QINHUANGDAO PORT CO., LTD. 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.
ॢެࢥಥٰ΅Ϟࠢʮ̡
QINHUANGDAO PORT CO., LTD.*
(Incorporated in the People's Republic of China with limited liability)
(Stock code: 3369)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
PROPOSED AMENDMENTS TO
THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS
PROPOSED AMENDMENTS TO
THE RULES OF PROCEDURE OF THE GENERAL MEETING
I. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In accordance with the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019]
No.97) ( ਕ৫ᗫሜቇ͜ίྤ̮ɪ̹ʮ̡̜කٰ؇ɽึஷٝಂࠢഃԫධ֛ٙҭూ' (
Ռ[2019]97 )) promulgated by the State Council, and taking into account the requirements of the Company Law of the People's Republic of China ( ʕശɛ͏ձʮ̡ج'), the Rules Governing the Listing of Stocks on Shanghai Stock Exchange ( ɪऎᗇՎʹהٰୃɪ̹ۆ') and other laws and regulations, regulatory documents and the actual situation of Qinhuangdao Port Co., Ltd.* (ॢެࢥಥٰ΅Ϟࠢʮ̡) (the "Company"), the board of directors (the "Board") hereby announces that the Board has proposed the following amendments to the articles of association of the Company (the "Articles of Association"):
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Article 1 In order to safeguard the lawful rights of Qinhuangdao Port Co., Ltd., (hereinafter referred to as "Company"), its shareholders and creditors, with a view to regulating the organization and conduct of the Company, this Articles of Association is hereby prepared in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing of Stocks by Limited Stock Companies (hereinafter referred to as the "Special Provisions"), the Guidelines on the Articles of Association of Listed Companies, the Mandatory Provisions for the Articles of Association of the Companies to Be Listed Overseas (hereinafter referred to as the "Mandatory Provisions"), the Rules Governing the Listing of Securities on the Stock Exchanges of Hong Kong Limited and other rules and regulations. | Article 1 In order to safeguard the lawful rights of Qinhuangdao Port Co., Ltd., (hereinafter referred to as "Company"), its shareholders and creditors, with a view to regulating the organization and conduct of the Company, this Articles of Association is hereby prepared in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, Special Provisions of the State Council Concerning the Floatation and Listing of Stocks by Limited Stock Companies (hereinafter referred to as the "Special Provisions"), the Guidelines on the Articles of Association of Listed Companies, the Mandatory Provisions for the Articles of Association of the Companies to Be Listed Overseas (hereinafter referred to as the "Mandatory Provisions"), the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchanges of Hong Kong Limited (hereinafter collectively referred to as the "Listing Rules") and other rules and regulations. |
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Article 2 The Company is a limited liability company by shares incorporated in accordance with the Company Law, the Special Provisions and other rules and regulations. Approved by the Approval Reply Concerning the Issues of the State Run Stock Rights of Qinhuangdao Port Company [Ji Guo Zi Fa Chan Quan Gu Quan No. 27] (2008) issued by the State Owned Assets Supervision and Management Committee of the People's Government of Hebei Province, the Company was incorporated by means of sponsorship on 31 March 2008 in the People's Republic of China (for the purpose of this Articles of Association, exclusive of Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan), registered in Hebei Province of the People's Republic of China on 31 March 2008. The Company's unified social credit code is 91130000673224391T. The sponsors of the Company are: Qinhuangdao Port Group Limited (renamed as "Hebei Port Group Co. Ltd" in 2009, hereinafter referred to as 'Qin Port Group' or 'Hebei Port Group'), Qinhuangdao State-Owned Industrial Assets Management Co. (hereinafter referred to as 'Qinhuangdao Industrial Co.'), Hebei Construction Investment and Traffic Investment Co., Ltd. (hereinafter referred to as 'Hebei Traffic Investment'), Daqin Railway Co. Ltd. (Hereinafter referred to as 'Daqin Railway'), China Shipping (Group) Company (renamed as "China Shipping Group Company Limited" in 2017, hereinafter referred to as 'China Shipping'), China Life Investment Holding Company Ltd. (hereinafter referred to as 'China Life'), Shougang Corporation (renamed as "Shougang Group Co., Ltd". in 2017), Beijing enterprises Group Company Limited (hereinafter referred to as 'Beijing Enterprises Group'), Datong Coal Mine Group (hereinafter referred to as Datong Coal Group) and Hebei State-Owned Assets Management Co., Ltd. (hereinafter referred to as 'Hebei State-Owned assets management Co. Ltd.'). | Article 2 The Company is a limited liability company by shares incorporated in accordance with the Company Law, the Special Provisions and other rules and regulations. Approved by the Approval Reply Concerning the Issues of the State Run Stock Rights of Qinhuangdao Port Company [Ji Guo Zi Fa Chan Quan Gu Quan No. 27] (2008) issued by the State Owned Assets Supervision and Management Committee of the People's Government of Hebei Province, the Company was incorporated by means of sponsorship on 31 March 2008 in the People's Republic of China (for the purpose of this Articles of Association, exclusive of Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan), registered in Hebei Province of the People's Republic of China on 31 March 2008. The Company's unified social credit code is 91130000673224391T. The sponsors of the Company are: Qinhuangdao Port Group Limited (renamed as "Hebei Port Group Co. Ltd" in 2009, hereinafter referred to as 'Qin Port Group' or 'Hebei Port Group'), Qinhuangdao State-Owned Industrial Assets Management Co. (hereinafter referred to as 'Qinhuangdao Industrial Co.'), Hebei Construction Investment and Traffic Investment Co., Ltd. (hereinafter referred to as 'Hebei Traffic Investment'), Daqin Railway Co. Ltd. (Hereinafter referred to as 'Daqin Railway'), China Shipping (Group) Company (renamed as "China Shipping Group Company Limited" in 2017, hereinafter referred to as 'China Shipping'), China Life Investment Holding Company Ltd. (hereinafter referred to as 'China Life'), Shougang Corporation (renamed as "Shougang Group Co., Ltd." in 2017), Beijing enterprises Group Company Limited (hereinafter referred to as 'Beijing Enterprises Group'), Datong Coal Mine Group (renamed as "Jinneng Holding Coal Industry Group Co., Ltd." in 2020, hereinafter referred to as 'Jinneng Coal Industry') and Hebei State-Owned Assets Management Co., Ltd. (hereinafter referred to as 'Hebei State-Owned assets management Co. Ltd.'). |
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Article 12 The Business scope of the Company shall be in accordance with the items approved by company registry. The business scope of the Company includes provision of berthing facilities for vessels; provision of loading and discharging, warehousing, container stacking, less than container load services entrusted by the principal; provision of pushing and towing services for vessels entering and leaving port, berthing and shifting berth; lease, repair and maintenance of harbour facilities, equipment and machinery; provision of shore power for vessels, crew shuttling, provision of waste recovery, oil fence services; provision of power and electrical engineering installation, repair and maintenance services, power use management and technological upgrading within the harbour; buildings and premises leases; manufacturing, processing, repair and lease of hand tools; repair of motor vehicles; provision of computer engineering, network and software development services; harbour information and technology consultation services; the research and development, consultancy and services of harbour loading and unloading automation technology; cargo weighing; freight forwarding; ordinary freight; freight station (site) (logistics services); transport of special goods (containers); enterprise management services; provision of harbour-related labor services; import and export