Annual Report 2023

ANNUAL REPORT 2023 65 Notes: 1. Each of China Merchants Steam Navigation Company Limited (“ CMSN ”), China Merchants Shekou Industrial Zone Holdings Co., Ltd. (“ CMSIZ ”) and Sinotrans & CSC Holdings Co., Ltd. (“ Sinotrans CSC ”) is a subsidiary of China Merchants Group Limited (“ CMG ”). CMG is deemed to be interested in 3,012,645,132 shares, which represents the aggregate of 2,986,041,132 shares deemed to be interested by CMSN (see Note 2 below), 3,000,000 shares deemed to be interested by CMSIZ (see Note 3 below) and 23,604,000 shares deemed to be interested by Sinotrans CSC (see Note 4 below). 2. China Merchants Holdings (Hong Kong) Company Limited (“ CMHK “) is wholly-owned by CMSN, and Broadford Global Limited (“ Broadford ”) is in turn wholly-owned by CMHK. Rainbow Reflection Limited (“ Rainbow ”) is 74.66%-owned by Broadford and 25.34%-owned by China Merchants Union (BVI) Limited (“ CMU ”), which is in turn 50%-owned by CMHK. China Merchants Port Investment Development Company Limited (“ CMPID ”) is in turn wholly-owned by Rainbow. CMPG is 45.96%-owned by CMPID. CMSN is deemed to be interested in 2,986,041,132 shares which are deemed to be interested by CMHK. Such shares represent the aggregate of 917,104,986 shares beneficially held by CMU and 2,068,936,146 shares deemed to be held by CMPG. Port Development (Hongkong) Company Limited (“ Port Development “) is wholly-owned by CMPG. CMPG is deemed to be interested in 2,068,936,146 shares. Such shares represented the aggregate of 2,053,155,563 shares beneficially owned by Port Development and 15,780,583 shares beneficially held by CMPG. 3. Top Chief Company Limited (“ Top Chief ”) is wholly-owned by CMSIZ and Orienture Holdings Company Limited (“ Orienture ”) is in turn wholly-owned by Top Chief. CMSIZ is deemed to be interested in the 3,000,000 shares which are deemed to be interested by Top Chief. Such shares represent the 3,000,000 shares beneficially held by Orienture. 4. China Merchants Investment Development (Hong Kong) Limited (“ CMID (HK) ”) is 100%-owned by Sinotrans Shipping (Holdings) Limited (“ SSHL ”), which is wholly-owned by Sinomarine Limited (“ Sinomarine ”), which is in turn wholly-owned by Sinotrans CSC. Therefore, each of SSHL, Sinomarine and Sinotrans CSC is deemed to be interested in 23,604,000 shares beneficially held by CMID (HK). 5. According to the disclosure of interests form submitted by Pagoda Tree Investment Company Limited (“ Pagoda Tree ”) on 3 August 2020, 50% interest in CMU is owned by Verise Holdings Company Limited (“ Verise Holdings ”), which is wholly-owned by CNIC Corporation Limited (“ CNIC Corporation ”), which is in turn 90%-owned by Compass Investment Company Limited (“ Compass Investment ”), which is in turn wholly-owned by Pagoda Tree. Therefore, each of Verise Holdings, CNIC Corporation, Compass Investment and Pagoda Tree is deemed to be interested in the 801,294,878 shares beneficially held by CMU. Short Positions Nil Save as disclosed above, there was no person, other than a Director or chief executive of the Company, who has an interest or short position in the shares and underlying shares of the Company as recorded in the register of the Company kept under section 336 of the SFO. DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save as disclosed in the 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 Save as disclosed above, no equity-linked agreements were entered into during the year or subsisted at the end of the year.