Tianjin Port Development : DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN AND NOTICE OF EXTRAORDINARY GENERAL MEETING

March 31, 2021 at 04:58 am

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)

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 12 of this circular. A letter from the Independent Board Committee is set out on page 13 of this circular. A letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 36 of this circular.

A notice convening the EGM to be held at 24th Floor, Admiralty Centre, Tower I, 18 Harcourt Road, Hong Kong on Wednesday, 28 April 2021 at 3:00 p.m. is set out on pages 65 to 66 of this circular. A form of proxy for use at the EGM (or any adjournment thereof) is also enclosed.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon 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 EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

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

Compulsory body temperature checks
Submission of health declaration form
Compulsory wearing of surgical face mask
No refreshments or drinks will be provided and no corporate gifts or cake coupons will be distributed

Any person who does not comply with the precautionary measures may be denied entry into the EGM 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 EGM as their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person.

Hong Kong, 1 April 2021

	CONTENTS
		Page
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . .	13
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX I	- SUMMARY OF THE ASSET VALUATION REPORT . . . . . . . . . . . . .	37
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . .	65

- i -

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY 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 EGM in person, the Company will implement the following precautionary measures at the EGM:

Compulsory body temperature checks will be conducted on every attendee at the entrance of the EGM 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 EGM venue.
Submission of health declaration form by all attendees at the entrance of the EGM venue.
Compulsory wearing of surgical face masks by all attendees prior to admission to the EGM venue and throughout the EGM.
Maintenance of a safe distance between seats. The Company may limit the number of attendees at the EGM as may be necessary to avoid over-crowding.
No refreshments or drinks will be provided and no corporate gifts or cake coupons will be distributed.

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

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 EGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the EGM in person, Shareholders are encouraged to consider appointing the chairman of the EGM as their proxy to vote on the relevant resolution at the EGM by submitting the form of proxy with voting instructions inserted.

The form of proxy for the EGM 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:

"Asset Valuation Report"the asset valuation report dated 8 February 2021 issued by the Valuer relating to the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin as at the Valuation Reference Date, the summary of which is set out in Appendix I to this circular;

associate(s)"
Board"
CHIMBUSCO Tianjin"

has the meaning ascribed to it under the Listing Rules;

the board of Directors;

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 Latest Practicable Date;

"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)"

controlling shareholder"
Director(s)"

"Disposal"

"Economic-Technological Co"

has the meaning ascribed to it under the Listing Rules;

the director(s) of the Company;

the disposal of 53% of the equity interest in CHIMBUSCO Tianjin by Tianjin Port Co to Economic-Technological Co pursuant to the Equity Transfer Agreement;

天津港經濟技術合作有限公司 (Tianjin Port Economic - Technological Cooperation Co., Ltd.*), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of Tianjin Port Group;

"EGM" or "Extraordinary	the extraordinary general meeting of the Company to be
General Meeting"	convened and held to consider and, if thought fit, to approve
	the Equity Transfer Agreement and the Disposal;

- 2 -

	DEFINITIONS

"Equity Transfer Agreement"	the agreement dated 26 February 2021 entered into between
	Tianjin Port Co (as transferor) and Economic-Technological
	Co (as transferee) in relation to the Disposal, details of which
	are set out in the section headed "Discloseable and connected
	transaction - Equity Transfer Agreement" in the "Letter from
	the Board" of this circular;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Independent Board	the independent board committee comprising all of the
Committee"	independent non-executive Directors;
"Independent Financial	Opus Capital Limited, a corporation licensed to carry out Type
Adviser" or "Opus Capital"	1 (dealing in securities) and Type 6 (advising on corporate
	finance) regulated activities under the SFO, being the
	independent financial adviser to advise the Independent Board
	Committee and the Independent Shareholders in relation to the
	Equity Transfer Agreement and the Disposal;

"Independent Shareholders" "Latest Practicable Date"

Shareholders, other than Tianjin Port Group and its associates;

26 March 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

Listing Rules"
PRC"

"RMB" "SFO"

"Share(s)"

"Shareholder(s)"

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

the People's Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

Renminbi, the lawful currency of the PRC;

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

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

the shareholder(s) of the Company;

- 3 -

DEFINITIONS

"Stock Exchange"

Tianjin Port Co"
Tianjin Port Group"
Transitional Period"

"US$"

"Valuation Reference Date"

"Valuer"

"%"

For identification purposes only

The Stock Exchange of Hong Kong Limited;

天津港股份有限公司 (Tianjin Port Holdings Co., Ltd.*), a limited liability company incorporated in the PRC and the shares of which are listed on the Shanghai Stock Exchange (Stock Code: 600717). As at the Latest Practicable Date, approximately 56.81% of its equity interest is indirectly held by the Company;

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 Latest Practicable Date;

the period from the day following the Valuation Reference Date (inclusive of that date) to the last day of the month of the completion date of the Disposal;

United States dollars, the lawful currency of the United States of America;

30 November 2020, being the reference date for the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin;

China Alliance Appraisal Co., Ltd（. 北京中同華資產評估有限公司）, an independent PRC asset valuer; and

per cent.

Unless otherwise stated, in the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text.

- 4 -

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

1 April 2021

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 26 February 2021 in relation to the Disposal. Pursuant to the requirements under the Listing Rules, the Company will seek the Independent Shareholders' approval in relation to the Equity Transfer Agreement and the Disposal at the EGM.

The purpose of this circular is to provide you with:

details of the terms of the Equity Transfer Agreement and the Disposal;
a letter from the Independent Board Committee to the Independent Shareholders in respect of the Equity Transfer Agreement and the Disposal;

- 5 -

LETTER FROM THE BOARD

a letter of advice from Opus Capital to the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the Disposal;
a summary of the Asset Valuation Report; and
a notice of EGM.

DISCLOSEABLE AND CONNECTED TRANSACTION

On 26 February 2021, Tianjin Port Co, a non wholly-owned subsidiary of the Group, entered into the Equity Transfer Agreement with Economic-Technological Co, pursuant to which Tianjin Port Co agreed to transfer, and Economic-Technological Co agreed to acquire, 53% of the equity interest in CHIMBUSCO Tianjin.

1. Equity Transfer Agreement

Date	:	26 February 2021
Parties	:	Tianjin Port Co	(as transferor)
		Economic-Technological Co	(as transferee)
Interest to be	:	53% of the equity interest in CHIMBUSCO Tianjin
disposed of
Consideration and	:	The consideration is RMB14,900,285.28 which was arrived at after
payment terms		arm's length negotiations between Tianjin Port Co and Economic-
		Technological Co with reference to the appraised value determined

by the Valuer. The Valuer adopted the asset-based approach for the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin as at the Valuation Reference Date, and the appraised value was RMB28,113,745.81.

The net profit and loss of CHIMBUSCO Tianjin for the Transitional Period shall be enjoyed or borne by Tianjin Port Co in proportion to its shareholding prior to the Disposal. The consideration shall be adjusted by 53% of the net profit and loss of CHIMBUSCO Tianjin for the Transitional Period, provided that the final consideration will not be less than RMB0.

The final consideration shall be paid by Economic-Technological Co to Tianjin Port Co in one lump sum in cash within 60 days after the date of completion of the Disposal.

- 6 -

LETTER FROM THE BOARD

Effectiveness and	:
conditions precedent

Completion:

The Equity Transfer Agreement will become effective upon satisfaction of, among others, the following conditions:

the Equity Transfer Agreement having been approved at the general meeting of the Company;
the declaration of concentration by business operators in relation to the Equity Transfer Agreement having been completed by Economic-Technological Co and the approval having been obtained; and
the loans provided to CHIMBUSCO Tianjin by Tianjin Port Co and its subsidiaries and the outstanding interest, and all dividend payable by CHIMBUSCO Tianjin to Tianjin Port Co having been repaid in full by CHIMBUSCO Tianjin before the date of completion of the Disposal.

After the Equity Transfer Agreement having become effective, Tianjin Port Co and Economic-Technological Co shall cooperate and handle the shareholding change registration with the industrial and commercial authorities in respect of the Disposal as soon as practicable in accordance with laws. The date of completion of the Disposal shall be the date of the registration for the shareholding change.

2. Information on CHIMBUSCO Tianjin

CHIMBUSCO Tianjin is a limited liability company incorporated in the PRC with a registered capital of RMB200 million and is principally engaged in the sale of fuel oil.

As at the Latest Practicable Date, Tianjin Port Co and 中國船舶燃料有限責任公司 (China Marine Bunker (PetroChina) Co., Ltd.*) hold 53% and 47% of the equity interest in CHIMBUSCO Tianjin respectively. To the best of the Directors' knowledge, information and

belief having made all reasonable enquiries, based on the information available to the Company, China Marine Bunker (PetroChina) Co., Ltd. is indirectly held as to 50% by 中國遠洋海運集團有限公司 (China COSCO Shipping Corporation Limited*) (a PRC state-owned enterprise), and as to 50% by 中國石油天然氣股份有限公司 (PetroChina Company Limited*) (a PRC state- owned enterprise).

Upon completion of the Disposal, the Group will no longer hold any equity interest in CHIMBUSCO Tianjin, and CHIMBUSCO Tianjin will cease to be a subsidiary of the Group.

- 7 -

LETTER FROM THE BOARD

According to the audited financial statements of CHIMBUSCO Tianjin prepared under the China Accounting Standards for Business Enterprises ("CASBE"), the key financial information of CHIMBUSCO Tianjin for the two years ended 31 December 2018 and 2019 and the eleven months ended 30 November 2020 are set out below:

	For the eleven
	months ended	For the year ended
	30 November	31 December
	2020	2019	2018
	RMB million	RMB million	RMB million
	(audited)	(audited)	(audited)
Revenue	1,958.31	2,468.90	2,957.87
Net profit/(loss) before and after tax	(68.86)	10.51	10.41
	As at
	30 November	As at 31 December
	2020	2019	2018
	RMB million	RMB million	RMB million
	(audited)	(audited)	(audited)
Total assets	1,467.50	1,461.93	1,508.74
- Fixed assets, construction in progress and
intangible assets	833.40	846.03	849.20
- Investment in other equity instrument/
Available-for-sale financial asset	25.00	25.00	25.00
- Inventories	183.15	130.99	177.85
- Accounts and notes receivables	292.50	254.44	339.94
- Cash and cash equivalents	109.84	171.89	90.49
- Others	23.61	33.58	26.26
Total liabilities	1,439.86	1,365.43	1,422.75
- Borrowings	757.80	935.10	867.80
- Accounts and notes payables	595.85	374.66	480.69
- Others	86.21	55.67	74.26
Net assets	27.64	96.50	85.99
Current assets	588.86	570.41	612.66
Current liabilities	1,388.86	1,056.23	1,394.75

The net assets of CHIMBUSCO Tianjin decreased to RMB27.64 million as at 30 November 2020 as compared to RMB96.50 million as at 31 December 2019, representing a net loss of approximately RMB68.86 million during the eleven months ended 30 November 2020. The deteriorating financial performance of CHIMBUSCO Tianjin was mainly attributable to: (i) the plummet of oil price in 2020 which resulted in a significant loss from the sale of oil inventory;

the decrease in profit margin of the business of supplying fuel to the inbound vessels due to fierce competition within the industry; and (iii) the high maintenance cost incurred for aging facilities during the eleven months ended 30 November 2020 to ensure that the operation meets the safety standard.

- 8 -

LETTER FROM THE BOARD

The Board has reviewed the methodology of, and the bases and assumptions adopted for, the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin as stated in the Asset Valuation Report. Based on the review of the Asset Valuation Report and having considered (i) that the valuation was conducted by the Valuer in compliance with the relevant PRC laws, regulations and valuation standards; (ii) the reasons for the adoption of the asset-based approach, the methodology and assumptions used for the valuation which are commonly adopted for valuating companies with similar results and of similar nature; and (iii) the independence, qualification and experience of the Valuer, the Board is of the view that the valuation methods and major assumptions adopted by the Valuer are fair and reasonable.

As at the Latest Practicable Date, the Directors were not aware of any material change in the business operation and financial performance of CHIMBUSCO Tianjin since the Valuation Reference Date.

3. Financial Effect of the Disposal

Upon completion of the Disposal, the Group will no longer hold any equity interest in CHIMBUSCO Tianjin, and CHIMBUSCO Tianjin will cease to be a subsidiary of the Group. Accordingly, the assets, liabilities and financial results of CHIMBUSCO Tianjin will no longer be consolidated into the consolidated financial statements of the Group.

It is estimated that the Group will record an unaudited loss before tax (after deducting non- controlling interests) from the Disposal of approximately RMB9.34 million, which is calculated using (i) approximately RMB16.44 million, being the difference between the consideration of the Disposal (i.e. RMB14,900,285.28) and the unaudited net asset value of CHIMBUSCO Tianjin attributable to the Group (being approximately RMB31.34 million) in the consolidated financial statements of the Group as at 30 November 2020 prepared under the Hong Kong Financial Reporting Standards ("HKFRS"), and deducting therefrom (ii) approximately RMB7.10 million, being the portion of the said loss attributable to the 43.19% non-controlling interest of Tianjin Port Co (which is the transferor of the Disposal as well as a non wholly- owned subsidiary held as to 56.81% by the Group).

The actual gain or loss of the Group arising from the Disposal is subject to audit, and can only be determined on or after the date of completion of the Disposal. The Group intends to use the proceeds from the Disposal as general working capital of the Group.