services of goods (except those prohibited by the state or for which a prior approval should be obtained); labor dispatch (operated with a valid operating license for labor dispatch). (The operation of the following items are restricted to the branches only): provision of supplies purchasing services for the Company; provision of services of funds settlement and financial administration in relation to the Company; security services for harbor facilities; environmental landscaping and sanitary services; railway transport services within the harbour district; computer system services. | Article 12 The Business scope of the Company shall be in accordance with the items approved by company registry. The business scope of the Company includes provision of berthing facilities for vessels; provision of loading and discharging, warehousing, container stacking, less than container load services entrusted by the principal; provision of pushing and towing services for vessels entering and leaving port, berthing and shifting berth; lease, repair and maintenance of harbour facilities, equipment and machinery; provision of shore power for vessels, crew shuttling, provision of waste recovery, oil fence services; provision of power and electrical engineering installation, repair and maintenance services; power use management and technological upgrading; buildings and premises leases; manufacturing, processing, repair and lease of hand tools; repair of motor vehicles; provision of computer engineering, network and software development services; harbour information and technology consultation services; the research and development, consultancy and services of harbour loading and unloading automation technology; cargo weighing; freight forwarding; ordinary freight; freight station (site) (logistics services); transport of special goods (containers); enterprise management services; provision of harbour-related labor services; import and export services of goods (except those prohibited by the state or for which a prior approval should be obtained); labor dispatch (operated with a valid operating license for labor dispatch); intellectualized building engineering; security engineering; maintenance of computer and auxiliary equipment; installation and maintenance of central air-conditioning; inspection of lightning protection devices; fire protection technical consultation; inspection, installation and maintenance of fire protection equipment. (The operation of the following items are restricted to the branches only): provision of supplies purchasing services for the Company; provision of services of funds settlement and financial administration in relation to the Company; security services for harbor facilities; environmental landscaping and sanitary services; railway transport services within the harbour district; computer system services. |
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Article 26 In the event that any director, supervisor or senior management of the Company or any domestic shareholder who holds more than 5% of the shares in the Company sells the Company's shares within six months after the acquisition of the same or repurchases the Company's shares within six months after sale of the same, any proceed arising therefrom shall be attributed to the Company and the Company's board of directors shall retrieve such proceed. However, where a securities company holds more than 5% of the Company's shares as a result of underwriting, the sale of the residue of the Company's shares shall not be subject to this 6-month restriction. In the case that the board of directors fails to comply with the requirements under the aforesaid paragraph, a shareholder shall have the right to request the board of directors to comply within thirty days. In case of the board of directors' failure to comply with the same within the aforesaid period, such shareholder shall have the right to institute a legal proceeding directly with the people's court in its own name for the benefit of the Company. Where the board of directors of the Company fails to act according to the provisions set out in the preceding paragraph, the directors in charge shall bear several and joint liabilities in accordance with the law. | Article 26 In the event that any director, supervisor or senior management of the Company or any domestic shareholder who holds more than 5% of the shares in the Company sells the Company's shares or other securities of an equity nature within six months after the acquisition of the same or repurchases within six months after sale of the same, any proceed arising therefrom shall be attributed to the Company and the Company's board of directors shall retrieve such proceed. However, where a securities company holds more than 5% of the Company's shares as a result of underwriting, the sale of the residue of the Company's shares shall not be subject to this 6-month restriction. The shares or other securities of an equity nature held by directors, supervisors, senior management or natural person shareholders referred to in the preceding paragraph include shares or other securities of an equity nature held by their spouses, parents, children and those held by other's account. In the case that the board of directors fails to comply with the requirements under the paragraph 1 of this Article, a shareholder shall have the right to request the board of directors to comply within thirty days. In case of the board of directors' failure to comply with the same within the aforesaid period, such shareholder shall have the right to institute a legal proceeding directly with the people's court in its own name for the benefit of the Company. Where the board of directors of the Company fails to act according to the provisions set out in the preceding paragraph, the directors in charge shall bear several and joint liabilities in accordance with the law. |
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Article 44 Within thirty days prior to the shareholder meeting or five days before the base date on which the Company decides to distribute dividends, no change shall be made in the register of shareholders due to the transfer of shares. The abovementioned clause is only applicable to holders of overseas listed foreign shares. Changes in the register of holders of domestic shares shall be in compliance with relevant PRC laws and regulations. The interval between A share registration date and the shareholders' general meeting date shall not be more than 7 working days. Once the record date for the shareholders' general meeting is confirmed, it shall not be changed. | Article 44 Where there are other provisions in laws, regulations and the relevant provisions of the securities regulatory authorities of the place where the Company's shares are listed stipulating the period of closure of the register of shareholders prior to a general meeting or the benchmark date on which the Company decides to distribute dividends, such provisions shall prevail. |
Article 76 Where the Company intends to convene a shareholders' general meeting, a notice shall be sent forty-five days (excluding the convening date of the meeting) prior to the convening of the meeting to inform all shareholders of record of the matters to be deliberated in the meeting and the date and venue of the meeting. Any shareholder who intends to attend the shareholders' general meeting shall, twenty days prior to the convening of the meeting, serve a written reply of attending the meeting to the Company. | Article 76 Where the Company intends to convene an annual shareholders' general meeting, a notice shall be sent twenty working days (excluding the convening date of the meeting) prior to the convening of the meeting, where the Company intends to convene an extraordinary shareholders' general meeting, a notice shall be sent fifteen days or ten working days (excluding the convening date of the meeting, whichever is longer) prior to the convening of the meeting, to inform all shareholders of record of the matters to be deliberated in the meeting and the date and venue of the meeting. Where otherwise provided by law, regulations or the Listing Rules of the place where the shares of the Company are listed in relation to the foregoing, the provisions thereof shall prevail. |
