Xiamen International Port : CIRCULAR - NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in Xiamen International Port Co., Ltd, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser and transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

廈門國際港務股份有限公司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3378)

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 9:00 a.m. on Friday, 11 June 2021 at 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the PRC is set out on pages 4 to 6 of this circular.

The form of proxy for use at the AGM is enclosed hereby and also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.xipc.com.cn). If you intend to appoint a proxy to attend the AGM, you are required to complete and return the enclosed form of proxy in accordance with the instructions printed thereon in any event not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or at any adjourned meeting in person if you so wish.

23 April 2021

*  For identification purpose only

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Voting by Poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	4

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DEFINITIONS

In this document, unless the context requires otherwise, the following expressions have the following meanings:

"Annual General Meeting" or	the annual general meeting of the Company to be held at 9:00 a.m. on
"AGM"	Friday, 11 June 2021 at 23rd Floor, Conference Room, No. 31 Donggang
	North Road, Xiamen, the PRC
"Articles of Association"	the articles of association of the Company, as amended, modified or
	otherwise supplemented from time to time
"Board"	the board of Directors of the Company
"Company"	Xiamen International Port Co., Ltd* (廈門國際港務股份有限公司),
	a joint stock limited company incorporated in the PRC, the H Shares of
	which are listed on the Stock Exchange
"Director(s)"	the director(s) of the Company
"Domestic Shares"	Shares which are subscribed for and/or credited as paid up in RMB by
	PRC nationals and/or PRC corporate entities
"H Shares"	overseas-listed foreign Shares which are listed on the Stock Exchange and
	subscribed for and traded in HK$
"HK$" and "HK cent(s)"	Hong Kong dollars and cent(s) respectively, the lawful currency of
	Hong Kong
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"PRC"	the People's Republic of China which, for the purpose of this circular,
	excludes Hong Kong, Macau and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) with a nominal value of RMB1.00 each in the share
	capital of the Company
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent
*  For identification purpose only

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LETTER FROM THE BOARD

廈門國際港務股份有限公司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 3378)
Executive Directors:	Registered office:
Cai Liqun	No. 439 Gangnan Road
Chen Zhaohui	Haicang District
Lin Fuguang	Xiamen City
Chen Zhen	Fujian Province
	The PRC
Non-executive Directors:
Chen Zhiping	Principal place of business in Hong Kong:
Fu Chengjing	31/F, Tower Two
Huang Zirong	Times Square
Bai Xueqing	1 Matheson Street
	Causeway Bay
Independent Non-executive Directors:	Hong Kong
Liu Feng
Lin Pengjiu
Jin Tao
Ji Wenyuan
	23 April 2021

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with notice of the Annual General Meeting and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the Annual General Meeting.

ANNUAL GENERAL MEETING

A notice convening the AGM at which the resolutions mentioned above, among other things, will be proposed by the Company has been set out on pages 4 to 6 of this circular.

*  For identification purpose only

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LETTER FROM THE BOARD

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at any general meeting must be taken by poll, except where the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, the chairman of the meeting will demand a poll for every resolution put forward at the AGM pursuant to the Articles of Association. The Company will publish an announcement and announce the results of the poll at the AGM in the manner prescribed under Rule 13.39(5) upon conclusion of the AGM.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolutions are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend you to vote in favour of the relevant resolutions as set out in the notice of the AGM contained in this circular at the AGM.

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING

廈門國際港務股份有限公司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3378)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Xiamen International Port Co., Ltd (the "Company") will be held at 9:00 a.m. on Friday, 11 June 2021 at 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the People's Republic of China ("PRC") for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company in relation to the AGM dated 23 April 2021.

AS ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company (the "Board") for the year ended 31 December 2020;
2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020;
3. To consider and approve the audited financial statements and the report of the auditors of the Company for the year ended 31 December 2020;
4. To consider and approve the profit distribution plan of the Company and the declaration of a final dividend of RMB2.8 cents per share (tax inclusive) for the year ended 31 December 2020;
5. To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the PRC auditors and PricewaterhouseCoopers as the international auditors of the Company to hold office until the conclusion of the next annual general meeting, and to authorise the Board to fix their remunerations;
6. To consider and approve the remunerations of the directors and supervisors of the Company for the year ended 31 December 2020;

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and approve proposals (if any) put forward at such meeting by any Shareholder(s) holding 3 per cent or more of the shares of the Company carrying the right to vote at the AGM.

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

Xiamen, the PRC, 23 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive directors of the Company are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive directors of the Company are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. Jin Tao and Mr. Ji Wenyuan.

Notes:

1. Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll, except where the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, the chairman of the meeting will demand a poll for each of the resolutions proposed at the AGM pursuant to the Articles of Association.
2. Closure of Register of Members and Eligibility for Attending the AGM
   Shareholders are advised that the Registers of Members of the Company will be closed from Wednesday, 9 June 2021 to Friday, 11 June 2021 (both days inclusive). Shareholders whose names appear on the Register of Members of the Company on Wednesday, 9 June 2021 are entitled to attend the AGM. Holders of H Shares of the Company who wish to attend the AGM are required to lodge all transfer documents together with the relevant share certificates at the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 8 June 2021.
   Closure of Register of Members and Ascertaining of Eligibility for the Proposed Final Dividend
   The Board has recommended the payment of a final dividend of RMB2.8 cents per share (tax inclusive) for the year ended 31 December 2020 and, if such final dividend is approved by the Shareholders at the AGM, is expected to be paid around 30 July 2021 to those Shareholders whose names appear on the Register of Members of the Company on Wednesday, 23 June 2021. The Register of Members of H Shares of the Company will be closed from Friday, 18 June 2021 to Wednesday, 23 June 2021 (both days inclusive) for the purpose of ascertaining the Company's Shareholders' entitlement to the proposed final dividend. In order to be qualified for the proposed final dividend, all transfer documents, accompanied by the relevant share certificates, must be lodged at the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Thursday, 17 June 2021.
3. Pursuant to the Law on Corporate Income Tax of the PRC and its implementing regulations and other relevant rules which came into effect in 2008, the Company is required to withhold corporate income tax at the rate of 10% before distributing any dividend to non-resident enterprise (such term shall have the meaning as defined under the Tax Law of the PRC) Shareholders whose names appear on the Register of Members of H Shares of the Company on Wednesday, 23 June 2021.

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NOTICE OF ANNUAL GENERAL MEETING

All investors should carefully consider the contents of the relevant announcement published by the Company on 17 April 2009.

1. A Shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his stead. A proxy need not be a Shareholder.
2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorised in writing. If the Shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
3. In order to be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board of the Company (Address: 22nd Floor, No. 31 Donggang North Road, Xiamen, the PRC) for holders of Domestic Shares and at the H Share Registrar of the Company (Address: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong) for holders of H Shares not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude a Shareholder from attending and voting in person at the meeting if he/she so wishes.
4. The AGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the AGM are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce their identity documents.
5. A circular containing, inter alia, details of certain proposals at the AGM will be despatched to Shareholders on the same date of this notice of the AGM.

*  For identification purpose only

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