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

Jan 11, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser.

If you have sold or transferred all your shares in Dalian Port (PDA) Company Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

APPOINTMENT OF PRC AUDITOR CHANGE IN USE OF PROCEEDS OF A SHARES ISSUE PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2011

A notice convening an extraordinary general meeting of the shareholders of the Company to be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 10:00 a.m. on 25 February 2011 is set out in the Appendix of this circular.

A form of proxy and a reply slip for use in connection with the extraordinary general meeting are enclosed herewith and published on the website of the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the meeting, please complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not later than 20 days and 24 hours, respectively, before the time designated for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

• 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”.

11 January 2011

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Appointment of PRC Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Change in Use of Proceeds of A Shares Issue . . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Issue of Domestic Corporate Bonds . . . . . . . . . . . . . . . . . . . .	4
5.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Procedures for Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX	– Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . .	9

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “A Share(s)”

• ordinary shares issued by the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and listed and traded on the SSE;

• “A Shares IPO” the initial public offering of A Shares of the Company in the PRC;

• “A Shares Prospectus” the prospectus issued by the Company dated 2 December 2010 relating to the A Shares IPO;

• “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;

• “Board” the board of Directors;

• “Company” 大連港股份有限公司 (Dalian Port (PDA) Company Limited*), a sino-foreign joint stock limited company incorporated in the PRC on 16 November 2005 with its H Shares listed on the main board of the Stock Exchange, and its A Shares listed on the SSE;

• “CSRC” 中國證券監督管理委員會 (China Securities Regulatory Commission);

• “Directors” the directors of the Company;

• “Domestic Corporate Bonds”

• domestic corporate bonds proposed to be issued by the Company with an aggregate principal amount of not more than RMB2.5 billion;

• “Domestic Corporate Bonds Issue”

• the offer and issue of the Domestic Corporate Bonds in the PRC;

• “Extraordinary General Meeting” or “EGM”

• the extraordinary general meeting of the Company to be convened at 10:00 a.m. on 25 February 2011, the notice of which is set out in the Appendix of this circular;

“Group” the Company and its subsidiaries;

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DEFINITIONS

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “H Shares”

• ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Hong Kong dollars and listed and traded on the main board of the Stock Exchange;

• “Latest Practicable Date”

• 7 January 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the Listing Rules of Securities on Shanghai Stock Exchange;

• “Net Proceeds”

• the total net proceeds from the A Shares IPO;

• “Proceeds Projects”

• the projects approved by the Shareholders at the second extraordinary general meeting of the Company in 2009 to be funded by the proceeds of the A Shares IPO;

• “Proceeds Project Dayaowan”

• being one of the Proceeds Projects, relating to the contribution to the registered capital of Dalian International Container Terminal Co., Ltd.;

• “Proceeds Project Vessel”

• being one of the Proceeds Projects, relating to the Company’s planned purchase of two 3,000-TEU container vessels;

• “PRC”

• the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

• “RMB”

• Renminbi, the lawful currency of the PRC;

• “Shareholders”

• shareholders of the Company;

• “SSE”

• Shanghai Stock Exchange

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

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LETTER FROM THE BOARD

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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)

Directors:

Executive Directors: Sun Hong Zhang Fengge Jiang Luning Su Chunhua

Registered Office:

Xingang Commercial Building Dayao Bay Dalian Free Trade Zone PRC

Place of Business in PRC:

Non-executive Directors: Lu Jianmin Xu Jian

No.1 Gangwan Street Zhongshan District Dalian, Liaoning PRC

Independent non-executive Directors: Wang Zuwen Zhang Xianzhi Ng Ming Wah, Charles

11 January 2011

To the Shareholders,

Dear Sir or Madam,

APPOINTMENT OF PRC AUDITOR CHANGE IN USE OF PROCEEDS OF A SHARES ISSUE PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2011

1. INTRODUCTION

The purpose of this circular is to set out (i) details of the proposed appointment of the PRC auditor of the Company; (ii) the proposed change in the use of proceeds of A Shares IPO; (iii) the proposed issue of Domestic Corporate Bonds; and to give you the notice of the EGM.

