Tianjin Port Development : Connected Transaction - Purchase of Machineries

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever f

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 03382)

CONNECTED TRANSACTION PURCHASE OF MACHINERIES

On 18 January 2016, Tianjin Port Co, a non wholly-owned subsidiary of the Group, entered into the Sale and Purchase Agreement with Tianjin Jinan for the acquisition of two sets of 40.5-tonne quayside container cranes at the consideration of approximately RMB63.96 million.

LISTING RULES IMPLICATIONS

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

As the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

Date : 18 January 2016

Parties : (1) Purchaser: Tianjin Port Co

(2) Seller: Tianjin Jinan

Assets to be acquired : Two sets of 40.5-tonne quayside container cranes with the provision

of installation and related services.

Consideration : The consideration is approximately RMB63.96 million and shall be

paid by instalments in accordance with the progress of the delivery and installation of the 40.5-tonne quayside container cranes. Such consideration was arrived at through a tender process held by Tianjin Port Co in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by internal resources of the Group.

Conditions : Upon delivery of the first set of 40.5-tonne quayside container crane,

Tianjin Jinan shall provide to Tianjin Port Co the necessary certifications and examination report issued by the governmental authorities. In the event that Tianjin Jinan fails to provide the necessary certifications and examination report; Tianjin Port Co will not be obliged to pay for the consideration and proceed to completion; Tianjin Jinan shall return the deposits already paid (with interest) to Tianjin Port Co, and the sale and purchase of the second set of 40.5-tonne quayside container crane will not be performed.

REASONS FOR AND BENEFITS OF ENTERING INTO THE SALE AND PURCHASE AGREEMENT

The purpose of purchasing the quayside container cranes is to improve the overall operating efficiency of the container handling of the Group and could benefit the Group in terms of long-term investment.

LISTING RULES IMPLICATIONS

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

As the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Directors (including the independent non-executive Directors) are of the view that the Transaction is in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole.

None of the Directors had material interest in the Transaction. In view of good corporate governance practices, as Ms. Zhang Lili is a director of the Company and Tianjin Port Group, Mr. Li Quanyong is a director of the Company and the chief economist of Tianjin Port Group, and Mr. Yu Houxin is a director of the Company and a department head of Tianjin Port Group, they had all abstained from voting in respect of such Board resolution.

GENERAL

The Group is principally engaged in containerised and non-containerised cargo handling services, sales and other port ancillary services at the port of Tianjin in the PRC, primarily through its subsidiaries and associated companies.

Tianjin Port Group is the controlling shareholder of the Company. Its principal business includes port handling and stevedoring services, warehousing, logistics, and port area land development at the port of Tianjin in the PRC primarily through its group companies.

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.

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

DEFINITIONS

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

"Board"	the board of Directors;
"Company"	Tianjin Port Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 03382);
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"PRC"	the People's Republic of China;
"RMB"	Renminbi, the lawful currency of the PRC;
"Sale and Purchase Agreement"	the agreement dated 18 January 2016 entered into between Tianjin Port Co and Tianjin Jinan for the sale and purchase of two sets of 40.5-tonne quayside container cranes, details of which are set out in the section headed "Principal terms of the Sale and Purchase Agreement" of this announcement;

"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Tianjin Jinan"	天津金岸重工有限公司 (Tianjin Jinan Heavy Equipment Co., Ltd.*), a limited liability company incorporated in the PRC and a non wholly-owned subsidiary of Tianjin Port Group;
"Tianjin Port Co"	天津港股份有限公司 (Tianjin Port Holdings Co., Ltd.*), a limited liability company incorporated in the PRC, the shares of which are listed on the Shanghai Stock Exchange (stock code: 600717), and indirectly owned as to approximately 56.81% by the Company as at the date of this announcement;
"Tianjin Port Group"	天津港（集團）有限公司 (Tianjin Port (Group) Co., Ltd.*), an entity reorganised as a wholly state-owned company in the PRC on 29 July 2004 and the holding company of the business owned and operated by the former government regulatory body of the port of Tianjin; and the indirect holder of 53.5% of the issued share capital of the Company as at the date of this announcement;
"Transaction"	the transaction contemplated under the Sale and Purchase Agreement; and
"%"	per cent.

By Order of the Board

Tianjin Port Development Holdings Limited Zhang Lili

Chairman

Hong Kong, 18 January 2016

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

* For identification purposes only