Qingdao Port International Co., Ltd. — Proxy Solicitation & Information Statement 2017

Jan 22, 2017

NOTICE OF THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2017

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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Qingdao Port International Co., Ltd. 青島港國際股份有限公司

(A joint stock company established in the People’s Republic of China with limited liability)

(Stock Code: 06198)

NOTICE OF

THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2017

NOTICE IS HEREBY GIVEN that the first domestic shareholders’ class meeting of 2017 (the “ Domestic Shareholders’ Class Meeting ”) of Qingdao Port International Co., Ltd. (the “ Company ”) will be held at the Multi-Function Room, Hongyu Hotel, No. 3 Shanghe Road, City North District, Qingdao, Shandong Province, the PRC on Friday, 10 March 2017 at 11:00 a.m. (or immediately after the conclusion of the first extraordinary general meeting of 2017 of the Company or any adjournment thereof) for the purpose of considering, and if thought fit, approving the following resolutions. Unless otherwise defined, terms used in this notice shall have the same meanings as those used in the announcement of the Company dated 20 January 2017. In addition, a circular containing details of the following resolutions is required to be dispatched to the Shareholders on or before 14 February 2017. The Shareholders and potential investors should refer to the circular for further details of the Proposed Subscription, the proposed New H Share Issue and other matters.

AS SPECIAL RESOLUTIONS

1. To consider and approve the following matters on the grant of the specific mandate to the Board for the Proposed Subscription under the Transaction Agreement, including:

   • (i) the subject: 1,015,520,000 Domestic Shares with a par value of RMB1.00 each and an aggregate nominal value of RMB1,015,520,000;

   • (ii) the subscriber: Shanghai China Shipping Terminal Development Co., Ltd.;

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NOTICE OF THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2017

• (iii) the subscription price: RMB5,798,619,200 at an issue price of RMB5.71 per Subscription Share;

• (iv) the pricing method;

• (v) the consideration of the Proposed Subscription: RMB3,198,650,840 will be settled by the Target Shares and RMB2,599,968,360 will be settled in cash;

• (vi) the proposed use of proceeds; and

• (vii) the authorisation to the Board or its designated persons to deal with all matters relating to the Proposed Subscription.

1. To consider and approve the following matters on the grant of the specific mandate to the Board for the proposed New H Share Issue, including:

   • (i) the issue size: maximum of 243,000,000 New H Shares;

   • (ii) the method of issuance: placing;

   • (iii) the target placees;

   • (iv) the time of issuance;

   • (v) the validity period of the resolution;

   • (vi) the pricing method and the issue price;

   • (vii) the method of subscription;

   • (viii) the proposed use of proceeds;

   • (ix) the conditions precedent to the New H Share Issue;

   • (x) the application for listing of the New H Shares; and

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NOTICE OF THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2017

• (xi) the authorisation to the Board or its designated persons to deal with all matters relating to the proposed New H Share Issue.

By order of the Board Qingdao Port International Co., Ltd. ZHENG Minghui Chairman

Qingdao, the PRC, 23 January 2017

As at the date of this notice, the Executive Directors of the Company are ZHENG Minghui, JIAO Guangjun and JIANG Chunfeng; the Non-executive Directors are CHENG Xinnong, MA Baoliang and ZHANG Qingcai; and the Independent Non-executive Directors are WANG Yaping, CHAU Kwok Keung and YANG Qiulin.

Notes:

1. Pursuant to Article 90 of the Articles of Association, a resolution proposed at a shareholders’ class meeting may be passed only by two-thirds or more of the voting rights of that class presenting at such meeting in accordance with the Articles of Association.

2. Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, each of the resolutions set out in the notice of the Domestic Shareholders’ Class Meeting will be voted by poll. Results of the poll voting will be published on the Company’s website at www.qingdao-port.com and the HKEXnews website of the Stock Exchange at www.hkexnews.hk after the Domestic Shareholders’ Class Meeting.

3. Any shareholder entitled to attend and vote at the Domestic Shareholders’ Class Meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy together with the notarized power of attorney or other documents of authorization, if any, must be completed and returned to the registered office of the Company at 7 Ganghua Road, City North District, Qingdao, Shandong Province, the PRC, not less than 24 hours before the time appointed for holding the Domestic Shareholders’ Class Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the Domestic Shareholders’ Class Meeting or any adjournment thereof should he/she so wish.

5. Domestic Shareholders whose names appear on the domestic share register of members of the Company on Wednesday, 8 February 2017 will be entitled to attend and vote at the Domestic Shareholders’ Class Meeting.

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NOTICE OF THE FIRST DOMESTIC SHAREHOLDERS’ CLASS MEETING OF 2017

1. Where there are joint holders of any shares, the one whose name stands first in the register of members shall be entitled to attend and vote at the Domestic Shareholders’ Class Meeting in respect of such shares.

2. Shareholders of the Company intending to attend the Domestic Shareholders’ Class Meeting in person or by their proxies should return the reply slip for attending the Domestic Shareholders’ Class Meeting in person or by post to the registered office of the Company on or before Saturday, 18 February 2017.

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