Qinhuangdao Port : (1) PROVISION FOR COSTS ON EMPLOYEES WHO LEAVE THEIR POSTS AND WAIT FOR RETIREMENT; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Introduction . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

(2) Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . .

4

Closure Period of Register of Members and Record Date . . . . . . . . . . . . . . . . .

5

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Appendix I: Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .

7

Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

"Articles of Association"

the articles of association of the Company, as amended

from time to time

"A Share(s)"

the RMB ordinary shares with a par value of RMB1.00

each (stock code: 601326) issued by the Company in the

PRC that is subscribed in RMB and listed on the

Shanghai Stock Exchange

"Board"

the board of Directors of the Company

"Company"

Qinhuangdao Port Co., Ltd.* (秦皇島港股份有限公司), a

joint stock limited liability company incorporated in the

PRC, the H Shares of which are listed on the Main Board

of the Stock Exchange, the A Shares of which are listed

on the Main Board of the Shanghai Stock Exchange

"CSRC"

the China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"EGM"

the 2019 first extraordinary general meeting or any

adjournment thereof of the Company to be held at 11:00

a.m. on Friday, 20 December 2019 at Qinhuangdao Sea

View Kaiyuan Hotel, 25 Donggang Road, Haigang

District, Qinhuangdao, Hebei Province, PRC

"Forms of Proxy"

forms of proxy to be delivered to the Shareholders

together with this circular

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"H Share(s)"

overseas listed foreign shares of nominal value of

RMB1.00 each in the ordinary share capital of the

Company which are listed on the Main Board of the Stock

Exchange and are traded in Hong Kong dollars

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

DEFINITIONS

"PRC"

the People's Republic of China which, for the purposes of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the People's Republic of China

and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Shareholder(s)"

shareholder(s) of A Shares and H Shares of the Company

"Shareholder(s) of A Shares"

holder of A Shares

"Shareholder(s) of H Shares"

holder of H Shares

"Shares"

shares of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"%"

per cent

(Stock Code: 3369)

Executive Directors:

Registered office:

Mr. CAO Ziyu (Chairman)

35 Haibin Road

Mr. YANG Wensheng

Haigang District

Mr. MA Xiping

Qinhuangdao

Hebei Province

Non-executive Directors:

PRC

Mr. LIU Guanghai

Mr. LI Jianping

Principal place of business

Ms. XIAO Xiang

in Hong Kong:

Room C, 26/F, Tower A, Billion Centre

Independent non-executive Directors:

1 Wang Kwong Road

Ms. ZANG Xiuqing

Kowloon Bay

Mr. HOU Shujun

Hong Kong

Mr. CHEN Ruihua

Mr. XIAO Zuhe

Original version

Revised version

Article 29 Under the following

Article 29 Under the following

circumstances,

the

Company

may

circumstances,

the

Company

may

repurchase its issued and outstanding shares

repurchase its issued and outstanding shares

in accordance with the provisions of the

in accordance with the provisions of the

laws, administrative regulations, department

laws, administrative regulations, department

rules and this Articles of Association:

rules and this Articles of Association:

(1) cancellation of shares in order to

(1) cancellation of shares in order to

reduce the registered capital of the

reduce the registered capital of the

Company;

Company;

(2) merge with another company

(2) merge with another company

holding shares in the Company;

holding shares in the Company;

(3) reward the employees of the

(3) to usethe shares for employee

Company with the shares of the Company;

shareholding scheme or as share incentives;

(4) the shareholders require the

(4) the shareholders require the

Company to repurchase its shares due to

Company to repurchase its shares due to

objection raised by the shareholders to the

objection raised by the shareholders to the

resolutions on the merge and spin-off of the

resolutions on the merge and spin-off of the

Company adopted at the shareholder

Company adopted at the shareholder meeting;

meeting;

(5) to use the shares for the purpose of

administrative regulations or the relevant

issued by the listed company;

competent authorities of the state so permit.

(6) where it is necessary to safeguard

Except in the above circumstances, the

the value of the listed company and the

Company shall not engage in any

interests of its shareholders;

transactions in the shares of the Company.

(7) other circumstances where laws,

administrative regulations or the relevant

competent authorities of the state so permit.

Except in the above circumstances, the

Company shall not repurchase the shares of

the Company.

APPENDIX I

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original version

Revised version

Article 30 After the Company is

Article 30 After the Company is

approved by the relevant competent state

approved by the relevant competent state

authorities, it may proceed in any of the

authorities, it may proceed in any of the

following methods:

following methods:

(1)

repurchase

through

open

(1)

repurchase

through

open

transactions on a securities exchange;

transactions on a securities exchange;

(2) making of a repurchase offer in the

(2) other methods permitted by the

same proportion to all shareholders;

laws and regulations and the securities

regulatory authorities under the State

(3) repurchase through an agreement

Council.

outside a securities exchange;

If the Company intends to

(4) other methods permitted the State

repurchase its shares in the situations set

Council authorities in charge of securities.

out under items (3), (5) and (6) of

paragraph 1 of Article 29 of this Articles

of Association, the repurchase shall be

conducted through public and centralized

trading.

