(a joint stock limited liability company incorporated in the People’s Republic of China) Stock Code : 3369 2019 ANNUAL REPORT IMPORTANT NOTICE I. The Board, the supervisory committee, the directors, supervisors and senior management of QHD Port hereby warrant that the contents of this annual report are true, accurate and complete, and there are no false representations, misleading statements or material omissions, and are jointly and severally responsible for the legal liabilities of the Company. II. All directors of QHD Port have attended the Board meeting. III. Ernst & Young Hua Ming LLP issued a standard unqualified audit report for the Company. IV. CAO Ziyu, the head of QHD Port, GUO Xikun, the chief financial officer, and XIE Hui, the head of accounting department (Accounting Officer) have declared that they warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. V. The profit distribution proposal or proposal to transfer capital reserve to share capital for the reporting period as considered by the Board Taking into account of operation and capital of the Company, on the basis of total share capital of 5,587,412,000 shares as at 31 December 2019, the Company proposes to pay cash dividend of RMB0.90 (tax inclusive) for every 10 shares to all shareholders, with a total cash dividend amounting to RMB502,867,080.00. If there is any change to the total share capital registered at the date of the subsequent implementation of interest distribution, the Company intends to keep the total distribution unchanged and makes corresponding adjustment to the distribution ratio. VI. Statement for the risks involved in the forward-looking statements √ Applicable □ Not applicable Forward-looking statements, such as future plans and development strategies described in this report do not constitute an actual commitment of the Company to investors. Investors should be aware of investment risks. VII. Is there any misappropriation of funds by the Controlling Shareholder and its related parties for non-operating purposes No VIII. Is there any external guarantee made in violation of the required decision-making procedures? No IX. Warning of major risks The Company has described relevant risks in this report. Please refer to “III. (4) Potential Risks” of “Section 5 Report of the Board of Directors” in this report for more details. X. Others □ Applicable √ Not applicable CONTENTS Section 1 Definitions 2 Section 2 Company Profile and Major Financial 3 Indicators Section 3 Business Highlights 9 Section 4 Chairman’s Statement 12 Section 5 Report of the Board of Directors 14 Section 6 Significant Events 30 Section 7 Report of Supervisory Committee 65 Section 8 Changes in Ordinary Shares and 68 Particulars of Shareholders Section 9 Information of Preference Shares 77 Section 10 Directors, Supervisors, Senior 78 Management and Employees Section 11 Corporate Governance 90 Section 12 Corporate Bonds 100 Section 13 Financial Report 101 Section 14 Documents Available for Inspection 238 SECTION I DEFINITIONS I. DEFINITIONS In this report, unless the context otherwise requires, the following terms have the meanings as follows: DEFINITIONS OF USEFUL EXPRESSIONS A Share(s) the domestic listed RMB ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the SSE Audit Committee the audit committee of the Board Berth the place of a dock designated for a vessel to moor Bulk cargo loose commodity cargo that is transported in volume size including dry bulk cargo and liquid bulk cargo Cangzhou Mineral Port 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, with 97.59% of its equity interest held by the Company as at the date of this report Caofeidian Coal Port 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 10 April 2012 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, the Company Qinhuangdao Port Co., Ltd.* and its subsidiaries Corporate Governance Code the Corporate Governance Code set out in Appendix 14 to the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange corresponding period of 2018 the twelve months ended 31 December 2018 CSRC China Securities Regulatory Commission Daqin Railway the railway line from Hanjialing Station in Datong County, Shanxi Province to the Liucun South Station in Qinhuangdao City, Hebei Province Economic hinterland or Hinterland Hinterland connected with the port by means of transportation, a territory scope in the port where cargoes are generated from or cargoes to be transshipped through the port are consumed General cargo A general terms for cargoes of various varieties, nature and packaging forms Harbor land and water surface of the port within the territory of the port and