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.
QINHUANGDAO PORT CO., LTD.*(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 3369) (1) POLL RESULTS OF 2014 ANNUAL GENERAL MEETING (2) DISTRIBUTION OF FINAL DIVIDEND (3) APPOINTMENTS OF NON-EXECUTIVE DIRECTOR, INDEPENDENT NON-EXECUTIVE DIRECTORS AND SUPERVISORS AND (4) APPOINTMENTS OF CHAIRMAN AND MEMBER OF SPECIAL COMMITTEES UNDER THE BOARD POLL RESULTS OF ANNUAL GENERAL MEETINGThe Board is pleased to announce that all resolutions proposed at the AGM were duly passed.
DISTRIBUTION OF FINAL DIVIDENDAt the AGM, the resolution regarding the profit distribution plan and the declaration of Final Dividend of the Company for the year ended 31 December 2014 was approved by the Shareholders. The Company will distribute the Final Dividend of RMB0.35 per Share (including tax) to the Shareholders on or before 9 August 2015.
APPOINTMENT OF NON-EXECUTIVE DIRECT OR, INDEPENDENT NON- EXECUTIVE DIRECTORS AND SUPERVISORS
Mr. Mi Xianwei was appointed as a non-executive Director of the Company, and Mr. Hou Shujun and Ms. Zang Xiuqing were appointed as independent non-executive Directors of the Company while Mr. Bu Zhouqing and Mr. Zhang Jun were appointed as Supervisors of the Company at the AGM.
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Due to the resignations of Mr. Duan Gaosheng, Mr. Shi Rongyao and Ms. Yu Shulian as Directors of the Company, their respective position at the special committees will be taken by Mr. Mi Xianwei, Mr. Hou Shujun and Ms. Zang Xiuqing respectively. Ms. Zang Xiuqing has been appointed as the chairman of the Audit Committee, a member of the Remuneration and Appraisal Committee and the Nomination Committee; Mr. Mi Xianwei has been appointed as a member of the Audit Committee and the Strategy Committee; Mr. Hou Shujun has been appointed as the chairman of the Remuneration and Appraisal Committee and a member of the Strategy Committee, all with effect from the date of the AGM.
Reference is made to the circula r (the " Circular ") and the supplemental circular (the "Supplemental Circular") of Qinhuangdao Port Co., Ltd. (the "Company") dated 24 April 2015 and 26 May 2015 respectively in respect of the 2014 annual general meeting (the "AGM") of the Company. Capitalised terms used herein shall have the same meanings as those defined in the Circular and the Supplementary Circular unless the context requires otherwise.
The AGM was held at 10:00 am on 9 June 2015 at the Holiday Inn, 25 Donggang Road, Haigang District, Qinhuangdao, Hebei Province, PRC. All resolutions proposed at the AGM were duly passed by way of poll.
As at the date of the AGM, the number of issued Shares of the Company was 5,029,412,000
Shares, being the total number of Shares entitling the holders to attend and vote on the proposed resolutions at the AGM. There was no restriction on Shareholders to cast votes on any of the proposed resolutions at the AGM. No Shareholders shall abstain from voting on the resolutions proposed at the AGM pursuant to the requirements of the Listing Rules. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolutions proposed at the AGM as set out in Rule 13.40 of the Listing Rules. No party has stated in the Circular and the Supplemental Circular his/her intention to vote against or abstain from voting on the resolutions proposed at the AGM. Shareholders attending the AGM either in person or by proxy held an aggregate of 4,440,461,800 Shares, representing 88.29% of the total number of issued Shares of the Company. The holding of the AGM was in compliance with the requirements of the Company Law of the People's Republic of China and the Articles of Association. The AGM was chaired by Mr. Xing Luzhen, the chairman of the Board of the Company.
