Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2020

Sep 4, 2020

==> 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 FIRST H SHAREHOLDERS CLASS MEETING IN 2020 TO BE HELD ON 25 SEPTEMBER 2020

To: Dalian Port (PDA) Company Limited*

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 first H Shareholders Class Meeting in 2020 to be held at Room 109, PDA Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC immediately following the conclusion of the extraordinary general meeting and the first A Shareholders class meeting in 2020 of the Company on Friday, 25 September 2020 or at any adjournment thereof (the “ H Shareholders Class Meeting ”), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS							FOR4	AGAINST4	ABSTAIN4
1.	THAT, the Possible Merger, A Share Specific Mandate and related transactions be and is hereby
	approved, ratified and confirmed.
1.01	Introduction;
1.02	Possible Merger – parties;
1.03	Possible Merger – type and value;
1.04	Possible Merger – Target Company and registration date for			the Possible	Merger;
1.05	Possible Merger – basis of price and Exchange Ratio;
1.06	Possible Merger – numbers of Shares;
1.07	Possible Merger – market;
1.08	Possible Merger – mechanism for Dalian Dissenting		Shareholders		and TC		Dissenting
	Shareholders;
1.09	Possible Merger – mechanism for liabilities, debts and creditors’ right;
1.10	Possible Merger – arrangements for transitional	period;
1.11	Possible Merger – arrangements for transfer or delivery of assets involved;
1.12	Possible Merger – arrangements for employees;
1.13	Possible Merger – arrangements for accumulated undistributed profits;
1.14	A Share Specific Mandate – amount and use of	proceeds;
1.15	A Share Specific Mandate – type and value;
1.16	A Share Specific Mandate – investors and method;
1.17	A Share Specific Mandate – price and its basis;
1.18	A Share Specific Mandate – numbers;
1.19	A Share Specific Mandate – market;
1.20	A Share Specific Mandate – lock up period;
1.21	A Share Specific Mandate – arrangements for accumulated		undistributed		profits;
1.22	Validity period for resolutions.
2.	THAT, the Merger Agreement be and is hereby approved, ratified and confirmed.
3.	THAT, the supplemental agreement to the Merger Agreement between the					Company and the
	Target Company dated 4 September 2020 be and is hereby approved, ratified and confirmed.
4.	THAT, the proposal to authorize the Board to issue new A		Shares under the A Share Specific
	Mandate by the Shareholders’ meeting, A Shareholders Class			Meeting and H Shareholders Class
	Meeting be and is hereby approved, ratified and confirmed.

Details of the above special resolutions were/will be set out in the circular dated 10 September 2020 (the “ Circular ”) and the notice of H Shareholders Class Meeting dated 4 September 2020 (the “ Notice ”). Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the Notice.

Dated this

2020

Signature(s)[6]

day of

� 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

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 H Shareholders Class Meeting 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 H Shareholders Class Meeting 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:column markedPlease“Against”indicateif youwithwisha “to�vote” in against.the appropriatePlease indicatebox underwiththea column“�” in themarkedappropriate“For” ifboxyouunderwishtheto votecolumnin favourmarkedof“Abstain”a resolution.if youPleasewishindicateto abstainwithfroma “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 H Shareholders Class Meeting in addition to those set out in the notice of H Shareholders Class Meeting.

5. Please note with particular attention that the shares held by you carrying voting rights will be counted towards the number of shares carrying voting rights represented by the shareholders attending this H Shareholders Class Meeting.

6. 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.

7. In cases of joint holders of a share, any one of such holders is entitled to vote at the H Shareholders Class Meeting, 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.

8. 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 H Shareholders Class Meeting or any of its adjournments (as the case may be) at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

9. Shareholders attending the H Shareholders Class Meeting 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.