Tianjin Port Development : Announcements and Notices - Notice of Extraordinary General Meeting

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Tianjin Port Development Holdings Limited (the "Company") will be held at Gloucester Room I, 3rd Floor, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 6 December 2018 at 3:00 p.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT

the New Financial Services Framework Agreement, the Non-exempt Continuing Connected Transactions and the Proposed Annual Caps, all as defined and described in the circular of the Company dated 2 November 2018, and all other transactions contemplated thereunder and in connection therewith and any other ancillary documents, be and are hereby approved, confirmed and/or ratified; and THAT the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform, deliver all such agreements, instruments, documents and deeds, and do all such acts, matters and things and take all such steps as they may in their discretion consider necessary, desirable or expedient to implement and/or to give effect to the New Financial Services Framework Agreement, the Non-exempt Continuing Connected Transactions and the Proposed Annual Caps and all other transactions thereby contemplated as they may in their discretion consider to be desirable and in the interests of the Company."

By Order of the Board

Tianjin Port Development Holdings Limited

Zhang Ruigang

Chairman

Hong Kong, 2 November 2018

Notes:

• 1. Any shareholder of the Company entitled to attend and vote at the EGM (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

• 2. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time scheduled for holding the EGM (or any adjournment thereof).

• 3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• 4. The register of members of the Company will be closed from Friday, 30 November 2018 to Thursday, 6 December 2018 (both days inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer forms and the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 29 November 2018.

• 5. Where there are joint registered holders of any share of the Company, any one of such joint registered holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled, but if more than one of such joint registered holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares of the Company shall be accepted to the exclusion of the votes of the other registered holders.

• 6. The resolution set out in this notice will be decided by poll at the EGM.

• 7. As at the date of this notice, the board of directors of the Company comprises Mr. Zhang Ruigang, Mr. Li Quanyong, Mr. Wang Rui, Mr. Yu Houxin and Ms. Shi Jing as executive directors; and Professor Japhet Sebastian Law, Mr. Cheng

  Chi Pang, Leslie and Mr. Zhang Weidong as independent non-executive directors.