Beijing Enterprises Medical and Health Industry : DISCLOSEABLE TRANSACTION - SUBSCRIPTION OF INTEREST IN A FUND

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2389)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF INTEREST IN A FUND

THE SUBSCRIPTION AGREEMENT

The Board is pleased to announce that, on 3 August 2020, Subscriber A, a wholly-owned subsidiary of Company, and the Fund entered into the Subscription Agreement, pursuant to which Subscriber A agreed to subscribe for the Class A Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund, at a total subscription amount of approximately USD1.49 million.

LISTING RULES IMPLICATIONS

Pursuant to Rules 14.22 and 14.23 of the Listing Rules, the Subscription will be aggregated with the First Subscription and the Second Subscription for the purpose of calculating the percentage ratios. When aggregated, as the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceeds 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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INTRODUCTION

The Board is pleased to announce that, on 3 August 2020, Subscriber A, a wholly-owned subsidiary of Company, and the Fund entered into the Subscription Agreement, pursuant to which Subscriber A agreed to subscribe for the Class A Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund, at a total subscription amount of approximately USD1.49 million.

On 15 April 2020, Subscriber A and the Fund entered into a subscription agreement, pursuant to which Subscriber A subscribed for Class A Shares attributable to the Segregated Portfolio at a total subscription amount of approximately USD2.87 million (the "First Subscription").

On 2 July 2020, Subscriber B and the Fund entered into a subscription agreement, pursuant to which Subscriber B subscribed for Class A Shares attributable to the Segregated Portfolio at a total subscription amount of USD1.38 million (the "Second Subscription").

THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised as follows:

Date:

3 August 2020

Parties:

1. Beijing Enterprises Capital Holding Limited, a wholly-owned subsidiary of the Company, as the Subscriber A; and
2. the Fund

Assets to be acquired and subscription amount:

Pursuant to the Subscription Agreement, Subscriber A agreed to subscribe for the Class A Shares attributable to the Segregated Portfolio, a segregated portfolio of the Fund, at a total subscription amount of approximately USD1.49 million, which is payable by the Company by cash from its internal resources. The subscription amount is determined based on the terms of the PPM and the condition of the Company's idle cash.

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Terms of the Segregated Portfolio

Name of the Segregated	BE FORTUNE DIVERSIFIED INCOME FUND SP II
Portfolio:
Participating Shares:	The directors of the Fund have initially created and
	designated one class in respect of the Segregated Portfolio,
	being Class A Shares, which are being offered under the
	terms of the PPM. At any time the directors of the Fund may
	create and designate additional classes in respect of the
	Segregated Portfolio without notice to, or the consent of, the
	holders of Participating Shares. The directors of the Fund
	may differentiate between classes on various bases,
	including as to the dealing currency, the fees payable, the
	level of information provided and redemption rights.
Investment objective and	The investment objective of the Segregated Portfolio is to
strategies:	generate long-term capital appreciation and maximise total
	returns with a diversified and minimal associated risk.
	The Manager will seek to achieve the investment objective
	of the Segregated Portfolio by primarily investing in listed
	or unlisted companies that provide structured secured and/or
	unsecured loans in form of bonds, convertible bonds, notes,
	structured products and/or individuals in the form of
	secured and/or unsecured personal loans with the aim of
	generating a fixed return from issuers globally, specifically
	in the real estate sector.
	Below is the detail of the existing project of the Segregated
	Portfolio:
	On 27 September 2019, the Fund entered into a loan
	commitment letter, with 813 Carnarvon Street
	Developments Limited Partnership, as Borrower, and Vintop
	Development Corporation, as Nominee and Guarantor (the
	"Commitment Letter").