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Article 77 The Company shall calculate the number of voting shares represented by shareholders who intend to attend the meeting according to the written replies received as of twenty days prior to the convening of the shareholders' general meeting. Where the number of voting shares represented by shareholders who intend to attend the meeting is more than one half of the total number of voting shares of the Company, the Company may convene a shareholders' general meeting; if not, the Company shall, within five days thereafter, again notify, in the form of announcement, shareholders of the matters to be deliberated in the meeting and the date and venue of the meeting; only after such notice in the form of announcement, the Company may convene the shareholders' general meeting. No matters unspecified in the announcement may be decided in the extraordinary shareholders' general meeting. | Delete this Article. |
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Article 79 Save as otherwise specified by relevant laws, administrative regulations, securities regulatory requirements in force in the listing place of the Company's shares and these Articles of Association, the notice of shareholders' general meeting shall be sent by person or by mail (with postage paid) to shareholders (whether having any voting power in the shareholders' general meeting) at such address of the recipient as registered in the register of shareholders. In the case of shareholders of domestic shares, the notice of shareholders' general meeting may also be made in the form of announcement. The announcement mentioned in the previous paragraph shall be published in one or more newspapers designated by the authority of the State Council in charge of securities within forty-five to fifty days prior to the convening of the meeting. Upon announcement, all shareholders of domestic shares shall be deemed as having received the notice concerning the meeting of shareholders. In the case of shareholders of foreign shares listed abroad, subject to the laws and regulations in force in the listing place of the Company's shares and relevant provisions of the Stock Exchange of Hong Kong, the notice of shareholders' general meeting may also be sent or provided in any other appropriate manner set out herein. | Article 78 Save as otherwise specified by relevant laws, administrative regulations, securities regulatory requirements in force in the listing place of the Company's shares and these Articles of Association, the notice of shareholders' general meeting shall be sent by person or by mail (with postage paid) to shareholders (whether having any voting power in the shareholders' general meeting) at such address of the recipient as registered in the register of shareholders. In the case of shareholders of domestic shares, the notice of shareholders' general meeting may also be made in the form of announcement. The announcement mentioned in the previous paragraph shall, in the case of shareholders of domestic shares, be published in one or more newspapers designated by the authority of the State Council in charge of securities. Upon announcement, all shareholders of domestic shares shall be deemed as having received the notice concerning the meeting of shareholders. In the case of shareholders of foreign shares listed abroad, subject to the laws and regulations in force in the listing place of the Company's shares and relevant provisions of the Stock Exchange of Hong Kong, the notice of shareholders' general meeting may also be sent or provided in any other appropriate manner set out herein. |
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Article 104 Shareholders (including shareholder proxies) shall exercise voting power according to the number of voting shares represented thereby when deciding by vote in the shareholders' general meeting, with each share having a vote. When the shareholders' general meeting considers matters that could materially affect the interest of medium and small investors, the votes by medium and small investors shall be counted separately, and the results of such separate vote counting shall be disclosed in a timely manner. The Company's shares held by the Company shall have no voting power on resolutions regarding such issues, and such portion of shares shall not be reckoned in the total of voting shares in the shareholders' general meeting. The board of directors, INED and shareholders meeting relevant conditions specified may collect voting powers of shareholders. Voting powers shall be collected free of charge, and sufficient disclosure of information including the specific voting preference shall be made to persons from whom voting rights are collected. The Company shall not impose any limitation related to minimum shareholding on the solicitation of voting rights. | Article 103 Shareholders (including shareholder proxies) shall exercise voting power according to the number of voting shares represented thereby when deciding by vote in the shareholders' general meeting, with each share having a vote. When the shareholders' general meeting considers matters that could materially affect the interest of medium and small investors, the votes by medium and small investors shall be counted separately, and the results of such separate vote counting shall be disclosed in a timely manner. The Company's shares held by the Company shall have no voting power on resolutions regarding such issues, and such portion of shares shall not be reckoned in the total of voting shares in the shareholders' general meeting. The board of directors, INED and shareholders holding more than one percent of the voting shares, or investor protection institutions established in accordance with the laws, administrative regulations or the requirements of the securities supervisory and regulatory authorities of the State Council may act as soliciting party, and by themselves or by entrusting securities companies or securities service institutions, publicly request the shareholders of the Company to appoint them as proxies to attend the general meeting and exercise the proposal rights, voting rights and other shareholders' rights on their behalf. Where the shareholders' rights are collected in accordance with the provisions of the preceding paragraph, the soliciting party shall disclose the collection documents and the Company shall cooperate. Collecting the shareholders' rights publicly with consideration or de facto consideration is prohibited. |
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Where the public collection of shareholders' rights violates the laws, administrative regulations or the relevant requirements of the China Securities Regulatory Commission, resulting in losses to the Company or its shareholders, the soliciting party shall be held liable for damages. | |
Article 131 Where the Company intends to convene a separate meeting of classes of shareholders, a written notice shall be sent forty-five days (excluding the convening date of the meeting) prior to the convening of the meeting to inform all shareholders of record of such class of the matters to be deliberated in the meeting and the date and venue of the meeting. Any shareholder who intends to attend the meeting shall, twenty days prior to the convening of the meeting, serve a written reply of attending the meeting to the Company. Where the number of voting shares represented by shareholders who intend to attend the meeting is more than one half of the total number of voting shares of such class in such meeting, the Company may convene a separate meeting of classes of shareholders; if not, the Company shall, within five days thereafter, again notify, in the form of announcement, shareholders of the matters to be deliberated in the meeting and the date and venue of the meeting; only after such notice in the form of announcement, the Company may convene the separate meeting of classes of shareholders. | Article 130 Where the Company intends to convene a separate meeting of classes of shareholders, a written notice shall be sent in accordance with the Article 76 of this Articles of Association regarding the time limit for convening a shareholders' general meeting to inform all shareholders of record of such class of the matters to be deliberated in the meeting and the date and venue of the meeting. |
