LIAONING PORT CO., LTD. 
By I/We1
Dalian Port (PDA) Company Limited*(a sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 2880) PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 JULY 2014of (address)
being the shareholder(s) of Dalian Port (PDA) Company Limited (the "Company") holding A Shares/
H Shares2, 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 resolution set out in the notice of the extraordinary
general meeting ("EGM") at the EGM of the Company to be held at Room 109, PDA Group Building, No. 1 Gangwan Street,
Zhongshan District, Dalian City, Liaoning Province, PRC at 9:00 a.m. on Thursday, 31 July 2014 or at any adjournment thereof,
as indicated hereunder or, if no such indication is given, as the proxy thinks fit.
Unless otherwise indicated in this proxy form, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 13 June 2014 (the "Circular").
ORDINARY RESOLUTIONS | FOR4 | AGAINST4 | ABSTAIN4 | |
1. | To consider and approve the election or re-election (as the case may be) of Directors of the Company, and the remuneration thereof: | |||
1. | A. THAT the re-election of Mr. Hui Kai as an executive Dir ector of the Company with ef fect fr om the conclusion of the EGM and for a term of three years, and authorize the Boar d t o determine his r e muneration by r efer ence to his duty and performance in the management of the Company. | |||
1. | B. THAT the re-election of Mr. Xu Song as an executive Dir ector of the Company with ef fect fr om the conclusion of the EGM and for a term of three years, and authorize the Boar d t o determine his r e muneration by r efer ence to his duty and performance in the management of the Company. | |||
1. | C. THAT the re-election of Mr. Zhu Shiliang as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the Board t o d etermine his r e muneration by r efer ence to his duty and performance in the management of the Company. | |||
1. | D. THAT the re-election of Ms. S u C hunhua as an executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and authorize the Board t o determine her r e muneration by r efer ence to her duty and performance in the management of the Company. | |||
1. | E. THAT the re-election of Mr. Xu Jian as a non-executive Dir ector of the Company with ef fect fr om the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Xu Jian for his position as a non-executive Director of the Company. | |||
1. | F. THAT the re-election of Mr. Zhang Zuogang as a non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Zhang Zuogang for his position as a non-executive Director of the Company. |
G. THAT the re-election of Mr. Wan Kam To, Peter as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the remuneration standards for independent Directors approved by the Shareholders. | ||||
H. THAT the election of Mr. Guo Yu as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual r emuneration shall b e determined in accordance with the remuneration standards for independent Directors approved by the Shareholders. | ||||
I. THAT the election of Ms. Jiang Qian as an independent non-executive Director of the Company with effect from the conclusion of the EGM and for a term of three years, and her annual remuneration shall b e determined in accor dance with the remuneration standards for independent Directors approved by the Shareholders. | ||||
2. | To consider and approve the election or re-election (as the case may be) of Supervisors of the Company, and the remuneration thereof: | |||
2. | A. THAT the r e-election of Mr. Sun Junyou as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Sun Junyou for his position as a Supervisor of the Company. | |||
2. | B. THAT the election of Mr. Yin Shihui as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years; no remuneration shall be paid to Mr. Yin Shihui for his position as a Supervisor of the Company. | |||
2. | C. THAT the election of Mr. K ong Xianjing as a Supervisor of the Company with effect from the conclusion of the EGM and for a term of three years, and his annual remuneration shall be determined in accordance with the re muneration standards for independent Supervisors appr oved by the Shareholders. | |||
SPECIAL RESOLUTIONS | FOR5 | AGAINST5 | ABSTAIN5 | |
3. | To consider and approve the amendments to the Articles of Association (details of which are set out in the Circular dated 13 June 2014), and authorize the Board to apply for all necessary approval and make all necessary filings and registrations with the relevant authorities in relation to such amendments. | |||
4. | To consider and approve the authorization to the Board (and where appropriate, two Directors duly authorized by the Board) to formulate specific proposal for issuing bonds on the overseas market with an aggregate principal amount of not more than RMB1 billion for a term of three to five years in accordance with the Company's current status of assets and liabilities and funding requirements and subject to the fulfillment of the relevant regulatory requirements, to implement the plan when appropriate, and to deal with (including but not limited to) the matters in relation to the issue of such bonds. |
Dated this day of2014 Signature(s)6
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 of the Company registered in your name(s).
