秦 皇 島 港 股 份 有 限 公 司 Qinhuangdao Port Co., Ltd.*
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. 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) POLL RESULTS OF 2017 ANNUAL GENERAL MEETING; (2) DISTRIBUTION OF FINAL DIVIDEND; (3) APPOINTMENT OF DIRECTORS AND SUPERVISORS; AND (4) APPOINTMENT OF CHAIRMEN AND MEMBERS OF EACH BOARD COMMITTEE POLL RESULTS OF ANNUAL GENERAL MEETING The Board is pleased to announce that all resolutions proposed at the AGM were duly passed. DISTRIBUTION OF FINAL DIVIDEND The resolution regarding the profit distribution plan and the declaration of Final Dividend of the Company for the year ended 31 December 2017 was approved by the Shareholders at the AGM. The Company will distribute the Final Dividend of RMB0.062 per Share (including tax) to the Shareholders on or before 20 August 2018. APPOINTMENT OF DIRECTORS AND SUPERVISORS A list of personnel have been elected or re-elected as Directors of the fourth session of the Board and Supervisors (excluding employee representative Supervisors) of the fourth session of the Supervisory Committee at the AGM. APPOINTMENT OF CHAIRMEN AND MEMBERS OF EACH BOARD COMMITTEE Due to the resignations of Mr. Mi Xianwei, Mr. Li Man Choi and Mr. Zhao Zhen as Directors of the Company, their respective positions at each committee will be taken over by Ms. Xiao Xiang, Mr. Xiao Zuhe and Mr. Chen Ruihua, respectively. 1 Reference is made to the circular (the “Circular”) of Qinhuangdao Port Co., Ltd. (the “Company”) dated 4 May 2018 in respect of the 2017 annual general meeting (the “AGM”) of the Company. Capitalised terms used herein shall have the same meanings as those defined in the Circular unless the context otherwise requires. (1) POLL RESULTS OF ANNUAL GENERAL MEETING The AGM was 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 PRC. All resolutions proposed at the AGM were taken by poll. As at the date of the AGM, the total number of issued Shares of the Company was 5,587,412,000 Shares, being the total number of Shares entitling the holders to attend and vote on the proposed resolutions at the AGM. There was no restriction on any Shareholders to cast votes on any of the proposed resolutions at the AGM. No Shareholder was required to abstain from voting on any resolutions at the AGM. A total of 17 Shareholders and authorized proxies holding 4,291,577,571 Shares, which include 4,062,637,348 A Shares and 228,940,223 H Shares and represent 76.807967% of the total number of issued Shares of the Company, were present at the AGM. The holding of the AGM was in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles of Association. The AGM was chaired by Mr. Cao Ziyu, the Chairman of the Company. The poll results in respect of the resolutions proposed at the AGM are as follows: NUMBER OF VOTES (%) ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN 1. The resolution regarding the report of the board 4,291,574,171 3,400 0 of directors (the “Director”) of the Company (the (99.999921%) (0.000079%) (0.000000%) “Board”) for 2017. 2. The resolution regarding the report of the Supervisory 4,291,574,171 3,400 0 Committee of the Company for 2017. (99.999921%) (0.000079%) (0.000000%) 3. The resolution regarding the final financial report of the 4,291,574,171 3,400 0 Company for 2017. (99.999921%) (0.000079%) (0.000000%) 4. The resolution regarding the profit distribution plan and 4,291,573,571 4,000 0 declaration of final dividend of the Company for 2017. (99.999907%) (0.000093%) (0.000000%) 5. The resolution regarding the re-appointment of the 4,291,575,571 2,000 0 auditor of the Company for the year 2018 and the audit (99.999953%) (0.000047%) (0.000000%) fees for the year 2018. 