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

Nov 16, 2011

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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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Dalian Port (PDA) Company Limited (the ‘‘Company’’) will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 10:30 a.m. on Thursday, 5 January 2012 for the purposes of considering and, if thought fit, approving the following resolutions:

AS ORDINARY RESOLUTION

1. ‘‘THAT the Financial Services Agreement and the deposit services contemplated thereunder and the proposed caps for such deposit services be and is hereby approved.’’

2. “THAT the adjustment of the remuneration standards for independent non-executive director who resides outside the PRC from RMB200,000 per annum to RMB250,000 per annum be and is hereby approved.’’

AS SPECIAL RESOLUTION

1. ‘‘THAT

   • (a) subject to the aggregate nominal value of A Shares which may be repurchased pursuant to the approval in this paragraph (a) shall not exceed 10 percent of the existing issued A Shares of the Company as at the date of the passing of this resolution and (c) below, the exercise by the directors of the Company (the “Directors”) during 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, rules and regulations and/or requirements of the governmental or regulatory body in the PRC, the Shanghai Stock Exchange or of any other stock exchange, be and is hereby approved (the ‘‘A Share Repurchase Mandate’’);

• The Company is registered as a Non-Hong Kong 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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• (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 paragraph (d) below) of all the powers of the Company to repurchase H shares of RMB1.00 each in issue in the capital of the Company (the “H Shares”) on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), subject to and in accordance with applicable laws, rules and regulations and/or requirements of the governmental or regulatory body in the PRC, the Hong Kong Stock Exchange or of any other stock exchange, be and is hereby approved (the “H Share Repurchase Mandate”);

• (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

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• (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; and

  • (vi) approve and execute, on behalf of the Company, documents and matters related to share repurchase.’’

By Order of the Board of Directors ZHU Hongbo LEE, Kin Yu, Arthur Joint Company Secretaries

17 November 2011

Notes:

1. Pursuant to rule 13.39(4) of the Hong Kong Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the votes of the shareholders of the Company at the EGM shall be taken by poll.

2. 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 need not be a shareholder of the Company. Shareholders shall have one vote for each share that they hold.

3. In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share registers of members of the Company shall be closed from Tuesday, 6 December 2011 to Thursday, 5 January 2012 (both days inclusive), during which no transfer of H Shares will be registered. Holders of the H Shares whose names appear on the H Share registers of members on Tuesday, 6 December 2011 are entitled to attend the EGM. In order to be entitled 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 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 5 December 2011.

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1. 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.

2. 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 of the Company, at the address as stated in Note 7 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 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 of the Company at the address as stated in Note 7 below on or before 5:00 p.m. on Thursday, 15 December 2011 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 Building No.1, Gangwan Street Zhongshan District Dalian City, Liaoning Province PRC Postal Code: 116004 Telephone No.: 86 411 8262 3910/8262 3923 Facsimile No.: 86 411 8262 3159

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.

As at the date of this notice, the Directors are:

Executive Directors: SUN Hong, ZHANG Fengge, XU Song and ZHU Shiliang Non-executive Directors: XU Jian and ZHANG Zuogang Independent Non-executive Directors: LIU Yongze, GUI Liyi and WAN Kam To, Peter

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