Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2019

May 10, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional 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(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

(1) PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018; (2) PROPOSED ELECTION OF DIRECTORS; (3) RE-APPOINTMENT OF THE AUDITOR;

(4) PROPOSED CHANGE IN USE OF PROCEEDS FROM PLACING; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 9:00 a.m. on Thursday, 27 June 2019 at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC is set out on pages AGM-1 to AGM-3.

A form of proxy for use at the AGM and a reply slip are enclosed and published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dlport.cn). Whether or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip in accordance with the instructions printed thereon no later than Thursday, 6 June 2019 and (ii) the form of proxy in accordance with instructions printed thereon no less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

• The Company is registered as 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”.

• For identification purposes only

10 May 2019

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Expected **	timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed distribution plan of the Company for the year ended
	31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Re-appointment of the auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Proposed change in use of proceeds from placing . . . . . . . . . . . . . . . . . . .	8
6.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Voting by poll at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
10.	Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**Appendix **	I – Profile of Directors to be elected . . . . . . . . . . . . . . . . . . . . . .	11
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

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

• “A Share(s)”

• A Share(s) of RMB1.00 each in the capital of the Company which is/are listed and traded on the SSE;

• “A Shareholder(s)” holder(s) of A Share(s);

• “AGM”

• the annual general meeting of the Company to be convened at 9:00 a.m. on Thursday, 27 June 2019 at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC;

• “Articles of Association” the articles of association of the Company, as amended from time to time;

• “Board” the board of Directors;

• “Cash Dividend”

• proposed cash dividend of RMB0.19 (PRC withholding tax included) per ten (10) Shares to the A Shareholders and H Shareholders whose names appear on the registers of members of the Company on the respective record dates;

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC;

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

• “Company”

• 大連港股份有限公司 (Dalian Port (PDA) Company Limited[*] ), a joint stock limited company incorporated in the PRC;

• “Company Law” the Company Law of the PRC;

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

• “Group” the Company and its subsidiaries;

• “H Share Registrar” Computershare Hong Kong Investor Services Limited;

– 1 –

DEFINITIONS

“H Share(s)”	H Share(s) of RMB1.00 each in the capital of the
	Company which is/are listed and traded on Hong Kong
	Stock Exchange;
“H Shareholder(s)”	holder(s) of H Share(s);
“HKSCC”	Hong Kong Securities Clearing Company Limited;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	PRC;
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited;
“PRC”	the People’s Republic of China which, for the purpose of
	this circular, excludes Hong Kong Special Administrative
	Region of the PRC, Macao Special Administrative
	Region of the PRC and Taiwan;
“RMB”	Renminbi, the lawful currency of the PRC;
“Share(s)”	A Share(s) and/or H Share(s);
“Shareholder(s)”	holder(s) of the Share(s);
“SSE”	the Shanghai Stock Exchange;
“%”	per cent.

* The Company is registered as 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”.

• For identification purposes only

– 2 –

EXPECTED TIMETABLE

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

2019
Latest time for lodging transfers of the H Shares
to qualify for entitlement to attend the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m.
Monday, 27 May
A Shareholder’s record date for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 May
H Shareholders’ register closed for the AGM . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 May to
Thursday, 27 June
(both days inclusive)
Latest date for lodging reply slips for the AGM . . . . . . . . . . . . . . . . . . . . .Thursday, 6 June
Latest time for lodging form of proxy for the AGM . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m.,
Wednesday, 26 June
H Shareholder’s record date for the AGM . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 27 June
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m.,
Thursday, 27 June
After H Shareholder’s record date for the AGM,
H Shareholders’ register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 28 June
Last day of dealings in the H Shares cum-entitlement basis . . . . . . . . . . . . . Tuesday, 2 July
First day of dealings in the H Shares ex-entitlement basis . . . . . . . . . . . .Wednesday, 3 July
Latest time for lodging transfers of the H Shares to qualify
for entitlement to the Cash Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m.,
Thursday, 4 July
H Shareholders’ register closed for the Cash Dividend . . . . . . . . . . . . . . . .Friday, 5 July to
Wednesday, 10 July
(both days inclusive)
H Share record date for the Cash Dividend . . . . . . . . . . . . . . . . . . . . . .Wednesday, 10 July
After H Share record date for the Cash Dividend,
H Shareholders’ register re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 11 July
A Share record date for the Cash Dividend . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 22 July
Payment of Cash Dividend for A Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 23 July
Expected payment date of Cash Dividend for H Shares . . . . . . . . . . . . . .Friday, 16 August