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Article 158 The Board of Directors shall exercise the following duties and powers:
| Article 157 The Board of Directors shall exercise the following duties and powers:
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Unless otherwise provided by the laws, administrative rules and the Articles of Association, before making the resolutions about matters, the matters other than those in items (6), (7), (14) that must be approved by the voting of two thirds (2/3) of the whole directors may be approved by the voting of more than one half of the whole directors. To determine the Company's important issues, the Board shall listen to the views of the Party Committee of the Company in advance. | Unless otherwise provided by the laws, administrative rules and the Articles of Association, before making the resolutions about matters, the matters other than those in items (6), (7), (14) that must be approved by the voting of two thirds (2/3) of the whole directors may be approved by the voting of more than one half of the whole directors. To determine the Company's important issues, the Board shall listen to the views of the Party Committee of the Company in advance. |
Article 175 The Board of Directors of the Company shall have a Strategy Committee, an Audit Committee, a Nomination Committee, a Remuneration and Examination Committee. The Board of Directors may establish other special committees and adjust existing committees in accordance with the requirements. | Article 174 The Board of Directors of the Company shall have a Strategy Committee, an Audit Committee, a Nomination Committee, a Remuneration and Examination Committee and Compliance Management Committee. The Board of Directors may establish other special committees and adjust existing committees in accordance with the requirements. |
New Article. | Article 180 The Compliance Management Committee shall be responsible for the organization, leadership and coordination of compliance management, convene regular meetings to study and decide on major matters of compliance management or to put forward opinions and proposals, and to guide, supervise and evaluate compliance management work. |
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Article 278 Where the Company is dissolved due to items (1), (2), (4) and (5) of paragraph 1 of Article 277, a liquidation committee shall be formed within 15 days from the date of occurrence of the reason for the dissolution. Members of the liquidation committee shall be determined by the board of directors or the shareholders' general meeting. In the case of failure to establish a liquidation committee according to schedule, the creditors may apply for liquidation to be carried out by a liquidation committee which is composed of members designated by the people's court. Where the Company is dissolved due to item (3) of paragraph 1 of Article 277, the people's court shall, in accordance with the requirement of relevant laws, organize the shareholders and relevant bodies and professionals to form a liquidation committee to carry out liquidation. | Article 278 Where the Company is dissolved due to items (1), (4) and (5) of paragraph 1 of Article 277, a liquidation committee shall be formed within 15 days from the date of occurrence of the reason for the dissolution. Members of the liquidation committee shall be determined by the board of directors or the shareholders' general meeting. In the case of failure to establish a liquidation committee according to schedule, the creditors may apply for liquidation to be carried out by a liquidation committee which is composed of members designated by the people's court. Where the Company is dissolved due to item (2) of paragraph 1 of Article 277, the liquidation shall be carried out by the parties to the merger or demerger in accordance with the contract signed at the time of the merger or demerger. Where the Company is dissolved due to item (3) of paragraph 1 of Article 277, the people's court shall, in accordance with the requirement of relevant laws, organize the shareholders and relevant bodies and professionals to form a liquidation committee to carry out liquidation. |
II. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE BOARD OF DIRECTORS
In accordance with the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97) promulgated by the State Council, and taking into account the requirements of the Company Law of the People's Republic of China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and other laws and regulations, regulatory documents, adaptation of requirements of the updated Articles of Association, and the actual situation of the Company, the Board hereby announces that the Board has proposed the following amendments to the Rules of Procedure of the
Board of Directors of the Company:
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Article 1 In order to further regulate the method for discussion and decision-making procedures of the Board of Directors of Qinhuangdao Port Co., Ltd. (hereinafter referred to as the "Company"), to enable the Directors and the Board of Directors to effectively perform their duties, and to enhance the standardized operation and scientific decision-making of the Board of Directors. These rules are prepared in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, the Articles of Association of Companies Listed Overseas, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and other regulatory laws and regulations governing listed companies in Hong Kong and overseas, and the Articles of Association of Qinhuangdao Port Co., Ltd., (the "Articles of Association"). | Article 1 In order to further regulate the method for discussion and decision-making procedures of the Board of Directors of Qinhuangdao Port Co., Ltd. (hereinafter referred to as the "Company"), to enable the Directors and the Board of Directors to effectively perform their duties, and to enhance the standardized operation and scientific decision-making of the Board of Directors. These rules are prepared in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, the Articles of Association of Companies Listed Overseas, the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter collectively referred to as the "Listing Rules") and other regulatory laws and regulations governing listed companies in Hong Kong and overseas, and the Articles of Association of Qinhuangdao Port Co., Ltd., (the "Articles of Association"). |
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Article 2 The Board of Directors shall exercise the following duties and powers:
| Article 2 The Board of Directors shall exercise the following duties and powers:
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Unless otherwise provided by the laws, administrative rules and the Articles of Association, before making the resolutions foregoing matters, the matters other than those in items (6), (7), (14) that must be approved by the voting of two thirds (2/3) of the whole directors may be approved by the voting of more than one half of the whole directors. | Unless otherwise provided by the laws, administrative rules and the Articles of Association, before making the resolutions foregoing matters, the matters other than those in items (6), (7), (14) that must be approved by the voting of two thirds (2/3) of the whole directors may be approved by the voting of more than one half of the whole directors. |
