CHINA MERCHANTS PORT HOLDINGS COMPANY LIMITED 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no 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.
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 144) DISCLOSEABLE TRANSACTION IN RELATION TO LOAN FACILITY
On 29 January 2013, the Company and CMU, an indirect wholly-owned subsidiary of CMG, entered into the Loan Agreement, pursuant to which CMU agreed to grant the Loan Facility of up to US$1 billion (equivalent to approximately HK$7.8 billion) to the Company.
Since the applicable percentage ratios set out in Chapter 14 of the Listing Rules in respect of the Loan Facility exceed 5% but are less than 25%, the Loan Facility constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
As CMU is an indirect wholly-owned subsidiary of CMG, the ultimate holding company of the Company, CMU is a connected person of the Company under the Listing Rules and the Loan Facility constitutes a connected transaction of the Company under the Listing Rules. However, as no security over the assets of the Company is granted for the Loan Facility, the Loan Facility is exempted under Rule 14A.65(4) of the Listing Rules from the reporting, announcement and independent shareholders' approval requirements under the Listing Rules.
On 29 January 2013, the Company and CMU entered into the Loan Agreement, pursuant to which CMU agreed to grant the Loan Facility of up to US$1 billion (equivalent to approximately HK$7.8 billion) to the Company.
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The principal terms of the Loan Agreement are summarised below: Date: 29 January 2013
Parties: CMU(Lender)
The Company (Borrower) Principal amount: Up to US$1 billion
Drawdown: Multiple drawdown(s) permissible during the
Drawdown Period, provided that:
(i) the Company shall notify CMU in writing 10 days before each proposed drawdown; and
(ii) the amount of each drawdown shall be at least
US$200 million
Drawdown Period: The period commencing on the date of the Loan Agreement and ending on 28 June 2013. CMU has the right to reduce or cancel the principal amount available to the Company which has not been drawndown by the Company any time before the end of the Drawdown Period
Repayment term: the Company shall repay each drawdown in full within
5 years from the date of that drawdown
Interest rate: 3.8% per annum
Interest period: The interest period for each drawdown shall be six months, calculated from the date of the relevant drawdown
Late payment: An interest rate of 2% per annum plus the original interest rate of 3.8% per annum shall apply to any overdue amounts
The Loan Facility would provide additional liquidity to the cash flow of the
Company.
The terms of the Loan Agreement were determined through arm's length negotiations between the parties, and the Directors (including the independent non-executive Directors) are of the view that the Loan Agreement was entered into on normal commercial terms and that the terms of the Loan Agreement are fair and reasonable and in the interests of the shareholders of the Company as a whole.
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The Group is principally engaged in port and port-related business. It has been the Group's business strategy to focus its investments in port and port-related business through investing in and operating port projects in and outside China.
CMU is an investment holding company.
Since the applicable percentage ratios set out in Chapter 14 of the Listing Rules in respect of the Loan Facility exceed 5% but are less than 25%, the Loan Facility constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
As CMU is an indirect wholly-owned subsidiary of CMG, the ultimate holding company of the Company, CMU is a connected person of the Company under the Listing Rules and the Loan Facility constitutes a connected transaction of the Company under the Listing Rules. However, as no security over the assets of the Company is granted for the Loan Facility, the Loan Facility is exempted under Rule 14A.65(4) of the Listing Rules from the reporting, announcement and independent shareholders' approval requirements under the Listing Rules.
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
"Board" the board of Directors of the Company
"CMG" China Merchants Group Limited, a company incorporated in the PRC and the ultimate holding company of the Company
"CMU" China Merchants Union (BVI) Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of CMG
"Company" China Merchants Holdings (International) Company Limited, a company incorporated in Hong Kong and whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited
"connected person" has the meaning ascribed to this term under the Listing
Rules
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"Drawdown Period" the period commencing on the date of the Loan
Agreement and ending on 28 June 2013 "Directors" the directors of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Listing Rules" the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited
"Loan Agreement" the loan agreement dated 29 January 2013 entered into between CMU and the Company, under which CMU agreed to grant the Loan Facility to the Company
"Loan Facility" the loan facility of up to US$1 billion (equivalent to approximately HK$7.8 billion) to be provided by CMU to the Company under the Loan Agreement
"PRC" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
"US$" US dollars, the lawful currency of the United States of
America
"%" per cent.
For reference only, an exchange rate of US$1.00 to HK$7.8 has been used for the conversion of US dollars to Hong Kong dollars in this announcement.
By Order of the Board of
China Merchants Holdings (International) Company Limited Fu YuningChairman
Hong Kong, 29 January 2013
As at the date of this announcement, the Board comprises Dr. Fu Yuning, Mr. Li Jianhong, Mr. Li Yinquan, Mr. Hu Zheng, Mr. Meng Xi, Mr. Su Xingang, Mr. Yu Liming, Mr. Hu Jianhua, Mr. Wang Hong and Mr. Zheng Shaoping 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.
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