”) of Dalian Port (PDA) Company Limited (the “Company”) in 2009 will be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on 30 November 2009 for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as in the circular of the Company dated 15 October 2009 (the “Circular”):

PROPOSED A SHARE ISSUE

Special Resolutions

1. “ THAT conditional upon the passing of resolution no. 4 and obtaining all necessary approvals of the CSRC and other relevant regulatory authorities, the allotment and issue of the A Shares by the Company and each of the following terms and conditions of the A Share Issue be approved:

2. (a) Type of securities to be issued: A Shares

3. (b) Nominal value: RMB1.00

4. (c) Listing stock exchange:

5. Shanghai Stock Exchange

6. The Company is registered as a non-Hong Kong 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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• (d) Methods of issue:

• Offering of the Public A Shares via a combination of placement through offline offering to investors with whom a market consultation on price will be conducted, public offering through online subscription at the Issue Price and other methods approved by the CSRC; and

• Placement of the Consideration Shares to PDA at the Issue Price.

• (e) Target Subscribers:

• Public A Shares: Qualified Public A Share Investors

• Consideration Shares: PDA

• (f) Method for determining the Issue Price:

The range for the Issue Price will be determined based on preliminary price consultation with selected potential investors. An offline cumulative bidding price consultation will then be conducted within such range. The Issue Price will be determined by the Board on the basis of the results of the cumulative bidding price consultation and the prevailing conditions of the PRC securities market at the time when the A Share Issue takes place. In any event, the Issue Price will not be less than 90% of the average trading price of the H Shares during the period of 20 Trading Days immediately prior to the publication of the preliminary prospectus for the A Share Issue.

• (g) Number of the A Shares • Not more than 1,200,000,000 Public A to be issued: Shares to Qualified Public A Share Investors; and

• Not more than 1,200,000,000 Consideration Shares to PDA in respect of the Initial Consideration for the Acquisition. The number of the Consideration Shares will be determined pursuant to the following formula:

Number of Initial Consideration = Consideration Issue Price Shares

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In the event that the number of the Consideration Shares determined pursuant to the above mentioned formula (i) is more than 1,200,000,000, only a total of 1,200,000,000 Consideration Shares will be issued to PDA and the difference between the amount of the proceeds from the issue of the Consideration Shares and the Initial Consideration will be paid by the Company to PDA in cash; or (ii) is equal to or less than 1,200,000,000, the number of the Consideration Shares determined pursuant to the above mentioned formula will be rounded down to the nearest multiple of 10,000 and the difference between the amount of the proceeds from the issue of the Consideration Shares and the Initial Consideration will be contributed by PDA to the capital reserve of the Company.

The final number of the Public A Shares and the Consideration Shares shall be determined by the Board after the Issue Price is fixed, subject to authorisation by the Shareholders at the EGM, the Domestic Shareholders Class Meeting and the H Shareholders Class Meeting, respectively, and to approval from the relevant regulatory authorities.

Pursuant to the relevant PRC laws and regulations, a number of Public A Shares representing 10% of the total number of the A Shares to be issued to the public will be created by conversion from an equal number of the Domestic Shares currently held by PDA and other existing Domestic Shareholders (as the holders of the state-owned Domestic Shares). Such number of Public A Shares will be transferred to the NSSF Council for nil consideration. The final number of Public A Shares to be so created by conversion and allocated to the NSSF Council will be subject to the determination of the final number of A Shares to be issued pursuant to the A Share Issue, and confirmation by the relevant PRC state-owned assets supervision and administration authorities.

• (h) Rights attached to the A Shares:

Except as otherwise provided in the relevant laws, administrative regulations, departmental rules and other regulatory documents and the Articles, holders of the A Shares will be entitled to the same rights as the holders of existing Domestic Shares and H Shares in all respects.

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• (i) Listing of the Domestic Shares: Application will be made to the Shanghai Stock Exchange for Domestic Shares comprising the existing Domestic Shares, the Public A Shares and the Consideration Shares to be listed on the Shanghai Stock Exchange.

• (j) Term:

The above resolutions (a) to (i), if approved, shall be valid for a period of 12 months from the date of approval by the Shareholders at the EGM.”

1. “ THAT conditional upon the passing of resolutions no. 1 and 4 and obtaining all necessary approvals of the CSRC and other relevant regulatory authorities, the proceeds from the issue of the Public A Shares be and are hereby approved to be applied as follows:

2. For the oil/liquefied chemicals terminal and related logistics services

   • (a) as to approximately RMB890,000,000 to fund the construction of 10 oil storage tanks with a total capacity of 1,000,000 m[3] in the Xingang area of Dalian;

   • (b) as to approximately RMB550,000,000 to fund the construction of six oil storage tanks with a total capacity of 600,000 m[3] in the Xingang resort area of Dalian;

   • (c) as to approximately RMB29,600,000 to fund the construction of four oil storage tanks with a total capacity of 400,000 m[3] for the second phase of the Group’s Shatuozi oil storage tanks project;

