Annual Report 2019

Report of the Directors 88 CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED CONNECTED TRANSACTIONS During the year ended 31 December 2019, the Group entered into the following transactions, which constituted connected transactions under the Listing Rules, and are required to be disclosed in accordance with Chapter 14A of the Listing Rules: (a) On 11 January 2019, Ansujie Port and Warehouse Services (Shenzhen) Company Limited ( 安速捷碼頭倉 儲服務 ( 深圳 ) 有限公司 ) (“ Ansujie ”) and Antongjie Port and Warehouse Services (Shenzhen) Company Limited ( 安通捷碼頭倉儲服務 ( 深圳 ) 有限公司 ) (“ Antongjie ”) (both being indirect wholly-owned subsidiaries of the Company) entered into (i) a debt confirmation agreement (the “ Debt Confirmation Agreement ”) with Shenzhen China Merchants Shekou Asset Management Company Limited ( 深圳市招商局蛇口資 產管理有限公司 ) (“ CMSA ”), CMSIZ and a number of subsidiaries of CMSIZ (the “ CMSIZ Subsidiaries ”), (ii) a debt assignment agreement (the “ Debt Assignment Agreement ”) with CMSA and Shenzhen China Merchants Qianhai Chidi Asset Company Limited ( 深 圳市招商前海馳迪實業有限公司 ) (“ A2 Company ”) and (iii) a capital increase agreement (the “ Capital Increase Agreement ”) with, among others, CMSA, CMSIZ and CMSIZ Subsidiaries in relation to the two capital increase in Shenzhen China Merchants Qianhai Assets Development Co. Ltd. ( 深圳市招商前海實業 發展有限公司 ) (“ A1 Company ”). These transactions were entered into by the Group to facilitate a land restructuring agreement entered into by the Group on 24 December 2018 (the “ Land Restructuring Agreement ”) with the Shenzhen Urban Planning, Land and Resources Commission ( 深圳市規劃和國土資源 委員會 ), the Shenzhen Qianhai Shenzhen-Hong Kong Modern Services Commission ( 深圳市前海深港現代服 務業合作區管理局 ), CMG, CMSA, CMSIZ, the CMSIZ Subsidiaries and A2 Company in relation to the disposal DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save as disclosed in this Annual Report, at no time during the year was the Company, its parent company, or any of its subsidiaries or fellow subsidiaries a party to any arrangements to enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. PERMITTED INDEMNITY PROVISION The Articles of Association of the Company provides that subject to the provisions of the Companies Ordinance, but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director of the Company shall be indemnified out of the assets of the Company against any liability, loss or expenditure incurred by him in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done by him as Director of the Company and in which judgment is given in his favour or in which he is acquitted, or incurred in connection with any application in which relief is granted to him by the court from liability in respect of any such act or omission. The Company has taken out insurance against the liabilities and costs associated with defending any proceedings which may be brought against the Directors of the Company. EQUITY-LINKED AGREEMENTS Details of the Share Option Scheme is set out in this report and note 31 to the consolidated financial statements. Save as disclosed above, no equity-linked agreements were entered into during the year or subsisted at the end of the year.