Tianjin Port Development : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND 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 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 II, Basement 2, Regal Hongkong Hotel, No. 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 23 June 2021 at 3:00 p.m. is set out on pages 16 to 19 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 the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, 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.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page 1 of this circular for precautionary measures to be implemented at the AGM to prevent the spreading of Novel Coronavirus (COVID-19), including:

1. Compulsory body temperature checks
2. Submission of health declaration form
3. Compulsory wearing of surgical face mask
4. No provision of refreshments or drinks and no distribution of corporate gifts

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by the laws of Hong Kong. The Company also encourages Shareholders to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

28 April 2021

	CONTENTS
		Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . . . .	1
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES . . . . . . . . . . . . . . . . .	3
DECLARATION OF FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I	- EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	− INFORMATION ON THE DIRECTORS PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the present Novel Coronavirus (COVID-19) pandemic and recent requirements (if any) for prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the AGM in person, the Company will implement the following precautionary measures at the AGM:

1. Compulsory body temperature checks will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.3 degrees Celsius, or has flu-like symptoms or is otherwise unwell will be denied entry into the AGM venue.
2. Submission of health declaration form by all attendees at the entrance of the AGM venue.
3. Compulsory wearing of surgical face masks by all attendees prior to admission to the AGM venue and throughout the AGM.
4. Maintenance of a safe distance between seats. The Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding.
5. No refreshments or drinks will be provided and no corporate gifts will be distributed.

To the extent permitted by the laws of Hong Kong, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue so as to ensure the health and safety of the attendees at the AGM.

Subject to the development of the COVID-19 situation, the Company may implement additional precautionary measures as and when appropriate.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance at the AGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the AGM in person, Shareholders are encouraged to consider appointing the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM by submitting the form of proxy with voting instructions inserted.

The form of proxy for the AGM is enclosed with this circular. Alternatively, the form of proxy can be downloaded from the Company's website at www.tianjinportdev.com and the HKEXnews website at www.hkexnews.hk.

If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

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 II, Basement 2, Regal Hongkong Hotel, No. 88 Yee Wo
	Street, Causeway Bay, Hong Kong on Wednesday, 23 June 2021
	at 3:00 p.m. (or any adjournment thereof);

• Articles of Association"
• Board"
• Company"

the articles of association of the Company;

the board of Directors;

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)"
• Group"
• HK$"
• Hong Kong"
• Latest Practicable Date"

the director(s) of the Company;

the Company and its subsidiaries;

Hong Kong dollars, the lawful currency of Hong Kong;

the Hong Kong Special Administrative Region of the People's Republic of China;

22 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

• Listing Rules"
• SFO"
• Share(s)"
• Share Option Scheme"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

the Rules Governing the Listing of Securities on the Stock Exchange;

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

ordinary share(s) of HK$0.10 each in the share capital of the Company;

the share option scheme of the Company adopted on 26 April 2006;

holder(s) of the Shares;

The Stock Exchange of Hong Kong Limited;

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)	Windward 3, Regatta Office Park
LUO Xunjie (Managing Director)	PO Box 1350
SUN Bin	Grand Cayman KY1-1108
XUE Xiaoli	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

28 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO REPURCHASE AND 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 9 July 2020 will lapse at the conclusion of the AGM, separate ordinary resolutions will be proposed at the AGM:

1. 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

1. 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
2. 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 HK4.13 cents per Share for the year ended 31 December 2020 (the "Dividend") to the Shareholders whose names appear on the register of members of the Company on Friday, 2 July 2021.

The register of members of the Company will be closed from Wednesday, 30 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the Dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 29 June 2021.

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely CHU Bin, LUO Xunjie, SUN Bin, XUE Xiaoli, SHI Jing, Japhet Sebastian LAW, CHENG Chi Pang, Leslie and ZHANG Weidong.

