MERCHANTS HOLDINGS (PACIFIC) LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 198101278D

ANNOUNCEMENT

PROPOSED CHANGES TO GUIHUANG HIGHWAY

1. INTRODUCTION

1.1 Guihuang Highway. The Board of Directors (the “Board”) of China Merchants Holdings (Pacific) Limited (the “Company”) wishes to announce that:

(a) the Company’s jointly controlled entities, Jinguan Highway Co., Ltd. (“Guizhou Jinguan”), Guizhou Jinhua Highway Co., Ltd. (“Guizhou Jinhua”), Guizhou Pantao Highway Co., Ltd. (“Guizhou Pantao”) and Guizhou Yunguan Highway Co., Ltd. (“Guizhou Yunguan” and collectively with Guizhou Jinguan, Guizhou Jinhua and Guizhou Pantao, the “Guihuang JV Enterprises”), have today entered into an agreement with the local governmental authorities in city (with the transportation bureau of Guizhou Province, People’s Republic of China (“PRC”), as witness) in relation to the two roads in Guizhou Province, PRC, comprising the Guihuang Class 1 Highway (connecting Guiyang city and ) and the Eastgate Expressway (collectively, the “Guihuang Highway”) (the “Relocation Agreement”);

(b) the Company’s indirect wholly-owned subsidiaries, Guiyun Highway Pte. Ltd. (“GHPL”) and Guijin Expressway Pte. Ltd. (“GEPL”), have today entered into an agreement with the transportation bureau of Guiyang city in relation to the Guihuang Highway (the “Compensation Agreement”); and

(c) Guizhou Pantao and Guizhou Yunguan have today entered into a framework agreement with the transportation bureau of Guizhou Province, PRC, as well as Guizhou Expressway Group Ltd. (贵州高速公路集团有限公司) (the “Guihuang Local Partner”) in relation to the Guihuang Highway (the “Framework Agreement” and collectively with the Relocation Agreement and the Compensation Agreement, the “Guihuang Highway Agreements”).

1.2 Joint Venture Arrangement. The Company holds, through GHPL and GEPL, an indirect 60 per cent. equity interest in the Guihuang Highway. The Guihuang Highway is operated by the Guihuang JV Enterprises, which are established as Sino-foreign co-operative joint venture enterprises according to applicable PRC laws pursuant to joint venture contracts entered into between GHPL, GEPL and the Guihuang Local Partner. GHPL holds a 60 per cent. equity interest in each of Guizhou Jinguan and Guizhou Jinhua, while GEPL holds a 60 per cent. equity interest in each of Guizhou Pantao and Guizhou Yunguan. The remaining 40 per cent. equity interest in each of the Guihuang JV Enterprises is held by the Guihuang Local Partner.

As previously announced by the Company, the Guihuang JV Enterprises have been granted concession periods for the operation of (a) the Guihuang Class 1 Highway up till 15 May 2021 and (b) the Eastgate Expressway up till 15 April 2027 respectively.

1.3 Proposed Changes to Guihuang Highway. The relevant governmental authorities in Guizhou Province, PRC, have exercised their authority to relocate and remove certain toll

1 stations along the Guihuang Highway as part of the urban transportation plan for the development of Guiyang city (the “Toll Station Relocations”).

Further, in view of the Toll Station Relocations, Guizhou Pantao and Guizhou Yunguan have also entered into the Framework Agreement with the transportation bureau of Guizhou Province, PRC, as well as the Guihuang Local Partner in relation to the concession granted to Guizhou Pantao and Guizhou Yunguan for the operation of the Eastgate Expressway, with a total length of 13.69 kilometres that links Guiyang Airport with the urban area of Guiyang city and extends eastward to Majiang county, PRC (the “Eastgate Expressway Concession”). Under the terms of the Framework Agreement, it is proposed that the Eastgate Expressway Concession be replaced by a new concession for the operation of a section of a proposed new expressway (the “Proposed New Expressway”) to be constructed between Xiaobi (小碧) and Jianpo (尖坡) in Guiyang city (the length of the Proposed New Expressway which is under the new concession to be determined subsequently), which is scheduled to commence operations by 30 January 2016 (the “New Expressway Concession”).

2. GUIHUANG HIGHWAY AGREEMENTS

2.1 Relocation Agreement. Pursuant to the terms of the Relocation Agreement, as a result of the Toll Station Relocations:

(a) the toll station at Yunguan Mainline (云关) along the Eastgate Expressway will be relocated to a new toll station to be built at Xiaba (下坝), while the toll stations at the airport (机场), Maoshajing (冒沙井) and Dapodong (大坡东) will be removed; and

(b) the toll station at Jinguan Mainline (金关) along the Guihuang Class 1 Highway will be relocated to a new toll station to be built at Jinhua (金华), while the toll station at Jinguan Ramp (金关匝道) will be removed.

Following the Toll Station Relocations, the toll stations along the Eastgate Expressway will comprise of toll stations at Xiaba (下坝) and Sunzilin (笋子林), while the toll stations along the Guihuang Class 1 Highway will comprise of toll stations at Jinhua (金华), Houba (后坝) and Gouchang (狗场).

The related expenses for the Toll Station Relocations will be borne by the local governmental authorities in Guiyang city and/or the transportation bureau of Guizhou Province, PRC (as the case may be).

2.2 Compensation Agreement. Pursuant to the terms of the Compensation Agreement, as compensation for the losses to be incurred by GHPL and GEPL as a result of the Toll Station Relocations, an aggregate sum of RMB 187.44 million (approximately HK$238.40 million1) (or its equivalent in another currency) (the “Compensation Amount”) will be paid by the transportation bureau of Guiyang city to GHPL and GEPL, which is payable in four instalments as follows:

(a) RMB 50 million (or its equivalent in another currency) payable before 25 January 2014 and in any event prior to the commencement of works for the Toll Station Relocations;

(b) RMB 40 million (or its equivalent in another currency) payable before 15 December 2014;

1 Unless otherwise stated, the HK$ equivalent of RMB amounts in this Announcement are based on an exchange rate of RMB 1.00: HK$1.2719.

2 (c) RMB 50 million (or its equivalent in another currency) payable before 30 June 2015; and

(d) RMB 47.44 million (or its equivalent in another currency) payable before 31 January 2016.

2.3 Framework Agreement. Pursuant to the terms of the Framework Agreement, upon the completion of the construction of, and the commencement of operations at, the Proposed New Expressway, Guizhou Pantao and Guizhou Yunguan will enter into a formal agreement with the Guihuang Local Partner to set out the definitive terms for the replacement of the Eastgate Expressway Concession with the New Expressway Concession (the “Definitive Agreement”). Upon the execution of the Definitive Agreement and all relevant approvals being obtained (including any approvals required to be obtained by the Company), Guizhou Pantao and Guizhou Yunguan will be granted the New Expressway Concession up till 15 April 2027, which will replace the Eastgate Expressway Concession.

3. FINANCIAL IMPACT

Taking into account the Compensation Amount to be received by GHPL and GEPL as a result of the Toll Station Relocations, the entry into the Guihuang Highway Agreements is not expected to have a material impact on the net tangible assets or earnings of the Company and its subsidiaries.

4. FURTHER INFORMATION

Copies of the Guihuang Highway Agreements are available for inspection during normal business hours at the registered office of the Company at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, for a period of three months commencing from the date of this Announcement.

The Company will make the appropriate announcements in respect of the New Expressway Concession in the event of any material developments.

BY ORDER OF THE BOARD

Lim Lay Hoon Company Secretary Singapore, 23 January 2014

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