Tianjin Port Development : MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF ALL THE ISSUED SHARES OF COSCO SHIPPING PORTS EUROASIA

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)

MAJOR AND CONNECTED TRANSACTION

IN RELATION TO

THE ACQUISITION OF ALL THE ISSUED SHARES OF

COSCO SHIPPING PORTS EUROASIA

The Company is pleased to announce that on 28 April 2021, Tianjin Port Co, a non wholly-owned subsidiary of the Group, entered into the COSCO SHIPPING Ports Euroasia Agreement with COSCO SHIPPING Ports, pursuant to which Tianjin Port Co agreed to procure the Designated Subsidiary to acquire, and COSCO SHIPPING Ports agreed to transfer all the issued shares of COSCO SHIPPING Ports Euroasia at the consideration of RMB269,619,801.39 (subject to adjustment as described in this announcement). Upon completion of the Acquisition, COSCO SHIPPING Ports Euroasia will become a wholly-owned subsidiary of the Group, the Group's indirect equity interest in Euroasia International will increase from 40% to 70%, and Euroasia International will become a subsidiary of the Group.

Tianjin Port Co and the Designated Subsidiary will procure COSCO SHIPPING Ports Euroasia to, within 30 business days from (i) the Acquisition Completion Date or (ii) the date of completing the consolidation of the Repayment Amount (whichever is later), pay the Repayment Amount to COSCO SHIPPING Ports in the amount of not exceeding US$41,816,941.77.

COSCO SHIPPING Ports Tianjin is the substantial shareholder of Tianjin Port Container, a non wholly-owned subsidiary of the Group, and COSCO SHIPPING Ports is the holding company of COSCO SHIPPING Ports Tianjin. COSCO SHIPPING Ports is therefore a connected person of the Company at the subsidiary level. Accordingly, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14.24 of the Listing Rules, as the Disposal and the Acquisition constitute one transaction involving both an acquisition and a disposal, the Stock Exchange will apply the percentage ratios to both the Disposal and the Acquisition, and the transaction will be classified by reference to the larger of the Acquisition or the Disposal. The highest percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 25% but less than 75%, whereas the highest percentage ratio (as defined in the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%. Accordingly, the Acquisition constitutes a major and connected transaction of the Company and is subject to the reporting, announcement, circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

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Given (i) COSCO SHIPPING Ports is a connected person of the Company at the subsidiary level;

1. the Board has approved the Acquisition; and (iii) the independent non-executive Directors have confirmed that the terms of the Acquisition are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole, the Acquisition is exempt from the independent financial advice and independent shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

An EGM will be convened and held for the Shareholders to consider and, if thought fit, to approve, among other things, the COSCO SHIPPING Ports Euroasia Agreement and the Acquisition. A circular containing, among other things, details of the terms of the COSCO SHIPPING Ports Euroasia Agreement and the Acquisition and a notice of the EGM, is expected to be despatched to the Shareholders on or before 4 June 2021 (more than 15 business days after the publication of this announcement) as additional time is required to finalise certain information to be included in the circular.

Shareholders and potential investors of the Company should note that as the Acquisition is subject to the fulfilment or waiver (as applicable) of the conditions precedent under the COSCO SHIPPING Ports Euroasia Agreement, the Acquisition may or may not proceed. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the securities of the Company.

COSCO SHIPPING PORTS EUROASIA AGREEMENT

Date	:	28 April 2021
Parties	:	Tianjin Port Co
		COSCO SHIPPING Ports (as transferor)
Subject matter	:	Tianjin Port Co agreed to procure the Designated Subsidiary to acquire,

and COSCO SHIPPING Ports agreed to transfer all the issued shares of COSCO SHIPPING Ports Euroasia.

Tianjin Port Co undertakes to use its best endeavour to identify the Designated Subsidiary as soon as possible, and will within 5 business days of the Designated Subsidiary having been identified, procure the Designated Subsidiary to enter into a supplemental agreement with COSCO SHIPPING Ports to be added as the transferee to the COSCO SHIPPING Ports Euroasia Agreement.

