Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2011

Nov 17, 2011

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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 of H share: 2880; Stock Code of A share: 601880)

PROXY FORM FOR 2012 FIRST CLASS MEETING OF THE HOLDERS OF A SHARES TO BE HELD ON 5 JANUARY 2012

I/We[1] of (address) being the shareholder(s) of Dalian Port (PDA) Company Limited (the ‘‘Company’’) holding A Shares[2] , hereby appoint the chairman of the meeting or[3] 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 2012 First Class Meeting of The Holders of A Shares of the Company to be held at Room 109, PDA Group Building, No.1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the People Republic of China at 11:00 a.m. on 5 January 2012, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

		SPECIAL RESOLUTIONS	FOR4		AGAINST4	ABSTAIN4
1.	‘‘THAT is hereby approved: (a) subject to the aggregate nomi paragraph (a) shall not excee passing of this resolution and the Relevant Period (as defi shares of RMB1.00 each in i laws, rules and regulations Shanghai Stock Exchange or Mandate’’); (b) subject to the aggregate nomi paragraph (b) shall not excee passing of this resolution and paragraph (d) below) of all th capital of the Company (the Stock Exchange’’), subject to of the governmental or regul exchange, be and is hereby a (c) the approval in paragraphs (a (i) the passing of a (except for this su Company to be he and the class mee 2012 (or on such a (ii) the approval of t regulatory authori obtained by the Co (iii) the Company not b any amount due t Company having, pursuant to the n Company; (d) for the purpose of this specia resolution until whichever is (i) the conclusion of t (ii) the expiration of a (iii) the date on which resolution of the holders of H Share (e) subject to approval of all rel and the H Share Repurchase (i) formulate and imp number of shares t (ii) notify creditors i Company; (iii) open overseas sh procedures; (iv) carry out relevant Company is listed, (v) carry out cancelat corresponding ame shareholdings etc, (vi) approve and exe repurchase.’’	nal value of A Shares which may be repurchased pursuant to the approval in this d 10 percent of the existing issued A Shares of the Company as at the date of the (c) below, the exercise by the directors of the Company (the ‘‘Directors’’) during ned in paragraph (d) below) of all the powers of the Company to repurchase A ssue in the capital of the Company, subject to and in accordance with applicable and/or requirements of the governmental or regulatory body in the PRC, the of any other stock exchange, be and is hereby approved (the ‘‘A Share Repurchase nal value of H Shares which may be repurchased pursuant to the approval in this d 10 percent of the existing issued H Shares of the Company as at the date of the (c) below, the exercise by the Directors during the Relevant Period (as defined in e powers of the Company to repurchase H shares of RMB1.00 each in issue in the ‘‘H Shares’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong and in accordance with applicable laws, rules and regulations and/or requirements atory body in the PRC, the Hong Kong Stock Exchange or of any other stock pproved (the ‘‘H Share Repurchase Mandate’’); ) and (b) above shall be conditional upon: special resolution in the same terms as the resolution set out in this paragraph b-paragraph (c)(i)) at the extraordinary general meeting for shareholders of the ld on Thursday, 5 January 2012 (or on such adjourned date as may be applicable); ting for holders of H Shares of the Company to be held on Thursday, 5 January djourned date as may be applicable); he State Administration of Foreign Exchange of the PRC and/or any other ties as may be required by the laws, rules and regulations of the PRC being mpany if appropriate; and eing required by any of its creditors to repay or to provide guarantee in respect of o any of them (or if the Company is so required by any of its creditors, the in its absolute discretion, repaid or provided guarantee in respect of such amount) otification procedure set out in Article 35 of the Articles of Association of the l resolution, ‘‘Relevant Period’’ means the period from the passing of this special the earlier of: he next annual general meeting following the passing of this special resolution; period of twelve months following the passing of this special resolution; or the authority set out in this special resolution is revoked or varied by a special shareholders of the Company in a general meeting or by a special resolution of s or holders of A Shares of the Company at their respective class meetings; and evant governmental authorities in the PRC for the A Share Repurchase Mandate Mandate being granted, the Directors are and be hereby authorised to: lement detailed repurchase plan, including but not limited to repurchase price, o repurchase, time of repurchase and period of repurchase etc; n accordance with the PRC Company Law and articles of association of the are accounts and to carry out related change of foreign exchange registration approval procedures required by regulatory authorities and venues in which the and to carry out filings with the China Securities Regulatory Commission; ion procedures for repurchased shares, reduce registered capital, and to make ndments to the articles of association of the Company relating to share capital and and to carry out statutory registrations and filings within and outside China; cute, on behalf of the Company, documents and matters related to share
Dated this	day of	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).

3. If you wish to appoint any person other than the chairman of the meeting 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 ‘‘P’’ in the appropriate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please indicate with a ‘‘P’’ in the appropriate box under the column marked ‘‘Against’’ if you wish to vote against a resolution. Please indicate with a ‘‘P’’ in the appropriate box under the column marked ‘‘Abstain’’ if you wish to abstain from voting on a resolution. Failure to tick the box will entitle your proxy to cast your vote at his discretion. The proxy is also entitled to vote at his discretion on any other resolution duly submitted to the meeting in addition to those set out in the notice of meeting.

5. This proxy form must be signed by you or your attorney duly authorized in writing, or under the common seal or under the hand of a director or a duly authorized attorney in case of a corporation. If the proxy form is signed by an attorney, the power of attorney or other authorization document giving such authorization 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 authorization 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 Company’s board office at Room 616, No1 Gangwan Street, Zhongshan District,Dalian,PRC.

8. The meeting is expected to last for half a day. Shareholders attending the meeting shall be responsible of their own transportation and accommodation expenses.

9. 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’’.