Dalian Port PDA : NOTICE OF THE 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 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.

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

1. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election of Directors of the Company, and the remuneration thereof (if any):
A. THAT the election of Mr. Sun Benye as an executive Director of the Company with effect from the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and his annual remuneration as an executive Director shall be authorized by the shareholders of the Company to the Board to determine.
B. THAT the election of Mr. Yin Shihui as an non-executive Director of the Company with effect from the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and no remuneration shall be paid to Mr. Yin Shihui for his acting as a non-executive Director of the Company.
C. THAT the election of Mr. Sun Xiyun as an independent non-executive Director of the Company with effect from the date of approval by the shareholders at the EGM and ending on the expiry date of the current session of the Board; and his annual remuneration shall be determined in accordance with the r emuneration standar ds for independent dir ectors appr oved by the shareholders.

* 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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The profiles of the proposed directors of the Company are set out in paragraph A of the Appendix to this notice.
2. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election of Supervisors of the Company, and the remuneration thereof :
A. THAT the election of Mr. Zhang Zuogang as a Supervisor of the Company with effect from the date of the EGM and ending on the expiry dates of the current session of the supervisory committee; and no remuneration shall be paid to Mr. Zhang Zuogang for his acting as a Supervisor of the Company.
B. THAT the election of Mr. Jia Wenjun as a Supervisor of the Company with effect from the date of the EGM and ending on the expiry dates of the current session of the supervisory committee; and no remuneration shall be paid to Mr. Jia Wenjun for his acting as a Supervisor of the Company.
The profiles of the proposed supervisors of the Company are set out in paragraph B
of the Appendix to this notice.

3. THAT the following paragraphs contained the articles of the association of the Company (the "Articles of Association") and its appendixes, i.e. the rules of procedure for shareholders' meetings and the rules of procedure for board meetings be amended and is hereby considered and approved as a special resolution :
1) paragraph 3 of Article 13 of the Article of Association to be amended as follows:
"The Company also engages in the following ancillary businesses: tallying labours for international and domestic routes vessels; tugging business, port logistics and port information technology consultancy services; real estate business; financial business."
2) paragraph 1 of Article 113 of the Article of Association to be amended as follows:
"A general meeting shall be convened and presided over by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, the Vice Chairman shall convene and take the chair of the meeting. If the Vice Chairman is unable or fails to perform such duties, a director elected by more than one half of the directors shall convene and preside over the meeting. If no chairman of the meeting has been designated, shareholders present shall elect one person to chair the meeting. Where the shareholders fail to elect a chairman for any reasons, the shareholders (including his proxy) present in person or by proxy who holds the greatest number of shares carrying the voting rights thereat shall be the chairman of the meeting."
3) paragraph 3 of Article 147 of the Article of Association to be amended as follows:
"The Chairman and Vice Chairman shall be elected and removed by more than one half of all the members of the Board. The term of their office shall be three years, and renewable upon re-election."
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4) paragraph 1 of Article 161 of the Article of Association to be amended as follows:
"The Company shall establish the Board, which shall be accountable to and report to the general meeting. The Board shall consist of nine directors, three of which are independent directors. The Board shall have one chairman and one vice chairman."
5) paragraph 2 of Article 167 of the Article of Association to be amended as follows:
"The Vice Chairman of the Company shall assist the Chairman in his performing his duties. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall perform such duties. If the Vice Chairman is unable or fails to perform his duties, a director elected by more than one half of the directors shall perform such duties."
6) paragraph 3 of Article 169 of the Article of Association to be amended as follows:
"The Chairman of the Board shall convene and preside over a board meeting within ten days after receiving such proposal. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall perform such duties. If the Vice Chairman is unable or fails to perform his duties, a director elected by more than one half of the directors shall convene and preside over the meeting."
7) paragraph 1 of Article 40 of the Appendix to the Article of Association - the rules of procedure for shareholders' meetings to be amended as follows:
"A general meeting shall be convened and presided over by the Chairman of the Board. If the Chairman is unable or fails to perform such duties, the Vice Chairman shall convene and take the chair of the meeting. If the Vice Chairman is unable or fails to perform such duties, a director elected by more than one half of the directors shall convene and preside over the meeting. If no chairman of the meeting has been designated, shareholders present shall elect one person to chair the meeting. Where the shareholders fail to elect a chairman for any reasons, the shareholders (including his proxy) present in person or by proxy who holds the greatest number of shares carrying the voting rights thereat shall be the chairman of the meeting."
8) Article 7 of the Appendix to the Article of Association - the rules of procedure for board meeting to be amended as follows:
"A Board meeting shall be convened and presided over by the Chairman. If the Chairman is unable or fails to perform such duties, the Vice Chairman shall convene and preside over the meeting. If the Vice Chairman is unable or fails to perform such duties, a director elected by more than one half of the directors shall convene and preside over the meeting."
and authorize the Board to apply for all necessary approval and make all necessary filings and r egistrations with the r elevant authorities in r elation to such amendments.
By order of the Board