3. If you wish to appoint any person other than the chairman of the EGM 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 member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on your behalf. A proxy needs not be a member of the Company. Any alterations made in this proxy form should be initialled by the person who signs it.
(a) Voting at the EGM in respect of ordinary resolutions 1 and 2 in relation to the proposed election or re-election of Directors and Supervisors (as the case may be) shall be conducted by way of accumulative voting, whereby in respect of these resolutions you are entitled to a number of votes equivalent to the number of Shares held by you multiplying the number of the director/supervisor candidates.
(b) The accumulative voting will be made separately by the three categories of (i) the executive and non-executive Directors, (ii) the independent non-executive Directors and (iii) the Supervisors, i.e. (i) for the election or re-election of the executive and non-executive Directors, the total number of votes you may cast shall equal to the product of the number of Shares held by you multiplying the number of the proposed executive and non-executive Directors, i.e. 6, and this particular allocation of votes may only be cast on the proposed executive and non-executive director candidates; (ii) for the election or re-election of independent non-executive Directors, the total number of votes you may cast shall equal to the product of the number of Shares held by you multiplying the number of the proposed independent non-executive Directors, i.e. 3, and this particular allocation of votes may only be cast on the proposed independent non-executive director candidates; and (iii) for the election or re-election of Supervisors, the total number of votes you may cast shall equal to the product of the number of Shares held by you multiplying the number of the proposed Supervisors, i.e. 3, and this particular allocation of votes may only be cast on the proposed supervisor candidates.
For illustration, if you hold 100 Shares, the total number of votes you may cast in respect of ordinary resolution no. 1(A) to 1(F) will be 600 votes, and this particular allocation of votes may only be cast on the proposed executive and non-executive director candidates; the total number of votes you may cast in respect of ordinary resolution no. 1(G) to 1(I) will be 300 votes, and this particular allocation of votes may only be cast on the proposed independent non-executive director candidates; and the total number of votes you may cast in respect of ordinary resolution no. 2(A) to 2(C) will be 300 votes, and this particular allocation of votes may only be cast on the proposed supervisor candidates.
Within the particular allocation of votes, you may either cast all your votes to one of the proposed executive director or non-executive director candidates, the independent non-executive director candidates or the supervisor candidates respectively (FOR, AGAINST or ABSTAIN), or cast them equally or diversely to more than one of the proposed executive director or non-executive director candidates, independent non-executive director candidates or supervisor candidates (FOR, AGAINST or ABSTAIN).
Please specify the number of votes cast for each of the candidates for director/supervisor in the boxes marked "FOR", "AGAINST" or "ABSTAIN". Failure to specify the number of votes cast for each of the candidates 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 EGM in respect of election/re-election of Director/Supervisor in addition to those set out in the notice of EGM.
(c) Please note with particular attention that, if the total number of votes you have cast are less than or equal to the maximum number of votes you may cast in respect of that particular category, your votes shall be valid and the votes not cast shall be deemed to have been waived by you; if the total number of votes you have cast exceeds the maximum votes you have, all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote.
For illustration, if you hold 100 Shares and have cast 600 votes or less in respect of ordinary resolution no. 1(A) to 1(F), your votes shall be valid and the votes not cast shall be deemed to have been waived by you. However, if you have cast more than 600 votes in respect of ordinary resolution no. 1(A) to 1(F), all the votes cast by you shall be invalid and you shall be deemed as having waived your right to vote on such resolution. Similar ruling shall also be applied to ordinary resolution no. 1(G) to 1(I) and ordinary resolution no. 2(A) to 2(C).
(d) A director or supervisor candidate who has received favourable votes exceeding half of the number of Shares carrying voting right (which refers to number of Shares assuming the accumulative voting has not been applied) represented by the Shareholders attending the EGM shall be elected as the Director or Supervisor.
5. Special resolutions 3 and 4 will be voted in the normal way of voting (one vote for each share). 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 EGM in addition to those set out in the notice of EGM.
6. 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.
7. In cases of joint holders of a share, any one of such holders is entitled to vote at the EGM, 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 meeting personally or by proxy.
8. 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 appointed for holding the EGM or any of its adjournments (as the case may be) at the Company's H share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for the shareholders holding H Shares.
9. Shareholders attending the EGM shall be responsible for their own transportation and accommodation expenses.
* The Company is registered as a 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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