Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2014

Jun 12, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 circular, together with the accompanying form of proxy and reply slip, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 circular, 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 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)

AMENDMENTS TO ARTICLES OF ASSOCIATION ELECTION OR RE-ELECTION OF DIRECTORS AND SUPERVISORS PROPOSED AUTHORIZATION IN RELATION TO OVERSEAS BOND ISSUE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 31 July 2014 at 9:00 a.m. is set out on pages EGM-1 to EGM-10 of this circular.

A form of proxy and a reply slip for use in connection with the EGM are enclosed herewith and published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk). Whether or not you are able to attend the EGM, please complete, sign and return the reply slip and the form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event no later than 20 days and 24 hours, respectively, before the time designated for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

• The Company is registered as Non-Hong Kong company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

13 June 2014

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “Articles of Association” or “Articles”

• the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;

• “A Share(s)”

• ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB and listed and traded on the Shanghai Stock Exchange;

• “Board” the board of Directors;

• “Company”

• 大連港股份有限公司 (Dalian Port (PDA) Company Limited*), a sino-foreign joint stock limited company incorporated in the PRC, the H Shares and A Shares of which are listed on the main board of the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively;

• “controlling shareholder”

• has the meaning ascribed to it under the Listing Rules;

• “Director(s)” the director(s) of the Company;

• “EGM”

• the extraordinary general meeting of the Company 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 Thursday, 31 July 2014;

• “Group” the Company and its subsidiaries;

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC;

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited;

• “H Share(s)”

• ordinary shares issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Hong Kong dollars and listed and traded on the main board of the Hong Kong Stock Exchange;

• The Company is registered as Non-Hong Kong company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

– 1 –

DEFINITIONS

“Latest Practicable Date” 10 June 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein; “Listing Rules” The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange; “PRC” or “China” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan); “RMB” or “Renminbi” Renminbi yuan, the lawful currency of the PRC; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” the A Share(s) or the H Share(s); “Shareholder(s)” holder(s) of Shares of the Company; “substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules; “Supervisor(s)” the supervisor(s) of the Company; and “Supervisory Committee” the committee of Supervisors.

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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: Hui Kai (Chairman) Xu Song Zhu Shiliang Su Chunhua

Non-executive Directors: Xu Jian Zhang Zuogang

Independent Non-executive Directors: Liu Yongze Gui Liyi Wan Kam To, Peter Yu Long

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

Principal place of business in the PRC: Xingang Commercial Building Jingang Road Dalian International Logistic Park Zone Liaoning Province PRC

13 June 2014

To the Shareholders

Dear Sir or Madam,

AMENDMENTS TO ARTICLES OF ASSOCIATION ELECTION OR RE-ELECTION OF DIRECTORS AND SUPERVISORS PROPOSED AUTHORIZATION IN RELATION TO OVERSEAS BOND ISSUE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A. INTRODUCTION

Reference is made to the announcements of the Company dated 23 May 2014 and 9 June 2014. The purpose of this circular is to set out, amongst other things, details in relation to (i) the proposed amendments to the Articles of Association; (ii) the proposed

• The Company is registered as Non-Hong Kong company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

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LETTER FROM THE BOARD

election or re-election of Directors and Supervisors to the fourth session of the Board and the fourth session of the Supervisory Committee; and (iii) the proposed authorization in relation to overseas bonds issue, and to give you notice of the EGM to consider and approve the relevant ordinary resolutions and special resolutions.

B. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

In order to improve the Company’s corporate governance practice and rationalise the operation mechanism of the Board and the Supervisory Committee, the following amendments to the Articles of Association in respect of the respective size of the Board and the Supervisory Committee have been proposed to be considered and approved, by a special resolution, at the EGM:

Paragraph 1 of Article 161 of the Articles of Association currently reads:

“The company shall establish a board, which shall be accountable to and report to the general meeting. The board shall be composed of ten directors, four of which are independent directors. The board shall have one chairman.”

Paragraph 1 of Article 161 is proposed to be amended as:

“The company shall establish a board, which shall be accountable to and report to the general meeting. The board shall consist of nine directors, three of which are independent directors. The board shall have one chairman.”

