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

Jun 12, 2020

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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)

REVISED PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 29 JUNE 2020

To: Dalian Port (PDA) Company Limited*

	I/We1 of (ad being appoi as my 9:00 “AG
		dres the nt th /our a.m. M”),	s) S e p o a
				hareholder(s) of D chairman of the m roxy to attend and n Monday, 29 June s indicated hereund	alian Port eeting or3 vote for a 2020 at er or, if n	(PDA) Company Limited (the “Company*”) holding
						nd on my/our behalf in respect of the resolutions set Room 109, PDA Group Building, No. 1 Gangwan Str o such indication is given, as the proxy thinks fit.	out in the notice and supplemental notice of the an eet, Zhongshan District, Dalian City, Liaoning Pro
						ORDINARY RESOLUTIONS
	1.	To w	w	consider and appro w.dlport.cn).	ve the an	nual report of the Company for the year ended 31 De	cember 2019 (published on the Company’s websit
	2.	To	c	onsider and appro	ve the repo	rt of the Board for theyear ended 31 December 2019 (	published on the Company’s website: www.dlport.cn
	3.	To C	o	consider and appro mpany’s website: w	ve the rep ww.dlport	ort of the supervisory committee of the Company for .cn).	the year ended 31 December 2019 (published on t
	4.	To 31		consider and appr December 2019 (d	ove the a etails state	udited consolidated financial statements and the au d in the annual report of the Company for the year e	ditors’ report of the Company for the year end nded 31 December 2019).
	5.	To to	c a	onsider and appro ny one executive	ve the prof Director to	it distribution plan for the year ended 31 December 201 deal with the matters in relation thereto according to	9, and to authorise the Board to delegate the authori the relevant laws, regulations and the Listing Rule
	6.	To 20 fo	c 2 r	onsider and appro 0 and to hold offic the year of 2020 w	ve the re-a e until the ill be RM	ppointment of Ernst & Young Hua Ming LLP as the aud conclusion of the next annual general meeting. The B4,180,000 (exclusive of tax), RMB3,080,000 of wh	itor of the Company for the year ending 31 Decemb total fees payable for the audit services to the Gro ich is for the audit services to the Company.
						SPECIAL RESOLUTION
	7.	To ne	c	consider and appro essary approvals a	ve the pro nd make a	posed amendments to the articles of association of th ll necessary filings and registrations with the relevan	e Company and authorise the Board to apply for t authorities in relation to such amendments.
	8.	To		consider and appro	ve the ele	ction or re-election of the directors of the Company	(the “Director”):
	8.1	To te re bu	rm m s	re-elect Mr. Wei M of three years co uneration payable iness performance	inghui as mmencing to Mr. W appraisal.	an executive Director for the sixth session of the boa from the date of approval at the AGM. During his ei Minghui shall be determined in accordance with t In addition, no other welfare or bonus shall be paid.	rd of Directors of the Company (the “Board”) for term of service, the remuneration standard and tot he Company’s salary regulations and regulations
	8.2	To of	r a	e-elect Mr. Cao D pproval at the AG	ong as a n M. No re	on-executive Director for the sixth session of the Boar muneration shall be paid to him for his service as a D	d for a term of three years commencing from the da irector, and no other welfare or bonus shall be pai
	8.3	To ap	p	elect Mr. Qi Yue a roval at the AGM.	s a non-ex No remun	ecutive Director for the sixth session of the Board fo eration shall be paid to him for his service as a Dire	r a term of three years commencing from the date ctor, and no other welfare or bonus shall be paid.
	8.4	To of de w	r a te el	e-elect Mr. Sun D pproval at the AG rmined in accorda fare or bonus shall	equan as a M. During nce with t be paid.	n executive Director for the sixth session of the Board his term of service, the remuneration standard and to he Company’s salary regulations and regulations on b	for a term of three years commencing from the da tal remuneration payable to Mr. Sun Dequan shall usiness performance appraisal. In addition, no oth
	8.5	To of	a	re-elect Mr. Yuan Y pproval at the AG	i as a non M. No re	-executive Director for the sixth session of the Board muneration shall be paid to him for his service as a D	for a term of three years commencing from the da irector, and no other welfare or bonus shall be pai
	8.6	To of	a	elect Ms. Na Danh pproval at the AG	ong as a n M. No re	on-executive Director for the sixth session of the Boar muneration shall be paid to her for her service as a D	d for a term of three years commencing from the da irector, and no other welfare or bonus shall be pai
	9.	To		consider and appro	ve the ele	ction or re-election of the independent non-executive	Directors:
	9.1	To fr an	o i	elect Mr. Li Zhiwe m the date of appro ndependent Direct	i as an in val at the or. In add	dependent non-executive Director for the sixth sessio AGM. The Company shall pay him the remuneration ition, no other welfare or bonus shall be paid.	n of the Board for a term of three years commenci of RMB200,000 before tax per year for his service
	9.2	To fr an	o i	elect Dr. Liu Chun m the date of appro ndependent Direct	yan as an i val at the or. In add	ndependent non-executive Director for the sixth sessio AGM. The Company shall pay him the remuneration ition, no other welfare or bonus shall be paid.	n of the Board for a term of three years commenci of RMB200,000 before tax per year for his service
	9.3	To co hi	m s	re-elect Mr. Law mencing from the service as an inde	Man Tat date of ap pendent D	as an independent non-executive Director for the si proval at the AGM. The Company shall pay him the irector. In addition, no other welfare or bonus shall b	xth session of the Board for a term of three yea remuneration of RMB250,000 before tax per year f e paid.
						ORDINARY RESOLUTIONS
	10.	To		consider and appro	ve the ele	ction or re-election of the supervisors of the Compan	y (the “Supervisors”):
	10.1	To co or	m b	re-elect Mr. Jia W mencing from the onus shall be paid	enjun as a date of app .	Supervisor for the sixth session of the supervisory c roval at the AGM. No remuneration shall be paid to hi	ommittee of the Company for a term of three yea m for his service as a Supervisor, and no other welfa
	10.2	To fr sh	e o al	lect Mr. Jia Ming a m the date of appro l be paid.	s a Superv val at the	isor for the sixth session of the supervisory committee AGM. No remuneration shall be paid to him for his s	of the Company for a term of three years commenci ervice as a Supervisor, and no other welfare or bon
	10.3	To th pe	re r	elect Mr. Wang Zh e years commenci year for his servic	ifeng as a ng from th e as an in	n independent Supervisor for the sixth session of the e date of approval at the AGM. The Company shall p dependent Supervisor of the Company. In addition, n	supervisory committee of the Company for a term ay him the remuneration of RMB100,000 before t o other welfare or bonus shall be paid.
	Detai 2020 herein Dated	ls of (the sha this	th “ ll	e above resolution Supplemental Circ have the same me day of	s were set ular”) an anings as	out in the circular dated 15 May 2020 (the “Circular d the supplemental notice of the AGM dated 12 June 2 those defined in the Circular, the Notice, the Supple 2020	”), the notice of the AGM dated 15 May 2020 (the 020 (the “Supplemental Notice”) of the Company mental Circular and the Supplemental Notice. Signature(s)7

