COSCO Ports (Tianjin) Limited and China Shipping Terminal Development Co., Ltd., entered into a merger agreement with Tianjin Port Holdings, China Merchants International Terminals (“CM Terminals”), Tianjin Port Container Terminal (“TCT”), Tianjin Five Continents International Container Terminal (“FICT”) and Tianjin Orient Container Terminals (“TOCT”) pursuant to which TCT as the surviving entity will absorb and merge with FICT and TOCT.
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.
The completion of the Merger is conditional upon, among others, the consent of the employees’ (or employees representatives’) congress of TCT, FICT and TOCT and the publication of the notice to creditors.
Reasons for and benefits of the transaction
The Company believes that the Merger will be beneficial to further exert the strength of each party, optimise the allocation of resources, enhance the unified management of the relevant terminals, lower operational costs, and thereby increase the overall competitiveness of TCT and enhancing its efficiency.
Information on the Group and the relevant parties
The Company and its subsidiaries (including CP Tianjin and CSTD) are principally engaged in the businesses of managing and operating terminals, and related businesses. 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.