The unaudited net asset value (in the consolidated financial statements of the Group prepared under the HKFRS) of CHIMBUSCO Tianjin as at 30 November 2020 was approximately RMB59.13 million, which was different from the audited net asset value prepared under the CASBE. The unaudited net loss (in the consolidated financial statements of the Group prepared under the HKFRS) of CHIMBUSCO Tianjin for the eleven months ended 30 November 2020 was approximately RMB64.61 million, which was different from the audited net loss for the same period prepared under the CASBE. Such differences were mainly attributable to:

- 9 -

LETTER FROM THE BOARD

1. that CHIMBUSCO Tianjin held approximately 2.17% shareholding interest in Tianjin Port Finance Co., Ltd., which was recorded as an investment in other equity instrument, and whose assets and profit/loss were not shared in the audited financial statements of CHIMBUSCO Tianjin prepared under the CASBE; whereas since the Group held in aggregate 48% shareholding interest in Tianjin Port Finance Co., Ltd., such investment was accounted for as an investment in an associate (as defined under the HKFRS) using the equity method in the Group's consolidated financial statements prepared under the HKFRS; and
2. that the accounting treatments for leases are different under the HKFRS and the CASBE.
Reasons for and Benefits of the Disposal
CHIMBUSCO Tianjin is principally engaged in the sale of fuel oil, which is part of the sales business of the Group. The Disposal will enable the Group to further focus on its core business and allocate its resources on cargo handling business, which generates a higher return.
CHIMBUSCO Tianjin had a gearing ratio of approximately 969% as at 31 December 2019 which was significantly higher than that of the Group of approximately 50.7% as at 31 December 2019. Also, the gross profit margin of CHIMBUSCO Tianjin was approximately 3.0% for the year ended 31 December 2019 which was lower than that of the Group of approximately 21.4% for the year ended 31 December 2019. CHIMBUSCO Tianjin also had fluctuating operating results from time to time during the past few years and even recorded a net loss for the eleven months ended 30 November 2020, the Company considers that the Disposal would be conducive to improve the operating results of the Group as a whole. The Company believes that the Disposal will also reduce operational risks and capital risks of the Group, optimise the Group's debt structure and improve the Group's overall asset quality to lay the foundation for the Group's continuous and stable development.
The Directors are of the view that although the Disposal is not conducted in the ordinary and usual course of business of the Group, the Disposal is conducted on normal commercial terms, and the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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.
Tianjin Port Co 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.
Economic-Technological Co is principally engaged in investment holding.

- 10 -

LETTER FROM THE BOARD

6. Listing Rules Implications

Economic-Technological Co is a wholly-owned subsidiary of Tianjin Port Group (which is the controlling shareholder of the Company) and is therefore a connected person of the Company. Accordingly, the Disposal constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As the highest percentage ratio (as defined in the Listing Rules) in respect of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable and connected transaction of the Company and is subject to the reporting, announcement, circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

An Independent Board Committee has been established to advise the Independent Shareholders on the terms of the Equity Transfer Agreement and the Disposal. Opus Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection.

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, to approve the Equity Transfer Agreement and the Disposal. As Tianjin Port Group is the controlling shareholder of the Company and is materially interested in the Disposal, Tianjin Port Group and its associates, together holding 3,294,530,000 Shares which represent 53.5% of the issued share capital of the Company as at the Latest Practicable Date, will abstain from voting in respect of such resolution.

None of the Directors had a material interest in the Disposal. 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 Tianjin Port Group and/or its associates.

EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 24th Floor, Admiralty Centre, Tower I, 18 Harcourt Road, Hong Kong on Wednesday, 28 April 2021 at 3:00 p.m. at which an ordinary resolution will be proposed for the approval by the Independent Shareholders of the Equity Transfer Agreement and the Disposal is set out on pages 65 to 66 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, 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 EGM will, therefore, exercise his power under Article 72 of the articles of association of the Company to put the resolution to be proposed at the EGM to be voted by way of poll. An announcement on the results of the poll will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 11 -

LETTER FROM THE BOARD

The register of members of the Company will be closed from Friday, 23 April 2021 to Wednesday, 28 April 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 EGM, all transfer forms and 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, 22 April 2021.

RECOMMENDATIONS

The Independent Board Committee, having taken into account the terms of the Equity Transfer Agreement and the Disposal and the advice of Opus Capital, considers that although the Disposal is not conducted in the ordinary and usual course of business of the Group, the Disposal is conducted on normal commercial terms, and the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Equity Transfer Agreement and the Disposal.

The Directors considers that although the Disposal is not conducted in the ordinary and usual course of business of the Group, the Disposal is conducted on normal commercial terms, and the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Equity Transfer Agreement and the Disposal.

Your attention is also drawn to the additional information set out in the Appendices to this circular.

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

For identification purposes only

- 12 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

1 April 2021

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN

We refer to the circular of the Company dated 1 April 2021 (the "Circular") to the Shareholders, of which this letter forms part. Terms defined in the Circular have the same meanings in this letter unless the context requires otherwise.

We have been appointed by the Board as the members of the Independent Board Committee to consider and to advise the Independent Shareholders as to whether the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Opus Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Equity Transfer Agreement and the Disposal. The text of the letter of advice from Opus Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 36 of the Circular.

We wish to draw your attention to the letter from the Board as set out on pages 5 to 12 of the Circular.

Having taken into account the terms of the Equity Transfer Agreement and the Disposal and the advice of Opus Capital, we consider that although the Disposal is not conducted in the ordinary and usual course of business of the Group, the Disposal is conducted on normal commercial terms, and the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Equity Transfer Agreement and the Disposal.

Yours faithfully,

For and on behalf of the Independent Board Committee

Japhet Sebastian LAW	CHENG Chi Pang, Leslie	ZHANG Weidong
Independent	Independent	Independent
Non-executive Director	Non-executive Director	Non-executive Director

- 13 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Equity Transfer Agreement and the Disposal for the purpose of incorporation into this circular.

18th Floor, Fung House

19-20 Connaught Road Central

Central, Hong Kong

1 April 2021

To: the Independent Board Committee and the Independent Shareholders of

Tianjin Port Development Holdings Limited

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO

THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN

INTRODUCTION

We refer to our appointment by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Equity Transfer Agreement and the Disposal, details of which are set out in the letter from the Board (the "Letter from the Board") contained in the circular of the Company dated 1 April 2021 (the "Circular"), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

EQUITY TRANSFER AGREEMENT AND THE DISPOSAL

As stated in the Letter from the Board, on 26 February 2021, Tianjin Port Co, a non wholly- owned subsidiary of the Group, entered into the Equity Transfer Agreement with Economic- Technological Co, pursuant to which Tianjin Port Co agreed to transfer, and Economic-Technological Co agreed to acquire, 53% of the equity interest in CHIMBUSCO Tianjin at the consideration of RMB14,900,285.28 (the "Consideration"). Upon completion of the Disposal, the Group will no longer hold any equity interest in CHIMBUSCO Tianjin, and CHIMBUSCO Tianjin will cease to be a subsidiary of the Group.

- 14 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, to approve the Equity Transfer Agreement and the Disposal. As Tianjin Port Group is the controlling shareholder of the Company and is materially interested in the Disposal, Tianjin Port Group and its associates will abstain from voting in respect of such resolution.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Professor Japhet Sebastian Law, Mr. Cheng Chi Pang, Leslie and Mr. Zhang Weidong, all of whom are independent non-executive Directors, has been formed to advise the Independent Shareholders as to (i) whether the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable; (ii) whether the entering into of the Equity Transfer Agreement and the Disposal is conducted in the ordinary and usual course of business of the Group, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote on the ordinary resolution to be proposed at the EGM to approve the Equity Transfer Agreement and the Disposal. We have been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in the same regard.

OUR INDEPENDENCE

We were appointed as the independent financial adviser to advise the independent board committee and the independent shareholders of the Company in respect of the non-exempt continuing connected transactions and the proposed annual caps in relation to two framework agreements entered into between the Company and Tianjin Port Group dated 28 September 2020 (the "Past Appointment"), the details of which are set out in the circular of the Company dated 25 November 2020. The transactions under the Past Appointment are independent of the Equity Transfer Agreement and the Disposal contemplated thereunder.

As at the Latest Practicable Date, we did not have any relationship with, or interest in, the Group, Tianjin Port Group, or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal independent financial advisory fees paid or payable to us in connection with the Past Appointment and this appointment, no arrangements exist whereby we had received or will receive any fees or benefits from the Group, Tianjin Port Group or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to Rule 13.84 of the Listing Rules.

- 15 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our advice and recommendation to the Independent Board Committee and the Independent Shareholders, we have reviewed, among others:

the Equity Transfer Agreement;
the Company's annual reports for the years ended 31 December ("FY") 2018 (the "2018 Annual Report") and 2019 (the "2019 Annual Report");
the Company's interim report for the six months ended 30 June ("HY") 2020 (the "2020 Interim Report");
the audited financial statements of CHIMBUSCO Tianjin for FY2018, FY2019 and 11 months ended 30 November ("11M") 2020;
the Asset Valuation Report dated 8 February 2021 in relation to the valuation (the "Valuation") of the entire shareholders' equity in CHIMBUSCO Tianjin as at 30 November 2020, being the Valuation Reference Date, issued by the Valuer, the summary of which is set out in Appendix I to the Circular;
the valuation working papers and supporting documents as provided by the Valuer; and
other information as set out in the Circular.

We have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations made to us by the Company, the Directors and the management of the Group (collectively, the "Management"). We have assumed that all information and representations contained or referred to in the Circular and provided to us by the Management, for which they are solely and wholly responsible, are true, accurate and complete in all material respects and not misleading or deceptive at the time when they were provided or made and continued to be so up to the Latest Practicable Date.

We have also assumed that all statements of belief, opinion, expectation and intention made by the Management in the Circular were reasonably made after due enquiries and careful consideration and there are no other facts not contained in the Circular, the omission of which make any such statement contained in the Circular misleading. We have no reason to suspect that any relevant information has been withheld, or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Management, which have been provided to us.

- 16 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. However, we have not carried out any independent verification of the information provided to us by the Management, nor have we conducted any independent investigation into the business, financial conditions and affairs of the Group or its future prospects. We also have not considered the taxation implications on the Group as a result of the entering into of the Equity Transfer Agreement and the Disposal contemplated thereunder.

The Directors jointly and severally accept full responsibility for the Circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular misleading.

This letter is issued to the Independent Board Committee and the Independent Shareholders solely for their consideration of the Equity Transfer Agreement and the Disposal, and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating and giving our independent financial advice to the Independent Board Committee and the Independent Shareholders, we have taken into account the following principal factors:

1. Information on the Group

1.1 Background of the Group

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.

- 17 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.2 Financial information on the Group

Set out below is a summary of the financial results of the Group, as extracted and summarised from the 2019 Annual Report and the 2020 Interim Report:

Table 1: Financial results of the Group

	For the year ended	For the six months ended
	31 December	30 June
	2019	2018	2020	2019
	HK$'000	HK$'000	HK$'000	HK$'000
	(audited)	(audited)	(unaudited)	(unaudited)
Revenue	15,077,403	15,871,075	6,323,448	7,085,540
- Cargo handling	6,985,565	6,861,835	3,194,080	3,147,366
- Sales	5,908,197	6,465,721	2,128,374	2,850,134
- Other port ancillary services	2,183,641	2,543,519	1,000,994	1,088,040
Segment results	3,233,584	3,195,446	1,468,189	1,449,061
- Cargo handling	2,352,961	2,200,640	1,083,629	1,029,454
- Sales	141,780	144,180	2,385	19,315
- Other port ancillary services	738,843	850,626	382,175	400,292
Profit attributable to equity
holders of the Company	388,491	387,745	219,770	273,274

Source: 2019 Annual Report and 2020 Interim Report

HY2020 compared to HY2019

The Group recorded a total revenue of approximately HK$6,323.4 million in HY2020, representing a decrease of approximately HK$762.1 million or approximately 10.8% as compared to the total revenue of approximately HK$7,085.5 million in HY2019 which was mainly attributable to the decrease in revenue from sales business of approximately HK$721.8 million resulted from the decrease in both sales volume and prices. In HY2020, the revenue was primarily generated from several major business lines: (i) cargo handling business; (ii) sales business; and (iii) other port ancillary services business. In HY2020, the revenue generated from cargo handling business accounted for more than half of the total revenue of the Group which amounted to approximately HK$3,194.1 million, representing a slight increase of approximately 1.5% as compared to approximately HK$3,147.4 million in HY2019. However, the revenue generated from the sales business decreased significantly from approximately HK$2,850.1 million in HY2019 to approximately HK$2,128.4 million in HY2020, representing a decrease of approximately 25.3% which was attributable to the aforementioned decrease in both sales volume and prices.

- 18 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The profit attributable to the Shareholders decreased from approximately HK$273.3 million in HY2019 to approximately HK$219.8 million in HY2020, representing a significant decrease of approximately 19.6% as compared to that for HY2019. It was mainly resulted from the decrease in other income and gains which decreased from approximately HK$227.8 million in HY2019 to approximately HK$122.4 million in HY2020, representing a decrease of approximately 46.3% as there was an one-off gain on remeasurement of the equity interest in Tianjin Five Continents International Container Terminal Co., Ltd. held by the Group amounted to approximately HK$81.6 million in HY2019.

FY2019 compared to FY2018

The total revenue of the Group decreased from approximately HK$15,871.1 million in FY2018 to approximately HK$15,077.4 million in FY2019, representing a slight decrease of approximately 5.0% which was mainly attributable to the decrease in revenue from sales business which decreased from approximately HK$6,465.7 million in FY2018 to approximately HK$5,908.2 million in FY2019, representing a decrease of approximately HK$557.5 million or 8.6% due to the drop in sales volume. The profit attributable to the Shareholders amounted to approximately HK$387.7 million and HK$388.5 million in FY2018 and FY2019 respectively which remained relatively stable.

Set out below is a summary of the consolidated financial position of the Group, as extracted and summarised from the 2019 Annual Report and 2020 Interim Report:

Table 2: Financial position of the Group

	As at 30 June	As at 31 December
	2020	2019	2018
	HK$'000	HK$'000	HK$'000
	(unaudited)	(audited)	(audited)
Total assets	42,978,811	44,813,278	45,372,851
Total liabilities	16,631,329	18,309,693	19,581,570
Equity attributable to equity holders
of the Company	12,143,661	12,188,224	12,168,512

Source: 2019 Annual Report and 2020 Interim Report

As at 30 June 2020, the total assets of the Group amounted to approximately HK$42,978.8 million, which mainly comprised of: (i) property, plant and equipment amounted to approximately HK$19,631.5 million which accounted for approximately 45.7% of the Group's total assets; (ii) cash and cash equivalents of approximately HK$7,559.8 million which accounted for approximately 17.6% of the Group's total assets; (iii) right-of-use assets amounted to approximately HK$6,464.1 million which accounted for approximately 15.0% of the Group's total assets; (iv) investments accounted for using the equity method amounted to approximately HK$4,895.8 million which accounted for approximately 11.4% of the Group's total assets; and (v) trade and other receivables and notes receivables amounted to approximately HK$3,308.2 million which accounted for approximately 7.7% of the Group's total assets.

- 19 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at 30 June 2020, the total liabilities of the Group amounted to approximately HK$16,631.3 million, which mainly comprised of: (i) borrowings amounted to approximately HK$11,708.5 million, of which approximately HK$5,475.9 million is repayable within one year, which accounted for approximately 70.4% of the Group's total liabilities; and (ii) trade and other payables and contract liabilities amounted to approximately HK$3,593.4 million which accounted for approximately 21.6% of the Group's total liabilities.

