Xiamen International Port : CONNECTED TRANSACTION FORMATION OF JOINT VENTURE COMPANY

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廈 門 國 際 港 務 股 份 有 限 公 司

XIAMEN INTERNATIONAL PORT CO., LTD*

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3378)

CONNECTED TRANSACTION

FORMATION OF JOINT VENTURE COMPANY

The Board announces that on 7 April 2021, XCTG (a non-wholly owned subsidiary of the Company) has entered into the JV Agreement with Nezha Technology and Fujian E-Port in respect of the formation of the JV Company with a registered capital of RMB15,000,000. Pursuant to the JV Agreement, upon establishment of the JV Company, its equity interest shall be owned by XCTG as to 51%, Nezha Technology as to 40% and Fujian E-Port as to 9% respectively and it will become a non-wholly owned subsidiary of the Company.

Since Fujian E-Port is a non-wholly owned subsidiary of Xiamen Port Holding, the controlling shareholder and a connected person of the Company, Fujian E-Port is also a connected person of the Company and hence the formation of the JV Company contemplated under the JV Agreement constitutes a connected transaction of the Company under the Listing Rules.

As the highest applicable Relevant Ratio (other than the profits ratio) is more than 0.1% but less than 5%, the formation of the JV Company contemplated under the JV Agreement is subject to the reporting and announcement requirements as set out in Chapter 14A of the Listing Rules, but is exempted from independent Shareholders' approval.

The Directors (including all the independent non-executive Directors) have approved the entering into of the JV Agreement and the formation of the JV Company contemplated thereunder.

Principal terms of the JV Agreement are summarised below:

Date	7 April 2021
Parties	(a) XCTG;

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			(b) Nezha Technology; and
			(c) Fujian E-Port.
Scope and	term	of	Subject to the approval of	the relevant market	supervision	and
business of	the	JV	administration authorities,	the scope of business of the	JV
Company			Company shall include development, production and integration of
			computer information system software, sale of self-produced
			products, provision of relevant technical solutions and after-sale
			services, big data services and technical consultation, data
			processing and electronic and intellectualised engineering
			construction etc.
			The initial term of business of the JV Company shall be 20 years
			from its date of establishment, which may be extended by way of
			approval of the shareholders of the JV Company.
Capital contribution	The proposed structure of the registered capital of the JV Company
			and the respective capital contribution in cash are as follows:
			Parties	Subscribed	Shareholding
				registered capital	percentage
					(in RMB)
			XCTG	7,650,000	51%
			Nezha Technology	6,000,000	40%
			Fujian E-Port		1,350,000		9%
			Total:		15,000,000	100%
			The respective capital contribution (i) was determined in good faith
			after arm's length negotiations among the parties with reference to
			the initial capital requirements of the JV Company to operate and
			develop its business and the parties' proportionate equity interests
			in the JV Company; and (ii) shall be paid by each party within 30
			calendar days after the business licence of the JV Company has
			been obtained, or such other time as may be unanimously agreed
			by the parties. It is intended that XCTG's capital contribution in
			the JV Company at RMB7,650,000 will be entirely funded by the
			Group's internal financial resources.
			Upon establishment of the JV Company, it will become a non-
			wholly owned subsidiary of the Company.
Management of the		The board of directors of the JV Company shall comprise of five
JV Company			directors, where two of whom shall be nominated by XCTG, two
			of whom shall be nominated by Nezha Technology and the
			remaining one shall be nominated by Fujian E-Port. The chairman

of the board of the JV Company (who will also become the legal representative of the JV Company) shall be nominated and appointed by Nezha Technology. In addition, the only supervisor of the JV Company shall also be nominated by Nezha Technology.

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	The management of the JV Company shall comprise of five
	members, where (i) the general manager, one of the deputy general
	managers and the finance manager shall be recommended by
	XCTG; and (ii) the other deputy manager and the finance deputy
	manager shall be recommended by Nezha Technology.
	The major matters of the JV Company regarding the formulation
	or determination of the annual budgets and final budgets, the profit
	distribution plans and loss indemnity plans shall require the
	consent of at least three-fifths of the directors of the JV Company
	or the consent of shareholders representing at least three-fifths of
	the voting rights of the JV Company. In this regard, XCTG has
	entered into an acting-in-concert agreement with Fujian E-Port to
	ensure that they will exercise their voting rights and decision-
	making rights in concert with XCTG as to material matters
	regarding the JV Company, which does not constitute any
	transaction under Chapter 14A of the Listing Rules as no
	consideration is involved.
Transfer restriction	No entire or partial transfer of equity interest in the JV Company to
	any third party shall be allowed unless such transfer (i) is made by
	one shareholder to any of its associates (which shall be under the
	same control of the selling shareholder or acting in concert with it)
	for its entire interest in the JV Company; or (ii) is agreed by the
	other non-selling shareholders and they have waived their pre-
	emptive rights in writing in accordance with the required
	procedures under the PRC company law.
Encumbrance	No shareholders of the JV Company shall have the right to pledge
	or encumber any equity interest in the JV Company, unless agreed
	by the other shareholders in writing in advance.

REASONS FOR AND BENEFITS FOR THE ENTERING INTO OF THE JV AGREEMENT

The Board is of the view that the entering into of the JV Agreement and the formation of the JV Company contemplated thereunder is beneficial to the Group and the Shareholders as a whole as the Group is able to cooperate with two partners with solid expertise and experience for providing high-quality IT products and services for the port logistics industry in PRC in the joint development of a unified, stable and reliable TOS (i.e. Terminal Operating System) with self-owned intellectual property rights by the JV Company, so as to facilitate the internal and external linking-up and integration of the Group's upstream and downstream supply chain participants in a cost-effective manner, which could enhance the business operation efficiency and the revenue of the Group as a result.

