Qingdao Port International Co Annual Report 12748B.Pdf
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CONTENTS PAGE DEFINITIONS 2 CORPORATE INFORMATION 6 COMPANY PROFILE 8 2017 MAJOR EVENTS 12 FINANCIAL HIGHLIGHTS 17 CHAIRMAN’S STATEMENT 19 MANAGEMENT DISCUSSION AND ANALYSIS 22 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 44 DIRECTORS’ REPORT 51 SUPERVISORS’ REPORT 68 CORPORATE GOVERNANCE REPORT 71 AUDITOR’S REPORT 85 CONSOLIDATED AND COMPANY BALANCE SHEET 91 CONSOLIDATED AND COMPANY INCOME STATEMENT 95 CONSOLIDATED AND COMPANY CASH FLOW STATEMENT 98 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 102 COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 104 NOTES TO THE FINANCIAL STATEMENTS 106 DEFINITIONS Unless the context otherwise requires, the following expressions shall have the following meanings: “2017 AGM” the annual general meeting for the year 2017 of the Company to be held on 6 June 2018 “Articles of Association” the articles of association of the Company, as amended from time to time “Board” the board of directors of Qingdao Port International Co., Ltd. (青島港國際股份有限公司) “CFS” container freight station, of which, container freight station at loading ports refers to the location designated by carriers for the receiving of cargo to be loaded into containers by the carrier, while container freight station at discharge or destination ports refer to the location designated by carriers for de-vanning of containerized cargo “Company” Qingdao Port International Co., Ltd. (青島港國際股份有限公司), a joint stock company established in the PRC with limited liability on 15 November 2013 “Consolidated Group Companies” the Company (including its branches) and its subsidiaries which are consolidated into the consolidated financial statements of the Company “COSCO SHIPPING Group” China COSCO Shipping Corporation Limited (中國遠洋海運集團有限公司), a company established in PRC with limited liability and the ultimate controlling shareholder of COSCO SHIPPING Ports and Shanghai China Terminal Development, holding approximately 20% equity interests in the Company, which is a substantial shareholder and a connected person of the Company “COSCO SHIPPING Ports” COSCO SHIPPING Ports Limited (中遠海運港口有限公司), a limited liability company established in Bermuda with its shares listed on the Main Board of the Stock Exchange (Stock Code: 1199), holding approximately 18% equity interests in the Company, which is a substantial shareholder and a connected person of the Company “Dagang Branch” Dagang Branch of Qingdao Port International Co., Ltd. (青島港國際股份有限公司大港分 公司), a branch of the Company, which is mainly engaged in the business of domestic container, break bulk, grains and other cargo handling and ancillary services “Datang Port” Datang Qingdao Port Co., Ltd. (大唐青島港務有限公司), a subsidiary acquired by the Company in 2014, in which the Company holds 51% equity interest, which is mainly engaged in construction and management of terminals and its ancillary facilities; procurement, consulting and invitation of tender for the equipment and materials needed by terminals; leasing, maintenance and management of terminals and their ancillary facilities; cargo loading and unloading, warehousing services (excluding dangerous goods) and international freight forwarding “Director(s)” the director(s) of the Company “Dongjiakou Branch” Dongjiakou Branch of Qingdao Port International Co., Ltd. (青島港國際股份有限公司董 家口分公司), a branch of the Company, which was established in July 2015 and mainly engaged in the business of break bulk cargo handling and ancillary services “Group” the Company and its branches and subsidiaries; when references are made to operational data such as throughput, including joint ventures and associates of the Company 2 Qingdao Port International Co., Ltd. / 2017 Annual Report DEFINITIONS “Haiwan Liquid Chemical” Qingdao Haiwan Liquid Chemical Port Operation Co., Ltd. (青島海灣液體化工港務有 限公司), a joint venture in which the Company holds 50% equity interest and which is mainly engaged in the business of providing liquid bulk handling and ancillary services “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Huaneng Qingdao” Huaneng Qingdao Port Operation Co., Ltd. (華能青島港務有限公司), a joint venture in which the Company holds 49% equity interest, which is mainly engaged in the business of providing dry bulk cargo and break bulk cargo handling and ancillary services “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Mercuria Logistics” Qingdao Haiye Mercuria Logistics Co., Ltd. (青島海業摩科瑞物流有限公司), a subsidiary acquired by the Company in 2014, in which the Company holds 51% equity interests mainly engaged in freight forwarding, importing and exporting cargo warehousing, transshipment and distribution, construction of warehousing and logistics