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.

BEIJING PROPERTIES (HOLDINGS) LIMITED

北京建 設( 控股 )有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925) DISCLOSEABLE TRANSACTION PROVISION OF GUARANTEE PROVISION OF GUARANTEE

The Board announces that on 28 July 2017, the Company, as guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to guarantee the obligations of WFOE 1, a company indirectly owned as to 75% by the Company, under the Facility Agreement in respect of the Loan provided by the Bank.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the provision of the guarantee by the Company under the Guarantee Agreement, together with the initial capital contribution to the JV Companies by the Company, in aggregate, is more than 5% but less than 25% and all other applicable percentage ratios are less than 25%, it constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

Reference is made to the announcement of the Company dated 15 November 2016 in relation to the discloseable transaction concerning the formation of joint venture companies (the "Announcement"). Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless defined otherwise herein.

PROVISION OF GUARANTEE

The Board announces that on 28 July 2017, the Company, as guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to guarantee the obligations of WFOE 1, a company indirectly owned as to 75% by the Company, under the Facility Agreement in respect of the Loan provided by the Bank.

PRINCIPAL TERMS OF THE GUARANTEE AGREEMENT

Date: 28 July 2017

Parties: (1) the Company; and

(2) the Bank.

Guarantee obligations: the Company, as guarantor, agreed to provide guarantee in favour of the Bank up to RMB69,750,000 in respect of the Loan, including but not limited to the principal, any interest, penalty interest, liquidated damages and other expenses.

REASONS FOR AND BENEFITS OF THE PROVISION OF GUARANTEE

The provision of the guarantee by the Company under the Guarantee Agreement will enable WFOE 1 to fund its operations and the development of the Fortune Land Project. As the Loan granted to WFOE 1 by the Bank is RMB93,000,000, the guarantee provided by the Company, being RMB69,750,000, is in proportion to its indirect equity interest in WFOE 1. The other joint venture partner, JV Partner, through its wholly-owned subsidiary, has also agreed to provide guarantee for the obligations of WFOE 1 in proportion to its indirect equity interest in WFOE 1 under the same terms and conditions.

The Directors (including the independent non-executive Directors) consider that the terms of the Guarantee Agreement are fair and reasonable and the provision of the guarantee under the Guarantee Agreement is on normal commercial terms, and in the interests of the Company and its Shareholders as a whole.

INFORMATION OF THE COMPANY, THE BANK AND WFOE 1 The Company

The Company is a company incorporated in Bermuda with limited liability whose shares are listed on the main board of the Stock Exchange. The Company is an investment company and the holding company of the Group. The Group is principally engaged in investment in, development and operation of logistics, commercial, residential and industrial properties, provision of logistics services, including leasing of warehouse facilities and provision of related management services.

The Bank

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the Bank is primarily engaged in the provision of banking services in the PRC; and (ii) the Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

WFOE 1

WFOE 1 is a wholly foreign owned enterprise established in the PRC on 25 November 2014. The registered capital of WFOE 1 is USD30 million. The unaudited net loss of WFOE

1 which was prepared under generally accepted accounting principles of the PRC, was approximately RMB1,030,658 (equivalent to approximately HK$1,195,812) (both before and after taxation and extraordinary items) for the financial year ended 31 December 2016. The unaudited net asset value of the WFOE 1 was RMB33,505,038 (equivalent to approximately HK$38,873,914) and RMB45,474,380 (equivalent to approximately HK$52,761,234) as at 31 December 2015 and 31 December 2016, respectively.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the provision of the guarantee by the Company under the Guarantee Agreement, together with the initial capital contribution to the JV Companies by the Company, in aggregate, is more than 5% but less than 25% and all other applicable percentage ratios are less than 25%, it constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless the context otherwise requires, capitalised terms used shall have the following meanings:

"Bank" United Overseas Bank (China) Limited

"Facility Agreement" the loan facility agreement dated 25 October 2016 (as

amended and supplemented on 11 July 2017) entered into between WFOE 1 and the Bank in relation to the Loan

"Guarantee Agreement" the guarantee agreement dated 28 July 2017 entered into by

the Company in favour of the Bank in respect of the Loan

"Loan" a RMB93,000,000 loan facility provided to WFOE 1 by the Bank under the Facility Agreement

Beijing Properties (Holdings) Limited published this content on 28 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 July 2017 09:08:02 UTC.

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