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

May 11, 2018

==> picture [100 x 64] intentionally omitted <==

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 ANNUAL GENERAL MEETING TO BE HELD ON 28 JUNE 2018

To: Dalian Port (PDA) Company Limited (the “Company”)

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 annual 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 June 2018 or at any adjournment thereof (the “ AGM ”), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

			ORDINARY RESOLUTIONS			FOR4	AGAINST4	ABSTAIN4
	1.To		consider and approve the annual report and its summary of the Company for the year
		2017 (published on the Company’s website: www.dlport.cn).
	2.To		consider and approve the report of the board of directors of the Company		(the “Board”)
		for the year 2017 (published on the Company’s website: www.dlport.cn).
	3.To		consider and approve the report of the supervisory committee of the Company for the
		year 2017 (published on the Company’s website: www.dlport.cn).
	4.To		consider and approve the audited consolidated financial statements and the auditor’s
		report of the Company for the year 2017 (details stated in the annual report of the Company
		for the year 2017).
	5.To		consider and approve the profit distribution plan for the year ended 31 December 2017,
		and to authorize the board of directors of the Company to delegate the authority to any one
		of	the executive directors to deal with the matters in relation thereto.
	6.To		consider and approve the appointment of Ernst & Young Hua Ming LLP as the auditor
		of	the Company for the year ending 31 December 2018 and to hold office until the
		conclusion of the next annual general meeting, and to		authorize the Board to fix its
		remuneration.
			SPECIAL RESOLUTION			FOR4	AGAINST4	ABSTAIN4
	7.To		consider and approve the proposed amendments to the Articles of Association of the
		Company (details of which are set out in the circular dated		11 May 2018) and authorize the
		Board to apply for all necessary approvals and make all necessary filings and registrations.

Details of the above ordinary and special resolutions will be set out in the circular which will be dispatched to the shareholders of the Company on or before 11 May 2018.

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

Notes:

1. Full name(s) (in 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 AGM 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 AGM 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. columnIMPORTANT:markedPlease“Against”indicateif youwithwisha “to�”votein theagainst.appropriatePlease indicatebox underwiththeacolumn“�” in themarkedappropriate“For” ifboxyouunderwishtheto columnvote in favourmarkedof“Abstain”a resolution.if youPleasewish toindicateabstainwithfroma voting“�” in ontheaappropriateresolution, andbox theundersharesthe 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 AGM in addition to those set out in the notice of AGM.

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 AGM, 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 AGM 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 AGM 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”.