– 3 –

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: Registered Office: Executive Director: Xingang Commercial Building WEI Minghui Dayao Bay Dalian Free Trade Zone Non-executive Director: the PRC XU Song ( acting Chairman )

Place of Business in the PRC: Independent Non-executive Directors: Xingang Commercial Building LAW Man Tat Jingang Road WANG Zhifeng Dalian International Logistic Park Zone SUN Xiyun Liaoning Province the PRC

To the Shareholders

Dear Sir or Madam,

(1) PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018;

(2) PROPOSED ELECTION OF DIRECTORS; (3) RE-APPOINTMENT OF THE AUDITOR; (4) PROPOSED CHANGE IN USE OF PROCEEDS FROM PLACING; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is, among other things, to give you notice of the AGM and to provide you with information in relation to certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018

A. Proposed Distribution of Cash Dividend

On 26 March 2019, the Board has proposed the profit distribution plan for the year ended 31 December 2018 to distribute a Cash Dividend of RMB0.19 (PRC withholding tax included) per ten (10) existing Shares, in a total amount of RMB244,996,183.98 based on 12,894,535,999 Shares in issue. According to the Articles of Association, Cash Dividend will be denominated and declared in RMB. Cash Dividend on A Shares will be paid in RMB and Cash Dividend on H Shares will be paid in Hong Kong dollars. Payment of the Cash Dividend is subject to the approval of the Shareholders at the AGM.

It is proposed to authorize the Board to delegate the authority to any executive Director to deal with the matters in relation to the proposed distribution of Cash Dividend according to the relevant laws, regulations and listing rules.

B. Tax

According to the State Administration of Taxation of the PRC, the taxation regarding conversion of capital reserve is exempted, and no relevant taxation shall be withheld and paid. In respect of conversion of surplus reserve and unallocated profits and cash dividend, different taxation laws shall be applied based on different situations, details of which are set out in the following table:

				Income	Payment
Category	Recipients	Investors	Type of tax	Tax Rate	Method	Laws
Cash dividend,	A Shares (other	Individuals	Individual	exempted	Withhold	Cai Shui [2015]
conversion of surplus	than Northbound		Income		and pay	No. 101
reserve and	Trading and		Tax
unallocated profits	PDA)
		Securities	Individual	exempted	Withhold	Cai Shui [2015]
		Investment	Income		and pay	No. 101
		Funds	Tax
		QFII	Corporate	10%	Withhold	Guo Shui Han
			Income		and pay	[2009] No. 47
			Tax
		Resident	Corporate	Tax		Corporate Income
		Enterprise	Income	Exemption		Tax Law and
			Tax			Implementation
						Rules

– 5 –

LETTER FROM THE BOARD

				Income	Payment
Category	Recipients	Investors	Type of tax	Tax Rate	Method	Laws
	A Shares	Individuals	Individual	10%	Withhold	Cai Shui [2014]
	(Northbound		Income		and pay	No. 81 2, (2)
	Trading)		Tax
		Enterprises	Corporate	10%	Withhold	Cai Shui [2014]
			Income		and pay	No. 81 2, (2)
			Tax
	A Shares (PDA)	Enterprises	Corporate	Tax		Corporate Income
			Income	Exemption		Tax Law and
			Tax			Implementation
						Rules
	H Shares (other	Individuals	Individual	Tax		the Notice on
	than Southbound		Income	Exemption		Collection and
	Trading and		Tax			Administration of
	NCSSF)					Individual Income
						Tax Following the
						Repeal of Guo
						Shui Fa [1993]
						No. 45 (《關於國
						稅發[1993]45號文
						件廢止後有關個人
						所得稅徵管問題的
						通知》)
		Enterprises	Corporate	10%	Withhold	Corporate Income
			Income		and pay	Tax Law and
			Tax			Implementation
						Rules
	H Shares	Individuals	Individual	20%	Withhold	Cai Shui [2014]
	(Southbound		Income		and pay	No. 81 1, (3)
	Trading)		Tax
		Enterprises	Corporate	Tax	Self-	Cai Shui [2014]
			Income	Exemption	declaration	No. 81 3, (4)
			Tax	if holding
				shares for
				12 months
		Securities	Individual	20%	Withhold	Cai Shui [2014]
		Investment	Income		and pay	No. 81 1, (3)
		Funds	Tax