Paragraph 1 of Article 194 of the Articles of Association currently reads:

“The supervisory committee shall consist of six supervisors, one of which shall be the chairman of the supervisory committee. The term of office of each supervisor shall be a period of 3 years and shall be eligible for re-election.”

Paragraph 1 of Article 194 is proposed to be amended as:

“The supervisory committee shall consist of five supervisors, one of which shall be the chairman of the supervisory committee. The term of office of each supervisor shall be a period of three years and shall be eligible for re-election.”

Paragraph 1 of Article 195 of the Articles of Association currently reads:

“The supervisory committee shall consist of two shareholder representatives, two independent supervisors and two representatives of the staff and workers of the company. The shareholder representatives and the independent supervisors shall be subject to election and removal at a general meeting. Supervisors representing the staff and workers shall be elected and removed by the staff and workers of the company through democratic process.”

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LETTER FROM THE BOARD

Paragraph 1 of Article 195 is proposed to be amended as:

“The supervisory committee shall consist of two shareholder representatives, two representatives of the staff and workers of the company and one independent supervisor of the company. The shareholder representatives and the independent supervisor shall be subject to election and removal at a general meeting. Supervisors representing the staff and workers shall be elected and removed by the staff and workers of the company through democratic process.”

C. ELECTION OR RE-ELECTION OF DIRECTORS AND SUPERVISORS

Due to that the term of the third session of the Board and the Supervisory Committee will expire on 23 June 2014, pursuant to the Company Law of the PRC and the Articles of Association, the Board and the Supervisory Committee have respectively passed the resolution for the proposed appointment of the members of the fourth session of the Board and the fourth session of the Supervisory Committee, subject to approval by the Shareholders at the EGM. The existing Directors and Supervisors of the Company shall continue to perform their duties until the members of the new session of Board and Supervisory Committee have been elected by the Shareholders at the EGM.

(a) Election or re-election of Directors

Mr. Hui Kai, Mr. Xu Song, Mr. Zhu Shiliang, Ms. Su Chunhua, Mr. Xu Jian, Mr. Zhang Zuogang, Mr. Wan Kam To, Peter, Mr. Guo Yu and Ms. Jiang Qian have been proposed for re-election or election (as the case may be) as a Director of the Company at the EGM.

The Board will seek authorization from the Shareholders at the EGM to determine the remuneration of the executive Directors by reference to their respective duties and performance in the management of the Company. The remuneration of the independent non-executive Directors will be determined in accordance with the Company’s remuneration standards for independent Directors approved by the Shareholders. The non-executive Directors shall not receive remuneration from the Company. Save as disclosed above, no other welfare or bonus shall be paid to the Directors in connection with their respective appointment as Director.

The election or re-election of Directors will be individually voted on by the Shareholders at the EGM.

Biographical details of the director candidates proposed to be elected or re-elected (as the case may be) at the EGM are set out in paragraph A of the Appendix to the notice of EGM.

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LETTER FROM THE BOARD

(b) Election or re-election of Supervisors

Mr. Sun Junyou, Mr. Yin Shihui and Mr. Kong Xianjing have been proposed for re-election and election (as the case may be) as a Supervisor of the Company at the EGM. According to the relevant PRC laws, the Supervisory Committee shall include supervisors representing the employees of the Company (the “ Employee Representative Supervisors ”) whom shall be elected by the employees.

The remuneration of the independent Supervisor Mr. Kong Xianjing will be, subject to appointment by the Shareholders, determined in accordance with the Company’s remuneration standards for independent Supervisors approved by the Shareholders. The other Supervisors, including the Employee Representative Supervisors, shall not receive remuneration from the Company with respect to acting as Supervisor. Save as disclosed above, no other welfare or bonus shall be paid to the Supervisors in connection with their respective appointment as Supervisor.

The election or re-election of Supervisors will be individually voted on by the Shareholders at the EGM.

Biographical details of the supervisor candidates proposed to be elected or re-elected (as the case may be) at the EGM are set out in paragraph B of the Appendix to the notice of EGM.