   • (d) as to approximately RMB320,000,000 to fund the construction of a liquefied natural gas project in Dalian;

4. For the container terminal and related logistics services

5. (e) as to approximately RMB192,500,000 to fund an proposed increase in the registered capital of Dalian Port Container Terminal Co., Ltd. which operates the second phase of the Dayao Bay container terminals in Dalian;

6. (f) as to approximately RMB224,000,000 to fund the further investment in Dalian International Container Terminal Co., Ltd. which operates the third phase of the Group’s Dayao Bay container terminals in Dalian;

7. (g) as to approximately RMB54,000,000 to purchase two container vessels;

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• For the ore terminal and related logistics services

• (h) as to approximately RMB520,000,000 to fund the construction of No. 4 stacking yard in Dalian;

• (i) as to approximately RMB37,200,000 to purchase a gantry;

• For the general cargo terminal, the passenger and roll-on, roll-off terminal and related logistics services

• (j) as to approximately RMB400,000,000 to be applied to fund the construction of seven general cargo berths and four roll-on, roll-off berths at Dalian Bay in connection with the relocation of the general cargo and roll-on, roll-off terminal operation;

• For the automobile terminal and related logistics services

• (k) as to approximately RMB230,000,000 to be applied to purchase two ro-ro ships each with a capacity of 2,000 cars;

• For the bulk grain terminal and related logistics services

• (l) as to approximately RMB150,000,000 to be applied to purchase 300 bulk grain carriages;

• For the comprehensive logistics services

• (m) as to approximately RMB101,250,000 to be applied to fund the construction of inland logistics depots and centers;

• For the port value-added services and ancillary port operations

• (n) as to approximately RMB100,000,000 to be applied to fund the construction of the Enlarged Group’s information systems;

• Others

• (o) as to approximately RMB300,000,000 to be applied to repay bank loans and to be used as general working capital.

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• Authorisation

• (p) Prior to completion of the issue of the Public A Shares, the Company may fund the above mentioned projects by using its internal resources or by bank loans. Upon completion of the issue of the Public A Shares, the Company may, upon having complied with the relevant requirements of the competent regulatory authorities, apply the proceeds from the issue of the Public A Shares to repay the bank loans. In the event that the proceeds from the issue of the Public A Shares are not sufficient to finance the above mentioned uses, the Company will complete the investments by other means. To the extent that the proceeds from the issue of the Public A Share exceed the estimated aggregate amount of investments set out above, the surplus will be applied as general working capital.

• (q) The Board be and is hereby authorised to modify the investment amount of the above mentioned projects and to allocate among such projects the proceeds from the issue of the Public A Shares by taking into account the timing, amount and other circumstances of receiving such proceeds and the progress of such projects; the Board be and is hereby further authorised to modify the investment plan for the above mentioned projects according to the instructions of the competent regulatory authorities.”

Ordinary Resolution

1. “ THAT conditional upon the passing of resolutions no. 1 and 4, any distribution out of the retained distributable profit of the Company as at 31 December 2009 shall be made as follows:

The retained distributable profit of the Company as at 31 December 2009 will, conditionally as aforesaid, be distributed pursuant to the Shareholders’ resolution, if any, at the annual general meeting of the Company for 2009 which will be convened in 2010 to the Shareholders on record immediately prior to completion of the A Share Issue. The balance of such retained distributable profit after any such distribution and the profit accrued from 1 January 2010 till completion of the A Share Issue will be held by the Company for the benefit of all the Shareholders from time to time, including the holders of the A Shares issued pursuant to the A Share Issue.

In the event that the A Share Issue is launched after 30 June 2010, a general meeting of the Shareholders may be convened to re-consider and, if thought fit, approve a new proposal for distribution of the retained distributable profit of the Company.”

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PROPOSED ACQUISITION

Ordinary Resolution

1. “ THAT conditional upon the passing of resolution no. 1 and completion of the A Share Issue:

2. (a) the terms of the Acquisition Agreement entered into between the Company and PDA on 30 September 2009 in relation to the Acquisition and all other incidental transactions be and are hereby approved, ratified and confirmed; and

3. (b) the execution of the Acquisition Agreement by any Director be and is hereby approved, ratified and confirmed and any Director be and is hereby authorized to approve, sign or execute all such documents, instruments and agreements, and to take such steps, as he/she may consider necessary or appropriate to give effect to or in connection with the Acquisition Agreement.”

CONTINUING CONNECTED TRANSACTIONS

Ordinary Resolutions

1. “ THAT , conditional upon the passing of resolutions no. 1 and 4 and completion of the A Share Issue,

2. (a) the Mutual Supply Master Agreement dated 30 September 2009, the continuing connected transactions contemplated thereunder and the related proposed annual caps be and are hereby approved; and

3. (b) the Terminal Facilities Design and Construction Services Agreement dated 30 September 2009, the continuing connected transactions contemplated thereunder and the related proposed annual caps be and are hereby approved.”

