Beijing Properties : Announcements and Notices - Connected Transactions (1) Acquisition of 30% Equity Inte ...

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北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

1. ACQUISITION OF 30% EQUITY INTEREST AND SHAREHOLDER LOAN IN HONG KONG HIGH CHURCH GROUP LIMITED; AND
2. ACQUISITION OF 30% EQUITY INTEREST IN TIANJIN TRANSWELL INTERNATIONAL

On 25 October 2017, the Company and the Vendors entered into the Agreement pursuant to which the Company has conditionally agreed to purchase Sale Shares, Shareholder Loan and Sale Equity for the Consideration of RMB95,830,000 which will be settled by cash payment.

As the Vendors are connected persons of the Company at the subsidiary level, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and the transactions contemplated under the Agreement are subject to announcement but are exempted from independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As the highest relevant ratio of the Acquisition exceeds 1% but is less than 5%, the transaction is exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Rule 14A.76(2) of the Listing Rules.

Date: 25 October 2017

Vendor 1 and Vendor 2 are connected persons of the Company at the subsidiary level and they are principally engaged in investment holding and provision of logistics with related value- added service respectively. The Company is entitled to designate another company to act as purchaser under the Agreement.

Pursuant to the Agreement, (1) The Company has conditionally agreed to purchase and the Vendor 1 has conditionally agreed to sell the Sale Shares and Shareholder Loan; and (2) The Company has conditionally agreed to purchase and the Vendor 2 has conditionally agreed to sell the Sale Equity.

The Consideration for Sale Shares, Shareholder Loan and Sale Equity are agreed to be RMB95,830,000 (equivalent to about HK$112,792,929) which consists of the following:

1. RMB28,830,000 payable to Vendor 1 within 10 business days after the completion of the transfer of the Sale Shares and Shareholder Loan from the Vendor 1 to the Company (or its designated company);

2. RMB21,000,000 payable to Vendor 2 within 10 business days after the completion of the registration of transfer of ownership in Sale Equity at the office of Administration for Industry and Commerce in the PRC and filing at the relevant office of the Ministry of Commerce in the PRC; and

3. RMB46,000,000 payable to Vendor 1 upon completion of all the transfers of the Sale Equity, Sale Shares and Shareholder Loan.

The Consideration was arrived at arm's length negotiation between the Vendors and the Company on the normal commercial terms with reference to (a) the current combined market value of the Customs Warehouse owned by WSL Logistics and TYWL Warehouse owned by TYWL of approximately RMB372 million; and (b) the unaudited net assets value of WSL Logistics and High Church Group (including the amount of the Shareholder Loan) as at 31 August 2017.

The completion of the Agreement is conditional upon the fulfilment of the following conditions:

1. the Agreement has taken effect;

2. internal approval of Vendor 1 for Vendor 1 to sell Sale Shares and Shareholder Loan has been obtained;

3. internal approval of WSL Logistics on the transfer of Sale Shares and Shareholder Loan has been obtained;

4. internal approval of Vendor 2 for Vendor 2 to sell Sale Equity has been obtained; and

5. internal approval of High Church on the transfer of Sale Equity has been obtained.

1. High Church Group

   The Group and Vendor 1 own 70% and 30% of the issued share capital of High Church respectively. High Church wholly owns TYWL. High Church Group (including High Church and TYWL) is principally engaged in provision of logistics services.

   The following table sets out the consolidated net (loss)/profit and consolidated net asset value of High Church Group based on its unaudited consolidated financial statements for the years ended 31 December 2016 and 2015 (prepared under the generally accepted accounting principles in Hong Kong):

   For year ended 31 December 2016 For year ended 31 December 2015

   (Unaudited) (Unaudited)

   RMB'000 RMB'000

   Consolidated net (loss)/profit before tax for

   the period (574) 1,089

   Consolidated net loss after tax for the year (1,589) (27)

   Consolidated net asset value 11,165 16,536

2. WSL Logistics

The Group and Vendor 2 own 70% and 30% of the equity interests of WSL Logistics respectively. WSL Logistics is principally engaged in provision of logistics services.

The following table sets out the net profit and net asset value of WLS Logistics based on its unaudited financial statements for the years ended 31 December 2016 and 2015 (prepared under the generally accepted accounting principles in Hong Kong) :

(Unaudited) (Unaudited)

RMB'000 RMB'000

Net profit before tax for the period 18,280 10,199

Net profit after tax for the period 13,760 7,612

Net asset value 174,556 160,796