China Merchants Port : Interim Dividend for the Six Months Ended 30 June 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

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

	(Stock Code : 00144)
Directors:	Registered Office:
Executive Directors:	38th Floor
Mr. DENG Renjie (Chairman)	China Merchants Tower
Mr. SU Jian	Shun Tak Centre
Mr. XIONG Xianliang	168-200 Connaught Road
Mr. BAI Jingtao (Managing Director)	Central
Mr. GE Lefu	Hong Kong
Mr. WANG Zhixian
Mr. ZHENG Shaoping
Independent Non-executive Directors:
Mr. KUT Ying Hay
Mr. LEE Yip Wah Peter
Mr. LI Ka Fai David
Mr. BONG Shu Ying Francis
	7 October 2020
To the Shareholders,
Dear Sir or Madam,

Interim Dividend for the Six Months Ended 30 June 2020

INTRODUCTION

On 28 August 2020, the Board of Directors (the "Board") of China Merchants Port Holdings Company Limited (the "Company") had declared an interim dividend for the six months ended 30 June 2020 (the "Interim Dividend") of HK$0.18 per ordinary share (the "Share") of the Company

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in scrip form to shareholders whose names appear on the register of members of the Company (the

"Register of Members") on 30 September 2020 (the "Record Date") with an alternative to the shareholders of the Company (the "Shareholders") to elect to receive the Interim Dividend in cash in lieu of all or part of their scrip dividend entitlements (the "Scrip Dividend Scheme").

The purpose of this document is to set out the procedures which apply in relation to the Scrip Dividend Scheme and the actions which should be taken by the Shareholders in relation thereto.

DETAILS OF THE SCRIP DIVIDEND SCHEME

Under the Scrip Dividend Scheme, each Shareholder has the choice of receiving:

1. an allotment of new Shares (the "New Shares") credited as fully paid and having an aggregate market value (as defined below) equal to, save for adjustment for fractions, the total amount of Interim Dividend which such Shareholder could elect to receive in cash in respect of HK$0.18 per Share; or
2. cash of HK$0.18 per Share; or
3. partly cash and partly New Shares.

For the purpose of calculating the number of New Shares to be allotted, the market value of a New Share will be calculated as an amount equal to the average closing price of one Share on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five consecutive trading days (on which such price is available) up to and including 19 October 2020 (the "Average Closing Price"). Consequently, it will not be possible to determine until the close of business on 19 October 2020 the exact number of the New Shares to which those Shareholders electing to receive the New Shares will be entitled. Accordingly, the number of New Shares which the Shareholders will receive in respect of the existing Shares registered in their names as at 30 September 2020 will be calculated as follows:

Number of existing Shares held		HK$0.18
Number of New
= on the Record Date for which	x
Shares to be received		Average Closing Price
cash election is not made

An announcement setting out the basis of allotment of the New Shares will be published on the designated website of the Stock Exchange at www.hkexnews.hk and on the Company's own website at www.cmport.com.hk after the close of business on 19 October 2020. The last day and time on

which the Shareholders will be entitled to elect their desired form of Interim Dividend is 4:30

p.m. on Monday, 2 November 2020. The number of the New Shares to be received will be rounded down to the nearest whole number of the New Shares. Fractional entitlements to the New Shares in respect of alternatives (a) and (c) above will be aggregated and sold and the benefit thereof will accrue to the Company. The New Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the existing Shares except that they shall not rank for the Interim Dividend.

In accordance with the relevant regulations in the People's Republic of China (the "PRC"), the Company understands that it is not required to withhold and pay enterprise income tax in the PRC when it distributes the Interim Dividend, whether in scrip form or in cash, to its non-resident enterprise Shareholders.

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ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme will give the Shareholders the opportunity to increase their investment in the Company without incurring brokerage fee, stamp duty or dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because, to the extent that the Shareholders do not elect to receive cash in lieu of the New Shares, in whole or in part, such cash as would otherwise have been paid to the Shareholders will be retained for use as working capital by the Company.

EFFECT OF THE SCRIP DIVIDEND SCHEME

If all the Shareholders elect to receive cash, the total cash dividend payable by the Company would be HK$649,375,276.14 on the basis of 3,607,640,423 Shares in issue as at the Record Date.

