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 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 ) (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, 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 based on the average exchange rate published by The People’s Bank of China one week immediately preceding the date of AGM to be held on 20 June 2018.

In accordance with the Enterprise Income Tax of the People’s Republic of China and its implementation rules effective on 1 January 2008, where a PRC domestic enterprise distributes dividends for financial periods beginning from 1 January 2008 to non-resident enterprise shareholders, it is required to withhold 10% enterprise income tax for such non-resident enterprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of final dividends as enterprise income tax, distribute the final dividends to non-resident enterprise shareholders, i.e. any shareholders who hold the Company’s Shares in the name of non-individual Shareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or holders of H Shares registered in the name of other organizations and groups.

Due to changes in the PRC tax and regulations, according to the Announcement on the List of Fully and Partially Invalid and Repealed Tax Regulatory Documents issued by the State Administration of Taxation on 4 January 2011, individual Shareholders who hold the Company’s H Shares and whose names appeared on the H Share Register of the Company can no longer be exempted from individual income tax pursuant to the Notice on Matters Concerning the Taxation of Gains on Transfer and Dividends from Shares (Equities) Received by Foreign Investment Enterprises, Foreign Enterprises and Foreign Individuals (Guo Shui Fa [1993] No. 045) issued by the State Administration of Taxation, whilst pursuant to the letter titled Tax Arrangements on Dividends Paid to Hong Kong Residents by Mainland Companies issued by the Stock Exchange to the issuers on 4 July 2011 and the Notice on Matters Concerning the Levy and Administration of Individual Income Tax after the Repeal of Guo Shui Fa [1993] No. 045 of State Administration of Taxation (Guo Shui Han [2011] No. 348), it is confirmed that the overseas resident individual shareholders holding shares of domestic non-foreign invested enterprises issued in Hong Kong are entitled to the relevant preferential tax treatments pursuant to the provisions in the tax arrangements between the countries where they reside and the PRC or the tax arrangements between the PRC and Hong Kong (Macau). Therefore, the Company will withhold 10% of the dividend as individual income tax, unless it is otherwise specified in the relevant tax regulations and tax agreements, in which case the Company will withhold individual income tax of such dividends in accordance with the tax rates and the relevant procedures as specified by the relevant regulations.

Dividend Distribution Plan (2018-2020)

Pursuant to the requirements in the Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (Zheng Jian Fa [2012] No. 37) (《關於進一步落 實上市公司現金分紅有關事項的通知》(證監發[2012]37號)) and Guideline No. 3 for the Supervision of Listed Companies – Cash Dividend Distribution of Listed Companies (《上市 公司監管指引第3號 – 上市公司現金分紅》)(證監會公告[2013]43號)issued by the China Securities Regulatory Commission (CSRC) ([2013] No.43), in order to fully protect the lawful rights enjoyed by the Shareholders such as return on assets, the Company formulated the “Dividend Distribution Plan of Qinhuangdao Port Co., Ltd. (2018-2020)”, specific details are set out in Appendix I to this circular.

–4– LETTER FROM THE BOARD

Election of Executive Directors and Non-Executive Directors of the Fourth Session of the Board of the Company

As the term of the third session of the Board is to be expired, the Company will elect the fourth session of the Board in accordance with relevant requirements of Articles of Association.

The Company noted that, among the members of the third session of the Board, Mr. Mi Xianwei, non-executive Director will retire and will not stand for re-election as Directors of the fourth session of the Board. The other executive Directors and non-executive Directors of the third session of the Board, including executive Directors, namely Mr. Cao Ziyu, Mr. Yang Wensheng, Mr. Wang Lubiao and Mr. Ma Xiping, non-executive Directors, namely Mr. Li Jianping have confirmed that they will offer themselves for re-election at the AGM of the Company. Mr. Mi Xianwei has confirmed that there is no disagreement between them and the Company and the Board; and there is no other matter relating to their resignation that needs to be brought to the attention of the Shareholders of the Company.

In addition to aforesaid re-elect Directors, the Board has nominated Ms. Xiao Xiang (“Ms. Xiao”) as non-executive Director to constitute the fourth session of the Board. The term of the re-elect Directors and Ms. Xiao shall commence upon the approval by the Shareholders at the AGM for a term of three years.

Election of Independent Non-Executive Directors of the Fourth Session of the Board of the Company

As the term of the third session of the Board is to be expired, the Company will elect the fourth session of the Board in accordance with relevant requirements of Articles of Association.

The Company noted that, among the members of the third session of the Board, Mr. Li Man Choi and Mr. Zhao Zhen, independent non-executive Directors will retire and will not stand for re-election as Directors of the fourth session of the Board. The other independent non-executive Directors of the third session of the Board, including Ms. Zang Xiuqing and Mr. Hou Shujun have confirmed that they will offer themselves for re-election at the AGM of the Company. Mr. Li Man Choi and Mr. Zhao Zhen have confirmed that there is no disagreement between them and the Company and the Board; and there is no other matter relating to their resignation that needs to be brought to the attention of the Shareholders of the Company.

In addition to the aforesaid re-elect Directors, the Board has nominated Mr. Chen Ruihua (“Mr. Chen”) and Mr. Xiao Zuhe (“Mr. Xiao”) as independent non-executive Directors to constitute the fourth session of the Board. The term of the re-elect Directors, Mr. Chen and Mr. Xiao shall commence upon the approval by the Shareholders at the AGM for a term of three years.