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

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LETTER FROM THE BOARD

Japhet Sebastian LAW has served on the Board for more than 9 years. As an independent non- executive Director, Prof. Law has expressed objective views and given independent guidance to the Company over the years and continues demonstrating a firm commitment to his roles. The Board and the nomination committee of the Company (the "Nomination Committee") consider that the long services of Prof. Law would not affect his exercise of independent judgement and are satisfied that Prof. Law has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director.

The Nomination Committee, having reviewed the Board's composition, noted that pursuant to the nomination policy of the Company (the "Nomination Policy"), Mr. Sun, Prof. Law and Mr. Zhang are eligible for nomination, and nominated Mr. Sun, Prof. Law and Mr. Zhang to the Board for it to recommend to the Shareholders for re-election at the AGM. Mr. Zhang, being a member of the Nomination Committee, abstained from voting on his nomination.

The nominations were made in accordance with the Nomination Policy and the Nomination Committee has taken into account the various diversity aspects as set out in the board diversity policy of the Company and also Mr. Sun, Prof. Law and Mr. Zhang's vast and diverse business and professional background and their contributions to the Board. The Nomination Committee was satisfied with the independence of both Prof. Law and Mr. Zhang with reference to the criteria as set out in Rule 3.13 of the Listing Rules.

The Board, having considered the recommendation of the Nomination Committee, is of the view that Mr. Sun, Prof. Law and Mr. Zhang will continue to bring to the Board their own perspectives, skills and experience and resolved to recommend Mr. Sun, Prof. Law and Mr. Zhang to be re-elected as Directors at the AGM. The Board considers that the re-election of Mr. Sun, Prof. Law and Mr. Zhang as Directors is in the best interests of the Company and the Shareholders as a whole. Mr. Sun, Prof. Law and Mr. Zhang abstained from voting on each of their respective nominations.

Information on the Directors proposed for re-election at the AGM as required to be disclosed under the Listing Rules is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Forum Room II, Basement 2, Regal Hongkong Hotel, No. 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 23 June 2021 at 3:00 p.m., at which ordinary resolutions will be proposed to approve, inter alia, the Repurchase Mandate, the Share Issue Mandate, the Extension Mandate, the declaration of the Dividend and the re-election of Directors, is set out on pages 16 to 19 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will, therefore, exercise his power under Article 72 of the Articles of Association to put each of the resolutions to be proposed at the AGM (as set out in the notice of AGM) to be voted by way of a poll. An announcement on the results of the poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

The register of members of the Company will be closed from Friday, 18 June 2021 to Wednesday, 23 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 17 June 2021.

Whether or not you are able to attend the AGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, 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.

RECOMMENDATION

The Directors consider that the proposals regarding the Repurchase Mandate, the Share Issue Mandate, the Extension Mandate, the declaration of the Dividend and the re-election of Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Tianjin Port Development Holdings Limited

CHU Bin

Chairman

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APPENDIX I	EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders in relation to the Repurchase Mandate.

1. LISTING RULES
   The Listing Rules permit a company with a primary listing on the Stock Exchange to repurchase its shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:
   Shareholders' approval
   The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval of a particular transaction.
   Source of funds
   Repurchases must be made out of funds legally available for such purpose. A listed company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange.
   Trading restrictions
   The shares proposed to be repurchased by a company must be fully paid up. A maximum of 10% of the total number of existing issued shares of a company as of the date of resolution passed on the grant of a repurchase mandate may be repurchased on the Stock Exchange. A company may not issue or announce an issue of new shares for a period of 30 days immediately following a repurchase (other than an issue of shares pursuant to an exercise of warrants, share options or similar instruments requiring the company to issue shares which were outstanding prior to such repurchase) without the prior approval of the Stock Exchange. In addition, a company shall not repurchase shares on the Stock Exchange if the purchase price is higher by 5% or more than the average closing market price for the 5 preceding trading days on which its shares were traded on the Stock Exchange. The Listing Rules also prohibit a company from repurchasing its own shares on the Stock Exchange if the repurchase would result in the number of that company's listed shares which are in the hands of the public falling below the relevant prescribed minimum percentage as required by the Listing Rules.
2. SHARE CAPITAL
   As at the Latest Practicable Date, the issued share capital of the Company was 6,158,000,000 Shares. Subject to the passing of the ordinary resolution approving the Repurchase 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 Repurchase Mandate to repurchase up to a maximum of 615,800,000 Shares (representing 10% of the total number of the Shares in issue as at the Latest Practicable Date).

