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)

ANNOUNCEMENT

CONTINUING CONNECTED TRANSACTIONS

      1. 2022 SHIP BERTHING SERVICES AGREEMENT
    1. 2022 SINOTRANS SERVICES FRAMEWORK AGREEMENT
      1. 2022 CMPG SERVICES FRAMEWORK AGREEMENT
    1. 2022 CMHIT COMPREHENSIVE SERVICES FRAMEWORK AGREEMENT
      1. 2022 DJIBOUTI COOPERATION AGREEMENT
  1. 2022 MAWAN SMART PORT TECHNOLOGY SERVICES AGREEMENTS
  2. REVISION OF ANNUAL CAP OF HAIXING IT SYSTEM FRAMEWORK AGREEMENT

2022 SHIP BERTHING SERVICES AGREEMENT

On 24 December 2021, in view of the expiry of the 2021 Ship Berthing Services Agreement on 31 December 2021, CMCS and Yiu Lian entered into the 2022 Ship Berthing Services Agreement for a term of one year commencing on 1 January 2022 and ending on 31 December 2022.

For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the annual cap in respect of the aggregate ship berthing fees payable under the 2022 Ship Berthing Services Agreement for the year ending 31 December 2022 at HK$11 million. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the ship berthing fees payable under the 2022 Ship Berthing Services Agreement for the year ending 31 December 2022 exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

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2022 SINOTRANS SERVICES FRAMEWORK AGREEMENT

On 24 December 2021, in view of the expiry of the 2019 Sinotrans Services Framework Agreement on 31 December 2021, Sinotrans & CSC and the Company entered into the 2022 Sinotrans Services Framework Agreement for a term of three years commencing on 1 January 2022 and ending on 31 December 2024.

For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the annual caps in respect of the service fees for port-related services receivable by the Group from Sinotrans & CSC and its associates for each of the three years ending 31 December 2022, 2023 and 2024 as RMB26 million (equivalent to approximately HK$31.71 million), RMB34 million (equivalent to approximately HK$41.46 million) and RMB45 million (equivalent to approximately HK$54.88 million). Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual caps for the service fees receivable for port-related services exceed 0.1% but are below 5%, these transactions are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules. In respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates for each of the three years ending 31 December 2022, 2023 and 2024, the applicable percentage ratios set out in Rule 14.07 of the Listing Rules are less than 0.1% and therefore, these transactions constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules.

2022 CMPG SERVICES FRAMEWORK AGREEMENT

On 24 December 2021, in view of the expiry of the 2021 CMPG Services Framework Agreement on 31 December 2021, CMPG and the Company entered into the 2022 CMPG Services Framework Agreement for a term of two years commencing on 1 January 2022 and ending on 31 December 2023 to set out the framework for future transactions in relation to (i) the provision of port and port-related services by members of the Group to members of CMPG Group and

  1. the provision of port and port-related services by members of CMPG Group to members of the Group.

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For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the annual caps in respect of the service fees for port and freight forwarding services payable by the Group to CMPG Group as RMB10 million (equivalent to approximately HK$12.2 million) and RMB13 million (equivalent to approximately HK$15.85 million) for the year ending 31 December 2022 and for the year ending 31 December 2023, respectively, and the annual caps in respect of the service fees for the provision of port and port-related services receivable by the Group from CMPG Group as RMB17 million (equivalent to approximately HK$20.73 million) and RMB23 million (equivalent to approximately HK$28.05 million) for the year ending 31 December 2022 and for the year ending 31 December 2023, respectively. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual caps for the service fees receivable for port-related services and the service fees payable for port and freight forwarding services exceed 0.1% but are below 5%, these transactions are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

2022 CMHIT COMPREHENSIVE SERVICES FRAMEWORK AGREEMENT

On 24 December 2021, in view of the expiry of the 2021 CMHIT Comprehensive Services Framework Agreement on 31 December 2021, the Company and CMHIT entered into the 2022 CMHIT Comprehensive Services Framework Agreement for a term of one year commencing on 1 January 2022 and ending on 31 December 2022.

For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the following annual cap in respect of the service fees payable by the Group to CMHIT for the year ending 31 December 2022 at RMB300 million (equivalent to approximately HK$366 million). Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the service fees payable by the Group for the year ending 31 December 2022 exceed 0.1% but are below 5%, these transactions are therefore exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules but are subject to the reporting, annual review and announcement requirements.