Biographies of All re-elect Directors, Ms. Xiao, Mr. Chen and Mr. Xiao are set out in Appendix II to this circular. Save as disclosed in this circular, each of re-elect Directors, Ms. Xiao, Mr. Chen and Mr. Xiao confirmed that (i) he/she did not take up any position in the Group nor any other directorship in any other listed companies in the past three years; (ii) he/she did not have any relationship with any other Directors, Supervisors, senior , substantial or Controlling Shareholders of the Company; and (iii) he/she did not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of Hong Kong Laws).

–5– LETTER FROM THE BOARD

Save as disclosed above, the Company considers that there is no other information relating to re-elect Directors, Ms. Xiao, Mr. Chen and Mr. Xiao shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matters which need to be brought to the attention of the Shareholders. If the appointment of re-elect Directors, Ms. Xiao, Mr. Chen and Mr. Xiao are approved by the Shareholders at the AGM, the Company will enter into service agreements or letters of appointment with the re-elect Directors, Ms. Xiao, Mr. Chen and Mr. Xiao in due time. The emoluments of all Directors will be determined in accordance with the Articles of Association, taking into account the relevant recommendations of the Remuneration and Appraisal Committee under its terms of reference and taking into account, among others, their duties and responsibilities.

Election of Supervisors of the Fourth Supervisory Committee of the Company

As the term of the third session of the Supervisory Committee of the Company is to be expired, the Company will carry out the election of the fourth session of the Supervisory Committee in accordance with relevant requirements of Articles of Association.

The Company is informed that, among the members of the third session of the Supervisory Committee, Mr. Liu Simang, Supervisor, will retire and will not stand for re-election as Supervisor of the fourth session of the Supervisory Committee. The other members of the third session of the Supervisory Committee, Mr. Bu Zhouqing (“Re-elect Supervisor”), have confirmed that he will offer himself for re-election at the AGM of the Company. Mr. Liu Simang has confirmed that there is no disagreement between him and the Company and the Supervisory Committee; and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders of the Company.

In accordance with Articles of Association, the employee representative Supervisors of the company are elected and appointed by the employees of the Company and do not need to be approved by the Shareholders at the general meeting. Mr. Cao Dong and Ms. Chen Linyan, employee representative Supervisors of the third session (“Employee Representative Supervisor”) were re-elected by the Company at the employee election held on 13 April 2018.

In addition to re-elect Supervisors, the Supervisory Committee has nominated Mr. Meng Bo (“Mr. Meng”) and Ms. Bian Yingzi (“Ms. Bian”) as the Supervisor, to constitute the fourth session of the Supervisory Committee. The term of the re-elect Supervisors, Mr. Meng and Ms. Bian shall commence upon the approval by the Shareholders at the AGM for a term of three years.

Biographies of the re-elect Supervisors, Mr. Meng, Ms. Bian and employee representative Supervisors are set out in Appendix II to this circular. Save as disclosed in this circular, each of Re-elect Supervisors, Mr. Meng and Ms. Bian confirmed that (i) he/she did not take up any position in the Group nor any other directorship in any other listed companies in the past three years; (ii) he/she did not have any relationship with any other Directors, Supervisors, senior management, substantial or Controlling Shareholders of the Company; and (iii) he/she did not have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of Hong Kong Laws).

Save as disclosed above, the Company considers that there is no other information relating to the re-elect Directors, Mr. Meng and Ms. Bian shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any matters which need to be brought to the attention of the Shareholders.

If the appointment of re-elect Directors, Mr. Meng and Ms. Bian are approved by the Shareholders at the AGM, the Company will enter into service agreements with the re-elect Directors, Mr. Meng and Ms. Bian in due time. The emoluments of all Supervisors will be determined in accordance with the Articles of Association, taking into account the relevant recommendations of the Remuneration and Appraisal Committee under its terms of reference and taking into account, among others, their duties and responsibilities.

–6– LETTER FROM THE BOARD

Closure Period of Register of Members and Record Date

The AGM will be held on Wednesday, 20 June 2018 at 10:00 a.m. at Qinhuangdao Sea View Hotel, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, PRC. The notice of AGM is set out on pages 17 to 20 of this circular. No shareholder is required to abstain from voting in connection with the matters to be resolved at the AGM.

In order to determine the holders of H Shares who will be entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 21 May 2018 to Wednesday, 20 June 2018 (both days inclusive), during which period no transfer of Shares will be registered. In order for the holders of H Shares of the Company to qualify for attending the AGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in any case no later than 4:30 p.m. on Friday, 18 May 2018.

Subject to the approval of the proposed declaration of dividend of the Company at the AGM, dividends will be paid to the Shareholders whose names appear on the register of members of the Company after the close of the market on 5 July 2018. The register of the Company will be closed from Saturday, 30 June 2018 to Thursday, 5 July 2018 (both days inclusive), during which period no transfer of shares will be registered. In order for the holders of H Shares of the Company to qualify for receiving the final dividends, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in any case no later than 4:30 p.m. on Friday, 29 June 2018. The Company has no obligation and will not be responsible for confirming the identities of the Shareholders. The Company held no liability in respect of any claims arising from any delay in, or inaccurate determination of the identity of the Shareholders or any disputes over the mechanism of withholding.

Reply slip and form of proxy for the AGM are enclosed with this circular. Whether or not you are able to attend the AGM or any adjourned meeting thereof, you are requested to complete and return the reply slip and form of proxy in accordance with the instructions printed thereon. 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 AGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire.

