Tianjin Binhai Teda Log : NOTICE OF EXTRAORDINARY GENERAL MEETING(Announcement)

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Tianjin Binhai Teda Logistics (Group) Corporation Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 8348)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Tianjin Binhai Teda Logistics (Group) Corporation Limited* (the "Company") will be held on Wednesday, 6 November 2019 at 9:30 a.m. at No. 39, Bohai Road, Tianjin Economic and Technological Development Zone, Tianjin, the People's Republic of China (the "PRC") for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. "THAT each of the following proposed arrangements in respect of the issuance of domestic corporate bonds in the PRC (the "Bond Issue") be and is hereby separately approved:

* For identification purpose only

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2. "THAT authorise any one of the executive Directors of the Company and other persons authorized by the Board to deal with at its absolute discretion, all matters relating to the Bond Issue within the scope of the relevant laws and regulations, which include but not limited to the following:

1. to the extent permitted by laws and regulations and based on the principle of maximizing the interests of the Company, according to the specific conditions of the Company and the market, to formulate the specific plan for the issue of corporate bonds within the cap of not more than RMB500 million, and to amend and adjust the terms of issue of the corporate bonds, including but not limited to the specific size of issue, number of tranches and manner of tranches, maturity, coupon rate or determination method thereof, timing of issue, the availability of terms for resale and redemption, period and method of repayment of principal and payment of interests, specific placing arrangement and all other matters relating to the terms of issue;
2. to decide and engage intermediaries for the Bond Issue, to sign relevant agreements and sign all necessary legal documents relating to the issuance;
3. to select a trustee manager of bonds, sign a bond trusteeship management agreement and formulate rules of meeting of bondholders;
4. to deal with the issuance reporting procedures for the Bond Issue and, upon completion of the Bond Issue, deal with the listing and transfer and reporting procedures relating to the Bond Issue, including but not limited to formulating, approving, authorizing, signing, executing, amending and completing all necessary documents, contracts/agreements, arrangements (including but not limited to prospectus, underwriting agreement, bond trusteeship management agreement, various announcements and other legal documents, etc.) relating to the Bond Issue, listing and transfer and reporting, and make appropriate disclosure of information in accordance with laws and regulations and other regulatory documents;
5. in the event of any changes in the policies governing the issue of corporate bonds or any changes in the market conditions, except for those matters that require a new poll by the general meeting under relevant laws, regulations and the Articles of Association, to authorize the Board to make corresponding adjustments to related matters of the Bond Issue, such as the specific plan for issue, pursuant to opinions of the regulatory departments;

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1. in the event that the Company expects that it is unable to repay the principal and interests of the corporate bonds as scheduled, or the Company is unable to repay the principal and interests of the corporate bonds when they become due, to the extent permitted by laws and regulations and according to the specific conditions of the Company and the market, to make the following decisions and take corresponding measures:
2. 1. not to distribute profit to the Shareholders;
   2. to suspend the implementation of capital expenditure projects such as material external investments, acquisitions and mergers;
   3. to reduce or suspend the payment of salaries and bonuses of Directors and senior management;
   4. not to transfer the main responsible persons to another post; and
3. to deal with other matters relating to the Bond Issue.

The authorization shall be valid from the date of passing the resolution at the EGM until the date on which all the above-mentioned authorized matters have been completed."

By Order of the Board

天津濱海泰達物流集團股份有限公司

Tianjin Binhai Teda Logistics (Group) Corporation Limited*

Yang Weihong

Chairman

Tianjin, the PRC

20 September 2019

Notes:

1. A member of the Company ("Member") entitled to attend and vote at the EGM is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a Member. A form of proxy for use at the EGM is enclosed herewith. In the case of joint holders of any domestic share(s) ("Domestic Share(s)") or H share(s) ("H Shares") of the Company (collectively, "Share(s)"), only the person whose name appears first in the register of Members shall be entitled to receive this notice, to attend and exercise all the voting powers attached to such Share at the EGM, and this notice shall be deemed to be given to all joint holders of such Share.
2. 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 of that power of attorney or authority must be deposited with the Company's H share registrar, Computershare Hong Kong Investor Services Limited ("Share Registrar"), at 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in case of holders of Domestic Shares, to the Company's mailing address at No. 39, Bohai Road, Tianjin Economic and Technological Development Zone, Tianjin, the PRC, not later than 24 hours before the time

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appointed for holding the EGM or any adjournment thereof or the time appointed for passing the resolutions. Delivery of the form of proxy shall not preclude a Member from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

1. The register of Members in Hong Kong will be closed from 6 October 2019 to 6 November 2019, both days inclusive, during which period no transfer of H Shares will be effected. For the identification of Members eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 4 October 2019.
2. Whether or not holders of H Shares intend to attend the Meeting, they are requested to complete the enclosed reply slip for the EGM and return it, by hand or by post, to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong on or before 17 October 2019.
3. Whether or not holders of Domestic Shares of the Company intend to attend the EGM, they are requested to complete the enclosed reply slip for the Meeting and return it, by hand or by post, to the Company's mailing address at No. 39, Bohai Road, Tianjin Economic and Technological Development Zone, Tianjin, the PRC on or before 17 October 2019.

Capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 20 September 2019.

As at the date of this notice, the Board comprises of Mr. Yang Weihong as executive Director; Mr. Li Jian, Ms. Peng Bo, Mr. Yang Xiaoping and Mr. Zheng Yuying as non-executive Directors; and Mr. Cheng Xinsheng, Mr. Japhet Sebastian Law, Mr. Peng Zuowen and Mr. Zhou Zisheng as independent non-executive Directors.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited 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 notice 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 announcement misleading.

This notice will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for 7 days from the date of its posting. This announcement will also be posted on the Company's website at www.tbtl.cn.

* For identification purpose only

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