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

EQUIPMENT PURCHASE AGREEMENT

On 18 April 2019, Tianjin Port Container, a subsidiary of the Group, entered into the Equipment Purchase Agreement with Tianjin Port Information Technology for the purchase and installation of the Equipment for Monitoring System at the consideration of approximately RMB7.01 million.

LISTING RULES IMPLICATIONS

Tianjin Port Information Technology is a subsidiary of Tianjin Port Group (which 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 EQUIPMENT PURCHASE AGREEMENT

Date	:	18 April 2019
Parties	:	(1)	Tianjin Port Container
		(2)	Tianjin Port Information Technology
Scope	: Tianjin Port Information Technology is responsible for the provision of
		the Equipment for Monitoring System (including installation and related
		services) in accordance with the specifications required by Tianjin Port
		Container.

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Consideration	: The consideration is approximately RMB7.01 million, and is payable by
	instalments in accordance with the progress of the delivery and
	installation of the Equipment for Monitoring System. Such consideration
	was arrived at through a tender process held by Tianjin Port Container in
	accordance with the relevant PRC laws and regulations. It is expected
	that the consideration would be funded by internal resources of the
	Group.

REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUIPMENT PURCHASE AGREEMENT

Tianjin Port Information Technology has extensive experience in information system project. The Board considers that by entering into the Equipment Purchase Agreement, Tianjin Port Container will be able to benefit from the expertise and resources of Tianjin Port Information Technology and reduce the overall costs.

LISTING RULES IMPLICATIONS

Tianjin Port Information Technology is a subsidiary of Tianjin Port Group (which 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 the Transaction is 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.

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Tianjin Port Container is principally engaged in containerised cargo handling and other port ancillary services.

Tianjin Port Information Technology is principally engaged in information technology infrastructure construction, communication and information system engineering, operation and maintenance, telecoms business, software application and development, system integration, network operation and internet service, electronic data interchange technology service.

DEFINITIONS

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

"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;
"Equipment for Monitoring	the customs digital video monitoring system to be purchased
System"	by Tianjin Port Container pursuant to the Equipment
	Purchase Agreement;
"Equipment Purchase	the agreement dated 18 April 2019 entered into between
Agreement"	Tianjin Port Container and Tianjin Port Information
	Technology for the purchase and installation of the
	Equipment for Monitoring System, details of which are set
	out in the section headed "Principal terms of the Equipment
	Purchase Agreement" of this announcement;
"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;
"Tianjin Port Container"	天津港集裝箱碼頭有限公司 (Tianjin Port Container
	Terminal Co., Ltd.*), a limited liability company
	incorporated in the PRC and a wholly-owned subsidiary of
	the Group;
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"Tianjin Port Group"天津港（集團）有限公司 (Tianjin Port (Group) Co., Ltd.*),

"Tianjin Port Information

Technology"

"Transaction"

"%"

Hong Kong, 18 April 2019

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;

天津港信息技術發展有限公司 (Tianjin Port Information

Technology Development Co., Ltd.*), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of Tianjin Port Group;

the transaction contemplated under the Equipment Purchase Agreement; and

per cent.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

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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