Rizhao Port Jurong : PROPOSED ELECTION OF EXECUTIVE DIRECTOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Rizhao Port Jurong Co., Ltd., you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Stock Code: 6117)

PROPOSED ELECTION OF EXECUTIVE DIRECTOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular and notice of the AGM of the Company dated 20 April 2021.

A letter from the Board is set out on pages 1 to 5 of this circular.

A supplemental notice convening the AGM to be held as originally scheduled at 10:00 a.m. on Thursday, 20 May 2021 at the Office Building of Rizhao Port Jurong Co., Ltd. is set out on pages 6 to 8 of this circular. The Revised Proxy Form for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed Revised Proxy Form in accordance with the instructions printed thereon. For holders of the H Shares, the Revised Proxy Form should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof.

Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event, the Revised Proxy Form shall be deemed to be revoked.

4 May 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	6

- i -

DEFINITIONS

In this circular, the following terms and expressions shall have the following respective meanings unless the context otherwise requires:

"AGM"	the annual general meeting or any adjournment thereof of the
	Company to be convened at 10:00 a.m. on Thursday, 20 May 2021
	at the Office Building of Rizhao Port Jurong Co., Ltd.
"Articles of Association"	the articles of association of the Company, as amended from time
	to time
"Board"	the board of Directors
"Company"	Rizhao Port Jurong Co., Ltd. (日照港裕廊股份有限公司), a joint
	stock company incorporated in the PRC with limited liability,
	the H Shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 6117)
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Domestic Share(s)"	ordinary shares in the share capital of the Company, with a
	nominal value of RMB1.00 each, which are subscribed for and
	paid up in RMB by PRC natural persons or entities established
	under PRC laws
"H Share(s)"	overseas listed shares in the share capital of the Company with
	a nominal value of RMB1.00 each in the share capital of the
	Company, listed on the main board of the Stock Exchange and
	traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified from
	time to time
"Notice of AGM"	a notice convening the AGM of the Company dated 20 April 2021

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	DEFINITIONS
"PRC"	the People's Republic of China which, for the purpose of
	this circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Rizhao Port"	Rizhao Port Co., Ltd. (日照港股份有限公司), a joint stock
	company established in the PRC with limited liability whose
	shares are listed and traded on the Shanghai Stock Exchange (stock
	code: 600017), the controlling shareholder of the Company
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	Share(s) of RMB1.00 each in the share capital of the Company,
	comprising the Domestic Shares and the H Shares
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Supervisor(s)"	supervisor(s) of the Company
"Supplemental Notice of AGM"	a supplemental notice convening the AGM of the Company dated
	4 May 2021
"%"	per cent

Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations.

Any reference in this circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Listing Rules, the SFO or any modification thereof and used in this circular shall, where applicable, have the meaning assigned to it under the Listing Rules, the SFO or any modification thereof, as the case may be.

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LETTER FROM THE BOARD

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

	(Stock Code: 6117)
Non-executive Directors:	Registered office:
Mr. WANG Yufu (Chairman)	South End
Mr. OOI Boon Hoe	Haibin 5th Road
Mr. JIANG Zidan	Rizhao City, Shandong Province
Mr. PAY Cher Wee	PRC
Executive Director:	Principal place of business in Hong Kong:
Mr. HE Zhaodi	40/F, Dah Sing Financial Centre
	248 Queen's Road East
Independent Non-executive Directors:	Wanchai
Mr. ZHANG Zixue	Hong Kong
Mr. WU Xibin
Mr. LEE Man Tai
	4 May 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED ELECTION OF EXECUTIVE DIRECTOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the circular and Notice of AGM of the Company dated 20 April 2021, in relation to the resolutions to be proposed at the AGM for consideration and approval.

Reference is also made to the Supplemental Notice of AGM dated 4 May 2021, in relation to, among others, the new resolution proposed by Rizhao Port, the Company's controlling shareholder.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with all reasonably necessary information in relation to, among others, the new resolution proposed by Rizhao Port, the Company's controlling shareholder, so as to enable you to make informed decisions on whether to vote for or against the resolutions to be proposed at the AGM.

2. PROPOSED ELECTION OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 28 April 2021, in relation to, among other things, the resignation and proposed election of executive Director.

Mr. He Zhaodi ("Mr. He") has tendered his resignation as an executive Director and the general manager of the Company on 28 April 2021 due to change in work arrangements to serve as secretary of the party committee and general manager of Rizhao Port Shangang Terminal Co., Ltd. (日照港山鋼碼頭有限公司) and general manager of Rizhao Port Lanbei Port Co., Ltd. (日照港 嵐北港務有限公司). Mr. He's resignation as the general manager of the Company is effective on 28 April 2021 and his resignation as the executive Director is effective upon the approval of the Shareholders on the appointment of a new executive Director at a general meeting of the Company. Upon his resignation as the executive Director, Mr. He will cease to be the authorised representative of the Company (the "Authorised Representative") under Rule 3.05 of the Listing Rules. Mr. He confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that needs to be brought to the attention of the Shareholders and the Stock Exchange. The Board would like to express its sincere gratitude to Mr. He for his invaluable contribution to the Company during his term of office with the Company.