Information on Tianjin Port Group
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.
Information on the parties
Tianjin Port Co 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.
Economic-Technological Co is principally engaged in investment holding.
Information on CHIMBUSCO Tianjin

4.1 Background of CHIMBUSCO Tianjin

CHIMBUSCO Tianjin is a limited liability company incorporated in the PRC with a registered capital of RMB200 million and is principally engaged in the sale of fuel oil.

Company, China Marine Bunker (PetroChina) Co., Ltd. is indirectly held as to 50% by 中國遠洋海運集團有限公司 (China COSCO Shipping Corporation Limited*) (a PRC state- owned enterprise), and as to 50% by 中國石油天然氣股份有限公司 (PetroChina Company Limited*)(a PRC state-owned enterprise).

- 20 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4.2 Financial information on CHIMBUSCO Tianjin

Table 3: Summary of the financial results of CHIMBUSCO Tianjin

	For the
	eleven months
	ended	For the year ended
	30 November	31 December
	2020	2019	2018
	RMB million	RMB million	RMB million
	(audited)	(audited)	(audited)
Revenue	1,958.31	2,468.90	2,957.87
Net profit/(loss) before and after tax	(68.86)	10.51	10.41

As shown above and set out in the audited financial statements for 11M2020 and FY2019 of CHIMBUSCO Tianjin, the revenue of CHIMBUSCO Tianjin has been decreasing in recent years. The total revenue of CHIMBUSCO Tianjin decreased from approximately RMB2,957.9 million in FY2018 to approximately RMB2,468.9 million in FY2019, representing a decrease of approximately 16.5%. In 11M2020, the total revenue of CHIMBUSCO Tianjin for an eleven-month period amounted to approximately RMB1,958.3 million which only accounted for approximately 79.3% of the total revenue in FY2019. CHIMBUSCO Tianjin recorded a net profit of approximately RMB10.4 million and RMB10.5 million in FY2018 and FY2019 respectively. However, it recorded a net loss of approximately RMB68.9 million in 11M2020. As advised by the Management, such deteriorating financial performance of CHIMBUSCO Tianjin was mainly attributable to:

the plummet of oil price in 2020 which resulted in a significant loss from the sale of oil inventory; (ii) the decrease in profit margin of the business of supplying fuel to the inbound vessels due to fierce competition within the industry; and (iii) the high maintenance cost incurred for aging facilities in 11M2020 to ensure that the operation meets the safety standard.

- 21 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Table 4: Summary of the financial position of CHIMBUSCO Tianjin

	As at
	30 November	As at 31 December
	2020	2019	2018
	RMB million	RMB million	RMB million
	(audited)	(audited)	(audited)
Total assets	1,467.50	1,461.93	1,508.74
- Fixed assets, construction in
progress and intangible assets	833.40	846.03	849.20
- Investment in other equity
instrument/Available-for-sale
financial asset	25.00	25.00	25.00
- Inventories	183.15	130.99	177.85
- Accounts and notes receivables	292.50	254.44	339.94
- Cash and cash equivalents	109.84	171.89	90.49
- Others	23.61	33.58	26.26
Total liabilities	1,439.86	1,365.43	1,422.75
- Borrowings	757.80	935.10	867.80
- Accounts and notes payables	595.85	374.66	480.69
- Others	86.21	55.67	74.26
Net assets	27.64	96.50	85.99
Current assets	588.86	570.41	612.66
Current liabilities	1,388.86	1,056.23	1,394.75

As set out in the Letter from the Board and the audited financial statements of CHIMBUSCO Tianjin, the net assets of CHIMBUSCO Tianjin decreased to approximately RMB27.6 million as at 30 November 2020 as compared to approximately RMB96.5 million as at 31 December 2019, representing a net loss of approximately RMB68.9 million for 11M2020. The current assets of CHIMBUSCO Tianjin amounted to approximately RMB588.9 million while the current liabilities of CHIMBUSCO Tianjin amounted to approximately RMB1,388.9 million. As such, CHIMBUSCO Tianjin is in net current liabilities of approximately RMB800.0 million. We further noted that CHIMBUSCO Tianjin has borrowings repayable within one year, classified as current liabilities, of approximately RMB706.8 million but the gross amount of: (i) cash; (ii) accounts and notes receivables; and (iii) other receivables was approximately RMB403.1 million which was less than the amount of borrowings repayable within one year. As such, the net loss for 11M2020 and the net current liabilities position may cast doubt on CHIMBUSCO Tianjin's ability to continue as a going concern. We also noted that the audited financial statements of CHIMBUSCO Tianjin for 11M2020 is prepared on the basis of going concern but drawing attention to the net loss and net current liabilities position for 11M2020.

As further set out in the Letter from the Board, as at the Latest Practicable Date, the Directors were not aware of any material change in the business operation and financial performance of CHIMBUSCO Tianjin since the Valuation Reference Date.

- 22 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Overview of the cargo throughput and the fuel oil industry in the PRC

In 2020, the outbreak of COVID-19 has brought unprecedented challenges to the global economy. The lockdown measures adopted by different countries have slowed down the economic and business activities across countries. According to The Guardian, China, among

other countries, becomes the first major economy to recover from COVID-19 pandemic. Based on the information extracted from the website of 國家統計局 (National Bureau of Statistics of the PRC*) (http://data.stats.gov.cn), the year-on-year ("YoY") growth in gross domestic product ("GDP") for the PRC in 2020 was approximately 2.3% (2019: 6.0%). The cargo handling

industry in the PRC is believed to be one of the least adversely affected industries under the COVID-19 pandemic. According to the information published by 中華人民共和國交通運輸部 (Ministry of Transport of the PRC*), the cargo throughput at ports in the PRC recorded a stable growth in 2020 with an approximate 4.3% YoY increase to approximately 14.55 billion tonnes.

On the other hand, the fuel oil industry in the PRC has been in a declining trend in recent years. The industrial transformation and upgrading coupled with the rapid development of

alternative energy sources, the consumption volume of China's refined oil and fuel oil have been declining since 2018. According to the information published by 國家統計局 (National Bureau of Statistics of the PRC*), the consumption of refined oil in 2019 and 2020 recorded a YoY decrease of approximately 3.7% and 6.8% respectively and the consumption of fuel oil recorded a YoY decrease of approximately 4.9% and 5.2% respectively during the same period which were mainly attributable to the decline in domestic refined oil production and the significant increase in refined oil export.

Table 5: China's Oil Consumption Statistics Summary (By category)

		FY2018	FY2019	FY2020
Refined Oil Consumption	1,467.50	1,461.93	1,508.74
(100	million ton)	3.23	3.11	2.90
Fuel Oil Consumption Note
(100	million ton)	2.85	2.71	2.57
Source: 國家統計局 (National Bureau of Statistics*)	and 中華人民共和國海關總署 (General Administration of
	Customs of the PRC*)
Note:	The fuel oil consumption is mainly divided into two types: gasoline consumption and diesel consumption.

- 23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reasons for and benefits of the Disposal
CHIMBUSCO Tianjin is principally engaged in the sale of fuel oil, which is part of the sales business of the Group. As set out in the Letter from the Board, the Disposal will enable the Group to further focus on its core business and allocate its resources on cargo handling business, which generates a higher return.

CHIMBUSCO Tianjin had a gearing ratio of approximately 969% as at 31 December 2019 which was significant higher than that of the Group of approximately 50.7% as at 31 December 2019. The gross profit margin of CHIMBUSCO Tianjin was approximately 3.0% for FY2019 which was lower than that of the Group of approximately 21.4% for FY2019. CHIMBUSCO Tianjin also had fluctuating operating results from time to time during the past few years and even recorded a net loss for 11M2020, therefore the Company considers that the Disposal would be conducive to improve the operating results of the Group as a whole. The Company believes that the Disposal will also reduce operational risks and capital risks of the Group, optimise the Group's debt structure and improve the Group's overall asset quality to lay the foundation for the Group's continuous and stable development. Details of our analysis on the benefits of the Disposal are set out in the section headed "8. Our analysis on the Disposal and the Equity Transfer Agreement ".

Principal terms of the Equity Transfer Agreement
The principal terms of the Equity Transfer Agreement are as follows:

Date:	26 February 2021
Parties:	Tianjin Port Co	(as transferor)
	Economic-Technological Co (as transferee)

Interest to be disposed of: 53% of the equity interest in CHIMBUSCO Tianjin

Consideration and payment terms:

The consideration is RMB14,900,285.28 which was arrived at after arm's length negotiations between Tianjin Port Co and Economic-Technological Co with reference to the appraised value determined by the Valuer. The Valuer adopted the asset-based approach for the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin as at the Valuation Reference Date, and the appraised value was RMB28,113,745.81.

- 24 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The final consideration shall be paid by Economic-Technological Co to Tianjin Port Co in one lump sum in cash within 60 days after the date of completion of the Disposal.

Effectiveness and conditions precedent:

The Equity Transfer Agreement will become effective upon satisfaction of, among others, the following conditions:

the Equity Transfer Agreement having been approved at the general meeting of the Company;
the declaration of concentration by business operators in relation to the Equity Transfer Agreement having been completed by Economic-Technological Co and the approval having been obtained; and
the loans provided to CHIMBUSCO Tianjin by Tianjin Port Co and its subsidiaries and the outstanding interest, and all dividend payable by CHIMBUSCO Tianjin to Tianjin Port Co having been repaid in full by CHIMBUSCO Tianjin before the date of completion of the Disposal.

Completion:

After the Equity Transfer Agreement having become effective, Tianjin Port Co and Economic- Technological Co shall cooperate and handle the shareholding change registration with the industrial and commercial authorities in respect of the Disposal as soon as practicable in accordance with laws. The date of completion of the Disposal shall be the date of the registration for the shareholding change.

8. Our analysis on the Disposal and the Equity Transfer Agreement

8.1 Analysis on the benefits of the Disposal

A. Facilitate the Group to focus on its core business which generates a higher return Decreasing trend of oil prices

As mentioned above in the paragraph headed "4.2 Financial information on CHIMBUSCO Tianjin" under section headed "4. Information on CHIMBUSCO Tianjin ", the financial performance of CHIMBUSCO Tianjin deteriorated significantly in 2020 amid fierce competition and challenges in the oil industry under the decreasing trend of oil prices.

- 25 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to a briefing paper entitled "Oil prices" published by House of Commons of the United Kingdom on 24 June 2020 in relation to the Brent crude oil prices, the oil prices peaked at approximately US$150 a barrel in July 2008 and fell sharply in the second half of 2008 to a low of below US$40 a barrel resulted from the global financial crisis. Although the oil prices increased steadily in 2011 to above US$100 a barrel, it fell drastically to below US$50 a barrel in the second half of 2014 and early 2015 as the demand for oil was weak due to the relatively low global growth. The oil prices then showed a mild increasing trend to above US$75 a barrel from early 2016 to late 2018 followed by a fall at the end of 2018. After the oil prices remained at a relatively stable level of US$60 to US$70 a barrel in 2019, it fell again to below US$25 a barrel in April 2020, the lowest level since February 2002. Since then, the oil prices fluctuated at the level of approximately US$60 a barrel up to the date of announcement in relation to the Disposal. The global outbreak of COVID-19 pandemic in 2020 has led to lockdowns in various countries which has indirectly further reduced the demand for oil. Such a fall in demand has led to an oversupply of oil and resulted in a rapid build-up of stocks which may impose pressure on oil prices in the foreseeable future.

Low segment profit margin of the Group's sales business

The decrease in oil prices will certainly lower the profitability of the sales business of the Group which is currently carried out by CHIMBUSCO Tianjin. As set out above in the paragraph headed "1.2 Financial information on the Group " under the section headed "1. Information on the Group ", the Group generated a revenue of approximately HK$6,465.7 million and HK$5,908.2 million from the sales business in FY2018 and FY2019 respectively. However, the segment results of the sales business in FY2018 and FY2019 was only approximately HK$144.2 million and HK$141.8 million respectively, representing a minimal segment profit margin of approximately 2.2% and 2.4% in FY2018 and FY2019 respectively. On the contrary, the Group generated a revenue of approximately HK$6,861.8 million and HK$6,985.6 million from the cargo handling business in FY2018 and FY2019 respectively and generated a segment results of approximately HK$2,200.6 million and HK$2,353.0 million in FY2018 and FY2019 respectively, representing a segment profit margin of approximately 32.1% and 33.7% in FY2018 and FY2019 respectively. As such, we concur that the Disposal will enable the Group to further focus on its core business and allocate its resources on cargo handling business, which generates a higher return.

Reduction of operational risks and capital risks by lowering the Group's gearing ratio Gearing ratio of the Group

As set out in the 2020 Interim Report and the 2019 Annual Report, the gearing ratio of the Group, which was calculated by dividing the total borrowings by total equity, has been improving in recent years. The gearing ratio of the Group decreased from approximately 59.9% as at 31 December 2018 to approximately 50.7% as at 31 December 2019 and further decreased to approximately 44.4% as at 30 June 2020.

- 26 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Gearing ratio of CHIMBUSCO Tianjin

Based on the calculation of the gearing ratio of the Group, it is noted that the total borrowings and total equity of CHIMBUSCO Tianjin amounted to RMB757.8 million and RMB27.6 million respectively as at 30 November 2020. As such, the gearing ratio of CHIMBUSCO Tianjin was approximately 2,745.7% as at 30 November 2020 which was significantly higher than the gearing ratio of the Group of approximately 44.4% as at 30 June 2020.

Reduction of gearing ratio of the Group

In view of the gearing ratio of CHIMBUSCO Tianjin is significantly higher than that of the Group, when CHIMBUSCO Tianjin ceases to be a subsidiary of the Group upon the completion of the Disposal, it will enable the Group to lower its debt and the gearing ratio. As such, we concur that the Disposal will reduce operational risks and capital risks of the Group, optimise the Group's debt structure and improve the Group's overall asset quality to lay the foundation for the Group's continuous and stable development.

8.2 Analysis on the Consideration

As set out in the Letter from the Board, the Consideration pursuant to the Equity Transfer Agreement was arrived at after arm's length negotiations between Tianjin Port Co and Economic-Technological Co with reference to the appraised value determined by the Valuer with the adoption of the asset-based approach for the valuation of the market value of the entire shareholders' equity in CHIMBUSCO Tianjin as at the Valuation Reference Date, and the appraised value was RMB28,113,745.81.

Further details of the Valuation are set out in the summary of the Asset Valuation Report enclosed in Appendix I to the Circular. In performing the Valuation, the Valuer has complied with all the relevant requirements in accordance with the relevant valuation standards.

