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Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2024

Sep 10, 2024

50786_rns_2024-09-10_609bc635-967e-4fbf-9a6c-5c212bf223d2.pdf

Proxy Solicitation & Information Statement

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

(Stock Code: 2880)

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice (the “ Original Notice ”) of the extraordinary general meeting (the “ EGM ”) of Liaoning Port Co., Ltd.* (the “ Company ”) dated 2 September 2024. This supplemental notice (the “ Supplemental Notice ”) should be read together with the Original Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held on Tuesday, 24 September 2024 at 9:00 a.m. at Room 109, Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution. Unless otherwise defined, capitalised terms used herein shall have the same meaning as ascribed to them in the supplemental circular of the Company dated 10 September 2024 (the “ Supplemental Circular ”).

In addition to the resolutions set out in the Original Notice, the following additional resolution will be considered and, if thought fit, to be approved at the EGM:

AS SPECIAL RESOLUTION

  1. To consider and approve the Repurchase through centralized price bidding:

    • 3.01 Purpose of the Repurchase

    • 3.02 Type of shares to be repurchased

    • 3.03 Method of the Repurchase

    • 3.04 Implementation period for the Repurchase

    • 3.05 Price for the Repurchase

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  • 3.06 The use and number of shares to be repurchased, its proportion to the total share capital of the Company and the total amount of funds

  • 3.07 Source of funds for the Repurchase

  • 3.08 Relevant arrangements for the cancellation of the Shares repurchased according to laws

  • 3.09 Relevant arrangements for the prevention of acts prejudicing the interests of the creditors of the Company

  • 3.10 Specific authorization for the Board’s handling matters relating to the Repurchase by the general meeting of Shareholders

Save for the changes mentioned in this Supplemental Notice, the resolutions contained in the Original Notice remain to be valid and effective.

By Order of the Board Liaoning Port Co., Ltd. WANG Huiying and LEE, Kin Yu Arthur* Joint Company Secretaries

Dalian City, Liaoning Province, the PRC 10 September 2024

Notes:

  1. The details in respect of the abovementioned special resolution are set out in the Supplemental Circular.

  2. A revised proxy form for use at the EGM is enclosed with the Supplemental Circular and will be despatched to the shareholders of the Company on the same day as the Supplemental Circular. This revised proxy form supersedes the proxy form enclosed with the circular of the Company dated 2 September 2024 (the “ Original Circular ”). The revised proxy form will also be published on the website of the Stock Exchange (www.hkex.com.hk) and the Company (www.liaoganggf.cn).

  3. Please refer to the Original Circular for details of the resolutions to be proposed at the EGM, closure of register of members, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

  4. The supplemental notice of EGM for the shareholders of A shares of the Company will be given separately.

As at the date of this supplemental notice, the Board comprises: Executive Directors : WANG Zhixian and WEI Minghui

Non-executive Directors : LI Guofeng, WANG Zhu, LI Yubin and YANG Bing Independent Non-executive Directors : LIU Chunyan, CHENG Chaoying and CHAN Wai Hei

  • For identification purposes only

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