Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2012

Dec 6, 2012

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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 of H share: 2880; Stock Code of A share: 601880)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 JANUARY 2013

I/We[1]

of (address)

H Shares[2] ,

being the shareholder(s) of Dalian Port (PDA) Company Limited (the ‘‘Company’’) holding H Shares , 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 extraordinary general meeting (‘‘EGM’’) at the EGM 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 25 January 2013, or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

Unless otherwise indicated in this proxy form, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 6 December 2012.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
	1.	To consider and approve the Equity Transfer Agreement dated 30 October 2012 and entered into between the Company and Dalian Port Corporation Limited (大連港集團有限公司), the transaction contemplated thereunder and exemption of Dalian Port Corporation Limited (大連 港集團有限公司) from strict compliance with terms of the Non-competition Agreement (as revised) in respect of carrying on business which the Dalian Port Petrochemical Co., Ltd. currently is engaged in, and authorization for the Director to take such steps as he/she may consider necessary or appropriate to give effect to or in connection with the agreement.
	2.	To consider and approve the Purchase of Goods and Services Agreement dated 30 October 2012 and entered into between the Company and Dalian Port Corporation Limited (大連港集 團有限公司), the continuing connected transactions contemplated thereunder and the related proposed annual caps, and authorization for the Director to take such steps as he/she may consider necessary or appropriate to give effect to or in connection with the agreement.
	3.	To consider and approve the Terminal Facilities Design and Construction Services Agreement dated 30 October 2012 and entered into between the Company and Dalian Port Corporation Limited (大連港集團有限公司), the continuing connected transactions contemplated thereunder and the related proposed annual caps, and authorization for any Director to take such steps as he/she may consider necessary or appropriate to give effect to or in connection with the agreement.
	4.	To consider and approve election of Ms. Su Chun Hua as an executive director of the Company effective from the conclusion of the EGM and for a term commencing from the date of the resolution approving her appointment until the expiry of the term of the third session of the Board, and authorise the Board to determine her remuneration by reference to her performance appraisal results in accordance with the performance appraisal system for the senior management of the Company.
	5.	To consider and approve the election of Mr. Sun Junyou as a supervisor of the Company effective from the conclusion of the EGM and for a term commencing from the date of the resolution approving his appointment until the expiry of the term of the third session of the supervisory committee. No remuneration shall be paid to Mr. Sun Junyou for his acting as supervisor of the Company.
	6.	To consider and approve the election of Mr. Zhang Guofeng as a supervisor of the Company effective from the conclusion of the EGM and for a term commencing from the date of the resolution approving his appointment until the expiry of the term of the third session of the supervisory committee. No remuneration shall be paid to Mr. Zhang Guofeng for his acting as supervisor of the Company.
	SPECIAL RESOLUTION		FOR4	AGAINST4	ABSTAIN4
	1.	‘‘THAT is hereby approved: (a) subject to the aggregate nominal value of H Shares which may be repurchased pursuant to the approval in this paragraph (a) 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 (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) 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’’);

SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	SPECIAL RESOLUTION	FOR4	FOR4	AGAINST4	ABSTAIN4
	(b) the approval in paragraph (a) 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 (b)(i)) at the extraordinary general meeting for shareholders of the Company, the class meeting for holders of A Shares of the Company and the class meeting for holders of H Shares of the Company to be held on Friday, 25 January 2013 (or on such adjourned date as may be applicable), respectively; (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;
	(c) 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
	(d) subject to approval of all relevant governmental authorities in the PRC for 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 cancellation 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.’’
Dated this		day of	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 proxy form 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 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.

4. withunderIMPORTANT:a the‘‘√’’columnin thePleaseappropriatemarkedindicate‘‘Abstainboxwithunder’’ aif‘‘you√the’’ incolumnwishthe toappropriatemarkedabstain ‘‘fromAgainstbox votingunder’’ if theonyouacolumnwishresolution.tomarkedvoteFailureagainst‘‘For’’toaiftickresolution.youthewishboxPleasetowillvoteentitleindicatein favouryourwithofproxyaa‘‘resolution.√’’toincastthe yourappropriatePleasevoteindicateat boxhis 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.

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 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.

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8. Completion and return of this proxy form will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should such shareholders so wish.

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

10. The‘‘DalianCompanyPort (PDA)is registeredCompanyas aLimitedNon-Hong’’. Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under the English name