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 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.

大連港股份有限公司

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

1. To consider and approve the election of Mr. Zhang Yiming ("Mr. Zhang") 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. Save as aforesaid, the Company shall not be required to pay any other benefits or bonuses to Mr. Zhang as an executive Director of the Company.

The profile of the proposed director of the Company is set out in paragraph A of the Appendix to this notice.

By order of the Board

Joint Company Secretaries

11 October 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 (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 27 October 2016 to 30 November 2016 (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 27 October 2016 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 October 2016.

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: WEI Minghui

   Non-executive Directors: BAI Jingtao, XU Song, ZHENG Shaoping and YIN Shihui

   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".
9. PROFILE OF THE PROPOSED DIRECTOR FOR ELECTION Executive Director

Mr. Zhang, born in 1964, Chinese, held various positions in the past, including the deputy director of the Dalian Electric Porcelain Factory (大連電瓷廠副廠長), the assistant of the Dalian Mechanical & Industrial Department of the Electric Equipment Industrial Management Bureau (大連市機械工業管理局局長助理), the assistant director and deputy director of the Dalian Economic and Trade Committee of the Dalian Municipal Government (大連市經濟貿易委員會主任助理、副主任), the deputy secretary-general of the People's Government of Dalian Municipality (大連市人民政府副秘書長), the deputy secretary of the Pulandian Municipal Committee (遼寧省普蘭店市市委副書記), the mayor of the Pulandian Municipal People's Government (普蘭店市人民政府市長), the deputy secretary of the Dalian Puwan New Area's Party Working Committee and the deputy director of the Committee's Management Board (大連普灣新區黨工委副書記、管委會副主任), the director (secretary) and Party secretary of the Dalian Economic and Information Technology Committee (Dalian Municipal Small and Medium Enterprises Bureau) (大連市經濟和信息化委員會（大連市中 小企業局）主任（局長)、黨委書記). Mr. Zhang is currently the chairman of the board and deputy Party secretary of Dalian Port Corporation Limited (大連港集團有限公司). Mr. Zhang graduated from Tianjin University with a bachelor's degree in inorganic non-metallic materials engineering and a master degree in engineering. Mr. Zhang also obtained a Ph.D. in management from Dalian University of Technology and is a senior engineer.

As at the date of this notice, Mr. Zhang does not have any interests in the Company's securities within the meaning of Part XV of the Securities and Futures Ordinance, nor any relationships with any director, supervisor, or senior management of the Company, save as disclosed above. Save as disclosed above and apart from the proposed appointments mentioned herein, Mr. Zhang does not hold any other position with the Company or any other member of the group of companies of which the Company forms a part.

Save as disclosed above, Mr. Zhang does not hold any directorship in other listed public companies in the past three years.

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 Mr. Zhang as an executive director of the Company.