Tianjin Port Development : TERMINATION OF CAPITAL INJECTION TO SHENHUA TIANJIN

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

TERMINATION OF CAPITAL INJECTION TO SHENHUA TIANJIN

Reference is made to the announcement of Tianjin Port Development Holdings Limited (the "Company") dated 23 October 2014 (the "2014 Announcement") in relation to the Capital Injection. Capitalised terms used herein shall have the same meanings as those defined in the 2014 Announcement unless the context requires otherwise.

As disclosed in the 2014 Announcement, Tianjin Port Co and the JV Partner have jointly agreed to make an aggregate capital contribution of RMB1,399,527,500 in cash on a pro rata basis to Shenhua Tianjin, of which Tianjin Port Co agreed to contribute RMB629,787,400 and the JV Partner agreed to contribute RMB769,740,100. Had the Capital Injection been implemented in full, the paid-up capital of Shenhua Tianjin would have been increased from RMB1,264,000,000 to RMB2,663,527,500.

As at the date of this announcement, the registered capital of Shenhua Tianjin had been increased to RMB2,663,527,500, whereas Tianjin Port Co and the JV Partner have made capital contribution of RMB117,443,500 and RMB143,545,000 respectively to Shenhua Tianjin pursuant to the Capital Injection. The paid-up capital of Shenhua Tianjin is RMB1,524,988,500, of which RMB686,243,500 is contributed by Tianjin Port Co and RMB838,745,000 is contributed by the JV Partner. The unpaid capital of Shenhua Tianjin is RMB1,138,539,000 (the "Unpaid Capital").

TERMINATION AGREEMENT

On 23 July 2020, Tianjin Port Co and the JV Partner entered into a termination agreement (the "Termination Agreement") pursuant to which Tianjin Port Co and the JV Partner agreed to terminate the Capital Injection and not to contribute the Unpaid Capital to Shenhua Tianjin, and the registered capital of Shenhua Tianjin will be decreased from RMB2,663,527,500 to RMB1,524,988,500.

Upon termination of the Capital Injection, the percentage shareholding interest of Tianjin Port Co and the JV Partner in Shenhua Tianjin remains unchanged at 45% and 55% respectively and Shenhua Tianjin continues to be accounted for as an associate of the Group.

REASONS FOR ENTERING INTO THE TERMINATION AGREEMENT

As disclosed in the 2014 Announcement, the Capital Injection is to provide funds for the Project. Since the Project was terminated, both parties agreed not to contribute the Unpaid Capital.

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The Directors consider that the termination of Capital Injection is fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole, and the termination of Capital Injection will not have any material adverse impact on the business operation and financial position of the Group.

The termination of Capital Injection constitutes a termination of the discloseable transaction of the Company as disclosed in the 2014 Announcement pursuant to Chapter 14 of the Listing Rules and is required to be announced under Rule 14.36 of the Listing Rules.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

Hong Kong, 23 July 2020

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

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