• 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 revised proxy form will be deemed to relate to all Shares 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 revised proxy form should be initialled by the person who signs it.

4. IMPORTANT:marked “Against”Pleaseif youindicatewish withto votea “�against” in thea appropriateresolution. Pleasebox underindicatethe columnwith a marked“�” in the“For”appropriateif you wishboxtoundervote inthefavorcolumnof a markedresolution.“Abstain”Please indicateif you wishwithtoa abstain“�” in thefromappropriatevoting onboxa resolution,under the andcolumnthe 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 AGM in addition to those set out in the notice of the AGM.

5. Each of the Shares held by you shall carry the same number of votes corresponding to the number of the directors/supervisors to be elected in respect of resolutions No. 8, 9 and 10. You may exercise your voting rights by casting all your votes represented by your Shares on each director/supervisor candidate in equal numbers, or casting all your votes represented by your Shares on one or a few director/supervisor candidate(s) only. For example, if you hold 100 Shares, you will be entitled to a total of 600 votes, 300 votes and 300 votes in respect of each of resolutions No. 7, 8 and 9. Out of the relevant number of votes, you can either cast 100 votes for each director/supervisor candidate, or cast all your relevant number of votes for one or a few of the director/supervisor candidate(s). If you have cast all your votes represented by each of your Shares corresponding to the number of the directors/supervisors to be elected on one of the director/supervisor candidates, you shall have no right to vote on other director/supervisor candidates, i.e, the total number of the votes cast on all director/supervisor candidates shall not exceed the total number of the votes represented by all the Shares held by you.

Please note with particular attention that, if the total number of votes cast by you on one or all of the director/supervisor candidate(s) exceeds the total number of the votes carried by all your Shares, all the votes cast by you shall be invalid and you shall be deemed to be abstained from voting; if the total number of votes cast by you on one or all of the director/supervisor candidate(s) is less than the total number of the votes carried by all your Shares, the votes cast by you shall be valid and the votes not cast shall be deemed to have been waived by you. A director/supervisor candidate who has received favorable votes exceeding half of the number of Shares carrying voting rights (assuming the cumulative voting has not been applied) represented by the Shareholders attending the AGM shall be elected as a Director/Supervisor.

1. Please note with particular attention that the Shares held by you carrying voting rights (assuming the cumulative voting has not been applied) will be counted towards the number of Shares carrying voting rights represented by the Shareholders attending this AGM.

2. This revised proxy form must be signed by you or your attorney duly authorised in writing, or under the common seal or under the hand of a Director or a duly authorised attorney in case of a corporation. If the revised proxy form is signed by an attorney, the power of attorney or other authorisation document giving such authorisation shall be notarised.

3. 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 AGM personally or by proxy.

4. To be valid, this revised proxy form together with any notarised copy of the power of attorney or other authorisation documents (if any) must be deposited, not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be) at the 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 of the Company.

5. Shareholders attending the AGM 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 revised proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the H 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 H Share Registrar.