Dalian Port PDA : NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

1. "To consider and approve the Financial Services Agreement, the transactions contemplated thereunder and the related proposed annual caps for the year ending 31
December 2015."
2. "To consider and approve the appointment of Mr. Wang Zhifeng as an independent non-executive director of the Company with effect from the conclusion of the EGM, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders."
By Order of the Board

Joint Company Secretaries

15 September 2014
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Notes:

1. Pursuant to rule 13.39(4) of the Hong Kong Listing Rules, votes of the Shareholders at the EGM shall be taken by poll.

2. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her/its behalf at the EGM. A proxy need not be a Shareholder. Shareholders shall have one vote for each Share that they hold.

In order to determine the holders of H Shares who are entitled to attend the EGM, the H Share register of members of the Company will be closed from 29 September 2014 to 30 October 2014 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H Shares register of members as at 29 September 2014 are entitled to attend and vote at the EGM. In order to qualify for attending and voting at the EGM, instruments of transfer accompanied by share certificates and other appropriate documents in respect of transfer of H Shares must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at shop

1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 26 September 2014.

3. The instruments appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be either under the company seal or under the hand of its director or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

4. The proxy form together with the power of attorney or other authorization document (if any) must be deposited at the office of Board, at the address as stated in Note 6 below for holders of the A Shares and at the H Share registrar, Computershare Hong Kong Investor Services Limited at the address as stated in Note 3 above for holders of the H Shares, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting should such Shareholders so wish.

5. Shareholders who intend to attend the EGM in person or by proxy should return the reply slip by hand, by post or by fax to the office of the Board at the address as stated in Note 6 below no later than 20 days before the date of the EGM.

6. The contact details of the office of the Board are as follows:

26/F Xingang Commercial Building

Jingang Road

Dalian International Logistic Park Zone

Liaoning Province

PRC

Postal Code: 116601

Telephone No.: 86 411 8759 9899/8759 9901

Facsimile No.: 86 411 8759 9854

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7. Shareholders or their proxies attending the EGM shall be responsible for their own transportation and accommodation expenses.

8. Mr. Wang Zhifeng's biographic details are set out in the appendix to this notice.

As at the date of this notice, the Board comprises of:

Executive directors: HUI Kai, XU Song and SU Chunhua

Non-executive directors: XU Jian, ZHANG Zuogang and DONG Yanhong

Independent non-executive directors: WAN Kam To, Peter and GUO Yu

* 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 "Dalian Port (PDA) Company Limited".

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Wang Zhifeng (:f.jj�) ("Mr. Wang"), aged 59, is currently the senior specialist of assets and liabilities department of the head office of Agricultural Bank of China Limited (the "Agricultural Bank"). Mr. Wang also served as the head and the Secretary of the Communist Party Committee of Dalian Branch of the Agricultural Bank, and a supervisor of ABC Financial Leasing Co., Ltd. He graduated from Shenyang Agricultural College with master's degree in economic management, and is currently a senior economist. Subject to the approval of the Shareholders at the EGM, it is proposed that Mr. Wang shall be appointed as an independent non-executive Director for a term commencing from the date of approval by the Shareholders at the EGM and ending on the date of expiry of the current session of the Board, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders.
Save as disclosed above, as at the date of this notice, Mr. Wang does not currently, nor did he in the past three years, hold other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas. Apart from being proposed to be an independent non-executive Director, Mr. Wang does not hold any other position with the Company or its subsidiaries.
As at the date of this notice, Mr. Wang does not have any relationship with any director, supervisor, senior management or substantial or controlling shareholder of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Securities Futures Ordinance (Chapter 571, Laws of Hong Kong).
Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited nor are there any matters that need to be brought to the attention of the Shareholders of the Company in relation to the proposed appointment of Mr. Wang as an independent non-executive Director.
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