E160611392Ann.indd

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) MAJOR AND CONNECTED TRANSACTIONS IN RELATION TO THE ACQUISITION OF 60% OF THE TOTAL ISSUED SHARES OF ZHONG JIAN JIN BIAN JING JI TE QU LTD AND 60% OF SHAREHOLDER'S LOAN THE ACQUISITION

The Board is pleased to announce that on 4 July 2016 (after trading hours of the Stock Exchange), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor and the Target Company, pursuant to which the Purchaser has conditionally agreed to acquire and accept the assignment of, and the Vendor has conditionally agreed to sell and assign, the Sale Shares and the Sale Loan, respectively, at the Consideration of US$178,581,495 (equivalent to approximately HK$1,392,096,328). The Sale Shares represent 60% of the entire issued share capital of the Target Company. The Sale Loan represents 60% of all obligations, liabilities and debts owed by the Target Company to the Vendor on or at any time prior to the completion of the Acquisition which as at the date of this announcement, amounted to approximately US$102,000,000 (equivalent to approximately HK$795,120,600).

As at the date of this announcement, the Target Company owns the Property, which comprise of certain plots of land in Seb Commune, Ta Ches Commune and Chhuk Sor Commune with a total area of approximately 11,443,853 square metres. Upon completion of the Acquisition, the Target Company will become a 60% owned subsidiary of the Company.

LISTING RULES IMPLICATION

The Transactions constitute:

  1. major transactions for the Company under Chapter 14 of the Listing Rules, as one or more of the applicable percentage ratios in relation to the Transactions is more than 25% but less than 100%; and

  2. connected transactions for the Company under Chapter 14A of the Listing Rules, as the Vendor is an independent non-executive Director of the Company and is therefore a connected person of the Company.

    Accordingly, the Transactions are subject to the reporting, announcement, circular and Independent Shareholders' approval requirements.

    GENERAL

    An Independent Board Committee comprising the independent non-executive Directors (excluding the Vendor) has been formed to advise the Independent Shareholders on whether the terms of the Sale and Purchase Agreement, the Put Option and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms or better, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote in respect to the resolutions to be proposed at the SGM to approve the Sale and Purchase Agreement, the Put Option and the transactions contemplated thereunder. Euto Capital Partners Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the same.

    A circular containing, among other things, (i) further details of the Sale and Purchase Agreement, the Put Option and the transactions contemplated thereunder; (ii) the accountants' report of the Target Company; (iii) the pro forma financial information on the Enlarged Group; (iv) the valuation of the Enlarged Properties; (v) a letter of recommendation from the Independent Board Committee to the Independent Shareholders;

    (vi) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (vii) the notice convening the SGM is expected to be despatched to the Shareholders on or before 31 August 2016, as additional time is required to prepare the aforesaid information to be included in the circular.

    Shareholders and potential investors of the Company should note that completion of the Acquisition is subject to a number of conditions precedent (as set out in the section headed "Conditions Precedent") which may or may not be fulfilled. The Acquisition may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company. THE ACQUISITION

    The Board is pleased to announce that on 4 July 2016 (after trading hours of the Stock Exchange), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendor and the Target Company, pursuant to which the Purchaser has conditionally agreed to acquire and accept the assignment of, and the Vendor has conditionally agreed to sell and assign, the Sale Shares and the Sale Loan, respectively, at the Consideration of US$178,581,495 (equivalent to approximately HK$1,392,096,328). The Sale Shares represent 60% of the entire issued share capital of the Target Company. The Sale Loan represents 60% of all obligations, liabilities and debts owed by the Target Company to the Vendor on or at any time prior to the completion of the Acquisition which as at the date of this announcement, amounted to approximately US$102,000,000 (equivalent to approximately HK$795,120,600).

    The principal terms of the Sale and Purchase Agreement are set out below.

    THE SALE AND PURCHASE AGREEMENT

    Date: 4 July 2016 (after trading hours of the Stock Exchange)

    Parties: (1) Vendor

    1. Purchaser, an indirect wholly-owned subsidiary of the Company

    2. Target Company

    3. As at the date of this announcement, the Vendor is the sole legal and beneficial owner of all the issued shares in the Target Company. The Vendor is an independent non-executive Director of the Company and is therefore a connected person of the Company (as defined under the Listing Rules).

      Assets to be acquired

      Pursuant to the Sale and Purchase Agreement, the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, (i) the Sale Shares which represent 60% of the entire issued share capital of the Target Company; and (ii) the Sale Loan, representing 60% of all obligations, liabilities and debts owed by the Target Company to the Vendor on or at any time prior to the completion of the Acquisition which as at the date of this announcement, amounted to approximately US$102,000,000 (equivalent to approximately HK$795,120,600). As informed by the Vendor, the original investment cost of the Sale Shares paid by the Vendor was approximately US$6,000,000 (equivalent to approximately HK$46,771,800). Upon completion of the Acquisition, the Target Company will become a 60% owned subsidiary of the Company.

      As at the date of this announcement, the Target Company owns the Property, which comprises of certain plots of land in Seb Commune, Ta Ches Commune and Chhuk Sor Commune with a total area of approximately 11,443,853 square metres. Upon fulfillment of the conditions precedent in paragraph (ii) as set out in the section headed "Conditions Precedent" to this announcement, the Target Company will also become the owner of the Transferring Properties. Further details of the Target Company are set out in the section headed "Information on the Target Company" to this announcement.

    Beijing Properties (Holdings) Limited published this content on 04 July 2016 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 25 July 2016 16:06:02 UTC.

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