Beijing Properties : Announcements and Notices - Termination of Discloseable Transaction in Relation to Sh ...

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BEIJING PROPERTIES (HOLDINGS) LIMITED ̏ԯܔண€છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

TERMINATION OF DISCLOSEABLE TRANSACTION

IN RELATION TO

SHENYANG PROJECT

References are made to the announcements of Beijing Properties (Holdings) Limited dated 6 November 2015 and 14 July 2017 (together the "Announcements"), in respect of the discloseable transactions in relation to, among other things, the Acquisition and the Subscription as contemplated under the Framework Agreement as varied and amended by the Supplemental Agreement (the "Consolidated Framework Agreement"). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

TERMINATION OF THE CONSOLIDATED FRAMEWORK AGREEMENT

The Board announces that, the conditions precedent of the Acquisition and the Subscription have not been satisfied in accordance with the terms and conditions of the Consolidated Framework Agreement as at 31 March 2018. After careful consideration of all the circumstances surrounding the Acquisition and the Subscription, all parties to the Consolidated Framework Agreement agreed not to proceed with the Acquisition and the Subscription. On 30 May 2018, all parties to the Consolidated Framework Agreement entered into an agreement ("Termination Agreement") whereby they have mutually agreed to terminate the Consolidated Framework Agreement and other accompanying transaction agreements (collectively, the "Transaction Agreements"), to waive and relinquish all of their respective title, claims, interests, benefits and rights which they have or may have in the Transaction Agreements and to release and discharge each other from their respective obligations under the Transaction Agreements with effect from the date of the Termination Agreement. Pursuant to the Termination Agreement, the BVI Target Company shall forthwith refund the Revised Prepayments to China Logistics, being a subsidiary of the Company, and neither party shall have any claim against each other thereafter.

The Board considers that the termination of the Acquisition and the Subscription does not have any material adverse impact on the existing business or financial position of the Group.

The announcement is made pursuant to Rule 14.36 of the Listing Rules.

By Order of the Board

Beijing Properties (Holdings) Limited

Cheng Ching Fu

Company Secretary

Hong Kong, 30 May 2018

As at the date of this announcement, Mr. Qian Xu, Mr. Hu Yebi, Mr. Li Shuping, Mr. Zhao Jiansuo, 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.