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Annual Report (a joint stock limited liability company incorporated in the People’s Republic of China) Stock Code : 3369 2017 ANNUAL REPORT For identification purposes only QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2017 Definitions and Glossary of Technical Terms 2 Corporate Information 5 Chairman’s Statement 7 Financial Highlights 11 Shareholding Structure of the Group 12 Management Discussion and Analysis 13 Corporate Governance Report 25 Biographical Details of Directors, 41 Supervisors and Senior Management Report of the Board of Directors 48 Report of Supervisory Committee 63 CONTENTS Auditors’ Report 67 Consolidated Balance Sheet 72 Consolidated Income Statement 74 Consolidated Statement of Changes in Equity 76 Consolidated Statement of Cash Flows 78 Balance Sheet 80 Income Statement 82 Statement of Changes in Equity 83 Statement of Cash Flows 84 Notes to Financial Statements 86 Additional Materials 1. Schedule of Extraordinary Profit and Loss 200 2. Return on Net Assets and Earning per Share 200 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “A Share(s)” the RMB ordinary share(s) issued by the Company in China, which are subscribed for in RMB and listed on the SSE, with a nominal value of RMB1.00 each “AGM” or “Annual General Meeting” the annual general meeting or its adjourned meetings of the Company to be held at 10:00 am 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 “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 “Bohai Jin-Ji” Bohai Jin-Ji Port Investment and Development Co., Ltd. * (渤海津冀港口投資發展 有限公司), a company incorporated in the PRC with limited liability. “Cangzhou Bohai Port” Cangzhou Bohai Stevedoring 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, with 96.08% of its equity interest held by the Company as at the date of this report “Cangzhou Mineral Port” Cangzhou Huanghua Port Ore Stevedoring 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, with 98.47% of its equity interest held by the Company as at the date of this report “Caofeidian Coal Port” Tangshan Caofeidian Coal Stevedoring 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 with 51.00% of its equity interest held by the Company as at the date of this report. “Caofeidian Port” Caofeidian Port Zone in Tangshan Port, Tangshan City, Hebei Province “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 “Corporate Governance Code” the Corporate Governance Code set out in Appendix 14 to the Listing Rules “Director(s)” director(s) of the Company 2 QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2017 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “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 “Global Offering” the issuance of H Shares of the Company by way of Hong Kong public offering and international offering in 2013 “the Group” he Company and all of its subsidiaries (unless the context otherwise requires) “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 “harbor” a port of haven where ships may anchor “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HPG” 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), which holds 54.27% 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, with 40.00% of its equity interest held by the Company as at the date of this report “Huanghua Port” Huanghua Port in Cangzhou City, Hebei Province “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 “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 “Prospectus” the prospectus of the Company dated 29 November 2013 in connection with the Global Offering “Qinhuangdao Port” Qinhuangdao Port in Qinhuangdao City, Hebei Province “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2017 3 DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended from time to time “Share(s)” A Share(s) and/or H Share(s) (as the case may be) “Shareholder(s)” holder(s) of our Shares “SSE” the Shanghai Stock Exchange “Stock Exchange” The Stock Exchange of Hong Kong Limited “Terminal” a major construction of a harbor which is designated for mooring vessels, loading and unloading cargoes and boarding travelers “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 “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 “the Year”or“the Reporting Period” the year ended 31 December 2017 4 QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2017 CORPORATE INFORMATION Official Name of the Company Board Committees 秦皇島港股份有限公司 (1) Audit Committee Ms. ZANG Xiuqing (臧秀清) (Chairwoman) English Name of the Company 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 Mr. YANG Wensheng (楊文勝) Ms. ZANG Xiuqing (臧秀清) (1) Executive Directors Mr. CAO Ziyu (曹子玉) (3) Nomination Committee Mr. YANG Wensheng (楊文勝) 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. YANG Wensheng (楊文勝) Mr. MI Xianwei (米獻煒) (3) Independent Non-executive Mr. ZHAO Zhen (趙振) Directors Mr. HOU Shujun (侯書軍) Mr. LI Man Choi (李文才) Mr. ZHAO Zhen (趙振) Supervisory Committee Ms. ZANG Xiuqing (臧秀清) (1) Supervisors Mr. HOU Shujun (侯書軍) 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 2017 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 Hong Mr. MA Xiping (馬喜平) Mr. ZHANG Nan (張楠) Kong 22nd 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, No 1 East Chang An Avenue Dongcheng District, Principal Bankers Beijing, the PRC Industrial and Commercial Bank of China Limited (Qinhuangdao Haibin Road Branch) Legal Advisors as to Hong Kong Law Bank of Communications Co., Limited (Cangzhou Branch) Li & Partners China Minsheng Banking Corp., Limited 22nd Floor, World-Wide House (Cangzhou Branch) 19 Des Voeux Road Central Bank of China Limited (Tangshan Branch) Central, Hong Kong Registered Address H Share Registrar in Hong Kong Computershare Hong Kong Investor Services Limited 35 Haibin Road Qinhuangdao Shops 1712-1716 Hebei Province, the PRC 17th Floor, Hopewell Centre Headquarters 183 Queen’s Road East Wanchai, Hong Kong 35 Haibin Road Qinhuangdao Hebei Province, the PRC Company Website www.portqhd.com Stock Code 3369 (H share) 601326 (A share) 6 QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2017 CHAIRMAN’S STATEMENT CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors, I am pleased to present to you the annual report of the Group for the year ended 31 December 2017. Analysis of the Macroeconomic Condition During the Year, the global economic cycle has been going upward; economic growth has accelerated significantly; commodity prices have gone up; and international trade has risen in volume and price. During the same period, China’s economy has been stable and improved, with annual GDP growth of 6.9% and the economy continuing to operate in a reasonable range. China has made solid progress in the structural reform on the supply side and continuously optimized the economic structure; and the development trend has taken on new changes. However, the international environment is still intricate and complex, and the imbalance and insufficiency of domestic development is relatively prominent. There are still many difficulties and challenges in the economic operation. Performance of Major Business and Dividends During the Year, the Group actively responded to the complicated and volatile market environment and the increasingly fierce competition with neighboring ports, and grasped the favorable opportunity for continuing growth of the national economy. The Group meticulously organized production and controlled cost, achieving a significant year-on-year increase in port throughput and operating performance.
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