Beijing Properties : Announcements and Notices - Discloseable Transaction and Continued Connected Transact ...

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北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

The Board is pleased to announce that on 28 April 2017, the Company entered into the Supplemental Agreement with BG Finance, pursuant to which the existing Caps under the Deposit Services Master Agreement will be revised to HK$650 million for the three financial years ending 31 December 2019 and the term of the Deposit Services Master Agreement shall be extended to 31 December 2019.

As the Company's ultimate controlling shareholder BE Group owns not less than 30% equity interest in BG Finance, BG Finance is an associate of BE Group and is therefore a connected person of the Company. The Deposit Services constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As each of the relevant percentage ratios (except for the profits ratio which is not applicable) for the utilization of Deposit Services under the Supplemental Agreement is higher than 5% but less than 25% on an annual basis, the utilisation of Deposit Services under the Supplemental Agreement constitutes non-exempt continuing connected

transactions under Rule 14A.35 of the Listing Rules and is subject to the reporting, annual review, announcement and the independent shareholders' approval requirements under Rule 14A.48 of the Listing Rules.

Further, the utilisation of Deposit Services under the Supplemental Agreement constitutes the provision of financial assistance under Rule 14.04(1)(e) of the Listing Rules and thus a discloseable transaction under Chapter 14 of the Listing Rules.

The Company will send a circular containing, among other things, a letter of advice from the independent financial adviser to both the Independent Board Committee and the Independent Shareholders and a letter of recommendation from the Independent Board Committee to the Independent Shareholders and the details of the Deposit Services under the Supplemental Agreement and the revised Caps on or before 23 May 2017.

Reference is made to the announcement of the Company dated 29 June 2015 in relation to Deposit Services Master Agreement. The Company entered into the Supplemental Agreement with BG Finance in relation to revision of the Cap.

Date: 28 April 2017 (after trading hours)

Parties: (1) The Company

(2) BG Finance

Further information about BG Finance is set out in the paragraph headed "Information of the Company and BG Finance" below.

Pursuant to the Supplemental Agreement, the parties have agreed to revise each of the Caps in relation to the Deposit Services for the three financial years ending 31 December 2019 to HK$650 million. Save as the said revision, all other terms of the Deposit Services Master Agreement shall remain unchanged. The Supplemental Agreement shall be effective from the date of obtaining the Independent Shareholders' approval at the SGM.

The term of the Deposit Services Master Agreement shall be extended to 31 December 2019. Subject to the compliance with the Listing Rules and/or upon the expiration of such revised term, the Deposit Services Master Agreement may be renewed, varied or modified by the Company and BG Finance by agreement in writing.

The rate at which interest will accrue on any deposit placed by the Group with BG Finance under the Deposit Services Master Agreement will not be lower than the following:

1. the basis interest rate announced by the People's Bank of China for the same type of deposits for the same period;

2. interest rates offered by commercial banks in Hong Kong and the PRC to the Group for the same type of deposits for the same period; and

3. the interest rates offered by BG Finance to other members of BE Group for the same type of deposits.

The cumulative daily outstanding deposits balance placed by the Group with BG Finance (including any interest accrued thereon) during the three financial years ending 31 December 2019 will not exceed the following caps:

Equivalent to HK$ million

Equivalent to HK$ million

For the period from 29 June 2015 to 31 December 2015 250 - For the financial year ended 31 December 2016 250 -

For the financial year ending 31 December 2017 250 650

For the financial year ending 31 December 2018 - 650

For the financial year ending 31 December 2019 - 650

In determining the revised annual Caps for the Deposit Services for the three years ending 31 December 2019, the Company has taken into account of the following; (i) the historical maximum daily balance of deposit the Company placed with BG Finance, and (ii) the reference to the latest Group's cash and cash equivalents available. As at 31 March 2017, the amount of cash and bank balances of the Group was approximately RMB4.13 billion.

The Supplemental Agreement will take effect after the fulfilment of the following condition precedent:

- (if applicable) the compliance with the requirements of announcement and Independent Shareholders' approval under the Listing Rules.

If the approval of Independent Shareholders cannot be obtained on or before 31 December 2017, the Supplemental Agreement will be terminated and it shall have no legal effect.

The Directors have been monitoring the amount of the Deposit Services and as of the date of this announcement, the existing annual Cap for the Deposit Services in respect of 2016 has not been exceeded. The total assets of the Group increased from approximately HK$9,912 million as at 30 June 2015 to approximately HK$11,718 million as at 31 December 2016. As at 31 December 2016, the Group's deposits at BG Finance amounted to approximately HK$242,474,432. In view of the continuous expansion in the operational scale of the Group, it is expected that the Group will continue and deploy more deposit services at BG Finance. The Board has decided to adopt the revised annual Caps for each of the three years ending 31 December 2017, 2018 and 2019 in order to provide greater flexibility in the management of the Group's cash resources.

The Group has to maintain deposits and other bank balances with financial institutions in Hong Kong and the PRC from time to time as part of its treasury activities and in order to satisfy its business needs in the ordinary and usual course of business.