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Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 13, 2025

50786_rns_2025-11-13_b0dbf8e9-08ca-4b7c-b7dd-30dda400c401.pdf

Proxy Solicitation & Information Statement

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辽宁港口股份有限公司

LIAONING PORT CO., LTD.

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

(Stock Code: 2880)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 4 DECEMBER 2025

To: Liaoning Port Co., Ltd.*

I/We¹

of (address)

being the Shareholder(s) of Liaoning Port Co., Ltd.* (the “Company”) holding ___ H Shares² of the Company, hereby appoint the chairman of the meeting or³

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 extraordinary general meeting (the “EGM”) of the Company to be held at the conference room in Liaoning Port Group Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC at 9:00 a.m. on Thursday, 4 December 2025 or at any adjournment thereof, as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

SPECIAL RESOLUTION FOR⁴ AGAINST⁴ ABSTAIN⁴
1. To consider and approve the proposed amendments to the Articles of Association.
ORDINARY RESOLUTIONS FOR⁴ AGAINST⁴ ABSTAIN⁴
2. To consider and approve the proposed purchase of liability insurance for Directors and senior management.
3. To consider and approve the election of Mr. LIU Bin as a non-executive Director for the seventh session of the Board, with a term commencing from the date of approval at the EGM to the expiration of the term of office of the seventh session of the Board. During his term, no emoluments shall be paid to him for his service as a Director, and no other benefits or bonus shall be paid.

Details of the above resolutions will be set out in the circular dated 14 November 2025 (the “Circular”) and the notice of the EGM dated 14 November 2025 (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 __ 2025

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 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 Shareholder of the Company. Any alterations made in this proxy form should be initialed 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 favour 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 “u” 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 EGM in addition to those set out in the notice of the EGM.

  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 EGM.

  6. 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.

  7. In cases of joint holders of a Share, any one of such holders is entitled to vote in respect of such Share 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 attends the EGM personally or by proxy.

  8. 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 H Share Registrar, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for the Shareholders holding H Shares.

  9. 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 (the “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