6. The resolution regarding the Director’s 2017 annual 4,291,562,071 15,500 0 remuneration. (99.999639%) (0.000361%) (0.000000%) 7. The resolution regarding the “Dividend Distribution 4,291,575,571 2,000 0 Plan of Qinhuangdao Port Co., Ltd. (2018-2020)”. (99.999953%) (0.000047%) (0.000000%) 2 ORDINARY RESOLUTIONS The number of votes (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 4,289,958,373 1,612,000 0 Ziyu as an executive Director; (99.962270%) (0.037730%) (0.000000%) (2) The resolution regarding the election of Mr. 4,289,540,373 2,012,000 0 Yang Wensheng as an executive Director; (99.952530%) (0.047470%) (0.000000%) (3) The resolution regarding the election of Mr. 4,289,940,373 1,612,000 0 Wang Lubiao as an executive Director; (99.961851%) (0.038149%) (0.000000%) (4) The resolution regarding the election of Mr. Ma 4,289,958,373 1,612,000 0 Xiping as an executive Director; (99.962270%) (0.037730%) (0.000000%) (5) The resolution regarding the election of Mr. Li 4,289,869,873 1,682,500 0 Jianping as a non-executive Director; (99.960208%) (0.039792%) (0.000000%) (6) The resolution regarding the election of Ms. 4,289,940,373 1,612,000 0 Xiao Xiang as a non-executive Director; (99.961851%) (0.038149%) (0.000000%) 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. 4,291,550,773 0 0 Zang Xiuqing as an independent non-executive (99.999376%) (0.000000%) (0.000000%) Director; (2) The resolution regarding the election of Mr. 4,291,550,773 0 0 Hou Shujun as an independent non-executive (99.999376%) (0.000000%) (0.000000%) Director; (3) The resolution regarding the election of Mr. 4,291,550,773 0 0 Chen Ruihua as an independent non-executive (99.999376%) (0.000000%) (0.000000%) Director; and (4) The resolution regarding the election of Mr. 4,291,434,273 116,500 0 Xiao Zuhe as an independent non-executive (99.996661%) (0.003339%) (0.000000%) Director; 10. The resolutions regarding the election of Supervisor of the fourth session of the Supervisory Committee: (1) The resolution regarding the election of Mr. 4,291,089,673 462,000 0 Meng Bo as a Supervisor; (99.988631%) (0.011369%) (0.000000%) (2) The resolution regarding the election of Mr. Bu 4,291,550,773 0 0 Zhouqing as a Supervisor; (99.999376%) (0.000000%) (0.000000%) (3) The resolution regarding the election of Ms. 4,291,088,773 462,000 0 Bian Yingzi as a Supervisor. (99.988610%) (0.011390%) (0.000000%) 3 As more than half of the total number of Shares held by the Shareholders who attended and voted on the relevant resolutions at the AGM were cast in favour of each of the above ordinary resolution, all the above resolutions were duly passed. The Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the AGM. Mr. Zhu Shiqiang, Mr. Wang Dongliang, representatives of the Shareholders of the Company, Gao Zhao, a lawyer of King & Wood Mallesons (Beijing) (the Company’s PRC legal adviser) and Mr. Cao Dong, a Supervisor of the Company, participated in the scrutiny of the poll results. (2) DISTRIBUTION OF FINAL DIVIDEND The Board would like to inform the Shareholders of the details in relation to the distribution of final dividend (the “Final Dividend”) for 2017. The Company will distribute the Final Dividend of RMB0.062 per Share (including tax) to the Shareholders in cash. The Final Dividend will be distributed on or before 20 August 2018 to the Shareholders whose names appear on the register of members of the Company as at 5 July 2018. As required by the Articles of Association, dividends of A Shares are to be declared and paid in Renminbi whereas dividends of H Shares are to be declared in Renminbi and paid in Hong Kong dollars. The exchange rate for the Final Dividend to be paid in Hong Kong dollars is the average exchange rate for Hong Kong dollar to Renminbi as announced by The People’s Bank of China one week immediately preceding the date of the AGM (i.e. the exchange rate of RMB0.817570 = HK$1.00). Accordingly, the Final Dividend of HK$0.075834 per H Share (including tax) will be paid. According to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民 共和國企業所得稅法》) and its provision for implementation which took effect on 1 January 2008, PRC enterprises should withhold enterprise income tax at a rate of 10% when they distribute dividends to non-resident enterprise shareholders of H shares for the accounting period from 1 January 2008. As such, as a PRC enterprise, the Company will distribute the Final Dividend to non-resident enterprise shareholders who are not individuals including but not limited to holders of H shares registered in the name of HKSCC Nominees Limited, other nominees or trustee, or other entities and organisations after withholding enterprise income tax of 10%.