The board of directors (the “Board”) of the Company announced that on 30 June 2019, COSCO Ports (Tianjin) Limited (“CP Tianjin”)
and China Shipping Terminal Development Co., Ltd. (“CSTD”), both being wholly-owned subsidiaries of the Company, entered into a
merger agreement with Tianjin Port Holdings Co., Ltd. (“Tianjin Port Holdings”), China Merchants International Terminals (Tianjin) Limited
(“CM Terminals”), Tianjin Port Container Terminal Co., Ltd. (“TCT”), Tianjin Five Continents International Container Terminal Co., Ltd. (“FICT”) and Tianjin Orient Container Terminals Co., Ltd. (“TOCT”) pursuant to which TCT as the surviving entity will absorb and merge with FICT and TOCT (the “Merger”).
TCT was and will be wholly-owned by Tianjin Port Holdings as at the Signing Date and immediately before the completion of the Merger. FICT was and will be held as to 51.854%, 17.073%, 14% and 17.073% by Tianjin Port Holdings, CP Tianjin, CSTD and CM Terminals respectively as at the Signing Date and immediately before the completion of the Merger. TOCT was and will be held as to 75.5% and 24.5% by Tianjin Port Holdings and CP Tianjin respectively as at the Signing Date and immediately before the completion of the Merger.
Upon completion of the Merger, TCT as the surviving entity will succeed all assets, business, credits, debts and employees of FICT and TOCT. FICT and TOCT will be deregistered as legal entities and the shareholders of FICT and TOCT immediately before the completion of the Merger will hold equity interests in TCT. Based on the valuation of TCT, FICT and TOCT and after arm’s length negotiations among the parties, the equity structure of TCT, as the surviving entity, upon completion of the Merger will be as follows:
Tianjin Port Holdings is principally engaged in containerised and non-containerised cargo handling services, sales, and other port ancillary services at the port of Tianjin in the People’s Republic of China, primarily through its subsidiaries and associated companies. CM Terminals is principally engaged in investment holding.
