Tianjin Port Development Holdings Limited (3382.HK) ("3382"), through its wholly-owned subsidiary Grand Point Investment Limited, acquired from Tianjin Port (Group) Co., Ltd. (“the Group”) 951,512,511 shares in Tianjin Port Holdings Co., Ltd. (600717.SH) ( “600717”), representing 56.81% in the registered share capital of 600717, for a total consideration of HK$10,961 million payable partly in cash to the Group and partly by way of issuance of new shares of 3382 to the Group’s Hong Kong wholly-owned subsidiary. This Acquisition successfully completed on 4 February 2010. Upon completion of the Acquisition, the Group, through its Hong Kong wholly-owned subsidiary, holds 53.5% in the enlarged share capital of 3382 and became the controlling shareholder of 3382, and 3382 became the controlling shareholder of 600717. The Group successfully completed the consolidation of assets of the two companies at the port of Tianjin, which are listed on Hong Kong and Shanghai stock exchanges, and 3382 became the first SOE red chip company listed in Hong Kong to acquire controlling interest in an A share company listed in China. This Acquisition Project takes one innovative M&A pattern called by professionals in this field as a pioneering way for Return of Red Chip with great market influence. This Acquisition Project also promoted the promulgation of relevant regulations by relevant approval bureau, such as No.4 Opinion on the Application of Laws of Securities and Futures.

Global team led by Partners Liu Jinrong, Li Jun acted as the Chinese legal counsel to 3382 in this Acquisition Project by providing the overall Chinese legal services beginning from the project structure design. This Acquisition Project involved extremely complicated domestic examination and approval procedures, such as acquisition of a domestic listed company by an overseas-listed company with the consideration of the issuance of new shares (cross-border exchange shares between a domestic listed company and an overseas-listed company ), strategic investment in a listed company by a foreign investor, anti-monopoly review, state-owned shareholder’s transfer of its shares of a listed company, acquisition of a listed company, application for waiver of Mandatory General Offer, etc. Merrill Lynch, Morgan Stanley and CITIC Securities are the financial advisers to 3382 in this Acquisition Project.