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

Jan 11, 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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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)

NOTICE OF 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.”

• 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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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)

4. Use of proceeds

5. : 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.

6. Placing Arrangement

7. : 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.

8. Underwriting : An underwriting syndicate to be organized for the Domestic Corporate Bonds Issue will underwrite the Domestic Corporate Bonds.

9. 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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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 : The Shareholders’ resolutions in respect of 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;

• (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;

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• (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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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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