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Consideration and	: The initial consideration is RMB269,619,801.39 (subject to adjustment as
payment terms	described below) which was arrived at after arm's length negotiations
	between the parties with reference to the preliminary appraised value
	determined by the independent valuer, China Tong Cheng Assets
	Appraisal Co., Ltd. (中通誠資產評估有限公司). China Tong Cheng
	Assets Appraisal Co., Ltd. adopted the asset-based approach for the
	valuation of the market value of the entire shareholders' equity in COSCO
	SHIPPING Ports Euroasia as at the Valuation Reference Date, and the
	preliminary appraised value was RMB269,619,801.39. The final
	consideration shall be determined with reference to the final appraised
	value in the final valuation report as filed by China COSCO SHIPPING
	Corporation Limited.
	If the final appraised value is the same as the preliminary appraised value,
	the final consideration will be the same as the initial consideration;
	whereas if the final appraised value is different from the preliminary
	appraised value, the amount of the final consideration shall be adjusted
	correspondingly with reference to the final appraised value, and shall be
	confirmed in the supplemental agreement to be entered into between the
	Designated Subsidiary and COSCO SHIPPING Ports within 5 business
	days of completion of the filing procedures and Tianjin Port Co having
	identified the Designated Subsidiary.
	The final consideration shall be paid by the Designated Subsidiary to
	COSCO SHIPPING Ports in one lump sum within 15 business days after
	the Acquisition Completion Date. The consideration shall be settled in US
	Dollars, and the exchange rate shall be the central parity rate of RMB
	against US Dollars on the date of payment as published by the People's
	Bank of China. Tianjin Port Co shall procure and guarantee the punctual
	performance of the payment obligation in full of the Designated
	Subsidiary under the COSCO SHIPPING Ports Euroasia Agreement.
	The consideration will be funded by internal resources of the Group.
Repayment Amount	: COSCO SHIPPING Ports shall assist and procure COSCO SHIPPING
	Ports Euroasia to consolidate the Repayment Amount before the
	Acquisition Completion Date, such that any Repayment Amount payable
	to those other than COSCO SHIPPING Ports will be consolidated to be
	payable to COSCO SHIPPING Ports.
	Tianjin Port Co and the Designated Subsidiary will procure COSCO
	SHIPPING Ports Euroasia to, within 30 business days from (i) the
	Acquisition Completion Date or (ii) the date of completing the
	consolidation of the Repayment Amount (whichever is later), pay the
	Repayment Amount to COSCO SHIPPING Ports in the amount of not
	exceeding US$41,816,941.77.

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Effectiveness of the	:	The COSCO SHIPPING Ports Euroasia Agreement shall become effective
COSCO		upon the fulfilment of the following conditions:
SHIPPING Ports		(i)	the respective legal representatives or authorised representatives of
Euroasia
Agreement			the parties having signed the COSCO SHIPPING Ports Euroasia
			Agreement and having affixed their official stamp thereto;
		(ii)	the Designated Subsidiary having entered into a supplemental
			agreement with COSCO SHIPPING Ports for the adding of the
			Designated Subsidiary to the COSCO SHIPPING Ports Euroasia
			Agreement as the transferee, and (if required) to confirm the final
			consideration for the Acquisition;
		(iii)	the parties having completed the relevant internal and external
			approval procedures for the signing and performance of the COSCO
			SHIPPING Ports Euroasia Agreement in accordance with their
			respective articles of association in force and the applicable laws;
		(iv)	the Company having complied with all applicable laws and
			regulations that may be required to be complied with in relation to
			the Acquisition and the related matters (including obtaining the
			necessary shareholders' approval for the Acquisition in accordance
			with the applicable provisions under the Listing Rules);
		(v)	Tianjin Port Group and APM Terminals Tianjin Company Limited
			having agreed to the Acquisition in writing and having waived or are
			deemed to have waived their right of first refusal;
		(vi)	the Acquisition having been approved by or filed with the competent
			PRC authority for overseas investment management;
		(vii)	the Tianjin Port Container Agreement having been entered into and
			signed; and
		(viii) other necessary prior approval and registration procedures (if any) in
			respect of the Acquisition having been obtained.
Conditions precedent	:	The implementation of the Acquisition is conditional upon the fulfilment
to completion		or waiver (as applicable) of the following conditions precedent:
		(i)	the COSCO SHIPPING Ports Euroasia Agreement having become
			effective;
		(ii)	the representations and warranties of the parties in the COSCO
			SHIPPING Ports Euroasia Agreement remaining true, accurate and
			complete in all aspects, and are true, accurate and complete as of the

Acquisition Completion Date; the parties having actually fulfilled relevant obligations (if any) under the COSCO SHIPPING Ports Euroasia Agreement to be performed on and before the Acquisition Completion Date;

