Qinhuangdao Port : Form of Proxy for Use by Shareholders at the Extraordinary General Meeting, to be Held on Thursday, 20 August 2015 (or Any Adjournment thereof)

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

I/We(Note2)

of

being the registered holder(s) of Domestic Share(s)/H Share(s)(Note 3) of RMB1.00 each in the share capital of Qinhuangdao Port Co., Ltd.* (the "Company") hereby appoint the chairman of the EGM

or(Note 4)

of as my/our proxy to attend and act for me/us on my/our behalf at the extraordinary general meeting ("EGM") to be held at Holiday Inn, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, the People's Republic of China (the "PRC") on Thursday, 20 August 2015 at 10:00 a.m. or at any adjournment thereof for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice published on 6 July 2015 convening the EGM (the "EGM Notice") and to vote for me/us and in my/our name(s) in respect of the resolutions according to the instructions set out below or, if no such indication is given, as my/our proxy thinks fit.

Dated this day of 2015 Signature(Note 7)

Notes:

1. Please insert the number of Shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those
Shares. If no number is inserted, the form of proxy will be deemed to relate to all Shares of the Company registered in your name(s) (whether alone or jointly with others).
2. Please insert the full name(s) and address (es) as registered in the register of members of the Company in BLOCK LETTERS.
3. Please insert the number of Shares of the Company registered in your name(s) and delete as appropriate.
4. If any proxy other than the chairman of the EGM of the Company is preferred, please strike out the words "the chairman of the EGM or" and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it.

5. Important: Please indicate with a "j" in the appropriate box under the column marked "For", "Against" or "Abstain". Failure to tick the box will entitle your proxy to cast your vote at his/her discretion. The proxy is also entitled to vote at his/her discretion on any other resolutions duly submitted to the meeting.

6. The Shares abstained will be counted in the calculation of the required 1/2 shares (for ordinary resolutions) or the required 2/3 Shares (for special resolutions).
7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy must be signed by the Shareholder whose name stands first in the register of members of the Company.
8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered, for the holders of H Shares of the Company, to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or for holders of Domestic Shares of the Company, to the office of the Board at Room
511, Qinhuangdao Port Co., Ltd., 35 Haibin Road, Qinhuangdao, Hebei Province, PRC not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof) or not less than 24 hours before the time appointed for taking the poll.
9. In the case of joint holders of Shares of the Company, any one of such holders may vote at the EGM either in person or by proxy in respect of such Shares as if he/she was solely entitled thereto. However, if more than one of such joint holders are present at the EGM in person or by proxy, then one of such holders whose name stands first in the register of members of the Company shall alone be entitled to vote. In the event that a Shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights in a poll.

* For identification purpose only

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