– 6 –

LETTER FROM THE BOARD

Category Share Transfers (conversion of capital reserve-share premium)

Income Payment Recipients Investors Type of tax Tax Rate Method Laws H Shares (NCSSF) Enterprises Corporate Tax Cai Shui [2008] Income Exemption No. 136 Tax Individuals Individual Tax Guo Shui Fa [1997] Income Exemption No. 198 Tax Resident Corporate Tax Guo Shui Han Enterprise Income Exemption [2010] No. 79 Tax

3. PROPOSED ELECTION OF DIRECTORS

The Board has nominated Mr. Yim Kong, Dr. Li Jianhui, Mr. Cao Dong and Mr. Yuan Yi (the “ Proposed Directors ”) as candidates for election as non-executive Directors of the fifth session of the Board. The terms of office of the Proposed Directors shall commence from the date of Shareholders’ approval at the AGM until the expiry of the term of the fifth session of the Board.

Biographical details of the Proposed Directors are set out in Appendix I to this circular.

As far as the Directors are aware and save as disclosed in Appendix I to this circular: (i) the Proposed Directors do not hold any directorship(s) in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) each of the Proposed Directors does not have any other relationships with any directors, supervisors, senior management or substantial or controlling shareholders of the Company, nor does any of them hold any position in the Company or any of its subsidiaries; and (iii) as at the date of this circular, none of the Proposed Directors has any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance.

There is no other information in relation to the proposed appointment of the Proposed Directors which is required to be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules, nor are there any other matters which need to be brought to the attention of the Shareholders.

During their terms of service, no remuneration shall be paid to the Proposed Directors for their services as non-executive Directors and no other welfare or bonus shall be paid to the Proposed Directors in connection with their respective appointment as non-executive Director.

– 7 –

LETTER FROM THE BOARD

Subject to the approval of the Shareholders on the proposed election of the Proposed Directors at the AGM, the Company will enter into a service contract with each of the Proposed Directors. Unless adjustment is required by the relevant applicable laws and regulations, the term of office of each of Proposed Directors shall terminate at the expiry of the term of the fifth session of the Board. Each of Proposed Directors will not receive any remuneration (including any bonus payment, whether fixed or discretionary in nature) as non-executive Directors.

4. RE-APPOINTMENT OF THE AUDITOR

The Board recommended the re-appointment of Ernst & Young Hua Ming LLP (Special General Partnership) as the auditor of the Company for the year ending 31 December 2019 and to hold office until the conclusion of the next annual general meeting of the Company. The total fees payable for the audit services to the Group for the year of 2019 will be RMB4,180,000 (exclusive of tax), RMB3,080,000 of which is for the audit services to the Company.

5. PROPOSED CHANGE IN USE OF PROCEEDS FROM PLACING

Reference is made to the Company’s announcement dated 25 April 2019, in relation to the proposed change in the use of the Unutilised Proceeds (the “ Announcement ”). Unless the context otherwise requires, the capitalized terms used herein shall have the same meaning as those defined in the Announcement.

An ordinary resolution will be proposed at the AGM to consider and approve the proposed change in the use of the Unutilized Proceeds. For details of the proposed change in use of the Unutilized Proceeds, please refer to the Announcement.

6. AGM

A notice convening the AGM to be held at 9:00 a.m. on Thursday, 27 June 2019 at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC is set out on pages AGM-1 to AGM-3 of this circular.

In order to determine the list of H Shareholders who are entitled to attend the AGM, the Company’s register of members will be closed from Tuesday, 28 May 2019 to Thursday, 27 June 2019, both days inclusive, during which period no transfer of Shares will be effected. H Shareholders whose names appear on the Company’s register of members on Thursday, 27 June 2019 are entitled to attend the AGM. In order to attend and vote at the AGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share Registrar at or before 4:30 p.m. on Monday, 27 May 2019. The address of the transfer office of the H Share Registrar is at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

A Shareholders whose names appear on the Company’s register of members on Tuesday, 28 May 2019 are entitled to attend the AGM.

