China Merchants Port : CONTINUING CONNECTED TRANSACTION - REVISED ANNUAL CAPS FOR COMPREHENSIVE SERVICES FRAMEWORK AGREEMENT

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

On 3 November 2017, the Board resolved to revise the annual cap in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates for each of the two years ending 31 December 2017 and 2018 to RMB13 million (equivalent to approximately HK$15.3 million) and RMB17 million (equivalent to approximately HK$20.0 million), respectively.

As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the revised annual caps in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

Reference is made to the announcement of the Company dated 15 June 2016 (the "Previous Announcement") in relation to, inter alia, the Comprehensive Services Framework Agreement entered into between the Company and Sinotrans & CSC which sets out the framework for the provision of port-related services by the Group to Sinotrans & CSC Group and the provision of agency services by Sinotrans & CSC Group to the Group. Capitalised terms which are not otherwise defined in this announcement shall bear the same meaning ascribed to them as in the Previous Announcement.

The Board also resolved on the same day to set an annual cap in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates for each of the three years ending 31 December 2016, 2017 and 2018 as follow:

On 3 November 2017, the Board resolved to revise the annual cap in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates for each of the two years ending 31 December 2017 and 2018 as follow:

In light of the growing business volume between the Group and Sinotrans & CSC Group, the amount of service fees payable by the Group to Sinotrans & CSC and its associates is expected to increase significantly. On one hand, CMHIT, SCT1 and CMCS have increased their port-related business expenses with Sinotrans & CSC and its associates. On the other hand, the service fees payable by Shenzhen Chiwan Wharf to Sinotrans & CSC and its associates is expected to increase as the number of customs declaration boxes will exceed the projected volume by 10% to 15% in 2017.

It is proposed that RMB13 million (equivalent to approximately HK$15.3 million) and RMB17 million (equivalent to approximately HK$20.0 million) shall be the revised annual caps in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates for each of the two years ending 31 December 2017 and 2018. Such revised annual caps were determined with reference to the amount of service fees paid since the effective date of the Comprehensive Services Framework Agreement and the anticipated future increase in the connected

transactions between the Group and Sinotrans & CSC and its associates. As at the date of this announcement, the service fees paid by the Group to Sinotrans & CSC and its associates have not exceeded the original annual cap for the year ending 31 December 2017.

Taken into account the business developent of the Group, the Directors, including the independent non-executive Directors, are of the view that the proposed revised annual caps in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates is fair and reasonable and in the interest of the Company and the shareholders of the Company as a whole. None of the Directors have a material interest in the Comprehensive Services Framework Agreement nor are they required to abstain from voting in the relevant board resolution.

Sinotrans & CSC is a wholly-owned subsidiary of CMG, and is therefore a connected person of the Company. As the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the revised annual caps in respect of the service fees for agency services payable by the Group to Sinotrans & CSC and its associates exceed 0.1% but are below 5%, it is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

"associates" has the meaning ascribed to this term under the Hong

Kong Listing Rules

"CMCS" China Merchants Container Services Limited (招商局貨櫃服務有限公司), a company incorporated in Hong Kong and an indirect subsidiary of the Company

"CMHIT" China Merchants Holdings (International) Information Technology Co., Ltd (招商局國際信息技術有限公司), a company incorporated in the PRC and a subsidiary of the Company

"connected person" has the meaning ascribed to this term under the Hong

Kong Listing Rules

"SCT1" Shekou Container Terminals Limited (蛇口集裝箱碼頭 有限公司), a company incorporated in the PRC and an indirect subsidiary of the Company

"Shenzhen Chiwan Wharf"

Shenzhen Chiwan Wharf Holdings Limited (深圳赤灣港 航股份有限公司), a limited liability company incorporated in the PRC, an indirect subsidiary of the Company and whose A shares and B shares are listed on the Shenzhen Stock Exchange

"subsidiary (ies)" has the meaning ascribed to it under the Listing Rules "%" per cent.

For reference only, an exchange rate of HK$1.00 to RMB0.8519 has been used for the conversion of Renminbi into Hong Kong dollars in this announcement.

By Order of the Board of

Chairman

Hong Kong, 3 November 2017

As at the date of this announcement, the Board comprises Mr. Li Xiaopeng, Mr. Hu Jianhua, Mr. Wang Hong, Mr. Su Jian, Mr. Bai Jingtao, Mr. Wang Zhixian, Mr. Zheng Shaoping and Ms. Shi Wei as executive directors; and Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Kwok Heem John, Mr. Li Ka Fai David and Mr. Bong Shu Ying Francis as independent non-executive directors.