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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03382) CONNECTED TRANSACTIONS PURCHASE AND INSTALLATION AGREEMENTS

On 9 January 2013, Tianjin Port Yuanhang International, a non wholly-owned subsidiary of the Group, entered into the Purchase and Installation Agreements with Tianjin Port Electric relating to the purchase and installation of electricity system for the Iron Ore Terminal Project at the aggregate consideration of approximately RMB65.00 million.

SUPERVISION AGREEMENT

On 9 January 2013, Tianjin Port Yuanhang International, a non wholly-owned subsidiary of the Group, entered into the Supervision Agreement with Tianjin Port Project Consulting relating to the provision of supervisory services for the Iron Ore Terminal Project by Tianjin Port Project Consulting at the consideration of approximately RMB15.80 million.

MANAGEMENT AGREEMENT

On 9 January 2013, Tianjin Port Yuanhang International, a non wholly-owned subsidiary of the Group, entered into the Management Agreement with Tianjin Port Construction relating to the provision of management services for the Iron Ore Terminal Project by Tianjin Port Construction at the consideration of approximately RMB12.34 million.

CONSTRUCTION AGREEMENT

On 9 January 2013, Tianjin Port Yuanhang International, a non wholly-owned subsidiary of the Group, entered into the Construction Agreement with Tianjin Port Engineering for the construction of the Iron Ore Terminal Project at the consideration of approximately RMB126.46 million.

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LISTING RULES IMPLICATIONS

Tianjin Port Electric, Tianjin Port Project Consulting, Tianjin Port Construction and Tianjin Port Engineering are subsidiaries of Tianjin Port Group (which is a controlling shareholder of the Company) and are therefore connected persons of the Company as defined in the Listing Rules. Accordingly, the Transactions constitute connected transactions of the Company under Chapter 14A of the Listing Rules.
As the applicable percentage ratios as defined in the Listing Rules in respect of the Transactions are more than 0.1% but less than 5%, the Transactions are exempt from the independent shareholders' approval requirements under Rule 14A.48 of the Listing Rules and are only subject to the reporting and announcement requirements as set out in Rules 14A.45 to
14A.47 of the Listing Rules.

PURCHASE AND INSTALLATION AGREEMENTS 1. PRINCIPAL TERMS OF THE PURCHASE AND INSTALLATION AGREEMENTS

Date : 9 January 2013
Parties : (1) Tianjin Port Yuanhang International
(2) Tianjin Port Electric
Scope : Tianjin Port Electric is responsible for the manufacture of the electricity system for the Iron Ore Terminal Project in accordance with the specifications required by Tianjin Port Yuanhang International with the provision of installation and related services.
Consideration : The aggregate consideration is approximately RMB65.00 million and shall be paid by instalments in accordance with the progress of the delivery and installation of the electricity system for the Iron Ore Terminal Project. Such aggregate consideration was arrived at through a tender process held by Tianjin Port Yuanhang International in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by borrowings of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE PURCHASE AND INSTALLATION AGREEMENTS

Tianjin Port Electric is one of the largest vendors of electricity system in the port of Tianjin focusing on design and installation, maintenance and is experienced in the port electricity system projects in the port of Tianjin. The Board considers that Tianjin Port Yuanhang International will be able to benefit from the expertise and resources of Tianjin Port Electric in electricity system projects and be able to reduce the cost of the Iron Ore Terminal Project as a whole.

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SUPERVISION AGREEMENT 1. PRINCIPAL TERMS OF THE SUPERVISION AGREEMENT

Date : 9 January 2013
Parties : (1) Tianjin Port Yuanhang International
(2) Tianjin Port Project Consulting
Scope : To be responsible for the project supervision of the Iron Ore Terminal Project during the preparation, construction and maintenance warranty stages, including but not limited to quality control, progress control, investment control, contracts administration, information management and data administration and safety management.
Consideration : The consideration is approximately RMB15.80 million and shall be paid by instalments in accordance with the progress of the construction of the Iron Ore Terminal Project. Such consideration was arrived at through a tender process held by Tianjin Port Yuanhang International in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by borrowings of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE SUPERVISION AGREEMENT

Tianjin Port Project Consulting is one of the largest service providers of project supervision in the port of Tianjin and is experienced in project supervision of terminal and building construction projects in the port of Tianjin. The Board considers that Tianjin Port Yuanhang International will be able to benefit from the expertise and resources of Tianjin Port Project Consulting in project supervision and able to reduce the cost of the Iron Ore Terminal Project as a whole.