Voting by Poll

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands). The chairman of the AGM will request for voting by poll on all the proposed resolutions in the notice. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the above meeting.

–7– LETTER FROM THE BOARD

On a poll, every Shareholder presents in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register of members of the Company. A Shareholder entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same manner.

According to the Articles of Association of the Company, the election of Directors and Supervisors of the Company implements a cumulative voting mechanism. In the election of Directors or Supervisors, the number of votes held by each Shareholder shall equal to the number of his/her Shares multiplied by the number of Directors or Supervisors he/she is entitled to elect. Each Shareholder may cast all his/her votes to a candidate for a Director or Supervisor. He/She may also at his/her discretion allocate his/her votes to all the Directors or Supervisor candidates that he/she is entitled to elect.

Recommendations

The Board are of the opinion that the proposed ordinary resolutions above are in the interests of the Company and its Shareholders as a whole. The Board therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Responsibility Statement

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, By order of the Board Qinhuangdao Port Co., Ltd.* CAO Ziyu Chairman

Qinhuangdao, Hebei Province, the PRC

–8– APPENDIX I DIVIDEND DISTRIBUTION PLAN OF QINHUANGDAO PORT CO., LTD. (2018-2020)

I. FACTORS CONSIDERED IN FORMULATING THE DIVIDEND RETURN PLAN FOR SHAREHOLDERS

The Company focuses on its long-term and sustainable development goals, and taking into comprehensive consideration of various factors such as cost of social capital, external financing environment, Shareholders’ requirements and wills, as well as internal factors such as actual operating condition, financial condition, profitability and cash flow, ordinary capital requirements and foreseeable substantial capital expenditures, a continuous, stable and scientific returns planning and mechanism for the investors is to be established, so that a systematic arrangement can be made for profit distribution of the Company in order to ensure a stable, sustainable, reasonable and scientific profit distribution policy.

II. PRINCIPLES ON FORMULATION OF THE DIVIDEND RETURN PLAN FOR SHAREHOLDERS

The Company’s profit distribution should attach importance to the reasonable investment returns to investors, and distribute dividends to shareholders every year according to the proportion of the net profit attributable to shareholders of the Company realized in that year; the profit distribution policy of the Company should maintain continuity and stability, taking into account the long-term interests of the Company, the overall interests of all shareholders and the Company’s sustainable development; the Company can make mid-term cash dividends.

III. DIVIDEND RETURN PLAN FOR SHAREHOLDERS (2018-2020)

(1) Forms of profit distribution

The Company may distribute dividends in cash, in shares or in a combination of both cash and shares or other means as permitted under laws and regulations, and shall give priority to cash dividends. The Company may make interim profit distribution.

(2) Specific conditions and proportions of cash dividend distribution

Save for exceptional circumstances which may adversely affect the continuous ordinary operation of the Company as determined by Board, provided that the ordinary and sustainable development of the Company is being maintained, the Company may distribute dividend in cash if positive profit and accumulated undistributed profits are recorded. Profits to be distributed in cash for each year shall not less than 30% of net profits attributable to Shareholders of the Company for that year.

(3) Specific conditions of share dividend distribution

Where the Company’s operation is sound with rapid growth in operating revenue and net profits, and the Board is in view that share dividend distribution can dilute net asset value per share and is in the interest of all Shareholder on the ground of promising growth of the Company, high net asset value per share and the Company’s stock price does not match its share capital, the Company may propose share dividend distribution, provided that the abovementioned conditions for cash dividends are satisfied.

–9– APPENDIX I DIVIDEND DISTRIBUTION PLAN OF QINHUANGDAO PORT CO., LTD. (2018-2020)

(4) Differentiated cash dividend distribution policy

The Board of the Company shall take into comprehensive consideration of factors such as industry characteristics, business lifecycle, its own operating model, profitability level, as well as where there are any substantial capital expenditures, and formulate differentiated cash dividend distribution policy applicable to the following situations in accordance with the mechanisms stipulated in the Articles of Association:

1. Where the Company is in a maturity phase with no substantial capital expenditure, the cash dividend distributed shall not be less than 80% of the total profits distributed when carrying out profits distribution;

2. Where the Company is in a maturity phase with substantial capital expenditure, the cash dividend distributed shall not be less than 40% of the total profits distributed when carrying out profits distribution;

3. Where the Company is in a growth phase with substantial capital expenditure, the cash dividend distributed shall not be less than 20% of the total profits distributed when carrying out profits distribution;

Where the phase of the development stage of the Company is difficult to define and where Company has substantial capital expenditure arrangement, the profit distribution may be dealt with pursuant to the preceding provisions.

IV. PLANNING CYCLE AND RELATED DECISION MECHANISMS

(1) The Company will review the dividend return plan for Shareholders once every three years and determine the dividend return plan for Shareholders for the period based on the opinions of Shareholders, independent Directors and Supervisors.

(2) After fully considering the Company’s profitability, business scale, cash flow status, development stage, current funding needs, and external financing environment, the dividend return plan for Shareholders is formulated. The Board forms a special resolution for the profit distribution plan and submits it to the general meeting for deliberation after the independent Directors expressly expressed their opinions. The dividend return plan for Shareholders will not take effect until the general meeting is passed with an ordinary resolution.