The Board proposed to nominate Mr. Zhang Feng ("Mr. Zhang") as an executive Director who shall be appointed upon the approval of the Shareholders at the AGM for a term commencing from the date of approval by the Shareholders at the AGM until the expiry of the current session of the Board. The Board also proposed to appoint Mr. Zhang in replacement of Mr. He Zhaodi as the Authorised Representative upon the approval of the Shareholders on his appointment as an executive Director at the AGM.

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LETTER FROM THE BOARD

Biographical details of Mr. Zhang are set out as follows:

Mr. Zhang Feng, aged 46, graduated from the Department of Electrical Engineering, Shandong University (山東大學) with a bachelor's degree in mechatronics. In December 2008, he obtained a bachelor's degree in business administration jointly issued by Dongbei University of Finance and Economics (東北財經大學) and China Central Radio and Television University (中央廣播電視 大學). He is a senior economist and engineer. From April 2007 to November 2007, he served as the deputy chief of the general office of the Rizhao Port Group Co., Ltd. (日照港集團有限公司) ("Rizhao Port Group"). From November 2007 to May 2012, he was the chief duty supervisor of Rizhao Port Group. From May 2012 to December 2013, he served as the chief of the general office of the Rizhao Port Group. From December 2013 to December 2016, he served as the captain of the general department of the labor union of Rizhao Port Group. From December 2016 to August 2019, he served as the deputy general manager, a member of discipline inspection committee and the chairman of the labor union of the Company. From August 2019 to April 2021, he served as a member of the party committee and deputy general manager of Second Harbor Company of Rizhao Port Co., Ltd. (日照港股份有限公司第二港務分公司). Since April 2021, Mr. Zhang is a member of the party committee and deputy general manager of the Company.

Save as disclosed above, as at the date of this circular, Mr. Zhang (i) does not have any relationship with any Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) does not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not hold any other positions in the Company; and (iv) has no interest in shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters in connection with the above appointment that need to be disclosed according to Rules 13.51(2)(h) to (v) of the Listing Rules or to be brought to the attention of the Shareholders.

Subject to the approval by the Shareholders at the AGM, the Company will enter into a service contract with Mr. Zhang in respect of his appointment as an executive Director for a term commencing from the date of approval by the Shareholders at the AGM until the expiry of the current session of the Board, and his annual remuneration will be determined by the Board with reference to his duties, responsibilities, experience and the market condition.

Upon the approval of the Shareholders on the appointment of Mr. Zhang as the executive Director at the AGM followed by his appointment as the Authorised Representative by the Board, the Authorised Representatives will be Mr. Zhang and Ms. Kwan Sau In, a joint company secretary of the Company.

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LETTER FROM THE BOARD

In this regard, an ordinary resolution will be proposed at the AGM to consider and approve the proposed election of Mr. Zhang as an executive director of the Company.

In compliance with Rule 13.51 of the Listing Rules, the Company will make further announcement upon approval of the proposed election of the executive Director by the Shareholders at the AGM as soon as possible.

3. AGM

A supplemental notice convening the AGM to be held as originally scheduled at 10:00 a.m. on Thursday, 20 May 2021 at the Office Building of Rizhao Port Jurong Co., Ltd. is set out on pages 6 to 8 of this circular.

Please refer to the Notice of AGM dated 20 April 2021 for details of other resolutions to be proposed at the AGM, closure of register of members, eligibility for attending the AGM, registration procedures for attending the AGM, appointment of proxy and other relevant matters.

A revised form of proxy (the "Revised Proxy Form") for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the enclosed Revised Proxy Form in accordance with the instructions printed thereon. For holders of the H Shares, the Revised Proxy Form should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event, the Revised Proxy Form shall be deemed to be revoked.

Important Notice: The Revised Proxy Form supersedes the form of proxy (the "Original Proxy Form") which was enclosed with the circular and the Notice of AGM dated 20 April 2021 in relation to the AGM and which has been dispatched to the Shareholders. Shareholders who have duly completed and returned the Original Proxy Form shall note that the Original Proxy Form is no longer applicable to the AGM.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholders will be required to abstain from voting on any of the resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

1. RECOMMENDATION
   The Board considers that the resolution set out in the Supplemental Notice of AGM is fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution set out in the Supplemental Notice of AGM.
2. RESPONSIBILITY STATEMENT
   This circular, for the accuracy of which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, there are no other matters the omission of which would make any statement in this circular misleading.

