招商局港口(00144.HK)终止斯里兰卡南亚商贸物流枢纽关联交易项目，撤回约1.62亿港元投资款

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responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.

港口 控 股 有 限 公 司
CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 00144)

ANNOUNCEMENT
TERMINATION OF CONNECTED TRANSACTION
SOUTH ASIA COMMERCIAL AND LOGISTICS HUB PROJECT
TERMINATION OF CONNECTED TRANSACTION
This announcement is made by China Merchants Port Holdings Company Limited
(the “Company”, together with its subsidiaries, the “Group”) pursuant to Rule
14A.35 of the Listing Rules. Reference is made to the announcement of the Company
dated 21 April 2023 (the “Announcement”) in relation to, among other things, the
connected transactions under the Shareholders Agreement and the BOT Agreement
pursuant to which the Project Company (“SACL”) was established among FCGL, a
wholly-owned subsidiary of the Company, Access Engineering and SLPA for the
implementation of the SACLH Project and under which the “Build-Operate-Transfer
(BOT)” model was adopted for the implementation of the SACLH Project. Unless
otherwise defined, capitalised terms used herein shall have the same meanings as
those defined in the Announcement.
According to the audited financial statements of SACL as at 31 December 2025, the
aggregate capital amount of USD37.14 million (equivalent to approximately
HK$290 million) was made by the shareholders of SACL in respect of the SACLH
Project, among which each of FCGL, Access Engineering and SLPA contributed
in cash USD26 million (equivalent to approximately HK$203 million),
USD5.57 million (equivalent to approximately HK$43 million) and USD5.57 million
(equivalent to approximately HK$43 million), respectively.

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The Board announces that the parties have agreed not to proceed with the SACLH
Project and FCGL, Access Engineering, SLPA and SACL have agreed to enter into
a settlement agreement (the “Settlement Agreement”) to effect an orderly early
termination of the Shareholders Agreement, the BOT Agreement and the Site Lease
Agreement and to settle all matters among the parties in relation to the SACLH
Project with immediate effect from the date of the Settlement Agreement (the
“Termination”).
Pursuant to the Settlement Agreement, SLPA agrees that the investment of
USD26 million (equivalent to approximately HK$203 million) made by the
shareholders of SACL in respect of the SACLH Project is payable to the shareholders
of SACL, subject to deduction of tax and late payment liability, in the manner
provided for in the Settlement Agreement. SLPA has settled the VAT liability of
USD3.90 million (equivalent to approximately HK$30.42 million) to the Sri Lanka
Inland Revenue Department and will take steps to settle the late payment liability of
USD0.195 million (equivalent to approximately HK$1.52 million) to the Sri Lanka
Inland Revenue Department. A sum of USD21.905 million (equivalent to
approximately HK$171 million) will be paid by SLPA to SACL as a one-time lump
sum within 30 days from the date of the Settlement Agreement and ultimately
distributed to FCGL, Access Engineering and SLPA, as to 70%, 15% and 15%,
respectively.
In addition, the distributable sum in cash of approximately USD7.85 million
(equivalent to approximately HK$61.23 million) available in the audited financial
statements of SACL as at 31 December 2025 will be distributed among FCGL,
Access Engineering and SLPA, as to 70%, 15% and 15%, respectively, within 30 days
weeks from the date of the Settlement Agreement.
FCGL, Access Engineering and SLPA will take the necessary steps for the striking
off or, if applicable, winding-up of SACL in accordance with the agreed
arrangements in the Settlement Agreement. The related costs and expenses shall be
absorbed by FCGL, Access Engineering and SLPA in the proportion of 70%, 15% and
15%, respectively.
BACKGROUND OF AND REASONS FOR THE TERMINATION
In view of changes in external circumstances, including adjustments to the SACLH
Project’s implementation environment and timetable as well as the respective
commercial considerations of the parties, the Company has reassessed the SACLH
Project and concluded that terminating the project would be in the best interests of
the parties.
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Following discussions with the local government, the parties proposed to enter into
a settlement agreement to terminate the SACLH Project in an orderly manner on the
principles of “amicable consultation and neutral handling”. Pursuant to the terms of
the Settlement Agreement, the funds invested in SACLH will be refunded, and the
parties will reach a comprehensive and final resolution in respect of all matters
relating to the SACLH Project.
The Board (including the independent non-executive Directors) considers that the
terms of the Settlement Agreement are on normal commercial terms, fair and
reasonable, and in the interests of the Company and its shareholders as a whole.
FINANCIAL IMPACT
After deduction of relevant tax and late payment liabilities, SLPA will pay
USD21.905 million (equivalent to approximately HK$171 million) out of the said
USD26 million and the distributable sum in cash of approximately USD7.85 million
(equivalent to approximately HK$61.23 million) available in the audited financial
statements of SACL as at 31 December 2025 to FCGL, Access Engineering and SLPA
as to 70%, 15% and 15%, respectively. Accordingly, FCGL, Access Engineering and
SLPA will receive a total amount of approximately USD20.83 million (equivalent to
approximately HK$162 million), USD4.46 million (equivalent to approximately
HK$35 million) and USD4.46 million (equivalent to approximately HK$35 million),
respectively.
INFORMATION ABOUT THE PARTIES
FCGL, a wholly-owned subsidiary of the Company, is a private limited liability
company incorporated in the British Virgin Islands. Its principal activity is
investment holding.
Access Engineering is a public limited liability company incorporated in Sri Lanka,
whose shares are listed on the Colombo Stock Exchange (stock code: AEL). Its
principal activity is the operation and management of infrastructure and engineering
projects in Sri Lanka. Its shareholding information is available in its annual financial
statements and annual report published on the Colombo Stock Exchange’s website at
http://www.cse.lk/.