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	(iii)	the Anti-Monopoly Bureau of the State Administration for Market
		Regulation of the PRC having completed the concentration of
		business operators / anti-monopoly review in respect of the
		Acquisition, and not having prohibited the Acquisition;
	(iv)	there having been no material adverse impact on COSCO SHIPPING
		Ports Euroasia during the Acquisition Transitional Period;
	(v)	COSCO SHIPPING Ports having made appropriate arrangements for
		the resignation of the director(s) of COSCO SHIPPING Ports
		Euroasia nominated by it, the senior management personnel of
		COSCO SHIPPING Ports Euroasia appointed by it, and the
		director(s) and the senior management personnel appointed by
		COSCO SHIPPING Ports Euroasia to Euroasia International (if any),
		such resignations shall be effective on the Acquisition Completion
		Date; and
	(vi)	COSCO SHIPPING Ports Euroasia having performed appropriate
		notification obligations to banks and other financial institutions,
		bondholders, or other entities entitled to notification, regarding the
		Acquisition; and the written consent (if applicable) from the creditors
		and notified entities having been obtained in respect of the
		Acquisition.
	The conditions precedent under paragraph (i) above (other than those
	relating to approvals by government bodies) and under paragraph (ii)
	above may be waived by agreement of both parties. The conditions
	precedent under paragraphs (iv) to (vi) above may be waived by the
	Designated Subsidiary. The condition precedent under paragraph (iii)
	above cannot be waived.
	The parties shall use their best efforts and take all necessary actions to
	procure the fulfilment of the conditions precedent above and the
	conditions under the paragraph headed "Disposal" below, and endeavor to
	complete the Acquisition before 30 June 2021. If the Acquisition is not
	completed before 30 September 2021, the parties should negotiate in good
	faith and actively seek reasonable and feasible solutions.
Disposal	: After the fulfilment or waiver (as applicable) of the conditions precedent
	as set out under "Conditions precedent to completion" above, and after all
	the conditions precedent of the Disposal under the Tianjin Port Container

Agreement have also been fulfilled or waived (as applicable), the

Acquisition shall be implemented on the same date with the Disposal.

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Completion	: Within 10 business days of fulfilment or waiver (as applicable) of all the
	conditions precedent as set out under "Conditions precedent to
	completion" above and the fulfilment of the conditions as set out in the
	paragraph headed "Disposal" above, the register of members and register
	of directors of COSCO SHIPPING Ports Euroasia shall be updated in
	respect of the Acquisition in accordance with the progress of the industrial
	and commercial registration procedures for the change in respect of the
	Disposal, such that the Acquisition Completion Date would be the same as
	the completion date of the Disposal.
Guarantee	: Tianjin Port Co is jointly and severally liable to COSCO SHIPPING Ports
	for all obligations, declarations, warranties, undertakings and
	responsibilities of the Designated Subsidiary under the COSCO
	SHIPPING Ports Euroasia Agreement and the supplemental agreement.

INFORMATION ON COSCO SHIPPING PORTS EUROASIA AND EUROASIA INTERNATIONAL

COSCO SHIPPING Ports Euroasia is a limited liability company incorporated in the British Virgin Islands with issued shares of US$1 and is principally engaged in investment holding. As at the date of this announcement, COSCO SHIPPING Ports Euroasia is a wholly-owned subsidiary of COSCO SHIPPING Ports.

COSCO SHIPPING Ports Euroasia holds 30% of the equity interest in Euroasia International. Euroasia International is a limited liability company incorporated in the PRC with a registered capital of RMB1.26 billion and is principally engaged in containerised cargo handling business. As at the date of this announcement, 40% of the equity interest in Euroasia International is held by the Group.

Upon completion of the Acquisition, COSCO SHIPPING Ports Euroasia will become a wholly-owned subsidiary of the Group, the Group's indirect equity interest in Euroasia International will increase from 40% to 70%, and Euroasia International will become a subsidiary of the Group.

According to the financial statements of COSCO SHIPPING Ports Euroasia prepared under the Hong Kong Financial Reporting Standards, the audited net asset value of COSCO SHIPPING Ports Euroasia as at 31 December 2020 was approximately US$9,268,000 and its net profit before and after tax for the two years ended 31 December 2019 and 2020 are set out below:

	For the year ended
	31 December
	2020	2019
	US$ million	US$ million
	(audited)	(unaudited)
Net profit before tax	1.63	1.21
Net profit after tax	1.50	1.07

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According to the audited financial statements of Euroasia International prepared under the China Accounting Standards for Business Enterprises, the audited net asset value of Euroasia International as at 31 December 2020 was approximately RMB1,482,014,000 and its audited net profit before and after tax for the two years ended 31 December 2019 and 2020 are set out below:

