Tianjin Port Development : (Circular) Proposals for General Mandates to Repurchase and to Issue Shares, Declaration of Dividend, Re-Election of Directors and Notice of Annual General Meeting

f0ac5930-a9ac-4baf-a747-cc8bb081431e.pdf 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.

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, DECLARATION OF DIVIDEND, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Gloucester Room 1, 3rd Floor, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 1 June 2016 at 3:00 p.m. is set out on pages 16 to 19 of this circular. A form of proxy for use at the AGM (or any adjournment thereof) is also enclosed.

Whether or not you are able to attend the AGM, 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 22, 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 AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so wish.

29 April 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES . . . . . . . . . . . . . . . 3

DECLARATION OF FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

APPENDIX I - EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . . 6 APPENDIX II - INFORMATION ON THE DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

"AGM" the annual general meeting of the Company to be held at Gloucester Room 1, 3rd Floor, The Excelsior Hong Kong, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 1 June 2016 at 3:00 p.m. (or any adjournment thereof);

"Articles" the articles of association of the Company;

"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;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China;

"Latest Practicable Date" 25 April 2016, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained in this circular;

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

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

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

"Share Option Scheme" the share option scheme of the Company adopted on 26 April 2006; "Shareholder(s)" registered holder(s) of the Shares;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Takeovers Code" the Code on Takeovers and Mergers; and

"%" per cent.

Executive Directors:

Mr. ZHANG Ruigang (Chairman)

Mr. LI Quanyong (Managing Director)

Mr. WANG Rui Mr. YU Houxin Ms. SHI Jing

Independent Non-executive Directors:

Prof. Japhet Sebastian LAW Dr. CHENG Chi Pang, Leslie Mr. ZHANG Weidong

Registered Office:

Clifton House, 75 Fort Street

P. O. Box 1350

Grand Cayman, KY1-1108 Cayman Islands

Principal Place of Business in Hong Kong:

Suite 3904-3907, 39/F.

Tower Two, Times Square 1 Matheson Street Causeway Bay

Hong Kong 29 April 2016

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES, DECLARATION OF DIVIDEND, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

The purpose of this circular is to provide you with information regarding the ordinary resolutions to be proposed at the AGM for approving (i) the general mandates to repurchase and issue Shares; (ii) the declaration of a final dividend; and (iii) the re-election of Directors.