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Liaoning Port Co., Ltd. Proxy Solicitation & Information Statement 2026

Jun 4, 2026

50786_rns_2026-06-04_46be78c2-2213-4319-b64a-20505e7f90e6.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 ANNUAL GENERAL MEETING TO BE HELD ON 26 JUNE 2026

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 annual general meeting of the Company to be held at 9:00 a.m. on Friday, 26 June 2026 at Conference Room, Liaoning Port Group Office Building, No. 1 Gangwan Street, Zhongshan District, Dalian City, Liaoning Province, the PRC or at any adjournment thereof (the “AGM”), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

ORDINARY RESOLUTIONS FOR⁴ AGAINST⁴ ABSTAIN⁴
1. To consider and approve the annual report of the Company for the year ended 31 December 2025 (published on the Company’s website: www.liaoganggf.cn).
2. To consider and approve the report of the Board of the Company for the year ended 31 December 2025 (published on the Company’s website: www.liaoganggf.cn).
3. To consider and approve the audited consolidated financial statements of the Company for the year ended 31 December 2025 (details stated in the annual report of the Company for the year ended 31 December 2025).
4. To consider and approve the profit distribution plan of the Company for the year ended 31 December 2025.
5. To consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as the auditor of the Company for the year ending 31 December 2026 and to hold office until the conclusion of the next annual general meeting of the Company.
6. To consider and approve the re-election of Directors: Cumulative Voting⁵⁻⁶
(Please insert the number of votes)
6.1. To re-elect Dr. Li Guofeng as an executive Director for the eighth session of the Board. No remuneration, other welfare or bonus shall be paid to him for his service as a Director.
6.2. To re-elect Mr. Liu Bin as a non-executive Director for the eighth session of the Board. No remuneration, other welfare or bonus shall be paid to him for his service as a Director.

6.3. To re-elect Mr. Yang Bing as a non-executive Director for the eighth session of the Board. No remuneration, other welfare or bonus shall be paid to him for his service as a Director.
6.4. To re-elect Mr. Huang Zhenzhou as a non-executive Director for the eighth session of the Board. No remuneration, other welfare or bonus shall be paid to him for his service as a Director.
7. To consider and approve the election or re-election of independent non-executive Directors: Cumulative Voting^{5-6}
(Please insert the number of votes)
7.1. To re-elect Ms. Cheng Chaoying as an independent non-executive Director for the eighth session of the Board. Her annual pre-tax remuneration as an independent non-executive Director is RMB200,000, with no other welfare or bonus.
7.2. To re-elect Mr. Chan Wai Hei as an independent non-executive Director for the eighth session of the Board. His annual pre-tax remuneration as an independent non-executive Director is RMB250,000, with no other welfare or bonus.
7.3. To elect Mr. Jiao Guangjun as an independent non-executive Director for the eighth session of the Board. His annual pre-tax remuneration as an independent non-executive Director is RMB200,000, with no other welfare or bonus.

Details of the above resolutions were set out in the circular dated 5 June 2026 (the "Circular") and the notice of the AGM dated 5 June 2026 (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 _____ 2026

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 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 Shareholder 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 Shareholder 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 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 “√” 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. Each of the Shares held by you shall carry the same number of votes corresponding to the number of the Director candidates in respect of resolutions 6 and 7. You may exercise your voting rights by casting all your votes represented by your Shares on each Director candidate in equal numbers, or casting all your votes represented by your shares on one or a few director candidate(s) only. For example, if you hold 100 Shares, you will be entitled to a total of 400 votes and 300 votes in respect of each of resolutions 6 and 7. 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 candidates. If you have cast all your votes represented by each of your Shares corresponding to the number of the Director candidates on any one of the Directors, 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 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 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 candidate who has received favourable 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 annual general meeting shall be elected as a Director.

  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 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.
  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 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 fixed for holding the AGM or any adjournment thereof (as the case may be) at the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at the address of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for the Shareholders holding H Shares.
  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 unable 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 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