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 30 June 2016, Yuanhang International, a non wholly-owned subsidiary of the Group, entered into the Sale and Purchase Agreement with Tianjin Jinan for the acquisition of eight sets of 40t-45m portal cranes at the consideration of approximately RMB122.63 million.

LISTING RULES IMPLICATIONS

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

On 9 December 2015, Yuanhang International entered into the Existing Agreements with two subsidiaries of Tianjin Port Group (which are associates of Tianjin Port Group and are connected persons of the Company as defined under the Listing Rules) relating to the Project, details of which are set out in the announcement of the Company dated 9 December 2015. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Sale and Purchase Agreement relating to the Project have been aggregated and the total consideration is approximately RMB135.05 million. As the applicable percentage ratios (as defined in the Listing Rules) are, in aggregate, more than 0.1% but less than 5%, the transaction contemplated under the Sale and Purchase Agreement is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

Date : Parties :	30 June 2016 (1) Purchaser:	Yuanhang International
(2) Seller:	Tianjin Jinan

Assets to be acquired : Eight sets of 40t-45m portal cranes with the provision of installation

and related services.

Consideration : The consideration is approximately RMB122.63 million and shall be

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

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

The purpose of purchasing the portal cranes is to increase the cargo handling capacity 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 contemplated under the Sale and Purchase Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

On 9 December 2015, Yuanhang International entered into the Existing Agreements with two subsidiaries of Tianjin Port Group (which are associates of Tianjin Port Group and are connected persons of the Company as defined under the Listing Rules) relating to the Project, details of which are set out in the announcement of the Company dated 9 December 2015. Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Existing Agreements and the Sale and Purchase Agreement relating to the Project have been aggregated and the total consideration is approximately RMB135.05 million. As the applicable percentage ratios (as defined in the Listing Rules) are, in aggregate, more than 0.1% but less than 5%, the transaction contemplated under the Sale and Purchase Agreement is only subject to the reporting and announcement requirements, but is exempt from the circular (including independent financial advice) and shareholders' approval requirements under Chapter 14A of the Listing Rules.

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

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

GENERAL

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

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

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

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

DEFINITIONS

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

"Board"	the board of Directors;
"Company"	Tianjin Port Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 03382);
"Director(s)"	the director(s) of the Company;
"Existing Agreements"	collectively, the supervision agreement and the management agreement each dated 9 December 2015 entered into between Yuanhang International and two subsidiaries of Tianjin Port Group for the Project, details of which are set out in the announcement of the Company dated 9 December 2015;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"PRC"	the People's Republic of China;
"Project"	the construction project of general bulk cargo berth of Yuanhang International located at Nanjiang Port Area of the port of Tianjin;

"RMB"	Renminbi, the lawful currency of the PRC;
"Sale and Purchase Agreement"	the agreement dated 30 June 2016 entered into between Yuanhang International and Tianjin Jinan for the sale and purchase of eight sets of 40t-45m portal 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 Group"	天津港（集團）有限公司 (Tianjin Port (Group) Co., Ltd.*), an entity reorganised as a wholly state-owned company in the PRC on 29 July 2004 and the holding company of the business owned and operated by the former government regulatory body of the port of Tianjin; and the indirect holder of 53.5% of the issued share capital of the Company as at the date of this announcement;
"Yuanhang International"	天 津 港 遠 航 國 際 礦 石 碼 頭 有 限 公 司 (Tianjin Port Yuanhang International Ore Terminal Co., Ltd.*), a limited liability company incorporated in the PRC and a non wholly-owned subsidiary of the Group; and
"%"	per cent.

By Order of the Board

Tianjin Port Development Holdings Limited Zhang Ruigang

Chairman

Hong Kong, 30 June 2016

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

* For identification purposes only