– 8 –

LETTER FROM THE BOARD

A form of proxy for use at the AGM and a reply slip are enclosed and published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.dlport.cn). Whether or not you intend to attend the AGM, you are requested to complete and return (i) the reply slip in accordance with the instructions printed thereon not later than Thursday, 6 June 2019 and (ii) the form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

According to the Articles of Association and the applicable PRC regulatory requirements, voting at the AGM in respect of ordinary resolution No. 8 in relation to the proposed election of Directors shall be conducted by way of cumulative voting. Please refer to notes 5-6 of the form of proxy enclosed herewith for further details in respect of the cumulative voting.

7. VOTING BY POLL AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, resolutions of the AGM shall be determined by poll.

8. RECOMMENDATIONS

The Directors believe that all the resolutions proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of the resolutions to be proposed at the AGM as set out in the notice of the AGM.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 9 –

LETTER FROM THE BOARD

10. FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the Appendix I to this circular.

Yours faithfully, By Order of the Board Dalian Port (PDA) Company Limited* WANG Huiying LEE, Kin Yu Arthur Joint Company Secretaries

10 May 2019

• 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”.

• For identification purposes only

– 10 –

PROFILE OF DIRECTORS TO BE ELECTED

APPENDIX I

Non-executive Directors:

Mr. Yim Kong (嚴剛先生) , born in 1972, Chinese (Hong Kong), who was the Commercial Director, Standing Deputy General Manager and General Manager of Shekou Container Terminals Ltd., now serves as the Chief Business Officer and Deputy General Manager of China Merchants Port Holdings Company Limited (stock code: 144) as well as the Deputy General Manager of China Merchants Port Group Co., Ltd.* (招商局港口集團股份有 限公司). Mr. Yim graduated from Xiamen University with a Bachelor’s degree in International Trade and went on to obtain a part-time MBA degree co-created by the Maastricht School of Management (Maastricht, the Netherlands) and Shanghai Maritime University.

Dr. Li Jianhui (李建輝博士) , born in 1974, Chinese, who was the Deputy General Manager and General Manager of the Corporate Management Department as well as Director of the Safety Committee in COSCO International Holdings Limited, now serves as the General Manager of the Strategy and Operations Department in China Merchants Port Holdings Company Limited (stock code: 144) and the General Manager of the Operations Department in China Merchants Port Group Co., Ltd.* (招商局港口集團股份有限公司). Dr. Li possesses both a bachelor’s degree and a master’s degree in ship engineering from Tianjin University and a doctorate in structural engineering from the University of Hong Kong.

Mr. Cao Dong (曹東先生) , born in 1966, Chinese, was a member of the Party Working Committee, head of the Party and Mass Work Department and Director of the Editorial Office in Dalian Free Trade Zone, the secretary of Disciplinary Committee and a member of the Party Committee in Dalian Municipal Bureau of Foreign Trade & Economic Cooperation as well as the secretary of Disciplinary Committee of Dalian Port Group Corporation Limited (大連港 集團有限公司). He currently serves as the Director of the Construction Office of Dalian Northeastern Asia International Shipping Center in Liaoning Port Group Limited (遼寧港口 集團有限公司) and the Deputy General Manager of Dalian Port Group Corporation Limited (大連港集團有限公司). Mr. Cao possesses a bachelor’s degree in applied chemistry from Harbin Institute of Ship Engineering (哈爾濱船舶工程學院) and a master’s degree in logistics engineering from Dalian Maritime University.

Mr. Yuan Yi (袁毅先生) , born in 1965, Chinese, was the secretary of the Party Committee and Disciplinary Committee in Dalian Port Siergou Stevedoring Company (大連港寺兒溝港 務公司), General Manager of Dalian Ocean Shipping Tally Co., Ltd. (大連港外輪理貨公司) and Dalian Port Ore Terminal Company (大連港礦石碼頭公司), assistant to the general manager of Dalian Port Group Corporation Limited (大連港集團有限公司) as well as the General Manager of Dalian Port Corporation (Jinzhou) West Liaoning Port Investment and Development Co., Ltd. (大連港集團(錦州)遼西港口投資開發有限公司). He currently serves as the Deputy General Manager of Dalian Port Group Corporation Limited (大連港集團有限 公司) and the General Manager of Dalian Port Corporation (Jinzhou) West Liaoning Port Investment and Development Co., Ltd.* (大連港集團(錦州)遼西港口投資開發有限公司). Mr. Yuan possesses a bachelor’s degree in economics and management from the Correspondence Institute of the Party School of the Central Committee of the Communist Party of China and an MBA from the Party School of Liaoning Provincial Party Committee and is a senior logistics specialist.