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2022 DJIBOUTI COOPERATION AGREEMENT

On 24 December 2021, CM Djibouti and Djibouti Industrial Parks Operation entered into the 2022 Djibouti Cooperation Agreement for a term of one year commencing from 1 January 2022 and ending on 31 December 2022.

For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the annual caps in respect of the service fees payable by CM Djibouti to Djibouti Industrial Parks Operation under the 2022 Djibouti Cooperation Agreement at US$3 million (equivalent to approximately HK$23.31 million) for the year ended 31 December 2022. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the fees payable to Djibouti Industrial Parks Operation under the 2022 Djibouti Cooperation Agreement for the year ending 31 December 2022 exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules. In respect of the service fees receivable by CM Djibouti from Djibouti Industrial Parks Operation for the year ending 31 December 2022, the applicable percentage ratios set out in Rule 14.07 of the Listing Rules are less than 0.1% and therefore, these transactions constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules.

2022 MAWAN SMART PORT TECHNOLOGY SERVICES AGREEMENTS

On 24 December 2021, Haixing entered into the Mawan Smart Port Technology Services Agreements with Shekou Container Terminal, Chiwan Container Terminal, Chiwan Port Container and Mawan Port for a term of two years commenced from 1 January 2021 and ending on 31 December 2022.

For the purpose of Rule 14A.53 of the Listing Rules, on 23 December 2021, the Directors resolved to set the annual caps in respect of the service fees receivable by Shekou Container Terminal from Haixing under the respective 2022 Mawan Smart Port Technology Services Agreement as RMB10,811,300 (equivalent to approximately HK$13,184,512) for the year ending 31 December 2021 and RMB3,602,200 (equivalent to approximately HK$4,392,927) for the year ending 31 December 2022. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the services fees receivable by Shekou Container Terminal from Haixing under the respective 2022 Mawan Smart Port Technology Services Agreement for the year ending 31 December 2021 exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

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For the purpose of Rule 14A.53 of the Listing Rules, on 24 December 2021, the Directors resolved to set the annual caps in respect of the service fees payable by Haixing to each of Chiwan Container Terminal, Chiwan Port Container and Mawan Port under each of the respective 2022 Mawan Smart Port Technology Services Agreement. The applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each 2022 Mawan Smart Port Technology Services Agreement, on a standalone basis, are less than 0.1% and therefore, these transactions, on a standalone basis, constitute de minimis continuing connected transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from the shareholders' approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. However, as each 2022 Mawan Smart Port Technology Services Agreement entered into with Chiwan Container Terminal, Chiwan Port Container and Mawan Port are of similar nature or otherwise connected, these transactions will need to be aggregated as if they are one transaction. For the purpose of Rule 14A.53 of the Listing Rules, on 23 December 2021, the Directors resolved to set an aggregate annual cap in respect of the annual aggregate service fees payable by Haixing to Chiwan Container Terminal, Chiwan Port Container and Mawan Port under the 2022 Mawan Smart Port Technology Services Agreements as RMB14,988,700 (equivalent to approximately HK$18,278,902) for the year ended 31 December 2021 and RMB3,845,300 (equivalent to approximately HK$4,689,390) for the year ended 31 December 2022. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the aggregate services fees payable by Haixing to Chiwan Container Terminal, Chiwan Port Container and Mawan Port under the 2022 Mawan Smart Port Technology Services Agreements for the year ending 31 December 2021 exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

REVISION OF ANNUAL CAP OF HAIXING IT SYSTEM FRAMEWORK AGREEMENT

On 24 December 2021, the Directors resolved to revise the annual cap in respect of the service fees payable by Haixing to CMHIT under the Haixing IT System Framework Agreement at RMB35.6 million (equivalent to approximately HK$43.41 million) for the year ended 31 December 2021 and resolved to set an annual cap in respect of the services payable by Haixing to CMHIT under the Haixing IT System Framework Agreement at RMB15 million (equivalent to approximately HK$18.29 million) for the year ended 31 December 2022. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the annual cap for the fees payable under the Haixing IT System Framework Agreement for the year ending 31 December 2021 and 31 December 2022 exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

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China Merchants Port Holdings Co. Ltd. published this content on 24 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 December 2021 05:56:07 UTC.