Article 4 In order to ensure and improve the stability and efficiency of the Company's daily operations, the Board of Directors shall, in accordance with the provisions of the Articles of Association and with the authorization of the shareholders' general meetings, exercise the following duties and powers, which shall be delegated in part to the Chairman or the President. (I)Transactions involving external investments (including entrusted financial management, entrusted loans, etc.), acquisition and sale of assets, lease of assets, entrusting or being entrusted with the management of assets and businesses, etc. 1. The Company is required to test the following five ratios (the "Five Ratios"): (1)Asset ratio: the ratio of the total assets involved in a single transaction (whichever is higher where both book value and appraised value exist) to the total assets in the Company's latest published audited accounts or latest published interim report, whichever is the latest, which are calculated in accordance with International Financial Reporting Standards. | Article 4 In order to ensure and improve the stability and efficiency of the Company's daily operations, the Board of Directors shall, in accordance with the provisions of the Articles of Association and with the authorization of the shareholders' general meetings, exercise the following duties and powers, which shall be delegated in part to the Chairman or the President. (I)Transactions involving external investments (including entrusted financial management, entrusted loans, etc.), acquisition and sale of assets, lease of assets, entrusting or being entrusted with the management of assets and businesses, etc. 1. The Company is required to test the following five ratios (the "Five Ratios"): (1)Asset ratio: the ratio of the total assets involved in a single transaction (whichever is higher where both book value and appraised value exist) to the total assets in the Company's latest published audited accounts or latest published interim report, whichever is the latest, which are calculated in accordance with Chinese Accounting Standards for Business Enterprises. |
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(5)Equity ratio: the ratio of the nominal value of the share capital of the Company issued as consideration to the nominal value of the issued share capital of the Company prior to the relevant transaction (in calculating the equity ratio, the value of the Company's debt capital (if any) shall not be included; debt capital includes any preference shares).
| (5)Equity ratio: the ratio of the nominal value of the share capital of the Company issued as consideration to the nominal value of the issued share capital of the Company prior to the relevant transaction (in calculating the equity ratio, the value of the Company's debt capital (if any) shall not be included; debt capital includes any preference shares).
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(II)Borrowings The Board of Directors shall approve loan facilities for the Company. The Board of Directors may delegate authority to approve loan facilities to a reasonable extent to the Chairman or the President. (III) External guarantees and financial assistance Matters relating to the Company's external guarantees shall be considered by the Board of Directors and shall be approved by a two-thirds majority of the Directors present at the meeting. In accordance with the laws and regulations, the Articles of Association and the resolution of the shareholders' general meeting, if matters relating to external guarantees are required to be considered and approved by the shareholders' general meeting, they shall also be submitted to the shareholders' general meeting for consideration. | 4. In the case of disposal of fixed assets, if the sum of the expected value of the fixed assets to be disposed of and the value of the fixed assets disposed of during the four months preceding the proposed disposal is not greater than 33% of the value of the fixed assets as shown in the latest balance sheet considered by the shareholders' general meeting, the Board of Directors shall approve the disposal. (II)Borrowings The Board of Directors shall approve loan facilities for the Company. The Board of Directors may delegate authority to approve loan facilities to a reasonable extent to the Chairman or the President. (III) External guarantees and financial assistance Matters relating to the Company's external guarantees shall be considered by the Board of Directors and shall be approved by a two-thirds majority of the Directors present at the meeting. In accordance with the laws and regulations, the Articles of Association and the resolution of the shareholders' general meeting, if matters relating to external guarantees are required to be considered and approved by the shareholders' general meeting, they shall also be submitted to the shareholders' general meeting for consideration. |
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If the financial assistance provided by the Company or its subsidiaries to its affiliates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and the guarantees given by the Company or its subsidiaries for the financing of its affiliates exceed in aggregate 8% based on the asset ratio as defined in Article 4(2) of this Rules, such financial assistance and/ or guarantees shall be approved by the Board of Directors. (IV) For the purposes of (II) and (III) above, if a series of transactions are all completed within twelve months or are related, they shall be aggregated and treated as one transaction. The factors to be taken into account in determining whether a transaction should be aggregated include whether the transactions are:
| If the financial assistance provided by the Company or its subsidiaries to its affiliates (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) and the guarantees given by the Company or its subsidiaries for the financing of its affiliates exceed in aggregate 8% based on the asset ratio as defined in Article 4(2) of this Rules, such financial assistance and/ or guarantees shall be approved by the Board of Directors. (IV) For the purposes of (I) above, if a series of transactions are all completed within twelve months or are related, they shall be aggregated and treated as one transaction. The factors to be taken into account in determining whether a transaction should be aggregated include whether the transactions are:
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(V)If the above-mentioned matters constitute related transactions in accordance with the regulatory requirements of the place where the shares of the Company are listed, they shall be dealt with in accordance with the relevant regulations. | (V)If the above-mentioned matters constitute related/connected transactions in accordance with the regulatory requirements of the place where the shares of the Company are listed, they shall be dealt with in accordance with the relevant regulations. |
Article 10 The Board of Directors of the Company shall have a Strategy Committee, an Audit Committee, a Nomination Committee, a Remuneration and Appraisal Committee. The Board of Directors may establish other special committees and adjust existing committees in accordance with the requirements. | Article 10 The Board of Directors of the Company shall have a Strategy Committee, an Audit Committee, a Nomination Committee, a Remuneration and Appraisal Committee and a Compliance Management Committee. The Board of Directors may establish other special committees and adjust existing committees in accordance with the requirements. |
Article 14 The major responsibilities of Remuneration and Appraisal Committee:
| Article 14 The major responsibilities of Remuneration and Appraisal Committee:
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New Article. | Article 15 The Compliance Management Committee shall be responsible for the organization, leadership and coordination of compliance management, convene regular meetings to study and decide on major matters of compliance management or to put forward opinions and proposals, and to guide, supervise and evaluate compliance management work. |