V. DELIBERATION PROCEDURE ON PROFIT DISTRIBUTION

(1) The Board of the Company is responsible for the formulation of profit distribution plan. When formulating profit distribution plan, the Board shall duly consider the timing, conditions and minimum ratio for cash dividend distribution, as well as conditions for making adjustments and the requirements for decision-making. Independent directors shall express their opinions in respect thereof. Independent directors may solicit the opinions of minority shareholders, propose dividend proposals, and submit them directly to the board of directors for deliberation.

–10– APPENDIX I DIVIDEND DISTRIBUTION PLAN OF QINHUANGDAO PORT CO., LTD. (2018-2020)

(2) The Board shall propose a special resolution in connection with the profit distribution plan for Shareholders’ consideration at general meeting after the independent Directors have expressed their opinions. The profit distribution plan is subject to approval from Shareholders at the general meeting in form of ordinary resolution. Before submission of the profit distribution plan for Shareholders’ consideration at general meeting, the Company shall communicate and exchange opinions with Shareholders (especially the minority Shareholders) by various means in order to listen to the opinions and requests from minority Shareholders.

(3) The Supervisory Committee will supervise the profit distribution plan formulated by the Board. When the Board fails to implement the cash dividend policy or perform the corresponding cash dividend decision-making procedures in accordance with the provisions of this charter, the Supervisory Committee has the right to require the Board to correct it.

(4) When the Company does not make cash dividends or the proportion of cash dividends is lower than the regulations due to the special circumstances stipulated in the articles of association, the Board will explain the reason why there is no cash dividend or low level of cash dividends, the exact purpose of retaining undistributed profits, and the estimated income. It will be submitted to the general meeting of Shareholders for review and disclosed on the Company’s designated media. The special explanation of not performing cash dividends in such special circumstances shall be approved by the general meeting of Shareholders by ordinary resolution.

(5) In case of adjustments to profit distribution policy due to significant changes in external operating environment or the Company’s own operating conditions, the Board shall formulate new profit distribution policy, while independent directors shall express their opinions. The new profit distribution policy formulated by the Board shall submit to the general meeting for Shareholders’ consideration, and shall be subject to Shareholders’ approval at the general meeting in form of special resolution. The general meeting shall adopt onsite vote by poll and online voting combined voting method in order to provide convenience for minority Shareholders in participating the formulation or amendments to the profit distribution policy.

VI. SUPPLEMENTARY PROVISIONS

In case of any matter that has not been covered in the Plan, the laws, regulations, regulatory documents and the Articles of Association shall govern. The responsibility for providing explanation of the Plan shall be vested in the Board of the Company and the Plan is effective from the date on which it is considered and approved at the Shareholders’ general meeting of the Company.

–11– APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS

DIRECTORS (1) Executive Directors

Mr. CAO Ziyu, aged 52, holds a bachelor’s degree. Mr. CAO is the chairman, an executive director and the party committee secretary of the Company. He concurrently acts as the chairman, party committee secretary and director of HPG. Mr. Cao started working in July 1986 and joined the Communist Party of China in April 1991. He has served as the deputy director of office of the administrative committee of Qinhuangdao Economic & Technological Development Zone, and director of policy research office of the administrative committee of Qinhuangdao Economic & Technological Development Zone. In June 1998, Mr. Cao served as the deputy secretary-general of municipal party committee of Qinhuangdao and concurrently acted as the deputy secretary-general of party committee of Ngari Prefecture, Tibet from July 1998 to June 2001. From February 2002 to October 2002 and from October 2002 to March 2003, he served as the deputy director of the propaganda department and head of the lecturer team of the municipal party committee of Qinhuangdao, respectively. In March 2003, Mr. Cao acted as the deputy secretary of party committee and district mayor of Beidaihe District of Qinhuangdao and concurrently served as the director of the administrative committee of Beidaihe Economic & Technological Development Zone. In December 2004, Mr. Cao served as the deputy secretary of party committee and district mayor of Beidaihe District of Qinhuangdao and the secretary of party committee of Beidaihe District of Qinhuangdao from January 2006 to May 2008. In May 2008, he served as member of the standing committee of municipal party committee of Qinhuangdao and the secretary of party committee of Beidaihe District. In December 2012, Mr. Cao served as member of the standing committee of municipal party committee and secretary of the politics and law committee of Qinhuangdao. In January 2014, he served as member of the standing committee of municipal party committee and executive vice mayor of . In July 2016, he served as the party committee secretary of HPG. In August 2016, he served as the chairman of HPG and party committee secretary of the Company. In October 2016, Mr. Cao has served as the chairman and executive director of the Company.

Mr. YANG Wensheng, aged 49, holds a bachelor’s degree and is a senior economist. He is currently the president, an executive director, a member of Remuneration and Appraisal Committee, Strategy Committee and the deputy party secretary of the Company. Mr. Yang started working in July 1991 and joined the Communist Party of China in September 1999. He served as clerk of the dispatch office, assistant officer of the dispatch office, deputy section chief of the production section and section chief of the production section of the Railway Transport Company of the Qinhuangdao Port Authority (秦皇島港務局鐵運公司), the deputy manager of Rail Transportation Branch of Qinhuangdao Port Group Co., Ltd. (秦皇島港務集 團有限公司) in April 2003, the deputy manager of the production department of Qinhuangdao Port Group Co., Ltd. in July 2004, the general manager of Qinren Sea Transportation Co., Ltd. (秦仁海運有限公司) in July 2005, the manager of the Second Port Branch of the Company in July 2011, the director of the production department of the Company in September 2012, the deputy general manager and member of the party committee of the Company in August 2014. He concurrently acted as the chairman of Qinhuangdao Port GangSheng (Hong Kong) Co., Limited, a subsidiary of the Company from April 2016 to October 2017, and had served as the general manager and member of the party committee of the Company in March 2017. In June 2017, Mr. Yang has served as the executive director, member of Remuneration and Appraisal Committee and Strategy Committee. He has served as the president of the Company in December 2017.