• 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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LETTER FROM THE BOARD

2. APPOINTMENT OF PRC AUDITOR

Reanda Certified Public Accountants Co., Ltd. (“ Reanda ”) is a certified public accountants firm registered in the PRC. By tendering and bidding, Reanda was engaged by the Company as the auditor in respect of the A Shares IPO. As such, Reanda has obtained familiarity with the businesses of the Group including the businesses and assets newly acquired from Dalian Port Corporation Limited in connection with the A Shares IPO.

Having taken into consideration of Reanda’s familiarity with the enlarged businesses of the Group gained by its auditing such enlarged business of the Group, and, for the purpose of timely issue of the Company’s first audited financial statements prepared under PRC GAAP after the A Shares IPO and assisting the Shareholders and investors of the Company to accurately assess the financial position of the Company based on the continuity of the audit, the Board proposes to appoint Reanda as the PRC auditor of the Company for the year 2010 to hold office until the conclusion of the annual general meeting for the year 2010, and to fix fee to be paid to Reanda for its rendering audit services.

3. CHANGE IN USE OF PROCEEDS OF A SHARES ISSUE

Pursuant to the authorization granted by the Shareholders at the second extraordinary general meeting of the Company, which was held on 30 November 2009, the Board may allocate the Net Proceeds, on the Proceeds Projects by taking into account various factors, including but not limited, the budget, priority and progress of the projects and the amount of Net Proceeds.

After due consideration that (i) the demand for transportation in container vessels between the northern ports and the southern ports in the PRC has little growth; (ii) the Proceeds Project Vessels are not appropriate for the current market conditions and the market prices for such type of container vessels has risen beyond the previous budget of the Company; and (iii) while the Net Proceeds are required to be used within 2 years from the date they were raised, the Company cannot confirm the implementation of Proceeds Project Vessel at this stage, the Board proposes not to purchase the originally planned two 3,000-TEU container vessels and to re-allocate the proceeds of RMB54,000,000, which would have been allocated for such project if it is to be implemented, to the contribution of the registered capital of Dalian International Container Terminal Co., Ltd. under Proceeds Project Dayaowan in addition to its original allocation of RMB30,041,500 from the Net Proceeds. After the aforesaid adjustment, the total use of Net Proceeds allocated to Proceeds Project Dayaowan will be RMB84,041,500.

4. PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS

For the purpose of adjusting its debt structure, meeting fund demand for future capital investment, reducing financing cost and improving the financial performance and overall competitive strength in the market, the Board proposes to issue the Domestic Corporate Bonds with an aggregate principal amount of not more than RMB2.5 billion.

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LETTER FROM THE BOARD

The proposed arrangements for the Domestic Corporate Bonds Issue are set forth below:

• Aggregate principal : Not more than RMB2.5 billion amount

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.

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LETTER FROM THE BOARD

• Guarantee : The intended investors of the proposed issue of Domestic Corporate Bonds will include insurance institutions which are required 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 Shareholders’ resolutions in respect of the the resolution Domestic Corporate Bonds Issue, if passed, shall be valid for 36 months from the date of approval by the Shareholders at the EGM.

Domestic Corporate Bonds to be issued are not convertible into shares of the Company.

The Domestic Corporate Bonds will be offered to qualified domestic institutional investors and PRC citizens holding valid personal identification documents.

It will be submitted to the Shareholders to consider and, if thought fit, approve to authorize the Board (and the Board shall further authorize a committee comprising two or more Directors and certain relevant members from the senior management of the Company ) , to deal with (including, but not limited to) the following matters in relation to the Domestic Corporate Bonds Issue according to the applicable laws and regulations and the market conditions prevailing at the time of issue:

• (1) to determine, to the extent permitted by laws and regulations and according to the Company’s specific circumstances and the prevailing market conditions, the specific terms and arrangements of the Domestic Corporate Bonds Issue and make any changes and adjustments to such terms and arrangements, including but not limited to, total amount, maturity, coupon rate or the calculation formula, timing, offer tranche (if any), redemption and repurchase mechanism (if any), duration and method of repayment of the principal and the interests, security matters, placing arrangements, place of listing and any other matters in relation to the Domestic Corporate Bonds Issue;