Subject to the approval of the Shareholders on the proposed election or re-election of the Directors and Supervisors (as the case may be) at the EGM, the Company will enter into a service contract with each of the Directors and Supervisors, respectively, in respect of his/her services to the Company stating, among other things, the annual remuneration (if any) and the length of service.

D. PROPOSED AUTHORIZATION IN RELATION TO OVERSEAS BOND ISSUE

To fully leverage the favorable policies and interest rates in the overseas capital markets, further reduce financing costs and give the Company flexibility in raising funds, the Board resolved to propose to the Shareholders at the EGM to grant an authorization to the Board (and where appropriate, two Directors duly authorized by the Board) to formulate specific proposal for issuing bonds on the overseas market with an aggregate principal amount of not more than RMB1 billion for a term of three to five years in accordance with the Company’s current status of assets and liabilities and funding requirements and subject to the fulfillment of the relevant regulatory requirements, to implement the plan when appropriate, and to deal with (including, but not limited to) the matters in relation to the issue of such bonds.

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LETTER FROM THE BOARD

E. EGM

The EGM is to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 31 July 2014 at 9:00 a.m. to approve the resolutions in relation to proposed amendments to the Articles of Association, the proposed election or re-election of Directors and Supervisors and the proposed authorization in relation to overseas bonds issue.

The notice of EGM is set out on pages EGM-1 to EGM-10 of this circular. Whether or not you are able to attend the EGM, please complete and return the reply slip and the proxy form in accordance with the instructions printed thereon as soon as practicable and in any event no later than 20 days and 24 hours, respectively, before the time designated for holding the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from Monday, 30 June 2014 to Thursday, 31 July 2014 (both dates inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H Shares register of members as at 30 June 2014 are entitled to attend and vote at the EGM. In order to qualify for attending and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents in respect of transfer of H Shares must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 27 June 2014.

Pursuant to Rule 13.39(4) of the Listing Rules, the votes of the Shareholders at the EGM shall be taken by poll.

According to the Articles and the applicable PRC regulatory requirements, voting at the EGM in respect of ordinary resolutions 1 and 2 in relation to the proposed election or re-election of Directors and Supervisors (as the case may be) shall be conducted by way of accumulative voting. Please refer to notes 4 of the form of proxy enclosed herewith for further details in respect of the accumulative voting.

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LETTER FROM THE BOARD

F. RECOMMENDATIONS

The Directors believe that the proposed resolutions in respect of, among other things, the proposed amendments to the Articles of Association, the proposed election or re-election of Directors and Supervisors and the proposed authorization in relation to overseas bonds issue, are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders should vote in favour of all resolutions to be proposed at the EGM.

Yours faithfully, By Order of the Board Hui Kai Chairman

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NOTICE OF EGM

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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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Dalian Port (PDA) Company Limited (the “ Company ”) will be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, PRC on Thursday, 31 July 2014 at 9:00 a.m. for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 13 June 2014 (the “ Circular* ”).

AS ORDINARY RESOLUTIONS

1. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election or re-election (as the case may be) of Directors of the Company, and the remuneration thereof (if any):

2. A. THAT the re-election of Mr. Hui Kai as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the board to determine his remuneration by reference to his duty and performance in the management of the Company.

3. B. THAT the re-election of Mr. Xu Song as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the board to determine his remuneration by reference to his duty and performance in the management of the Company.

4. C. THAT the re-election of Mr. Zhu Shiliang as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the board to determine his remuneration by reference to his duty and performance in the management of the Company.

5. D. THAT the re-election of Ms. Su Chunhua as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the board to determine her remuneration by reference to her duty and performance in the management of the Company.

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NOTICE OF EGM

• E. THAT the re-election of Mr. Xu Jian as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Xu Jian for his position as a non-executive Director of the Company.

• F. THAT the re-election of Mr. Zhang Zuogang as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Zhang Zuogang for his position as a non-executive Director of the Company.

• G. THAT the re-election of Mr. Wan Kam To, Peter as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined by the Board in accordance with the Company’s remuneration standards for independent Directors approved by the Shareholders.

• H. THAT the election of Mr. Guo Yu as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; and his annual remuneration shall be determined by the Board in accordance with the Company’s remuneration standards for independent Directors approved by the Shareholders.

