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

Nov 16, 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: 2880)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING 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 Extraordinary General Meeting (‘‘EGM’’) at the EGM 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 10:30 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.

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ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN4
1. ‘‘suchTHATdepositthe Financialservices beServicesand is herebyAgreementapproved.and ’’the deposit services contemplated thereunder and the proposed caps for
2. ‘‘fromTHATRMB200,000the adjustmentper annumof the remunerationto RMB250,000standardsper annumfor independentbe and is herebynon-executiveapproved.director’’ who resides outside the PRC
SPECIAL RESOLUTION FOR4 AGAINST4 ABSTAIN4
3. ‘‘THAT is hereby approved:
(a) subject to the aggregate nominal value of A Shares which may be repurchased pursuant to the approval in this
paragraphpassing of (a)thisshallresolutionnot exceedand (c)10 below,percenttheof exercisethe existingby theissueddirectorsA Sharesof theof Companythe Company(the as‘‘Directorsat the date’’) duringof the
the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase A
shares of RMB1.00 each in issue in the capital of the Company, subject to and in accordance with applicable
laws,ShanghaiMandaterules’’Stock); andExchangeregulationsor ofand/orany otherrequirementsstock exchange,of the begovernmentaland is herebyorapprovedregulatory(thebody‘‘A Sharein theRepurchasePRC, the
(b) subject to the aggregate nominal value of H Shares which may be repurchased pursuant to the approval in this
paragraph (b) shall not exceed 10 percent of the existing issued H Shares of the Company as at the date of the
passing of this resolution and (c) below, the exercise by the Directors during the Relevant Period (as defined in
paragraphcapitalStock Exchangeof (d)the below)Company’’), subjectof all(thetothe‘‘andHpowersSharesin accordanceof’’)theonCompanyThewithStockapplicableto Exchangerepurchaselaws,ofHrulesHongsharesandKongofregulationsRMB1.00Limitedand/oreach(the in‘‘requirementsHongissue inKongthe
ofexchange,the governmentalbe and is herebyor regulatoryapprovedbody(the in‘‘HtheSharePRC,Repurchasethe HongMandateKong Stock’’); Exchange or of any other stock
(c) the approval in paragraphs (a) and (b) above shall be conditional upon:
(i) the passing of a special resolution in the same terms as the resolution set out in this paragraph
(except for this sub-paragraph (c)(i)) at the class meeting for holders of A Shares of the Company to
be held on Thursday, 5 January 2012 (or on such adjourned date as may be applicable); and the
class meeting for holders of H Shares of the Company to be held on Thursday, 5 January 2012 (or
on such adjourned date as may be applicable);
(ii) the approval of the State Administration of Foreign Exchange of the PRC and/or any other
regulatory authorities as may be required by the laws, rules and regulations of the PRC being
obtained by the Company if appropriate; and
(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of
any amount due to any of them (or if the Company is so required by any of its creditors, the
Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount)
pursuant to the notification procedure set out in Article 35 of the Articles of Association of the
Company;
(d) for the purpose of this special resolution, ‘‘Relevant Period’’ means the period from the passing of this special
resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting following the passing of this special resolution;
(ii) the expiration of a period of twelve months following the passing of this special resolution; or
(iii) the date on which the authority set out in this special resolution is revoked or varied by a special
resolution of the shareholders of the Company in a general meeting or by a special resolution of
holders of H Shares or holders of A Shares of the Company at their respective class meetings; and
(e) subject to approval of all relevant governmental authorities in the PRC for the A Share Repurchase Mandate
and the H Share Repurchase Mandate being granted, the Directors are and be hereby authorised to:
(i) formulate and implement detailed repurchase plan, including but not limited to repurchase price,
number of shares to repurchase, time of repurchase and period of repurchase etc;
(ii) notify creditors in accordance with the PRC Company Law and articles of association of the
Company;
(iii) open overseas share accounts and to carry out related change of foreign exchange registration
procedures;
(iv) carry out relevant approval procedures required by regulatory authorities and venues in which the
Company is listed, and to carry out filings with the China Securities Regulatory Commission;
(v) carry out cancelation procedures for repurchased shares, reduce registered capital, and to make
corresponding amendments to the articles of association of the Company relating to share capital and
shareholdings etc, and to carry out statutory registrations and filings within and outside China;
(vi) approverepurchase.and’’ execute, on behalf of the Company, documents and matters related to share
Dated this day of Signature(s)
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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. 2.3. IfPleaseyou wishinserttotheappointnumberanyofpersonshares otherregisteredthan intheyourchairmanname(s).of theIf noEGMnumberas youris inserted,proxy, pleasethis formdeleteof theproxywordswill‘‘bethedeemedchairmanto relateof the tomeetingall sharesor’’ ofandtheinsertCompanythe nameregisteredand addressin yourofname(s).the proxy you duly appointed. Any member entitled to attend and vote at the EGM 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.

2. IMPORTANT:resolution. PleasePleaseindicateindicatewith awith‘‘P’’a in‘‘Pthe’’ inappropriatethe appropriatebox underbox underthe columnthe columnmarkedmarked‘‘Abstain‘‘For’’ ’’if ifyouyouwishwishtotoabstainvote infromfavourvotingof aonresolution.a resolution.PleaseFailureindicateto tickwiththeabox‘‘P’’willin theentitleappropriateyour proxyboxtoundercast yourthe columnvote at markedhis discretion.‘‘AgainstThe’’ ifproxyyou iswishalsotoentitledvote againstto votea at his discretion on any other resolution duly submitted to the EGM in addition to those set out in the notice of EGM.

3. 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.

4. In cases of joint holders of a share, any one of such holders is entitled to vote at the EGM, 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.

5. be)To beat thevalid,Companythis proxy’s Hformsharetogetherregistrar,withComputershareany notarizedHongcopyKongof theInvestorpower ofServicesattorneyLimitedor otherat authorizationShops 1712–1716,documents17th Floor,(if any)Hopewellmust be Centre,deposited,183notQueenless’sthanRoad24East,hoursWanchai,before theHongtimeKongappointedfor theforshareholdersholding the holdingEGM orHanyShares.of its adjournments (as the case may 8. The EGM is expected to last for half a day. Shareholders attending the EGM shall be responsible of their own transportation and accommodation expenses.

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’’.