Dalian Port PDA : NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2015

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Dalian Port (PDA) Company Limited*

大連港股份有限公司

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

(Stock Code: 2880) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Dalian Port (PDA) Company Limited (the "Company") will be held at 9:00 a.m. on Tuesday, 28 June 2016 at Dalian, Liaoning Province, PRC for the purposes of considering and, if thought fit, passing the following resolutions: AS ORDINARY RESOLUTIONS

1. To consider and approve the annual report of the Company for the year ended 31 December 2015 (published on the Company's website: www.dlport.cn).

2. To consider and approve the report of the board of directors of the Company (the "Board") for the year ended 31 December 2015 (details stated in the documents for AGM published on the Company's website: www.dlport.cn).

3. To consider and approve the report of the supervisory committee of the Company (the "Supervisory Committee") for the year 2015 (details stated in the documents for AGM published on the Company's website: www.dlport.cn).

4. To consider and approve the audited consolidated financial statements and the auditors' report of the Company for the year ended 31 December 2015 (details stated in the annual report of the Company for the year 2015).

5. To consider and approve the election of a supervisor for the 4th session of the Supervisory Committee until the expiry of the term of the 4th session of the Supervisory Committee.

6. To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company for the year ending 31 December 2016 and to hold office until the conclusion of the next annual general meeting, and to authorize the Board to fix the auditor's remuneration.

7. To consider and approve the application for issuing Debt Financing Instruments.

8. To consider and approve the amendments to the Measures for Raised Funds of Dalian Port (PDA) Company Limited (details stated in the documents for AGM published on the Company's website: www.dlport.cn).

9. To consider and approve the Proposal on nominating Mr. Bai Jingtao and Mr. Zheng Shaoping as Candidates for non-executive Directors of the Company until the expiry of the term of the 4th Session of the Board.

   AS SPECIAL RESOLUTIONS

10. To consider and approve the proposed Dividend Bonus Issue, Bonus Issue and Cash Dividend for the year ended 31 December 2015.

    It is proposed to distribute a cash dividend of RMB0.75 (tax inclusive) per ten (10) existing shares of the Company, in a total amount of RMB420,474,000 based on its total share capital of 5,606,320,000 shares of the Company; it is proposed to issue a total of 5,606,320,000 bonus shares, in a total amount of RMB5,606,320,000, by way of conversion of capital reserve of the Company on the basis of ten (10) bonus shares for every ten (10) existing shares of the Company; it is proposed to issue a total of 1,681,896,000 new shares on the basis of three (3) dividend bonus shares per every ten

    (10) existing shares by way of capitalization of retained earnings as at 31 December 2015.

    The Board be authorized to delegate the authority to any one of the Executive Directors to deal with the matters in relation to the profit distribution plan according to the relevant laws, regulations and listing rules, and to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares.

11. To consider and approve the proposed amendments to the Articles of Association of the Company.

By Order of the Board

WANG Jilu, LEE Kin Yu Arthur

Joint Company Secretaries

Dalian, PRC 13 May 2016

Notes:

1. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, votes of the shareholders of the Company (the "Shareholders") at the AGM shall be taken by poll.

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

3. In order to determine the list of holders of H shares who are entitled to attend the AGM, the H share register of members will be closed from Saturday, 28 May 2016 to Tuesday, 28 June 2016, both days inclusive, during which period no transfer of shares will be effected. Holders of the Company's H shares whose names appear on the register of members on Tuesday, 28 June 2016 are entitled to attend the meeting. In order to attend and vote at the meeting, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (the "H Share Registrar") at or before 4:30 p.m. on Friday, 27 May 2016. The address of the transfer office of H Share Registrar is at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Holders of the Company's A shares whose names appear on the register of members on Friday, 27 May 2016 are entitled to attend the meeting.

4. A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote in his stead. A proxy needs not be a shareholder of the Company.

5. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

6. In order to be valid, the form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the H Share Registrar, at the address of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for holders of H shares not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he so wishes.

7. Shareholders who intend to attend the AGM in person or by proxy should return the reply slip by hand, by post or by fax to the office of the Board no later than 20 days before the date of the AGM.

   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 0411 8759 9899 / 8759 9727

   Facsimile No.: 86 0411 8759 9854

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

9. According to the Enterprise Income Tax Law of the PRC and its implementing rules and regulations, the Company is obliged to withhold and pay enterprise income tax at a tax rate of 10% for payment of final dividend for the year 2015 to its non-PRC resident corporate shareholders, including HKSCC Nominees Limited.

10. The meeting is expected to be concluded within a day. Shareholders (in person or by proxy) attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce the identity documents.

As the Company has been recognized as a "foreign-invested enterprise" under the applicable PRC laws, it is not required to withhold and pay the individual income tax when the Company distributes the final dividend for the year 2015 subject to approval of the shareholders of the Company on the final dividend distribution.

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

Executive directors: HUI Kai and WEI Minghui

Non-executive directors: XU Song and YIN Sinhui

Independent non-executive directors: WAN Kam To, Peter, WANG Zhifeng and SUN Xiyun

* 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".