Annual Report 2023

Report of the Directors CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED 66 CONNECTED TRANSACTIONS During the year ended 31 December 2023, 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) Details of connected transactions are set out below: (i) Reference is made to the announcement of the Company dated 6 April 2023. On 6 April 2023, Colombo International Container Terminals Limited (“ CICT ”) (a 85%-owned subsidiary of the Company) entered into a structured lease agreement as lessee with Ocean Driller III Limited (“ Ocean Driller III ”) as lessor (the “ Structured Lease Agreement ”). Pursuant to the Structured Lease Agreement, CICT agreed to transfer all legal and beneficial right, title and interest in and to the equipment of (i) ZPMC 3Quay Crane (No. 1, 2 & 3); (ii) ZPMC 3Quay Crane (No. 4, 5 & 6); (iii) ZPMC 3Quay Crane (No. 7, 8 & 9); and (iv) ZPMC 3Quay Crane (No. 10, 11 & 12), including all units and parts to Ocean Driller III (together, the “ Equipment ”), and Ocean Driller III agreed to accept and be granted all legal and beneficial right, title and interest in and to the Equipment, with the intention that Ocean Driller III shall then immediately lease the Equipment back to CICT for the period commencing on the date on which the following payment of consideration takes place (the “ Remittance Date ”), and ending on the date falling 364 days after the Remittance Date, unless terminated earlier in accordance with the provisions of the Structured Lease Agreement. The consideration under the Structured Lease Agreement is US$49.00 million (equivalent to approximately HK$385.00 million) or such other amount as may be agreed between CICT and Ocean Driller III in writing (but in any event not exceeding 86% of the value of the Equipment as agreed between CICT and Ocean Driller III) (the “ Consideration ”). Subject to Ocean Driller III’s election, its obligation to pay the Consideration may be set off against CICT’s obligation to pay the deposit (being an amount equivalent to 5% of the Consideration) under the Structured Lease Agreement, such that Ocean Driller III shall only be required to pay an amount equivalent to the Consideration less the Deposit). Ocean Driller III is an indirect wholly-owned subsidiary of CMG, the ultimate holding company of the Company, and therefore a connected person of the Company. Accordingly, the transaction contemplated under the Structured Lease Agreement constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. (ii) Reference is made to the announcement of the Company dated 21 April 2023. On 21 April 2023, Fortune Centre Group Limited (“ FCGL ”) (a wholly-owned subsidiary of the Company), entered into a shareholders agreement (the “ Shareholders Agreement ”) with Access Engineering PLC (“ Access Engineering ”) and Sri Lanka Ports Authority (“ SLPA ”), in relation to the establishment and governance of South Asia Commercial and Logistics Hub Limited (the “ SACLH ”) for the implementation of the financing, design, construction, development, operation, management and maintenance of the “South Asia Commercial Logistics Hub”, a logistics centre in the Port of Colombo, by the SACLH and SLPA via a public-private partnership model (the “ SACLH Project ”). The issued share capital of the SACLH will be US$84.00 million (equivalent to approximately HK$659.00 million), among which, FCGL agrees to contribute in cash of US$58.80 million (equivalent to approximately HK$462.00 million), representing 70% of the total issued share capital of the SACLH; Access Engineering agrees to contribute in cash of US$12.60 million (equivalent to approximately HK$99.00 million), representing 15% of the total issued share capital of the SACLH; and SLPA agrees to contribute in cash of US$12.60 million (equivalent to approximately HK$99.00 million), representing 15% of the total issued share capital of the SACLH. On the same day, the SACLH entered into a build-operate-transfer agreement (the “ BOT Agreement ”) with SLPA. Pursuant to