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE

1. REASONS FOR REPURCHASES
   The Directors are of the view that it may be to the benefit of the Company and the Shareholders to repurchase its Shares in certain circumstances. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Therefore, the Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so when the Directors are of the view that such repurchase will benefit the Company and the Shareholders as a whole.
2. FUNDING OF REPURCHASES
   In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Company's constitutional documents and the applicable laws of the Cayman Islands, being capital paid up on the repurchased Shares or out of the funds of the Company otherwise available for dividend or distribution. Any premium payable on a repurchase over the par value of the relevant Shares will be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account only. It is envisaged that the funds required for any repurchase would be derived from such sources.
   There may be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2020 in the event that the Repurchase Mandate is to be exercised in full. The Directors however do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
3. CONNECTED PARTIES
   No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of any present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders and exercised by the Board.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months and up to the Latest Practicable Date were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.57	0.485
May	0.53	0.47
June	0.57	0.475
July	0.66	0.53
August	0.64	0.57
September	0.57	0.50
October	0.54	0.495
November	0.66	0.51
December	0.70	0.59
2021
January	0.73	0.60
February	0.76	0.58
March	0.72	0.59
April (up to the Latest Practicable Date)	0.65	0.61

1. SHARE REPURCHASE MADE BY THE COMPANY
   No repurchases have been made by the Company of its Shares in the six months prior to the Latest Practicable Date.
2. UNDERTAKING
   None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company under the Repurchase Mandate.
   The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE

9. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, so far as was known to the Directors, the following persons had an interest in the Shares as recorded in the register required to be kept under Section 336 of the SFO (the "Register"):

			Approximate
			percentage of
			issued share
		Number of	capital of
Name of Shareholder	Capacity	Shares interested	the Company
Tianjin Port Overseas Holding Limited	Beneficial owner	3,294,530,000	53.5%
(Note 1)
Tianjin Port (Group) Co., Ltd.	Interest of a controlled	3,294,530,000	53.5%
("Tianjin Port Group") (Note 1)	corporation
Leadport Holdings Limited (Note 2)	Beneficial owner	1,293,030,000	21.0%
Tianjin Development Holdings Limited	Interest of controlled	1,293,180,000	21.0%
("Tianjin Development") (Note 2)	corporations
Tsinlien Group Company Limited	Interest of controlled	1,303,010,000	21.2%
("Tsinlien") (Note 3)	corporations
	Beneficial owner	35,976	0.0%
天津渤海國有資產經營管理有限公司	Interest of controlled	1,303,045,976	21.2%
(Tianjin Bohai State-owned Assets	corporations
Management Co., Ltd.*) ("Bohai") (Note 3)
天津津聯投資控股有限公司 (Tianjin	Interest of controlled	1,303,045,976	21.2%
Tsinlien Investment Holdings Co., Ltd.*)	corporations
("Tsinlien Investment Holdings") (Note 3)

• for identification purposes only

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APPENDIX I	EXPLANATORY STATEMENT ON THE
	REPURCHASE MANDATE

Notes:

