Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2021

Oct 22, 2021

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(a sino-foreign joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 2880)

PROXY FORM FOR THE THIRD EXTRAORDINARY GENERAL MEETING IN 2021 TO BE HELD ON 11 NOVEMBER 2021

To: Liaoning Port Co., Ltd.*

I/We[1]

of (address)

H Shares[[2]] , hereby appoint the

being the shareholder(s) of Liaoning Port Co. Ltd.* (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 third extraordinary general meeting of the Company in 2021 to be held at Room 109, Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province,the PRC at 9:00 a.m. on Thursday, 11 November 2021 or at any adjournment thereof (the “ EGM ”), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

as	the	proxy thinks fit.
		SPECIAL RESOLUTION			FOR4				AGAINST4				ABSTAIN4
1.		To consider and approve the proposed amendments to the Articles of Association as set out			in the
		Circular.
		ORDINARY RESOLUTIONS							Cumulative Voting5-6
					(Please insert the number								of votes)
2.00		To consider and approve the election of the Directors:
		2.01 To elect Dr. Zhang Yi as an executive Director for the sixth session of the Board	from the	date of
		approval at the EGM. No remuneration shall be paid to him for his service as a	Director,	and no
		other welfare or bonus shall be paid.
		2.02 To elect Mr. Zhou Qinghong as a non-executive Director for the sixth session of the Board from
		the date of approval at the EGM. No remuneration shall be paid to him for his service as a Director,
		and no other welfare or bonus shall be paid.
		2.03 To elect Mr. Si Zheng as a non-executive Director for the sixth session of the Board from the date
		of approval at the EGM. No remuneration shall be paid to him for his service as a Director, and
		no other welfare or bonus shall be paid.
		2.04 To elect Dr. Xu Song as a non-executive Director for the sixth session of the Board from the date
		of approval at the EGM. No remuneration shall be paid to him for his service as a Director, and
		no other welfare or bonus shall be paid.
		2.05 To elect Mr. Yang Bing as a non-executive Director for the sixth session of the Board from the date
		of approval at the EGM. No remuneration shall be paid to him for his service as a Director, and
		no other welfare or bonus shall be paid.
3.00		To consider and approve the election of the Supervisors:
		3.01 To elect Mr. Li Shichen as a Supervisor for the sixth session of the supervisory committee from the
		date of approval at the EGM. No remuneration shall be paid to him for his service as a Supervisor,
		and no other welfare or bonus shall be paid.
		3.02 To elect Mr. Yuan Yi as a Supervisor for the sixth session of the supervisory committee from the
		date of approval at the EGM. No remuneration shall be paid to him for his service as a Supervisor,
		and no other welfare or bonus shall be paid.

Details of the above ordinary and special resolutions were/will be set out in the circular dated 22 October 2021 (the “ Circular ”) and the notice of EGM dated 22 October 2021 (the “ Notice ”). Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the Notice.

Dated this day of 2021 Signature(s)[7]

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 EGM 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 EGM 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

4. proxyIMPORTANT:markedform“Against”shouldPleaseifbeyouindicateinitialledwish withtobyvoteathe“against.�person” in thePleasewhoappropriatesignsindicateit.boxwithundera “�the” incolumnthe appropriatemarked “For”box underif youthewishcolumnto votemarkedin favour“Abstain”of a resolution.if you wishPleaseto abstainindicatefromwithvotinga “�”onin thea resolution,appropriateandboxtheundersharestheabstainedcolumn 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 EGM in addition to those set out in the notice of EGM.

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. 2.00 and 3.00. 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 500 votes in respect of each of resolutions No. 2.00. Out of the relevant number of votes, you can either cast 100 votes for each director candidate, or cast all your relevant number of votes for one or a few of the director candidate(s). If you have cast all your votes represented by each of your shares corresponding to the number of the directors to be elected on one of the director candidates, you shall have no right to vote on other director candidates, i.e, the total number of the votes cast on all director 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 EGM shall be elected as a Director/Supervisor.

6. 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 EGM.

7. 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.

8. In cases of joint holders of a share, any one of such holders is entitled to vote at the EGM, 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.

9. 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 EGM 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, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the shareholders holding H Shares.

10. Shareholders attending the EGM 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.

* 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 “Liaoning Port Co., Ltd.”.

• For identification purposes only