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Article 41 A director or his associates (as defined in the Listing Rules) who has a material interest in a contract, transaction, arrangement or any proposal concerning an issue resolved at a board meeting shall abstain from voting in respect of that resolution and shall not exercise voting rights on behalf of other directors. If less than three directors are able to vote on the matter, it shall be referred to a shareholders' general meeting for a vote. The resolutions of the board meeting shall be approved by a majority of the unaffiliated directors. The restrictions in this Article shall not apply to the extent permitted by the Listing Rules or the Hong Kong Stock Exchange. Such meetings shall be held in the form of an on-site meeting. | Article 42 A director or his associates (as defined in the Listing Rules) who has a material interest in a contract, transaction, arrangement or any proposal concerning an issue resolved at a board meeting shall abstain from voting in respect of that resolution and shall not exercise voting rights on behalf of other directors. If less than three directors are able to vote on the matter, it shall be referred to a shareholders' general meeting for a vote. The resolutions of the board meeting shall be approved by a majority of the unaffiliated directors. The restrictions in this Article shall not apply to the extent permitted by the Listing Rules or the Hong Kong Stock Exchange. |
III. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING
In accordance with the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97) promulgated by the State Council, and taking into account the requirements of the Company Law of the People's Republic of China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and other laws and regulations, regulatory documents, adaptation of the requirements of the updated Articles of Association, and the actual situation of the Company, the Board hereby announces that the Board has proposed the following amendments to the Rules of Procedure of the
General Meeting of the Company:
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Article 1 In order to promote the standardized operation of Qinhuangdao Port Co., Ltd., improve the efficiency of shareholders' general meetings, protect the legitimate rights and interests of shareholders and ensure the legality and validity of the procedures and resolutions of shareholders' general meetings, these rules are prepared in a view of the Company's actual situation and in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, the Articles of Association of Companies Listed Overseas, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Listing Rules") and other regulatory laws and regulations governing listed companies in Hong Kong and overseas, and the Articles of Association of Qinhuangdao Port Co., Ltd., (hereinafter referred to as the "Articles of Association"). | Article 1 In order to promote the standardized operation of Qinhuangdao Port Co., Ltd., improve the efficiency of shareholders' general meetings, protect the legitimate rights and interests of shareholders and ensure the legality and validity of the procedures and resolutions of shareholders' general meetings, these rules are prepared in a view of the Company's actual situation and in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, the Articles of Association of Companies Listed Overseas, the State Council's Reply on the Adjustment of the Notice Period of General Meetings and Other Matters Applicable to the Overseas Listed Companies, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter collectively referred to as the "Listing Rules") and other regulatory laws and regulations governing listed companies in Hong Kong and overseas, and the Articles of Association of Qinhuangdao Port Co., Ltd., (hereinafter referred to as the "Articles of Association"). |
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Article 5 In order to ensure and improve the stability and efficiency of the Company's daily operations, the shareholders' general meeting clarifies the following powers and delegates some of the powers to the board of directors: (I)Transactions involving material external investments, entrusted financial management, entrusted loans, acquisition and sale of assets, lease of assets, entrusting or being entrusted with the management of assets and businesses, asset collateral; etc. 1. The Company is required to test the following five ratios (the "Five Ratios"): (1)Asset ratio: the ratio of the total assets involved in a single transaction (whichever is higher where both book value and appraised value exist) to the total assets in the Company's latest published audited accounts or latest published interim report, whichever is the latest, which are calculated in accordance with International Financial Reporting Standards. | Article 5 In order to ensure and improve the stability and efficiency of the Company's daily operations, the shareholders' general meeting clarifies the following powers and delegates some of the powers to the board of directors: (I)Transactions involving material external investments, entrusted financial management, entrusted loans, acquisition and sale of assets, lease of assets, entrusting or being entrusted with the management of assets and businesses, asset collateral; etc. 1. The Company is required to test the following five ratios (the "Five Ratios"): (1)Asset ratio: the ratio of the total assets involved in a single transaction (whichever is higher where both book value and appraised value exist) to the total assets in the Company's latest published audited accounts or latest published interim report, whichever is the latest, which are calculated in accordance with Chinese Accounting Standards for Business Enterprises. |
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(5)Equity ratio: the ratio of the nominal value of the share capital of the Company issued as consideration to the nominal value of the issued share capital of the Company prior to the relevant transaction (in calculating the equity ratio, the value of the Company's debt capital (if any) shall not be included; debt capital includes any preference shares). The shareholders' general meeting shall approve projects with a ratio at or above 25% of the above five ratios. The Board of Directors is authorized to approve projects with a ratio of less than 25% of the above five ratios. | (5)Equity ratio: the ratio of the nominal value of the share capital of the Company issued as consideration to the nominal value of the issued share capital of the Company prior to the relevant transaction (in calculating the equity ratio, the value of the Company's debt capital (if any) shall not be included; debt capital includes any preference shares). The shareholders' general meeting shall approve projects with a ratio at or above 25% of the above five ratios. The Board of Directors is authorized to approve projects with a ratio of less than 25% of the above five ratios. The shareholders' general meeting shall strictly comply with the relevant provisions of the laws, administrative regulations, departmental rules and regulations and the listing rules of the stock exchange where the Company's shares are listed in respect of reviewing the above matters. If the aforementioned laws, administrative regulations, departmental rules and regulations, the listing rules of the stock exchange where the Company's shares are listed or the Articles of Association of the Company provide for the decision-making authority on the same matter, the decision-making authority shall be determined in accordance with the strict principles. |
