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

Sep 4, 2020

NOTICE OF EGM

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

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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 THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) 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, PRC at 9:00 a.m. on Friday, 25 September 2020. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as defined in the announcement of the Company dated 7 July 2020 (the “ Announcement ”).

AS SPECIAL RESOLUTIONS

1. THAT, the Possible Merger, A Share Specific Mandate and related transactions are in line with relevant laws and regulations on major asset restructuring of listed issuers.

2. THAT, the Possible Merger, A Share Specific Mandate and related transactions be and are hereby approved, ratified and confirmed.

   • 2.01 Introduction

   • 2.02 Possible Merger – parties

   • 2.03 Possible Merger – type and value

   • 2.04 Possible Merger – Target Company and registration date for the Possible Merger

   • 2.05 Possible Merger – basis of price and Exchange Ratio

– EGM-1 –

NOTICE OF EGM

• 2.06 Possible Merger – numbers of Shares

• 2.07 Possible Merger – market

• 2.08 Possible Merger – mechanism for Dalian Dissenting Shareholders and TC Dissenting Shareholders

• 2.09 Possible Merger – mechanism for liabilities, debts and creditors’ right

• 2.10 Possible Merger – arrangements for transitional period

• 2.11 Possible Merger – arrangements for transfer or delivery of assets involved

• 2.12 Possible Merger – arrangements for employees

• 2.13 Possible Merger – arrangements for accumulated undistributed profits

• 2.14 A Share Specific Mandate – amount and use of proceeds

• 2.15 A Share Specific Mandate – type and value

• 2.16 A Share Specific Mandate – investors and method

• 2.17 A Share Specific Mandate – price and its basis

• 2.18 A Share Specific Mandate – numbers

• 2.19 A Share Specific Mandate – market

• 2.20 A Share Specific Mandate – lock up period

• 2.21 A Share Specific Mandate – arrangements for accumulated undistributed profits

• 2.22 Validity period for resolutions

1. THAT, the Draft Report for the Possible Merger, A Share Specific Mandate and Related Transactions 《大連港股份有限公司換股吸收合併營口港務股份有限公司 並募集配套資金暨關聯交易報告書(草案)》be and is hereby approved, ratified and confirmed. Details of the aforesaid draft report were set out in an overseas regulatory announcement of the Company published on the website of the Stock Exchange on 4 September 2020.

– EGM-2 –

NOTICE OF EGM

1. THAT, the Merger Agreement be and is hereby approved, ratified and confirmed.

2. 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.

3. 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.

4. THAT, the Possible Merger, A Share Specific Mandate and related transactions constitute major asset restructuring and connected transactions.

5. THAT, the accountant’s report and unaudited pro forma financial statement in relation to the Possible Merger, A Share Specific Mandate and related transactions be and are hereby approved, ratified and confirmed.

6. THAT, the valuation report in relation to the Possible Merger, A Share Specific Mandate and related transactions be and are hereby approved, ratified and confirmed.

7. THAT, the independence of valuation institution, the reasonableness of valuation assumptions, the relevance of valuation means and ends and the fairness of valuation is hereby confirmed.

8. THAT, the Possible Merger, A Share Specific Mandate and related transactions are in line with Administrative Measures for Major Assets Restructuring of Listed Companies 《上市公司重大資產重組管理辦法》Article 11 and Article 43.

9. THAT, the Possible Merger, A Share Specific Mandate and related transactions are in line with Regulations on Major Assets Restructuring of Listed Companies 《關 於規範上市公司重大資產重組若干問題的規定》Article 4.

10. THAT, the Possible Merger, A Share Specific Mandate and related transactions do not constitute listing by restructuring under Article 13 of Administrative Measures for Major Assets Restructuring of Listed Companies 《上市公司重大資產重組管理 辦法》.

11. THAT, the Share price fluctuation does not meet relevant threshold in Article 5 of Notice on Standardizing Information Disclosure of Listed Companies and Relevant Parties 《關於規範上市公司信息披露及相關各方行為的通知》.

12. THAT, the Possible Merger, A Share Specific Mandate and related transactions do not dilute the Company’s spot return.

– EGM-3 –

NOTICE OF EGM

AS ORDINARY RESOLUTION

1. THAT, the report on the use of previous proceeds of the Company be and is hereby confirmed.

AS SPECIAL RESOLUTION

1. THAT, the Board and its authorized person are authorized to handle all matters related to the Possible Merger, A Share Specific Mandate and related transactions.

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

4 September 2020

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 at the EGM shall be taken by poll.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. 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 EGM, the H Share registers of members of the Company shall be closed from Monday, 21 September 2020 to Thursday, 24 September 2020 (both days inclusive), during which no transfer of H Shares will be registered. Holders of H Share whose names appear on the registers of members on Monday, 21 September 2020 are entitled to attend the EGM. In order to be entitled to attend and vote at the EGM, 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, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 18 September 2020.

4. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

5. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board, at the address as stated in Note 7 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 above for holders of the H Shares, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting should such Shareholders so wish.

– EGM-4 –

NOTICE OF EGM

1. 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 EGM shall be responsible for their own transportation and accommodation expenses.

2. The meeting is expected to be concluded within a day. Shareholders (in person or by proxy) attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce the identity documents.

As at the date of this notice, the board of directors of the Company comprises:

Executive Directors: WEI Minghui, SUN Dequan

Non-executive Directors: CAO Dong, QI Yue, YUAN Yi, and NA Danhong

Independent non-executive Directors: LI Zhiwei, LIU Chunyan and LAW Man Tat

• 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

– EGM-5 –