We have obtained and reviewed the Asset Valuation Report and the relevant valuation workings provided by the Valuer and discussed with the relevant staff of the Valuer with particular attention to, among others, (i) the Valuer's terms of engagement with Tianjin Port Co; (ii) the Valuer's qualification and experience in relation to the preparation of the Valuation; and (iii) the steps and due diligence measures taken by the Valuer in performing the Valuation. After our review of the information provided by the Valuer and enquiry with the Valuer, we are satisfied that the terms of engagement between Tianjin Port Co and the Valuer are appropriate in relation to the opinion the Valuer is required to give. The Valuer has confirmed that it is independent from the Company, the parties to the Disposal and their respective core connected persons, close associates and associates.

- 27 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For the expertise of the Valuer, we understand that the Valuer is certified with the relevant professional qualifications required to perform the Valuation as evidenced by the relevant certificate provided. The person in-charge signing the Asset Valuation Report has over 16 years of experience in conducting valuation. In view of the above, we consider that the Valuer is qualified and possesses sufficient relevant experience in performing the Valuation. We also noted that the Valuer mainly carried out its due diligence through: (i) management interviews; (ii) its own proprietary research; (iii) publicly available information through its own research as well as the financial information provided by the management of the Group; and (iv) site visit. We are advised by the Valuer that it has assumed such information to be true, complete and accurate and has accepted it without verification.

Valuation

Valuation methodology

From our review of the Asset Valuation Report and as per our discussion with the Valuer, the Valuer has considered three generally accepted approaches to obtain the market value of the entire shareholders' equity in CHIMBUSCO Tianjin in performing the Valuation, namely the market approach, the income approach and the asset-based approach. During our discussion with the Valuer, we understand that the selection of valuation approach is based on, among others, the quantity and quality of information provided, availability of relevant market transactions, type and nature of subject assets, operation status of the valuation subject entity and professional judgement.

We have further enquired the Valuer of the factors considered in selecting the valuation methodology. After considering each of the three approaches, the Valuer considered that: (i) the market approach is not appropriate due to the lack of sufficient suitable direct market comparables; (ii) the income approach is not appropriate as CHIMBUSCO Tianjin only generated net profit of minimal amount or incurred net loss in previous years and was in net current liabilities position which may cast doubt on CHIMBUSCO Tianjin's ability to continue as a going concern while significant judgement will be exerted for the estimation of revenue and costs for income approach, which further increases the inherent uncertainties and risks in any projections derived for the purpose of the income approach; and (iii) the asset-based approach to be the most appropriate valuation methodology as the major assets owned by CHIMBUSCO Tianjin are fixed assets which include, among others, the oil tank and oil pipelines which are the major assets for its business operation and the asset- based approach is based on the general concept that the earning power of a business entity is derived primarily from its existing assets. From our review of the audited financial statements for 11M2020 of CHIMBUSCO Tianjin, the amount of fixed assets accounted for more than 80% and 50% of the non-current assets and total assets of CHIMBUSCO Tianjin which is consistent with the understanding of the Valuer that the major assets owned by CHIMBUSCO Tianjin are fixed assets.

- 28 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The assumption of asset-based approach is that when each element of: (i) working capital; (ii) tangible; and (iii) intangible assets is individually valued, the gross amount represents the value of a business entity and equals to the value of its invested capital. In particular, the entire equity value of the valuation subject entity is arrived at by first summing up the appraised values of each component of the assets owned by it and then deducting the appraised values of its liabilities. Therefore, the asset- based approach values each item of the subject entity's asset and liability with the end product being the appraised net asset value of the subject entity.

In view of the above, in particular: (i) CHIMBUSCO Tianjin only generated net profit of minimal amount or incurred net loss in previous years and the doubt on CHIMBUSCO Tianjin's ability to continue as a going concern make it inappropriate to adopt the income approach; (ii) the lack of sufficient comparable transactions makes it inappropriate to adopt the market approach; and (iii) the asset-intensive nature of CHIMBUSCO Tianjin makes it appropriate to adopt the asset-based approach, we concur with the Valuer that the asset-based approach is the most appropriate method for valuing the entire shareholders' equity in CHIMBUSCO Tianjin.

Review of the Asset Valuation Report

From the review of the Asset Valuation Report, valuation working papers and supporting documents and the discussion with the Valuer, we understand that the valuation upward or downward adjustments to most of the assets and liabilities of CHIMBUSCO Tianjin were not significant except fixed assets.

In valuing the fixed assets which mainly included: (i) building and structure; and (ii)

machinery and equipment, the Valuer appraised the value by taking into account: (i) the replacement cost; and (ii) the residual ratio.

For building and structure, the replacement cost mainly includes, among others, the construction cost, cost of capital and profit margin. The Valuer first assessed the construction cost by considering and reviewing construction budget and construction

drawings to estimate the construction output. The Valuer then made reference to the publicly available pricing information published by 天津市城鄉建設和交通委員會 (Tianjin Town & Country Construction and Transportation Committee*) to estimate

the construction cost. The cost of capital mainly refers to the interest rate of obtaining the capital by way of borrowings. The profit margin refers to the reasonable profit margin for property developers. The residual ratio is adopted by making reference to:

the normal useful life, in terms of years, of the building and structure by referring to the industry average of the same type of building and structure; (ii) the number of years used of the building and structure; and (iii) the observable physical condition of the building and structure by conducting site visit.

- 29 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For machinery and equipment, the replacement cost mainly includes, among others, the purchase price, delivery cost and cost of capital. For machinery and equipment purchased in the PRC, the Valuer assessed the purchase price by making enquiry to suppliers and making reference to the recent contract prices of the same type of machinery and equipment. For machinery and equipment purchased overseas, the Valuer assessed the purchase prices by making reference to the prices of same type of machinery and equipment supplied by PRC suppliers, if available. If the aforementioned reference purchase prices are not available from PRC suppliers, the Valuer assessed the purchase prices by making reference to the purchase prices of same type of machinery and equipment recently imported from overseas. The delivery cost mainly includes delivery cost, installation cost and insurance. The cost of capital mainly refers to the interest rate of obtaining the capital by way of borrowings. Similar to that of building and structure, the residual ratio is adopted by making reference to: (i) the normal useful life, in terms of years, of the machinery and equipment by referring to the industry average of the same type of machinery and equipment; (ii) the number of years used of the machinery and equipment; and (iii) the observable condition of the machinery and equipment by conducting site visit.

Based on the Asset Valuation Report, the Valuer is of the opinion that the appraised value of the entire shareholders' equity in CHIMBUSCO Tianjin as at the Valuation Reference Date is RMB28,113,745.81. As the Company only holds 53% shareholders' equity in CHIMBUSCO Tianjin, the proportionate market value of 53% shareholders' equity in CHIMBUSCO Tianjin is approximately RMB14,900,285.28 (the "Appraised Value"). The consideration of RMB14,900,285.28 is the same as the Appraised Value.

Having discussed with the Valuer and performed our review work as set out above, we considered that the valuation methodology in establishing the Valuation to be in line with market practices to value businesses of a similar nature.

- 30 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

8.3 Industry Comparable Analysis

For conducting comparable analysis, comparable transactions and comparable companies are the two commonly adopted methods. It is noted from the Asset Valuation Report that there were insufficient comparable corporate transactions with the target companies' principal business similar to that of CHIMBUSCO Tianjin. Alternatively, comparable companies method was adopted in our analysis. We understand that CHIMBUSCO Tianjin is principally engaged in the sale of fuel oil. As noted in the audited financial statements of CHIMBUSCO Tianjin for 11M2020, the sale of fuel oil includes, among others, refined oil, diesel oil and lubricant oil. In this regard, we have, on a best effort basis, identified a list of comparable companies (the "Industry Comparables") based on the information extracted from Bloomberg terminal with the following selection criteria:

listed on the Stock Exchange;
principally involved in the oil, gas and consumable fuels industry;
principally engaged in the sale or trading of oil and oil related products such as refined oil and diesel oil; and
with more than 75% of the latest reported annual revenue generated from the sale or trading of oil and oil related products.

We adopted the above selection criteria because we noted that CHIMBUSCO Tianjin mainly generated its revenue from the sale of fuel oil. As such, the Industry Comparables do bear significant resemblance with the principal business of CHIMBUSCO Tianjin. Based on the above selection criteria and based on our best effort, seven Industry Comparables were identified. Regarding the selection of the valuation multiple, we have given regard to the two commonly adopted valuation multiples, namely price-to-earnings multiple ("P/E Multiple") and price-to-book multiple ("P/B Multiple"). We noted that CHIMBUSCO Tianjin recorded a significant net loss in 11M2020 and a minimal net profit in FY2018 and FY2019. As such, the P/E Multiple was not adopted in our analysis. The P/B Multiple is effective in valuing asset-intensive companies. The principal business activities of CHIMBUSCO Tianjin of selling fuel oil rely heavily on fixed assets evidenced by the amount of fixed assets which accounted for more than 80% of the total non-current assets of CHIMBUSCO Tianjin as noted in the audited financial statements of CHIMBUSCO Tianjin for 11M2020.

Based on the above, we consider the P/B Multiple to be an appropriate valuation multiple. Set out below are the Industry Comparables together with the relevant P/B Multiples and the information of which we consider, to the best of our knowledge and ability, to be an exhaustive, fair and representative population for the purpose of arriving at a meaningful analysis of the Consideration.

- 31 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Table 6: List of Industry Comparables
	Stock		Market
Name	code	Principal business activities	Capitalisation	P/B Multiple
			(HK$' million)	(x)
			Note 1	Note 2
Yanchang Petroleum	346	The principal activity of the company	1,906.84	1.46
International Ltd.		is investment holding. The principal
		activities of the group are supply and
		procurement operation of oil related
		products in the PRC as well as oil
		and gas exploration, exploitation,
		sale and operation in Canada and
		Madagascar.
Strong Petrochemical	852	The company is an investment holding	796.26	0.57
Holdings Ltd.		company. The group's operating and
		reportable segments include trading
		business (trading of commodities
		including crude oil, petroleum
		products, petrochemicals, coal and
		iron ore); and storage business
		(provision of general storage
		and other ancillary services in
		respect of petroleum products and
		petrochemicals).
China Huarong	1101	The company is an investment holding	524.75	N/A Note 3
Energy Company		company. The company and its
Ltd.		subsidiaries are principally engaged
		in the energy exploration and
		production.
MIE Holdings	1555	The principal activity of the company	219.05	N/A Note 3
Corporation		is investment holding. The principal
		business of the company, its
		subsidiaries and jointly controlled
		entities is to engage in the
		exploration, development, production
		and sale of crude oil and other
		petroleum products.
CHK Oil Ltd.	632	The company is an investment holding	239.94	0.97
		company. The group is principally
		engaged in exploring, exploiting
		and sale of oil and natural gas; and
		trading of oil-related and other
		products.
JTF International	8479	The company is an investment	520.80	1.45 Note 4
Holdings Ltd.		holding company mainly engaged
		in the wholesale of oil and other

petrochemical products. The company's products can be broadly categorised into fuel oil, refined oil, and other petrochemical products.

- 32 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

	Stock		Market
Name	code	Principal business activities	Capitalisation	P/B Multiple
			(HK$' million)	(x)
			Note 1	Note 2
Sun Kong Holdings	8631	The company is an investment holding	38.00	0.62
Ltd.		company mainly engaged in the sale
		of diesel oil. The company is also
		involved in the sale of diesel exhaust
		fluid. It also uses its own fleet
		of diesel tank wagons to provide
		transportation services of diesel oil.
		Maximum		1.46
		Minimum		0.57
		Average		1.01
		Median		0.97
CHIMBUSCO Tianjin		CHIMBUSCO Tianjin is principally		1.00 Note 5
		engaged in the sale of fuel oil.

Sources: Bloomberg terminal and the website of the Stock Exchange

Notes:

The market capitalisations as at 26 February 2021, being the date of announcement of the entering into of the Equity Transfer Agreement and the Disposal.
The P/B Multiples of the Industry Comparables are calculated by dividing the respective market capitalisation of the Industry Comparable as at 26 February 2021, being the date of the announcement of the entering into of the Equity Transfer Agreement and the Disposal, by the net asset value ("NAV") attributable to the shareholders of the Industry Comparables as shown in their respective latest published financial results and/or reports.
Based on the latest published financial results and/or reports, the Industry Comparables were in net liabilities positions. As such, it is not applicable to calculate the P/B Multiples.
The reporting currency is RMB as set out in the interim report for the six months ended 30 June 2020. The
NAV was converted into HK$ based on the exchange rate of RMB1:HK$1.09 as at 30 June 2020 published by 國家外滙管理局 (State Administration of Foreign Exchange*).
The implied P/B Multiple (the "Implied P/B Multiple" ）of 1.00 time is calculated by dividing the Consideration by the Appraised Value.

As set out above, the P/B Multiples of the Industry Comparables ranged from approximately 0.57 time to approximately 1.46 times with the average and median P/B Multiples are approximately 1.01 time and 0.97 time respectively. The Implied P/B Multiple of 1.00 time is within the range, above the median and comparable to the average P/B Multiples of the Industry Comparables.

- 33 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Given the fact that the Implied P/B Multiple of 1.00 time is within the range, above the median and comparable to the average P/B Multiples of the Industry Comparables, we consider that the Consideration to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

9. Financial effects of the Disposal

As the Group will no longer hold any equity interest in CHIMBUSCO Tianjin and CHIMBUSCO Tianjin will cease to be a subsidiary of the Group upon completion of the Disposal, the assets, liabilities and financial results of CHIMBUSCO Tianjin will no longer be consolidated into the consolidated financial statements of the Group.

The financial effects of the Disposal on the Group's gearing, cash and working capital and earnings are set out below. However, it should be noted that the analysis below is solely for illustrative purposes.

Gearing

As set out in the paragraphs headed "4.2 Financial information on CHIMBUSCO Tianjin " and "8.1 Analysis on the benefits of the Disposal " under sections headed "4. Information on CHIMBUSCO Tianjin " and "8. Our analysis on the Disposal and the Equity Transfer Agreement " respectively, the gearing ratio of CHIMBUSCO Tianjin is significantly higher than that of the Group. All the borrowings of CHIMBUSCO Tianjin will cease to be consolidated into the consolidated financial statements of the Group upon the completion of the Disposal as CHIMBUSCO Tianjin will cease to be a subsidiary of the Group. As such, the gearing ratio of the Group is expected to decrease.

