Beijing Properties : Announcements and Notices - Major Transaction Provision of Guarantee

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北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

The Board announces that on 9 October 2017, the Company, as guarantor, entered into the Second Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to guarantee the obligations of WFOE 2, a company indirectly owned as to 75% by the Company, under the Second Facility Agreement in respect of the Second Loan provided by the Bank.

The initial capital contribution to the JV Companies by the Company and the provision of the guarantees by the Company under the Guarantee Agreement and the Second Guarantee Agreement, constitute a series of related transactions and shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the provision of the guarantee under the Second Guarantee Agreement, when aggregated with the initial capital contribution to the JV Companies by the Company and the provision of the guarantee under the Guarantee Agreement, exceeds 25% but all applicable percentage ratios are less than 100%, the provision of the guarantee under the Second Guarantee Agreement constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

The Company has obtained written Shareholders' approval for the Second Guarantee Agreement and the transactions contemplated therein in accordance with Rule 14.44 of the Listing Rules from, Brilliant Bright and BEREHK, a closely allied group of Shareholders. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders' approval from Brilliant Bright and BEREHK will be accepted in lieu of holding a general meeting of the Shareholders. Accordingly, no physical Shareholders' meeting will be convened by the Company to approve the execution and performance of the Second Guarantee Agreement and the transactions contemplated thereunder.

A circular containing further information on the Second Guarantee Agreement and the transactions contemplated thereunder is expected to be despatched to the Shareholders on or before 4 December 2017 in accordance with the Listing Rules to allow sufficient time for the preparation and finalization of certain information of the circular. As the circular will not be despatched to the Shareholders within 15 business days after the publication of this announcement, the Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules.

Reference is made to the announcements of the Company dated 15 November 2016 and 28 July 2017 (the "Announcements") in relation to the discloseable transaction concerning the formation of the JV Companies and the provision of the guarantee for the obligations of WFOE 1 under the Facility Agreement in respect of the Loan provided by the Bank. Captialised terms used herein shall have the same meanings as those defined in the Announcements unless defined otherwise herein.

The Board announces that on 9 October 2017, the Company, as guarantor, entered into the Second Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to guarantee the obligations of WFOE 2, a company indirectly owned as to 75% by the Company, under the Second Facility Agreement in respect of the Second Loan provided by the Bank.

Date: 9 October 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 RMB198,000,000 in respect of the Second Loan, plus interest and other expenses payable under the Second Facility Agreement

The Second Guarantee Agreement will take effect on the later of the following dates:

1. the date when the Second Guarantee Agreement is executed by the parties thereto; and

2. the date the Shareholders approve the execution of the Second Guarantee Agreement and the transactions contemplated thereunder in the general meeting of the Shareholders in accordance with the Listing Rules or the date shareholders' written approval is provided from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the voting rights at the general meeting, approving the Second Guarantee Agreement and the transactions contemplated thereunder.

As at the date of this announcement, the above conditions have been satisfied.

The provision of the guarantee by the Company under the Second Guarantee Agreement will enable WFOE 2 to fund its operations and the development of the Changshu Land Project. The Changshu Land Project is located in the Jiangsu Province in the PRC and is part of the Yangtze River Delta. With a large demand for high-end industrial properties in the area, the Group believes that the completion of the Changshu Land Project will generate additional source of income. As the Second Loan granted to WFOE 2 by the Bank is RMB264,000,000, the guarantee provided by the Company under the Second Guarantee Agreement, being RMB198,000,000, is in proportion to its indirect equity interest in WFOE 2. One of the Ultimate Shareholders of the JV Partner, Mr. Tan Hock Seng, has also agreed to provide guarantee for the obligations of WFOE 2 under the Second Loan, in proportion to its indirect equity interest in WFOE 2 under the same terms and conditions.

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