* For identification purposes only

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (“the AGM ”) 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, the PRC at 9:00 a.m. on Thursday, 27 June 2019 for the purposes of considering and, if thought fit, passing the following resolutions:

AS ORDINARY RESOLUTIONS

1. To consider and approve the annual report of the Company for the year ended 31 December 2018 (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 ended 31 December 2018 (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 ended 31 December 2018 (published on the Company’s website: www.dlport.cn).

4. To consider and approve the audited consolidated financial statements and the auditors’ report of the Company for the year ended 31 December 2018 (details stated in the annual report of the Company for the year ended 31 December 2018).

5. To consider and approve the profit distribution plan for the year ended 31 December 2018, and to authorize the Board to delegate the authority to any executive director of the Company to deal with the matters in relation thereto according to the relevant laws, regulations and listing rules.

6. The Company is registered as 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”.

7. For identification purposes only

– AGM-1 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve the re-appointment of Ernst & Young Hua Ming LLP as the auditor of the Company for the year ending 31 December 2019 and to hold office until the conclusion of the next annual general meeting of the Company. The total fees payable for the audit services to the Group for the year of 2019 will be RMB4,180,000 (exclusive of tax), RMB3,080,000 of which is for the audit services to the Company.

2. To consider and approve the proposed change in use of proceeds from the placing.

3. To consider and approve the election of the directors of the Company (the “ Directors ”):

4. 8.1 To elect Mr. Yim Kong as a non-executive Director for the fifth session of the Board. His term of office shall commence from the date of approval at the AGM until the expiry of the term of the fifth session of the Board. No remuneration shall be paid to him for his service as a Director, and no other welfare or bonus shall be paid.

5. 8.2 To elect Dr. Li Jianhui as a non-executive Director for the fifth session of the Board. His term of office shall commence from the date of approval at the AGM until the expiry of the term of the fifth session of the Board. No remuneration shall be paid to him for his service as a Director, and no other welfare or bonus shall be paid.

6. 8.3 To elect Mr. Cao Dong as a non-executive Director for the fifth session of the Board. His term of office shall commence from the date of approval at the AGM until the expiry of the term of the fifth session of the Board. No remuneration shall be paid to him for his service as a Director, and no other welfare or bonus shall be paid.

7. 8.4 To elect Mr. Yuan Yi as a non-executive Director for the fifth session of the Board. His term of office shall commence from the date of approval at the AGM until the expiry of the term of the fifth session of the Board. No remuneration shall be paid to him for his service as a Director, and no other welfare or bonus shall be paid.

By Order of the Board

Dalian Port (PDA) Company Limited[*] WANG Huiying LEE Kin Yu, Arthur Joint Company Secretaries

Dalian City, Liaoning Province, the PRC

10 May 2019

– AGM-2 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Pursuant to Rule 13.39(4) of the Listing Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the shareholders of the Company (the “ Shareholders ”) at the AGM shall be taken by poll.

2. Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the AGM. A proxy need not 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 AGM, the H Share registers of members of the Company shall be closed from Tuesday, 28 May 2019 to Thursday, 27 June 2019 (both days inclusive), during which no transfer of shares will be effected. Holders of H Share whose names appear on the registers of members on Thursday, 27 June 2019 are entitled to attend the AGM. In order to be entitled to attend and vote at the AGM, holders of H Shares whose transfers have not been registered shall lodge the transfer documents together with the relevant share certificates at the H Share registrar of the Company (the “ 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 Monday, 27 May 2019. Holders of the Company’s A shares whose names appear on the register of members on Tuesday, 28 May 2019 are entitled to attend the AGM.

4. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his stead. A proxy needs not be a shareholder of the Company.

5. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

6. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H Share Registrar, at the address of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for holders of H shares not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the AGM if he so wishes.

7. 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 9900/8759 9901 Facsimile No.: +86 411 8759 9854

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

2. The AGM is expected to be concluded within a day. Shareholders or their proxies attending the AGM shall produce the identity documents.

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

Executive director : WEI Minghui

Non-executive director : XU Song

Independent non-executive directors : LAW Man Tat, WANG Zhifeng and SUN Xiyun

– AGM-3 –