Tianjin Port Development : Announcements and Notices - Connected Transaction

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382)

CONNECTED TRANSACTION

ASSET TRANSFER AGREEMENT

On 29 March 2019, Tianjin Port Tugboat, a subsidiary of the Group, entered into the Asset Transfer Agreement with Tianjin Port Group for the purchase of the Target Asset at the consideration of approximately RMB43.71 million.

LISTING RULES IMPLICATIONS

Tianjin Port Group is a controlling shareholder of the Company and is therefore a connected person of the Company as defined in the Listing Rules. Accordingly, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PRINCIPAL TERMS OF THE ASSET TRANSFER AGREEMENT

Date	:	29 March 2019
Parties	:	(1)	Tianjin Port Tugboat (as purchaser)
		(2)	Tianjin Port Group (as seller)
Target Asset	: Tianjin Port Dongtudi East (Hengtou) Workboat Terminal and ancillary
		facilities.

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Consideration	: The consideration is approximately RMB43.71 million. 50% of the
	consideration shall be payable by cash within three months after the
	execution of the Asset Transfer Agreement and the remaining 50% of the
	consideration shall be payable by cash by the end of 2019. The relevant
	consideration was determined after arm's length negotiation with
	reference to the appraised net asset value of the Target Asset assessed by
	an independent valuer, which amounted to approximately RMB43.71
	million as at 31 March 2018. It is expected the consideration would be
	funded by internal resources of Tianjin Port Tugboat.

REASONS AND BENEFITS OF ENTERING THE ASSET TRASNFER AGREEMENT

The acquisition of the Target Assets is to meet the demand for docking of existing vessels, and benefit by enhancing the overall operational efficiency.

LISTING RULES IMPLICATIONS

Tianjin Port Group is a controlling shareholder of the Company and is therefore a connected person of the Company as defined in the Listing Rules. Accordingly, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that the Transaction is in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

None of the Directors had material interest in the Transaction. In view of good corporate governance practices, Chu Bin, Li Quanyong and Wang Junzhong, the Directors, abstain from voting in respect of Board resolutions in relation to transactions with Tianjin Port Group and/or its associates (as defined in the Listing Rules).

GENERAL

The Group is principally engaged in containerised and non-containerised cargo handling services, sales and other port ancillary services at the port of Tianjin in the PRC, primarily through its subsidiaries and associated companies.

Tianjin Port Group is the controlling shareholder of the Company. Its principal business includes port handling and stevedoring services, warehousing, logistics, and port area land development at the port of Tianjin in the PRC primarily through its group companies.

Tianjin Port Tugboat is principally engaged in tugboat services.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

"Asset Transfer Agreement"	The agreement dated 29 March 2019 entered into between
	Tianjin Port Tugboat and Tianjin Port Group for the sale and
	purchase of the Target Asset, details of which are set out in
	the section headed "Principal terms of the Asset Transfer
	Agreement" of this announcement;
"Board"	the board of Directors;
"Company"	Tianjin Port Development Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability and
	the shares of which are listed on the Main Board of the Stock
	Exchange (Stock Code: 03382);
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"PRC"	the People's Republic of China;
"RMB"	Renminbi, the lawful currency of the PRC;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Target Asset"	Tianjin Port Dongtudi East (Hengtou) Workboat Terminal
	and ancillary facilities;
"Tianjin Port Group"	天津港(集團)有限公司 (Tianjin Port (Group) Co., Ltd.*),
	an entity reorganised as a wholly state-owned company in the
	PRC on 29 July 2004 and the holding company of the
	business owned and operated by the former government
	regulatory body of the port of Tianjin; and the indirect holder
	of 53.5% of the issued share capital of the Company as at the
	date of this announcement;
"Tianjin Port Tugboat"	天津港輪駁有限公司(Tianjin Port Tugboat Lighter Co.,
	Ltd.*), a company incorporated in the PRC with limited
	liability and is a wholly-owned subsidiary of the Group;
"Transaction"	the transaction contemplated under the Asset Transfer
	Agreement; and
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"%"

per cent.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

Hong Kong, 29 March 2019

As at the date of this announcement, the Board comprises Mr. Chu Bin, Mr. Li Quanyong, Mr. Sun Bin, Mr. Wang Junzhong and Ms. Shi Jing as executive Directors; Professor Japhet Sebastian Law, Mr. Cheng Chi Pang, Leslie and Mr. Zhang Weidong as independent non-executive Directors.

*For identification purposes only

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