Joint Company Secretaries

10 February 2015
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Notes:

1. Pursuant to rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong

Kong Limited (the "Listing Rules"), votes of the shareholders at the EGM shall be taken by poll.

2. Any shareholder of the Company 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 of the Company. Shareholders shall have one vote for each share that they hold.

3. 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 Wednesday 25, February 2015 to Friday 27, March 2015 (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 25, February 2015 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

4:30p.m. on 24, February 2015.

4. The instruments appointing a proxy must be in writing under the hand of the shareholder of the Company 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.

5. 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 7 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.

6. 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 7 below no later than 20 days before the date of the EGM.

7. 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

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

As at the date of this notice, the directors of the Company are:

Executive directors: HUI Kai and XU Song

Non-executive directors: XU Jian and DONG Yanhong

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

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1992 and acted as an assistant director and deputy director of the department of operations. He was also the deputy manager, manager, party secretary and secretary for discipline inspection of Dalian Port Xianglujiao Stevedoring Company, director of operation department of PDA, the general manager and party secretary of Dalian Port General Cargo Terminals Company, and an assistant to the general manager and deputy chief accountant of PDA. Mr. Yin graduated from Renmin University of China with a bachelor 's degree in Law. He is a senior specialist in logistics.

P])) and was the chairman, general manager, party secretary of Dalian Locomotive & Rolling Stock Co., Ltd. ( :k!:!ll!l!�f!IR0P] ) and the president assistant at the headquarters of China CNR Corporation ( ). He is curr ently the vice-president of association for science and technology of China CNR Corporation. Mr. Sun holds an EMBA from the Faculty of Management and Economics of Dalian University of Technology and is a senior engineer at the professor level.

Other than disclosed above, none of the above candidates currently holds, nor did them in the past three years, hold any directorships in any listed companies. They do not have any relationships with any director, supervisor, senior management or substantial or controlling shareholders of the Company.
As at the date of this notice they do not have any interests in the securities of the
Company within the meaning of Part XV of the Securities and Futures Ordinance.
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 on The Stock Exchange of Hong Kong Limited (the "Listing Rules") 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 the above director candidates.
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Mr. Jia Wenjun (J{)�)t�), aged 41, Chinese national. Mr. Jia was a partner of Liaoning Dongzheng Appraisal and Accounting Firms (�'Ì3/(lE�.'1!jl;m}jl) and prior to that, worked in Dalian Regulatory Bur eau under China Securities Regulatory Commission, business section I o f inspectors under China Securities Regulatory Commission in Shenzhen and acted as the deputy chief of the listed companies' supervision division and the investigation division of Dalian Regulatory Bureau under China Securities Regulatory Commission. He is currently the deputy chief accountant of PDA and the general manager of Dalian Port Investment and Financing Holdings Limited (:k!lllNìMJtÈ"l!!f!IR0P]). Mr. Jia graduated from Dongbei University of Finance and Economics with a master 's degree in accounting. He is an accountant.

Other than disclosed above, none of the above candidates currently holds, nor did them in the past three years, hold any directorships in any listed companies. They do not have any relationships with any director, supervisor, senior management or substantial or controlling shareholders of the Company.
As at the date of this notice, they do not have any interests in the securities of the
Company within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules 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 the above supervisor candidates.
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