1. By virtue of the SFO, Tianjin Port Group is deemed to be interested in all the Shares held by Tianjin Port Overseas Holding Limited, a wholly-owned subsidiary of Tianjin Port Group.
2. By virtue of the SFO, Tianjin Development (Stock Code: 00882), a company whose shares are listed on the Main Board of the Stock Exchange, is deemed to be interested in all the Shares held by Leadport Holdings Limited, a wholly-owned subsidiary of Tianjin Development.
3. Tianjin Development is a subsidiary of Tianjin Investment Holdings Limited which in turn is a wholly-owned subsidiary of Tsinlien. As at the Latest Practicable Date, according to the Register, Tianjin Investment Holdings Limited and Tsinlien Investment Limited, a wholly-owned subsidiary of Tsinlien, were beneficially interested in 6,820,000 Shares and 3,010,000 Shares respectively, representing an aggregate of approximately 0.2% of the Shares in issue. Tsinlien is a wholly-owned subsidiary of Bohai, which in turn is a wholly-owned subsidiary of Tsinlien Investment Holdings. By virtue of the SFO, Tsinlien, Bohai and Tsinlien Investment Holdings are deemed to be interested in all the Shares held by each of Tianjin Development, Tianjin Investment Holdings Limited and Tsinlien Investment Limited.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the interests of Tianjin Port Group and Tsinlien Investment Holdings in the Shares will be increased from 53.5% to approximately 59.4% and from approximately 21.2% to approximately 23.5% respectively of the issued share capital of the Company. The public float for the Shares will then be approximately 17.1%, which is below the minimum public float of 25% as required under Rule 8.08 of the Listing Rules.

Although exercise in full of the Repurchase Mandate will not result in either Tianjin Port Group or Tsinlien Investment Holdings becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code, the Company will not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%. In exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of public float. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation.

Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code if the Repurchase Mandate is exercised in full.

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APPENDIX II	INFORMATION ON THE DIRECTORS
	PROPOSED FOR RE-ELECTION

The biographical information on the Directors proposed to be re-elected at the AGM is set out as follows:

1. SUN Bin, Executive Director, Deputy General Manager, Member of Remuneration Committee

Aged 43, was appointed as deputy general manager of the Company on 15 December 2017, and was appointed as an executive Director on 22 January 2019. He is also a member of the remuneration committee of the Company (the "Remuneration Committee") and a director

of certain subsidiaries of the Group. Mr. Sun obtained a bachelor's degree in international economic law from Shanghai Maritime Institute（上海海運學院）in 2000 and a master's degree in international commercial law and European law from the University of Sheffield in the United Kingdom in 2003. He is a senior economist. Mr. Sun joined Tianjin Port Group since 2010 and had held a number of positions from November 2010 to November 2017, including assistant to head, deputy head and head of the corporate development department of Tianjin Port Group, and chief of the legal department and the secretary to the board of directors of Tianjin Port Group.

Before joining Tianjin Port Group, Mr. Sun was head of the investment promotion department of Tianjin Lingang Chanye Investment Holdings Co., Ltd.*（天津臨港產業投資控股有限公司）. Prior to that, Mr. Sun had been working in Sinochem Corporation（中國中化集團公司）and was responsible for legal and compliance control affairs. Mr. Sun has been a director of Tianjin Port Holdings Co., Ltd.*（天津港股份有限公司）, a non wholly-owned subsidiary of the Company whose shares are listed on the Shanghai Stock Exchange (Stock Code: 600717), since April 2016. Mr. Sun is also an arbitrator of China Maritime Arbitration Commission.

Mr. Sun has entered into a service contract with the Company for a term of three years with effect from 22 January 2019, which shall continue for further successive periods, subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. The remuneration of Mr. Sun is determined by the Board and the Remuneration Committee with reference to his duties and responsibilities and prevailing market conditions. For the year ended 31 December 2020, Mr. Sun received remuneration (including salaries, employer's contributions to retirement benefits scheme and other benefits) of HK$1,487,000.

As at the Latest Practicable Date, Mr. Sun does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Sun has no relationship with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. He has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

Save as disclosed above, there are no other matters in relation to the re-election of Mr. Sun which need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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APPENDIX II	INFORMATION ON THE DIRECTORS
	PROPOSED FOR RE-ELECTION

2. Japhet Sebastian LAW, Independent Non-executive Director, Chairman of Remuneration Committee, Member of Audit Committee

