Beijing Properties : Announcements and Notices - Discloseable Transaction Relating to the Joint Venture In ...

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北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

The Board is pleased to announce that on 13 November 2017, JV Party A (a wholly-owned subsidiary of the Company) entered into the Transaction Documents with the Vendor and the Other JV Parties, pursuant to which, JV Party A would (i) acquire 35% equity interest in the JV Company at nil consideration pursuant to the Equity Transfer Agreement; and (ii) make capital contribution of RMB350,000,000 into the JV Company on or before 8 August 2020.

As the highest applicable percentage ratio in relation to the Transaction Documents exceeds 5% but is less than 25%, the transactions contemplated thereunder constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Major Terms of the Equity Transfer Agreement Date: 13 November 2017

Parties: (1) the Vendor

1. JV Party A

2. JV Party B

3. JV Party C

4. JV Party D

5. JV Party E

The background of the Vendor and the JV Parties is set out in the paragraph headed "Information about the Vendor and the JV Parties" below.

Transfer of Equity Interest in the JV Company

On 13 November 2017, the Vendor entered into the Equity Transfer Agreement with the JV Parties to sell 100% equity interest in the JV Company to the JV Parties at nil consideration (as to 35%, 30%, 15%, 15% and 5% equity interest to JV Party A, JV Party B, JV Party C, JV Party D and JV Party E respectively). The consideration was determined after arm's length negotiations between the Vendor and the JV Parties with reference to, among others, (i) the consolidated negative net asset value of the JV Group attributable to equity-holders of the JV Company of approximately RMB3,075,000 based on the unaudited consolidated financial information of the JV Group as at 30 September 2017; and (ii) the financial condition and the future prospects of the JV Group. As at the date of the Equity Transfer Agreement, the Vendor, which is an indirect wholly-owned subsidiary of BE Clean Energy and is neither a connected person nor an associate of the Company, was the sole shareholder of the JV Company. The completion of the aforesaid transfer of equity interest is subject to the necessary internal and external approvals of the JV parties.

The investment in JV Group will be accounted for in the financial statements of the Group as investment in an associate using the equity method of accounting.

The JV Company was established in Lhasa City, the Tibet Autonomous Region of the PRC with limited liability on 27 July 2017.

Based on the unaudited consolidated financial information of the JV Group as at 30 September 2017 prepared in accordance with the generally accepted accounting principles in the PRC, the consolidated total asset value and the consolidated negative net asset value of the JV Group attributable to equity-holders of the JV Company were approximately RMB300,095,000 and approximately RMB3,075,000 respectively.

The table below sets forth the consolidated net loss (both before and after taxation) of the JV Group for period from 27 July 2017 (date of incorporation) to 30 September 2017 based on the unaudited consolidated financial information of the JV Group:

For the financial period from 27 July 2017

(date of incorporation) to

30 September 2017

(approximately)

(RMB)

Loss before taxation 3,582,000

Loss after taxation 3,582,000

Major terms of the Articles

On 13 November 2017, the JV Parties adopted the Articles in respect of the JV Company. The principle terms are set out below:

The business activities of the JV Group will comprise: investment and development of infrastructures (transportation, municipal services, environment protection) and related activities, development of residential properties and related facilities, development of new industrial parks, sale of commodity properties, property management, leasing of properties, estate agency services, operations of car parks, internet of things services, trade consulting, corporate management consulting, provision of public utilities and other activities, subject to the approval of the relevant authority of State Administration for Industry and Commerce of the PRC.

The registered capital of the JV Company is RMB1,000,000,000, which is determined by the JV Parties on arm's length negotiations taking into account the funding requirement of the projects to be invested by the JV Group and the JV Parties have agreed to contribute capital in the following proportions which will be settled by cash payment on or before 8 August 2020. Details of the JV Parties, the amount of their capital contributions and percentage of shareholding upon the completion of the equity transfer under the Equity Transfer Agreement are listed below:

JV Party

Capital contribution

RMB

Equity percentage

JV Party A 350,000,000 35%

JV Party B 300,000,000 30%

JV Party C 150,000,000 15%

JV Party D 150,000,000 15%

JV Party E 50,000,000 5%

Total 1,000,000,000 100%