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 H 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 H 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 H 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 11:10 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 RESOLUTION	FOR	4	AGAINST 4	ABSTAIN 4
1.	‘‘THAT is hereby approved: (a) subject to the aggregate nomin paragraph (a) shall not exceed passing of this resolution and ( the Relevant Period (as define shares of RMB1.00 each in iss laws, rules and regulations a Shanghai Stock Exchange or of Mandate’’); (b) subject to the aggregate nomin paragraph (b) shall not exceed passing of this resolution and ( paragraph (d) below) of all the capital of the Company (the ‘‘ Stock Exchange’’), subject to a of the governmental or regulat exchange, be and is hereby app (c) the approval in paragraphs (a) (i) the passing of a sp (except for this sub Company to be held and the class meetin 2012 (or on such ad (ii) the approval of th regulatory authoritie obtained by the Com (iii) the Company not be any amount due to Company having, in pursuant to the noti Company; (d) for the purpose of this special resolution until whichever is th (i) the conclusion of th (ii) the expiration of a p (iii) the date on which t resolution of the sh holders of H Shares (e) subject to approval of all relev and the H Share Repurchase M (i) formulate and impl number of shares to (ii) notify creditors in Company; (iii) open overseas shar procedures; (iv) carry out relevant a Company is listed, a (v) carry out cancelatio corresponding amen shareholdings etc, a (vi) approve and execu repurchase.’’	al value of A Shares which may be repurchased pursuant to the approval in this 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 d in paragraph (d) below) of all the powers of the Company to repurchase A ue in the capital of the Company, subject to and in accordance with applicable nd/or requirements of the governmental or regulatory body in the PRC, the any other stock exchange, be and is hereby approved (the ‘‘A Share Repurchase al value of H Shares which may be repurchased pursuant to the approval in this 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 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 nd in accordance with applicable laws, rules and regulations and/or requirements ory body in the PRC, the Hong Kong Stock Exchange or of any other stock roved (the ‘‘H Share Repurchase Mandate’’); and (b) above shall be conditional upon: ecial resolution in the same terms as the resolution set out in this paragraph -paragraph (c)(i)) at the extraordinary general meeting for shareholders of the on Thursday, 5 January 2012 (or on such adjourned date as may be applicable); g for holders of A Shares of the Company to be held on Thursday, 5 January journed date as may be applicable); e State Administration of Foreign Exchange of the PRC and/or any other s as may be required by the laws, rules and regulations of the PRC being pany if appropriate; and ing required by any of its creditors to repay or to provide guarantee in respect of any of them (or if the Company is so required by any of its creditors, the its absolute discretion, repaid or provided guarantee in respect of such amount) fication procedure set out in Article 35 of the Articles of Association of the resolution, ‘‘Relevant Period’’ means the period from the passing of this special e earlier of: e next annual general meeting following the passing of this special resolution; eriod of twelve months following the passing of this special resolution; or he authority set out in this special resolution is revoked or varied by a special areholders of the Company in a general meeting or by a special resolution of or holders of A Shares of the Company at their respective class meetings; and ant governmental authorities in the PRC for the A Share Repurchase Mandate andate being granted, the Directors are and be hereby authorised to: ement detailed repurchase plan, including but not limited to repurchase price, repurchase, time of repurchase and period of repurchase etc; accordance with the PRC Company Law and articles of association of the e accounts and to carry out related change of foreign exchange registration pproval procedures required by regulatory authorities and venues in which the nd to carry out filings with the China Securities Regulatory Commission; n procedures for repurchased shares, reduce registered capital, and to make dments to the articles of association of the Company relating to share capital and nd to carry out statutory registrations and filings within and outside China; te, on behalf of the Company, documents and matters related to share
Dated this Notes: 1. 2. 3. 4. 5. 6. 7. 8.	day of Full name(s) (in Chinese or English) and address(es) as Please insert the number of shares registered in your na If you wish to appoint any person other than the chairm meeting is entitled to appoint one or more proxies to att IMPORTANT: Please indicate with a ‘‘P’’ in the appro resolution. Please indicate with a ‘‘P’’ in the appropriate at his discretion on any other resolution duly submitted This proxy form must be signed by you or your attorney other authorization document giving such authorization s In cases of joint holders of a share, any one of such hold members in respect of such share shall be accepted if m To be valid, this proxy form together with any notarized may be) at the Company’s H share registrar, Computersh The meeting is expected to last for half a day. Sharehold	Signature(s) shown in the register of members to be inserted in BLOCK CAPITALS. me(s). If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your an of the meeting as your proxy, please delete the words ‘‘the chairman of the meeting or’’ and insert the name and addre end and vote on his behalf. A proxy needs not be a member of the Company. Any alterations made in this proxy form shou priate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please indicate with a ‘‘P’’ in the box under the column marked ‘‘Abstain’’ if you wish to abstain from voting on a resolution. Failure to tick the box will en to the meeting in addition to those set out in the notice of meeting. duly authorized in writing, or under the common seal or under the hand of a director or a duly authorized attorney in case o hall be notarized. ers 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 hold ore than one joint holder attend the meeting personally or by proxy. copy of the power of attorney or other authorization documents (if any) must be deposited, not less than 24 hours before are Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan ers attending the meeting shall be responsible of their own transportation and accommodation expenses.
				name(s). ss of the proxy you duly appointed. Any member entitled to attend and vote at the ld be initialled by the person who signs it. appropriate box under the column marked ‘‘Against’’ if you wish to vote against a title your proxy to cast your vote at his discretion. The proxy is also entitled to vote f a corporation. If the proxy form is signed by an attorney, the power of attorney or ers. However, only the vote of the person whose name stands first on the register of the time appointed for holding the meeting or any of its adjournments (as the case chai, Hong Kong for the shareholders holding H Shares.

• 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’’.