Liaoning Port Co., Ltd. — Proxy Solicitation & Information Statement 2022

Jun 8, 2022

==> picture [221 x 13] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----*

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

(Stock Code: 2880)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 29 JUNE 2022

To: Liaoning Port Co., Ltd*

I/We[1]

of (address)

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 annual general meeting of the Company toLiaoningbe heldProvince,at 9:00 a.m.the PRCon Wednesday,or at any adjournment29 June 2022thereofat Room(the 109,“ AGM Liaoning”), as indicatedPort GrouphereunderBuilding,or, No.if no1 suchGangwanindicationStreet,is Zhongshangiven, as theDistrict,proxy thinksDalian fit.City,

		ORDINARY RESOLUTIONS			FOR4	FOR4	AGAINST4	ABSTAIN4	ABSTAIN4
1.	To consider and approve	the annual report of the Company for the year ended 31 December 2021
	(published on the Company’s website: www.liaoganggf.cn).
2.	To consider and approve the report of the Board for the year ended		31 December 2021 (published on
	the Company’s website: www.liaoganggf.cn).
3.	To consider and approve the report of the supervisory committee of the Company			for the year ended
	31 December 2021 (published on the Company’s website: www.liaoganggf.cn).
4.	To consider and approve the audited consolidated financial statements and the auditors’ report of				the
	Company for the year ended 31 December 2021 (details stated in the annual report of the Company
	for the year ended 31 December 2021).
5.	To consider and approve	the profit distribution plan for the year ended 31 December 2021, 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 the			Listing Rules.
6.	To consider and approve	the appointment of Ernst & Young Hua Ming LLP as		the auditor of	the
	Company for the year ending 31 December 2022 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 2022 will be RMB5.48 million (inclusive of value added tax), RMB3.40 million of which
	is for the audit services to the Company.
7.	To consider and approve	the proposed amendments to the Measures as set out in		the Circular.
		SPECIAL RESOLUTION			FOR4		AGAINST4	ABSTAIN4
8.	To consider and approve	the proposed amendments to the Articles of Association as set out in			the
	Circular.

Details of the above resolutions were set out in the circular dated 8 June 2022 (the “ Circular ”) and the notice of the AGM dated 8 June 2022 (the “ Notice ”) of the Company. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Circular and the Notice.

Dated this day of 2022

Signature(s)[6]

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 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 proxy form should be initialled by the person who signs it.

4. IMPORTANT: Please indicate with a “�” in the appropriate box under the column marked “For” if you wish to vote in favor of a resolution. Please indicate with a “�” in the appropriate box under the column marked “Against” if you wish to vote against a resolution. Please indicate with a “�” in the appropriate box under the column marked “Abstain” if you wish to abstain from voting on a resolution, and the 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. 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.

6. This 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 proxy form is signed by an attorney, the power of attorney or other authorisation document giving such authorisation shall be notarised.

7. 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.

8. To be valid, this 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, at the address of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the Shareholders holding H Shares of the Company.

9. 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 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.

• The Company is registered as Non-Hong Kong Company under Part XI of the previous Companies Ordinance (equivalent to Part 16 of the Companies Ordinance with effect from 3 March 2014) under the English name “Liaoning Port Co., Ltd.”.

• For identification purposes only