facilities, etc. “Mercuria Oil Terminal” Qingdao Haiye Mercuria Oil Terminal Co., Ltd. (青島海業摩科瑞倉儲有限公司), a subsidiary acquired by the Company in 2014, in which the Company holds 65% equity interests mainly engaged in construction and management of warehouse “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules “One Belt and One Road” the Silk Road Economic Belt and 21st Century Maritime Silk Road “PRC” the People’s Republic of China, and for the purpose of this report, excluding Hong Kong, Macau and Taiwan “New H Shares Issue” the issuance of the 243,000,000 new H shares of the Company by way of placing pursuant to the specific mandate granted by the shareholders on the 2017 first extraordinary general meeting, 2017 first domestic shareholders’ class meeting and 2017 first H shareholders’ class meeting of the Company held on 10 March 2017 “Prospectus” the listing document of the Company in relation to the global offering dated 26 May 2014 “QDOT” Qingdao Port Dongjiakou Ore Terminal Co., Ltd. (青島港董家口礦石碼頭有限公司), a joint venture in which the Company holds 30% equity interests, which is mainly engaged in the business of providing ore, coal and other cargo handling and ancillary services “QDP” Qingdao Port (Group) Co., Ltd. (青島港 (集團) 有限公司), the controlling shareholder of the Company, which holds a proximately 58% equity interests in the Company as at the date of this report “QDP Investment” Qingdao Port Investment and Construction (Group) Co., Ltd. (青島港口投資建設(集團) 有限責任公司), a wholly-owned subsidiary of QDP “QDP Financial Holdings” Qingdao Port Financial Holdings Limited (青島港金融控股有限公司), a wholly-owned subsidiary of QDP Qingdao Port International Co., Ltd. / 2017 Annual Report 3 DEFINITIONS “Qiangang Branch” Qiangang Branch of Qingdao Port International Co., Ltd. (青島港國際股份有限公司 前港分公司), a branch of the Company, which is mainly engaged in the business of providing ore, coal and other cargo handling and ancillary services “Qingdao Finance” Qingdao Port Finance Co., Ltd. (青島港財務有限責任公司), a subsidiary jointly established by the Company (holding 70% equity interests) and QDP (holding 30% equity interests), which is mainly engaged in the provision of depository services, credit granting services, financial and financing advisory services, credit assurance services and relevant consulting and agency services; trade receivables collection and payment services; internal fund transfer and settlement services formulation of proposals for the corresponding settlement and clearing services and other financial services to QDP and its group companies “Qingdao Gangsheng” Qingdao Gangsheng International Logistics and Refrigeration Co., Ltd. (青島港盛國際物 流冷藏有限公司), a connected person of the Company “Qingdao Port Financial Qingdao Port Financial Leasing Co., Ltd. (青島港國際融資租賃有限公司), a former Leasing” subsidiary of the Company, which is an indirectly wholly-owned subsidiary of QDP currently “Qingdao OST” Qingdao Ocean Shipping Tally Co., Ltd. (青島外輪理貨有限公司), a subsidiary in which the Company holds 84% equity interests, which is mainly engaged in the business of providing tallying services “Qingdao Port Logistics” Qingdao Port International Cargo Logistics Co., Ltd. (青島港國際物流有限公司), a wholly-owned subsidiary of the Company, which is mainly engaged in the business of providing logistics value-added services, such as transportation and agency service “Qingdao Shihua” Qingdao Shihua Crude Oil Terminal Co., Ltd. (青島實華原油碼頭有限公司), a joint venture in which the Company holds 50% equity interests, which is mainly engaged in the business of providing liquid bulk handling and ancillary services “Qingwei Container” Weihai Qingwei Container Terminal Co., Ltd. (威海青威集裝箱碼頭有限公司), a joint venture in which the Company holds 49% equity interests, which is mainly engaged in the business of providing container handling and ancillary services “Qingyin Financial Leasing” Qingdao Qingyin Financial Leasing Co., Ltd. (青島青銀金融租賃有限公司), an associate in which the Company holds 9% equity interests, which is mainly engaged in leasing of operating assets “QQCT” Qingdao Qianwan Container Terminal Co., Ltd. (青島前灣集裝箱碼頭有限責任公司), a joint venture in which the Company holds 51% equity interests, which is mainly engaged in the business of providing container handling and ancillary services “Shanghai China Shipping Shanghai China Shipping Terminal Development Co., Ltd., a company established in Terminal” the PRC and a wholly-owned subsidiary of COSCO Shipping Port Co., Ltd. “Subscription of Domestic Shares” the subscription of an aggregate of 1,015,520,000 new domestic shares of the Company by Shanghai China Shipping Terminal 4 Qingdao Port International Co., Ltd. / 2017 Annual Report DEFINITIONS “TEU” twenty-feet equivalent unit, a standard unit of measurement of the volume of a container