Annual Report 2016 for Identification Purposes Only Contents
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(a joint stock limited liability company incorporated in the People’s Republic of China) Stock Code : 3369 ANNUAL REPORT 2016 For identification purposes only CONTENTS Definitions and Glossary of Technical Terms 2 Report of Supervisory Committee 57 Corporate Information 5 Auditors’ Report 60 Chairman’s Statement 7 Consolidated Balance Sheet 65 Financial Highlights 10 Consolidated Income Statement 67 Shareholding Structure of the Group 11 Consolidated Statement of Changes in Equity 68 Management Discussion and Analysis 12 Consolidated Statement of Cash Flows 70 Corporate Governance Report 24 Balance Sheet 72 Biographical Details of Directors, 38 Income Statement 74 Supervisors and Senior Management Statement of Changes in Equity 75 Report of the Board of Directors 44 Statement of Cash Flows 76 Notes to Financial Statements 78 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “A Share Issue” the proposed initial public issue of no more than 558,000,000 A Shares by the Company, which will be listed on the SSE “A Share(s)” the ordinary share(s) proposed to be issued by the Company under the A Share Issue, which are subscribed for in RMB “AGM” or “Annual General Meeting” the annual general meeting or its adjourned meetings of the Company to be held at 10:00 am on Friday, 16 June 2017 at Qinhuangdao Sea View Hotel, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, PRC “Articles of Association” the articles of association of the Company “Audit Committee” the audit committee of the Board “Berth” area for mooring of vessels on the shoreline. A berth means one designated place for a vessel to moor “Board of Directors” or “Board” the board of directors of the Company “Bulk cargo” oose commodity cargo that is transported in volume or size “Cangzhou Bohai” Cangzhou Bohai Port Co., Ltd.* (滄州渤海港務有限公司), a company incorporated in the PRC with limited liability on 31 October 2007 “Cangzhou Mineral” Cangzhou Huanghuagang Mineral Port Co., Ltd.* (滄州黃驊港礦石港務有限公司), a company incorporated in the PRC with limited liability on 10 April 2012 “Caofeidian Coal” Tangshan Caofeidian Coal Port Co., Ltd.* (唐山曹妃甸煤炭港務有限公司), a company incorporated in the PRC with limited liability on 29 October 2009 “Caofeidian Port” Caofeidian Port Zone in Tangshan Port, Tangshan City, Hebei Province “Caofeidian Shiye” Tangshan Caofeidian Shiye Port Co., Ltd.* (唐山曹妃甸實業港務有限公司), a company incorporated in the PRC with limited liability on 4 September 2002 “Company” Qinhuangdao Port Co., Ltd.* (秦皇島港股份有限公司), a joint stock limited liability company incorporated under the laws of the PRC on 31 March 2008 “Company Law” Company Law of the People’s Republic of China (中華人民共和國公司法) “Corporate Governance Code” the Corporate Governance Code set out in Appendix 14 to the Listing Rules “Director(s)” director(s) of the Company “Domestic Share(s)” ordinary share(s) of our capital, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi “Dry bulk” solid commodity cargo comprised of major dry bulk (coal, metal ore and grain) and other dry bulk commodities such as sugar, cement and fertilizer 2 QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2016 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “GDP” gross domestic product “Global Offering” the issuance of H Shares of the Company by way of Hong Kong public offering and international offering in 2013 “Group”, “the Group”, “us” or “we” the Company and all of its subsidiaries (unless the context otherwise requires) “harbour” a port of haven where ships may anchor “HK$” or “Hong Kong dollar(s)” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HPG” or “Controlling Shareholder” Hebei Port Group Co., Ltd.* (河北港口集團有限公司), previously known as Qinhuangdao Port Group Co., Ltd.* (秦皇島港務集團有限公司), holds 61.11% equity interest of the Company “HPG Finance” Hebei Port Group Finance Company Limited* (河北港口集團財務有限公司), a company incorporated in the PRC with limited liability on 10 July 2014 “H Share(s)” overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and listed and dealt in, on the Stock Exchange “Huanghua Port” Huanghua Port in Cangzhou City, Hebei Province “Independent Third Party(ies)” An individual(s) or a company(ies) who or which is/are not connected with (within the meaning of the Listing Rules) any director, supervisor, controlling shareholder, substantial shareholder and chief executive officer of the Company and its subsidiaries or any of their respective associates “Listing” Listing of our H Shares on the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules “Nomination Committee” the nomination committee of the Board “Non-competition Agreement and the non-competition agreement dated 25 December 2008, entered into between the Undertaking” Controlling Shareholder and the Company, which was re-entered on 12 September 2010 between the Controlling Shareholder and the Company, and was further amended on 11 July 2013, and the non-competition undertakings issued by HPG on 25 September 2010 and 10 August 2015, respectively “PRC” or “China” the People’s Republic of China which, for the purpose of this report, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2016 3 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “Qinhuangdao Port” Qinhuangdao Port in Qinhuangdao City, Hebei Province “QPG” Qinhuangdao Port Group Co., Ltd.