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

May 9, 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 ANNUAL GENERAL MEETING TO BE HELD ON 24 JUNE 2011

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 annual general meeting (“AGM”) at the AGM 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 10:00 a.m. on Friday, 24 June 2011, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

		ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN4 To consider and approve the report of the board of directors of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010) To consider and approve the report of the supervisory committee of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010). To consider and approve the audited consolidated financial statements of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010). To consider and approve the final dividend distribution for the year ended 31 December 2010. (details stated in the circular dated 9 May 2011). To consider and approve the appointment of Ernst & Young Hua Ming as the auditors and the auditor for internal control of the Company to hold office until the conclusion of the next annual general meeting and authorize the board of directors of the Company to fix the auditors’ remuneration. To consider and approve: A. the adjusted remuneration standards for the independent non-executive directors and the independent supervisors of the Company (details stated in the circular dated 9 May 2011) with effect from 1 January 2011, and to pay the current independent non-executive directors and independent supervisors of the Company the differences between their respective existing remunerations and the adjusted remuneration standards for the period starting from 1 July 2010 to 31 December 2010. B. that the Board be and hereby authorised to study and decide to implement, where appropriate, the feasible scheme on liability insurance for directors and supervisors relating to the performance of their duties as a director or a supervisor of the Company. To consider and approve the election or re-election of directors of the Company and the remunerations thereof: A. That the re-election of Mr. Sun Hong as an executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be RMB500,000. B. That the re-election of Mr. Zhang Fengge as an executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be RMB400,000. C. That the re-election of Mr. Xu Song as an executive director of the Company effective from the conclusion of the AGM and for a term of three years, and authorize the board of directors of the Company to determine his remuneration by reference to his performance appraisal results in accordance with the performance appraisal system for the senior management of the Company. D. That the election of Mr. Zhu Shiliang as an executive director of the Company effective from the conclusion of the AGM and for a term of three years, and authorize the board of directors of the Company to determine his remuneration by reference to his performance appraisal results in accordance with the performance appraisal system for the senior management of the Company. E. That the re-election of Mr. Xu Jian as a non-executive director of the Company effective from the conclusion of the AGM and for a term of three years. No remuneration shall be paid to Mr. Xu Jian for his acting as director of the Company.
	1.	To consider and approve the report of the board of directors of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010)
	2.	To consider and approve the report of the supervisory committee of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010).
	3.	To consider and approve the audited consolidated financial statements of the Company for the year of 2010. (details stated in the annual report of the Company for the year 2010).
	4.	To consider and approve the final dividend distribution for the year ended 31 December 2010. (details stated in the circular dated 9 May 2011).
	5.	To consider and approve the appointment of Ernst & Young Hua Ming as the auditors and the auditor for internal control of the Company to hold office until the conclusion of the next annual general meeting and authorize the board of directors of the Company to fix the auditors’ remuneration.
	6.	To consider and approve:
		A. the adjusted remuneration standards for the independent non-executive directors and the independent supervisors of the Company (details stated in the circular dated 9 May 2011) with effect from 1 January 2011, and to pay the current independent non-executive directors and independent supervisors of the Company the differences between their respective existing remunerations and the adjusted remuneration standards for the period starting from 1 July 2010 to 31 December 2010.
		B. that the Board be and hereby authorised to study and decide to implement, where appropriate, the feasible scheme on liability insurance for directors and supervisors relating to the performance of their duties as a director or a supervisor of the Company.
	7.	To consider and approve the election or re-election of directors of the Company and the remunerations thereof:
		A. That the re-election of Mr. Sun Hong as an executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be RMB500,000.
		B. That the re-election of Mr. Zhang Fengge as an executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be RMB400,000.
		C. That the re-election of Mr. Xu Song as an executive director of the Company effective from the conclusion of the AGM and for a term of three years, and authorize the board of directors of the Company to determine his remuneration by reference to his performance appraisal results in accordance with the performance appraisal system for the senior management of the Company.
		D. That the election of Mr. Zhu Shiliang as an executive director of the Company effective from the conclusion of the AGM and for a term of three years, and authorize the board of directors of the Company to determine his remuneration by reference to his performance appraisal results in accordance with the performance appraisal system for the senior management of the Company.

		ORDINARY RESOLUTIONS FOR4	ORDINARY RESOLUTIONS FOR4	ORDINARY RESOLUTIONS FOR4	AGAINST4 ABSTAIN4 AGAINST4 ABSTAIN4
		F. That the election of Mr. Zhang Zuogang as a non-executive director of the Company effective from the conclusion of the AGM and for a term of three years. No remuneration shall be paid to Mr. Zhang Zuogang for his acting as director of the Company.
		G. That the election of Mr. Liu Yongze as an independent non-executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be determined in accordance with the remuneration standards for independent non-executive directors approved by the Shareholders at the AGM.
		H. That the election of Mr. Gui Liyi as an independent non-executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be determined in accordance with the remuneration standards for independent non-executive directors approved by the Shareholders at the AGM.
		I. That the election of Mr. Wan Kam To, Peter as an independent non-executive director of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be determined in accordance with the remuneration standards for independent non-executive directors approved by the Shareholders at the AGM.
	8.	To consider and approve the election or re-election of supervisors of the Company and the remunerationsthereof:
		A. That the re-election of Mr. Fu Bin as a supervisor of the Company effective from the conclusion of the AGM and for a term of three years. No remuneration shall be paid to Mr. Fu Bin for his acting as supervisor of the Company.
		B. That the election of Ms. Su Chunhua as a supervisor of the Company effective from the conclusion of the AGM and for a term of three years. No remuneration shall be paid to Ms. Su Chunhua for her acting as supervisor of the Company.
		C. That the election of Mr. Zhang Xianzhi as a supervisor of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be determined in accordance with the remuneration standards for independent supervisors approved by the Shareholders at the AGM.
		D. That the election of Mr. Lu Jing as a supervisor of the Company effective from the conclusion of the AGM and for a term of three years; his annual remuneration shall be determined in accordance with the remuneration standards for independent supervisors approved by the Shareholders at the AGM.
	9.	To consider and approve the annual report of the Company for the year 2010.
		SPECIAL RESOLUTIONS FOR4			AGAINST4 ABSTAIN4
	10.	To consider and approve the grant to the board of directors of the Company a general mandate to issue, allot and deal with additional A Shares and/or H Shares not exceeding 20 percent of each of the A Shares and/or H Shares in issue of the Company, and to authorize the board of directors to make such amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure after allotment or issue of additional Shares. (details stated in the circular dated 9 May 2011)
	11.	To consider and approve the amendments to the Articles of Association (details stated in the circular dated 9 May 2011) and authorize the board of directors of the Company to apply for all necessary approval and make all necessary filings and registrations with the relevant authorities in relation to such amendments.
	Dated	this	day of	2011 Signature(s)5

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 AGM 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 AGM 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 initialed by the person who signs it.

4. IMPORTANT: Please indicate with a ‘‘appropriate box under the column marked✓’’ in the appropriate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please indicate with a ‘‘‘‘Against’’ if you wish to vote against a resolution. Please indicate with a ‘‘√’’ in the appropriate box under the column✓marked’’ in the ‘‘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 AGM in addition to those set out in the notice of AGM.

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 AGM, 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 notarised 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 AGM or any of its adjournments (as the case may be) at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

8. The AGM is expected to last for half a day. Shareholders attending the AGM 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”.