China Merchants Port : VOLUNTARY ANNOUNCEMENT - LOAN AGREEMENT

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.

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00144)

VOLUNTARY ANNOUNCEMENT

LOAN AGREEMENT

1. BACKGROUND

This is a voluntary announcement made by the Board of the Company.

On 22 November 2019, the board of CMPG proposed to enter into the Loan Agreement with Haixing, a subsidiary of the Company, pursuant to which CMPG will provide a revolving loan to Haixing with a principal amount of up to RMB2,185,997,340.15 (equivalent to approximately HK$2,428,900,000). The entering of the Loan Agreement by CMPG, whose A shares and B shares are listed on the Shenzhen Stock Exchange, is subject to the shareholder's approval of CMPG pursuant to the relevant listing rules of the Shenzhen Stock Exchange.

CMPG is a substantial shareholder of the Company. Accordingly, CMPG is a connected person of the Company and the transaction contemplated under the Loan Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Since the Loan Agreement is considered as financial assistance received by the Group from a connected person which (i) is conducted on normal commercial terms or better; and (ii) is not secured by the assets of the Group, the transaction contemplated under the Loan Agreement is therefore exempt from all reporting and disclosure requirements under Chapter 14A of the Listing Rules.

CMPG released announcements in relation to the Loan Agreement pursuant to the relevant listing rules of the Shenzhen Stock Exchange, details of which are available in the public domain (www.cninfo.com.cn), on 25 November 2019.

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In order to provide Shareholders and potential investors with similar information on the Loan Agreement and on Haixing, key terms of the Loan Agreement and certain financial information of Haixing are also set out in this announcement.

2. THE LOAN AGREEMENT

The key terms and conditions of the Loan Agreement are proposed as follows:

Lender	:	CMPG
Borrower	:	Haixing
Principal amount	:	Up	to	RMB2,185,997,340.15	(equivalent	to
		approximately HK$2,428,900,000)
Availability period	:	Five years from the date of the Loan Agreement
Purpose	:	For the enhancement of the Haixing Port (海星碼頭)
Interest	:	The benchmark interest rate of the People's Bank of
		China for RMB loans minus 5% per annum
Drawdown	:	Haixing shall give a written notice to CMPG ten days
		prior to the proposed drawdown date containing (i) the
		proposed drawdown amount; (ii) the term; (iii) the
		purpose of the drawdown and (iv) the proposed
		drawdown date
Prepayment	:	Haixing may, by giving prior 30-days written notice to
		CMPG, prepay all or part of the loan; vice-versa,
		CMPG may, by giving prior 30-days written notice
		Haixing, request repayment of all or part of the loan
Re-borrowing	:	Haxing may during the availability period re-borrow in
		whole or in part the loan prepaid in accordance with the
		terms and conditions of the Loan Agreement provided
		that, among others, the amount reborrowed in aggregate

does not exceed RMB2,185,997,340.15 (equivalent to approximately HK$2,428,900,000)

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3. INFORMATION ON HAIXING

Haixing, a subsidiary of the Company, is a limited liability company incorporated under the laws of the PRC and is principally engaged in terminal and other port facilities services, cargo handling and warehousing services.

	As at 30 September 2019	As at 31 December 2018
Total assets	RMB982.72 million	RMB790.11 million
	(equivalent to approximately	(equivalent to approximately
	HK$1,092 million)	HK$878 million)
Total liabilities	RMB333.71 million	RMB132.63 million
	(equivalent to approximately	(equivalent to approximately
	HK$371 million)	HK$147 million)
Net assets	RMB649.01 million	RMB657.48 million
	(equivalent to approximately	(equivalent to approximately
	HK$721 million)	HK$731 million)
	For the nine months ended	For the year ended
	30 September 2019	31 December 2018
Revenue	RMB22.24 million	RMB28.41 million
	(equivalent to approximately	(equivalent to approximately
	HK$25 million)	HK$32 million)
Net	(RMB8.29 million)	(RMB39.60 million)
profits/(losses)	(equivalent to approximately	(equivalent to approximately
	(HK$9 million))	(HK$44 million))

4. REASONS FOR THE TRANSACTION

The core business of the Group includes port and port-related business. Since September 2017, the Company has begun to improve the operations at the Haixing Port, including the implementation of digital and technological improvements of port operations. The Directors are of the view that the facility provided under the Loan Agreement will provide the capital to fund the projects of Haixing at reasonable costs and therefore is beneficial to the Group.

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The Directors, including the independent non-executive Directors, are of the view that the Loan Agreement is on normal commercial terms and in the ordinary and usual course of business of the Company. The Directors, including the independent non-executive Directors, are of the view that the terms of the Loan Agreement are fair and reasonable and in the interest of the Company and its shareholders as a whole.

5. DEFINITIONS

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

"Board"	the board of Directors of the Company
"CMG"	China Merchants Group Limited (招商局集團有限公
	司), a company incorporated in the PRC and the
	ultimate holding company of the Company
"CMPG"	China Merchants Group Co Limited* (招商局港口集
	團股份有限公司), a company incorporated in the
	PRC whose A shares and B shares are listed on the
	Shenzhen	Stock	Exchange	(Stock	Code:
	001872/201872), a substantial shareholder of the
	Company
"Company"	China Merchants Port	Holdings	Company	Limited
	(招商局港口控股有限公司), a company incorporated
	in Hong Kong and whose shares are listed on the
	Main Board of The Stock Exchange of Hong Kong
	Limited
"connected person"	has the meaning ascribed to this term under Rule
	14A.06 of the Listing Rules
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Haixing"	Shenzhen Haixing Port Development Company
	Limited* (深圳海星港口發展有限公司), a company
	incorporated in the PRC and an indirect subsidiary of
	the Company

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"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Loan Agreement"	the loan agreement for a revolving facility up to
	RMB2,185,997,340.15 (equivalent to approximately
	HK$2,428,900,000) proposed to be entered into
	between Haixing and CMPG
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"subsidiary (ies)"	has the meaning ascribed to it under the Listing Rules
"%"	per cent.

* For identification purpose only

For reference only, an exchange rate of RMB0.90 to HK$1.00 has been used for the conversion of Renminbi into Hong Kong dollars in this announcement.

By Order of the Board

China Merchants Port Holdings Company Limited

Fu Gangfeng

Chairman

Hong Kong, 25 November 2019

As at the date of this announcement, the Board comprises Mr. Fu Gangfeng, Mr. Su Jian, Mr. Xiong Xianliang, Mr. Bai Jingtao, Mr. Ge Lefu, Mr. Wang Zhixian and Mr. Zheng Shaoping as executive directors; and Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Ka Fai David and Mr. Bong Shu Ying Francis as independent non-executive directors.

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