OTHERS

Special Resolutions

1. “ THAT conditional upon the passing of resolutions no. 1 and 4 and completion of the A Share Issue,

2. (a) the revised Articles as set out in Appendix VII to the Circular be and are hereby approved; and

3. (b) the proposed rules of procedure for shareholders’ meetings as set out in Appendix VIII to the Circular be and are hereby approved;

4. (c) the proposed rules of procedure for board meetings as set out in Appendix IX to the Circular be and are hereby approved;

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• (d) the proposed rules of procedure for supervisory committee meetings as set out in Appendix X to the Circular be and are hereby approved;

• (e) the proposed working rules for independent directors as set out in Appendix XI to the Circular be and are hereby approved; and

• (f) the Board be and is hereby authorized to further amend the revised Articles and carry out relevant filing procedures with the relevant authorities based on the total number of shares and share capital of the Company upon completion of the A Share Issue pursuant to the requirements of the relevant regulatory authorities.”

• “ THAT , conditional upon the passing of resolutions no. 1 to 6, the Board be and is hereby authorised to take all necessary actions and/or sign any documents in connection with the A Share Issue, including but not limited to the following matters:

• (a) to determine the appropriate time of issue, price range for consultation, issue price, number of A Shares to be issued, target subscribers, method of issue, and ratio of number of the A Shares offered for offline subscription to those offered for online subscription and other relevant matters, and to further authorise the chairman of the Board to modify, supplement and implement the A Share Issue in accordance with the instructions of CSRC; to engage intermediaries and to sign the relevant engagements, underwriting agreement and sponsorship agreement;

• (b) to determine the offering period of the A Share Issue according to CSRC’s approval;

• (c) to prepare, sign, submit and modify any documents relating to the Acquisition;

• (d) to prepare, sign, submit and modify any documents relating to the A Share Issue and apply for all the Domestic Shares comprising the existing Domestic Shares, the Public A Shares and the Consideration Shares to be listed on the Shanghai Stock Exchange;

• (e) to do any other acts or things necessary or appropriate to give the effect to the A Share Issue, Acquisition and application for listing of all the Domestic Shares on the Shanghai Stock Exchange; and

• (f) to modify the A Shares Issue according to the regulations which may be promulgated by the State prior to completion of the A Shares Issue.

• (g) this authorisation shall be valid for a period of 12 months from the date of approval at the EGM.”

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Ordinary Resolutions

1. “ THAT , conditional upon the passing of resolutions no. 1 and 4 and completion of the A Share Issue, the proposed system for the management of provision of security to third parties as set out in Appendix XII to the Circular be and is hereby approved.”

2. “ THAT , conditional upon the passing of resolutions no. 1 and 4 and completion of the A Share Issue, the proposed system for the management of funds raised from the capital markets as set out in Appendix XIII to the Circular be and is hereby approved.”

3. “ THAT the report on funds raised the Company’s in previous fund raising exercise as set out in Appendix XIV to the Circular be and is hereby approved.”

By Order of the Board of Directors DALIAN PORT (PDA) COMPANY LIMITED MA Jinru LEE Kin Yu, Arthur Joint Company Secretaries

15 October 2009

Notes:

1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the Shareholders at the EGM shall be taken by poll.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy need not be a Shareholder. A proxy of a Shareholder shall vote on a poll. Shareholders shall have one vote for each Share that they hold.

3. In order to determine the list of the Shareholders who are entitled to attend the EGM, the registers of members of the Company will be closed from 31 October 2009 to 30 November 2009 (both days inclusive), during which no transfer of Shares will be registered. Shareholders whose names appear on the register of members on 31 October 2009 are entitled to attend the EGM. In order to attend and vote at the EGM, holders of H Shares and holders of Domestic Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates with Computershare Hong Kong Investor Services Limited, the Company’s registrar of H Shares, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and China Securities Depository and Clearing Corporation Limited, the Company’s registrar of Domestic Shares, at 22nd and 23rd Floors, Investment Plaza, Financial Street, Xicheng District, Beijing, the PRC, respectively, not later than 4:30 p.m. on 30 October 2009.

4. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her/its 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.

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1. The proxy form together with the power of attorney or other authorization document (if any) must be lodged with the Office of the Board of Directors of the Company, at the address stated in Note 7 below for holders of the Domestic Shares and with Computershare Hong Kong Investor Services Limited, the Company’s registrar of H Shares, at the address stated in Note 3 above for holders of H Shares, not less than 24 hours before the time designated for holding the EGM or any adjournment thereof.

Completion and return of proxy form will not preclude a Shareholder from attending and voting in person at the meeting or any adjournment thereof should such Shareholder 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 of the Company at the address stated in Note 7 below on or before 9 November 2009 by hand, by post or by fax.

2. The contact details of the Office of the Board of Directors of the Company are as follows:

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

1. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

As at the date of this notice, the 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 and 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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