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	Pursuant to the Commitment Letter, the Fund should
	provide a mezzanine loan up	to CAD11,000,000	(the
	"Loan") to	the Borrower to	assist in financing	the
	construction of a property development project in
	Vancouver, Canada (the "Project").
	The Project is an integrated residential and commercial
	mixed use complex that will include a 32-storey tower with
	204 residential units, and a 8-storey tower with 66
	non-market residential units and 3 commercial units, having
	a total gross building area of approximately 228,080 square
	feet.
	Detail of the Commitment Letter:
	Principal:	CAD11,000,000
	Interest rate:	Fixed at 10% per annum, calculated and
		payable monthly in arrears
	Term:	Three years period commencing from the
		first drawdown date
	Security:	Assignment of rents and registered, at the
		time of the first drawdown, as a fixed charge
		on the Project and a floating charge and
		security interest against the other Project's
		assets, including contracts, deposits, sale
		proceeds and other cash flow
	Repayment:	The Borrower shall repay the Loan on the
		maturity date which is the earlier of three
		years after the first drawdown or the date
		payment is demanded upon an event of
		default
Distribution policy:	It is envisaged that any income or gains will be distributed
	by way of dividend subject to declaring a dividend at any
	time if the directors of the Fund consider it appropriate to
	do.

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Management:	The directors of the Fund have overall responsibility for the
	management and administration of the Fund. However, in
	respect of the Segregated Portfolio, the directors of the Fund
	have delegated responsibility for making day-to-day
	investment decisions to the Manager and responsibility for
	day-to-day administrative functions to the Investment
	Advisor.
Redemption:	Subject to the Lock-Up Period, Class A Shares may be
	redeemed at the option of their holders on any Redemption
	Day at the relevant price equal to the net asset value per
	share of the relevant class as at the valuation day
	immediately preceding the relevant Redemption Day.
Management fee:	The Fund will pay the Manager a management fee, out of the
	assets of the Segregated Portfolio, of one twelfth (1/12) of
	two per cent (2%) per calendar month of the net asset value
	of the Segregated Portfolio (before deduction of that
	monthly's management fee) as at the last valuation day in
	each calendar month, adjusted for any subscriptions and
	redemptions during the month.
Performance fee:	The Manager is also entitled to receive a performance fee
	from the Segregated Portfolio in an amount equal to 20% of
	the appreciation of the net asset value of each series of the
	class with respect to a particular performance period over
	the high water mark.
	The high water mark for each Participating Share of a series
	is the greater of (i) the subscription price per Participating
	Share of that series and (ii) the highest previous net asset
	value per Participating Share of that series. The
	performance fee with respect to a series of Participating
	Shares is calculated on a cumulative basis and is not payable
	until all prior net losses with respect of such series
	(excluding performance fees) are recouped and the net asset
	value per Participating Share exceeds its high water mark.

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Lockup Period:	In respect of any series of Class A Shares, a period of thirty
	six (36) months or such other period of time as the directors
	of the Fund may determine, either generally or in any
	particular case, following the issuance of such series, during
	which Subscriber A cannot redeem such series of Class A
	Shares.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The principal purpose of the Company of the Subscription is to diversify the investment portfolio of the Company with an aim to enhancing its profitability. The Subscription provides an opportunity to the Company to enhance return by utilising the idle cash of the Company.

In light of the above, the Directors are of the view that the terms of the Subscription Agreement and transactions contemplated thereunder are fair and reasonable and in the interests of the Company and its shareholders as a whole.

INFORMATION OF THE GROUP, SUBSCRIBER A AND SUBSCRIBER B

The Company is an investment holding company and the Group is principally engaged in the provision of medical care, health care and geriatric care related services and products.

Subscriber A is an investment holding company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company.

Subscriber B is an investment holding company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company.

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INFORMATION OF THE FUND

The Fund is a segregated portfolio company incorporated in the Cayman Islands with limited liability. The investment objective of the Fund is to generate long-term capital appreciation by primarily investing in listed or unlisted companies that provide structured secured and/or unsecured loans in form of bonds, convertible bonds, notes, structured products and/or individuals in the form of secured and/or unsecured personal loans with the aim of generating a fixed return from issuers globally, specifically in the real estate sector. The Fund does not have historical financial results.

