Tianjin Port Development : Circulars - Proposals for General Mandates to Repurchase and to Issue Shares, Declaration of Dividend, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Port Development Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382)

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES,

DECLARATION OF DIVIDEND,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Forum Room I, Basement 2, Regal Hongkong Hotel, No. 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 29 May 2019 at 3:00 p.m. is set out on pages 17 to 20 of this circular. A form of proxy for use at the AGM (or any adjournment thereof) is also enclosed.

Whether or not you are able to attend the AGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 48 hours before the time scheduled for holding the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

25 April 2019

		CONTENTS
			Page
DEFINITIONS .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			2
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES . . . . . . . . . . . . . . . .			2
DECLARATION OF FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
RE-ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
APPENDIX I	−	EXPLANATORY STATEMENT ON THE
		REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	−	INFORMATION ON THE DIRECTORS PROPOSED
		FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	Forum Room I, Basement 2, Regal Hongkong Hotel, No. 88
	Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 29
	May 2019 at 3:00 p.m. (or any adjournment thereof);
"Articles of Association"	the articles of association of the Company;
"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;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China;
"Latest Practicable Date"	17 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
"Share Option Scheme"	the share option scheme of the Company adopted on 26 April
	2006;
"Shareholder(s)"	registered holder(s) of the Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers; and
"%"	per cent.

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382)

Executive Directors:	Registered Office:
CHU Bin (Chairman)	P.O. Box 1350, Clifton House
LI Quanyong (Managing Director)	75 Fort Street
SUN Bin	Grand Cayman KY1-1108
WANG Junzhong	Cayman Islands
SHI Jing
	Principal Place of Business in Hong Kong:
Independent Non-executive Directors:	Suite 3904-3907, 39/F.
Japhet Sebastian LAW	Tower Two, Times Square
CHENG Chi Pang, Leslie	1 Matheson Street
ZHANG Weidong	Causeway Bay
	Hong Kong
	25 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES,

DECLARATION OF DIVIDEND,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed at the AGM for approving (i) the general mandates to repurchase and issue Shares; (ii) the declaration of a final dividend; and (iii) the re-election of Directors.

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

Given the general mandates to repurchase and issue Shares granted by the Shareholders at the annual general meeting of the Company held on 5 June 2018 will lapse at the conclusion of the AGM, separate ordinary resolutions will be proposed at the AGM:

(a)grant of a general mandate to the Directors to exercise the powers of the Company to repurchase Shares not exceeding 10% of the total number of the Shares in issue as at the date of passing the relevant resolution (the "Repurchase Mandate"). Details of the proposed resolution for the Repurchase Mandate are set out in resolution 5(A) of the notice of AGM;

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LETTER FROM THE BOARD

(b)grant of a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing the relevant resolution (the "Share Issue Mandate"). Details of the proposed resolution for the Share Issue Mandate are set out in resolution 5(B) of the notice of AGM; and

(c)conditional upon the passing of the resolutions to grant the Repurchase Mandate and the Share Issue Mandate, extension of the Share Issue Mandate by an amount representing the total number of the Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the total number of the Shares in issue as at the date of passing the resolution for approving the Share Issue Mandate (the "Extension Mandate"). Details of the proposed resolution for the Extension Mandate are set out in resolution 5(C) of the notice of AGM.

Subject to the passing of the relevant resolution for the Share Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Share Issue Mandate to allot, issue and deal with up to a maximum of 1,231,600,000 Shares.

An explanatory statement, as required by the Listing Rules, providing the information reasonably necessary to enable the Shareholders to make an informed decision on whether to support the proposed resolution regarding the Repurchase Mandate, is set out in Appendix I to this circular.

DECLARATION OF FINAL DIVIDEND

The Board recommends the payment of a final dividend of HK2.79 cents per Share for the year ended 31 December 2018 (the "Dividend") to the Shareholders whose names appear on the register of members of the Company on Thursday, 6 June 2019.

The register of members of the Company will be closed from Tuesday, 4 June 2019 to Thursday, 6 June 2019 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the Dividend, 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 Monday, 3 June 2019.

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely CHU Bin, LI Quanyong, SUN Bin, WANG Junzhong, SHI Jing, Japhet Sebastian LAW, CHENG Chi Pang, Leslie and ZHANG Weidong.

Pursuant to Article 108 of the Articles of Association, Japhet Sebastian LAW, CHENG Chi Pang, Leslie and ZHANG Weidong shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election.

Pursuant to Article 112 of the Articles of Association, CHU Bin, SUN Bin and WANG Junzhong shall hold office until the AGM and, being eligible, offer themselves for re-election.

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