Tianjin Construction Development Group Co., Ltd. — Share Issue/Capital Change 2024

Dec 3, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

T J C D

天津建设发展集团股份公司

Tianjin Construction Development Group Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2515)

INSIDE INFORMATION APPLICATION FOR THE FULL CIRCULATION OF SHARES BY THE COMPANY

光大證券 | 國際
EVERBRIGHT SECURITIES | INTERNATIONAL

Financial Adviser to the Company

This announcement is made by Tianjin Construction Development Group Co., Ltd. (the "Company") pursuant to Rule 13.09(2)(a) of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Inside Information Provisions (as defined in the Listing Rules, namely under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

References are made to the China Securities Regulatory Commission (the "CSRC") Announcement [2019] No. 22 "Guidelines on Application for "Full Circulation" of Domestic Unlisted Shares of H-share Companies" (《H股公司境內未上市股份申請“全流通”業務指引》) issued by the CSRC on 14 November 2019 and amended on 10 August 2023, and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) issued by the CSRC on 17 February 2023 regarding the procedures to apply for full circulation of shares by companies whose H shares are listed on the Stock Exchange.

The board of directors (the "Board") of the Company is pleased to announce that the Company has submitted an application (the "Application") to the CSRC on 3 December 2024 to implement the H share full circulation (the "H Share Full Circulation") in respect of the conversion of all of its unlisted shares (the "Unlisted Shares")(i.e. 161,844,749 Unlisted Shares, representing approximately $75\%$ of the total issued share capital of the Company as at the date of this announcement) into overseas listed shares that are listed in the Stock Exchange (the "H Shares") of the Company. The Company will also apply to the Stock Exchange for the listing of and permission to deal in such H Shares on the Main Board of the Stock Exchange (the "Conversion and Listing").

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Subject to obtaining all the relevant registration with and/or approvals from the relevant regulatory authorities (including but not limited to the CSRC and the Stock Exchange) and the compliance with all the applicable laws and regulations, such Unlisted Shares shall be converted into H Shares and be eligible to be listed and traded on the Main Board of the Stock Exchange.

Pursuant to the Articles of Association of the Company, no further shareholders’ approval of the Company will be required for the H Share Full Circulation. As at the date of this announcement, the Company (i) has not completed the registration with the CSRC in respect of the Application; (ii) has not yet applied to the Stock Exchange for the Conversion and Listing; and (iii) the details of the implementation plan in relation to the H Share Full Circulation have not been finalised. The Company will make further announcements on the progress and details of the Application and the H Share Full Circulation as and when appropriate.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By order of the Board

Tianjin Construction Development Group Co., Ltd.

Wang Wenbin

Chairman and non-executive Director

Tianjin, the PRC, 3 December 2024

As of the date of this announcement, the Board of Directors of the Company comprises: (i) Mr. Zhao Kuanghua, Mr. Li Kai, Mr. Yang Youhua and Mr. Ni Baqun as executive Directors; (ii) Mr. Wang Wenbin as non-executive Director; and (iii) Dr. Yan Bing, Dr. Liu Jinlu and Mr. Shiu Shu Ming as independent non-executive Directors.

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