Yours faithfully,

By Order of the Board

Rizhao Port Jurong Co., Ltd.

Wang Yufu

Chairman

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 6117)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the (i) annual general meeting (the "AGM") circular of Rizhao Port Jurong Co., Ltd. (the "Company") dated 20 April 2021 (the "Original Circular"); and (ii) notice of the AGM dated 20 April 2021 (the "Original Notice").

According to Article 55 of the Articles of Association of the Company, shareholder(s) severally or jointly holding more than 3% shares of the Company shall have the right to submit written provisional proposals to the Board 10 days before a shareholders' general meeting is convened. According to Article 60(XI) of the Articles of Association of the Company, the shareholders' general meeting shall consider proposals submitted by shareholder(s) severally or jointly holding more than 3% of the voting shares of the Company.

On 2 May 2021, Rizhao Port, the controlling shareholder of the Company, has submitted a written provisional proposal to the Board regarding the new resolution for the proposed election of the executive director of the Company.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM will be held as originally scheduled at 10:00 a.m. on Thursday, 20 May 2021 at the Office Building of Rizhao Port Jurong Co., Ltd. for the purpose of considering and, if thought fit, passing the following new resolution as ordinary resolution, in addition to the resolutions set out in the Original Notice, and the special resolution numbered 9 in the Original Notice be re-numbered as 10. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the supplemental circular of the Company dated 4 May 2021 in relation to the proposed election of the executive director of the Company.

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTION

9. To consider and approve to elect Mr. Zhang Feng as an executive director of the Company.

By Order of the Board

Rizhao Port Jurong Co., Ltd.

Wang Yufu

Chairman

Rizhao, PRC, 4 May 2021

As at the date of this supplemental notice, the board of directors of the Company comprises Mr. Wang Yufu as Chairman and non-executive director of the Company; Mr. He Zhaodi as the executive director of the Company; Mr. Pay Cher Wee, Mr. Ooi Boon Hoe and Mr. Jiang Zidan as non-executive directors of the Company; and Mr. Zhang Zixue, Mr. Wu Xinbin and Mr. Lee Man Tai as the independent non-executive directors of the Company.

Notes:

1. For more information relating to the abovementioned additional resolution (i.e. resolution No. 9), please refer to the supplemental circular of the Company dated 4 May 2021 in relation to the proposed election of the executive director of the Company.
2. IMPORTANT NOTICE: Since the form of proxy dispatched together with the Original Notice (the "Original Proxy Form") does not contain the additional proposed resolution as set out in this supplemental notice of AGM, a revised form of proxy (the "Revised Proxy Form") has been prepared. The Revised Proxy Form shall supersede the Original Proxy Form. Shareholders who have already lodged the Original Proxy Form in accordance with the instructions printed thereon should note that the Original Proxy Form shall be invalid for use at the AGM.
   Shareholders are requested to lodge the Revised Proxy Form if they wish to appoint proxies to attend the meeting on his/her behalf in accordance with the instructions printed thereon and in the manner set out in note 6 below.
3. All votes of the resolutions at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rzportjurong.com) in accordance with the Listing Rules.
4. As stated in the annual results announcement of the Company dated 18 March 2021 and the Original Circular, in order to determine the holders of H Shares who will be entitled to attend the AGM, the register of members of the Company will be closed from Tuesday, 20 April 2021 to Thursday, 20 May 2021 (both days inclusive), during which period no transfer of H Shares will be registered.
5. Any shareholders entitled to attend and vote at the AGM can appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a shareholder.

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. The instrument appointing a proxy shall be in writing under the hand of the shareholder or of his/her attorney duly authorised in writing or, if the shareholder is a corporation, either under its common seal or under the hand of its directors or an attorney duly authorised in writing to sign the same. If that instrument is signed by an attorney of the shareholder, the power of attorney authorising the attorney to sign, or other authorisation documents shall be notarised. The aforementioned documents must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or the office of the Board at South End, Haibin 5th Road, Rizhao City, Shandong Province, the PRC (for holders of Domestic Shares) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof in order for such documents to be valid. Completion and delivery of the Revised Proxy Form shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
2. If a proxy attends the AGM on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her legal representative, which specifies the date of its issuance. If a representative of a corporate shareholder attends the AGM, such representative shall produce his/her identification document and the notarised copy of the resolution passed by the board of directors or other authority or other notarised copy of any authorisation documents issued by such corporate shareholder.
3. The contact of the Company:
   Address: South End, Haibin 5th Road, Rizhao City, Shandong Province, the PRC
   Telephone: [phone]
   Fax: [phone]
4. The AGM is expected to last for no more than half a day. Shareholders who attend the AGM (in person or by proxy) shall bear their own travelling and accommodation expenses.

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