The poll results in respect of the resolutions proposed at the AGM are as follows:
ORDINARY RESOLUTIONS | NUMBER OF VOTES (%) | |||
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
1. | The resolution regarding the report of the board of directors of the Company for the year ended 31 December 2014. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
2. | The resolution regarding the report of the supervisory committee of the Company for the year ended 31 December 2014. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
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ORDINARY RESOLUTIONS | NUMBER OF VOTES (%) | |||
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
3. | The resolution regarding the audited final financial report of the Company for the year ended 31 December 2014. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
4. | The resolution regarding the profit distribution plan and the declaration of final dividends of the Company for the year ended 31 December 2014. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
5. | The resolution regarding the re-appointment of Ernst & Young Hua Ming LLP as the auditor of the Company for 2015 and the audit fees for 2015. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
6. | The resolutions regarding the election of new session of the Board: | |||
6. | (1) The resolution regarding the re-election of Mr. Xing Luzhen as an executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (2) The resolution regarding the re-election of Mr. Tian Yunshan as an executive Director and the authority granted to the Board for determining his remuneration; | 4,433,167,500 (99.835731%) | 7,294,300 (0.164269%) | 0 (0%) |
6. | (3) The resolution regarding the re-election of Mr. Wang Lubiao as an executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (4) The resolution regarding the re-election of Mr. Ma Xiping as an executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (5) The resolution regarding the re-election of Mr. Zhao Ke as a non-executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (6) The resolution regarding the re-election of Mr. Li Jianping as a non-executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (7) Withdrawn; | |||
6. | (7.1) The resolution regarding the appointment of Mr. Mi Xianwei as a non-executive Director and the authority granted to the Board for determining his remuneration; | 4,439,529,800 (99.979011%) | 932,000 (0.020989%) | 0 (0%) |
6. | (8) The resolution regarding the appointment of Mr. Hou Shujun as an independent non-executive Director and the authority granted to the Board for determining his remuneration; | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
6. | (9) The resolution regarding the appointment of Ms. Zang Xiuqing as an independent non-executive Director and the authority granted to the Board for determining her remuneration; | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
6. | (10) The resolution regarding the re-election of Mr. Zhao Zhen as an independent non-executive Director and the authority granted to the Board for determining his remuneration; and | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
6. | (11) The resolution regarding the re-election of Mr. Li Man Choi as an independent non-executive Director and the authority granted to the Board for determining his remuneration. | 4,434,099,500 (99.856720%) | 6,362,300 (0.143280%) | 0 (0%) |
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ORDINARY RESOLUTIONS | NUMBER OF VOTES (%) | |||
ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | |
7. | The resolutions regarding the election of new session of the Supervisory Committee: | |||
7. | (1) The resolution regarding the re-election of Mr. Nie Yuzhong as a Supervisor and the authority granted to the Supervisory Committee for determining his remuneration; | 4,434,099,500 (99.856720%) | 6,362,300 (0.143280%) | 0 (0%) |
7. | (2) The resolution regarding the appointment of Mr. Bu Zhouqing as a Supervisor and the authority granted to the Supervisory Committee for determining his remuneration; | 4,434,099,500 (99.856720%) | 6,362,300 (0.143280%) | 0 (0%) |
7. | (3) The resolution regarding the re-election of Mr. Liu Simang as a Supervisor and the authority granted to the Supervisory Committee for determining his remuneration; | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
7. | (4) The resolution regarding the re-election of Mr. Cao Dong as a Supervisor and the authority granted to the Supervisory Committee for determining his remuneration; and | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
7. | (5) The resolution regarding the appointment of Mr. Zhang Jun as a Supervisor and the authority granted to the Supervisory Committee for determining his remuneration. | 4,440,461,800 (100%) | 0 (0%) | 0 (0%) |
As more than 50% of the total number of Shares held by the Shareholders who attended and voted on the relevant resolutions at the meeting were cast in favour of each of the above ordinary resolutions, all the above resolutions were duly passed.
The Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the AGM. Shareholder representative Mr. Zeng Kun and Supervisor Mr. Liu Simang participated in the vote-scrutinising.
The Board would hereby like to inform the Shareholders of the details in relation to the distribution of final dividend (the "Final Dividend") for 2014.
The Company will distribute the Final Dividend of RMB0.35 per Share (including tax) to the Shareholders in cash. The Final Dividend will be distributed on or before 9 August 2015 to the Shareholders whose names appear on the register of members of the Company as at 8 July 2015. As required by the Articles of Association, dividends of Domestic Shares are to be declared and paid in Renminbi whereas dividends of H Shares are to be declared in Renminbi and paid in Hong Kong dollars. The exchange rate for the Final Dividend to be paid in Hong Kong dollars is the average exchange rate for Hong Kong dollar to Renminbi as announced by The People's Bank of China one week immediately preceding the date of the AGM (i.e. the exchange rate of RMB0.789186 = HK$1.00). Accordingly, the Final Dividend of HK$0.443495 (including tax) will be paid to each H Share.
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According to the Enterprise Income Tax Law of the People's Republic of China ( {'P:/iÀWj1o'fnli) and its provision for implementation which took effect on 1 January 2008, PRC enterprises should withhold enterprise income tax at a rate of 10% when they distribute dividends to non-resident enterprise shareholders of H shares for the accounting period from 1 January 2008. As such, as a PRC enterprise, the Company will distribute the Final Dividend and special dividend to non-resident enterprise shareholders who are not individuals including but not limited to holders of H shares registered in the name of HKSCC Nominees Limited, other nominees or trustee, and other entities or organisations after deducting enterprise income tax of 10%.
