Tianjin Port Development : CONNECTED TRANSACTION

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)

CONNECTED TRANSACTION

EQUIPMENT PURCHASE AGREEMENT

On 12 December 2019, TPG Global Ro-Ro, a subsidiary of the Group, entered into the Equipment Purchase Agreement with Tianjin Port Electric for the purchase and installation of the equipment for box-type substation at the consideration of approximately RMB5.96 million.

LISTING RULES IMPLICATIONS

Tianjin Port Electric 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	:	12 December 2019
Parties	:	(1)	TPG Global Ro-Ro
		(2)	Tianjin Port Electric
Scope	: Tianjin Port Electric is responsible for the provision of the equipment for
		box-type substation (including installation and related services) in
		accordance with the specifications required by TPG Global Ro-Ro.

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Consideration	: The consideration is approximately RMB5.96 million, and is payable by
	instalments in accordance with the progress of the delivery and
	installation of the equipment for box-type substation. Such consideration
	was arrived at through a tender process held by TPG Global Ro-Ro 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 Electric is one of the largest providers of electricity system in the port of Tianjin focusing on the purchase and installation of electrical equipment and is experienced in the port electrical projects in the port of Tianjin. The Board considers that by entering into the Equipment Purchase Agreement, TPG Global Ro-Ro will be able to benefit from the expertise and resources of Tianjin Port Electric in the purchase and installation of electrical equipment and reduce the overall costs.

LISTING RULES IMPLICATIONS

Tianjin Port Electric 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 through its group companies.

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TPG Global Ro-Ro is principally engaged in non-containerised cargo handling and other port ancillary services.

Tianjin Port Electric is principally engaged in the maintenance of electricity systems, testing and repair of electrical equipment, and electrical engineering projects.

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 Purchase	the agreement dated 12 December 2019 entered into between
Agreement"	TPG Global Ro-Ro and Tianjin Port Electric for the purchase
	and installation of the equipment for box-type substation,
	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 Electric"	天津港灣電力工程有限公司 (Tianjin Port Electricity Project
	Co., Ltd.*), a limited liability company incorporated in the
	PRC and a wholly-owned subsidiary of Tianjin Port Group;

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"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 holding 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;
"TPG Global Ro-Ro"	天 津 港 環 球 滾 裝 碼 頭 有 限 公 司 (TPG Global RO-RO
	Terminal Co., Ltd.*), a limited liability company incorporated
	in the PRC and a non-wholly owned subsidiary of the Group;
"Transaction"	the transaction contemplated under the Equipment Purchase
	Agreement; and
"%"	per cent.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

Hong Kong, 12 December 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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