Tianjin Port Development : Announcements and Notices - Connected Transactions

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382)

CONNECTED TRANSACTIONS

EQUIPMENT PURCHASE AGREEMENT 1

On 10 June 2019, Tianjin Port Co, a subsidiary of the Group, entered into the Equipment Purchase Agreement 1 with Tianjin Port Information Technology for the purchase and installation of the Equipment for Control System at the consideration of approximately RMB9.53 million.

EQUIPMENT PURCHASE AGREEMENT 2

On 10 June 2019, Tianjin Port Co, a subsidiary of the Group, entered into the Equipment Purchase Agreement 2 with Tianjin Port Information Technology for the purchase and installation of the Display Equipment at the consideration of approximately RMB9.57 million.

SYSTEM DEVELOPMENT AGREEMENT

On 10 June 2019, Tianjin Port Co, a subsidiary of the Group, entered into the System Development Agreement with Tianjin Port Information Technology for the development of the intelligent monitoring system at the consideration of approximately RMB9.30 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 Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

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

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PRINCIPAL TERMS OF THE EQUIPMENT PURCHASE AGREEMENT 1

Date	:	10 June 2019
Parties	:	(1)	Tianjin Port Co
		(2)	Tianjin Port Information Technology
Scope	: Tianjin Port Information Technology is responsible for the provision of
		the Equipment for Control System (including installation and related
		services) in accordance with the specifications required by Tianjin Port
		Co.
Consideration	: The consideration is approximately RMB9.53 million, and is payable by
		instalments in accordance with the progress of the delivery and
		installation of the Equipment for Control system. Such consideration was
		arrived at through a tender process held by Tianjin Port Co in accordance
		with the relevant PRC laws and regulations. It is expected that the
		consideration would be funded by internal resources of the Group.
PRINCIPAL TERMS OF THE EQUIPMENT PURCHASE AGREEMENT 2
Date	:	10 June 2019
Parties	:	(1)	Tianjin Port Co
		(2)	Tianjin Port Information Technology
Scope	: Tianjin Port Information Technology is responsible for the provision of
		the Display Equipment (including installation and related services) in
		accordance with the specifications required by Tianjin Port Co.
Consideration	: The consideration is approximately RMB9.57 million, and is payable by
		instalments in accordance with the progress of the delivery and
		installation of the Display Equipment. Such consideration was arrived at
		through a tender process held by Tianjin Port Co in accordance with the
		relevant PRC laws and regulations. It is expected that the consideration
		would be funded by internal resources of the Group.
PRINCIPAL TERMS OF THE SYSTEM DEVELOPMENT AGREEMENT
Date	:	10 June 2019
Parties	:	(1)	Tianjin Port Co
		(2)	Tianjin Port Information Technology
Scope	: Tianjin Port Information Technology is responsible for the development
		of the intelligent monitoring system in accordance with the
		requirements of Tianjin Port Co.

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Consideration	: The consideration is approximately RMB9.30 million, and is payable by
	instalments in accordance with the progress of the development of the
	intelligent monitoring system. Such consideration was arrived at through
	a tender process held by Tianjin Port Co 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 1, THE EQUIPMENT PURCHASE AGREEMENT 2 AND THE SYSTEM DEVELOPMENT AGREEMENT

By entering into the Equipment Purchase Agreement 1, the Equipment Purchase Agreement 2 and the System Development Agreement, the Group will be able to improve the efficiency of operational control and command and ensure the safety operation at the port, further enhancing the Group's consolidated competitiveness.

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 Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios (as defined in the Listing Rules), calculated on an aggregate basis in respect of the Transactions, are more than 0.1% but less than 5%, the Transactions are only subject to the reporting and announcement requirements, but are 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 Transactions are 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 Transactions are in the interests of the Company and the shareholders of the Company as a whole.

None of the Directors had material interest in the Transactions. 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 Co 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 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;
"Display Equipment"	the display equipment for the control and command centre at
	the port of Tianjin to be purchased by Tianjin Port Co
	pursuant to the Equipment Purchase Agreement 2;
"Equipment for Control System"	the equipment for the control system for the control and
	command centre at the port of Tianjin to be purchased by
	Tianjin Port Co pursuant to the Equipment Purchase
	Agreement 1;
"Equipment Purchase	the agreement dated 10 June 2019 entered into between
Agreement 1"	Tianjin Port Co and Tianjin Port Information Technology for
	the purchase and installation of the Equipment for Control
	System, details of which are set out in the section headed
	"Principal terms of the Equipment Purchase Agreement 1" of
	this announcement;
"Equipment Purchase	the agreement dated 10 June 2019 entered into between
Agreement 2"	Tianjin Port Co and Tianjin Port Information Technology for
	the purchase and installation of the Display Equipment,
	details of which are set out in the section headed "Principal
	terms of the Equipment Purchase Agreement 2" of this
	announcement;
"Group"	the Company and its subsidiaries;

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"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;
"System Development	the agreement dated 10 June 2019 entered into between
Agreement"	Tianjin Port Co and Tianjin Port Information Technology for
	the development of the intelligent monitoring system, details
	of which are set out in the section headed "Principal terms of
	the System Development Agreement" of this announcement;
"Tianjin Port Co"	天津港股份有限公司 (Tianjin Port Holdings Co., Ltd.*), a
	limited company incorporated in the PRC and the shares of
	which are listed on the Shanghai Stock Exchange (Stock
	code: 600717). As at the date of this announcement,
	approximately 56.81% of its equity interest is indirectly held
	by the Company;
"Tianjin Port Group"	天津港（集團）有限公司 (Tianjin Port (Group) Co., Ltd.*),

"Tianjin Port Information Technology"

"Transactions"

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 transactions contemplated under the Equipment Purchase Agreement 1, the Equipment Purchase Agreement 2 and the System Development Agreement; and

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