Due to changes in the PRC tax laws and regulations, according to the Announcement on the List of Fully and Partially Invalid and Repealed Tax Regulatory Documents (lil�0ffl�Jl.!lç3�11, mBiii:!J
!lç3�11 #l@'Jl.'t!:!!) issued by the State Administration of Taxation on 4 January
2011, individual holders of H Shares of the Company whose names appeared on the register of members
of H Shares of the Company can no longer be exempted from individual income tax pursuant to the Circular on the Questions Concerning Tax on the Profits Earned by Enterprises with Foreign Investment, Foreign Enterprises and Individual Foreigners from the Transfer of Stocks (Stock Rights) and on Dividend Income (Guo Shui Fa [1993] No.045) (lil�jlp,tJl�{t�, jlli
'fn Yf� (li[1993]045)) issued by the State Administration of Taxation. Pursuant to the letter titled Tax arrangements on dividends paid to Hong Kong residents by mainland companies (lil W {t� ) issued by the Stock Exchange to the issuers on 4 July 2011 and the Notice on Matters Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No.045 of the State Administration of Taxation (Guo Shui Han [2011] No.348) (li[1993]045Jl.'t�11Yi lil1S ÀYf� fi&'l' (li[2011]348)), it is confirmed that the overseas resident individual shareholders holding the shares issued by domestic non-foreign invested enterprises in Hong Kong are entitled to the relevant preferential tax treatments pursuant to the provisions in the tax arrangements between the countries where they reside and Mainland China or the tax arrangements between Mainland China and Hong Kong (Macau). As such, the Company will withhold 10% of the dividend as individual income tax, unless it is otherwise specified by the relevant tax regulations and tax arrangements, in which case the Company will withhold individual income tax of such dividends in accordance with the tax rates and the relevant procedures as specified by the relevant regulations.
The Company has appointed Computershare Hong Kong Trustees Limited as the receiving agent of the Final Dividend of H Shares (the "Receiving Agent") and will distribute the Final Dividend to the holders of H Shares through the Receiving Agent. The Final Dividend will be paid by the Receiving Agent to the holders of H Shares who are entitled to receive the Final Dividend, and the relevant cheques will be sent by ordinary mail on or before 9 August 2015 to the holders of H Shares at their own risks.
(3) APPOINTMENTS OF NON-EXECUTIVE DIRECTOR, INDEPENDENT NON- EXECUTIVE DIRECTORS AND SUPERVISORS
The Board is pleased to announce that Mr. Mi Xianwei was appointed as a non-executive Director of the Company, Mr. Hou Shujun and Ms. Zang Xiuqing were appointed as independent non-executive Directors of the Company (collectively, the "New Directors") while Mr. Bu Zhouqing and Mr. Zhang Jun were appointed as Supervisors of the Company (collectively, the "New Supervisors") at the AGM.
The biographies of the New Directors and the New Supervisors are set out in the Appendix to this announcement.
Save as disclosed in this announcement, each of the New Directors and the New Supervisors confirmed that (i) he/she did not take up any position in the Group or hold any directorship in any other listed companies in the past three years; (ii) he/she does not have any relationship with any Director, Supervisor, senior management, substantial Shareholder or controlling Shareholder; and (iii) he/she does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Save as disclosed in this announcement, the Company considers that there is no information relating to the New Directors and the New Supervisors which should be disclosed pursuant to Rule
13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor any other matters which need to be brought to the attention of the Shareholders.
The appointments of the New Directors and the New Supervisors have been effective from the date of the AGM. The term of the New Directors' appointments shall commence from the date of the AGM until the expiry of the term of office of the current session of the Board of the Company while the term of the New Supervisors' appointments shall commence from the date of the AGM until the expiry of the term of office of the current session of the Supervisory Committee of the Company.
The Board and the Supervisory Committee will determine the remuneration of the New Directors and the New Supervisors, respectively, pursuant to the authority granted by the Shareholders at the AGM.
Due to the resignations of Mr. Duan Gaosheng, Mr. Shi Rongyao and Ms. Yu Shulian as Directors of the Company, their respective position at the special committees are taken by Mr. Mi Xianwei, Mr. Hou Shujun and Ms. Zang Xiuqing respectively. Ms. Zang Xiuqing has been appointed as the chairman of the Audit Committee, a member of the Remuneration and Appraisal Committee and the Nomination Committee; Mr. Mi Xianwei has been appointed as a member of the Audit Committee and the Strategy Committee; Mr. Hou Shujun has been appointed as the chairman of the Remuneration and Appraisal Committee and a member of the Strategy Committee, all with effect from the date of the AGM.
