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

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

REVISION OF ANNUAL CAPS

FOR CONTINUING CONNECTED TRANSACTIONS

REVISION OF ANNUAL CAPS UNDER THE 2020 PROCUREMENT FRAMEWORK AGREEMENT

Reference is made to the announcement of the Company dated 28 September 2020, in which it was announced, among other things, that the Company entered into the 2020 Procurement Framework Agreement with Tianjin Port Group.

The Board expects that the existing annual caps under the 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023 will be insufficient, and therefore the Board has resolved 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. 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 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023 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.

REVISION OF ANNUAL CAPS UNDER THE 2020 PROCUREMENT FRAMEWORK AGREEMENT

Reference is made to the announcement of the Company dated 28 September 2020, in which it was announced, among other things, that the Company entered into the 2020 Procurement Framework Agreement with Tianjin Port Group.

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The Board expects that the existing annual caps under the 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023 will be insufficient, and therefore the Board has resolved to revise the relevant annual caps.

Set out below are the existing and revised annual caps under the 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023:

		Annual caps (RMB in thousands)
For the year ending	For the year ending	For the year ending
31 December 2021	31 December 2022	31 December 2023
Existing	Revised	Existing	Revised	Existing	Revised
annual cap	annual cap	annual cap	annual cap	annual cap	annual cap
26,000	140,000	27,000	150,000	27,000	150,000

The revised annual caps under the 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023 are determined with reference to, among other things, the following factors:

1. the historical transactions and transaction amounts for the purchase of products;
2. the expectation on the demand for products in light of the expected business growth of the Group;
3. the anticipated annual inflation rate of 2.9% based on the increase in PRC consumer prices of 2.9% in 2019;
4. the Group plans to purchase the new softwares and the related hardwares to enhance the intelligence of port operation; and
5. the expected increase in transaction volume under the 2020 Procurement Framework Agreement following the completion of the Disposal.

In relation to item (v) above, reference is made to the announcements of the Company dated 26 February 2021 and 28 April 2021 respectively and the circular of the Company dated 1 April 2021 in relation to the Disposal, which had been approved by the independent shareholders of the Company at the extraordinary general meeting of the Company held on 28 April 2021. Upon completion of the Disposal, CHIMBUSCO Tianjin will become an associate of Tianjin Port Group and will also be a connected person of the Company. Accordingly, the transactions of the Group with CHIMBUSCO Tianjin (including but not limited to the purchase of products by the Group from CHIMBUSCO Tianjin) will constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

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Set out below are the historical amounts for the purchase of products by the Group from CHIMBUSCO Tianjin for the years ended 31 December 2019 and 2020 and the three months ended

31 March 2021:

Historical amounts (RMB in thousands)
For the year ended	For the year ended	For the three months
31 December 2019	31 December 2020	ended 31 March 2021
52,168	80,858	37,100

OPINION OF THE DIRECTORS

The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the 2020 Procurement Framework Agreement are entered into in the ordinary and usual course of business of the Group, and on normal commercial terms, and the terms are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole, and the revised annual caps for the three years ending 31 December 2021, 2022 and 2023 are fair and reasonable.

None of the Directors had a material interest in the transactions contemplated under the 2020 Procurement Framework Agreement. In view of good corporate governance practices, Chu Bin, Luo Xunjie and Xue Xiaoli, the Directors, abstain from voting in respect of the Board resolutions in relation to the transactions with the Tianjin Port Group Companies.

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 businesses include 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. 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 2020 Procurement Framework Agreement for the three years ending 31 December 2021, 2022 and 2023 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.

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DEFINITIONS

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

"2020 Procurement	the framework agreement dated 28 September 2020 entered into
Framework Agreement"	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;
"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"CHIMBUSCO Tianjin"	天津中燃船舶燃料有限公司 (CHIMBUSCO Marine Bunker
	(Tianjin) Co., Ltd.*), a limited liability company incorporated in
	the PRC and a non wholly-owned subsidiary of the Group as at
	the date of this announcement;
"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;
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Disposal"	the disposal of 53% of the equity interest in CHIMBUSCO
	Tianjin by the Group to a wholly-owned subsidiary of Tianjin
	Port Group, details of which were set out in the announcement of
	the Company dated 26 February 2021 and the circular of the
	Company dated 1 April 2021;
"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;
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"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 holding 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; and
Companies"
"%"	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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