	For the year ended
	31 December
	2020	2019
	RMB million	RMB million
	(audited)	(audited)
Net profit before tax	94.56	68.38
Net profit after tax	70.59	50.85

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Acquisition together with the Disposal is favourable in developing the port of Tianjin into the northern international shipping hub, and can also accelerate the establishment of a world-class green and intelligent hub port, the construction of a convenient, efficient, and low-cost container logistics service system, and deepen all-dimensional cooperation with COSCO SHIPPING Ports. Upon completion of the Acquisition and the Disposal, the Group and COSCO SHIPPING Ports will cooperate closely to develop the market and to improve the port's operating efficiency.

Euroasia International is located in the Beijiang Port Area of the port of Tianjin, with superior marine transportation geographical conditions. Euroasia International has a terminal coastline of 1,100 metres in length, with two 100,000-tonne and one 70,000-tonne container berths. Container throughput handled by Euroasia International in 2020 was 3.06 million TEUs (2019: 2.86 million TEUs)

Currently, Euroasia International has established stable and long-term cooperative relations with multiple shipping companies, and opened multiple international routes to ports in the United States, Southeast Asia and other countries and regions worldwide. It also launched branch line business in Bohai Rim region and the coastal domestic shipment, covering both the domestic and foreign trade routes.

The Group is also planning to further optimise the resource allocation of the port area, expand production scale, improve production efficiency, enhance customer satisfaction, and maximise profitability in order to reap greater benefits for the Group.

The Directors are of the view that the Acquisition is conducted on normal commercial terms, and the terms of the COSCO SHIPPING Ports Euroasia Agreement and the Acquisition are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE PARTIES

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.

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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.

COSCO SHIPPING Ports is principally engaged in investment holding. COSCO SHIPPING Ports and its subsidiaries are principally engaged in the businesses of managing and operating terminals, and related businesses.

LISTING RULES IMPLICATIONS

COSCO SHIPPING Ports Tianjin is the substantial shareholder of Tianjin Port Container, a non wholly-owned subsidiary of the Group, and COSCO SHIPPING Ports is the holding company of COSCO SHIPPING Ports Tianjin. COSCO SHIPPING Ports is therefore a connected person of the Company at the subsidiary level. Accordingly, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14.24 of the Listing Rules, as the Disposal and the Acquisition constitute one transaction involving both an acquisition and a disposal, the Stock Exchange will apply the percentage ratios to both the Disposal and the Acquisition, and the transaction will be classified by reference to the larger of the Acquisition or the Disposal. The highest percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 25% but less than 75%, whereas the highest percentage ratio (as defined in the Listing Rules) in respect of the Acquisition is more than 5% but less than 25%. Accordingly, the Acquisition constitutes a major and connected transaction of the Company and is subject to the reporting, announcement, circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

Given (i) COSCO SHIPPING Ports is a connected person of the Company at the subsidiary level; (ii) the Board has approved the Acquisition; and (iii) the independent non-executive Directors have confirmed that the terms of the Acquisition are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole, the Acquisition is exempt from the independent financial advice and independent shareholders' approval requirements under Rule 14A.101 of the Listing Rules.

An EGM will be convened and held for the Shareholders to consider and, if thought fit, to approve, among other things, the COSCO SHIPPING Ports Euroasia Agreement and the Acquisition. A circular containing, among other things, details of the terms of the COSCO SHIPPING Ports Euroasia Agreement and the Acquisition and a notice of the EGM, is expected to be despatched to the Shareholders on or before 4 June 2021 (more than 15 business days after the publication of this announcement) as additional time is required to finalise certain information to be included in the circular.

Shareholders and potential investors of the Company should note that as the Acquisition is subject to the fulfilment or waiver (as applicable) of the conditions precedent under the COSCO SHIPPING Ports Euroasia Agreement, the Acquisition may or may not proceed. Shareholders and potential investors of the Company are therefore advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

