Tianjin Port Development : Connected Transactions - Purchase of Machineries

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382) CONNECTED TRANSACTIONS PURCHASE OF MACHINERIES FOURTH COMPANY SALE AND PURCHASE AGREEMENT

On 13 January 2017, Fourth Company, a subsidiary of the Group, entered into the Fourth Company Sale and Purchase Agreement with Tianjin Jinan for the acquisition of two sets of 12t-33m portal cranes at the consideration of approximately RMB14.53 million.

FIFTH COMPANY SALE AND PURCHASE AGREEMENT

On 13 January 2017, Fifth Company, a subsidiary of the Group, entered into the Fifth Company Sale and Purchase Agreement with Tianjin Jinan for the acquisition of one set of 40t-45m portal crane at the consideration of approximately RMB16.08 million.

YUANHANG ORE SALE AND PURCHASE AGREEMENT

On 13 January 2017, Yuanhang Ore, a subsidiary of the Group, entered into the Yuanhang Ore Sale and Purchase Agreement with Tianjin Jinan for the acquisition of two sets of 40t-45m portal cranes at the consideration of approximately RMB32.52 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 transactions contemplated under each of the Sale and Purchase Agreements constitute 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 transactions contemplated under each of the Sale and Purchase Agreements are more than 0.1% but less than 5%, the transactions contemplated under each of the Sale and Purchase Agreements are only subject to the reporting and announcement requirements, but are exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

FOURTH COMPANY SALE AND PURCHASE AGREEMENT

1. PRINCIPAL TERMS OF THE FOURTH COMPANY SALE AND PURCHASE AGREEMENT

   Date : 13 January 2017

   Parties : (1) Purchaser: Fourth Company

   (2) Seller: Tianjin Jinan

   Assets to be acquired : Two sets of 12t-33m portal cranes with the provision of installation and related services, including but not limited to the design, manufacturing, assembly and testing of the portal cranes.

   Consideration : The consideration is approximately RMB14.53 million and shall be paid by instalments in accordance with the progress of the delivery and installation of the 12t-33m portal cranes. Such consideration was arrived at through a tender process held by Fourth Company in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by internal resources of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE FOURTH COMPANY SALE AND PURCHASE AGREEMENT

The purpose of purchasing the portal cranes is to increase the cargo handling capacity of the Group and improve the overall operating efficiency; and it could enable the Group to benefit in terms of long-term investment.

FIFTH COMPANY SALE AND PURCHASE AGREEMENT

1. PRINCIPAL TERMS OF THE FIFTH COMPANY SALE AND PURCHASE AGREEMENT

   Date : 13 January 2017

   Parties : (1) Purchaser: Fifth Company

   (2) Seller: Tianjin Jinan

   Asset to be acquired : One set of 40t-45m portal crane with the provision of installation and related services, including but not limited to the design, manufacturing, assembly and testing of the portal crane.

   Consideration : The consideration is approximately RMB16.08 million and shall be paid by instalments in accordance with the progress of the delivery and installation of the 40t-45m portal crane. Such consideration was arrived at through a tender process held by Fifth Company in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by internal resources of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE FIFTH COMPANY SALE AND PURCHASE AGREEMENT

The purpose of purchasing the portal crane is to increase the cargo handling capacity of the Group and improve the overall operating efficiency; and it could enable the Group to benefit in terms of long-term investment.

YUANHANG ORE SALE AND PURCHASE AGREEMENT

1. PRINCIPAL TERMS OF THE YUANHANG ORE SALE AND PURCHASE AGREEMENT

   Date : 13 January 2017

   Parties : (1) Purchaser: Yuanhang Ore

   (2) Seller: Tianjin Jinan

   Assets to be acquired : Two sets of 40t-45m portal cranes with the provision of installation and related services, including but not limited to the design, manufacturing, assembly and testing of the portal cranes.

   Consideration : The consideration is approximately RMB32.52 million and shall be paid by instalments in accordance with the progress of the delivery and installation of the 40t-45m portal cranes. Such consideration was arrived at through a tender process held by Yuanhang Ore in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by internal resources of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE YUANHANG ORE SALE AND PURCHASE AGREEMENT

The purpose of purchasing the portal cranes is to increase the cargo handling capacity of the Group and improve the overall operating efficiency; 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 transactions contemplated under each of the Sale and Purchase Agreements constitute 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 transactions contemplated under each of the Sale and Purchase Agreements are more than 0.1% but less than 5%, the transactions contemplated under each of the Sale and Purchase Agreements are only subject to the reporting and announcement requirements, but are 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 transactions contemplated under each of the Sale and Purchase Agreements are 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 transactions contemplated under each of the Sale and Purchase Agreements. 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. The principal business of Tianjin Port Group 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.

Fourth Company is principally engaged in non-containerised cargo handling and other port ancillary services.

Fifth Company is principally engaged in non-containerised cargo handling and other port ancillary services.

Yuanhang Ore 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;