Cash and working capital

As set out in the payment terms of the Consideration, the Consideration will be settled in cash. As such, the cash and cash equivalents of the Group will increase upon the settlement of the Consideration. Further, the borrowings of the Group will decrease upon CHIMBUSCO Tianjin ceases to be a subsidiary of the Group as discussed above. As such, it will enable the Group to reduce the finance costs and restructure the refinancing strategies. Therefore, the working capital is expected to improve.

- 34 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Earnings

As set out in the Letter from the Board, the unaudited net asset value (in the consolidated financial statements of the Group prepared under the HKFRS) of CHIMBUSCO Tianjin as at 30 November 2020 was approximately RMB59.13 million, which was different from the audited net asset value prepared under the CASBE. The unaudited net loss (in the consolidated financial statements of the Group prepared under HKFRS) of CHIMBUSCO Tianjin for the eleven months ended 30 November 2020 was approximately RMB64.61 million, which was different from the audited net loss for the same period prepared under the CASBE. Such differences were mainly attributable to:

that CHIMBUSCO Tianjin held approximately 2.17% shareholding interest in Tianjin Port Finance Co., Ltd., which was recorded as an investment in other equity instrument, and whose assets and profit/loss were not shared in the audited financial statements of CHIMBUSCO Tianjin prepared under the CASBE; whereas since the Group held in aggregate 48% shareholding interest in Tianjin Port Finance Co., Ltd., such investment was accounted for as an investment in an associate (as defined under the HKFRS) using the equity method in the Group's consolidated financial statements prepared under the HKFRS; and
that the accounting treatments for leases are different under the HKFRS and the CASBE.

- 35 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

In view of the above principal factors and reasons, we considered that:

the benefits to be derived by the Group from the Disposal as discussed under the paragraph headed "8.1 Analysis on the benefits of the Disposal" under the section headed "8. Our Analysis on the Disposal and the Equity Transfer Agreement" above;
the methodologies, bases and assumptions adopted by the Valuer in arriving at the Valuation are appropriate;
the Consideration is at par with the Appraised Value based on the Asset Valuation Report; and
the Implied P/B Multiple of 1.00 time is within the range, above the median and comparable to the P/B Multiples of the Industry Comparables,

we are of the opinion that although the Disposal is not conducted in the ordinary and usual course of business of the Group, the Disposal is conducted on normal commercial terms, and the terms of the Equity Transfer Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Equity Transfer Agreement and the Disposal.

Yours faithfully,

For and on behalf of

Opus Capital Limited

Li Lan

Executive Director

Mr. Li Lan is an Executive Director of Opus Capital and is licensed under the SFO as a Responsible Officer to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Mr. Li has over 10 years of experience in the corporate finance industry.

For identification purposes only

- 36 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The following is the summary of the Asset Valuation Report prepared by the Valuer for the purpose of, among others, incorporation in this circular.

The English version of this document is for reference only. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

Summary of Asset Valuation Report

The Entire Shareholders' Equity of

CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. Involved

in the Proposed Equity Transfer by Tianjin Port Holdings Co., Ltd.

Tianjin Port Holdings Co., Ltd.,

Upon your engagement, we, China Alliance Appraisal Co., Ltd., have appraised the market value as at 30 November 2020 of the entire shareholders' equity involved in the proposed transfer of equity interest in CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. by Tianjin Port Holdings Co., Ltd. by adopting the recognised valuation methods and carrying out necessary valuation procedures and in accordance with the relevant laws, regulations and asset valuation standards and asset valuation principles. We hereby report the details of the asset valuation as follows.

Valuation Purpose: Tianjin Port Holdings Co., Ltd. proposes to transfer its equity interest in CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. A valuation is required to be conducted on the entire shareholders' equity of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. for providing a value reference for such economic activity.
Valuation Target: The entire shareholders' equity of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. as at the valuation reference date.
Valuation Scope: All assets and liabilities, including current assets, investment in other equity instrument, long-term equity investments, fixed assets, construction in progress, intangible assets, long-term deferred expenses, current liabilities and non-current liabilities, of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd.
Type of the Value: Market value.
Valuation Reference Date: 30 November 2020.
Valuation Methodology: Asset-based approach, income approach

- 37 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

7. Valuation Conclusion: This asset valuation report is only for providing a value reference for the economic activity stated in the asset valuation report. The valuation conclusion is valid for one year from the valuation reference date in principle. If the asset conditions and the market conditions change significantly as compared with the relevant conditions as at the valuation reference date, the principal shall engage the valuation agency to update the valuation or conduct revaluation.

According to the Basic Rules for Asset Appraisal, the valuation methods to determine the asset value include three basic approaches, namely market approach, income approach and cost approach, and their derivative approaches.

Asset valuation professionals should analyse the suitability of the above-mentioned three basic approaches according to the valuation purpose, the valuation target, the type of value and the information collected etc., and select the valuation method in accordance with the laws.

Valuation methods selected in this valuation are asset-based approach and income approach. Reasons for selecting such methods are as follows:

Reasons for not selecting the market approach for valuation: the principal business of the appraised entity is marine fuel oil supply, with a relatively small business scale. It is hard to find sufficient comparable corporate transactions that are the same as or similar to the valuation target in the capital market and the equity transaction market. Therefore, the market approach is not applicable.

Reasons for selecting the asset-based approach for valuation: assets and liabilities of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. stated in the balance sheet and off-balance sheet as at the valuation reference date are identifiable and can be appraised individually by using appropriate methods. Therefore, this valuation adopts the asset-based approach.

Reasons for selecting the income approach for valuation: the future income period and the amount of income of the appraised entity can be predicted and can be measured in monetary terms. The risk exposure for obtaining the expected income can also be quantified. Therefore, this valuation adopts the income approach.

This valuation adopts two methods, namely the asset-based approach and the income approach, respectively to appraise the entire shareholders' equity of CHIMBUSCO Tianjin. As at the valuation reference date of 30 November 2020, the audited book value of assets, liabilities and net assets is RMB1,467,500,200, RMB1,439,857,300 and RMB27,642,900 respectively.

- 38 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Valuation Results by Asset-based Approach
The book value of the total assets is RMB1,467,500,200 and the appraised value amounts to RMB1,468,621,300, representing an appreciation rate of 0.08%. The book value of the liabilities is RMB1,439,857,300 and the appraised value amounts to RMB1,440,507,600, representing an appreciation rate of 0.05%. The book value of the net assets is RMB27,642,900 and the appraised value amounts to RMB28,113,700, representing an appreciation rate of 1.70%.
Summary of the valuation is detailed in the table below:

				Appreciation/
		Appraised	Appreciation/	Depreciation
Item	Book Value	Value	Depreciation	Rate
	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)	(%)
Current assets	58,885.71	59,021.81	136.11	0.23
Non-current assets	87,864.31	87,840.32	-24.00	-0.03
of which: Long-term equity
investments	1,719.36	1,896.27	176.91	10.29
Investment in other equity
instrument	2,500.00	5,824.35	3,324.35	132.97
Fixed assets	73,677.08	68,300.31	-5,376.77	-7.30
Construction in progress	372.91	27.25	-345.67	-92.69
Intangible assets	9,289.98	11,792.13	2,502.15	26.93
Long-term deferred expenses	304.97	0.00	-304.97	-100.00
Total assets	146,750.02	146,862.13	112.11	0.08
Current liabilities	138,885.73	138,950.76	65.02	0.05
Non-current liabilities	5,100.00	5,100.00	-	-
Total liabilities	143,985.73	144,050.76	65.02	0.05
Net assets	2,764.29	2,811.37	47.09	1.70

(II) Valuation Results by Income Approach

Under the assumptions and limitations listed in this report, the value of the entire shareholders' equity appraised by using the income approach is RMB16,050,000.

Selection of Valuation Conclusion
The appraised value by the asset-based approach is RMB28,113,700 and the appraised value by the income approach is RMB16,050,000. The difference between the valuation results of the two approaches is RMB12,063,700, with a discrepancy rate of 42.91%.

- 39 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Based on the following factors, the results of the asset-based approach are selected as the final valuation conclusion, that is, the valuation results of the value of the entire shareholders' equity of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. are RMB28,113,700.

From the perspective of investors, the valuation based on the income approach has a relatively high dependence on the market. The industry of marine fuel oil supply has fierce competition. Additionally, the international crude oil price is subject to relatively significant fluctuations, and trade frictions have considerable impact on the future development of shipping industry. All these factors bring uncertainty to the future forecast based on the income approach. Therefore, due to the uncertainty in the future, the asset-based approach is relatively more reliable in comparison.
CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. has 11 oil tanks with total capacity of 350,000 m3 in Nanjiang Oil Depot. Built in 2014, the depot was only officially put into operation in July 2020 due to the impact of 8 • 12 explosion incident, which incurred relatively great investment in fixed assets. The value of a company's key assets reflects the enterprise's operating capacity in the industry to some extent. The valuation by the asset-based approach takes the replacement cost of assets as the value basis, which reflects the socially necessary labour consumed by asset investment (acquisition and construction cost). The asset-based approach reflects the asset value of an enterprise in the most direct way.
CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. operates with a high debt level due to consecutive years of losses. As disclosed in the audit report, "we would like to draw to the attention of the users of the financial statements that, as stated in Note 2 (1) to the financial statements, the company recorded a net loss of RMB68,858,180.39 from January to November 2020, and current liabilities exceed current assets by RMB800,000,245.65. These matters or conditions indicate that there is material

uncertainty that may cast great doubt about the company's ability of operating on a going-concern basis. Such a matter would not affect the audit opinion issued." Therefore, the uncertainty of future operation is increased.

The valuation scope covers all assets and liabilities of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. as at the valuation reference date, among which, the book value of the total assets is RMB1,467,500,200, the book value of the total liabilities is RMB1,439,857,300, the book value of the net assets is RMB27,642,900. The valuation results of major assets represent changes from the book values:

- 40 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Current Assets

Current assets included in the valuation scope comprise cash and cash equivalents, notes receivable, accounts receivable, prepayments, other receivables, inventories and other current assets. The book values and the valuation results as at the valuation reference date are shown in the table below:

Item	Book Value	Appraised Value	Appreciation
	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
Cash and cash
equivalents	10,983.75	10,983.75
Notes receivable	780.78	780.78
Accounts receivable	28,468.73	28,604.84	136.11
Prepayments	255.24	255.24
Other receivables	74.33	74.33
Inventories	18,315.31	18,315.31
Other current assets	7.57	7.57
Total current assets	58,885.71	59,021.81	136.11

As at the valuation reference date, CHIMBUSCO Tianjin has restructuring debt receivables due from Quanzhou Ansheng Shipping Co., Ltd（. 泉州安盛船務有限公司）("Ansheng Shipping") with book balance of RMB21,102,404.69, and restructuring debt receivables due from Quanzhou Antong Logistics Co., Ltd（. 泉州安通物流有限公司）("Antong Logistics") with book balance of RMB2,916,887.80.

On 18 December 2019, the Intermediate People's Court of Quanzhou Municipality, Fujian Province ruled that Ansheng Shipping and Antong Logistics shall enter into restructuring procedures. On 10 June 2020, the Intermediate People's Court of Quanzhou Municipality, Fujian Province issued Civil Ruling (2019) Min 0503 Po No. 1 and Civil Ruling (2019) Min 0503 Po No. 2, confirming the ordinary creditor's right of CHIMBUSCO Tianjin to Ansheng Shipping of RMB21,102,404.69 and to Antong Logistics of RMB2,916,887.80.

On 11 September 2020, the Intermediate People's Court of Quanzhou Municipality, Fujian Province accepted the case of Antong Holdings Co., Ltd（. 安通控股股份有限公司）("Antong Holdings") to enter into restructuring procedures. Antong Holdings is a listed company publicly traded on Shanghai Stock Exchange (Stock Code: 600179.

SH), and Ansheng Shipping and Antong Logistics are wholly-owned subsidiaries of Antong Holdings.

- 41 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

On 29 October 2020, Antong Holdings announced the Restructuring Plan of Antong Holdings Co., Ltd., proposing to repay ordinary creditors by the way of debt-for- equity swap. For the debt amount below RMB500,000 (inclusive), each ordinary creditor will be repaid by cash within the time frame of the Restructuring Plan. For the debt amount exceeding RMB500,000, each ordinary creditor will be paid by the way of debt-for-equity swap. The price of debt-for-equity swap is RMB9.5/share and the settlement rate is 100%.

The number of shares allotted to CHIMBUSCO Tianjin is shown below:

				Amount Unit: RMB Yuan
				Price per	Number of
			Debt after	Share for	Shares for
	Confirmed	Settlement	Settlement	Debt-for-	Debt-for-
Name of Customer	Debt	by Cash	by Cash	Equity Swap	Equity Swap
Ansheng Shipping	21,102,404.69	500,000.00	20,602,404.69	9.5	2,168,675.00
Antong Logistics	2,916,887.80	500,000.00	2,416,887.80	9.5	254,410.00
Total	24,019,292.49	1,000,000.00	23,019,292.49	9.50	2,423,085.00

The appraised value of the debts that can be settled by cash (RMB500,000 for each) is determined in this valuation according to the verified book value; for the debt settled by the way of debt-for-equity swap, the appraised value is determined according to the number of shares for debt-for-equity swap and with reference to the price per share determined by the arithmetic average of the daily weighted average prices of Antong Holdings for 30 trading days prior to the valuation reference date. Through the valuation, the valuation results of CHIMBUSCO Tianjin's receivables due from Ansheng Shipping and Antong Logistics are as follows:

			Amount Unit: RMB Yuan
			Average
		Number of	Trading
	Book	Shares for	Price for
	Value of	Debt-for-	30 Trading	Appraised
Name of Customer	Receivables	Equity Swap	Days	Value
Ansheng Shipping	500,000.00			500,000.00
Ansheng Shipping	20,602,404.69	2,168,675.00	5.8517	12,690,435.50
Antong Logistics	500,000.00			500,000.00
Antong Logistics	2,416,887.80	254,410.00	5.8517	1,488,731.00
Total	24,019,292.49	2,423,085.00	5.8517	15,179,166.49

- 42 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The appreciation of the value of current assets is mainly due to the appreciation of accounts receivable. The specific reasons are analysed below:

For receivables due from Ansheng Shipping and Antong Logistics which the debts are settled by the way of debt-for-equity swap, the value per share is determined with reference to the arithmetic average of the daily weighted average prices of Antong Holdings for 30 trading days prior to the valuation reference date; however, CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. determines the book value on the basis of the closing price of Antong Holdings as at the valuation reference date, which results in the appreciation.