INFORMATION OF THE MANAGER AND THE INVESTMENT ADVISOR

The Manager is BE Fortune (Cayman) Investment Management Limited, a company incorporated in the Cayman Islands with limited liability and is principally engaged in asset management.

The Investment Advisor is BE Fortune (HK) Investment Management Limited, a company incorporated in Hong Kong with limited liability, and is licensed for type 4 (Advising on Securities) and type 9 (Asset Management) regulated activities by the Securities and Futures Commission of Hong Kong. The Investment Advisor is principally engaged in investment consultancy and asset management and a wholly owned subsidiary of the Company.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Fund and the Manager and their respective ultimate beneficial owner(s) are Independent Third Parties.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rules 14.22 and 14.23 of the Listing Rules, the Subscription will be aggregated with the First Subscription and the Second Subscription for the purpose of calculating the percentage ratios. When aggregated, as the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) in respect of the Subscription exceeds 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Board"	the board of Directors
"CAD"	Canadian dollar, the lawful currency of Canada
"Class A Share"	a Participating Share designated as Class A Share
	attributable to the Segregated Portfolio
"Company"	Beijing Enterprises Medical and Health Industry Group
	Limited 北控醫療健康產業集團有限公司, a company
	incorporated in Cayman Islands with limited liability and
	the shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 2389)
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Fund"	BE FORTUNE DIVERSIFIED INCOME FUND SPC, an
	exempted company incorporated with limited liability and
	registered as a segregated portfolio company in the Cayman
	Islands
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Independent Third Party"	a party independent of and not connected with the Company
	and its connected persons

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"Investment Advisor"	BE Fortune (HK) Investment Management Limited, a
	company incorporated in Hong Kong with limited liability,
	and is licensed for type 4 (Advising on Securities) and type
	9 (Asset Management) regulated activities by the Securities
	and Futures Commission of Hong Kong and a wholly owned
	subsidiary of the Company
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange
"Manager"	BE Fortune (Cayman) Investment Management Limited, a
	company incorporated in the Cayman Islands with limited
	liability
"Participating Share"	a participating, redeemable, non-voting share of par value
	US$0.01 in the capital of the Fund attributable to the
	Segregated Portfolio
"PPM"	the private placement memorandum issued in February 2019
	by the Fund setting out, among others, the terms of the
	Segregated Portfolio and the offer for subscription of Class
	A Shares in the capital of the Fund attributable to the
	Segregated Portfolio
"Redemption Day"	The first business day of each calendar month and/or such
	other day or days as the directors of the Fund may
	determine, either generally or in any particular case
"Segregated Portfolio"	BE FORTUNE DIVERSIFIED INCOME FUND SP II, a
	segregated portfolio of the Fund
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subscriber A"	Beijing Enterprises Capital Holding Limited, a company
	incorporated in Hong Kong with limited liability, and a
	wholly-owned subsidiary of the Company

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"Subscriber B"	Beijing Enterprises Health and Medical Development
	Limited, a company incorporated in Hong Kong with limited
	liability, and a wholly-owned subsidiary of the Company
"Subscription"	the subscription of the Class A Shares attributable to the
	Segregated Portfolio at a total subscription amount of
	approximately USD1.49 million pursuant to the
	Subscription Agreement
"Subscription Agreement"	the subscription agreement dated 3 August 2020 entered into
	between Subscriber A and the Fund in relation to the
	Subscription
"subsidiary"	has the meaning ascribed to it under the Listing Rules
"USD"	United State dollar, the lawful currency of United State of
	America
"%"	percentage
	By Order of the Board of
	Beijing Enterprises Medical and Health
	Industry Group Limited
	Zhu Shi Xing
	Chairman
Hong Kong, 3 August 2020

As at the date of this announcement, the Board comprises seven executive Directors, namely Mr. Zhu Shi Xing, Mr. Liu Xue Heng, Mr. Gu Shan Chao, Mr. Siu Kin Wai, 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.

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