Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2018

Nov 13, 2018

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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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 DECEMBER 2018

I/We1
of (address)
being the shareholder(s) of Dalian Port (PDA) Company Limited* (the ‘‘Company’’) holding			H Shares2,
hereby appoint the chairman of the meeting or3		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 28
December 2018 or at any adjournment thereof (the ‘‘EGM’’), as indicated hereunder or, if no such indication		is given, as the proxy thinks fit.
	ORDINARY RESOLUTIONS FOR4	AGAINST4	ABSTAIN4
1.	The Terminal Facilities Design and Construction 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 2021 for
	transactions that will only constitute connected transactions under Chapter 14A of
	the Listing Rules (the ‘‘Listing Rules Annual Caps’’)) be and are hereby approved,
	confirmed and ratified, and authorize the Board or any executive Director of the
	Company to do all such acts and things and execute all such documents and to take
	all such steps as it considers necessary or expedient or desirable in connection with or
	to give effect to the agreement;
2.	The provision of Deposit Services under the Financial Services Agreement and the
	related proposed annual caps (including the relevant Listing Rules Annual Caps) be
	and are hereby approved, confirmed and ratified, and authorize the Board or any
	executive Director of the Company to do all such acts and things and execute all such
	documents and to take all such steps as it considers necessary or expedient or
	desirable in connection with or to give effect to the agreement;
3.	The provision of Finance Leasing Services under the Financial Services Agreement
	and the related proposed annual caps (including the relevant Listing Rules Annual
	Caps) be and are hereby approved, confirmed and ratified, and authorize the Board
	or any executive Director of the Company to do all such acts and things and execute
	all such documents and to take all such steps as it considers necessary or expedient or
	desirable in connection with or to give effect to the agreement;
4.	The Supply of Goods and Services Agreement and the transactions contemplated
	thereunder, and the related proposed annual caps be and are hereby approved,
	confirmed and ratified, and authorize the Board or any executive Director of the
	Company to do all such acts and things and execute all such documents and to take
	all such steps as it considers necessary or expedient or desirable in connection with or
	to give effect to the agreement;
5.	The Purchase of Goods and Services Agreement and the transactions contemplated
	thereunder, and the related proposed annual caps be and are hereby approved,
	confirmed and ratified, and authorize the Board or any executive Director of the
	Company to do all such acts and things and execute all such documents and to take
	all such steps as it considers necessary or expedient or desirable in connection with or
	to give effect to the agreement;
6.	The Construction Management and Supervision Agreement and the transactions
	contemplated thereunder, and the related proposed annual caps be and are hereby
	approved, confirmed and ratified, and authorize the Board or any executive Director
	of the Company to do all such acts and things and execute all such documents and to
	take all such steps as it considers necessary or expedient or desirable in connection
	with or to give effect to the agreement;

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

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR4	AGAINST4	ABSTAIN4
	7.	The provision of Properties and Equipment Lease (Leasing From) under the Properties and Equipment Lease Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive Director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
	8.	The provision of Properties and Equipment Lease (Leasing To) under the Properties and Equipment Lease Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive Director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
	9.	The provision of Loan Services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive Director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement;
	10.	The provision of Factoring Services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive Director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to the agreement; and
11.	11.	The provision of Settlement Services and other financial services under the Financial Services Agreement and the related proposed annual caps be and are hereby approved, confirmed and ratified, and authorize the Board or any executive Director of the Company to do all such acts and things and execute all such documents and to take all such steps as it considers necessary or expedient or desirable in connection with or to give effect to 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 13 November 2018. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 13 November 2018.

Dated this day of 2018 Signature(s)[5]

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:with a ‘‘H’’ in thePleaseappropriateindicateboxwithundera ‘‘Hthe’’ incolumnthe appropriatemarked ‘‘Against’’box underiftheyoucolumnwish tomarkedvote against.‘‘For’’ ifPleaseyou wishindicateto votewithinafavour‘‘H’’ inofthea appropriateresolution. Pleasebox underindicatethe 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 17M 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.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Branch Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Branch Share Registrar.