Investment in Other Equity Instrument

The book balance of investment in other equity instrument is RMB25,000,000. The provision for investment in other equity instrument is RMB0.00, with the book value of RMB25,000,000. Investment in other equity instrument primarily comprise small- scale investment in the investee.

Through the valuation, the book value of investment in other equity instrument is RMB25,000,000, and the valuation result is RMB58,243,500, representing an appreciation of RMB33,243,500. The basic information of investment in other equity instrument included in the valuation scope and the detailed valuation results as at the valuation reference date are shown in the table below:

	Shareholding		Provision for	Appraised
Name of Investee	Percentage	Book Value	Impairment	Value	Appreciation
	%	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
Tianjin Port Finance Co.,
Ltd.	2.1739	2,500.00	0.00	5,824.35	3,324.35

Based on the valuation list for investment in other equity instrument, valuers reviewed documents such as the articles of association, the investment contract, the business scope, the business conditions, the investment date, the initial investment and the shareholding ratio of the appraised unit. According to the overall plan of the project, valuers select the appropriate enterprise valuation approach to appraise the investee.

The investee is still in normal operation. The appraised value is determined by multiplying the book value of net assets stated in the balance sheet of the investee as at the valuation reference date by the shareholding ratio.

Name of the investee and the valuation method are shown in the table below:

	Shareholding	Valuation
Name of Investee	Percentage	Method	Pricing Method
Tianjin Port Finance Co., Ltd.	2.1739%	Equity method	Equity method

- 43 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Tianjin Port Finance Co., Ltd. was established on 6 December 2006. As at the valuation reference date, the registered capital is RMB1,150,000,000, which is jointly contributed by Tianjin Port (Group) Co., Ltd., Tianjin Port Holdings Co., Ltd., Tianjin Port No. 1 Stevedoring Co., Ltd., CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd., Tianjin Ocean Shipping Tally Co., Ltd. and Tianjin Port Tugboat Lighter Co., Ltd., of which, the capital contribution of Tianjin Port (Group) Co., Ltd. is RMB598,000,000, accounting for 52% of the registered capital; the capital contribution of Tianjin Port Holdings Co., Ltd. is RMB437,000,000, accounting for 38% of the registered capital; the capital contribution of Tianjin Port No. 1 Stevedoring Co., Ltd. is RMB40,000,000, accounting for 3.4783% of the registered capital; the capital contribution of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. is RMB25,000,000, accounting for 2.1739% of the registered capital; the capital contribution of Tianjin Ocean Shipping Tally Co., Ltd. is RMB25,000,000, accounting for 2.1739% of the registered capital; the capital contribution of Tianjin Port Tugboat Lighter Co., Ltd. is RMB25,000,000, accounting for 2.1739% of the registered capital. The company operates as a limited liability company. The company's principal businesses are the provision of financial and financing consultation services, credit verification and other related consultation and agency services to members; assistance to members in payment and receipt of transaction funds; authorised insurance agency services; provision of guarantees to members: handling of entrusted loans and entrusted investments between members; provision of bill acceptance and discounting services to members; provision of internal fund transfer and settlement services between members and corresponding settlement planning to members; accepting deposits from members; provision of loans and finance leasing to members; provision of inter-bank lending; authorised issuance of financial company bonds; underwriting of corporate bonds of members; equity investments in financial institutions; investments in marketable securities (other than stock investments). As at the valuation reference date, the book value of total assets, total liabilities and net assets is RMB9,483,812,500, RMB6,804,595,300 and RMB2,679,217,300 respectively. The revenue from January to November 2020 is RMB266,814,700, with a net profit of RMB191,205,000.

Long-termEquity Investments

The book balance of long-term equity investments is RMB17,193,600. The provision for long-term equity investments is RMB0.00, with the book value of RMB17,193,600. Long-term equity investments primarily comprise long-term equity investments in

two investees in total, including one subsidiary and one associate. As at the valuation reference date, Tianjin Port Liquid Loading Co., Ltd.（天津港液體裝卸有限公司）, a subsidiary, is in the process of liquidation, and the industrial and commercial deregistration has been completed on 22 December 2020.

- 44 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Through the valuation, the book value of long-term equity investments is RMB17,193,600, and the valuation result is RMB18,962,700, representing an appreciation of RMB1,769,100. The basic information of long-term equity investments included in the valuation scope and the detailed valuation results as at the valuation reference date are shown in the table below:

	Shareholding		Provision for	Appraised
Name of Investee	Percentage	Book Value	Impairment	Value	Appreciation
	%	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
Tianjin Port Liquid Loading	70	591.50	0.00	768.41	176.91
Co., Ltd.
Tianjin Port FTZ Xingtong	25	1,127.86	0.00	1,127.86
Petrochemical Co., Ltd.
（天津港保稅區興桐石
油化工有限公司）

Based on the valuation list for long-term equity investments, valuers reviewed documents including the articles of association, the investment contract, the business scope, the business conditions, the investment date, the initial investment and the shareholding ratio of the appraised unit. According to the overall plan of the project, valuers select the appropriate enterprise valuation approach to appraise the investees.

For the long-term equity investment with control rights - Tianjin Port Liquid Loading Co., Ltd., the overall valuation on the investee adopts the same valuation reference date, and the appraised value of the long-term equity investment is determined by multiplying the net assets after the overall valuation on the investee by the shareholding ratio.

For the investee with equity interest attached and still in normal operation, the appraised value is determined by multiplying the book value of net assets stated in the balance sheet of the investee as at the valuation reference date by the shareholding ratio.

Names of the investees and the valuation methods are shown in the table below:

		Shareholding
No.	Name of Investee	Percentage	Valuation Method	Pricing Method
1	Tianjin Port Liquid Loading Co., Ltd.	70%	Cost approach	Cost approach
2	Tianjin Port FTZ Xingtong Petrochemical Co.,	25%	Equity method	Equity method
	Ltd.

- 45 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Tianjin Port Liquid Loading Co., Ltd.
Tianjin Port Liquid Loading Co., Ltd. was established on 12 January 1993. As at the valuation reference date, the registered capital is RMB8,450,000, which is jointly contributed by CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. and
the Committee of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd., Chinese Seamen's Union（中國海員工會天津中燃船舶燃有限公司委員會）. Among them, the capital contribution of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. is RMB5,915,000, accounting for 70% of the registered capital and the capital contribution of the Committee of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd., Chinese Seamen's Union is RMB2,535,000, accounting for 30% of the registered capital. The revenue from January to November 2020 is RMB0.00. As at the valuation reference date, Tianjin Port Liquid Loading Co., Ltd. is in the process of liquidation, and the industrial and commercial deregistration has been completed on 22 December 2020.

With reference to the financial statements of Tianjin Port Liquid Loading Co., Ltd. as at the valuation reference date obtained, the assets and liabilities are as follows:

Item	Book Value
	(RMB'0,000)
Cash and cash equivalents - bank deposits	115.61
Accounts receivable - CHIMBUSCO Marine Bunker
(Tianjin) Co., Ltd.	702.13
Other receivables - CHIMBUSCO Marine Bunker (Tianjin)
Co., Ltd.	280.00
Total assets	1,097.73
Net assets (owner's equity)	1,097.73

Based on the valuation by adopting the asset-based approach, the total assets are RMB10,977,300, with liabilities being RMB0.00 and net assets amounting to RMB10,977,300, representing an appreciation of RMB0.00.

- 46 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

1. Tianjin Port FTZ Xingtong Petrochemical Co., Ltd.
  Tianjin Port FTZ Xingtong Petrochemical Co., Ltd. was established on 18
  September 1998. As at the valuation reference date, the registered capital is RMB40,000,000, which is jointly contributed by BVI Shengtai Co., Ltd（. 英屬維爾京群島盛台公司）, CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. and Tianjin Xiaoqin Industry & Trade Co., Ltd（. 天津市孝勤工貿有限公司）. Among them, the capital contribution of BVI Shengtai Co., Ltd. is RMB22,000,000, accounting for 55% of the registered capital; the capital contribution of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. is RMB10,000,000, accounting for 25% of the registered capital; the capital contribution of Tianjin Xiaoqin Industry & Trade Co., Ltd. is RMB8,000,000, accounting for 20% of the registered capital. The company operates as a limited liability company (Sino- foreign joint venture). The company's principal businesses are international trading of petrochemical products and storage of products that meet the safety requirements of warehouse; wholesale, commission agency (other than auction), import and export of fuel oil (other than dangerous chemicals), farm products, daily necessities, construction materials, surfactants and related products; port equipment and facilities leasing services. As at the valuation reference date, the book value of total assets, total liabilities and net assets is RMB45,361,100, RMB246,600 and RMB45,114,500 respectively. The revenue from January to November 2020 is RMB45,169,700, with a net profit of RMB367,400.
Fixed Assets - Buildings and Structures

Buildings and structures included in the valuation scope fall into three categories: buildings, structures, and pipelines and trenches, with original book value of RMB419,843,800 and net book value of RMB347,318,900. Details are shown in the table below:

			Original	Net Book
Item	Number of Items	Floor Area	Book Value	Value
		(m2)	(RMB'0,000)	(RMB'0,000)
Buildings	39	22,393.58	5,523.35	4,247.58
Structures	50		17,512.33	16,105.31
Pipelines, trenches	126		18,948.70	14,379.00
Total	215		41,984.38	34,731.89

The replacement cost approach is principally adopted for the valuation of buildings and structures. The replacement cost approach for the valuation of buildings and structures is a method that determines the appraised value of buildings and structures by estimating the renewal replacement cost of new buildings and structures and then deducting physical depreciation, functional depreciation and economic depreciation, or on the basis of its determined integrated residual ratio.

- 47 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Through the valuation, the appraised original value of buildings and structures is RMB504,683,800, and the appraised net value is RMB316,492,300. The appraised original value represents an appreciation of RMB84,840,100, while the appraised net value represents an impairment of RMB30,826,700. The valuation results of buildings and structures are shown in the summary table below:

Item	Book Value	Appraised Value	Appreciation
	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
	Original		Original		Original
	Value	Net Value	Value	Net Value	Value	Net Value
Buildings	5,523.35	4,247.58	6,498.37	4,538.94	975.02	291.37
Structures and
ancillary facilities	17,512.33	16,105.31	23,442.18	15,717.87	5,929.85	-387.44
Pipelines and
trenches	18,948.70	14,379.00	20,527.83	11,392.42	1,579.13	-2,986.59
Total	41,984.38	34,731.89	50,468.38	31,649.23	8,484.01	-3,082.67

1. Properties in Nanjiang were built in June 2014 and the interest included in the book value is relatively large. This valuation calculates the cost of capital according to the reasonable cycle of enterprise construction, thus resulting in the impairment;
2. Properties in Nanjiang were transferred to fixed assets in July 2020 and the enterprise has not provided for the depreciation from June 2014 to June 2020. This valuation calculates the residual ratio based on the completion time of properties, thus resulting in the impairment.
Fixed Assets - Equipment

Equipment included in the valuation scope fall into three categories: machinery and equipment, vehicles, and electronic devices, with original book value of RMB488,035,400 and net book value of RMB389,451,900. Details are as follows:

		Original
Item	Number of Items	Book Value	Net Book Value
		(RMB'0,000)	(RMB'0,000)
Machinery and
equipment	486	47,092.18	37,847.64
Vehicles	8	204.96	123.46
Electronic devices	528	1,506.40	974.09
Total	1022	48,803.54	38,945.19

- 48 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The replacement cost approach is principally adopted for the valuation of equipment. The replacement cost approach for the valuation of equipment is a method that determines the appraised value of equipment by estimating the renewal replacement cost of new machinery and equipment and then deducting physical depreciation, functional depreciation and economic depreciation, or on the basis of its determined integrated residual ratio.

Through the valuation, the appraised original value of equipment is RMB513,785,000, and the appraised net value is RMB366,510,800. The appraised original value represents an appreciation of RMB25,749,600, while the appraised net value represents an impairment of RMB22,941,100. The valuation results of equipment are shown in the summary table below:

Item	Book Value	Appraised Value	Appreciation
	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
	Original		Original		Original
	Value	Net Value	Value	Net Value	Value	Net Value
Machinery and
equipment	47,092.18	37,847.64	49,896.42	35,562.49	2,804.24	-2,285.15
Vehicles	204.96	123.46	188.89	133.00	-16.07	9.54
Electronic devices	1,506.40	974.09	1,293.19	955.59	-213.21	-18.49
Total	48,803.54	38,945.19	51,378.50	36,651.08	2,574.96	-2,294.11

1. Nanjiang Base No. 2 of the enterprise was built in June 2014 and transferred to fixed assets in July 2020. The interest included in the book value is relatively large. The valuation calculates the finance cost according to the reasonable cycle of enterprise construction, thus resulting in the impairment;
2. Nanjiang Base No. 2 was built in June 2014. The amount of construction costs paid by the enterprise before 1 May 2016 was subject to business tax, which were not deductible. This valuation is performed on the basis of deductible value- added tax, thus resulting in an impairment.
Construction in Progress

Construction in progress included in the valuation scope comprise six renovation projects, including the tanker terminal sewage pipeline renovation project, the pipeline renovation project for the railway trestle of Beijiang Oil Depot, the track and tie replacement project for fuel supply railroads 1 & 2 of Tianjin Port, the ground seepage prevention and hardening, the storage tank foundation settlement, and the installation of equipment for vessel sewage collection, with book value of RMB3,729,100.

- 49 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The appraised value of construction in progress is RMB272,500, representing an impairment of RMB3,456,700. The major reason is that the four projects, namely the tanker terminal sewage pipeline renovation project, the pipeline renovation project for the railway trestle of Beijiang Oil Depot, the track and tie replacement project for fuel supply railroads 1 & 2 of Tianjin Port, and the storage tank foundation settlement, have been basically completed. The value of such projects is appraised as zero as the impact of maintenance and renovation has been considered in the valuation of pipelines and trenches, and machinery and equipment, thus resulting in the impairment.