Aged 69, was appointed as an independent non-executive Director on 8 September 2005. He is also the chairman of the Remuneration Committee and a member of the audit committee of the Company (the "Audit Committee"). Prof. Law obtained his doctorate degree of philosophy in mechanical/industrial engineering from the University of Texas at Austin in 1976. He was a professor in the Department of Decision Sciences and Managerial Economics of the Chinese University of Hong Kong from 1986 until 2012, the associate dean and subsequently the dean of the Faculty of Business Administration of the Chinese University of Hong Kong from 1993 to 2002. Prior to returning to Hong Kong, Prof. Law was the director of Operations Research at the Cullen College of Engineering and director of Graduate Studies in Industrial Engineering at the University of Houston, and was also involved with the United States Space Program in his career with McDonnell Douglas and Ford Aerospace in the United States. Prof. Law has acted as a consultant for various corporations in Hong Kong and overseas. He is active in public services, having served as a member of the Provisional Regional Council of The Government of the HKSAR and various other government advisory committees, and is also active in serving on the boards of profit, non-profit, and charitable organisations in Hong Kong and overseas.

Prof. Law is currently an independent non-executive director of Binhai Investment Company Limited (Stock Code: 02886), Regal Hotels International Holdings Limited (Stock Code: 00078) and Shougang Fushan Resources Group Limited (Stock Code: 00639), companies whose shares are listed on the Main Board of the Stock Exchange, Global Digital Creations Holdings Limited (Stock Code: 08271) and Tianjin Binhai Teda Logistics (Group) Corporation Limited (Stock Code: 08348), companies whose shares are listed on the GEM of the Stock Exchange, and an independent supervisor of Beijing Capital International Airport Co., Ltd. (Stock Code: 00694), a company whose shares are listed on the Main Board of the Stock Exchange. Prof. Law also served as an independent non-executive director of Beijing Capital International Airport Co., Ltd. from June 2008 to June 2020.

Prof. Law has entered into an appointment letter with the Company for a term of two years with effect from 8 September 2019, which shall continue for further successive periods, subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. The remuneration of Prof. Law is determined by the Board and the Remuneration Committee with reference to his duties and responsibilities and prevailing market conditions. For the year ended 31 December 2020, Prof. Law received remuneration (including Director's fee and other benefit) of HK$575,000.

As at the Latest Practicable Date, Prof. Law was interested in 2,850,000 Shares, of which 150,000 Shares represent the Shares which may fall to be allotted and issued upon exercise in full of the share options granted by the Company to Prof. Law under the Share Option Scheme.

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APPENDIX II	INFORMATION ON THE DIRECTORS
	PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Prof. Law has no relationship with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. He has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

Prof. Law has given his written annual confirmation of independence to the Company. The Nomination Committee had assessed and reviewed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules.

Save as disclosed above, there are no other matters in relation to the re-election of Prof. Law which need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

3. ZHANG Weidong, Independent Non-executive Director, Chairman of Nomination Committee, Member of Audit Committee, Member of Remuneration Committee

Aged 56, was appointed as an independent non-executive Director on 28 June 2012. He is also the chairman of the Nomination Committee, a member of the Remuneration Committee and the Audit Committee. Mr. Zhang holds a master's degree in economics from Renmin University, a diploma of Programme for Management Development of Harvard Business School, and held a fellowship from Columbia University in New York, the United States.

Mr. Zhang is the founding partner and president of Qianhai International (HK) Limited. Mr. Zhang had been the executive director and the deputy chief executive officer of Wealthking Investments Limited (formerly known as OP Financial Limited, Stock Code: 01140), a company whose shares are listed on the Main Board of the Stock Exchange, and a partner of Oriental Patron Financial Group primarily responsible for private equity investments. Mr. Zhang has over 13 years of experience in the operation and management of commercial banking, during which he worked in the international business department of the Industrial and Commercial Bank of China Limited ("ICBC") with final position level as deputy general manager of department, including 3 years in ICBC Almaty Branch, where he was in charge of treasury, credit lending and office operations. Moreover, Mr. Zhang has 11 years of investment banking experience, served as executive director of ICEA Finance Group (the investment banking arm of ICBC) and managing director of Alpha Alliance Finance Holdings, responsible for corporate finance and sales department respectively.

