Tianjin Construction Development Group Co., Ltd. — Share Issue/Capital Change 2025

Apr 28, 2025

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

LISTING APPROVAL GRANTED BY THE STOCK EXCHANGE FOR THE FULL CIRCULATION OF SHARES BY 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) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

References are made to the announcements (the "Announcements") of the Company dated 3 December 2024 and 7 March 2025 in relation to the submission of the Application to the CSRC in respect of the H Share Full Circulation and the issuance of the Filing Notice by the CSRC of the Application. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

LISTING APPROVAL GRANTED BY THE STOCK EXCHANGE

The Company has applied to the Listing Committee of the Stock Exchange for the approval of the listing of and permission to deal in 161,844,749 H Shares (the "Converted H Shares") to be converted from 161,844,749 Unlisted Shares. The Board is pleased to announce that the listing approval was granted by the Stock Exchange on 28 April 2025 (the "Listing Approval").

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SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER THE COMPLETION OF THE CONVERSION AND LISTING

The Conversion and Listing will involve a total of four participating shareholders (the "Participating Shareholders") holding 161,844,749 Unlisted Shares, which will, after the Conversion and Listing, represent approximately 75% of the total issued Shares of the Company. Set out below is the shareholding percentage of the Participating Shareholders upon completion of the Conversion and Listing.

No.	Name of the Participating Shareholders	Number of Converted H Shares	Approximate percentage of total issued Shares upon completion of the Conversion and Listing^{Note}
1.	Shengyuan Group Holdings (Tianjin) Co., Ltd.*
(盛源集團控股(天津)有限公司)	110,830,940	51.4%
2.	Zhiweilai (Tianjin) Enterprise Management Co.
Limited* (致未來(天津)企業管理有限公司)	31,665,983	14.6%
3.	Gongmeihao (Tianjin) Enterprise Management Co.
Limited* (共美好(天津)企業管理有限公司)	15,000,000	7.0%
4.	Zhuhai Zhongqing Henghui VIII Equity Investment Partnership (Limited Partnership)* (珠海中青恒輝八期股權投資合夥企業(有限合夥))	4,347,826	2.0%
	Total	161,844,749	75.0%

Note: the calculation is based on a total of 215,794,749 Shares in issue as at the date of this announcement.

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The share capital structure of the Company immediately before and upon completion of the Conversion and Listing is set out below:

Description of Shares	As at the date of this announcement and immediately before completion of the Conversion and Listing		Upon completion of the Conversion and Listing
	Number of Shares	Approximate percentage	Number of Shares	Approximate percentage
Unlisted Shares	161,844,749	75.0%	—	—
H Shares	53,950,000	25.0%	215,794,749	100.0%
Total	215,794,749	100.0%	215,794,749	100.0%

The Company shall complete the relevant conversion and trading procedures in respect of the Converted H Shares and will make further announcement(s) on the progress of the Conversion and Listing in compliance with the requirements under the Listing Rules and the applicable laws, 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, 28 April 2025

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

• for identification purpose only