* (秦皇島港務集團有限公司), which was changed to Hebei Port Group Co., Ltd.* (河北港口集團有限公司) on 6 July 2009 “Remuneration and Appraisal Committee” the remuneration and appraisal committee of the Board “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended from time to time “Share(s)” share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, including Domestic Share(s) and H Share(s) “Shareholder(s)” holder(s) of our Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Terminal” a major construction of a harbour which is designated for mooring vessels, loading and unloading cargoes and boarding travelers “Supervisor(s)” the member(s) of the Supervisory Committee “Supervisory Committee” the supervisory committee of the Company established pursuant to the Company Law “TEU” or “container” a box made of aluminum, steel or fiberglass and used to transport by ship, rail or barge. The standardized dimension (i.e one TEU) is twenty feet in length, eight feet and six inches in height and eight feet in width “the Previous Year or “2015” the year ended 31 December 2015 “the Year”, “the Reporting Period” or “2016” the year ended 31 December 2016 “Tianjin Port” Tianjin Port in Tianjin City “Tianjin Port Group” Tianjin Port (Group) Co., Ltd.* (天津港(集團)有限公司), a company incorporated under the laws of the PRC with limited liability “Throughput” a measure of the volume of cargo handled by a port. Where cargoes are transshipped, each unloading and loading process is measured separately as part of throughput “Shuicao Railway Project” a construction project including Jishugang Railway from the Shuichang mine area to the Caofeidian port area, which is located within Tangshan City with the Muchangkou station (Beishui line) at its north and the Caofeidian port area at its south and has a full length of 120.671 km “2017” the year ending 31 December 2017 * For identification purpose only 4 QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2016 CORPORATE INFORMATION OFFICIAL NAME OF THE COMPANY BOARD COMMITTEES 秦皇島港股份有限公司 (1) Audit Committee ENGLISH NAME OF THE COMPANY Ms. ZANG Xiuqing (臧秀清) (Chairwoman) Mr. MI Xianwei (米獻煒) QINHUANGDAO PORT CO., LTD.* Mr. LI Man Choi (李文才) LEGAL REPRESENTATIVE (2) Remuneration and Appraisal Committee Mr. CAO Ziyu (曹子玉) Mr. HOU Shujun (侯書軍) (Chairman) BOARD OF DIRECTORS Ms. ZANG Xiuqing (臧秀清) (1) Executive Directors (3) Nomination Committee Mr. CAO Ziyu (曹子玉) Mr. ZHAO Zhen (趙振) (Chairman) Mr. WANG Lubiao (王錄彪) Mr. LI Jianping (李建平) Mr. MA Xiping (馬喜平) Ms. ZANG Xiuqing (臧秀清) (2) Non-executive Directors (4) Strategy Committee Mr. LI Jianping (李建平) Mr. CAO Ziyu (曹子玉) (Chairman) Mr. MI Xianwei (米獻煒) Mr. MI Xianwei (米獻煒) Mr. ZHAO Zhen (趙振) (3) Independent Non-executive Mr. HOU Shujun (侯書軍) Directors Mr. LI Man Choi (李文才) SUPERVISORY COMMITTEE Mr. ZHAO Zhen (趙振) Ms. ZANG Xiuqing (臧秀清) (1) Supervisors Mr. HOU Shujun (侯書軍) Mr. NIE Yuzhong (聶玉中) Mr. BU Zhouqing (卜周慶) Mr. LIU Simang (劉巳莽) (2) Employee Representative Supervisors Mr. CAO Dong (曹棟) Ms. CHEN Linyan (陳林燕) * For identification purpose only QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2016 5 CORPORATE INFORMATION COMPANY SECRETARY PRINCIPAL PLACE OF BUSINESS Mr. ZHANG Nan (張楠) 35 Haibin Road Qinhuangdao Hebei Province, the PRC AUTHORIZED REPRESENTATIVES PRINCIPAL PLACE OF BUSINESS IN Mr. MA Xiping (馬喜平) HONG KONG Mr. ZHANG Nan (張楠) 22th Floor, World-Wide House AUDITORS 19 Des Voeux Road Central Central, Hong Kong Ernst & Young Hua Ming LLP Level 16, Ernst & Young Tower Oriental Plaza, PRINCIPAL BANKERS No 1 East Chang An Avenue Dongcheng District, Beijing, the PRC Industrial and Commercial Bank of China Limited (Qinhuangdao Haibin Road Branch) LEGAL ADVISORS AS TO HONG Bank of Communications Co., Limited (Cangzhou Branch) KONG LAW China Minsheng Banking Corp., Limited (Cangzhou Branch) Bank of China Limited (Tangshan Branch) Li & Partners 22nd Floor, World-Wide House H SHARE REGISTRAR IN HONG KONG 19 Des Voeux Road Central Central, Hong Kong Computershare Hong Kong Investor Services Limited Shops 1712-1716 REGISTERED ADDRESS 17th Floor, Hopewell Centre 183 Queen’s Road East 35 Haibin Road Qinhuangdao Wanchai, Hong Kong Hebei Province, the PRC COMPANY WEBSITE HEADQUARTERS www.portqhd.com 35 Haibin Road Qinhuangdao Hebei Province, the PRC STOCK CODE 3369 6 QINHUANGDAO PORT CO., LTD.