• I. THAT the election of Ms. Jiang Qian as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and her annual remuneration shall be determined by the Board in accordance with the Company’s remuneration standards for independent Directors approved by the Shareholders.

The profiles of the proposed directors of the Company are set out in paragraph A of the Appendix to this notice.

1. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election or re-election (as the case may be) of Supervisors of the Company, and the remuneration thereof:

2. A. THAT the re-election of Mr. Sun Junyou as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Sun Junyou for his position as a Supervisor of the Company.

3. B. THAT the election of Mr. Yin Shihui as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Yin Shihui for his position as a Supervisor of the Company.

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NOTICE OF EGM

• C. THAT the election of Mr. Kong Xianjing as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the Company’s remuneration standards for independent Supervisors approved by the Shareholders.

The profiles of the proposed supervisors of the Company are set out in paragraph B of the Appendix to this notice.

AS SPECIAL RESOLUTIONS

1. To consider and approve the amendments of the Articles of Association (details of which are set out in the Circular dated 13 June 2014), and authorize the Board to apply for all necessary approval and make all necessary filings and registrations with the relevant authorities in relation to such amendments.

2. To consider and approve the authorization to the Board (and where appropriate, two Directors duly authorized by the Board) to formulate specific proposal for issuing bonds on the overseas market with an aggregate principal amount of not more than RMB1 billion for a term of three to five years in accordance with the Company’s current status of assets and liabilities and funding requirements and subject to the fulfillment of the relevant regulatory requirements, to implement the plan when appropriate, and to deal with (including but not limited to) the matters in relation to the issue of such bonds.

By Oder of the Board GUI Yuchan LEE Kin Yu, Arthur Joint Company Secretaries

13 June 2014

Notes:

1. Pursuant to rule 13.39(4) of the Listing Rules, votes of the Shareholders at the EGM shall be taken by poll.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy needs not to be a Shareholder. Shareholders shall have one vote for each Share that they hold.

3. In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from Monday, 30 June 2014 to Thursday, 31 July 2014 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H Shares register of members as at 30 June 2014 are entitled to attend and vote at the EGM. In order to qualify for attending and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents in respect of transfer of H Shares must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 27 June 2014.

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NOTICE OF EGM

1. The instruments appointing a proxy must be in writing under the hand of the 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.

2. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board, at the address as stated in Note 7 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 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 EGM or any adjourned meeting should such Shareholders so wish.

1. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip by hand, by post or by fax to the office of the Board at the address as stated in Note 7 below no later than 20 days before the date of the EGM.

2. The contact details of the office of the Board are as follows:

26/F Xingang Commercial Building Jingang Road Dalian International Logistic Park Zone Liaoning Province PRC Postal Code: 116601 Telephone No.: 86 411 8759 9899/8759 9901 Facsimile No.: 86 411 8759 9854

1. Shareholders or their proxies attending the EGM shall be responsible for their own transportation and accommodation expenses.

As at the date of this notice, the Board comprises of:

Executive directors: HUI Kai, XU Song, ZHU Shiliang and SU Chunhua Non-executive director: XU Jian and ZHANG Zuogang Independent non-executive LIU Yongze, GUI Liyi, WAN Kam To, Peter and YU directors: Long

• The Company is registered as a Non-Hong Kong company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name “Dalian Port (PDA) Company Limited”.

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NOTICE OF EGM

A. PROFILES OF THE PROPOSED DIRECTORS FOR ELECTION OR RE-ELECTION

Executive Directors

Mr. Hui Kai (惠凱) , aged 50, Chinese national, an executive Director and the chairman of the Board of the Company. After graduating from the civil engineering department of Dalian Institute of Technology majoring in port and sea-route engineering in 1987, Mr. Hui held positions of the deputy commander for the Construction Projects of Yingkou Port, the general manager of Harbour Construction and Development Company of Port of Yingkou Authority, the deputy director of Port of Yingkou Authority, the vice director and deputy secretary of party committee of Yingkou City Planning Commission, the director and secretary of party committee of Yingkou City Foreign Economic Relations & Trade Commission, the director and secretary of party committee of Yingkou City Foreign Trade & Economic Cooperation Bureau, the deputy director of Dalian Port Authority, the director and secretary of party committee of Dalian Port Administration Bureau, the director and secretary of party committee of Port of Dalian Authority, the deputy secretary of Dalian Port Party Working Committee, vice secretary of party committee and chairman of the People’s Government of Lvshunkou District of Dalian, and the director of Dalian Municipal Commission of Development and Reform. He is the chairman of the board of directors and general manager of Dalian Port Corporation Limited as well as chairman of Northeast Asia Spot Commodity Exchange Limited. Mr. Hui has obtained a master degree in business administration from Roosevelt University, a postgraduate master degree in transportation planning and management from Dalian Maritime University, and a postgraduate doctor degree in management science and engineering from Dalian University of Technology.

