Tianjin Port Development : REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS

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)

REVISION OF ANNUAL CAPS

FOR CONTINUING CONNECTED TRANSACTIONS

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS

Reference is made to the announcements of the Company dated 27 September 2017 and 23 October 2017 respectively, in which it was announced, among other things, that the Company entered into the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement with Tianjin Port Group. Reference is also made to the announcement of the Company dated 1 August 2018, in which it was announced, among other things, that the annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement were revised.

The Board expects that the existing annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020 will be insufficient, and therefore the Board proposed to revise the relevant annual caps.

LISTING RULES IMPLICATIONS

Tianjin Port Group is the controlling shareholder of the Company indirectly interested in 53.5% of the issued share capital of the Company. Hence, the Tianjin Port Group Companies are connected persons of the Company as defined in the Listing Rules. Accordingly, the transactions of the Group with the Tianjin Port Group Companies constitute continuing connected transactions 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 revised annual caps for the transactions contemplated under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020 are more than 0.1% but less than 5%, the relevant revised annual caps are only subject to the reporting, announcement and annual review requirements, but are exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

1

REVISION OF ANNUAL CAPS UNDER THE 2017 CARGO RECONFIGURATION, STORAGE AND LOGISTICS SERVICES FRAMEWORK AGREEMENT

Reference is made to the announcements of the Company dated 27 September 2017 and 23 October 2017 respectively, in which it was announced, among other things, that the Company entered into the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement with Tianjin Port Group. Reference is also made to the announcement of the Company dated 1 August 2018, in which it was announced, among other things, that the annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement were revised.

The Board expects that the existing annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement for the two years ending 31 December 2019 and 2020 will be insufficient, and therefore the Board proposed to revise the relevant annual caps.

Set out below are the historical transaction amounts for cargo reconfiguration, storage, logistics and other related services provided by the Group to the Tianjin Port Group Companies for the years ended 31 December 2017 and 2018 and the six months ended 30 June 2019, as well as the existing annual caps and the revised annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement for the two years ending 31 December 2019 and 2020.

Historical figures (RMB in thousands)		Annual cap (RMB in thousands)
For the year ended	For the year ended	For the six months	For the year ending	For the year ending
31 December 2017	31 December 2018	ended 30 June 2019	31 December 2019	31 December 2020
			Existing	Revised	Existing	Revised
			annual cap	annual cap	annual cap	annual cap
68,316	78,348	31,300	104,000	105,000	109,000	110,000

The revised annual caps under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement for the two years ending 31 December 2019 and 2020 are determined with reference to, among other things, the following factors: (i) the historical transactions and transaction amounts for the provision of cargo reconfiguration, storage, logistics and other related services; (ii) the Group's expectation on the demand for such services by the Tianjin Port Group Companies in light of the expected business growth of the Tianjin Port Group Companies; (iii) the anticipated annual inflation rate of 3%; and (iv) the anticipated demand for such services by the Tianjin Port Group Companies exceeds the initial expectation of the Group.

Saved for the revision of annual caps for the two years ending 31 December 2019 and 2020, the terms and conditions of the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement remain unchanged.

2

REVISION OF ANNUAL CAPS UNDER THE 2017 PROCUREMENT FRAMEWORK AGREEMENT

Reference is made to the announcement of the Company dated 27 September 2017, in which it was announced, among other things, that the Company entered into the 2017 Procurement Framework Agreement with Tianjin Port Group. As the applicable percentage ratios (as defined in the Listing Rules) in respect of the existing annual caps for the transactions contemplated under the 2017 Procurement Framework Agreement were less than 0.1%, the transactions contemplated under the 2017 Procurement Framework Agreement were exempt from the reporting, announcement, annual review, circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Board expects that the existing annual caps under the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020 will be insufficient, and therefore the Board proposed to revise the relevant annual caps.

