Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2015

Nov 13, 2015

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大連港股份有限公司 Dalian Port (PDA) Company Limited[*]

(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 2880)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 DECEMBER 2015

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 resolutions set out in the notice of 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 29 December 2015 or at any adjournment thereof (the “ EGM ”), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS						FOR4	FOR4	FOR4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4	AGAINST4 ABSTAIN4
	**1.00 **	**Increase in Registered Capital of **		Finance Company
	1.01	To approve, confirm and ratify the Registered Capital Increase
		Agreement II and the Second Registered Capital Increase contemplated
		thereunder, and authorize the Board or any executive director of							the
		Company to take all such steps and execute all such documents as it/he
		may consider necessary or appropriate			to	give effect to or in connection
		with the agreement.
	**2.00 **	Continuing Connected Transactions
	2.01	To approve, confirm and ratify the Construction Management and
		Supervision Agreement and the		transactions contemplated thereunder,
		and the related proposed annual caps,			and authorize		the Board or any
		executive director of the Company to take all such steps and execute								all
		such documents as it/he may consider			necessary or appropriate to give
		effect to or in connection with the agreement.
	2.02	To approve, confirm and ratify the Supply of Goods and Services
		Agreement and the transactions contemplated thereunder, and							the
		related	proposed annual caps (including the annual caps for each of						the
		three years ending 31 December 2018			for transactions that will only
		constitute connected transactions under Chapter 14A of the						Listing
		Rules (the “Listing Rules Annual Caps”)), and authorize the Board								or
		any executive director of the Company to take all such					steps and	execute
		all such documents as it/he may consider necessary or appropriate								to
		give effect to or in connection with the			agreement.
	2.03	To approve, confirm and ratify the Purchase of Goods and Services
		Agreement and the transactions contemplated thereunder, and							the
		related	proposed annual caps	(including the relevant Listing Rules
		Annual	Caps), and authorize the Board or any executive director of						the
		Company to take all such steps and execute all such documents as it/he
		may consider necessary or appropriate			to	give effect to or in connection
		with the agreement.

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	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS				FOR4	AGAINST4	ABSTAIN4
2.04 To approve, confirm and ratify			the provision of Properties and
Equipment Lease (Leasing From) under the Properties and					Equipment
Lease Agreement and the related proposed annual caps, and authorize
the Board or any executive director of the Company to take all such
steps	and execute all such documents as it/he may consider necessary
or appropriate to give effect to or in connection with the agreement.
2.05 To approve, confirm and ratify			the provision of Properties and
Equipment Lease (Leasing To) under the Properties and					Equipment
Lease Agreement and the related proposed annual caps, and authorize
the Board or any executive director of the Company to take all such
steps	and execute all such documents as it/he may consider necessary
or appropriate to give effect to or in connection with the agreement.
2.06 To approve, confirm and ratify the Terminal Facilities Design and
Construction Services Agreement			and the transactions contemplated
thereunder, and the		related proposed annual caps, and authorize the
Board or any executive director of			the Company	to take all such steps
and execute all such documents as it/he may consider necessary or
appropriate to give effect to or in connection with				the agreement.
2.07 To approve, confirm and ratify the			provision of Deposit Services under
the Financial Services Agreement and the related proposed annual caps
(including the relevant Listing Rules Annual Caps), and authorize the
Board or any executive director of			the Company	to take all such steps
and execute all such documents as it/he may consider necessary or
appropriate to give effect to or in connection with				the agreement.
2.08 To approve, confirm		and ratify the provision of Loan Services under the
Financial Services Agreement and			the related proposed annual caps,
and authorize the Board or any executive director of the Company to
take	all such steps	and execute	all such documents as		it/he may
consider necessary or appropriate to give effect to				or in connection with
the agreement.
2.09 To approve, confirm		and ratify the provision of Factoring Services under
the Financial Services Agreement and the related proposed annual caps,
and authorize the Board or any executive director of the Company to
take	all such steps	and execute	all such documents as		it/he may
consider necessary or appropriate to give effect to				or in connection with
the agreement.
2.10 To approve, confirm		and ratify the provision of Settlement Services and
other	financial services under the Financial Services Agreement					and the
related proposed annual caps, and authorize the Board or any executive
director of the Company to take all such steps				and execute all such
documents as it/he may consider necessary or appropriate to give effect
to or in connection with the agreement.

Details of the above ordinary resolutions will be set out in the circular which will be dispatched to the shareholders of the Company on or before 10 December 2015. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcement of the Company dated 26 October 2015.

Dated this

Signature(s)[5]

day of

2015

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Notes:

1. Full name(s) (in Chinese or English) and address(es) as shown in the register of members of the Company 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 your 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. 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. Please indicate with a ‘‘√’’ in the appropriate box under the column marked ‘‘Abstain’’ if you wish to abstain from voting on a resolution, and the shares abstained will be counted in the calculation of the required majority. 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 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.

7. To be valid, this proxy form together with any notarized 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 shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

8. Shareholders attending the EGM in person or by proxy shall be responsible for their own transportation and accommodation expenses.

• 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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