Mr. Xu Song (徐頌) , aged 42, Chinese national, an executive Director and the general manager of the Company. Mr. Xu joined Port of Dalian Authority in 1992 and held various positions in the past, including the planner at the resource department of Port Construction Headquarter of Dalian Port, the planner at the resource management division of the construction and engineering department of Port of Dalian Authority, the deputy chief of the general department of Dalian Port Investment and Development Company Limited, the deputy chief of the business development department of Dalian Port Container Comprehensive Development Company, the deputy general manager of Dalian Port Logistics Network Co., Ltd., the deputy general manager and the general manager of Dalian Jifa Logistics Co., Ltd., the general manager of Dalian Port Container Co., Ltd., and the deputy general manager of Dalian Port Corporation Limited. Mr. Xu is currently a Director of Dalian Port Corporation Limited, and also serves as the chairman of the board of directors of Dalian Port Container Development Co., Ltd., Dalian Ocean Shipping Tally Co., Ltd., and deputy chairman of Dalian China Oil Dock Management Co., Ltd., as well as a director of Zhongshi International Logistics Co., Ltd. Mr. Xu has obtained a doctorate degree from Dalian Maritime University majoring in transportation planning and management, a master degree from Dongbei

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NOTICE OF EGM

University of Finance and Economics majoring in business administration, a master degree from Coventry University majoring in international business management and a bachelor degree from Huazhong University of Science and Technology majoring in resource management. Mr. Xu is a senior economist and has nearly twenty years of experience in managing port business and extensive experience in business and management.

Mr. Zhu Shiliang (朱世良) , aged 54, Chinese national, an executive Director and a deputy general manager of the Company. Mr. Zhu joined Port of Dalian Authority in 1981 and held the positions of both deputy director and director of Dalian Port Freight Development and Service Center, the manager of Dalian Port Dayaowan Stevedoring Company, the general manager of Dalian Port Bulk Gain Terminal Company, the deputy general manager of the Company, and the assistant to general manager of Dalian Port Corporation Limited. Mr. Zhu currently acts as the chairman of the board of directors of Odfjell Terminals (Dalian) Ltd., deputy chairman of Dalian Port Petro China International Terminal Co., Ltd., as well as a director of Dalian China Oil Dock Management Co., Ltd., Dalian Ocean Shipping Tally Co., Ltd. and China United Tally Co., Ltd. Mr. Zhu received tertiary education at Dalian Radio and Television University majoring in management and is an economist. He has about thirty years of experience in port business operation and management.

Ms. Su Chunhua (蘇春華) , aged 51, Chinese national, an executive Director and the chief accountant of the Company. Ms. Su joined the Port of Dalian Authority in 1988. She held the positions of the deputy head of the planning and financing department and the deputy head of the management center of the finance department heads-appointment of Dalian Port Corporation Limited, the head of the finance department of Dalian Port Corporation Limited, the executive Director, chief accountant and Supervisor of the Company. She also serves as director of Dalian Port Corporation Finance Company Limited, a supervisor of Dalian Portsoft Technology Co., Ltd. Ms. Su obtained a master degree from Dalian Maritime University majoring in transportation planning and management, and graduated from the faculty of water transport management in Shanghai Maritime University with a bachelor’s degree in water transport finance and accounting. She is a senior accountant and has more than twenty years of experience in finance and financial management.