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

"Acquisition"	the acquisition of all the issued shares of COSCO SHIPPING
	Ports Euroasia by the Designated Subsidiary from COSCO
	SHIPPING Ports in accordance with the COSCO SHIPPING
	Ports Euroasia Agreement, and thereby indirectly acquiring
	30% equity interest in Euroasia International;
"Acquisition Completion Date"	the date on which the updating of the register of members and
	register of directors of COSCO SHIPPING Ports Euroasia in
	respect of the Acquisition is completed;
"Acquisition Transitional	the period from the day following the Valuation Reference
Period"	Date (inclusive of that date) to the Acquisition Completion
	Date;
"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);
"connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"COSCO SHIPPING Ports"	COSCO SHIPPING Ports Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Main Board of the Stock Exchange (Stock Code: 1199);
"COSCO SHIPPING Ports	COSCO SHIPPING Ports (Tianjin Euroasia) Limited, a
Euroasia"	limited liability company incorporated in the British Virgin
	Islands and a wholly-owned subsidiary of COSCO SHIPPING
	Ports as at the date of this announcement;
"COSCO SHIPPING Ports	the agreement dated 28 April 2021 entered into between
Euroasia Agreement"	COSCO SHIPPING Ports (as transferor) and Tianjin Port Co
	in relation to the Acquisition, details of which are set out in the
	section headed "COSCO SHIPPING PORTS EUROASIA
	AGREEMENT" in this announcement;
"COSCO SHIPPING Ports	COSCO SHIPPING Ports (Tianjin) Limited, a limited liability
Tianjin"	company incorporated in the British Virgin Islands and a
	wholly-owned subsidiary of COSCO SHIPPING Ports;

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"Designated Subsidiary"	an offshore subsidiary to be designated by Tianjin Port Co for
	acquiring all the issued shares of COSCO SHIPPING Ports
	Euroasia in accordance with the COSCO SHIPPING Ports
	Euroasia Agreement;
"Director(s)"	the director(s) of the Company;
"Disposal"	the disposal of 34.99% of the equity interest in Tianjin Port
	Container by Tianjin Port Co to COSCO SHIPPING Ports
	Tianjin pursuant to the Tianjin Port Container Agreement,
	details of which have been set out in the Disposal
	Announcement;
"Disposal Announcement"	the announcement of the Company dated 26 February 2021 in
	relation to the Disposal;
"EGM"	the extraordinary general meeting of the Company to be
	convened and held to consider and, if thought fit, to approve,
	inter alia, the COSCO SHIPPING Ports Euroasia Agreement
	and the Acquisition;
"Euroasia International"	天 津 港 歐 亞 國 際 集 裝 箱 碼 頭 有 限 公 司 (Tianjin Port
	Euroasia International Container Terminal Co., Ltd.*), a
	limited liability company incorporated in the PRC which is
	held as to 40% by the Group as at the date 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;
"Repayment Amount"	the related accounts payables of COSCO SHIPPING Ports
	Euroasia in the aggregate amount of US$41,816,941.77 as at
	31 December 2020, as set out in the audited financial
	statements of COSCO SHIPPING Ports Euroasia as at 31
	December 2020;
"RMB"	Renminbi, the lawful currency of the PRC;
"Shareholder(s)"	the shareholder(s) of the Company;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial shareholder"	has the meaning ascribed to it under the Listing Rules;
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"Tianjin Port Co"	天津港股份有限公司 (Tianjin Port Holdings Co., Ltd.*), a
	limited liability company incorporated in the PRC and the
	shares of which are listed on the Shanghai Stock Exchange
	(Stock Code: 600717). As at the date of this announcement,
	approximately 56.81% of its equity interest is indirectly held
	by the Company;
"Tianjin Port Container"	天 津 港 集 裝 箱 碼 頭 有 限 公 司 (Tianjin Port Container
	Terminal Co., Ltd.*), a limited liability company incorporated
	in the PRC, which is held as to 76.68% by the Group as at the
	date of this announcement;
"Tianjin Port Container	the agreement dated 26 February 2021 entered into between
Agreement"	Tianjin Port Co (as transferor), COSCO SHIPPING Ports
	Tianjin (as transferee) and COSCO SHIPPING Ports in
	relation to the Disposal, details of which have been set out in
	the Disposal Announcement;
"Tianjin Port Group"	天津港(集團)有限公司 (Tianjin Port (Group) Co., Ltd.*), a
	limited liability company incorporated in the PRC and the
	Company's ultimate holding company;
"US Dollars" or "US$"	United States dollars, the lawful currency of the United States
	of America;
"Valuation Reference Date"	31 December 2020, being the reference date for the valuation
	of the market value of the entire shareholders' equity in
	COSCO SHIPPING Ports Euroasia; and
"%"	per cent.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

Hong Kong, 28 April 2021

As at the date of this announcement, the Board comprises Mr. Chu Bin, Mr. Luo Xunjie, Mr. Sun Bin, Ms. Xue Xiaoli 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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