Mr. WANG Lubiao, aged 55,holds a bachelor’s degree and a master’s degree, and is a senior engineer. He is currently an executive director, deputy party secretary of the Company and employee representative supervisors of HPG. Mr. Wang has started working in August 1983 and joined the Communist Party of China in December 1991. He has served as the technician and enterprise manager, deputy chief and chief of the and business department, chief of Finance Department. From April 1995 to March 2000, Mr. Wang has served as deputy manager and manager of Communications Co. of the Qinhuangdao Port Authority (秦皇島港務局通信公司) as well as the manager of the Sixth Port Branch of QPG in April 2003. He also was the manager of the Sixth Port Branch in June 2008. He has served as deputy general manager and member of the Party Committee of the Company in December 2009. From April 2012, he acted as the executive Director of the Company. In August 2014, Mr. Wang has served as deputy party secretary and secretary of discipline committee of the Company. In March 2015, he has served as the employee representative supervisors of HPG.

–12– APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS

Mr. MA Xiping, aged 50, holds a bachelor’s degree and a master’s degree, and is a senior economist. He is currently an executive director, the vice president, a member of the Party Committee and the secretary to the Board of the Company. Mr. Ma has started working in July 1990 and joined the Communist Party of China in April 1989. He has served as a cadre in the Enterprise Management Office and deputy chief of the Legal Section. In December 1997, He acted as a deputy chief of the Enterprise Management Division and deputy chief of the Enterprise Development Division of the Qinhuangdao Port Authority in May 1999. In August 2002, he has worked as the officer in charge of the Port Management Division. In December 2002, he has served as the director of Port Management Division of Hebei Port and Shipping Administration Bureau. Mr. Ma has served as a deputy director of the General Office and deputy director of the Party Committee’s Office of QPG in March 2004. He has served as the secretary to the Board, director of the board office, general office and office of the Party Committee of the Company in March 2008. In April 2012, He worked as deputy general manager, member of the Party Committee of the Company. In July 2013, He has served as an executive Director and has served as the vice president of the Company since December 2017.

(2) Non-executive Directors

Mr. LI Jianping, aged 56, holds a master’s degree and is a senior engineer. He is currently a non-executive director and the party secretary of Qinhuangdao State-owned Assets Operation Holdings Limited (秦皇島市國有資產經營控股有限公司). Mr. Li has served as the teacher of Automatic Control Engineering in Northeast Heavy Machinery College (東北重型機 械學院), Qinhuangdao Acrylic Fibre Plant (秦皇島腈綸廠) and served as electric workshops assistant and vice officer, deputy head of equipment and power division, deputy chief engineer of electric professionals and officer of engineer room of production department. In June 1997 and August 2003, he has worked as the deputy factory director and factory director of Qinhuangdao Acrylic Fibre Plant, respectively. He has been the e chairman, general manager and deputy party secretary of 秦皇島奧萊特腈綸有限公司 since Mary 2005. He has been the deputy general manager of Qinhuangdao Bowei Construction Investment Group Limited since March 2014, and the party secretary of Qinhuangdao State-owned Assets Operation Holdings Limited (秦皇島市國有資產經營控股有限公司) since January 2015. Mr. Li has been serving as a non-executive Director of the Company since June 2014.

Ms. XIAO Xiang, aged 45, holds a master’s degree and is a senior economist, is currently Deputy General Manager of Hebei Jiantou Traffic Investment Co., Ltd. Ms. Xiao was the Project Manager of the Foreign Investment Department of Hebei Construction & Investment Corporation in June 1995 and the Project Manager of the Transportation Division of Hebei Construction & Investment Corporation in April 2000. In April 2006, she was the Assistant Manager of the Transportation Division of Hebei Construction & Investment Corporation. She served as a manager of the Hong Kong Branch of Hebei Jiantou Traffic Investment Co., Ltd. in June 2007, and manager and General Manager Assistant of the Hong Kong Branch of Hebei Jiantou Traffic Investment Co., Ltd. in May 2008. She was the Deputy General Manager of Hebei Jiantou Electric Fuel Management Co., Ltd. in February 2014 and has been Deputy General Manager of Hebei Jiantou Traffic Investment Co., Ltd. since July 2015.

(3) Independent Non-Executive Directors

Ms. ZANG Xiuqing, aged 55, holds a PhD degree and is currently a professor of Yanshan , and the financial supervisor of Qinhuangdao Rongxuan Machinery Manufacturing Co., Ltd. Ms. Zang has been a teacher at since July 1984, serving as a trainee assistant teacher, an assistant teacher, a lecturer, an associate professor and a professor. During the period from October 2004 to March 2005, Ms. Zang studied at Brunel University in the UK as a visiting scholar. During the period from March 2005 to March 2007, Ms. Zang served as an external director of Qinhuangdao Lihua Starch Co., Ltd. (秦皇島驪驊澱粉股份有 限公司); during the period from September 2006 to September 2009, Ms. Zang served as a director of the third Fiscal Society of Qinhuangdao (秦皇島市第三屆財政學會理事); and since January 2007 till now, Ms. Zang served as the financial supervisor of Qinhuangdao Rongxuan Machinery Manufacturing Co., Ltd.; and from October 2007 to October 2010, she served as an external director of Qinhuangdao Jihua 3544 Shoe Co., Ltd. (秦皇島際華3544鞋業有限公司). Ms. Zang has been serving as an independent non-executive director since June 2015.