Article 32 Where the Company is to

Article 32 Where the Company

repurchase its shares due to the reasons set

intends to repurchase its shares in the

forth in items (1) to (3) of paragraph 1 of

situations set out in items (1) and (2) of

Article 29 of this Articles of Association, an

paragraph 1 of Article 29 of this Articles

approval shall be obtained from the

of Association, resolutions related thereto

shareholders' general meeting in accordance

shall be passed at the shareholders'

with the procedures provided for in this

general meeting. Where the Company

Articles of Association.

intends to repurchase its shares in the

situations set forth in items (3), (5) and (6)

After the Company has bought back its

of paragraph 1 of Article 29 of this

own shares in accordance with the

Articles of Association, resolutions related

provisions of Article 29 and the repurchase

thereto shall be passed at the meeting of

is attributable to the circumstances set for in

Board of Directors with more than two-

item (1) of the paragraph 1, it shall cancel

thirds of the Directors attending subject

the portion of the shares concerned within

to a mandate by the shareholders' general

ten days as of the date of the repurchase. In

meeting.

the event the repurchase is attributable to the

circumstances set for in items (2) and (4) of

the paragraph 1, it shall transfer or cancel

the portion of the shares concerned within

six months.

Original version

Revised version

The shares that the Company buys back

Unless otherwise specified in the

in accordance with item (3) of paragraph 1

Listing Rules of the stock exchange on

of Article 29 of this Articles of Association

which the shares of the Company are

shall not exceed 5% of the total issued

listed or other securities laws and

shares of the Company in a financial year;

regulations, after the Company has

the funds used for the repurchase shall come

repurchased its own shares in accordance

from the Company's after tax profits; the

with the provisions of Article 29 and the

shares bought back shall be transferred to

repurchase is attributable to the

the employees within one year.

circumstances set forth in item (1) of the

paragraph 1, it shall cancel the portion of

Where the Company cancels its shares,

the shares concerned within ten days as of

it shall apply to the original company

the date of the repurchase. In the event

registry for the registration of change in the

the repurchase is attributable to the

registered capital. The amount of the

circumstances set forth in items (2) and

Company's registered capital shall be

(4) of the paragraph 1, it shall transfer or

reduced by the total par value of the shares

cancel the portion of the shares concerned

cancelled.

within six months. In the event the

repurchase is attributable to the

circumstances set forth in items (3), (5)

and (6) of the paragraph 1, the shares in

the Company to be held in aggregate by

the Company shall not exceed 10% of the

total number of the Company's shares in

issue and the shares so repurchased shall

be transferred or cancelled within three

years.

Where the Company cancels its shares,

it shall apply to the original company

registry for the registration of change in the

registered capital. The amount of the

Company's registered capital shall be

reduced by the total par value of the shares

cancelled.

Original version

Revised version

Article 108 The list of director and

Article 108 The list of director and

supervisor candidates shall be submitted to

supervisor candidates shall be submitted to

the shareholders' general meeting for voting

the shareholders' general meeting for voting

by means of draft resolution, and each

by means of draft resolution, and each

candidate shall be nominated by means of a

candidate shall be nominated by means of a

separate draft resolution.

separate draft resolution.

When the shareholders' general

When the shareholders' general

meeting votes on the election of directors

meeting votes on the election of directors

and supervisors, the accumulative voting

and supervisors, the accumulative voting

system may be implemented according to the

system shall be implementedaccording to

Articles of Association or the resolution of

the Articles of Association or the resolution

the shareholders' general meeting.

of the shareholders' general meeting.

The accumulative voting system as

The accumulative voting system as

referred to in the preceding paragraph means

referred to in the preceding paragraph means

that when a shareholders' general meeting

that when a shareholders' general meeting

elects directors or supervisors, each share

elects directors or supervisors, each share

shall carry the same number of voting right

shall carry the same number of voting right

as the number of directors or supervisors to

as the number of directors or supervisors to

be elected, and the voting rights owned by

be elected, and the voting rights owned by

shareholders may be accumulatively used.

shareholders may be accumulatively used.

