Shenzhen Chiwan Wharf Holdings Limited (SZSE:200022) entered into an agreement to acquire 39.45% stake in China Merchants Port Holdings Company Limited (SEHK:144) from China Merchants Investment Development Company Limited for CNY 24.7 billion on June 19, 2018. The consideration will be settled by issuing 1.15 billion shares of Shenzhen Chiwan Wharf Holdings Limited to China Merchants Investment Development Company Limited at an issuance price of CNY 21.46 per share for acquiring 1.3 billion shares of China Merchants Port Holdings. As of September 14, 2018, the dividend distribution by China Merchants Port Holdings Company Limited in form of scrip resulted in additional 44.45 million shares with China Merchants Investment Development, which will be part of this transaction and adjusted as per agreement. As part of the material asset reorganization, Shenzhen Chiwan Wharf Holdings Limited entered into acting in concert agreement with China Merchants Holdings (Hong Kong) Company Limited. China Merchants Investment Development Company Limited will not hold any stake post completion.

The deal is subject to approval from the shareholders of Shenzhen Chiwan Wharf Holdings Limited at the meeting and approval of China Securities Regulatory Commission. The transaction has been approved by the Board of Directors of Shenzhen Chiwan Wharf Holdings at the 5th interim session for 2018 of the 9th directorate meeting held on June 19, 2018, approved by China Merchants Group Limited on June 19, 2018, approved from internal decision making authorities of China Merchants Investment Development Company Limited and approved from State-owned Assets Supervision and Administration Commission of the State Council on June 28, 2018. Shenzhen Chiwan Wharf's 2018, 2nd extraordinary general meeting on July 26, 2018 reviewed and approved the deal. As of October 9, 2018, CSRC carried out audit work for their 2018, 47th meeting of the acquisition and mergers audit committee and as a result, Shenzhen Chiwan's issuance plan was conditionally approved. As of October 31, 2018, China Securities Regulatory Commission approved to issue 1.15 billion shares to China Merchants and the approval is valid for 12 months. As of November 5, 2018, the transaction received the foreign investment enterprise change recordation receipt issued by the Economic, Trade and Information Commission of Shenzhen Municipality. Shenzhen Chiwan Wharf Holdings Limited has completed the relevant foreign investment enterprise change recordation procedures for this transaction.

Zhang Jinsheng, Chen Jianjian, He Yanxin, Yang Jun, Qian Yunhao, Huang Zihua, Su Qifeng, Shen Jingyan, Shang Lupeng and Luo Yize of CITIC Securities Company Limited (SHSE:600030) acted as financial advisors, Luo Shaobo, Wang Yuting, Wei Jinyang, Wen Lihua, Yue Dong, Zhang Haiming, Yu Hongqiao, He Haizhou, Dong Shengchen of China Merchants Securities Co., Ltd. (SHSE:600999) acted as financial advisors, Liu Yongzhao, Wei Wei and Chen Shanshan of Jun He Law Offices acted as legal advisors and Huang Yue, Jiang Qishen, Wu Wangbin and He Cuihong of Deloitte Touche Tohmatsu Certified Public Accountants LLP acted as accountants for Shenzhen Chiwan Wharf Holdings Limited. Kevin Cheung, Iris Yeung, Amy Chan, Yidan Ren, Joy Li, Victoria Loo, Jonathan Lim, Rémy Bonneau, Guillaume Couvert, Marc Petitier, Aymeric Voisin, Clémence Graffan, Gabriel Silva, Cyril Kalfat and Teo Galvao of Linklaters acted as legal advisors for Shenzhen Chiwan Wharf Holdings Limited. UBS acted as financial advisor to China Merchants Port.

Shenzhen Chiwan Wharf Holdings Limited (SZSE:200022) completed the acquisition of 39.45% stake in China Merchants Port Holdings Company Limited (SEHK:144) from China Merchants Investment Development Company Limited on November 16, 2018.