Tianjin Port Development : Connected Transaction

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382) CONNECTED TRANSACTION PURCHASE AGREEMENT

On 13 January 2017, Yuanhang International, a subsidiary of the Group, entered into the Purchase Agreement with Tianjin Jinan to acquire ore grab buckets and ore funnels for the Project at the consideration of approximately RMB7.92 million.

LISTING RULES IMPLICATIONS

Tianjin Jinan is a subsidiary of Tianjin Port Group (which is a controlling shareholder of the Company) and is therefore a connected person of the Company as defined in the Listing Rules. Accordingly, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

On 30 June 2016 and 12 December 2016, Yuanhang International entered into the Existing Agreements with certain subsidiaries of Tianjin Port Group (which are associates of Tianjin Port Group and are connected persons of the Company as defined under the Listing Rules) relating to the Project, details of which are set out in the announcements of the Company dated 30 June 2016 and 12 December 2016 respectively. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Purchase Agreement relating to the Project have been aggregated and the total consideration is approximately RMB164.86 million. As the applicable percentage ratios (as defined in the Listing Rules) are, in aggregate, more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PRINCIPAL TERMS OF THE PURCHASE AGREEMENT

Date : 13 January 2017

Parties : (1) Purchaser: Yuanhang International

(2) Seller: Tianjin Jinan

Assets to be acquired : Twelve sets of 40t with 9-cubic meter ore grab buckets, twelve sets of 40t with 12-cubic meter ore grab buckets and ten sets of 40t with 68-cubic meter ore funnels with the provision of installation and related services, including but not limited to the design, manufacturing and testing of ore grab buckets and ore funnels.

Consideration : The consideration is approximately RMB7.92 million and shall be paid by instalments in accordance with the progress of the delivery and installation of the equipment. Such consideration was arrived at through a tender process held by Yuanhang International in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by internal resources and borrowings of the Group.

REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AGREEMENT

The purpose of purchasing the ore grab buckets and ore funnels is to increase the cargo handling capacity of the Group; and it could enable the Group to benefit in terms of long-term investment.

LISTING RULES IMPLICATIONS

Tianjin Jinan is a subsidiary of Tianjin Port Group (which is a controlling shareholder of the Company) and is therefore a connected person of the Company as defined in the Listing Rules. Accordingly, the transaction contemplated under the Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

On 30 June 2016 and 12 December 2016, Yuanhang International entered into the Existing Agreements with certain subsidiaries of Tianjin Port Group (which are associates of Tianjin Port Group and are connected persons of the Company as defined under the Listing Rules) relating to the Project, details of which are set out in the announcements of the Company dated 30 June 2016 and 12 December 2016 respectively. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Purchase Agreement relating to the Project have been aggregated and the total consideration is approximately RMB164.86 million. As the applicable percentage ratios (as defined in the Listing Rules) are, in aggregate, more than 0.1% but less than 5%, the transaction contemplated under the Purchase Agreement is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that the transaction contemplated under the Purchase Agreement is 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.

None of the Directors had material interest in the transaction contemplated under the Purchase Agreement. In view of good corporate governance practices, Mr. Zhang Ruigang, Mr. Li Quanyong and Mr. Yu Houxin, the Directors, abstain from voting in respect of Board resolutions in relation to transactions with Tianjin Port Group and/or its associates (as defined in the Listing Rules).

GENERAL

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 primarily through its group companies.

Yuanhang International is principally engaged in non-containerised cargo handling and other port ancillary services.

Tianjin Jinan is principally engaged in manufacturing and installation of lifting and transport equipment and large-scale handling system equipment, large steel works, mechanical and electrical equipment installation engineering.

DEFINITIONS

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

"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);
"Director(s)"	the director(s) of the Company;
"Existing Agreements"	collectively, the sale and purchase agreement dated 30 June 2016, and the supervision agreement and the equipment purchase agreement each dated 12 December 2016 entered into between Yuanhang International and certain subsidiaries of Tianjin Port Group for the Project, details of which are set out in the announcements of the Company dated 30 June 2016 and 12 December 2016 respectively;
"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;
"Project"	the construction project of general bulk cargo terminal of Yuanhang International located at Nanjiang Port Area of the port of Tianjin;
"Purchase Agreement"	the agreement dated 13 January 2017 entered into between Yuanhang International and Tianjin Jinan for the purchase of equipment for the Project, details of which are set out in the section headed "Principal terms of the Purchase Agreement" of this announcement;
"RMB"	Renminbi, the lawful currency of the PRC;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Tianjin Jinan"	天津金岸重工有限公司 (Tianjin Jinan Heavy Equipment Co., Ltd.*), a limited liability company incorporated in the PRC and a non wholly-owned subsidiary of Tianjin Port Group;
"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;
"Yuanhang International"	天 津 港 遠 航 國 際 礦 石 碼 頭 有 限 公 司 (Tianjin Port Yuanhang International Ore Terminal Co., Ltd.*), a limited liability company incorporated in the PRC and a subsidiary of the Group; and
"%"	per cent.

By Order of the Board

Tianjin Port Development Holdings Limited Zhang Ruigang

Chairman

Hong Kong, 13 January 2017

As at the date of this announcement, the Board consists of Mr. Zhang Ruigang, Mr. Li Quanyong, Mr. Wang Rui, Mr. Yu Houxin and Ms. Shi Jing as executive directors; Professor Japhet Sebastian Law, Dr. Cheng Chi Pang, Leslie and Mr. Zhang Weidong as independent non-executive directors.

* For identification purposes only