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2. In the case of disposal of fixed assets, if the sum of the expected value of the fixed assets to be disposed of and the value of the fixed assets disposed of during the four months preceding the proposed disposal is greater than 33% of the value of the fixed assets as shown in the latest balance sheet considered by the shareholders' general meeting, the shareholders' general meeting shall approve the disposal and the Board of Directors shall not dispose of or agree to dispose of the fixed assets without prior approval of the shareholders' general meeting; the Board of Directors is authorized to approve the disposal of fixed assets not greater than 33%. The disposal of fixed assets referred to in this Article includes the act of transferring certain interests in assets, but does not include the act of providing guarantees with fixed assets. The validity of the transactions carried out by the Company in the disposal of fixed assets shall not be affected by the violation of the aforementioned regulations. | 2. In the case of disposal of fixed assets, if the sum of the expected value of the fixed assets to be disposed of and the value of the fixed assets disposed of during the four months preceding the proposed disposal is greater than 33% of the value of the fixed assets as shown in the latest balance sheet considered by the shareholders' general meeting, the shareholders' general meeting shall approve the disposal and the Board of Directors shall not dispose of or agree to dispose of the fixed assets without prior approval of the shareholders' general meeting; the Board of Directors is authorized to approve the disposal of fixed assets not greater than 33%. The disposal of fixed assets referred to in this Article includes the act of transferring certain interests in assets, but does not include the act of providing guarantees with fixed assets. The validity of the transactions carried out by the Company in the disposal of fixed assets shall not be affected by the violation of the aforementioned regulations. |
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(II)External guarantees Matters relating to the Company's external guarantees shall be considered by the Board of Directors, among others, the following external guarantees are also subject to the approval of the shareholders' general meeting:
(III) Delegation of authority to the Board of Directors by the shareholders' general meeting is permitted to be transferred, except in the case of external guarantees. | (II)External guarantees Matters relating to the Company's external guarantees shall be considered by the Board of Directors, among others, the following external guarantees are also subject to the approval of the shareholders' general meeting:
(III) Delegation of authority to the Board of Directors by the shareholders' general meeting is permitted to be transferred, except in the case of external guarantees. |
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(IV) For the purposes of (I), if a series of transactions are all completed within twelve months or are related, they shall be aggregated and treated as one transaction. The factors to be taken into account in determining whether a transaction should be aggregated include whether the transactions are:
If the above-mentioned matters constitute related/connected transactions in accordance with the regulatory requirements of the place where the shares of the Company are listed, they shall be dealt with in accordance with the relevant regulations. | (IV) For the purposes of (I), if a series of transactions are all completed within twelve months or are related, they shall be aggregated and treated as one transaction. The factors to be taken into account in determining whether a transaction should be aggregated include whether the transactions are:
If the above-mentioned matters constitute related/connected transactions in accordance with the regulatory requirements of the place where the shares of the Company are listed, they shall be dealt with in accordance with the relevant regulations. |
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Article 22 Where the Company intends to convene a shareholders' general meeting, a notice shall be sent forty-five days (excluding the convening date of the meeting) prior to the convening of the meeting to inform all shareholders of record of the matters to be deliberated in the meeting and the date and venue of the meeting. Any shareholder who intends to attend the shareholders' general meeting shall, twenty days prior to the convening of the meeting, serve a written reply of attending the meeting to the Company. Full and complete disclosure of all specific details of all proposals shall be included in the notice of shareholders' general meeting and supplementary notice. Where the matters to be discussed require the views of the independent directors, the views of the independent directors and the reasons therefor shall be disclosed at the same time when the notice of shareholders' general meeting or supplementary notice is published. | Article 22 Where the Company intends to convene an annual shareholders' general meeting, a notice shall be sent twenty working days prior to the convening date of the meeting (excluding the convening date of the meeting), where the Company intends to convene an extraordinary shareholders' general meeting, a notice shall be sent fifteen days or ten working days (excluding the convening date of the meeting, whichever is longer) prior to the convening date of the meeting, to inform all shareholders of record of the matters to be deliberated in the meeting and the date and venue of the meeting. Full and complete disclosure of all specific details of all proposals shall be included in the notice of shareholders' general meeting and supplementary notice. Where the matters to be discussed require the views of the independent directors, the views of the independent directors and the reasons therefor shall be disclosed at the same time when the notice of shareholders' general meeting or supplementary notice is published. Where otherwise provided by law, regulations or the Listing Rules of the place where the shares of the Company are listed in relation to the foregoing, the provisions thereof shall prevail. |
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Article 23 The Company shall calculate the number of voting shares represented by shareholders who intend to attend the meeting according to the written replies received as of twenty days prior to the convening of the shareholders' general meeting. Where the number of voting shares represented by shareholders who intend to attend the meeting is more than one half of the total number of voting shares of the Company, the Company may convene a shareholders' general meeting; if not, the Company shall, within five days thereafter, again notify, in the form of announcement, shareholders of the matters to be deliberated in the meeting and the date and venue of the meeting; only after such notice in the form of announcement, the Company may convene the shareholders' general meeting. Full and complete disclosure of all specific details of all proposals shall be included in the notice of shareholders' general meeting and supplementary notice. Where the matters to be discussed require the views of the independent directors, the views of the independent directors and the reasons therefor shall be disclosed at the same time when the notice of shareholders' general meeting or supplementary notice is published. No matters unspecified in the announcement may be decided in the extraordinary shareholders' general meeting. | Delete this Article. |
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Article 25 Save as otherwise specified by relevant laws, administrative regulations, securities regulatory requirements in force in the listing place of the Company's shares and these Articles of Association, the notice of shareholders' general meeting shall be sent by person or by mail (with postage paid) to shareholders (whether having any voting power in the shareholders' general meeting) at such address of the recipient as registered in the register of shareholders. In the case of shareholders of domestic shares, the notice of shareholders' general meeting may also be made in the form of announcement. The announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the authority of the State Council in charge of securities within forty-five to fifty days prior to the convening of the meeting. Upon announcement, all shareholders of domestic shares shall be deemed as having received the notice concerning the meeting of shareholders. In the case of shareholders of foreign shares listed abroad, subject to the laws and regulations in force in the listing place of the Company's shares and relevant provisions of the Stock Exchange of Hong Kong, the notice of shareholders' general meeting may also be sent or provided in any other