Annual Report 2019

89 ANNUAL REPORT 2019 of the various interest in land in Qianhai, Shenzhen. The total consideration payable for the transactions contemplated by the Land Restructuring Agreement will comprise (i) a new land in Qianhai, Shenzhen after the Reclassification with an area of approximately 425,300 square meters and a value of approximately RMB43.21 billion (equivalent to approximately HK$49.3 billion) to be granted to A2 Company; and (ii) another piece of land located in Dachan Bay Port Phase II ( 大鏟灣港區二 期 ) with the same area and corresponding coastal length equivalent to a prescribed area comprising approximately 55% of the area of lands (with an aggregate land area of 965,958.41 square metres) held by Antongjie and Ansujie to be transferred to the Group. As CMSA, CMSIZ, CMSIZ Subsidiaries, A1 Company and A2 Company are subsidiaries of CMG, the ultimate holding company of the Company, they are therefore connected persons of the Company and the Debt Confirmation Agreement, the Debt Assignment Agreement and the Capital Increase Agreement constitute connected transactions of the Company under the Listing Rules. (b) On 22 January 2019, the Company, China Merchants Investments Limited ( 招商局投資有限公司 ) (“ CMI ”), Cheer Signal Investment Limited ( 喜銓投資有限公司 ) (“ Cheer Signal ”) and Lac Assal Investment Holding Company Limited ( 阿薩勒湖投資控股有限公司 ) (the “ Asset Joint Venture ”) entered into a supplemental shareholders agreement (the “ Supplemental Shareholders Agreement ”) in relation to the Asset Joint Venture to set out the terms of the capital increase into the Asset Joint Venture (the “ Capital Increase ”). The parties agreed that the share capital of the Asset Joint Venture shall be increased to US$60,060,000 (equivalent to approximately HK$468,468,000) by issuing and allotting 30,000,000 shares of the Asset Joint Venture to the parties in accordance with their respective shareholdings in the Asset Joint Venture. Accordingly, the Company, CMI and Cheer Signal agreed to contribute US$12,000,000 (equivalent to approximately HK$93,600,000), US$12,000,000 (equivalent to approximately HK$93,600,000) and US$6,000,000 (equivalent to approximately HK$46,800,000), respectively into the Asset Joint Venture. Upon the completion of the Capital Increase, the share capital of the Asset Joint Venture shall comprise 60,060,000 shares of which, the Company, CMI and Cheer Signal shall hold 24,024,000, 24,024,000 and 12,012,000 shares, respectively. Each of CMI, Cheer Signal and the Asset Joint Venture is an associate of CMG, the ultimate holding company of the Company, and therefore connected persons of the Company. Accordingly, the Supplemental Shareholders Agreement constitute a connected transaction of the Company under the Listing Rules. (c) On 19 March 2019, subsequent to an invitation for public tender and the consideration of tender documents from tenderers, Shenzhen Haixing Port Development Company Limited ( 深圳海星港口發展 有限公司 ) (“ Haixing ”), a subsidiary of the Company, entered into the a IT system development agreement (the “ Haixing IT System Development Agreement ”) with China Merchants Holdings (International) Information Technology Company Limited ( 招商局國際資訊技術有 限公司 ) (“ CMHIT ”), pursuant to which, CMHIT agreed develop the Haixing Smart Port IT System ( 海星智慧 港資訊化系統 ) (“ Haixing IT System ”) for Haixing, including the provision of implementation, training and maintenance services of the Haixing IT System. The total consideration payable by Haixing to CMHIT under the Haixing IT System Development Agreement is RMB109,893,231.40 (equivalent to approximately HK$129,286,154.59). The total consideration is payable by Haixing to CMHIT in multiple instalments. CMHIT is held by the Company and CMPG as to 76.84% and 23.16%, respectively. Since CMPG is a substantial shareholder of the Company and a subsidiary of CMG, the ultimate holding company of the Company, CMPG is a connected person of the Company and CMHIT is a connected subsidiary of the Company under the Listing Rules. Accordingly, the transaction contemplated under the Haixing IT System Development Agreement constitutes a connected transaction of the Company under the Listing Rules.