Shareholders should note that the New Shares to be issued pursuant to the Scrip Dividend Scheme may give rise to notification requirements under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") for those Shareholders who may have notifiable interests (under the SFO, 5% or more interest in the issued voting Shares) in the Company. Furthermore, if as a result of the election to receive the Interim Dividend by way of New Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of The Code on Takeovers and Mergers (the "Takeovers Code"). Accordingly, a Shareholder, or group of Shareholders acting in concert, could, depending upon the level of increase in shareholding interest(s), obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Shareholders are advised to consider these provisions when electing their desired form of the Interim Dividend. Shareholders who are in any doubt as to how these provisions may affect them as a result of the New Shares arising from the Scrip Dividend Scheme are recommended to seek their own professional advice.

FORM OF ELECTION

A form of election (the "Form of Election") is enclosed with this document for use by the Shareholders who wish to receive the Interim Dividend wholly in cash or partly in cash and partly by the issue of the New Shares, or to make a permanent election to receive cash in lieu of any future dividend in scrip form.

If you elect to receive the Interim Dividend wholly in the form of the New Shares, you should not complete the Form of Election.

If you elect to receive wholly in cash, or partly cash and partly New Shares, you must use the enclosed Form of Election. If you complete the Form of Election but do not specify the number of Shares in respect of which you wish to receive cash under the Scrip Dividend Scheme, or if you elect to receive cash in respect of a greater number of Shares than your registered shareholding on the Record Date, you will be deemed to have exercised your election to receive cash in respect of all the Shares of which you were then registered as the holder.

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Any Shareholder who does not wish to receive the Interim Dividend in the form of the New Shares must make an appropriate election on the Form of Election in accordance with the instructions printed thereon and return it to the Company's Share Registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 2 November 2020. No acknowledgment of receipt of the Form of Election will be issued. If any Shareholder does not complete and return the Form of Election by not later than 4:30 p.m. on Monday, 2 November 2020, the Shareholder will receive the Interim Dividend in the form of the New Shares.

No Form of Election will be sent to any Shareholder who has made earlier a permanent election to receive cash in lieu of any future dividend in scrip form. Any such Shareholder wishing to change his existing permanent election for cash and to elect to receive the New Shares or partly New Shares and partly cash must give notice in writing not later than 4:30 p.m. on 2 November 2020 to Computershare Hong Kong Investor Services Limited at the address stated above.

OVERSEAS SHAREHOLDERS

The Company has made enquiries with legal counsels where its overseas Shareholders are based regarding possible legal and regulatory restrictions in allowing such overseas Shareholders to participate in the Scrip Dividend Scheme. The Directors have been advised by the relevant local counsels that there are no restrictions or requirements on the issue of scrip dividend to overseas Shareholders. Accordingly, a copy of this document, together with the Form of Election, is also sent to all overseas Shareholders whose names appear on the Register of Members on the Record Date, who are entitled to elect for receiving the New Shares under the Scrip Dividend Scheme as set out in this document.

The issue of the New Shares has not been, and will not be, registered under any applicable securities legislation and/or regulation of any territory outside Hong Kong. The participation in the Scrip Dividend Scheme by overseas Shareholders may be affected by the laws of their relevant jurisdictions. No Shareholders receiving a copy of this document and/or a Form of Election in any territory outside Hong Kong may treat the same as an invitation to elect for the New Shares unless in the relevant territory such invitation could lawfully be made to him without having to comply with any unfulfilled registration or other legal requirements. Shareholders with a registered address outside Hong Kong or otherwise resident outside Hong Kong should consult their professional advisers as to whether or not they are permitted to receive the Interim Dividend in the form of an issue of the New Shares or if any governmental or other consent is required or other formalities need to be observed, as to the taxation consequences of their decision and as to whether there are any restrictions in relation to future sale of any Shares so acquired. Overseas Shareholders residing in a jurisdiction where it would be illegal for them to participate in the Scrip Dividend Scheme will be deemed to have received this document and/or the Form of Election for information only.

This document and the Form of Election will not be registered in Hong Kong or in any other jurisdiction.

For the avoidance of doubt, this document and the Form of Election do not constitute or form part of an offer or solicitation of any offer to buy securities of the Company to the public, and the Form of Election is non-transferable.

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