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SLPA is a public corporation owned by GOSL and constituted under the provisions
of the Sri Lanka Ports Authority Act, No. 51 of 1979, and having its principal office
at No.19, Chaitya Road, Colombo 1, Sri Lanka. The principal activities of SLPA are
developing and maintaining port services at the commercial ports of Sri Lanka.
SACL is a private limited liability company incorporated in Sri Lanka, established
for the implementation of the SACLH Project. The scope of business of SACL
includes the financing, design, construction, development, operation, management
and maintenance of the SACLH Project and the engagement of port related logistics
and warehousing services. As at the date of this announcement, SACL, a subsidiary
of the Company, is owned as to 70%, 15% and 15% by FCGL, Access Engineering
and SLPA, respectively.
To the best of the Directors’ knowledge, information and belief having made all
reasonable enquiries, save that SLPA owns 15% of CICT, each of Access
Engineering, SLPA and their respective ultimate beneficial owners is a third party
independent of the Company and the connected persons of the Company.
LISTING RULES IMPLICATIONS
As at the date of this announcement, (i) CICT, a subsidiary of the Company, is owned
as to 85% and 15% by the Company and SLPA, respectively; and (ii) SACL, a
subsidiary of the Company, is owned as to 70%, 15% and 15% by FCGL, Access
Engineering and SLPA, respectively. Accordingly, SLPA is considered a connected
person of the Company at the subsidiary level under the Listing Rules. The
transaction contemplated under the Settlement Agreement therefore constitutes a
connected transaction of the Company under the Listing Rules.
As all applicable percentage ratios of such contemplated transaction under the
Settlement Agreement are less than 1%, the transaction contemplated under the
Settlement Agreement constitutes a de minimis transaction and is fully exempted
from reporting, announcement and independent shareholders’ approval requirements
under Chapter 14A of the Listing Rules.
As the connected transactions under the Shareholders Agreement and the BOT
Agreement will be terminated early, the Company is subject to the announcement
requirement under Rule 14A.35 of the Listing Rules.

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None of the Directors have a material interest in the Settlement Agreement, nor are
they required to abstain from voting in the relevant board resolution.
For the purposes of this announcement and for illustration only, an exchange rate of USD1.00 to
HK$7.80 has been used for currency conversion. Such conversion should not be construed as a
representation that any amount has been, could have been, or may be, exchanged at this or any other
rate.

By order of the Board
China Merchants Port Holdings Company Limited
Feng Boming
Chairman
Hong Kong, 15 October 2026
As at the date of this announcement, the Board comprises Mr. Feng Boming (Chairman) and Mr. Yim
Kong as Non-executive Directors; Mr. Xu Song, Mr. Lu Yongxin and Mr. Huang Qiang Zhong as
Executive Directors; and Mr. Chan Hiu Fung Nicholas, Ms. Chan Yuen Sau Kelly, Mr. Wong Chi Wing
and Ms. Wong Pui Wah as Independent Non-executive Directors.

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