Sinotrans Limited (SINOTRANS, HKEX: 00598) has executed three new framework agreements with its controlling shareholder China Merchants Group and related entities, replacing pacts that expire on 31 December 2026 and extending the arrangements to 1 January 2027-31 December 2029. All pacts require approval by independent shareholders at an extraordinary general meeting (EGM) targeted for dispatch by 30 November 2026.

1. Master Services Agreement with China Merchants – Scope: two-way provision of transportation & logistics services plus mutual leasing of properties, storage facilities, containers and other equipment. – Annual caps (RMB, converted from “hundred million” unit): • Logistics services provided by SINOTRANS to China Merchants: 2027 – 2.50 billion; 2028 – 2.75 billion; 2029 – 3.03 billion. • Logistics services procured by SINOTRANS from China Merchants: 3.50 billion; 3.85 billion; 4.24 billion. • Leases – SINOTRANS as lessee of properties/storage: right-of-use assets capped at 2.50 billion, 2.88 billion, 3.31 billion; short-term rents capped at 200 million, 230 million, 265 million. • Leases – SINOTRANS as lessor of properties/storage: rent receipts capped at 40 million, 46 million, 53 million. • Leases – SINOTRANS as lessee of containers/equipment: right-of-use assets capped at 60 million, 69 million, 79 million; short-term rents at 10 million annually. • Leases – SINOTRANS as lessor of containers/equipment: rent receipts capped at 200 million, 230 million, 265 million.

2. Master Logistics Agreement with Certain Connected Subsidiaries Counterparties include Sinotrans Changjiang, Jiangsu Shipping Agency, Y2T and eight other partly held units. – Annual caps (RMB): • Logistics services provided by SINOTRANS: 3.85 billion (2027), 4.63 billion (2028), 5.39 billion (2029). • Logistics services obtained by SINOTRANS: 3.66 billion, 4.53 billion, 5.56 billion.

3. Financial Services Agreement with China Merchants Group Finance – Deposit cap: maximum daily balance of up to RMB 6.00 billion for each of 2027-2029, unchanged from the outgoing limit, after utilisation ratios above 96% during 2024-H1 2026. – Loan services: unsecured credit facilities capped at RMB 10 billion outstanding. – Other financial services (settlement, FX, notes, consultancy): annual fee cap of RMB 20 million. Deposit rates must be 15%-50% above PBOC benchmarks and not lower than those offered by major PRC banks; loan rates cannot exceed those available from other PRC financial institutions.

Regulatory Position Because China Merchants holds 60.20% of SINOTRANS and the Finance Company is wholly owned by China Merchants, all three agreements constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. • Logistics services (Master Services + Master Logistics): highest applicable percentage ratio >5%; subject to announcement, annual review and independent shareholders’ approval. • Property/storage leases – SINOTRANS as lessee: highest ratio >5%; subject to shareholder approval. • Deposit services: ratio >5% but <25%; treated as both discloseable and connected; shareholder approval required. • Loan services (unsecured, normal commercial terms): exempt under Rule 14A.90. • Other financial services: ratio <0.1%; exempt.

Governance Measures An Independent Board Committee will advise shareholders, with VBG Capital appointed as independent financial adviser. Directors affiliated with China Merchants have abstained from board voting, and China Merchants, the Finance Company and the connected subsidiaries will abstain from voting at the EGM. Internal control procedures include weekly monitoring of transaction values, market-price benchmarking, and annual auditor review.

Rationale Management cites the need to secure competitive logistics resources, maintain nationwide service coverage, leverage group synergies, and improve treasury efficiency through favorable deposit rates and lower settlement costs. The new caps incorporate projected business growth, policy-driven expansion of China’s logistics sector, and buffers for market volatility.

If approved, the renewed agreements will underpin SINOTRANS’s strategic collaboration with China Merchants and affiliated entities through 2029.