• (2) to appoint the relevant intermediaries and to prepare and submit the relevant application documents to the relevant regulatory authorities;

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LETTER FROM THE BOARD

• (3) to select the bonds trustee manager, execute the entrusted management agreement and other necessary documents and formulate the rules on the meetings of the holders of the Domestic Corporate Bonds;

• (4) to sign any agreements, contracts and other documents necessary for the Domestic Corporate Bonds Issue and make appropriate information disclosure pursuant to the relevant regulatory rules;

• (5) to deal with the matters relating to the listing of the Domestic Corporate Bonds;

• (6) to apply to the relevant regulatory authorities for their approval on the Domestic Corporate Bonds Issue and to make adjustments to the specific terms and arrangements of the Domestic Corporate Bonds Issues according to the opinions of the relevant regulatory authorities or in the event of any changes in the relevant authorities’ policies regarding the offer and issue of corporate bonds or in the market conditions;

• (7) to deal with any other matters relating to the Domestic Corporate Bonds Issue; and

• (8) in the event of the Company’s failure to repay any amounts of principal or failure to pay any interest of the Domestic Corporate Bonds as scheduled or when such amounts fall due, to take measures accordingly to guarantee the repayment, including but not limited to: (i) not to propose to declare any profit distribution to the Shareholders; (ii) to postpone the implementation of capital expenditure projects such as material investment, merger or acquisition; (iii) to reduce or discontinue the payment of salaries and bonuses of Directors and members of senior management; and (iv) not to approve any transfer or secondment of the staff primarily responsible for the issue.

The above mentioned authorization, if granted, shall be valid for 36 months from the date of approval by the Shareholders at the EGM.

According to the Company Law of the PRC and the articles and association of the Company, the Domestic Corporate Bonds Issue is subject to the approval of the Shareholders and CSRC.

5. EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting is to be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 10:00 a.m. on 25 February 2011 for the purposes of considering and, if thought fit, passing resolutions to approve, among other things, the proposed appointment of PRC auditor of the Company, the proposed change in use of proceeds of A Shares IPO and the proposed issue of Domestic Corporate Bonds (details has been set out in the notice of the EGM as the Appendix to this circular).

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LETTER FROM THE BOARD

A reply slip and proxy form for use at the EGM will be delivered to the Shareholders together with this circular on the same day. Whether or not you are able to attend the EGM, please complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 20 days and 24 hours, respectively before the time designated for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

6. PROCEDURES FOR VOTING

Pursuant to rule 13.39(4) of the Listing Rules, the voting of the Shareholders of the Company at the EGM will be taken by way of poll.

7. RECOMMENDATION

The Directors believe that the proposed resolutions in respect of the appointment of PRC auditor, the change in use of proceeds of A Shares IPO and the issue of Domestic Corporate Bonds are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders should vote in favour of all resolutions to be proposed at the EGM.

By Order of the Board, SUN Hong Chairman

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APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

THE FIRST EXTRAORDINARY GENERAL MEETING IN 2011

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of Dalian Port (PDA) Company Limited (the “ Company ”) in 2011 will be held at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 10:00 a.m. on 25 February 2011, Friday for the purposes of considering and, if thought fit, approving the following matters:

AS ORDINARY RESOLUTIONS

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 RMB250,000 be and is hereby approved”, and

2. “ THAT the 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.”

AS SPECIAL RESOLUTION

1. “ THAT the issue of domestic corporate bonds to be issued by the Company with an aggregate principal amount of not more than RMB2.5 billion (“ Domestic Corporate Bonds ”), on the conditions set forth below be and is hereby approved:

2. Aggregate principal : Not more than RMB2.5 billion amount

3. Maturity : 10 years to 20 years (subject to final determination by the Board according to market conditions prevailing at the time of issue)

• 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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APPENDIX

NOTICE OF EXTRAORDINARY GENERAL MEETING

• 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 holders of the domestic shares (“ A Shares ”) of the Company listed on the Shanghai Stock Exchange (“ 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.

