Tianjin Port Dev Sets Up to RMB 5.84 Billion Annual Caps for 2027-29 in Renewed Connected-Party Transactions with Tianjin Port Group

Bulletin Express
Aug 27

Tianjin Port Development Holdings Limited (Tianjin Port Dev) has signed eight new framework agreements with controlling shareholder Tianjin Port (Group) Co. to succeed the current 2023 arrangements that expire on 31 December 2026. The renewed agreements run from 1 January 2027 to 31 December 2029 and cover product sales and procurement, property and equipment leases, logistics, labour provision and various integrated services.

Key financial terms

1. Aggregate proposed annual caps • 2027: RMB 4.12 billion • 2028: RMB 4.74 billion • 2029: RMB 5.84 billion

The integrated services framework—mainly utilities, IT support, maintenance and administrative services—accounts for the bulk of the limits, rising from RMB 3.27 billion in 2027 to RMB 3.96 billion in 2029.

2. Major individual caps • Integrated Services: RMB 3.27 billion (2027) → RMB 3.96 billion (2029) • Procurement of products: RMB 451.00 million (2027) → RMB 705.00 million (2029) • Property lease right-of-use assets: RMB 33.00 million (2027) → RMB 792.00 million (2029) • Short-term leases: RMB 129.80 million (2027) → RMB 143.20 million (2029)

3. Historical performance • Integrated services supplied by Tianjin Port Group to the company reached RMB 2.25 billion in 2025 and RMB 974.49 million for the first half of 2026. • Product procurement from Tianjin Port Group totalled RMB 264.57 million in 2025 and RMB 81.81 million in the first half of 2026.

Regulatory classification

• Five agreements—covering sales, freight-yard and warehouse leasing, cargo reconfiguration and logistics, labour services, and short-term leases—fall under “exempt” continuing connected transactions as their percentage ratios are below 5%. They require announcement and annual review only.

• Three agreements—product procurement, property lease (right-of-use assets) and integrated services—are “non-exempt,” with at least one applicable percentage ratio exceeding 5%. These need shareholder approval, a circular with independent financial advice, and annual review.

• The property lease (right-of-use assets) agreement triggers discloseable transaction treatment under Chapter 14 of the Hong Kong Listing Rules for 2028 and 2029, when new lease renewals drive the recognised right-of-use assets to RMB 209.00 million and RMB 792.00 million, respectively.

Governance and approvals

An Independent Board Committee and an independent financial adviser have been appointed to evaluate the non-exempt agreements and their caps. An extraordinary general meeting will be convened before 31 December 2026. Tianjin Port Group and its associates—holding 53.5% of Tianjin Port Dev—will abstain from voting.

Internal controls

The company outlined multi-layered controls, including mandatory market-price benchmarking, multi-party quotation procedures, semi-annual monitoring, annual audits and oversight by the audit committee, to ensure that connected transactions are conducted on normal commercial terms and are no less favourable than those with independent third parties.

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