Xiamen International Port : NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2020

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廈 門 國 際 港 務 股 份 有 限 公 司

XIAMEN INTERNATIONAL PORT CO., LTD*

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

(Stock Code: 3378)

NOTICE OF THE SECOND EXTRAORDINARY

GENERAL MEETING IN 2020

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting in 2020 (the "EGM") of Xiamen International Port Co., Ltd* ( 廈門國際港務股份有限公司 ) (the "Company")

will be held at 9:00 a.m. on Wednesday, 16 September 2020 at 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the People's Republic of China (the "PRC") for the purposes of considering and, if thought fit, passing the following resolution. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company in relation to the EGM dated 31 August 2020.

ORDINARY RESOLUTION

1. To consider and approve: "THAT:

1. the Capital Increase Agreement entered into by and between Xiamen Port Development Co., Ltd.* ( 廈門港務發展股份有限公司 ) and Xiamen Port Holding Group Co., Ltd.* ( 廈門港務控股集團有限公司 ) and the Capital Contribution Transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and (b) any one or more of the Directors be and is/are hereby authorised to deal with, for an on behalf of the Company, the relevant matters in relation to the Capital Increase Agreement and the Capital Contribution Transactions contemplate thereunder."

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SPECIAL RESOLUTION

2. To consider and approve: "THAT:

1. (a) subject to paragraphs (b) to (g) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the relevant laws and regulations

in the PRC, the application by the Company to the National Association of Financial Market Institutional Investors* ( 中國銀行間市場交易商協會 ) (the "NAFMII")

for the registration of the issue of the New Super Short-term Notes (the "New Super Short-termNotes") with an aggregate maximum principal amount not exceeding RMB8,000,000,000 and to issue such New Super Short-term Notes during the Effective Period on a rolling basis in either one or multiple tranches be hereby approved;

1. the registered scale of the New Super Short-term Notes to be issued by the Company pursuant to the approval granted in paragraph (a) above shall not exceed RMB8,000,000,000 at any time during the Effective Period;
2. the maturity of each tranche of the issue shall be not more than 270 days from the date of issue;
3. the target investors of the issue of the New Super Short-term Notes shall only be domestic institutional investors of the PRC inter-bank bond market (other than those who are restricted from participation in accordance with the laws and regulations of the PRC);
4. the underwriter shall be determined by the Board in accordance with the Company's needs and prevailing market condition;
5. the interest rate shall be determined by reference to the condition of the inter-bank bond market at the time of issue of each tranche of the issue through bookbuilding processes;
6. the net proceeds of each tranche of the issue of the New Super Short-term Notes shall be intended to be used primarily for supplementing the Group's liquidity and repayment of its interest-bearing debts so as to satisfy the working capital requirements and lower the finance cost of the Group.

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1. (a) (i) any one or more of the directors of the Company be and is/are hereby authorised to determine the specific terms and conditions and other relevant matters in relation to the registration and issue of the New Super Short-term Notes including, without limitation, the timing of issue, the principal amount and interest rate of each tranche of issue, the underwriters as well as the number of tranches of issue; and (ii) the Chairman of the Company be and is hereby authorised to do all such acts and thing and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms and conditions of each tranche of the issue of the New Super Short-term Notes, provided that the Chairman and the directors of the Company shall only exercise the above powers in accordance with the Company Law of the PRC, the Listing Rules and the Articles of Association and only if all necessary approvals from the NAFMII and/or other relevant PRC government authorities are obtained by the Company;

for the purposes of this resolution only, "Effective Period" means the registered effective period of the issue of the New Super Short-term Notes, which is two years from the completion of the registration at the NAFMII."

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

Xiamen, PRC, 31 August 2020

*  For identification purpose only

Notes:

1. Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, the chairman of the meeting will demand a poll for each of the resolutions proposed at the EGM pursuant to the articles of association of the Company.
2. Shareholders are advised that the registers of members of the Company will be closed from Monday, 14 September 2020 to Wednesday, 16 September 2020 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Monday, 14 September 2020 are entitled to attend the EGM. Holders of H Shares who wish to attend the EGM are required to lodge all transfer documents together with the relevant share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 11 September 2020.
3. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his stead. A proxy needs not be a Shareholder.
4. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised 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 authorised attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

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1. The proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board of the Company for holders of Domestic Shares and at the H Share registrar of the Company for holders of 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 a proxy form will not preclude a Shareholder from attending and voting in person at the meeting if he/she so wishes. The name and address of the H Share registrar of the Company are set out in note 2 above.
2. The EGM is expected to last half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce their identity documents.

As at the date of this announcement, the executive Directors are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive Directors are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive Directors are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. You Xianghua, Mr. Jin Tao and Mr. Ji Wenyuan.

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