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

Jan 11, 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 25 FEBRUARY 2011

	1.		“THAT the appointment of Reanda Certified Public Accountants Co., Ltd. as the PRC auditor of the Company for the year 2010, who will hold office until the conclusion of the annual general meeting for the year 2010 at a service fee of RMB 250,000 be and is hereby approved.”
	2.		“THAT re-allocation of RMB54,000,000 of the proceeds from the initial public offering of the A shares of the Company in the PRC, which was originally planned for the purchase of two 3,000-TEU container vessels, to the contribution of the registered capital of Dalian International Container Terminal Co., Ltd. be and is hereby approved.”
			SPECIAL RESOLUTION FOR4 AGAINST4 ABSTAIN4
	3.		A. “THAT the issue of Domestic Corporate Bonds to be issued by the Company with an aggregate principal amount set forth below be and is hereby approved:		of not more than RMB 2.5 billion, on the conditions
			Aggregate principal amount Not more than RMB 2.5 billion
			Maturity 10 years to 20 years (subject to final determination by the Board according to market conditions prevailing at the time of issue)
			Use of proceeds The proceeds from the Domestic Corporate Bonds Issue will be used by the Company to adjust debt structure, repay bank loans and contribute to the working capital of the Company.
			Placing arrangement The Domestic Corporate Bonds may be offered, by way of placing, to the A Shareholders at the date when such placing proceeds. Subject to the Shareholders’ approval and authorization, the Directors shall determine whether to proceed with such placing and the specific arrangements of such placing, including its proportion to the entire Domestic Corporate Bonds Issue, will be made and determined by the Board according to the prevailing market conditions and other circumstances relating to the issue of the Domestic Corporate Bonds.
			Underwriting An underwriting syndicate to be organized for the Domestic Corporate Bonds Issue will underwrite the Domestic Corporate Bonds.
			Listing Application for listing and trading of the Domestic Corporate Bonds shall be filed with the Shanghai Stock Exchange as soon as possible following the completion of the issue of the Domestic Corporate Bonds. Subject to the approval of the PRC competent regulatory authorities, the application for listing and trading of the Domestic Corporate Bonds may be filed with other domestic stock exchange(s) in the PRC.
			Guarantee The intended investors of the proposed issue of Domestic Corporate Bonds will include insurance institutions which are required under the PRC relevant regulations to only subscribe the domestic corporate bonds with guarantee. Under current applicable PRC regulations, financial institutions are required not to provide guarantee for any issue of domestic corporate bonds. As such, Dalian Port Corporation Limited, the Company’s controlling shareholder which holds 54.42% of the total issued share capital of the Company has undertaken to provide irrevocable, unconditional, joint and several guarantees for the issue of the Domestic Corporate Bonds free of charge.
			Term of validity of the resolution The Sharehold passed, shall b at the EGM.	ers’ resolutions in respect of the Domestic Corporate Bonds Issue, if e valid for 36 months from the date of approval by the Shareholders
			B. “THAT the Board (and the Board s and certain relevant members f authorized, to deal with the rel according to the applicable laws issue (“Relevant Matters”); detail January 2011. The aforementioned by the Shareholders at the EGM.”	hall further authorize a committee comprising two or more Directors rom the senior management of the Company) be and is hereby evant matters in relation to the Domestic Corporate Bonds Issue and regulations and the market conditions prevailing at the time of s of the Relevant Matters were set out in the Notice of EGM dated 11 authorization shall be valid for 36 months from the date of approval
	Dated t	his	day of	2011 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.

• 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).

• If you wish to appoint any person other than the chairman of the EGM 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 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.

• IMPORTANT the column marked: Please indicate with a ““Against” if you wish✓” in the appropriate box under the column marked “For” if you wish to vote in favour of a resolution. Please indicate with a “to vote against a resolution. Please indicate with a “✓” in the appropriate box under the column marked “Abstain” if you wish✓” in the appropriate box underto 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 EGM in addition to those set out in the notice of EGM.

• 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.

• 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.

• 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 EGM 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 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

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

• 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”.