–13– APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS

Mr. HOU Shujun, aged 55, holds a PhD degree and is currently the director of the Institute of Vibration Engineering (振動工程研究所) of Hebei University of , and a professor and a doctoral tutor of the School of Mechanical Engineering. Mr. Hou has started working in July 1987. In July 1987, Mr. Hou had been a teacher of mechanical faculty in Hebei University of Technology. In November 1990, he worked as an engineer and the director of research office in the Mining Machinery Laboratory of the Ministry of Electrical and Electronics Industry (機電部石家莊礦山機械研究室); from April 1994 to July 2007, Mr. Hou was a teacher at Hebei University of and Technology, serving as a lecturer, an associate professor, and a professor. During the period from January 2002 to January 2003, Mr. Hou studied at the Swansea University and the University of Leeds in the UK as a visiting scholar. In November 2003, Mr. Hou acted as the director of e Institute of Vibration Engineering of Hebei University of Science and Technology and also acted as a professor in the College of Mechanical Engineering of Hebei University of Technology since July 2007. Mr. Hou has been serving as the director of the Institute of Vibration Engineering of Hebei University of Technology since November 2017 and a doctoral tutor since May 2013. Mr. Hou has been serving as an independent non-executive director since June 2015.

Mr. CHEN Ruihua, aged 44, holds a PhD degree and is currently an associate professor and master tutor of the School of at Nankai University. Mr. Chen was a teaching assistant at the School of Economics at Nankai University from 1997 to 2000. He was a lecturer at the School of Economics at Nankai University from 2000 to 2004, and has been an associate professor at the School of Economics at Nankai University from 2004 to present. Mr. Chen is a member of the expert group of the China Futures Association, a member of the editorial board for the “PRC Securities and Futures”, one of the first level candidates in the “131” Talents Project, and a distinguished expert from the Tianjin PPP Center (Fiscal Bureau).

Mr. XIAO Zuhe, aged 52, holds a master’s degree and is currently the Managing Director of Tianjin Benefit Capital Equity Investment Fund Management Co., Ltd. (天津百富源股權投 資基金管理有限公司) and Shenzhen Qianhai Benefit Capital Equity Investment Management Co., Ltd. (深圳市前海百富源股權投資管理有限公司). Mr. Xiao served as department manager of Jiangxi Accounting Firm (江西會計師事務所) from July 1988 to March 1995. He served as Assistant Financial Director of Shenzhen Fountain Corporation (深圳世紀星源股份有限公司) from April 1995 to May 1996. From July 1996 to June 1999, he served as Senior Auditor of Hong Kong Ho and Ho & Company (香港何錫麟會計師行), and served as CFO of Cosun Global Telephone Limited (僑興環球電話有限公司) (listed on NASDAQ) from July 1999 to July 2003. He served as CEO of Benefit Capital (Hong Kong) Company Limited (香港百富達 融資有限公司) from August 2003 to March 2010 and has been the Managing Director of Tianjin Benefit Capital Equity Investment Fund Management Co., Ltd. and Shenzhen Qianhai Benefit Capital Equity Investment Management Co., Ltd. since March 2010. Mr. Xiao has been an independent Director of Konka Group Co., Ltd. (listed on the SZSE, stock code: 000016) since June 2015 and has been an independent non-executive Director of China Health Group (stock code: 00673) since March 2016. From September 2016 till now, he has been as independent Director of Sunnypol Optoelectronics Co., Ltd. (listed on the SZSE, stock code: 002876), and has been the independent Director of Shenzhen Chuangfugang Business Limited Company (listed on the Listed on the National Equities Exchange and Quotations (The New Third Board), stock code: 836090) since March 2017.

–14– APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS

SUPERVISORS

(1) Supervisors

Mr. MENG Bo, aged 50, holds a bachelor’s degree and a master’s degree. He is currently the Secretary of the Disciplinary Committee of the Hebei Port Group, the Standing Committee of the Party Committee, and the Secretary of the Disciplinary Committee and the Party Committee of the Company. Mr. Meng joined the workforce in July 1990 and joined the Communist Party of China in February 1995. He was once the cadre of the Hebei Provincial Department of Agriculture, the cadre of the personnel examination center of the Hebei Provincial Personnel Department, and the chief clerk of the Personnel Department. In July 1999, he was the Deputy Director of the Office of the Office of the Audit Commissioner of the Hebei Provincial Government (河北省政府稽查特派員公署), and in November 2000, he served as the Vice Director of the 河北省委企業工委監事會工作處, full-time Supervisor (Leading roles of divisions or equivalents) of Supervisory Committee of key enterprises of Hebei Province (河北省重點企業監事會) in February 2002. He was appointed as the full-time Supervisor and head of the office of the Supervisory Committee of Key Enterprises of Hebei Province in November 2003. In December 2013, he served as Secretary of the Disciplinary Committee of the Hebei Port Group and Standing Committee member of the Party Committee. Since August 2017, he has been the Secretary of the Disciplinary Committee of the Hebei Port Group, Standing Committee of the Party Committee, Secretary of the Disciplinary Committee of the Company, and member of the Party Committee.

