China Merchants Port : CONNECTED TRANSACTIONS - CAPITAL INJECTION INTO AND ISSUANCE OF EQUITY INTEREST BY CMHIT

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)

CONNECTED TRANSACTIONS

CAPITAL INJECTION INTO AND ISSUANCE OF

EQUITY INTEREST BY CMHIT

THE EQUITY SUBSCRIPTION AND CAPITAL INJECTION AGREEMENT

The Board is pleased to announce that on 18 December 2020, (a) the Company, (b) CMPG, (c) Dalian Port Container, (d) Dalian Port Jifa Logistics, (e) Yingkou Port Group and (f) CMHIT, a subsidiary of the Company, entered into the Equity Subscription and Capital Injection Agreement, pursuant to which (i) Dalian Port Container, Dalian Port Jifa Logistics and Yingkou Port Group agreed to make capital contributions to CMHIT in the total amount equivalent to RMB80,494,900 (equivalent to approximately HKD95.5 million) (of which RMB37,848,200 (equivalent to approximately HKD44.9 million) will be credited as the registered capital of CMHIT and the remaining amount will be credited as the capital reserve of CMHIT) by way of the DPN Equity Transfers and Gangxin Technology Equity Transfer; and (ii) the Company and CMPG agreed to waive any pre-emptive rights they might have in subscribing for any equity interests in CMHIT.

Upon Completion, (i) the equity interests in CMHIT held by the Company will decrease from approximately 76.84% to approximately 43.74%, and (ii) Gangxin Technology and DPN will become the subsidiaries of CMHIT, which will hold 100% equity interests in Gangxin Technology and approximately 79.03% equity interests in DPN. CMHIT will cease to be a subsidiary of the Company and its results will no longer be consolidated into the consolidated financial statements of the Group upon the Completion.

− 1 −

LISTING RULES IMPLICATIONS

Following the completion of the Capital Injection, the equity interests in CMHIT held by the Company will decrease from approximately 76.84% to approximately 43.74%. CMHIT will cease to be a subsidiary of the Company and its results will no longer be consolidated into the consolidated financial statements of the Group upon the Completion. Accordingly, the Capital Injection constitutes a deemed disposal for the Company under Rule 14.29 of the Listing Rules. Further, as a result of the Capital Injection, CMHIT will acquire (1) approximately 79.03% equity interests in DPN by way of DPN Equity Transfers and (2) 100% equity interests in Gangxin Technology by way of the Gangxin Technology Equity Transfer. Therefore, the Capital Injection also constitutes an Acquisition by the Group.

As at the date of this announcement, CMHIT is held by the Company and CMPG as to approximately 76.84% and approximately 23.16%, respectively. As CMPG holds approximately 40.91% equity interests in the Company, CMPG is a substantial shareholder of the Company and thus a connected person of the Company at the issuer level. Accordingly, CMHIT is a connected subsidiary of the Company under the Listing Rules.

As at the date of this announcement, CMG, being the ultimate holding company and a connected person of the Company, indirectly holds approximately 41.18% equity interests in both Dalian Port Container and Dalian Port Jifa Logistics. Each of Dalian Port Container and Dalian Port Jifa Logistics is therefore a connected person of the Company.

As at the date of this announcement, CMG, being the ultimate holding company and a connected person of the Company, indirectly holds approximately 45.92% equity interests in Yingkou Port Group. Yingkou Port Group is therefore a connected person of the Company.

Therefore, the Capital Injection, including both the Deemed Disposal and the Acquisition, constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio for the Capital Injection in respect of each of the Deemed Disposal and the Acquisition exceeds 0.1% but is less than 5%, the Capital Injection is subject to the reporting and announcement requirements, but exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

− 2 −

1. INTRODUCTION
   The Board is pleased to announce that on 18 December 2020, (a) the Company,
   (b) CMPG, (c) Dalian Port Container, (d) Dalian Port Jifa Logistics, (e) Yingkou Port Group and (f) CMHIT, a subsidiary of the Company, entered into the Equity Subscription and Capital Injection Agreement, pursuant to which (i) Dalian Port Container, Dalian Port Jifa Logistics and Yingkou Port Group agreed to make capital contributions to CMHIT in the total amount equivalent to RMB80,494,900 (equivalent to approximately HKD95.5 million) (of which RMB37,848,200 (equivalent to approximately HKD44.9 million) will be credited as the registered capital of CMHIT and the remaining amount will be credited as the capital reserve of CMHIT) by way of DPN Equity Transfers and Gangxin Technology Equity Transfer; and (ii) the Company and CMPG agreed to waive any pre-emptive rights they might have in subscribing for any equity interests in CMHIT.
2. THE EQUITY SUBSCRIPTION AND CAPITAL INJECTION AGREEMENT
   The key terms of the Equity Subscription and Capital Injection Agreement are set out below:
   Date
   18 December 2020
   Parties
   (1) the Company (as an Original Shareholder of CMHIT)
   (2) CMPG (as an Original Shareholder of CMHIT)
   (3) Dalian Port Container (as a Subscriber)
   (4) Dalian Port Jifa Logistics (as a Subscriber)
   (5) Yingkou Port Group (as a Subscriber)
   (6) CMHIT

− 3 −

Subject Matter

Subject to the terms and conditions of the Equity Subscription and Capital Injection Agreement, the registered capital of CMHIT will be increased by RMB37,848,200 (equivalent to approximately HKD44.9 million). The amounts of the capital injection by each Subscriber are as follows:

1. Dalian Port Container will make capital injection to CMHIT in the amount of RMB41,809,500 (equivalent to approximately HKD49.6 million), of which RMB19,658,600 (equivalent to approximately HKD23.3 million) will be credited as the registered capital of CMHIT and the remaining amount will be credited as the capital reserve of CMHIT;
2. Dalian Port Jifa Logistics will make capital injection to CMHIT in the amount of approximately RMB24,767,300 (equivalent to approximately HKD29.4 million), of which RMB11,645,400 (equivalent to approximately HKD13.8 million) will be credited as the registered capital of CMHIT and the remaining amount will be credited as the capital reserve of CMHIT; and
3. Yingkou Port Group will make capital injection to CMHIT in the amount of approximately RMB13,918,100 (equivalent to approximately HKD16.5 million), of which RMB6,544,200 (equivalent to approximately HKD7.7 million) will be credited as the registered capital of CMHIT and the remaining amount will be credited as the capital reserve of CMHIT.

The shareholding structure of CMHIT before and upon the Completion is set out below:

	Before Completion	Upon the Completion
	Percentage of equity	Percentage of equity
	interests in CMHIT	interests in CMHIT
	(%)		(%)
the Company	76.84%		43.74
CMPG	23.16%		13.18
Dalian Port Container		-	22.38
Dalian Port Jifa Logistics		-	13.26
Yingkou Port Group		-			7.44
Total	100.00		100.00

− 4 −