Dividend Distribution Plan(2018
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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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Qinhuangdao Port Co., Ltd. (the “Company”), you should at once hand this circular with the enclosed forms of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. 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. 秦皇島港股份有限公司 QINHUANGDAO PORT CO., LTD.* (a joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 3369) (1) 2017 PROFIT DISTRIBUTION PLAN AND DECLARATION OF FINAL DIVIDEND; (2) DIVIDEND DISTRIBUTION PLAN (2018-2020); (3) ELECTION OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY; (4) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY; (5) ELECTION OF SUPERVISORS OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY; AND (6) NOTICE OF ANNUAL GENERAL MEETING A notice for convening the Annual General Meeting of the Company to be held at 10:00 a.m. on Wednesday, 20 June 2018 at Qinhuangdao Sea View Hotel, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, PRC is set out on pages 17 to 20 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying reply slip and form of proxy in accordance with the instructions printed thereon. For the holders of H Shares, the aforementioned documents shall 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. The reply slip must be served no later than Wednesday, 30 May 2018 and the form of proxy must be served not less than 24 hours before the time scheduled for holding the Annual General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish. * For identification purpose only 4 May 2018 CONTENTS Page Definitions ........................................................ 1 Letter from the Board .............................................. 3 Introduction ................................................... 3 2017 Profit Distribution Plan and Declaration of Final Dividend ........... 4 Dividend Distribution Plan (2018-2020) .............................. 4 Election of Executive Directors and Non-Executive Directors of the Fourth Session of the Board of the Company ...................... 5 Election of Independent Non-Executive Directors of the Fourth Session of the Board of the Company ...................................... 5 Election of Supervisors of the Fourth Supervisory Committee of the Company ................................................. 6 Closure Period of Register of Members and Record Date ................. 7 Voting by Poll ................................................. 7 Recommendations ............................................... 8 Responsibility Statement ......................................... 8 Appendix I – Dividend Distribution Plan of Qinhuangdao Port Co., Ltd. (2018-2020) ............................ 9 Appendix II – Biographical Details of Directors and Supervisors ....... 12 Notice of Annual General Meeting ..................................... 17 –i– DEFINITIONS In this circular, the following expressions have the following meanings unless the context otherwise requires: “AGM” the 2017 annual general meeting or any adjournment thereof of the Company to be held at 10:00 a.m. on Wednesday, 20 June 2018 at Qinhuangdao Sea View Hotel, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, PRC “Articles of Association” the articles of association of the Company, as amended from time to time “A Share(s)” the RMB ordinary shares with a par value of RMB1.00 each (the stock code: 601326) issued by the Company in China that is subscribed in RMB and listed on the Shanghai Stock Exchange “Board” the board of Directors of the Company “Company” Qinhuangdao Port Co., Ltd.* (秦皇島港股份有限公司), a joint stock limited liability company incorporated in the PRC, the H Shares of which are listed on the Main Board of the Stock Exchange, the A Shares of which are listed on the Main Board of the Shanghai Stock Exchange “Director(s)” the director(s) of the Company “Forms of Proxy” forms of proxy to be delivered to the Shareholders together with this circular “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “H Share(s)” overseas listed foreign shares of nominal value of RMB1.00 each in the ordinary share capital of the Company which are listed on the main board of the Stock Exchange and are traded in Hong Kong dollars. “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange –1– DEFINITIONS “PRC” the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Qingang Group or Hebei Port Hebei Port Group Co., Ltd., formerly Qinhuangdao Port Group” Group Co., Ltd. “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” shareholder(s) of A Shares and H Shares of the Company “Shareholder(s) of A Shares” holder of A Shares “Shareholder(s) of H Shares” holder of H Shares “Shares” shares of the Company “SSE” The Shanghai Stock Exchange “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisory Committee” the supervisory committee of the Company “SZSE” Shenzhen Stock Exchange “%” 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 Securities and Futures Ordinance or any modification thereof and used in this circular shall, where applicable, have the meaning assigned to it under the Listing Rules, the Securities and Futures Ordinance or any modification thereof, as the case may be. –2– LETTER FROM THE BOARD 秦皇島港股份有限公司 QINHUANGDAO PORT CO., LTD.* (a joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 3369) Executive Directors: Registered office: Mr. CAO Ziyu (Chairman) 35 Haibin Road Mr. YANG Wensheng Qinhuangdao Mr. WANG Lubiao Hebei Province Mr. MA Xiping PRC Non-executive Directors: Principal place of business Mr. LI Jianping in Hong Kong: Mr. MI Xianwei 22 Floor, World-Wide House, 19 Des Voeux Road, Independent non-executive Directors: Hong Kong Mr. LI Man Choi Mr. ZHAO Zhen Ms. ZANG Xiuqing Mr. HOU Shujun 4 May 2018 To the Shareholders Dear Sir or Madam, (1) 2017 PROFIT DISTRIBUTION PLAN AND DECLARATION OF FINAL DIVIDEND; (2) DIVIDEND DISTRIBUTION PLAN (2018-2020); (3) ELECTION OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTOR OF THE FOURTH SESSIONS OF THE BOARD OF DIRECTORS OF THE COMPANY; (4) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE FOURTH SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY; (5) ELECTION OF SUPERVISORS OF THE FOURTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY; AND (6) NOTICE OF ANNUAL GENERAL MEETING Introduction The purpose of this circular is to provide you with information regarding, among others, (i) 2017 profit distribution plan and declaration of final dividend; (ii) dividend distribution plan (2018-2020); (iii) the election of executive Directors and non-executive Directors of the fourth session of the Board of the Company; (iv) the election of independent non-executive Directors of the fourth session of the Board of the Company; (v) the election of Supervisors of the fourth session of the Supervisory committee of the Company; and (vi) notice of AGM. * For identification purpose only –3– LETTER FROM THE BOARD 2017 Profit Distribution Plan and Declaration of Final Dividend According to the relevant resolution approved at the meeting of the Board on 29 March 2018, the Board recommended the payment of a final dividend of RMB0.062 per Share (including tax) to the Shareholders of the Company. If the profit distribution plan is approved by the Shareholders at the AGM, the final dividends would be distributed by 20 August 2018 to the Shareholders whose names appear on the register of members of the Company as at 5 July 2018. In accordance with the Articles of Association of the Company, dividends of the A Shares are to be declared and paid in RMB, whereas dividends of the H Shares are to be declared in RMB and paid in Hong Kong dollars, the exchange rate of which will be calculated