BEIJING PROPERTIES (HOLDINGS) LIMITED 
By 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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.
BEIJING PROPERTIES (HOLDINGS) LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 925) SHARE TRANSACTION AND CONNECTED TRANSACTION ACQUISITION OF RECEIVABLESThe Board would like to announce that on 24 January 2014, the Company entered into the Agreement pursuant to which the Vendor agreed to dispose of and the Company agreed to acquire the Receivables. The consideration for the Acquisition ("Consideration") shall be settled by the Company issuing and allotting to the Vendor the Consideration Shares on the Completion Date.
The Shareholders and potential investors are advised by the Board to exercise caution when dealing in the Shares.1
BACKGROUND The Oriental Union ReceivablesThe Vendor provided an aggregate sum of HK$11,360,536 to Oriental Union to finance its working capital from 2006 to 2013.
The Guangzhou Guangming ReceivablesThe Vendor provided an aggregate sum of HK$90,028,555 to Guangzhou Guangming to finance its working capital from 2009 to 2013.
THE AGREEMENT Date24 January 2014
Parties
(1) The Company
(2) The Vendor
(3) Oriental Union
(4) Guangzhou Guangming
Subject to the terms and conditions of the Agreement, the Vendor agrees to sell, and the Company agrees to purchase, all the Vendor's rights and title to and interest in the Receivables.
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The Consideration
The consideration for the Acquisition amounts to HK$101,389,091 ("Consideration"), which represents the aggregate of HK$11,360,536, being the book value of the Oriental Union Receivables as at the date of the Agreement, and HK$90,028,555, being the book value of the Guangzhou Guangming Receivables as at the date of the Agreement. The Consideration shall be settled upon the Completion by the Company issuing and allotting to the Vendor such number of new Shares ("Consideration Shares") as equal to the Consideration at an issue price of HK$0.62 per Share, which is agreed by the Vendor and the Company.
The number of Consideration Shares to be issued upon the Completion will be 163,530,791
Shares, representing approximately 2.55% of the issued share capital of the Company as enlarged by this issue.
The Consideration Shares will be issued pursuant to a specific mandate subject to the
Independent Shareholder's approval at the SGM.
An application will be made to the Stock Exchange for the listing of and permission to deal in the Consideration Shares.
The Consideration Shares will rank in all respects pari passu with the existing Shares. There is no restriction on the subsequent sale of the Consideration Shares.
The Consideration was agreed between the Vendor and the Company after arm's length negotiations with reference to the book value of the Oriental Union Receivables and the Guangzhou Guangming Receivables recorded by the Vendor.
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Conditions precedent
The Completion is conditional upon the fulfillment or waiver (as the case may be) of the following conditions precedent:
(a) the Independent Shareholders having approved (i) the Acquisition and the transactions contemplated under the Agreement; and (ii) the issue and allotment of the Consideration Shares, at the SGM; and
(b) the Stock Exchange having granted approval for the listing of and permission to deal in the Consideration Shares.
The above conditions precedent (a) and (b) cannot be waived by the Company nor the Vendor. As at the date of this announcement, none of the above conditions has been fulfilled.
If the conditions precedent have not been fulfilled on or before the Long Stop Date, the Agreement shall be terminated (save as otherwise provided therein) and all rights and obligations of the parties shall cease immediately upon the termination and no parties shall have any claim against the other, save for any claim arising from antecedent breaches of the Agreement.
The Completion shall take place on the Completion Date, whereupon:
(a) the Receivables will be transferred by the Vendor to the Company; and
(d) the Company will issue the Consideration Shares to the Vendor.
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CHANGE IN SHAREHOLDING STRUCTURES OF THE COMPANYThe shareholding structure of the Company (a) as at the date of this announcement; and (b) immediately after the issue and allotment of the Consideration Shares (assuming there is no other change in the issued share capital of the Company) is as follows:
Shareholders
Existing shareholding
(as at the date of this announcement)
Immediately after
the issue and allotment of the Consideration Shares
No. of Approximate No. of Approximate
Shares % Shares %
Brilliant Bright Holdings Limited
(except the Vendor) (note 1) 1,557,792,500 24.95 1,557,792,500 24.32
Beijing Enterprises Real Estate (HK)
Limited (except the Vendor) (note 2) 2,417,076,407 38.72 2,417,076,407 37.73
Illumination Holdings Limited (note 3) 87,451,458 1.40 87,451,458 1.37
Vendor - - 163,530,791 2.55
Thular (note 4) | 354,400,000 | 5.68 | 354,400,000 | 5.53 | |||
Public | 1,826,401,289 | 29.25 | 1,826,401,289 | 28.50 |
Total 6,243,121,654 100.00 6,406,652,445 100.00
Notes:
1. Brilliant Bright Holdings Limited is the beneficial owner of 1,557,792,500 Shares and is wholly owned by
Beijing Enterprises Real Estate (HK) Limited ("BEREHK").
2. BEREHK is also the beneficial owner of 2,417,076,407 Shares and is wholly owned by :lJi:lrl'lèlll
1'i�f0jjj (Beijing Enterprises Group Real Estate Company Limited ("BEGREC")*). BEGREC is a wholly owned subsidiary of BEGCL, which is deemed to be a party acting in concert with the Vendor under the Codes on Takeovers and Mergers and Share Repurchases.
3. Illumination Holdings Limited is the beneficial owner of 87,451,458 Shares and is wholly owned by the
Vendor. The Vendor is wholly owned subsidiary of BEGCL.
4. Thular Limited is wholly owned by Kerry Holdings Limited which is in turn wholly owned by Kerry Group Limited. Kerry Holdings Limited and Kerry Group Limited are also deemed to be interested in the said Shares.
