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 MACHINERY AND HIRE OF SERVICES
The Board announces that on 16 January 2012, First Company, a
wholly-owned subsidiary of the Group, entered into the
Agreement with Tianjin Port E&M pursuant to which First
Company agreed to purchase Machinery and to hire Services of
Tianjin Port E&M and Tianjin Port E&M agreed to sell
Machinery and to provide Services at the consideration of
approximately RMB13.79 million subject to the terms of the
Agreement.
Tianjin Port E&M is a wholly-owned subsidiary of Tianjin Port
Group (which is a controlling shareholder of the Company),
and therefore Tianjin Port E&M is a connected person of the
Company as def ined under the Listing Rules. Accordingly, the
Transaction constitutes a connected transaction of the
Company under Chapter 14A of the Listing Rules. As the
applicable percentage ratios as def ined in the Listing Rules
in respect of the Transaction are more than 0.1% but less
than 5%, the Transaction is exempted from the independent
shareholders' approval requirements under Rule 14A.48 of the
Listing Rules and is only subject to the reporting and
announcement requirements as set out in Rules 14A.45 to
14A.47 of the Listing Rules.
On 16 Januar y 2012, First Company, a wholly-owned subsidiar
y of the Group, entered into the Agreement with Tianjin Port
E&M pursuant to which First Company agreed to purchase
Machinery and to hire Services of Tianjin Port E&M and
Tianjin Port E&M agreed to sell Machinery and to provide
Services at the consideration of approximately RMB13.79
million subject to the terms of the Agreement.
16 January 2012
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(1) Seller/Services provider : Tianjin Port E&M (2) Purchaser : First Company
Assets to be acquired and Services to be hiredAcquisition of one set of 38t-35m portal crane with the provision of installation, relocation of one set of existing 25t-33m portal crane and related services by Tianjin Port E&M.
Consideration
The consideration payable by First Company to Tianjin Port
E&M for the Machinery and Services amounts to approximately
RMB13.79 million. Such consideration was arrived at through a
tender process held by First Company in which Tianjin Port
E&M offered the lowest price of approximately RMB13.79
million for the sale of the Machinery (together with the
provision of installation and related services) and the
provision of the Services.
The consideration shall be paid by instalments in accordance
with the progress of the manufacturing work and subject to
the delivery, installation, adjustment and f inal examination
of the Machinery and the provision of Services. A retention
money representing 5% of the total consideration shall be
payable within 30 days after the expiry of the warranty
period of the Machinery (being 12 months).
It is expected that the above consideration by First Company
would be funded by internal resources of the
Group.
The pur pose of purchasing the Machinery and hiring the
Services is to increase the loading and unloading capacity of
the Group and could benef it the Group in terms of long-term
investment and improving the overall operating eff
iciency.
The Directors (including the independent non-executive
Directors) believe that the ter ms of the Agreement are on
normal commercial terms, fair and reasonable and the entering
into the Agreement is in the interests of the Company and
shareholders of the Company as a whole.
None of the Directors had material interest in the
Transaction. However, in view of good corporate governance
practices, as Mr. Yu Rumin and Mr. Tian Changsong are both
directors of the Company and Tianjin Port Group, and Mr. Li
Quanyong is a director of the Company and the chief economist
of Tianjin Port Group, they had all abstained from voting in
the relevant Board resolutions approving the Transaction.
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Tianjin Port E&M is a wholly-owned subsidiary of Tianjin Port Group (which is a controlling shareholder of the Company), and therefore Tianjin Port E&M is a connected person of the Company as def ined under the Listing Rules. Accordingly, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratios as def ined in the Listing Rules in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is exempted from the independent shareholders' approval requirements under Rule 14A.48 of the Listing Rules and is only subject to the reporting and announcement requirements as set out in Rules 14A.45 to 14A.47 of the Listing Rules.
GENERAL
The Group is principally engaged in containerised and
non-containerised cargo handling services at the port of
Tianjin, primarily through its subsidiaries and associated
companies. In addition, it is also involved in sales and
other port auxiliary services at the port of Tianjin in the
PRC. First Company is principally engaged in containerised
and non-containerised cargo handling services and other port
auxiliary services.
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 E&M is principally
engaged in manufacturing and installation of electrical and
mechanical machineries, lifting and transpor t machineries,
and pipeline and steel structure project.
In this announcement, unless the context requires otherwise,
the following terms shall have the following meanings:
"Agreement" the ag reement dated 16 Januar y 2012 entered
into between First Company and Tianjin Port E&M for the
acquisition of Machineries and hire of Services by First
Company from Tianjin Port E&M, details of which are set out
in the section headed "Principal Terms of the Agreement" of
this announcement;
"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;
"Director(s)" the director(s) of the Company;
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"First Company"