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

Mar 30, 2012

THIS SUPPLEMENTARY CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplementary 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 supplementary circular together with the accompanying revised proxy form 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 supplementary 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 supplementary 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)

SUPPLEMENTARY CIRCULAR TO THE CIRCULAR DATED 12 MARCH 2012 PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

SUPPLEMENTARY NOTICE OF THE EXTRAORDINARY GENERAL MEETING

This supplementary circular should be read together with the circular of the Company dated 12 March 2012 (the ‘‘Circular’’) to convene an extraordinary general meeting.

An extraordinary general meeting of the shareholders of the Company is to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on 27 April 2012 (‘‘EGM’’). A notice convening the EGM was set out on pages 4 to 5 of the Circular. A supplementary notice for the EGM is set out on pages 4 to 5 of this supplementary circular.

A proxy form in connection with the EGM, which was enclosed with the Circular, is revised to contain the proposed supplementary resolution set out in the supplementary notice for the EGM, and the revised proxy form (the ‘‘Revised Proxy Form’’) will supersede the proxy form enclosed with the Circular. The Revised Proxy Form will also be published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Whether or not you are able to attend the meeting, please complete and return the Revised Proxy Form in accordance with the instructions printed thereon as soon as practicable and in any event not later than 24 hours before the time designated for holding the meeting or any adjournment thereof. Completion and return of the Revised Proxy Form 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’’.

30 March 2012

CONTENTS

Page

Letter from the Board of Directors	Letter from the Board of Directors
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	Proposed Amendments to Article of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
4.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX — Supplementary Notice of Extraordinary General Meeting . . . . . . . . . . . . . .		4

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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: Zhang Fengge Xu Song Zhu Shiliang

Registered Office: Xingang Commercial Building Dayao Bay Dalian Free Trade Zone PRC

Non-executive Directors: Xu Jian Zhang Zuogang Zhongshan District

Place of Business in PRC:

No.1 Gangwan Street Dalian, Liaoning PRC

Independent non-executive Directors: Liu Yongze Gui Liyi Wan Kam To, Peter

30 March 2012

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTARY CIRCULAR TO THE CIRCULAR DATED 12 MARCH 2012 PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND

SUPPLEMENTARY NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

This supplementary circular should be read together with the circular of the Company dated 12 March 2012 (the ‘‘Circular’’) to convene the EGM which will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on 27 April 2012. Unless indicated otherwise, the terms used in this supplementary circular shall have the same meaning as those defined in the Circular.

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LETTER FROM THE BOARD

The purpose of this supplementary circular is to set out the details of the supplementary proposal on the amendments to the Articles of Association of the Company and to give you the supplementary notice of the EGM.

2. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

On 28 March 2012, the Company received from Dalian Port Corporation Limited (‘‘PDA’’), the controlling Shareholder of the Company, a proposal in relation to adding the proposal of amending the Articles of Association t of the Company to the agenda of EGM.

To meet the requirement of business development and maintain the competitive strength of the Company in respect of oil-related port business, the Board proposed to expand the Company’s business scope to include storage services for crude oil and refined oil within port area, international trade, import and export of goods and technology, and to amend paragraph 2 of Article 13 of the Articles of Association to be read 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)’’

Other than the above, the remaining parts of the Articles of Association remain unchanged. Subject to approval of the Shareholders at the EGM, the proposed amendments to the Articles of Association shall come into effect upon the approval by or filing with the competent PRC authorities.

3. THE EGM

The EGM is to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on 27 April 2012. The supplementary notice of EGM is enclosed with this supplementary circular, for the purpose of adding the proposed amendments to the Articles of Association of the Company, to the agenda of EGM for the Shareholders’ considering and, if thought fit, passing as a special resolution. The resolution originally proposed in the Circular will remain unchanged. Please refer to the notice of the EGM set out in the Circular for details of the other resolution to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

The Revised Proxy Form for use at the EGM will be delivered to the Shareholders together with this supplementary circular on the same day. The Revised Proxy Form contains the proposed supplementary resolution set out in the supplementary notice for the EGM, and the Revised Proxy Form will supersede the proxy form enclosed with the Circular. The Revised Proxy Form will also be published on the website of the Stock Exchange (www.hkex.com.hk).

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LETTER FROM THE BOARD

Whether or not you are able to attend the EGM, please complete and return the Revised Proxy Form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time designated for holding the meeting or any adjournment thereof. Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

4. RECOMMENDATION

The Directors believe that the proposed resolution in respect of the amendment to the Articles of Association of the Company is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders should vote in favour of such resolution to be proposed at the EGM.

By Order of the Board, ZHANG Fengge Acting Chairman

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX

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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)

SUPPLEMENTARY NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of Dalian Port (PDA) Company Limited (the ‘‘Company’’) dated 12 March 2012 (the ‘‘Circular’’) and the notice (the ‘‘Notice’’) of an extraordinary general meeting in (the ‘‘EGM’’), which set out the time and the venue of the EGM and the resolution to be proposed before the EGM for shareholders’ approval.

Unless otherwise stated, the terms used herein shall have the same meanings as those defined in the Circular.

SUPPLEMENTARY NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at Room 602, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on Friday, 27 April 2012 for the purposes of considering and, if thought fit, approving the following resolution, in addition to the previously proposed ordinary resolution set out in the Notice:

AS SPECIAL RESOLUTION

1. To consider and approve the following resolution as a special resolution

‘‘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)’’

• 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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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

APPENDIX

• (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.’’.

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

30 March 2012

Notes:

1. A revised proxy form for use at the EGM will be enclosed with this supplementary notice dated the same date. The revised proxy form will supersede the proxy form enclosed with the Circular. The revised proxy form will also be published on the website of the Stock Exchange (www.hkex.com.hk).

2. Please refer to the notice of the EGM set out in the Circular dated 12 March 2012 for details of the other resolution to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

3. The supplementary 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 are:

Executive Directors: ZHANG Fengge, XU Song and ZHU Shiliang

Non-executive Directors: XU Jian and ZHANG Zuogang

Independent Non-executive Directors: LIU Yongze, GUI Liyi and WAN Kam To, Peter

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