Tianjin Binhai Teda Log : PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 6 NOVEMBER 2019 (or at any adjournment thereof)(Announcement)

天津濱海泰達物流集團股份有限公司

Tianjin Binhai Teda Logistics (Group) Corporation Limited*

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

(Stock Code: 8348)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 6 NOVEMBER 2019 (or at any adjournment thereof)

I/We

of (Note 1)

being the registered holder ofDomestic Shares/H Shares (Note 2) in Tianjin Binhai

Teda Logistics (Group) Corporation Limited* (the "Company"), HEREBY APPOINT (Note 3) the Chairman of the Extraordinary General Meeting or

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting of the Company ("EGM") to be held at No.39, Bohai Road, Tianjin Economic and Technological Development Zone, Tianjin, the People's Republic of China (the "PRC") on Wednesday, 6 November 2019 at 9:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

	SPECIAL RESOLUTIONS		For (Note 4)	Against (Note 4)
1.	"THAT
	each of the following proposed arrangements in respect of
	the issuance of domestic corporate bonds in the PRC (the
	"Bond Issue") be and is hereby separately approved:
	Issuer	：	The Company
	Place of issue	：	The PRC
	Size of issue	：	Not more than	RMB500
			million
	Method of issue	：	To be issued in one or
			multiple tranches
	Par value and issue	：	RMB100 each,	issuing at
	price		par value

* For identification purposes only

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

Target investors

and

：

Non-public

issuance

to

p l a c e m e n t

qualified

investors

as

a r r a n g e m e n t s t o

s t i p u l a t e d i n t h e

Shareholders

Administrative

Measures

for the Issue and Trading

of Corporate Bonds 《(

公司

債券發行與交易管理辦

法》) issued by the China

S e c u r i t i e s R e g u l a t o r y

Commission.

It

shall

not

be

conducted

through

a d v e r t i s e m e n t , p u b l i c

i n d u c e m e n t o r o t h e r

disguised

public

manner.

The

number

of

target

investors shall be no more

than

200

per issue.

The

i s s u e r ' s

d i r e c t o r s ,

s u p e r v i s o r s , s e n i o r

m a n a g e m e n t a n d

shareholders holding more

than 5% of its shares may

p a r t i c i p a t e i n t h e

subscription

and

transfer

of the Bond Issue

Maturity

：

Not

more

than

3

years

in

the form of either a

uniform maturity

date

or

a bond

portfolio

with

several maturity dates

C o u p o n r a t e

a n d

： Fixed-rate bonds, and it is

determination method

proposed

that

the

EGM

thereof

shall

authorize

the

board

(the "Board") of directors

(the "Directors") of the

Company

or

the

persons

authorized by the Board to

determine

its

coupon

rate

with

the

lead underwriter

through

negotiation

in

accordance

to

relevant

requirements

of

the

PRC

based on market condition

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

Method of repayment of

： The interests shall be paid

principal and payment

on an annual basis and the

of interest

principal

shall

be

repaid

together

with

the

last

payment of interest

Use of proceeds

： Mainly used to settle bank

loans,

supplement

the

Company's

liquidity

and

for

other

uses

permitted

by

applicable

laws

and

regulations. It is proposed

t h a t t h e E G M s h a l l

authorize the Board or the

persons

authorized

by the

Board

to

determine

the

s p e c i f i c u s e a n d

proportion within the

aforesaid

scope,

based on

the capital needs of the

Company

and

the

debt

structure of the Company

Method of underwriting

： To be underwritten by the

lead underwriter by way of

standby commitment

Form of guarantee

：

A n

i r r e v o c a b l e

j o i n t

liability

guarantee

will be

p r o v i d e d b y T E D A

Investment

Holdings

Co.,

Ltd.

Transfer and listing of

：

Upon the

completion of

the bonds

the

Bond

Issue,

provided

that

the

conditions

for

listing

and

transfer

are

fulfilled,

the

Company

will

apply

to

Shanghai

Stock Exchange for listing

and transfer

Term of validity

： 24 months from the date of

passing

the

resolution at

the EGM"

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

2. "THAT

authorise any one of the executive Directors and other persons authorized by the Board to deal with, at its absolute discretion, all matters relating to the Bond Issue within the scope of the relevant laws and regulations, which include but not limited to the following:

1. to the extent permitted by laws and regulations and based on the principle of maximizing the interests of the Company, according to the specific conditions of the Company and the market, to formulate the specific plan for the issue of corporate bonds within the cap of not more than RMB500 million, and to amend and adjust the terms of issue of the corporate bonds, including but not limited to the specific size of issue, number of tranches and manner of tranches, maturity, coupon rate or determination method thereof, timing of issue, the availability of terms for resale and redemption, period and method of repayment of principal and payment of interests, specific placing arrangement and all other matters relating to the terms of issue;
2. to decide and engage intermediaries for the Bond Issue, to sign relevant agreements and sign all necessary legal documents relating to the issuance;
3. to select a trustee manager of bonds, sign a bond trusteeship management agreement and formulate rules of meeting of bondholders;
4. to deal with the issuance reporting procedures for the Bond Issue and, upon completion of the Bond Issue, deal with the listing and transfer and reporting procedures relating to the Bond Issue, including but

not limited to formulating, approving, authorizing,

signing, executing, amending and completing all

n e c e s s a r y d o c u m e n t s , c o n t r a c t s / a g r e e m e n t s , arrangements (including but not limited to prospectus, underwriting agreement, bond trusteeship management agreement, various announcements and other legal documents, etc.) relating to the Bond Issue, listing and transfer and reporting, and make appropriate disclosure of information in accordance with laws and regulations and other regulatory documents;

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

1. in the event of any changes in the policies governing the issue of corporate bonds or any changes in the market conditions, except for those matters that require a new poll by the general meeting under relevant laws, regulations and the Articles of Association, to authorize the Board to make corresponding adjustments to related matters of the Bond Issue, such as the specific plan for issue, pursuant to opinions of the regulatory departments;
2. in the event that the Company expects that it is unable to repay the principal and interests of the corporate bonds as scheduled, or the Company is unable to repay the principal and interests of the corporate bonds when they become due, to the extent permitted by laws and regulations and according to the specific conditions of the Company and the market, to make the following decisions and take corresponding measures:
3. 1. not to distribute profit to the Shareholders;
   2. to suspend the implementation of capital expenditure projects such as material external investments, acquisitions and mergers;
   3. to reduce or suspend the payment of salaries and bonuses of Directors and senior management;
   4. not to transfer the main responsible persons to another post; and
4. to deal with other matters relating to the Bond Issue.

The authorization shall be valid from the date of passing the resolution at the EGM until the date on which all the above- mentioned authorized matters have been completed."

Dated this

date of

2019

Signature(s) (Note 5)