Non-executive Directors

Mr. Xu Jian (徐健) , aged 49, Chinese national, a non-executive Director of the Company. After joining Port of Dalian Authority in 1988, he held the positions of the deputy manager of Dalian Harbour Construction Superintendence and Consulting Co., Ltd., the general manager of Dalian Port Construction Engineering Co., Ltd., the commander-in-chief for the Key Engineering Projects of Dalian Port and an assistant to general manager of Dalian Port Corporation Limited. He is currently a Director and a deputy general manager of Dalian Port Corporation Limited, the chairman of the board of directors of Dalian Taiping Bay Investment and Development Co., Ltd. Mr. Xu graduated from Tianjin University majoring in port

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NOTICE OF EGM

and sea-route engineering. He is a senior engineer of port engineering and has extensive experience in port planning and construction. He was awarded with “2006 Dalian 5.1 Labor Medal”.

Mr. Zhang Zuogang (張佐剛) , aged 51, Chinese national, a non-executive Director of the Company. Mr. Zhang joined Dalian Port Corporation Limited in April 2010. Prior to that, he held positions in Shenyang Industrial College, the finance office and general office of Dalian Municipal Government, and acted as an assistant to general manager and the deputy general manager of Shenyang Management Headquarter of China Southern Securities Co., Ltd., the manager of the sales department of the Dalian Branch of China Southern Securities Co., Ltd., and vice president of Shanghai Shenhua Holdings Co., Ltd. Mr. Zhang is currently a Director and the deputy general manager of Dalian Port Corporation Limited, the chairman of the board of directors of Dalian Northeast Asia International Shipping Center Vessels Market Co., Ltd., and director of Dalian Port and Shipping Industry Fund Management Co., Ltd. Mr. Zhang obtained a master degree from Dongbei University of Finance and Economics majoring in industrial economy.

Independent Non-executive Directors

Mr. Wan Kam To, Peter (尹錦滔) , aged 61, Chinese national with Hong Kong residency, an independent non-executive Director of the Company. Mr. Wan has been a practicing accountant in Hong Kong for over 30 years and has extensive experience in auditing, finance, advisory and management. He was a former partner of PricewaterhouseCoopers Hong Kong. Mr. Wan is currently an independent non-executive director and the chairman of the audit committees of Mindray Medical International Limited (NYSE: MR) and RDA Microelectronics, Inc. (NASDAQ: RDA). Mr. Wan is also an independent non-executive director and chairman/member of the audit committee of China Resources Land Limited, Huaneng Renewables Corporation Limited, The Fairwood Holdings Limited, KFM Kingdom Holdings Limited, Hong Kong Retail Abc International Holdings Ltd, Shanghai Pharmaceuticals Holding Co., Ltd, Harbin Bank Co., Ltd and Kerry Logistics Network Co., Ltd, all listed on The Stock Exchange of Hong Kong Limited. He was formerly independent non-executive director and chairman/member of the audit committee of Real Gold Mining Limited and Greater China Professional Services Limited. He is a fellow member of Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and The Hong Kong Institute of Directors.

Mr. Guo Yu (郭禹) , aged 71, Chinese national. Mr. Guo graduated from Dalian Maritime University. He was an associate professor and department head of the Navigation Department of the Dalian Maritime Institute, and a deputy party secretary, a vice president, the party secretary and a professor of Dalian Maritime University. Since his retirement in 2005, he has been a director of China Senior Professor Association, a standing director of Liaoning Senior Professor Association, the deputy director of Dalian Senior Professor Association and the chief director of Senior Professor Association of Dalian Maritime University. In 2004, he was awarded with the State Council Special Allowance.

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NOTICE OF EGM

Ms. Jiang Qian (蔣千) , aged 65, Chinese national. Ms. Jiang graduated from Dalian University of Technology, majoring in harbours and waterways. She was a senior engineer with outstanding performance certified by the Ministry of Transport. Ms. Jiang was the assistant to director of the Water Planning Department under the Ministry of Transport, a vice president and the chief engineer of the Transport Planning and Research Institute under the Ministry of Transport and the chief engineer of the Ministry of Transport. She is currently the vice executive director of China Water Transportation Construction Association. Ms. Jiang is also an independent director of Zhanjiang Port (Group) Corporation Limited.