Mr. BU Zhouqing, aged 49, holds a bachelor’s degree and is a senior account. He is currently a supervisor of the Company. Mr. Bu has started working in July 1992 and joined the Communist Party of China in May 1999. He served as a company cadre of the Qinhuangdao Port Authority, a cadre of the Finance Department of the Qinhuangdao Port Authority, a deputy section chief and a section chief of the infrastructure section, and a chief of the accounting department of the QPG Finance Department. He served as the deputy director of the Finance Department of QPG since December 2008, the director of the Finance Department of Hebei Port Group Service Management Co., Ltd. (河北港口集團服務管理公司) since January 2010, the deputy director of the Finance Department of HPG and the director of the Finance Department of Hebei Port Group Service Management Co., Ltd. since May 2010. In July 2011, Mr. Bu served as the director of the Finance Department of the Company, and has served as the director of the Finance Department of HPG since June 2014. He has been a supervisor of the Company since June 2015.

Ms. BIAN Yingzi, aged 47, holding a bachelor’s degree, a senior accountant, and a certified public accountant, is currently the Financial Director of Qinhuangdao State-owned Assets Management Holdings Limited (秦皇島市國有資產經營控股有限公司). Ms. Bian began her internship in various subsidiaries of the China Yaohua Glass Group Co., Ltd. and the Group’s Finance Department in July 1994. In May 1995, she served as a staff member of the China Yaohua Glass Group Finance Co., Ltd. From February 1996 to June 2002, she served as the member of the account division and capital division, and Manager assistant of China Yaohua Glass Group Finance Co., Ltd., and served as Deputy General Manager and Lead Deputy General Manager of China Yaohua Glass Group Finance Co., Ltd. from June 2002 to April 2005. In April 2005, she served as General Manager of China Yaohua Glass Group Finance Co., Ltd., and in August 2007, served as the General Manager of the financial settlement center of China Yaohua Glass Group Corporation. In September 2009, she served as Vice Minister of Finance of China Yaohua Glass Group Corporation and General Manager of the financial settlement center of China Yaohua Glass Group Corporation, and Vice Minister of Finance of China Yaohua Glass Group Co., Ltd. in July 2011. She served as the Minister of Finance of China Yaohua Glass Group Co., Ltd. in April 2013. Since October 2015, she has been the CFO of Qinhuangdao State-owned Assets Management Holdings Co., Ltd.

–15– APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS

(2) Employee Representative Supervisors

Mr. CAO Dong, aged 49, holds a bachelor’s degree and a master’s degree and is a senior accountant. He is currently an employee representative supervisor and director of audit section of the Company. Mr. Cao has started working July 1991 and joined the Communist Party of China in June 1991. He worked in the Qinhuangdao Port Authority as a cadre of the enterprise management section of the Railway Transport Branch, and then as cadre, deputy chief and chief of the financial audit section of audit division. Mr. Cao was appointed as deputy director of the Investment Center of QPG from April 2003 to December 2003. He was appointed as deputy director of the Investment Center of QPG since April 2003. He served as deputy manager of general affairs office of construction headquarters of Caofeidian in December 2003. He has served as deputy director of the audit department of the Company since April 2009. He was appointed as director of the audit department of the Company since March 2012. Mr. Cao has been serving as an employee representative supervisor since August 2010.

Ms. CHEN Linyan, aged 50, holds a bachelor’s degree and is a senior economist. She is currently the vice chairwoman of the labor union of HPG and vice chairwoman of the labor union of the Company. Ms. Chen has started working in July 1991 and joined the Communist Party of China in June 1991. She has once served as the secretary of the planning and statistics section (計統科), the secretary, vice section chief and section chief of labor section (勞資科) of the Sixth Port Branch (第六港務分公司). She was appointed as the vice director of the Labor Department (勞資部) of QPG in April 2003. In March 2007, Mr. Chen served as the vice director of the Human Resources Department of the Company. In April 2008, she acted as the vice director of the Human Resources Department (Organization Department of the Party Committee) of the Company and the vice chairwoman of the labor union of HPG in January 2016. She has been serving as the vice chairwoman of the labor union of the Company since July 2016 and an employee representative of the Company since September 2016.

–16– NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting 2017 (“AGM”) of Qinhuangdao Port Co., Ltd. (the “Company”) will 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, the People’s Republic of China (the “PRC”) for the purpose of considering and if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. The resolution regarding the report of the board of directors (the “Directors”) of the Company (the “Board”) for 2017;

2. The resolution regarding the report of the supervisory committee of the Company for 2017;

3. The resolution regarding the audited final financial report of the Company for 2017;

4. The resolution regarding the 2017 profit distribution plan and the declaration of final dividends of the Company;

5. The resolution regarding the re-appointment of the auditor of the Company for the year 2018 and the audit fees for the year 2018;

6. The resolution regarding the Director’s 2017 annual remuneration;

7. The resolution regarding the “Dividend Distribution Plan of Qinhuangdao Port Co., Ltd. (2018-2020)”;

ORDINARY RESOLUTIONS (CUMULATIVE VOTING METHOD)

8. The resolution regarding the election of executive Director and non-executive Director of the fourth session of the Board of the Company:

(1) The resolution regarding the election of Mr. Cao Ziyu as an executive Director;

