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

Mar 12, 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)

PROXY FORM FOR THE SECOND EXTRAORDINARY GENERAL MEETING IN 2012 TO BE HELD ON 27 APRIL 2012

I/We[1]

of (address)

being the shareholder(s) of Dalian Port (PDA) Company Limited (the ‘‘Company’’) holding

H Shares[2] , 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 resolution set out in the notice of the Second Extraordinary General Meeting in 2012 (‘‘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 proxy form, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 March 2012.

• ORDINARY RESOLUTION 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.’’

Dated this day of 2012 Signature(s)

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).

1. 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.

2. IMPORTANT: Please indicate with a ‘‘√’’ in the appropriate box under the column marked ‘‘For’’ if you wish to vote in favour of a resolution. Please indicate with a ‘‘√’’ in the appropriate box under the column marked ‘‘Against’’ if you wish to vote against a resolution. Please indicate with a ‘‘√’’ in the appropriate box under the column marked ‘‘Abstain’’ if 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.

3. 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.

4. 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.

5. To be valid, this proxy form together with any notarised copy of the power of attorney or other authorization documents (if any) must be deposited, not less than 24 hours before the time appointed for holding the EGM or any of its adjournments (as the case may be) at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H Shares.

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

7. The Company is 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) Company Limited’’.