China Merchants Port Holdings Company Limited (00144) announced an amended and restated share purchase agreement (the “Agreement”) for the proposed acquisition of a 70% interest in Vast in Brazil. The revised Agreement adjusts the Long Stop Date and the purchase consideration.

According to the announcement, the Long Stop Date for fulfilling or waiving conditions has been extended to 28 November 2026. Under the updated terms, the initial purchase price at closing has been revised to an amount in Brazilian real equal to USD350 million, subject to adjustments for cash, outstanding debt, customary debt-like liabilities, and working capital. The adjusted amount will not exceed USD596.4 million. The milestone payments and the earn-out payment disclosed previously remain unchanged.

The amended purchase price takes into account an approximate one-year postponement of completion. Vast recorded unaudited net profit of approximately USD18 million for the nine months ended 30 September 2025, which is factored into the updated transaction terms. The announcement states that the adjusted consideration balances risk by reducing the upfront amount while preserving the existing milestone and earn-out structure.

All other principal terms of the original share purchase agreement remain in effect, and the board of directors believes the updated transaction terms remain fair, reasonable, and in the interests of shareholders. The revised Agreement constitutes a material variation under the Listing Rules, prompting this supplemental disclosure.