The Directors (including all the independent non-executive Directors) have approved the entering into of the JV Agreement and the formation of the JV Company contemplated thereunder. They have considered the terms of the JV Agreement and are of the view that the same are on normal commercial terms, are concluded in the ordinary and usual course of

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business of the Group, and are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Since (i) Mr. Cai Liqun is the general manager of Xiamen Port Holding; (ii) Mr. Chen Zhaohui is a deputy general manager of Xiamen Port Holding; (iii) Mr. Chen Zhiping, being the chairman of Xiamen Port Holding; (iv) Mr. Fu Chengjing, being a deputy general manager and the chief accountant of Xiamen Port Holding; (v) Mr. Huang Zirong, being the chief engineer of Xiamen Port Holding, and (vi) Ms. Bai Xueqing, being a deputy general manager of Xiamen Port Holding, are considered to have a material interest in the JV Agreement and the formation of the JV Company contemplated thereunder, each of them is required to abstain, and has abstained, from voting on the resolutions passed by the Board for approving the JV Agreement and the formation of the JV Company contemplated thereunder as required under the Listing Rules and the applicable rules and regulations.

LISTING RULES IMPLICATIONS

Since Fujian E-Port is a non-wholly owned subsidiary of Xiamen Port Holding, the controlling shareholder and a connected person of the Company, Fujian E-Port is also a connected person of the Company and hence the formation of the JV Company contemplated under the JV Agreement constitutes a connected transaction of the Company under the Listing Rules.

As the highest applicable Relevant Ratio (other than the profits ratio) is more than 0.1% but less than 5%, the formation of the JV Company contemplated under the JV Agreement is subject to the reporting and announcement requirements as set out in Chapter 14A of the Listing Rules, but is exempted from independent Shareholders' approval.

GENERAL

The Group is the largest port terminal operator in Xiamen, the PRC, and is also the only group providing full-scale port integrated logistics services in Xiamen. The Group is principally engaged in, inter alia, (i) container loading and unloading and storage for international and domestic trade; (ii) bulk/general cargo loading and unloading and storage for international and domestic trade; and (iii) port integrated logistics services, which mainly include shipping agency, tallying, tugboat-assisted berthing and unberthing and port-related logistics in Xiamen.

Nezha Technology is a newly established company specialised in the provision of information system integration services and development of AI application software. To the best of the Board's knowledge, information and belief, having made all reasonable enquiries, Nezha Technology, together with its ultimate beneficial owner, are not connected persons of the Company and are third parties independent of the Company and its connected persons.

Fujian E-Port is a non-wholly owned subsidiary of Xiamen Port Holding and is principally engaged in the development and operation of the Fujian E-Port public platform. To the best of the Board's knowledge, information and belief, having made all reasonable enquiries, the ultimate beneficial owner of Fujian E-Port is Fujian SASAC.

DEFINITIONS

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In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board"	the board of Directors of the Company;
"Company"	Xiamen International Port Co., Ltd* (廈門國際港務股份有限
	公司), a joint stock limited company incorporated in the PRC,
	the H Shares of which are listed on the Stock Exchange;
"connected person"	has the meaning ascribed thereto under the Listing Rules;
"controlling shareholder"	has the meaning ascribed thereto under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Fujian E-Port"	Fujian Electronic Port Co., Ltd.* (福建電子口岸股份有限
	公 司 ), a non-wholly owned subsidiary of Xiamen Port
	Holding;
"Group"	the Company and its subsidiaries;
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC;
"JV Agreement"	the joint venture agreement dated 7 April 2021 entered into
	between XCTG, Nezha Technology and Fujian E-Port in
	respect of the formation of the JV Company;
"JV Company"	Xiamen iTOS Technoloy Co., Ltd. (廈門智拓思科技有限
	公司)(tentative name);
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited;
"Nezha Technology"	Nezha Smart Port & Shipping Technology (Shanghai) Co.,
	Ltd.* (哪吒港航智慧科技(上海)有限公司);
"PRC"	the People's Republic of China which, for the purpose of
	this announcement, excludes Hong Kong, Macau and
	Taiwan;
"Relevant Ratios"	the five ratios as set out in Rule 14.07 of the Listing Rules;
"RMB"	Renminbi, the lawful currency of the PRC;
"Share(s)"	shares of nominal value RMB1.00 each in the share capital
	of the Company;
"Shareholder(s) "	holder(s) of Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
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"XCTG"	Xiamen Container Terminal Group Co., Ltd.* (廈門集裝箱
	碼頭集團有限公司), a non-wholly owned subsidiary of the
	Company;
"Fujian SASAC"	the State-owned Assets Supervision and Administration
	Commission of the People's Government of Fujian
	Province* (福建省人民政府國有資產監督管理委員會),
	which is the authority for supervision and administration of
	state-owned assets in Fujian Province; and
''%''	per cent.

By order of the Board

Xiamen International Port Co., Ltd

Cai Changzhen

Company Secretary

Xiamen, the PRC, 7 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. Cai Liqun, Mr. Chen Zhaohui, Mr. Lin Fuguang and Mr. Chen Zhen; the non-executive directors of the Company are Mr. Chen Zhiping, Mr. Fu Chengjing, Mr. Huang Zirong and Ms. Bai Xueqing; and the independent non-executive directors of the Company are Mr. Liu Feng, Mr. Lin Pengjiu, Mr. Jin Tao and Mr. Ji Wenyuan.

• For identification purposes only

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