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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 ANNUAL GENERAL MEETING AND ANY ADJOURNMENT TO BE HELD ON 29 JUNE 2015

of (address)

being the shareholder(s) of Dalian Port (PDA) Company Limited (the "Company") holding A Shares2/

H Shares2, hereby appoint the chairman of the meeting or3as my/our proxy to

attend and vote for and on my/our behalf in respect of the resolutions set out in the notice of the annual general meeting at the annual general meeting 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 29 June 2015 or any adjournment thereof (the "AGM"), as indicated hereunder or, if no such indication is given, as the proxy thinks fit.

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the notice of the AGM of the Company dated 14

May 2015.

ORDINARY RESOLUTIONS

FOR4

AGAINST4

ABSTAIN4

1.

To consider and approve the report of the Board of the Company for the year 2014.

2.

To consider and approve the report of the supervisory committee of the Company for the year 2014.

3.

To consider and approve the annual report of the Company for the year 2014.

4.

To consider and approve the audited consolidated financial statements and the auditor 's report of the Company for the year ended 31 December 2014.

5.

To consider and approve the appointment of PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company for the year 2015 and to hold office until the conclusion of the next annual general meeting, and to authorize the Board to fix the auditor 's remuneration.

6.

To consider and approve the final dividend distribution for the year 2014.

SPECIAL RESOLUTIONS

1.

To consider and approve the proposal to issue New H Shares and the following resolutions on the specific mandate for the proposed New H Shares Issue and listing of New H Shares on the Hong Kong Stock Exchange.

1.1

Class of Shares to be issued;

1.2

Time of issuance;

1.3

Method of issuance;

1.4

Target placees;

1.5

Pricing mechanism;

1.6

Method of subscription;

1.7

Size of issuance;

1.8

Accumulated profits;

1.9

Use of proceeds;

1.10

Validity period of the resolutions;

1.11

Authorization of the consequential amendments to the Articles of Association upon completion of the proposed New H Share Issue;

1.12

Other relevant authorization to the Board and the persons authorized by the Board to deal with all matters in relation to the proposed New H Share Issue.

Dated this day of 2015 Signature(s)5

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 form of proxy 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 AGM 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 AGM is entitled to appoint one or more proxies to attend and vote on his/their 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.
4. IMPORTANT:Please indicate with a "✔" in the appropriate box under the column marked "For", "Against" or "Abstain". 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 meeting.
5. 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.
6. In cases of joint holders of a share, any one of such holders is entitled to vote at the AGM, 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.
7. 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 AGM or any of its adjournments (as the case may be) at the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716,
17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for the holders of H Shares.
8. Shareholders (in person or by proxy) attending the AGM shall be responsible for their own transportation and accommodation expenses.

* 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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