Save as disclosed above, none of Mr. Hui Kai, Mr. Xu Song, Mr. Zhu Shiliang, Ms. Su Chunhua, Mr. Xu Jian, Mr. Zhang Zuogang, Mr. Wan Kam To, Peter, Mr. Guo Yu and Ms. Jiang Qian currently holds, nor did them in the past three years, hold any directorships in any listed companies. They do not have any relationship with any director, supervisor, senior management or substantial or controlling shareholders of the Company.

As at the date of this notice, save as disclosed above, none of Mr. Hui Kai, Mr. Xu Song, Mr. Zhu Shiliang, Ms. Su Chunhua, Mr. Xu Jian, Mr. Zhang Zuogang, Mr. Wan Kam To, Peter, Mr. Guo Yu and Ms. Jiang Qian has any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any matters that need to be brought to the attention of the Shareholders of the Company in relation to the proposed election and appointment of Directors.

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B. PROFILES OF THE PROPOSED SUPERVISORS FOR ELECTION OR RE-ELECTION

Mr. Sun Junyou (孫俊友) , aged 57, Chinese national, the chairman of the Supervisory Committee of the Company. He is deputy secretary of the party committee of Dalian Port Corporation Limited and secretary of its disciplinary committee. He held various positions in the past, including the vice executive director in the executive division and the director of the secretary division of the organization department of the party committee of Zhongshan District in Dalian. At Dalian Municipal Committee of the Communist Party of China (“ CPC ”), he was also the executive director of the finance and trade department, deputy commissioner and deputy director of the research and development department, commissioner of the research, policy and regulation department, the director of general office, director of the second executive division and a deputy-bureau-chief-level officer.

Mr. Yin Shihui (尹世輝) , aged 45, Chinese national. He is currently an assistant to the general manager and deputy chief accountant of Dalian Port Corporation Limited. At the Port of Dalian Authority (currently known as Dalian Port Corporation Limited), Mr. Yin worked as an officer at the department of shipping and commerce and as a secretary of general office and an assistant director and deputy director of the department of operations. He was also the deputy manager, manager, party secretary and secretary for discipline inspection of Dalian Port Xianglujiao Port Company, director of operation department of Dalian Port Corporation Limited, and the general manager and party secretary of Dalian Port General Cargo Terminals Company. Mr. Yin graduated from Renmin University of China with a bachelor’s degree in Law. He is a senior specialist in logistics.

Mr. Kong Xianjing (孔憲京) , aged 62, Chinese national. Mr. Kong graduated from Dalian University of Technology with post-graduate attainment and obtained a doctorate degree in 1990. Mr. Kong is currently a professor of the Institute of Earthquake Engineering under the School of Hydraulic Engineering of Dalian University of Technology and an instructor of PhD candidates. He led and completed around 30 national projects sponsored by the National Natural Science Fund of China, Key Projects of Ministry of Education, and Research Fund for the Doctoral Program of Higher Education of Ministry of Education and National Key Scientific Projects. He received two second award of the National Prize for Progress in Science and Technology, one third award of the National Prize for Progress in Science and Technology, three first award of the Provincial Prize for Progress in Science and Technology and five other science and technology prizes. He took part in preparation and revision of six national and industrial standards, owned eight licensed software copyrights and published over 160 papers. He has been named and awarded with a number of honorary titles, including as one of “the Hundred Outstanding Young Scientists in Dalian City,” “the Young Workers of Advanced Science and Technology in Liaoning Province”, “Outstanding Overseas Studies Returnees”, “Outstanding Experts in Dalian City” and “First Batch of Distinguish Experts in Dalian City”. He has enjoyed the government special allowance since 1998.

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Save as disclosed above, none of Mr. Sun Junyou, Mr. Yin Shihui and Mr. Kong Xianjing currently holds, nor did them in the past three years, hold any directorships in any listed companies. They do not have any relationship with any director, supervisor, senior management or substantial or controlling shareholders of the Company.

As at the date of this notice, other than disclosed above, none of Mr. Sun Junyou, Mr. Yin Shihui and Mr. Kong Xianjin has any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any matters that need to be brought to the attention of the Shareholders of the Company in relation to the proposed election and appointment of Supervisors.

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