The composition of the special committees of the Board are as follows:
Ms. Zang Xiuqing (chairman)
Mr. Mi Xianwei
Mr. Li Man Choi
Mr. Hou Shujun (chairman)
Mr. Tian Yunshan
Ms. Zang Xiuqing
Mr. Zhao Zhen (chairman)
Mr. Li Jianping
Ms. Zang Xiuqing
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Mr. Xing Luzhen (chairman)
Mr. Tian Yunshan Mr. Mi Xianwei Mr. Zhao Zhen
Mr. Hou Shujun
By order of the Board
Chairman
Qinhuangdao, Hebei Province, the PRC
9 June 2015
As at the date of this announcement, the executive Directors of the Company are XING Luzhen, TIAN Yunshan, WANG Lubiao and MA Xiping; the non-executive Directors are ZHAO Ke, LI Jianping and MI Xianwei; and the independent non-executive Directors are LI Man Choi, ZHAO Zhen, Zang Xiuqing and HOU Shujun.
* for identification purposes only
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A PP EN D IX T HE B IO GR A PH IE S OF T HE N E W DI RE C T O RS A ND T HE NE W SUPERVISORS Mr. MI Xianwei (/JI�), aged 50, a director and the general manager of Hebei Communications Investment and a member of the communist party of the PRC. Mr. Mi graduated from Nankai University with a PhD degree of economics in 2002. Mr. Mi served as the deputy general manager of HECIC Water Investment Co., Ltd. from June 2008 to March 2013, the general manager of the investment and development department of Hebei Construction & Investment Group Co., Ltd. from March to October 2013 and the general manager of HECIC Microcredit Co., Ltd. (r�JttJlN!-J:!J B U!0PJ) from October 2013 to April 2015.
Mr. HOU Shujun (�C �), aged 52, is currently the director of the Institute of Vibration Engineering (ji}JI1EJf3'EYf) of Hebei University of Technology and a professor and a doctoral tutor of the School of Mechanical Engineering. During the period from July 1987 to October 1990, Mr. Hou had been a teacher of mechanical faculty in Hebei University of Technology, and from November 1990 to March 1994, he worked in the Shijiazhuang Mining Machinery Laboratory of the Ministry of Electrical and Electronics Industry (i'lfttm�*i±JlLIi'lwJf3'E�), serving as an engineer, the director of research office; from April 1994 to July 2007, Mr. Hou was a teacher at Hebei University of Science and Technology, serving as a lecturer, an associate professor, and a professor. During the period from January 2002 to January 2003, Mr. Hou studied at the Swansea University and the University of Leeds in the UK as a visiting scholar. In November 2003, Mr. Hou
founded the Institute of Vibration Engineering of Hebei University of Science and Technology, and acted as its director, and also acted as a professor in the College of Mechanical Engineering of Hebei University of Technology since July 2007. In November 2007, Mr. Hou founded the Institute of Vibration Engineering of Hebei University of Technology, and has acted as its director till now. He was elected as a doctoral tutor in May 2013. Mr. Hou graduated from Tianjin University in July
1999 majoring in general mechanics with a PhD degree of engineering.
Lihua Starch Co., Ltd. (*��J�i!:,t; B U!0PJ); during the period from September 2006 to
September 2009, Ms. Zang served as a director of the third Fiscal Society of Qinhuangdao (*��m
�=ll!iil)*itlE$); and since January 2007 till now, Ms. Zang served as the financial supervisor
of Qinhuangdao Rongxuan Machinery Manufacturing Co., Ltd.; and from October 2007 to October
2010, she served as an external director of Qinhuangdao Jihua 3544 Shoe Co., Ltd. (*���:/i3544
.lf� U!0PJ). Ms. Zang graduated from the School of Economics and Management of Yanshan
University in June 2010 majoring in science and engineering with a PhD degree in management.
Mr. BU Zhouqing (1--f,!�), aged 46, the director of the Finance Department of HPG and a senior accountant. Mr. Bu graduated from Changsha Communications University with a bachelor's degree in the finance and accounting in July 1992. He held various leadership positions in the Qinhuangdao Port Authority (*�� foi) (the predecessor of HPG) and Qinhuangdao Port Group Co., Ltd., and has acted as the deputy director of the Finance Department of the Company, the deputy director of the Finance Department of HPG, the director of the Finance Department of Hebei Port Group Service Management Co., Ltd. (r� tJ�IJ) 'l'lE0PJ) since December
2008. Mr. Bu served as the director of the Finance Department of the Company from July 2011 to
June 2014, and has served as the director of the Finance Department of HPG since June 2014.
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