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

Mar 30, 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: 2880)

REVISED PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 27 APRIL 2012

I/We[1]

of (address)

H Shares[2] , as my/our proxy

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’’) and the supplementary notice of the 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 9:00 a.m. on 27 April 2012, 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 revised proxy form, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 March 2012 and the supplementary circular dated 30 March 2012.

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ORDINARY RESOLUTIONS FOR [4] AGAINST [4] ABSTAIN [4]
1. ‘‘THAT the election of Mr. Hui Kai 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 his appointment until the expiry of the term of
the third session of the board of the Company, being 23 June 2014, and his
annual remuneration shall be RMB500,000 be and is hereby approved.’’
SPECIAL RESOLUTION FOR [4] AGAINST [4] ABSTAIN [4]
2. ‘‘THAT
(a) paragraph 2 of Article 13 of the Article of Association be and is hereby
approved to be amended as follows:
‘‘The Company’s major scope of operation includes: provision of loading
and discharging, transportation, trans-shipment, storage and other port
and logistics services at international and domestic levels; provision of
facilities and services for passengers in respect of vessel waiting, going
aboard and disembarking; provision of terminal services for passenger
vessels (cruises) of domestic routes and international routes; provision of
storage services for crude oil and refined oil within port area; import and
export of goods and technology (the items which are prohibited by laws
and regulations are not allowed to be operated and the items which are
limited by laws and regulations shall be operated subject to the competent
approvals)’’
(b) the board of the Company be and is hereby authorised to apply for all
necessary approval by or carry out relevant filing procedures with the
relevant authorities in relation to such amendments pursuant to the
requirements of the relevant regulatory authorities.’’.
Dated this day of 2012 Signature(s)
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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 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 revised proxy form should be initialled by the person who signs it.

4. appropriateIMPORTANT:box underPleasetheindicatecolumnwithmarkeda ‘‘√’’‘‘Againstin the ’’appropriateif you wishboxto undervote againstthe columna resolution.marked Please‘‘For’’ indicateif you wishwith toa ‘‘vote√’’ ininthefavourappropriateof a resolution.box underPleasethe columnindicatemarkedwith a‘‘Abstain‘‘√’’ in ’’theif 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 EGM in addition to those set out in the notice of EGM.

5. This revised 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 revised proxy form is signed by an attorney, the power of attorney or other authorization document giving such authorization shall be notarised.

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.

7. beforeLimitedTo be valid,theat Shopstimethisappointed1712revised–1716,proxyfor17thholdingformFloor,togethertheHopewellEGMwithor Centre,anyany notarisedof 183its adjournmentsQueencopy’sofRoadthe(asEast,powertheWanchai,caseof attorneymayHongbe)oratKongotherthe forCompanyauthorizationholders’s ofH documentsHshareShares.registrar,(if any)Computersharemust be deposited,Hong Kongnot lessInvestorthan 24Serviceshours 8. The EGM is expected to last for half a day. Shareholders attending the EGM shall be responsible of their own transportation and accommodation expenses. 9. This revised proxy form will supersede the proxy form enclosed with the Circular dated 12 March 2012.

8. CompanyThe CompanyLimitedis 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)