1. Principal terms of the 2017 Procurement Framework Agreement

Date	:	27 September 2017
Parties	:	(1) the Company
		(2) Tianjin Port Group
Term	:	1 January 2018 to 31 December 2020
Nature of the transactions

Purchase of products including port machinery, equipment and working tools, materials and other products by the Group from the Tianjin Port Group Companies.

Pricing determination

Prices of products purchased are determined based on (i) the relevant comparable market prices of the similar products with reference to the types and qualities; and (ii) the quantities of the products.

Payment terms

Payments will be made by the Group to the Tianjin Port Group Companies on a one-off or monthly basis.

3

2. Historical figures and revised annual caps

Set out below are the historical transaction amounts for the purchase of products by the Group from the Tianjin Port Group Companies for the years ended 31 December 2017 and 2018 and the six months ended 30 June 2019, and the revised annual caps under the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020.

Historical figures (RMB in thousands)	Revised annual cap (RMB in thousands)
For the year ended	For the year ended	For the six months	For the year ending	For the year ending
31 December 2017	31 December 2018	ended 30 June 2019	31 December 2019	31 December 2020
6,153	4,288	200	11,000	15,000

1. Basis of the revised annual caps
   The revised annual caps under the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020 are determined with reference to, among other things, the following factors: (i) the historical transactions and transaction amounts for the purchase of products; (ii) the Group's expectation on the demand for products in light of the expected business growth of the Group; (iii) the anticipated annual inflation rate of 3%; and (iv) the anticipated demand for products exceeds the initial expectation of the Group.
2. Reasons for and benefits of the transactions contemplated under the 2017 Procurement Framework Agreement
   The Tianjin Port Group Companies are reliable and co-operative suppliers and have been able to meet the stringent demands of the Group for the products sold by them to the Group. Purchase of products by the Group from the Tianjin Port Group Companies at market price, on normal commercial terms and terms that are no less favourable to the Group than those offered by independent third parties, and purchasing products from reliable and co-operative suppliers (such as the Tianjin Port Group Companies) is in the interests of the Group as a whole.

OPINION OF THE DIRECTORS

The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement are in the ordinary and usual course of business of the Group and on normal commercial terms, the terms under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement, and their respective revised annual caps for the two years ending 31 December 2019 and 2020 are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

None of the Directors had material interest in the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement or the 2017 Procurement Framework Agreement. 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 the Tianjin Port Group Companies.

4

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.

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.

LISTING RULES IMPLICATIONS

Tianjin Port Group is the controlling shareholder of the Company indirectly interested in 53.5% of the issued share capital of the Company. Hence, the Tianjin Port Group Companies are connected persons of the Company as defined in the Listing Rules. Accordingly, the transactions of the Group with the Tianjin Port Group Companies constitute continuing connected transactions 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 revised annual caps for the transactions contemplated under the 2017 Cargo Reconfiguration, Storage and Logistics Services Framework Agreement and the 2017 Procurement Framework Agreement for the two years ending 31 December 2019 and 2020 are more than 0.1% but less than 5%, the relevant revised annual caps are only subject to the reporting, announcement and annual review requirements, but are exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

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

"2017 Cargo Reconfiguration,	the framework agreement dated 27 September 2017 entered
Storage and Logistics	into between the Company and Tianjin Port Group in relation
Services Framework	to the provision of cargo reconfiguration, storage, logistics and
Agreement"	other related services by the Group to the Tianjin Port Group
	Companies, details of which are set out in the announcements
	of the Company dated 27 September 2017 and 23 October
	2017 respectively;
"2017 Procurement	the framework agreement dated 27 September 2017 entered
Framework Agreement"	into between the Company and Tianjin Port Group in relation
	to the purchase of products including port machinery,
	equipment and working tools, materials and other products by
	the Group from the Tianjin Port Group Companies;
"Board"	the board of Directors;

5

"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;
"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 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 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;
"Tianjin Port Group	Tianjin Port Group and its associates (as defined in the Listing
Companies"	Rules); and
"%"	per cent.
	By Order of the Board
	Tianjin Port Development Holdings Limited
	Chu Bin
	Chairman
Hong Kong, 29 August 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

6