demarcated by the administrative agency of local government Hebei Port, HPG, controlling Hebei Port Group Co., Ltd., a limited liability company incorporated under the laws of the PRC, formerly shareholder, QHD Port Group known as Qinhuangdao Port Group Co., Ltd., which directly held 54.27% equity interest of the Company Hong Kong Listing Rules the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited HPG Finance Hebei Port Group Finance Company Limited (河北港口集團財務有限公司) H Share(s) the Hong Kong listed ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange Huanghua Port Huanghua Port in Cangzhou City, Hebei Province Model Code Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Prospectus the Prospectus for the Initial Public Offering and Listing of A Shares of Qinhuangdao Port Co., Ltd. issued by the Company on Shanghai Stock Exchange on 13 July 2017 QHD Port 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 Qinhuangdao Port Qinhuangdao Port in Qinhuangdao City, Hebei Province Reporting Period or the Year the twelve months ended 31 December 2019 Shanghai Listing Rules the Rules Governing the Listing of Stocks on the SSE SSE the Shanghai Stock Exchange Stock Exchange The Stock Exchange of Hong Kong Limited Terminal designated for mooring vessels, loading and unloading cargoes and boarding travelers TEU A statistical conversion unit for containers, a container of twenty feet in length (i.e. one TEU) 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 QINHUANGDAO PORT CO., LTD. 2 ANNUAL REPORT 2019 SECTION II COMPANY PROFILE AND MAJOR FINANCIAL INDICATORS I. PROFILE OF THE COMPANY V. SHARES OF QHD PORT Company name (in Chinese) 秦皇島港股份有限公司 Information on Shares Abbreviation in Chinese 秦港股份 Types of Stock exchanges Stock Stock codes Stock abbreviation Company name (in English) QINHUANGDAO PORT CO., LTD. Shares of listing abbreviation Before changes Abbreviation in English QHD PORT A Shares Shanghai Stock QINHUANGDAO 601326 Not Applicable Exchange PORT CO LTD Legal representative of the Company CAO Ziyu H Shares The Stock QHD PORT 03369 Not Applicable Exchange of Hong Kong II. CONTACT PERSON AND CONTACT Limited METHOD Secretary to the Board Securities Representative VI. OTHER RELEVANT INFORMATION Name MA Xiping ZHANG Nan Ernst & Young Name of auditor Hua Ming LLP Address 35 Haibin Road, 35 Haibin Road, Qinhuangdao, Qinhuangdao, Room, 01-12, Level 17, Hebei Province Hebei Province Auditor appointed Ernst & Young Tower by QHD Port Oriental Plaza, No 1 Office address Telephone 0335-3099676 0335-3099676 (domestic) East Chang An Avenue, Dongcheng District, Facsimile 0335-3093599 0335-3093599 Beijing, the PRC E-mail [email protected] [email protected] Signing accountants Wang Tianqing, Zhou Lan China International III. BASIC INFORMATION Name of sponsor Capital Corporation Limited 27th and 28th Floor, Registered address of 35 Haibin Road, Qinhuangdao, A sponsor China World Office 2, 1 the Company Hebei Province performing Office address Jianguomenwai Avenue, continuous Postal code of registered 066001 Chaoyang District, supervision address of the Company Beijing, the PRC duties during the Reporting Period Business address of 35 Haibin Road, Qinhuangdao, Signing sponsor Ma Qinghai, Du Yiqing the Company in the PRC Hebei Province representatives Postal code of the business 066001 Continuous From 16 August 2017 to address of the Company supervision period 31 December 2019 in the PRC Website address of the Company www.portqhd.com Legal Advisor: Hong Kong: Herbert Smith Freehills LLP E-mail [email protected] 23rd Floor Gloucester Tower 15 Queen’s Road Central Hong Kong IV. INFORMATION DISCLOSURE AND PRC: King & Wood Mallesons PLACE FOR INSPECTION 18th Floor, East Tower, World Financial Center 1 Dongsanhuan Name of media of China Securities Journal, Zhonglu, Chaoyang District, Beijing, PRC information disclosure Shanghai Securities News, designated by the Company Securities Times and Securities Daily Share Registrar: Website designated by www.sse.com.cn H Shares: Hong Kong Registrars Limited the CSRC for publication of annual report Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong International website designated by the www.hkexnews.hk Hong Kong Stock Exchange for information disclosure A Shares：China Securities Depository & Clearing Corp. Ltd. Shanghai Branch Place where annual report of Shanghai Stock Exchange, the Company is available the Securities Department 36th Floor, China Insurance Building, 166 East Lujiazui Road, for inspection of the Company Pudong New District, Shanghai QINHUANGDAO PORT CO., LTD. ANNUAL REPORT 2019 3 SECTION II COMPANY PROFILE AND MAJOR FINANCIAL INDICATORS VII.