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MANAGEMENT AGREEMENT 1. PRINCIPAL TERMS OF THE MANAGEMENT AGREEMENT

Date : 9 January 2013
Parties : (1) Tianjin Port Yuanhang International
(2) Tianjin Port Construction
Scope : To be responsible for all the construction-related management work of the Iron Ore Terminal Project from the construction plan design to the completion of construction verification.
Consideration : The consideration is approximately RMB12.34 million and shall be paid by instalments in accordance with the progress of the construction of the Iron Ore Terminal Project. Such consideration was arrived at after arm's length negotiations between the parties involved with reference to the relevant PRC State-prescribed prices. It is expected that the consideration would be funded by borrowings of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE MANAGEMENT AGREEMENT

Tianjin Port Construction is one of the largest service providers of project management in the port of Tianjin and is experienced in project management of terminal and building construction projects in the port of Tianjin. The Board considers that Tianjin Port Yuanhang International will be able to benefit from the expertise and resources of Tianjin Port Construction in project management and able to reduce the cost of the Iron Ore Terminal Project as a whole.

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CONSTRUCTION AGREEMENT 1. PRINCIPAL TERMS OF THE CONSTRUCTION AGREEMENT

Date : 9 January 2013
Parties : (1) Tianjin Port Yuanhang International
(2) Tianjin Port Engineering
Scope : T o b e responsible for the construction of the Iron Ore Terminal Project, including depot and ancillary facilities with a total area of approximately 200,000 sq.m.
Consideration : The consideration is approximately RMB126.46 million and shall be paid by instalments in accordance with the progress of the construction of the Iron Ore Terminal Project. Such consideration was arrived at through a tender process held by Tianjin Port Yuanhang International in accordance with the relevant PRC laws and regulations. It is expected that the consideration would be funded by borrowings of the Group.

2. REASONS FOR AND BENEFITS OF ENTERING INTO THE CONSTRUCTION AGREEMENT

Tianjin Port Engineering is one of the largest service providers of project construction in the port of Tianjin and is experienced in construction works of terminal and waterway projects in the port of Tianjin. The Board considers that Tianjin Port Yuanhang International will be able to benefit from the expertise and resources of Tianjin Port Engineering in project construction and able to reduce the cost of the Iron Ore Terminal Project as a whole.

LISTING RULES IMPLICATIONS

Tianjin Port Electric, Tianjin Port Project Consulting, Tianjin Port Construction and Tianjin Port Engineering are subsidiaries of Tianjin Port Group (which is a controlling shareholder of the Company) and are therefore connected persons of the Company as defined in the Listing Rules. Accordingly, the Transactions constitute connected transactions of the Company under Chapter
14A of the Listing Rules.
As the applicable percentage ratios as defined in the Listing Rules in respect of the Transactions are more than 0.1% but less than 5%, the Transactions are exempt from the independent shareholders' approval requirements under Rule 14A.48 of the Listing Rules and are only subject to the reporting and announcement requirements as set out in Rules 14A.45 to 14A.47 of the Listing Rules.

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The Directors (including the independent non-executive Directors) are of the view that the terms of the Purchase and Installation Agreements, the Supervision Agreement, the Management Agreement and the Construction Agreement are on normal commercial terms, fair and reasonable and the entering into the said agreements are in the interests of the Company and shareholders of the Company as a whole.
None of the Directors had material interest in the Transactions. 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 Transactions.

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 Yuanhang International is principally engaged in the non-containerised cargo handling services and other port ancillary services.
Tianjin Port Electric is principally engaged in the provision of electricity systems including design and installation, maintenance, and electrical engineering projects.
Tianjin Port Project Consulting is principally engaged in project consultation and supervision for water transport engineering and ancillary projects.
Tianjin Port Construction is principally engaged in project management, project consultation and project design.
Tianjin Port Engineering is principally engaged in civil engineering, port and coastal projects and waterway projects.

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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;
"Construction Agreement" t h e agreement dated 9 January 2013 entered into between Tianjin Port Yuanhang International and Tianjin Port Engineering for the construction of the Iron Ore Terminal Project, details of which are set out in the section headed "Principal Terms of the Construction Agreement" of this announcement;
"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;
"Iron Ore Terminal Project" t h e construction project of specialised iron ore terminals at Tianjin Port Nanjiang berth no. 26;
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange;
"Management Agreement" t h e agreement dated 9 January 2013 entered into between Tianjin Port Yuanhang International and Tianjin Port Construction for the provision of management services for the Iron Ore Terminal Project, details of which are set out in the section headed "Principal Terms of the Management Agreement" of this announcement;
"PRC" the People's Republic of China;

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"Purchase and
Installation Agreements"
the two agreements dated 9 January 2013 entered into between Tianjin Port Yuanhang International and Tianjin Port Electric respectively for the purchase and installation of electricity system for the Iron Ore Terminal Project, details of which are set out in the section headed "Principal Terms of the Purchase and Installation Agreements" of this announcement;
"RMB" Renminbi, the lawful currency of the PRC;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Supervision Agreement" t h e agreement dated 9 January 2013 entered into between Tianjin Port Yuanhang International and Tianjin Port Project Consulting for the provision of supervisory services for the Iron Ore Terminal Project, details of which are set out in the section headed "Principal Terms of the Supervision Agreement" of this announcement;
"Tianjin Port Construction"