CHINA MERCHANTS PORT GROUP CO., LTD. FINANCIAL STATEMENTS AND AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2020 CHINA MERCHANTS PORT GROUP CO., LTD. FINANCIAL STATEMENTS AND AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2020 CONTENTS Pages AUDITOR'S REPORT 1 - 6 THE CONSOLIDATED AND COMPANY'S BALANCE SHEETS 7 - 10 THE CONSOLIDATED AND COMPANY'S INCOME STATEMENTS 11 - 12 THE CONSOLIDATED AND COMPANY'S CASH FLOW STATEMENTS 13 - 14 THE CONSOLIDATED AND COMPANY'S STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 15 - 18 NOTES TO ITEMS OF THE FINANCIAL STATEMENTS 19 - 176 AUDITOR'S REPORT De Shi Bao (Shen) Zi (21) No. P02174 (Page 1 of 6) To all the shareholders of China Merchants Port Group Co., Ltd., I. Audit Opinion We have audited the accompanying financial statements of China Merchants Port Group Co., Ltd. (hereinafter referred to as "the Company"), which comprise the consolidated and company balance sheets as at 31 December 2020, and the consolidated and company's income statements, the consolidated and company's cash flow statements and the consolidated and company's statements of changes in shareholders' equity for the year then ended, and the notes to the financial statements. In our opinion, the accompanying financial statements of the Company present fairly, in all material respects, the consolidated and company's financial position as of 31 December 2020, the consolidated and company's results of operations and cash flows for the year then ended in accordance with the Accounting Standards for Business Enterprises. II. Basis for the Opinion We conducted our audit in accordance with the Auditing Standards for the Chinese Certified Public Accountants. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Auditing Standards for the Chinese Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We determine the followings are key audit matters that need to be addressed in our report. 1. Subsequent measurement of long-term equity investment in associates and joint ventures As disclosed in Notes (V) 13 to the consolidated financial statements, on December 31, 2020, the book value of China Merchants Port Group’s long-term equity investment in associates amounted to RMB 57,371,179,717.36, accounting for 54% of the total shareholder’s equity. In 2020, the investment income from associates recognized by the equity method amounts to RMB 3,630,921,407.38, accounting for 66% of the consolidated net profit. Since the amount of investment income recognized by China Merchants Port Group for associates this year is significant, and its correctness depends on the financial status and operating results of the investee, we determine the above-mentioned subsequent measurement of the long-term equity investment in associates as a merger key audit matters of financial statements. - 1 - AUDITOR'S REPORT - continued De Shi Bao (Shen) Zi (21) No. P02174 (Page 2 of 6) III. Key Audit Matters - continued 1. Subsequent measurement of long-term equity investment in associates and joint ventures - continued Principal audit procedures we performed for key audit matters are as follows: (1) Understood the certified public accountants of major associates/joint ventures and evaluated their independence and professional competence; (2) Identified and assessed the risk of material misstatement in the financial statements of the major associates/joint ventures from the perspective of auditing the consolidated financial statements of the Company by reading the financial statements of the major associates/joint ventures and discussing with the management the financial performance of the major associates/joint ventures and the significant judgments and estimates made in the preparation of the financial statements; (3) Discussed with the component certified public accountants of the major associates/joint ventures their assessment of the component audit risk, the identification of key audit areas and the implementation of the corresponding audit procedures to evaluate whether the audit of the component certified public accountants was appropriate; (4) Evaluated whether the audit evidence obtained by the component certified public accountants was sufficient and appropriate by reviewing the audit documents of the component certified public accountants of the major associates/joint ventures when we deemed necessary. (5) Verified whether the accounting policies and accounting periods adopted by the associates/joint ventures were consistent with the Company's. If not, checked whether the financial statements of the associates/joint ventures have been adjusted according to the accounting policies and accounting period of the Company, and recognized the amount of investment income under equity method on that basis. 2. Goodwill impairment As disclosed in Notes (V) 22 to the consolidated financial statements, as at 31 December 2020, the goodwill in the consolidated financial statements of the Company was RMB 6,675,939,930.13. The management of the Company used the net amount of fair value less costs of disposal or the present value of the estimated future cash flows to determine the recoverable amount of the relevant asset group when testing the goodwill for impairment, of which the fair value assessment is based on the market approach, and the forecast of future cash flows and the calculation of the present value included key assumptions, such as income growth rate, gross profit margin, discount rate, etc. We identified the goodwill impairment as a key audit matter of the consolidated financial statements due to the significant amount of goodwill and that the management needs to make significant judgments and estimates when conducting goodwill impairment testing. - 2 - AUDITOR'S REPORT - continued De Shi Bao (Shen) Zi (21) No. P02174 (Page 3 of 6) III. Key Audit Matters - continued 2. Goodwill impairment - continued Principal audit procedures we performed for key audit matters are as follows: (1) Assessed reasonability of division of asset group and combination of asset group management made by management; (2) Referred to industry practice to assess whether the management's approach in cash flows forecast is appropriate and whether the assumptions used are reasonable; (3) Compared the data used in cash flow forecast with historical data and budget data approved by the management, and assessed the reasonableness of the data used; (4) Compared the growth rate of the business volume in the forecast period with the growth rate of the historical business volume and evaluated its appropriateness. (5) Understood the basis for management to determine the growth rate of the business in the subsequent forecast period and assessed its appropriateness; (6) Assessed the appropriateness of the discount rate adopted by the management in combination with market risk-free interest rates, risk factors, etc.; (7) Use the work of internal evaluation experts to evaluate the appropriateness of management's assessment method of the recoverable amount of the asset group, and evaluate the reasonableness of the discount rate used by the management in predicting the present value of the cash flow and the growth rate of the subsequent forecast period. (8) Reviewed whether the calculation of the present value of future cash flows was correct. (9) Reviewed whether the method used to assess the fair value less costs of disposal was appropriate. (10) Assess the adequacy and appropriateness of the disclosure of the goodwill impairment test. IV. Other Information The Company is responsible for the other information. The other information comprises the information included in the 2020 annual report, but does not include the consolidated financial statements and our auditor's report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion. - 3 - AUDITOR'S REPORT - continued De Shi Bao (Shen) Zi (21) No. P02174 (Page 4 of 6) IV. Other Information - continued In combination with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the audit work performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. V. Responsibilities of the Management and Those Charged with Governance for the Financial Statements The management of the Company is responsible for the preparation of the financial statements that give a true and fair view in accordance with Accounting Standards for Business Enterprises, and for the design, performance and maintenance of such internal control