appropriate manner set under the Articles of Association. The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any person entitled to notice shall not invalidate the meeting or the resolution thereat. | Article 24 Save as otherwise specified by relevant laws, administrative regulations, securities regulatory requirements in force in the listing place of the Company's shares and these Articles of Association, the notice of shareholders' general meeting shall be sent by person or by mail (with postage paid) to shareholders (whether having any voting power in the shareholders' general meeting) at such address of the recipient as registered in the register of shareholders. In the case of shareholders of domestic shares, the notice of shareholders' general meeting may also be made in the form of announcement. The announcement mentioned in the preceding paragraph shall, in the case of shareholders of domestic shares, be published in one or more newspapers designated by the authority of the State Council in charge of securities. Upon announcement, all shareholders of domestic shares shall be deemed as having received the notice concerning the meeting of shareholders. In the case of shareholders of foreign shares listed abroad, subject to the laws and regulations in force in the listing place of the Company's shares and relevant provisions of the Stock Exchange of Hong Kong, the notice of shareholders' general meeting may also be sent or provided in any other appropriate manner set under the Articles of Association. The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any person entitled to notice shall not invalidate the meeting or the resolution thereat. |
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Article 51 Shareholders (including proxies) shall exercise their voting rights in the amount of the voting shares represented by them, with each share carrying one vote. When a shareholders' general meeting is held to consider a material matter affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote count shall be disclosed publicly in a timely manner. The shares of the Company held by the Company shall not be entitled to vote on such matters and such shares shall not be counted towards the total number of shares entitled to vote at the shareholders' general meeting. The Board of Directors, independent directors and shareholders who meet the relevant requirements may solicit shareholders' voting rights. The solicitation of voting rights shall be carried out on a gratuitous basis, and the specific voting intentions and other information shall be fully disclosed to the solicited persons. The Company shall not impose a minimum percentage of shareholding for the solicitation of voting rights. | Article 50 Shareholders (including proxies) shall exercise their voting rights in the amount of the voting shares they represent, with each share carrying one vote. When a shareholders' general meeting is held to consider a material matter affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of the separate vote count shall be disclosed publicly in a timely manner. The shares of the Company held by the Company shall not be entitled to vote on such matters and such shares shall not be counted towards the total number of shares entitled to vote at the shareholders' general meeting. The Board of Directors, INED, and shareholders holding more than one percent of the voting shares, or investor protection institutions established in accordance with the laws, administrative regulations or the requirements of the securities supervisory and regulatory authorities of the State Council may act as soliciting party, and by themselves or by entrusting securities companies or securities service institutions, publicly request the shareholders of the Company to appoint them as proxies to attend the shareholders' general meeting and exercise the proposal rights, voting rights and other shareholders' rights on their behalf. Where the shareholders' rights are collected in accordance with the provisions of the preceding paragraph, the soliciting party shall disclose the collection documents and the Company shall cooperate. Collecting the shareholders' rights publicly with consideration or de facto consideration is prohibited. Where the public collection of shareholders' rights violates the laws, administrative regulations or the relevant requirements of the China Securities Regulatory Commission, resulting in losses to the Company or its shareholders, the soliciting party shall be held liable for damages. |
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Article 85 The Company shall convene a separate meeting of classes of shareholders by giving written notice forty-five days before the meeting (excluding the date of the meeting), informing all shareholders of record of the class of shares of the matters to be considered at the meeting and the date and place of the meeting. Shareholders who wish to attend the meeting shall send a written reply to the Company for attendance at the meeting not later than 20 days before the meeting. If the number of shares entitled to vote at the meeting represented by the shareholders intending to attend the meeting reaches more than one-half of the total number of shares of that class entitled to vote at the meeting, the Company may convene a separate meeting of classes of shareholders; if it fails to do so, the Company shall notify the shareholders again by way of an announcement within five days of the proposed matters to be considered at the meeting, the date and place of the meeting, and upon such announcement, the Company may convene a separate meeting of classes of shareholders. | Article 84 The Company shall convene a separate meeting of classes of shareholders by giving written notice with reference to the time limit for giving notice of a shareholders' general meeting as required by Article 76 of the Articles of Association, informing all shareholders of record of such class of shares of the matters to be considered at the meeting and the date and place of the meeting. |
The Company will convene the 2020 Annual General Meeting (the "Annual General Meeting"), the 2021 First A Shareholders' Class Meeting (the "A Shareholders' Class Meeting") and the 2021 First H Shareholders' Class Meeting (the "H Shareholders' Class Meeting") to seek the approval of the shareholders of the Company (the "Shareholders") for, among other things, the proposed amendments to the Articles of Association, the proposed amendments to the Rules of Procedure of the Board of Directors and the proposed amendments to the Rules of Procedure of the General Meeting. The proposed amendments to the Articles of Association and the proposed amendments to the Rules of Procedure of the General Meeting are subject to the approval of the Shareholders at the Annual General Meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting to be convened by the Company. The proposed amendments to the Rules of Procedure of the Board of Directors are subject to the approval of the Shareholders at the Annual General Meeting of the Company to be convened.
A circular containing, among other things, details of the proposed amendments to the Articles of Association, the proposed amendments to the Rules of Procedure of the Board of Directors and the proposed amendments to the Rules of Procedure of the General Meeting, the notice of the Annual General Meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting is scheduled to be dispatched to the Shareholders as soon as practicable.
By order of the Board
Qinhuangdao Port Co., Ltd.*
Cao Ziyu
Chairman
Qinhuangdao, Hebei Province, the PRC
29 March 2021
As at the date of this announcement, the executive directors of the Company are CAO Ziyu, YANG Wensheng and MA Xiping; the non-executive directors of the Company are LIU Guanghai, LI Jianping and XIAO Xiang; and the independent non-executive directors of the Company are ZANG Xiuqing, HOU Shujun, CHEN Ruihua and XIAO Zuhe.
* For identification purpose only
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Qinhuangdao Port Co. Ltd. published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 14:49:09 UTC.