The main provisions of cumulative

voting system are as follows:

(1) Where the number of directors or

supervisors to be elected is more than two,

the cumulative voting system shall be

adopted;

(2) Under the cumulative voting

system, voting of independent directors

and non-independent directors shall be

carried out separately;

(3) In a cumulative voting, each

share of a shareholder shall have the same

votes as the number of directors or

supervisors to be elected;

Original version

Revised version

Original version

Revised version

Article 141 The directors shall be

Article 141 The directors shall be

elected by the shareholders' general

elected or replaced by the general

meeting, with the term of office of three (3)

meeting, and may further be removed

years. The directors may be re-elected

from their office prior to the conclusion of

continuously upon the expiration of term of

the term thereof by the general meeting.

office.

Directors have a term of office of three

years. Upon the expiry of the term of

The term of office of directors shall

office, a director shall be eligible to offer

begin from the date of passing the resolution

himself for re-election.

of the shareholders' general meeting and till

the expiration of term of office of the Board

The term of office of directors shall

of Directors. Where the directors has not

begin from the date of passing the resolution

been re-elected upon the expiration of term

of the shareholders' general meeting and till

of office, the original directors shall, before

the expiration of term of office of the Board

their posts are taken up by the re-elected

of Directors. Where the directors has not

directors, still perform their duties in

been re-elected upon the expiration of term

accordance with the laws, administrative

of office, the original directors shall, before

rules, departmental regulations, and the

their posts are taken up by the re-elected

securities regulatory provisions of the place

directors, still perform their duties in

where the shares of the Company are listed

accordance with the laws, administrative

and the provisions of the Articles of

rules, departmental regulations, and the

Association.

securities regulatory provisions of the place

where the shares of the Company are listed

The Chairman and Deputy Chairman

and the provisions of the Articles of

shall be elected and removed by over half

Association.

(1/2) of the members of the Board of

Directors, with a term of office of three (3)

The Chairman and Deputy Chairman

years, and may be re-elected upon the

shall be elected and removed by over half

expiration of term.

(1/2) of the members of the Board of

Directors, with a term of office of three (3)

The shareholders' general meeting

years, and may be re-elected upon the

may, in accordance with relevant laws and

expiration of term.

administrative rules, remove the directors

whose term of office have not expired by the

The shareholders' general meeting

ordinary resolution (without prejudice to the

may, in accordance with relevant laws and

compensation requirements claimed in

administrative rules, remove the directors

accordance with any contract).

whose term of office have not expired by the

ordinary resolution (without prejudice to the

The directors may concurrently hold

compensation requirements claimed in

the positions of President or other officers,

accordance with any contract).

but the proportion of such directors shall not

exceed one half (1/2) of the total number of

The directors may concurrently hold

directors of the Company.

the positions of President or other officers,

but the proportion of such directors shall not

exceed one half (1/2) of the total number of

directors of the Company.

Original version

Revised version

Article 176 Special committees shall

Article 176 The special committees

be exclusively composed of the directors,

shall be accountable to the Board of

wherein the Audit Committee shall have at

Directors and perform duties in

least three members and all of them are shall

accordance with the Articles of

be non-executive directors, and at least one

Association and the authorization of the

member shall be the independent director

Board of Directors, and their proposals

that

has

appropriate

professional

shall be submitted to the Board of

qualification recognized by the listing rules

Directors for consideration and approval.

of the securities exchange where the shares

The Board of Directors shall formulate

of the Company are listed or that has

the rules of procedures of the special

appropriate accounting or relevant financial

committees to regulate their operation.

management expertise. The Company shall

Special committees shall be exclusively

have a Remuneration Committee, with an

composed of the directors, wherein most

independent director acting as the chairman

members shall be the independent

and most members shall be independent

directors of the Audit Committee, the

directors. The Company shall have a

Nomination

Committee,

the

Nomination Committee, with the Chairman

Remuneration and Appraisal Committee,

of Board of Directors or an independent

acting as the conveners.The Audit

director acting as the chairman, and most

Committee shall have at least three members

members shall be independent directors.

and all of them are shall be non-executive

directors, and at least one member shall be

the independent director that has appropriate

professional qualification recognized by the

listing rules of the securities exchange where

the shares of the Company are listed or that

has appropriate accounting or relevant

financial management expertise, and the

conveners shall be the accounting

professionals.The Company shall have a

Remuneration

and Appraisal

Committee,

with an independent director acting as the

chairman and most members shall be

independent directors. The Company shall

have a Nomination Committee, with the

Chairman of Board of Directors or an

independent director acting as the chairman,

and most members shall be independent

directors.

Article 187 Any person holding a post,

Article 187 Any person holding an

other than a director, in the organization of

administrative post, other than a director

the controlling shareholder or the actual

and supervisorin the organization of the

controller of the Company, cannot become

controlling shareholder of the Company,

the President or other senior executives of

cannot become the senior executives of the

the Company.

Company.