Tianjin Port Development Holdings Limited — Proxy Solicitation & Information Statement 2012

Nov 26, 2012

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 19 DECEMBER 2012 (OR AT ANY ADJOURNMENT THEREOF)

I/We [(Note][1)] ,

of

being the registered holder(s) of [(Note][2)]

shares of HK$0.10 each in the capital of Tianjin Port Development Holdings Limited (the “Company”) hereby appoint the Chairman of the Extraordinary General Meeting [(Note][3)] or

of

as my/our proxy to attend and act on my/our behalf at the Extraordinary General Meeting of the Company to be held at Gloucester Room 1, 3rd Floor, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 19 December 2012 at 3:00 p.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of Extraordinary General Meeting (with or without modifications) as indicated below:

		ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	ORDINARY RESOLUTIONS (Note 4)	For (Note 5)		Against (Note 5)
	(1)	The New Financial	Services Framework Agreement,		the Deposit Services and
		the related proposed annual caps for the three years ending 31 December
		2015, all as defined and described in the circular of the Company dated 27
		November 2012, and all other transactions contemplated thereunder and in
		connection therewith and any other ancillary documents, be and are hereby
		approved, confirmed and/or ratified; and that the directors of the Company be
		and are hereby authorised for and on behalf of the Company to sign, seal,
		execute, perfect, perform, deliver all such agreements, instruments, documents
		and deeds, and do all such acts, matters and things and take all such steps as
		they may in their	discretion consider necessary, desirable or expedient to
		implement and/or to give effect to the New Financial Services Framework
		Agreement, the Deposit		Services and the related proposed annual caps for the
		three years ending	31	December 2015 and all other transactions thereby
		contemplated as they may in their discretion consider to be desirable and in
		the interests of the Company.
	(2)	Mr. Zhang Weidong	be	re-elected as an independent	non-executive director of
		the Company and that the board of directors of the Company be and is hereby
		authorised to fix the	director’s remuneration of Mr. Zhang Weidong.

Dated this day of 2012. Signature(s) [(Note][6)] :

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “the Chairman of the Extraordinary General Meeting or”, and insert the name and address of the proxy desired in the space provided.

4. The full text of the resolutions is set out in the Notice of Extraordinary General Meeting contained in the circular issued by the Company dated 27 November 2012 which is sent to the shareholders of the Company together with this form of proxy.

5. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes, whether to vote for or against the resolutions or to abstain from voting, at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the Notice of Extraordinary General Meeting which has been properly put to the meeting.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorised officer.

7. In the case of joint registered holders of any share, any one of such joint holders may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders is present at the Extraordinary General Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

8. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting if you so wish.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.