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INFORMATION OF THE PARTIES The VendorThe Vendor is BEGCL's wholly owned subsidiary. Its principal business is investment holding.
The CompanyThe Company is a company listed on the Main Board of the Stock Exchange. Its principal business is investment, development and operation of logistics, commercial and residential properties.
REASONS FOR AND BENEFITS OF THE ACQUISITIONThe Acquisition is a further step adopted by the Company to support the operation of Guangzhou Guangming after our takeover in December 2013. Through the integration of rights of equity and debt under the Company, the management of Guangzhou Guangming can further focus on the improvement of its operational results.
SHARE TRANSACTION AND CONNECTED TRANSACTION
As one or more of the applicable percentage ratios (as defined under the Listing Rules) are less than 5%, the Acquisition constitutes a share transaction for the Company under the Listing Rules.
As the Vendor is a wholly owned subsidiary of BEGCL, the ultimate controlling Shareholder of the Company, the Vendor is a Connected Person and the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Acquisition is therefore subject to the reporting, announcement and independent shareholders' approval requirements under the Listing Rules.
The Independent Board Committee will be formed to advise the Independent Shareholders and an independent financial advisor will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Acquisition and the transactions contemplated under the Agreement.
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The SGM will be held at which ordinary resolutions will be proposed to seek approval from the Independent Shareholders by way of poll for the Acquisition and the transactions contemplated under the Agreement.
A circular containing, among other things, details of the Acquisition and the Agreement and notice of the SGM, is expected to be despatched to the Shareholders on or before 18 February
2014.
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Agreement" the agreement dated 24 January 2014 entered into among the Company, the Vendor, Oriental Union and Guangzhou Guangming under which the Vendor agreed to sell and the Company agreed to buy the Receivables
"Acquisition" acquisition of the Receivables by the Company on the terms and subject to the conditions of the Agreement
"BEGCL" :lJirl')Z�!Il1'i0jjj (Beijing Enterprises Group Company Limited), a company incorporated in the PRC, which is the Company's ultimate controlling Shareholder
"Board" the board of Directors
"Business Day(s)" any day (other than a Saturday, Sunday or public holiday) on which commercial banks in the PRC, Hong Kong and Bermuda are generally opened for normal business
"Company" Beijing Properties (Holdings) Limited, a limited liability company incorporated in Bermuda, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 925)
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"Completion" completion of the Acquisition on the terms and subject to the conditions of the Agreement
"Completion Date" the date on which the Completion takes place, which shall be on or before the 3rd Business Day after fulfillment or waiver (as the case may be) of all the conditions precedent pursuant to the Agreement
"Connected Person" has the meaning ascribed thereto in the Listing Rules
"Consideration" as defined and described in 'The Consideration' section of this announcement
"Consideration Shares" as defined and described in 'The Consideration' section of this announcement
"Director(s)" the Company's director(s) (including the independent non- executive directors) from time to time
"Guangzhou
Guangming"
Jl·%Jlm��_91'i0jjj (Guangzhou Guangming
Property Construction Co. Ltd*), a sino-foreign cooperative joint venture established in the PRC, which is held by Oriental Union and Guangzhou Guangxie as to 80% and
20%, respectively
"Guangzhou Guangxie" Jl·Jl;i»�!Il1'i0jjj , an Independent Third Party
"Guangzhou Guangming
Receivables"
an aggregate sum of HK$90,028,555 a d vanced by the
Vendor from 2009 to 2013 to finance the working capital of
Guangzhou Guangming
"HK$" Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
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"Independent Board
Committee"
an independent board committee of the Compan y, comprising all the independent non-executive Directors formed for the purpose of advising the Independent Shareholders in respect of the Acquisition and the transactions contemplated under the Agreement
"Independent
Shareholder"
the shareholders of the Company other than the Vendor and its associates who are required to abstain from voting on the resolutions to approve, among other things, the Acquisition
and the transactions contemplated under the Agreement
"Independent Third
Party"
individual(s) or company(ies) who is/are not a Connected
Person(s) of the Company
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Long Stop Date" 30 June 2014 or such other date as the parties to the
Agreement may mutually agree
"Oriental Union" Oriental Union Investments Limited( *n9Fi'ì5l'it1'i
0jjj ), a company incorporated in Hong Kong with limited liability, which is owned as to 99.9% by the Company and
0.1% by an Independent Third Party
"Oriental Union
Receivables"
an aggregate sum of HK$11,360,536 advanced by the Vendor from 2006 to 2013 to finance the working capital of Oriental
Union
"PRC" the People's Republic of China
"Receivables" the Oriental Union Receiva bles and the Guangzhou
Guangming Receivables
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"SGM" a special general meeting of the Company to be held at which ordinary resolution(s) will be proposed to seek approval from the Independent Shareholders by way of poll for the Acquisition and the transactions contemplated under the Agreement
"Share(s)" ordinary share(s) of nominal value of HK$0.10 each in the issued share capital of the Company
"Shareholders" Shareholders of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vendor" Beijing Holdings Limited( Ji*'J lll( �!Il )1'i0jjj ), a limited liability company incorporated in Hong Kong, which is a wholly owned subsidiary of BEGCL
"%" per cent
By Order of the Board
Company Secretary
Hong Kong, 24 January 2014
As at the date of this announcement, Mr. Yu Li, Mr. Xu Taiyan, Mr. Qian Xu, Mr. Jiang Xinhao, Ms. Meng Fang, Mr. Siu Kin Wai, Mr. Yu Luning, Mr. Liu Xueheng and Mr. Ang Renyi are the Executive Directors; and Mr. Goh Gen Cheung, Mr. Ma Chiu Cheung, Andrew, Mr. Ng Tang Fai, Ernesto, Mr. Zhu Wuxiang and Mr. James Chan are the Independent Non-Executive Directors.
* For identification purposes only
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