Mr. Zhang is currently an independent non-executive director of ZZ Capital International Limited (Stock Code: 08295), a company whose shares are listed on the GEM of the Stock Exchange.

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APPENDIX II	INFORMATION ON THE DIRECTORS
	PROPOSED FOR RE-ELECTION

Mr. Zhang has entered into an appointment letter with the Company for a term of two years with effect from 28 June 2020, which shall continue for further successive periods, subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Articles of Association. The remuneration of Mr. Zhang is determined by the Board and the Remuneration Committee with reference to his duties and responsibilities and prevailing market conditions. For the year ended 31 December 2020, Mr. Zhang received remuneration (including Director's fee and other benefit) of HK$575,000.

As at the Latest Practicable Date, Mr. Zhang was interested in 450,000 Shares, which represent the Shares which may fall to be allotted and issued upon exercise in full of the share options granted by the Company to Mr. Zhang under the Share Option Scheme.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang has no relationship with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. He has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

Mr. Zhang has given his written annual confirmation of independence to the Company. The Nomination Committee had assessed and reviewed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules.

Save as disclosed above, there are no other matters in relation to the re-election of Mr. Zhang which need to be brought to the attention of the Shareholders and there is no other information that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Tianjin Port Development Holdings Limited (the "Company") will be held at Forum Room II, Basement 2, Regal Hongkong Hotel, No. 88 Yee Wo Street, Causeway Bay, Hong Kong on Wednesday, 23 June 2021 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements, the Directors' Report and the Independent Auditor's Report for the year ended 31 December 2020.
2. To declare a final dividend of HK4.13 cents per share for the year ended 31 December 2020.
3. To re-elect the directors of the Company and to authorise the board of directors of the Company to fix the directors' remuneration.
4. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.
5. To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. "THAT
2. 1. subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the total number of shares of the Company to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution,
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands or any applicable laws to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT
3. 1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval of paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the total number of the shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval of paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; or (iii) the grant of options to subscribe for or rights to acquire shares of the Company or the exercise of options granted under any share option scheme for the time being adopted by the Company; or (iv) any scrip dividend or other similar arrangement pursuant to the articles of association of the Company from time to time, shall not exceed 20% of the total number of the shares of the Company in issue as at the date of passing this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution); and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands or any applicable laws to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares of the Company open for a period fixed by the directors of the Company to the holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof as at that date (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

1. "THAT conditional on the passing of the Ordinary Resolutions 5(A) and 5(B) set out in the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to Ordinary Resolution 5(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5(A) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution)."

By Order of the Board

Tianjin Port Development Holdings Limited

CHU Bin

Chairman

Hong Kong, 28 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. An eligible shareholder of the Company is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy does not need to be a shareholder of the Company.
2. In the case of joint registered holders of any share of the Company, any one of such persons may vote at the AGM (or any adjournment thereof), either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
3. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time scheduled for holding the AGM (or any adjournment thereof).
4. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the AGM (or any adjournment thereof) should he/she so wish, and in such event, the form of proxy shall be deemed to be revoked.
5. The register of members of the Company will be closed from Friday, 18 June 2021 to Wednesday, 23 June 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 17 June 2021.
6. The register of members of the Company will be closed from Wednesday, 30 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to qualify for the final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 29 June 2021.
7. All resolutions set out in this notice will be decided by poll at the AGM.
8. In order to facilitate the prevention and control of the spreading of the Novel Coronavirus (COVID-19) pandemic and to safeguard the health and safety of the shareholders of the Company, the Company encourages its shareholders to consider appointing the chairman of the AGM as his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending in person.

As at the date of this notice, the board of directors of the Company comprises Mr. Chu Bin, Mr. Luo Xunjie, Mr. Sun Bin, Ms. Xue Xiaoli and Ms. Shi Jing as executive directors; and Professor Japhet Sebastian Law, Mr. Cheng Chi Pang, Leslie and Mr. Zhang Weidong as independent non-executive directors.

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