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APPENDIX

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Shareholders’ resolutions in respect of the the resolution Domestic Corporate Bonds Issue, if passed, shall be valid for 36 months from the date of approval by the Shareholders at the EGM.

And THAT, the Board be and is hereby authorized (and the Board shall further authorize a committee comprising two or more Directors and certain relevant members from the senior management of the Company), to deal with (including, but not limited to) the following matters in relation to the Domestic Corporate Bonds Issue according to the applicable laws and regulations and the market conditions prevailing at the time of issue:

• (1) to determine, to the extent permitted by laws and regulations and according to the Company’s specific circumstances and the prevailing market conditions, the specific terms and arrangements of the Domestic Corporate Bonds Issue and make any changes and adjustments to such terms and arrangements, including but not limited to, total amount, maturity, coupon rate or the calculation formula, timing, offer tranche (if any), redemption and repurchase mechanism (if any), duration and method of repayment of the principal and the interests, security matters, placing arrangements, place of listing and any other matters in relation to the Domestic Corporate Bonds Issue;

• (2) to appoint the relevant intermediaries and to prepare and submit the relevant application documents to the relevant regulatory authorities;

• (3) to select the bonds trustee manager, execute the entrusted management agreement and other necessary documents and formulate the rules on the meetings of the holders of the Domestic Corporate Bonds;

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APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING

• (4) to sign any agreements, contracts and other documents necessary for the Domestic Corporate Bonds Issue and make appropriate information disclosure pursuant to the relevant regulatory rules;

• (5) to deal with the matters relating to the listing of the Domestic Corporate Bonds;

• (6) to apply to the relevant regulatory authorities for their approval on the Domestic Corporate Bonds Issue and to make adjustments to the specific terms and arrangements of the Domestic Corporate Bonds Issues according to the opinions of the relevant regulatory authorities or in the event of any changes in the relevant authorities’ policies regarding the offer and issue of corporate bonds or in the market conditions;

• (7) to deal with any other matters relating to the Domestic Corporate Bonds Issue; and

• (8) in the event of the Company’s failure to repay any amounts of principal or failure to pay any interest of the Domestic Corporate Bonds as scheduled or when such amounts fall due, to take measures accordingly to guarantee the repayment, including but not limited to: (i) not to propose to declare any profit distribution to the Shareholders; (ii) to postpone the implementation of capital expenditure projects such as material investment, merger or acquisition; (iii) to reduce or discontinue the payment of salaries and bonuses of Directors and members of senior management; and (iv) not to approve any transfer or secondment of the staff primarily responsible for the issue.

The above mentioned authorization shall be valid for 36 months from the date of approval by the Shareholders at the EGM.”

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

11 January 2011

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APPENDIX NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. 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.

2. In order to determine the shareholders who are entitled to attend the EGM, the registers of members for H shares of the Company shall be closed from Wednesday, 26 January 2011 to Friday, 25 February 2011 (both days inclusive), during which no share transfer will be registered. In order 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 25 January 2011. Holders of the H Shares whose names appear on the registers of members for H Shares on Wednesday, 26 January 2011 are entitled to attend the EGM.

3. 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 authorizing that attorney to sign or other authorization documents must be notarized.

4. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the H share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 2 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 6 below on or before 5:00 p.m. on Friday, 4 February 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 8279 8566-801/811 Facsimile No.: 86 411 8279 8566-805/8279 8108

1. The EGM is expected to last for half a day and the Shareholders (in person or by proxy) attending the meeting shall be responsible for their own transportation and accommodation expenses.

2. The notice of EGM for the shareholders of A shares of the Company will be given separately.

As at the date of this notice, the Board of Directors of the Company comprises four executive directors, namely Mr. SUN Hong, Mr. ZHANG Fengge, Mr. JIANG Luning and Ms. SU Chunhua, two non-executive directors, namely Mr. LU Jianmin and Mr. Xu Jian, and three independent non-executive directors, namely Mr. Wang Zuwen, Mr. ZHANG Xianzhi and Mr. Ng Ming Wah, Charles.

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