Beijing Properties : Announcements and Notices - Termination of (i) Major Transaction for Beijing Propert ...

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This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Beijing Medical.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2389)

北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

1. TERMINATION OF MAJOR TRANSACTION FOR BEIJING PROPERTIES IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL AND SHAREHOLDER'S LOAN OF THE TARGET COMPANY
2. TERMINATION OF MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF CONSIDERATION SHARES BY BEIJING PROPERTIES
3. TERMINATION OF MAJOR AND CONNECTED TRANSACTIONS FOR BEIJING MEDICAL IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL AND SHAREHOLDER'S LOAN OF THE TARGET COMPANY
4. TERMINATION OF DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO THE DISPOSAL OF

References are made to the joint announcement of Beijing Properties and Beijing Medical dated 31 March 2017, the announcements of Beijing Properties dated 7 April 2017 and 29 June 2017, and the announcement of Beijing Medical dated 29 June 2017 (together the "Announcements"), in connection with (i) the Disposal and the acquisition of the 2389 Consideration Shares and the 1803 Consideration Shares by Beijing Properties; and (ii) the Acquisition and disposal of the 1803 Consideration Shares by Beijing Medical. Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

On 27 July 2017, the Vendor, Beijing Properties, the Purchaser and Beijing Medical entered into a deed of termination ("Termination Deed") to terminate the S&P Agreement. Pursuant to the Termination Deed, each of the parties thereto releases and discharges all other parties thereto from all claims, liabilities and obligations in connection with the S&P Agreement. Further, the parties to the Termination Deed confirm that up to date of the Termination Deed, none of the parties thereto has any claims arising from the S&P Agreement.

As the S&P Agreement has been terminated, neither the SGM of Beijing Properties nor the EGM of Beijing Medical will be held to consider and approve the S&P Agreement and no circular will be issued by either Beijing Properties or Beijing Medical.

The board of directors of each of Beijing Properties and Beijing Medical considers that the termination of the S&P Agreement is in the interests of Beijing Properties and its shareholders as a whole and in the interests of Beijing Medical and its shareholders as a whole and has no material adverse impact on the existing business or financial position of the group of companies of each of Beijing Properties and Beijing Medical.

By Order of the Board By Order of the Board

Chairman Company Secretary

Hong Kong, 27 July 2017

As at the date of this announcement, Mr. Qian Xu, Mr. Hu Yebi, Mr. Zhao Jiansuo, Mr. Li Shuping, Mr. Siu Kin Wai, Mr. Dong Qilin, Mr. Li Changfeng, Mr. Cheng Ching Fu, Mr. Yu Luning and Mr. Ang Renyi are the Executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming are the Independent Non- Executive Directors of Beijing Properties.

As at the date of this announcement, the Board of Beijing Medical comprises ten Executive Directors, namely Mr. Zhu Shi Xing, Mr. Liu Xue Heng, Mr. Gu Shan Chao, Mr. Qian Xu, Mr. Hu Yebi, Mr. Siu Kin Wai, Mr. Hu Xiao Yong, Mr. Hu Shiang Chi, Mr. Wang Zheng Chun and Mr. Zhang Jing Ming and five Independent Non-Executive Directors, namely Mr. Robert Winslow Koepp, Mr. Gary Zhou, Mr. Tse Man Kit, Keith, Mr. Wu Yong Xin and Mr. Zhang Yun Zhou.