Annual Report 2023

Report of the Directors CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED 72 Notes: (i) Reference is made to the announcement of the Company dated 8 April 2022, as supplemented by the announcement dated 14 April 2022. The Group has been providing various terminal services to the MSC Group with respect to various ports and terminals operated by the members of the Group (the “ Terminal Services Transactions ”). On 8 April 2022, pursuant to the connected transactions management policy adopted by the Company which sets out the guidelines to be abided by members of the Group for the purposes of conducting connected transactions pursuant to the Listing Rules, the relevant members of the Group and relevant members of the MSC Group entered into specific agreements in respect of each of the Terminal Services Transactions. On the same date, the Directors resolved to set an annual cap in respect of the annual aggregate maximum amount of service fees receivable by members of the Group from the MSC Group for the Terminal Services Transactions at HK$2,520.00 million for the year ending 31 December 2023. The aggregate service fees received and receivable by the Group from the MSC Group for the Terminal Services Transactions in the year ended 31 December 2023 were HK$1,844.82 million. MSC indirectly holds 50% of Lomé Container Terminal S.A., a subsidiary of the Company, and accordingly, MSC is a connected person of the Company at a subsidiary level. (ii) Reference is made to the announcement of the Company dated 29 September 2022. On 29 September 2022, CMBL, a 60%-owned subsidiary of the Company, and Shenzhen Nanyou entered into a warehouse service agreement in relation to the warehouse services to be provided by Shenzhen Nanyou to CMBL in Qianhai, Shenzhen for a term of three years commencing on the closing date which was within 10 business days after Shenzhen Nanyou had obtained the project completion acceptance report and the written completion records from the fire protection department (the “ Warehouse Service Agreement ”). The fees payable to Shenzhen Nanyou consist of service fees and management fees, and CMBL shall also provide security deposits to Shenzhen Nanyou in cash and bank guarantee. The Directors resolved to set the annual caps in respect of the total fees payable to Shenzhen Nanyou under the Warehouse Service Agreement for each of the years ended/ending 31 December 2022, 2023, 2024 and 2025 at RMB11.00 million (equivalent to approximately HK$12.22 million), RMB45.00 million (equivalent to approximately HK$50.00 million), RMB46.00 million (equivalent to approximately HK$51.11 million) and RMB36.00 million (equivalent to approximately HK$40.00 million). The total fees paid and payable by CMBL to Shenzhen Nanyou under the Warehouse Service Agreement in the year ended 31 December 2023 were RMB35.72 million (equivalent to approximately HK$39.68 million). Shenzhen Nanyou is a subsidiary of CMG, the ultimate holding company of the Company, and accordingly, a connected person of the Company. (iii) Reference is made to the announcement of the Company dated 29 September 2022. On 29 September 2022, the Company and China Merchants Finance entered into a financial services agreement to set out the framework for future transactions in relation to (i) the depositing of money by the Group with China Merchants Finance; (ii) the provision of clearing and settlement services by China Merchants Finance; (iii) the provision of loans and other credit services by China Merchants Finance; (iv) the provision of foreign exchange clearance and settlement services; and (v) the provision of other financial services (including wealth management, securities underwriting and financial consultancy services), for a term of three years commencing on 23 December 2022 and ending on 22 December 2025 (the “ 2023 Financial Services Agreement ”). With respect to (i) the depositing of money by the Group with China Merchants Finance, the Directors had resolved to set the maximum amount of deposit at HK$2,100.00 million at any point of time during the term of the 2023 Financial Services Agreement. With respect to (ii) the fees payable by the Group for the provision of clearing and settlement services; (iii) the fees payable by the Group for the provision of foreign exchange clearance and settlement services; (iv) the fees payable by the Group for the provision of other financial services; and (v) the interest income arising from the depositing of money by the Group under the 2023 Financial Services Agreement, the Directors resolved to set the annual caps at HK$10.00 million, HK$10.00 million, HK$10.00 million and HK$81.00 million, for each of the years ending 31 December 2023, 2024 and 2025. The annual caps for the fees payable for the (i) provision of clearing and settlement services; (ii) provision of foreign exchange clearance and settlement services; and (iii) provision of other financial services are less than 0.1% of the applicable percentage ratios and are therefore de minimis continuing connected transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from the shareholders’ approval, annual review and all disclosure requirements under Chapter 14A of the Listing Rules. With respect to the depositing of money by the Group with China Merchants Finance, the maximum amount of deposit placed by the Group during the year ended 31 December 2023 was HK$2,010.45 million. The total interest income received and receivable by the Company under the 2023 Financial Services Agreement in the year ended 31 December 2023 was HK$20.96 million. China Merchants Finance is a subsidiary of CMG, the ultimate holding company of the Company, and accordingly, a connected person of the Company. (iv) Reference is made to the announcement of the Company dated 29 December 2022. On 29 December 2022, China Merchants Container Services Limited ( 招商局貨櫃服務有限公司 ) (“ CMCS ”), an indirect wholly-owned subsidiary of the Company, and Yiu Lian entered into a ship berthing services agreement, pursuant to which Yiu Lian agreed to continue to provide barges for bringing ships into and from the Tsing Yi Terminal for a term of one year commencing on 1 January 2023 and ending on 31 December 2023 at a rate of HK$3,300.00 per barge, and CMCS shall be responsible for the payment of fuel oil surcharge of HK$390.00 per barge for each time the barge has brought ships into and from the Tsing Yi Terminal (the “ 2023 Ship Berthing Services Agreement ”). The Directors resolved to set the annual cap in respect of the aggregate ship berthing fees payable by CMCS under the 2023 Ship Berthing Services Agreement for the year ending 31 December 2023 at HK$12.00 million. The aggregate ship berthing fees paid and payable by CMCS to Yiu Lian under the ship berthing services agreement in connection with the service period in the year ended 31 December 2023 were HK$8.12 million. Yiu Lian is an indirect wholly-owned subsidiary of CMG, the ultimate holding company of the Company, and accordingly, a connected person of the Company. (v) Reference is made to the announcement of the Company dated 29 December 2022. On 29 December 2022, the Company and CMIT entered into a comprehensive services framework agreement to set out the framework for future transactions in relation to the provision of technology consulting services, software development and information systems integration services by CMIT to members of the Group for a term of two years commencing on 1 January 2023 and ending on 31 December 2024 (the “ 2023 CMIT Comprehensive Services Framework Agreement ”). The Directors resolved to set the annual cap in respect of the aggregate service fees payable by the Group under the 2023 CMIT Comprehensive Services Framework Agreement for each of the two years ending 31 December 2023 and 31 December 2024 at RMB300.00 million (equivalent to approximately HK$330.00 million). The aggregate service fees paid and payable by the Group to CMIT under the comprehensive services framework agreement in connection with the service period in the year ended 31 December 2023 were RMB80.60 million (equivalent to approximately HK$89.54 million). CMIT is a subsidiary of CMPG, a substantial shareholder of the Company, and accordingly, a connected person of the Company.