(2) The resolution regarding the election of Mr. Yang Wensheng as an executive Director;

* For identification purpose only

–17– NOTICE OF ANNUAL GENERAL MEETING

(3) The resolution regarding the election of Mr. Wang Lubiao as an executive Director;

(4) The resolution regarding the election of Mr. Ma Xiping as an executive Director;

(5) The resolution regarding the election of Mr. Li Jianping as a non-executive Director;

(6) The resolution regarding the election of Ms. Xiao Xiang as a non-executive Director;

9. The resolution regarding the election of independent non-executive Director of the fourth session of the Board of the Company:

(1) The resolution regarding the election of Ms. Zang Xiuqing as an independent non-executive Director;

(2) The resolution regarding the election of Mr. Hou Shujun as an independent non-executive Director;

(3) The resolution regarding the election of Mr. Chen Ruihua as an independent non-executive Director; and

(4) The resolution regarding the election of Mr. Xiao Zuhe as an independent non-executive Director;

10. The resolutions regarding the election of Supervisor of the fourth session of the Supervisory Committee of the Company:

(1) The resolution regarding the election of Mr. Meng Bo as a Supervisor;

(2) The resolution regarding the election of Mr. Bu Zhouqing as a Supervisor;

(3) The resolution regarding the election of Ms. Bian Yingzi as a Supervisor.

By order of the Board Qinhuangdao Port Co., Ltd.* CAO Ziyu Chairman

The People’s Republic of China, 4 May 2018

–18– NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. The Company had dispatched and posted the form of proxy and the reply slip for the AGM on 4 May 2018, and the 2017 annual report of the Company on 20 April 2018. Any shareholders of the Company (the “Shareholders”) who intend to appoint a proxy should firstly read the 2017 annual report of the Company which is posted on the website of The Stock Exchange and the Company’s website or dispatched to the Shareholders concerned. The 2017 annual report consists of the 2017 report of the Directors, the 2017 report of the Supervisory Committee and the audited financial statements and the auditor’s report for the year of 2017.

2. In order to determine the holders of H Shares who will be entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 21 May 2018 to Wednesday, 20 June 2018 (both days inclusive), during which period no transfer of Shares will be registered. In order for the holders of H Shares of the Company to qualify for attending the AGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, and in any case no later than 4:30 p.m. on Friday, 18 May 2018.

3. 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.

4. 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 authorization documents shall be notarized. For Shareholders, the aforementioned documents must be lodged with the share registrar for H Shares, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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 form of proxy 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.

5. Shareholders who intend to attend the AGM (in person or by proxy) shall complete and deliver the reply slip of AGM enclosed to the share registrar for H Shares of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before Wednesday, 30 May 2018.

6. 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 notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate Shareholder.

7. CUMULATIVE VOTING MECHANISM

When adopting the cumulative voting mechanism for electing Directors as proposed in resolution 8, each of the Share held by a Shareholder shall carry the same number of votes corresponding to the number of Directors to be elected. A Shareholder may exercise voting rights by splitting the votes evenly for each of the candidates of Directors corresponding to the number of Shares he/she holds; or by casting all his/her votes carried by each of his/her Shares corresponding to the number of Directors to be elected for a particular candidate of Directors; or by casting a portion of his/her votes carried by each of his/her Shares corresponding to the number of Directors to be elected for a certain number of candidates of Directors.

For example: under the cumulative voting mechanism the maximum valid votes that a Shareholder is entitled to cast are calculated on the basis of the total number of Shares held by such Shareholder times the number of Directors to be elected (6 persons). If such Shareholder holds 100 shares, then the maximum valid votes he/she can cast = 100 (the number of shares held by him)x6=600. The shareholder could use his discretion to cast 600 vote evenly among 6 candidates, or to place all his/her votes on one particular candidate, or to split his/her votes to several candidates.

Where the total number of votes cast by a Shareholder for one or several of the candidate(s) of Directors is in excess of the number of votes carried by the total number of Shares held by him, the votes cast by the Shareholder shall be invalid, and the Shareholder shall be deemed to have waived his/her voting rights. Where the total number of votes cast for one or several candidate(s) of Directors by a Shareholder is less than the number of votes carried by the total number of Shares held by such Shareholder, the votes cast by the Shareholder shall be valid, and the voting rights attached to the shortfall between the votes actually cast and the votes which the Shareholder is entitled to cast shall be deemed to have been waived by the Shareholder.

–19– NOTICE OF ANNUAL GENERAL MEETING

The resolution is passed when the votes for the resolution exceed half of the number of Shares (on the basis of non-cumulative number of Shares) held by the Shareholders (including their proxies) attending this general meeting.

The voting mechanism for resolutions 9 and 10 is the same as that for resolution 8.

8. 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.

9. The contact of the Company: Address: 35 Haibin Road, Qinhuangdao, Hebei Province, PRC Postal Code: 066000 Fax: 0335-3093599

10. All votes of resolutions at the AGM will be taken by poll pursuant to the Listing Rules (the “Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.portqhd.com) in accordance with the Listing Rules.

As at the date of this announcement, the executive directors of the Company are CAO Ziyu, YANG Wensheng, WANG Lubiao and MA Xiping; the non-executive directors of the Company are LI Jianping and MI Xianwei; and the independent non-executive directors of the Company are LI Man Choi, ZHAO Zhen, ZANG Xiuqing and HOU Shujun.

–20–