Intangible Assets

Intangible assets included in the valuation scope comprise land use rights, patents and other intangible assets, details of which are set out below:

Land Use Rights
There are a total of five land use rights included in the valuation scope, covering a total area of 174,833.11 m2 and all located in Binhai New Area. The
development level has reached the opening of seven facilities and the levelling of land（七通一平）beyond the redline. The registration of such lands is detailed in the table below:

				Nature of
				the Land
No.	Certificate No.	Land Location	Land Use	Use Right	Expiry Date	Area
						(m2)
1	Fang Di Zheng Jin Zi No.	2233, 2233-1, No. 4 Rd, Port	Industrial land	Land grant	2057-7-11	17634.3
	107031003718	Area, Tanggu District
2	Jin (2019) Binhai New Area	Plot G1, District G, Tianjin	Warehouse	Land grant	2058-10-17	7505.2
	Tanggu Immovable Property	Port Free Trade Zone, Tanggu,	land
	Right No. 1024774	Binhai New Area
3	Jin (2018) Binhai New Area	118, Zhongran Road, Tanggu,	Warehouse	Land grant	2061-3-16	144781.3
	Tanggu Immovable Property	Binhai New Area	land
	Right No. 1039380
4	Tang Dan Guo Yong (2008)	Beijiang Port Area, Tianjin	Warehouse	Land grant	2057-7-11	4884.70
	No. 166	Port, Tanggu District	land
5	Tang Dan Guo Yong (2008)	Beijiang Port Area, Tianjin	Wharf land	Land grant	2057-7-11	27.61
	No. 171	Port, Tanggu District

- 50 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The benchmark land premium coefficient correction approach and the market comparison approach are mainly adopted for the valuation of land use rights. The valuation results using these two approaches are similar. However, considering that the reference date of the benchmark land premium is 1 January 2016, which is about five years before the valuation reference date, a relatively long time ago, and the appreciation of the appraised value under the benchmark land premium coefficient correction approach resulted from the timing related correction which is the major correction factor, the weighted average method is used to calculate the appraised value of land use rights, with the benchmark land premium coefficient correction approach having a weight of 40% and the market comparison approach having a weight of 60%.

The market comparison approach is a method to estimate the objective and reasonable price of the appraised land parcel after comparing it with alternative lands recently traded in the market according to the principle of market alternatives, and then properly adjusting the transaction prices of such lands. Market research shows that there are many land transfer cases available in the land transfer market recently, so the market comparison approach is adopted to appraise the value of land use rights.

The benchmark land premium coefficient correction approach is a method that determines the price of appraised land parcel by adjusting the benchmark land premium of the land grade or price range which the appraised land parcel stays within the relevant correlation coefficient in regions where the government has determined and announced the benchmark land premium. As the appraised land parcels are covered by the range of 2016 benchmark land premium of Tianjin City, the benchmark land premium coefficient correction approach is adopted to appraise the value of such lands.

The book value of land use rights is RMB92,769,900, and the appraised value is RMB117,348,600, representing an appreciation of RMB24,578,700. The reason for the valuation appreciation is that the enterprise acquired the lands at a relatively early stage, and the land prices have risen, thus resulting in an appreciation.

Patents
The patent included in the valuation scope comprises one item, with the book value of RMB0.00. The basic information of the patent is set out below:

		Authorisation
Name of Patent	Type of Patent	Announcement Date	Patent No.	Acquisition
A movable device for a tanker	Utility model	2020/12/1	ZL201922384420.5	Original acquisition
to receive and unload oil

- 51 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

As the future income of the product applying the appraised technology, on a stand-alone basis, cannot be predicted reasonably, the income approach is not appropriate, and thus the replacement cost approach is adopted for this valuation.

The replacement cost approach determines the appraised asset's value by estimating the cost incurred by an assumed asset buyer for purchasing or constructing an asset with similar functions to those of the appraised asset as at the valuation reference date. Generally, the appraised value under the replacement cost approach can be determined by the following formula:

Appraised value under the replacement cost approach ＝ Full replacement cost - physical depreciation - functional depreciation - economic depreciation

Full replacement cost represents the current price for obtaining a new asset with functions that are the same as or similar to those of the appraised asset.

The appraised value of the patent is RMB123,000, representing an appreciation of RMB123,000.

Other Intangible Assets
The book value of other intangible assets included in the valuation scope is RMB129,900, which include the rail tanker measuring software, the tank farm production and operation system, the integrated management platform software and the office software etc..
For the intangible assets of purchased software, if it is sold in the market without updated versions as at the valuation reference date, the valuation is determined according to the market price of similar software as at the valuation reference date. For those currently sold in the market with updated versions, the valuation is determined by deducting the software upgrade fee from the current market price. For those not sold in the market but can still be used for the original purpose, the valuation is determined with reference to the enterprise's original purchase cost and the depreciation rate which is determined by referring to the market price trend of similar software. For those that are discontinued, the value is appraised as zero after verifying with the enterprise that the software has no use value.
The appraised value of other intangible assets is RMB449,700, representing an appreciation of RMB319,800.

- 52 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Long-termDeferred Expenses

Long-term deferred expenses included in the valuation scope comprise the ground hardening and seepage prevention and the rainwater and sewage pipeline maintenance for oil tanks 15#, 20# and 21#, the ground hardening and seepage prevention and the rainwater and sewage pipeline maintenance for the central oil tank, the ground hardening and seepage prevention and the rainwater and sewage pipeline maintenance for the eastern oil tank, and the maintenance of the main of outdoor rainwater, sewage and emergency water pipeline etc., with a book value of RMB3,049,700.

The appraised value of long-term deferred expenses is RMB0.00, representing an impairment of RMB3,049,700. The major reason for the impairment is that the value has been reflected in the appraised value of fixed assets and is appraised as zero to avoid repetition.

Liabilities

The valuation scope includes various liabilities reported by the enterprise for the purpose of valuation. The book value of various liabilities as at the valuation reference date is shown below:

Item	Book Value
	(RMB'0,000)
Short-term borrowings	40,500.00
Notes payable	4,405.00
Accounts payable	55,180.14
Advance receipts	1,814.21
Payroll payable	330.64
Tax payable	193.86
Interest payable	540.16
Dividend payable	4,003.44
Other payables	1,738.29
Non-current liabilities due within one year	30,180.00
Total current liabilities	138,885.73
Long-term borrowings	5,100.00
Total non-current liabilities	5,100.00
Total liabilities	143,985.73

- 53 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Based on the review and verification of various types of liabilities, the valuation is determined according to the liabilities items and the amount actually borne by the appraised entity after realisation of the valuation purpose. The valuation results of liabilities are shown in the summary table below:

Item	Book Value	Appraised Value	Appreciation
	(RMB'0,000)	(RMB'0,000)	(RMB'0,000)
Short-term borrowings	40,500.00	40,500.00
Notes payable	4,405.00	4,405.00
Accounts payable	55,180.14	55,180.14
Advance receipts	1,814.21	1,814.21
Payroll payable	330.64	330.64
Tax payable	193.86	193.86
Interest payable	540.16	540.16
Dividend payable	4,003.44	4,003.44
Other payables	1,738.29	1,803.31	65.02
Non-current liabilities
due within one year	30,180.00	30,180.00
Total current liabilities	138,885.73	138,950.76	65.02
Long-term borrowings	5,100.00	5,100.00
Total non-current
liabilities	5,100.00	5,100.00
Total liabilities	143,985.73	144,050.76	65.02

Other payables are appreciated by RMB650,200, and the major reason is that for self- built projects that have been completed as at the valuation reference date but still have unsettled construction costs, the appraised value is determined on the basis of unpaid construction costs.

8. Valuation Assumptions:

General assumptions
1. Transaction assumption: All assets to be appraised are assumed to be in the transaction process already, the asset valuers conduct the valuation according to the simulated market such as transaction conditions of the assets to be appraised.
2. Open market assumption: Both parties of the asset transaction are assumed to be in equal position for the assets to be traded or proposed to be traded in the market, where opportunities and time are available for both to access adequate market information, in order to make rational judgements for the functions, uses and transaction prices of the assets.
3. Going concern assumption: The appraised entity is assumed to fully comply with all relevant laws and regulations, and will operate continually in the foreseeable future.

- 54 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

Special assumptions
1. This valuation regards the specific valuation purpose listed in this asset valuation report as its premises of basic assumptions;
2. There is no significant change in the relevant existing laws and regulations of the PRC or in the macroeconomic conditions of the PRC, and there is no unforeseeable significant change in external economic environment such as interest rate, exchange rate, tax basis and tax rate, and policy-related levies;
3. This valuation assumes the full accountability of appraised entity's management team in the future, and the existing business management mode, business scope and approach remain consistent with the present direction;
4. This valuation assumes the appraised assets are in continuous use according to the present use and its mode, size, frequency and environment of use, without taking into account the respective optimal use of each asset;
5. On top of the existing management mode and management level of the company, it is assumed that there will be no material adverse impacts on the enterprise arising from other force majeure and unforeseeable factors;
6. The relevant basic information and financial information provided by the appraised entity and the principal are true, accurate and complete;
7. The financial report and transaction data of the comparable companies relied on by the valuers are true and reliable;
8. The valuation scope is only based on the declaration form for valuation provided by the principal and the appraised entity, without taking into account the possible contingent assets and contingent liabilities outside of the list provided by the principal and the appraised entity;
9. This valuation assumes the enterprise would obtain a net cashflow in the year evenly.
10. This valuation assumes that the enterprise will continue to apply for its qualifications after expiration and will be able to obtain the approvals.
11. This valuation assumes that shareholders will apply for continuing operation when the business term of the enterprise expires and will be able to obtain the approval.

Valuation limitations
1. This valuation conclusion estimates the market value of the valuation target on the basis for the purpose of this valuation and under the assumption of open market, without considering the impact on the appraised value caused by the potentially increased or decreased price resulted from the special transaction method, or the impact on the asset value caused by changes of the macroeconomic environment and the natural force and other force majeure.

- 55 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

2. The valuation reference date adopted by the valuation report has been stated herein, and our estimate of the value is based on the purchasing power of the currency of the place where the enterprise is located as at the valuation reference date.

The valuatin conclusion of this report is based on the aforesaid assumptions and limitations. When events that are inconsistent with the aforesaid assumptions and limitations occur, this valuation results will generally be invalid.

9. Notes on Special Matters

The following are relevant matters identified during the valuation that may impact the valuation conclusion but cannot be assessed and estimated as they are beyond the professional level and ability of the valuers. Users of the report are advised to pay attention to the following matters:

Incomplete or flawed ownership and other key materials
1. As at the valuation reference date, eight buildings included in the valuation scope have not yet obtained the ownership certificates, with details shown below:

				Unit: RMB Yuan
		Original	Net Book
Name of Building	Area	Book Value	Value	Remarks
Wharf duty room	37.00	265,795.25	263,691.05
Loading station	168.40	1,049,057.76	1,040,752.72
Lubricant depot 3	1779.00	3,616,395.00	2,728,871.20
Fire engine garage	1092.50	2,334,045.42	1,673,461.57
New pump house	65.00	191,665.91	137,420.29
Maintenance room	403.37	653,169.14	468,308.75
Laboratory	322.11	873,394.43	626,206.06
Pipeline room of the
tanker terminal	24.00	11,565.78	462.63
Total	3891.38	8,995,088.69	6,939,174.27

The appraised entity has undertaken that it owns the above buildings and there is no ownership dispute. The areas of properties without title certificates are reported by the enterprise after measuring. Valuers have verified such areas and no notable variances are identified. However, as the valuation agency is not a statutory surveying agency, the valuation conclusion shall be adjusted according to the measurement results of the authoritative agency if the result of such measurement is different from this measurement in the future.

- 56 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

As at the valuation reference date, CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd. owns a fire engine. As the vehicle is for firefighting, it has no license plate, and the vehicle driving license and the vehicle ownership certificate have been submitted altogether to Tianjin Municipal Public Security Bureau in accordance with relevant administrative regulations. The appraised entity has undertaken that it owns the vehicle and there is no ownership dispute.
As at the valuation reference date, CHIMBUSCO Tianjin has 15 buildings in total
whose property certificates state that the right-holder is China Marine Bunker Supply Tianjin Company（中國船舶燃料供應天津公司）, with a gross floor area of 5,498.44 m2. The enterprise has not yet registered the change of the right-holder's name in the property certificates. The property certificates involved are Fang Quan Zheng Jin Zi No. 107010806374 and Fang Quan Zheng Jin Zi No. 107010806375.

The land use right certificates of two land parcels state that the holder of land use rights is China Marine Bunker Supply Tianjin Company（中國船舶燃料供應天津公司）, with an area of 4,912.31 m2. The enterprise has not yet registered the change of the right-holder's

name in the land use right certificates. The land use right certificates involved are Tang Dan Guo You (2008) No. 171 and Tang Dan Guo Yong (2008) No. 166.

Other key information not provided by the principal
There is not found to be other key information that the principal has not provided.

(III) Uncertainties such as pending matters and legal disputes

There is not found to be uncertainties such as pending matters and legal disputes of CHIMBUSCO Tianjin.

(IV) Significant use of expert work and relevant report

This valuation has not used any results of expert work.

Significant subsequent events
There is not found to be significant subsequent events of CHIMBUSCO Tianjin.

(VI) Limitations of the valuation procedures, remedial measures adopted by the valuation agency and the impact on the valuation conclusion

For concealed works such as underground pipelines and trenches, valuers verified their existence, technical conditions and ownership mainly by reviewing the drawings, construction contracts, budget statements etc. due to the special nature and complexity of such works.

- 57 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

(VII) Nature and amount of guarantees, leases and contingent liabilities (or contingent assets) etc. and their relationship with the valuation target

Five tank vessels owned by the enterprise, Jin You No. 1, Jin You No. 2, Jin You No. 3, Jin You No. 4 and Jin You No. 5, are leased to external parties. Save for these, there is no other guarantee, lease or related contingency.

(VIII) Deficiencies in the economic activity corresponding to this asset valuation that may have a material impact on the valuation conclusion

There is not found to be deficiency in the economic activity corresponding to this asset valuation that may have a material impact on the valuation conclusion.

(IX) Other matters requiring explanation

The valuation conclusion of this valuation report reflects the value of the valuation target for the purpose of valuation as stated in this report as at the valuation reference date, under the assumption that there are no changes in the continuing operation and the external macroeconomic environment.
The valuation conclusion of this valuation report has not taken into consideration the potential relevant expenses and taxes in the process of registration or change of titles of the appraised assets. It has not considered the impact of the above pledges and guarantees etc. on the valuation, or the possible changes of tax obligation arising from the increase or decrease of the appraised value.
This valuation report is based on the information in relation to asset valuation provided by the principal and related parties of the appraised entity. It is the responsibility of the principal and the related parties to provide the necessary information and ensure the truthfulness, legality and completeness of the information provided. The responsibility of asset valuation professionals is to analyse, estimate and express professional view on the value of the valuation target for the specific purpose as at the valuation reference date. Asset valuation professionals conduct the necessary verification and disclosure on such information and its sources, which does not represent any guarantee provided as to the truthfulness, legality and completeness of the above-mentioned information. It is beyond the scope of practice for asset valuation professionals to ascertain or express opinions on such information and its sources.
During the valuation, asset valuation professionals observed the appearance of the appraised buildings and structures, and checked the internal decoration and usage of the buildings as far as possible, but did not conduct any structure and material test. The checking of equipment mainly relied on the observation of their appearance by valuers, the recent inspection information provided by the appraised entity and the enquiries made to operators, due to the limitations of testing means and some equipment being in operation.

