Hong Kong-listed Tianjin Port Development Holdings Limited (Tianjin Port Development) disclosed that its Shanghai-listed subsidiary, Tianjin Port Holdings Co., Ltd. (Tianjin Port Co.), has signed a non-binding letter of intent with controlling shareholder Tianjin Port (Group) Co., Ltd. (Tianjin Port Group) to purchase two terminal operators by issuing new A-shares.

On 8 June 2026, Tianjin Port Co. agreed to acquire: 1. 100% of Tianjin Port Second Container Terminal Co., Ltd., a container-handling specialist with registered capital of RMB3.00 billion. 2. 100% of Tianjin Port Huisheng Terminal Co., Ltd., a bulk and general-cargo terminal operator with registered capital of RMB2.06 billion.

The consideration will be determined through negotiations based on asset valuations to be confirmed by a qualified PRC appraisal firm and filed with regulators. Payment will be satisfied entirely by newly issued Tianjin Port Co. shares to Tianjin Port Group, leading to a dilution of Tianjin Port Development’s current 56.81% indirect stake in Tianjin Port Co. Consequently, the transaction would be treated as a “deemed disposal” for Tianjin Port Development under Hong Kong Listing Rule 14.29 and as a connected transaction under Chapter 14A, triggering requirements for announcement, circular, independent financial advice and approval by independent shareholders.

Because the deal constitutes a related-party transaction for Tianjin Port Co. and remains at the planning stage, Tianjin Port Co. has obtained approval from the Shanghai Stock Exchange to suspend trading in its A-shares from 9 June 2026 for up to ten trading days to prevent abnormal price volatility. Details were published in a separate SSE announcement.

Both target companies are wholly owned by Tianjin Port Group, which also controls 53.5% of Tianjin Port Development. Final execution is subject to definitive agreements, board and shareholder approvals at both Tianjin Port Development and Tianjin Port Co., as well as clearance from relevant PRC regulators. The company emphasized that there is no certainty the transaction will proceed and will issue further disclosures in accordance with regulatory requirements. Shareholders and investors are advised to exercise caution when dealing in Tianjin Port Development securities.