- 58 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The right to use sea areas in respect of sea areas occupied and used by the enterprise is registered under the name of Tianjin Port (Group) Co., Ltd., and the enterprise pays royalties for using sea areas. This valuation does not cover the right to use sea areas.
On 3 February 1989, CHIMBUSCO Tianjin obtained the approval from Tianjin Port Authority（天津市港務局）on the construction of oil tank 15# in relation to 'Report on the Construction Project Funded by Self-financing'. According to the requirements of the Code for Design of Oil Depot (GBJ74-1984), the location and construction of oil tank 15# complied with the then code requirements. However, in 2004, the
distance between the new oil tank built in the eastern side of oil tank 15# by Jiusan Group Tianjin Soybean Science and Technology Co., Ltd（. 九三集團天津大豆科技有限公司）and the oil tank 15# was shorter than the code requirements. In accordance with the Assessment Report on the Safety of Port Operation of Dangerous Goods of CHIMBUSCO Marine Bunker (Tianjin) Co., Ltd（. 《天津中燃船舶燃料有限公司港口危險貨物作業安全現狀評價報告》）issued by Beijing Dafei Safety Assessment, Management and Consulting Co., Ltd.（北京達飛安評管理顧問公司）on 12 July 2016, the oil tank should be disused, with disuse warning signs set up in the vicinity of the oil tank and its inlet and outlet valves covered by blankoff flange. As such, as at the valuation reference date, being 30 November 2020, the oil tank is in the state of disuse. Relevant staff of the enterprise believe the punishment is not reasonable, and the enterprise will defend itself to protect its legitimate interest in the future. This time, oil tank 15# is appraised under its state of normal operation.
The value of storage facilities appraised in this valuation only represents the inherent value of storage facilities, excluding the value of storage media.
In this valuation, we referred to and adopted the historical financial statements of the appraised entity and its financial statements as at the valuation reference date, and the financial reports and transaction data of comparable companies we obtained from the iFiND financial information terminal of RoyalFlush. Our estimate depends largely on the said data in the financial statements and transaction data, and we assume that the said data in the financial statements and transaction data are true and reliable. The fact that our estimate relies on the data provided in such financial statements does not represent any guarantee we offer in respect of the correctness and completeness of such financial information, and does not mean that we can assure such information does not have other requirements that may conflict with our use of such data.
The future profit forecast of the appraised entity involved with this valuation is based on the profit forecast made by the management of the appraised entity. We have conducted necessary review on the aforesaid profit forecast.

- 59 -

APPENDIX I	SUMMARY OF THE ASSET VALUATION REPORT

The valuation assumptions adopted in this valuation by income approach is a reasonable anticipation on the future operation of the appraised entity based on the current conditions. If various unanticipated and unavoidable factors which may affect the realisation of the assumed prerequisites arise in the future, the extent of the realisation of profit forecast would be affected. We would like to remind the principal and other related parties that we do not guarantee the above-mentioned assumptions can be realised, nor do we assume any obligations of realising or assisting in realising the above-mentioned assumptions.
This valuation conclusion does not take into consideration the effect of premium arising from controlling interests.
In the term of validity after the valuation reference date, if the quantity and pricing standard of assets change, treatment should be carried out in accordance with the following principles:
1. When the quantity of assets changes, corresponding adjustments should be made to the amount of assets in accordance with the original valuation method;
2. When the pricing standard of assets changes, which greatly affects the results of asset valuation, the principal should engage qualified assets valuation agencies to re-determine the appraised value on a timely basis;
3. When determining the actual price of the assets, the principal should give due consideration to the changes of the quantity and pricing standard of assets after the valuation reference date and make corresponding adjustments.

Users of the asset valuation report should note the impact of the above special matters on the valuation conclusion.

10. Date of the Asset Valuation Report

The date of the asset valuation report is 8 February 2021.

China Alliance Appraisal Co., Ltd.

Asset Valuer: ZHANG Jianfeng

(Member of China Appraisal Society)

Asset Valuer: LIU Xin

(Member of China Appraisal Society)

8 February 2021

- 60 -

APPENDIX II	GENERAL INFORMATION

RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE
As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, were as follows:
1. Long position in the Shares

				Approximate
				percentage of
				issued share
			Number of	capital of
Name of Director	Capacity	Nature of interest	Shares held	the Company
Japhet Sebastian Law	Beneficial owner	Interest held jointly with	2,700,000	0.04%
		another person

Long position in underlying shares of unlisted equity derivatives of the Company
The share option scheme of the Company was adopted pursuant to the written resolutions of the sole shareholder of the Company passed on 26 April 2006 under which the Directors may, at their discretion, invite any employees of the Group or Directors to take up options to subscribe for Shares subject to the terms and conditions stipulated in the share option scheme. The details of share options granted to the Directors which were outstanding as at the Latest Practicable Date were as follows:

- 61 -

APPENDIX II			GENERAL INFORMATION

	Number of
	share options	Exercise	Grant	Exercisable	Exercisable
Name of Director	held	price	date	from	until
		HK$
Shi Jing	1,100,000	1.514	16/09/2014	16/03/2015	15/09/2024
Japhet Sebastian Law	150,000	0.896	28/06/2012	28/12/2012	27/06/2022
Cheng Chi Pang, Leslie	150,000	0.896	28/06/2012	28/12/2012	27/06/2022
Zhang Weidong	450,000	0.896	28/06/2012	28/12/2012	27/06/2022

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, none of the Directors and chief executive of the Company or their respective associates had any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, so far as was known to the Directors, the following Directors were also directors or employees of a company which has an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Name of Director	Name of company	Position
Chu Bin	Tianjin Port Group	director and chairman
Luo Xunjie	Tianjin Port Group	director and vice president
Xue Xiaoli	Tianjin Port Group	general manager of investment
		and development department
Shi Jing	天津津聯投資控股有限公司	assistant to general manager
	(Tianjin Tsinlien Investment
	Holdings Co., Ltd.*)
	Tsinlien Group Company Limited	director
	Tianjin Development Holdings	assistant to general manager
	Limited
	Leadport Holdings Limited	director

- 62 -

APPENDIX II	GENERAL INFORMATION

DIRECTORS' SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which do not expire or are not terminable within one year without payment of compensation (other than statutory compensation).
COMPETING INTEREST
Chu Bin, an executive Director and chairman of the Board, and Luo Xunjie, an executive Director and the managing Director, are directors of Tianjin Port Group. As the Board is independent of the board of directors of Tianjin Port Group (save for Chu Bin and Luo Xunjie who are the common directors in both companies) and Chu Bin and Luo Xunjie have no control over the Board, the Group is capable of carrying on its businesses independently of the businesses of Tianjin Port Group.
Save as disclosed above, as at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective close associates (as defined in the Listing Rules) had any interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.
INTERESTS IN ASSETS AND/OR CONTRACTS AND OTHER INTERESTS
As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up, acquired or disposed of by or leased to, or are proposed to be acquired or disposed of by or leased to any member of the Group.
As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.
MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up.

- 63 -

APPENDIX IIGENERAL INFORMATION

7. EXPERTS

The following is the qualification of the experts who have given opinion or advice which is contained in this circular:

Name	Qualification
Opus Capital Limited	A corporation licensed to carry out Type 1 (dealing in
	securities) and Type 6 (advising on corporate finance)
	regulated activities under the SFO
China Alliance Appraisal Co., Ltd.	Independent PRC asset valuer
（北京中同華資產評估有限公司）

As at the Latest Practicable Date, each of the above experts did not have any shareholding, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, each of the above experts did not have any direct or indirect interest in any assets which had been, since 31 December 2019, being the date to which the latest published audited consolidated financial statements of the Company were made up, acquired or disposed of by or leased to, or are proposed to be acquired or disposed of by or leased to any member of the Group.

Each of the above experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and/or summary and reference to its name in the form and context in which they appear.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at Suite 3904-3907, 39/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong during normal business hours within 14 days from the date of this circular:

the Equity Transfer Agreement;
the letter from the Independent Board Committee, the text of which is set out on page 13 of this circular;
the letter from Opus Capital, the text of which is set out on pages 14 to 36 of this circular;
the Asset Valuation Report, the summary of which is set out in Appendix I of this circular; and
the consent letters of each of the experts referred to in the section headed "Experts" of this appendix.

For identification purposes only

- 64 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Tianjin Port Development Holdings Limited (the "Company") will be held at 24th Floor, Admiralty Centre, Tower I, 18 Harcourt Road, Hong Kong on Wednesday, 28 April 2021 at 3:00 p.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT

the Equity Transfer Agreement and the Disposal, all as defined and described in the circular of the Company dated 1 April 2021, and all other transactions in connection therewith and any other ancillary documents, be and are hereby approved, confirmed and/or ratified; and THAT the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform, deliver all such agreements, instruments, documents and deeds, and do all such acts, matters and things and take all such steps as they may in their discretion consider necessary, desirable or expedient to implement and/or to give effect to the Equity Transfer Agreement, the Disposal and all other transactions thereby contemplated as they may in their discretion consider to be desirable and in the interests of the Company."

By Order of the Board

Tianjin Port Development Holdings Limited

Chu Bin

Chairman

Hong Kong, 1 April 2021

Notes:

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.
In the case of joint registered holders of any share of the Company, any one of such persons may vote at the EGM (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.
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 EGM (or any adjournment thereof).

- 65 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM (or any adjournment thereof) should he/she so wish, and in such event, the form of proxy shall be deemed to be revoked.
The register of members of the Company will be closed from Friday, 23 April 2021 to Wednesday, 28 April 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 EGM, 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, 22 April 2021.
The resolution set out in this notice will be decided by poll at the EGM.
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 EGM as his/her proxy to vote on the relevant resolution at the EGM 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; Professor Japhet Sebastian Law, Mr. Cheng Chi Pang, Leslie and Mr. Zhang Weidong as independent non-executive directors.

- 66 -

Attachments

Original document
Permalink

Disclaimer

Tianjin Port Development Holdings Ltd. published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 08:57:06 UTC.

Delayed Hong Kong S.E. Other stock markets 22:13:36 2024-05-19 EDT			5-day change	1st Jan Change
0.68 ^HKD	0.00%		+3.03%	+46.24%

05-03	Tianjin Port Development Renews Financial Services Deal With Affiliate	MT
03-26	Tianjin Port Development Holdings Limited Proposes Final Dividend for the Year Ended 31 December 2023, Payable on 22 July 2024	CI

Tianjin Port Development Renews Financial Services Deal With Affiliate	05-03	MT
Tianjin Port Development Holdings Limited Proposes Final Dividend for the Year Ended 31 December 2023, Payable on 22 July 2024	03-26	CI
Tianjin Port Development Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	03-26	CI
Tianjin Port Development Holdings Limited Announces Board Changes	03-26	CI
Tianjin Port Sees Up to 120% Increase in 2023 Profit	03-07	MT
Tianjin Port Development Holdings Limited Provides Earning Guidance for Year Ended 31 December 2023	03-07	CI
Tianjin Port Development Arms to Buy Heavy Machinery for 106 Million Yuan	11-21	MT
Tianjin Port Development's Profit Soars in January-September Period	23-10-27	MT
Tianjin Port Unit to Dispose Of 7% Stake in Trading Market to Controlling Shareholder	23-09-26	MT
Tianjin Port Development Holdings Limited(SEHK:3382) dropped from S&P Global BMI Index	23-09-18	CI
Tianjin Port Development Reports Jump in H1 Profit	23-08-30	MT
Tianjin Port Development Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-29	CI
Tianjin Port Development Holdings Limited Announces Director Changes	23-08-29	CI
Tianjin Port Holdings' Profit Rises in H1	23-08-25	MT
Tianjin Port Development’s H1 Profit to Inflate By Up to 70%	23-08-14	MT
Tianjin Port Development Holdings Limited Declares Final Dividend for the Year Ended 31 December 2022	23-06-02	CI
Tianjin Port Development's Profit Soars 115.2% in Q1	23-04-28	MT
Tianjin Port Development Posts 62.6% Drop in 2022 Profit	23-03-29	MT
Tianjin Port Development Unit Purchases Portal Crane Set for 16 Million Yuan	23-03-28	MT
Tianjin Port Development Holdings Limited Proposes Final Dividend for the Year Ended December 31, 2022, Payable on 24 July 2023	23-03-28	CI
Tianjin Port Development Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-28	CI
Tianjin Port Development Holdings Limited Appoints Luo Laura as Independent Non-Executive Director and A Member of the Audit Committee	23-03-28	CI
Tianjin Development Holdings Warns of Up to 30% Decline in 2022 Profit	23-03-06	MT
Tianjin Port Development Holdings Warns of Up to 70% Fall in 2022 Profit	23-02-27	MT
Tianjin Port Development Holdings Limited Provides Earnings Guidance for the Year Ended 31 December 2022	23-02-24	CI

	1st Jan change	Capi.
TIANJIN PORT DEVELOPMENT HOLDINGS LIMITED	+46.24%	537M
NINGBO ZHOUSHAN PORT COMPANY LIMITED	-0.28%	9.56B
TANGSHAN PORT GROUP CO.,LTD	+23.14%	3.54B
SHENZHEN YAN TIAN PORT HOLDINGS CO.,LTD.	+2.66%	2.97B
HUAIHE ENERGY (GROUP) CO.,LTD	+35.68%	1.74B
NOVOROSSIYSK COMMERCIAL SEA PORT	-.--%	1.13B
JIANGSU LIANYUNGANG PORT CO., LTD.	-1.73%	684M
JINZHOU PORT CO., LTD.	-12.85%	658M
NANJING PORT CO., LTD.	-9.82%	437M
JIANGSU WANLIN MODERN LOGISTICS CO., LTD.	-4.23%	278M

Tianjin Port Development Holdings Limited

Equities

3382

KYG886801060

Marine Port Services

Tianjin Port Development : DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF 53% EQUITY INTEREST IN CHIMBUSCO TIANJIN AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Latest news about Tianjin Port Development Holdings Limited

Chart Tianjin Port Development Holdings Limited

Company Profile

Income Statement Evolution

Annual profits - Rate of surprise

Sector Marine Cargo Handling Services