Beijing Enterprises Medical and Health Industry Gr : Announcements and Notices - Major Transaction for Beijing Properties Concerning Disposal of Sale Share and Shareholder's Loan of Target Company Discloseable Transaction Concerning Acquisition of Consideration Shares by Beijing Properties Major and Connected Transactions for Beijing Medical Concerning Acquisition of Sale Share and Shareholder's Loan of Target Company Discloseable and Connected Transactions Concerning Disposal of Shares in Beijing Sports

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 appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Beijing Medical.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2389)

BEIJING PROPERTIES (HOLDINGS) LIMITED

åŒ-京建 設（ 控è'¡ ）有é™å…¬å¸

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

1. MAJOR TRANSACTION FOR BEIJING PROPERTIES IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL AND SHAREHOLDER'S LOAN OF THE TARGET COMPANY
2. DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF CONSIDERATION SHARES BY BEIJING PROPERTIES
3. MAJOR AND CONNECTED TRANSACTIONS FOR BEIJING MEDICAL IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL AND SHAREHOLDER'S LOAN OF THE TARGET COMPANY
4. DISCLOSEABLE AND CONNECTED TRANSACTIONS IN RELATION TO THE DISPOSAL OF SHARES IN

BEIJING SPORTS BY BEIJING MEDICAL THE SALE AND PURCHASE AGREEMENT

On 31 March 2017 (after trading hours), the Vendor, a wholly-owned subsidiary of Beijing Properties, and the Purchaser, an indirect wholly-owned subsidiary of Beijing Medical, Beijing Properties and Beijing Medical entered into the S&P Agreement, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Share and the Shareholder's Loan, at a total consideration of HK$900,000,000, which shall be settled by the Purchaser by way of (i) cash payment in the amount of HK$41,850,000 on Completion; (ii) allotment and issue of the 2389 Consideration Shares by Beijing Medical to Beijing Properties (or its nominee) on Completion; (iii) transfer of the 1803 Consideration Shares owned by Beijing Medical to Beijing Properties (or its nominee) on Completion; (iv) cash payment in the amount of HK$135,000,000 on or before the first anniversary date of Completion Date; (v) cash payment in the amount of HK$135,000,000 on or before the second anniversary date of Completion Date; and (v) cash payment in the amount of HK$135,000,000 on or before third anniversary date of Completion Date. The Issue Price of the 2389 Consideration Shares is HK$0.50 per 2389 Consideration Share.

The Sale Share represents the entire issued share capital of the Target Company. The Shareholder's Loan amounts to approximately HK$588,745,795 as at date of this announcement. The Target Group is principally engaged in the operation of a hotel on the Property located in Beijing, PRC.

LISTING RULES IMPLICATIONS The Disposal and the acquisition of the 2389 Consideration Shares and the 1803 Consideration Shares by Beijing Properties

As one or more of the applicable percentage ratios in respect of the Disposal under the Listing Rules exceeds 25% and all of the applicable percentage ratios are less than 100%, the Disposal constitutes a major transaction of Beijing Properties under Chapter 14 of the Listing Rules and is subject to the reporting, announcement, circular and shareholders' approval requirements.

As one or more of the applicable percentage ratios in respect of the acquisition of the 2389 Consideration Shares and the 1803 Consideration Shares, in aggregate, under the Listing Rules exceeds 5% and all of the applicable percentage ratios are below 25%, the acquisition of the 2389 Consideration Shares and 1803 Consideration Shares, in aggregate, constitutes a discloseable transaction of Beijing Properties under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements.

The Acquisition and disposal of the 1803 Consideration Shares by Beijing Medical

As at the date of this announcement, Cosmic Stand, a direct wholly owned subsidiary of the Vendor which holds more than 10% in the issued share capital of Beijing Medical, is a substantial shareholder of Beijing Medical. Accordingly, the Vendor is a connected person of Beijing Medical under Chapter 14A of the Listing Rules.

As certain applicable percentage ratios in respect of the Acquisition under the Listing Rules are over 25% and all of the applicable percentage ratios are less than 100%, the Acquisition constitutes a major and connected transaction of Beijing Medical under Chapter 14 and Chapter 14A of the Listing Rules and is therefore subject to the reporting, announcement, circular and independent shareholders' approval requirements.

As certain applicable percentage ratios in respect of the disposal of the 1803 Consideration Shares under the Listing Rules are over 5% and all of the applicable percentage ratios are less than 25%, the disposal of the 1803 Consideration Shares constitutes a discloseable and connected transaction of Beijing Medical under Chapter 14 and Chapter 14A of the Listing Rules and is therefore subject to the reporting, announcement, circular and independent shareholders' approval requirements.

Beijing Properties, a substantial shareholder of Beijing Medical, has a material interest in the Acquisition and disposal of the 1803 Consideration Shares, and therefore shall abstain from voting in respect of the resolution approving the S&P Agreement and the transactions contemplated thereunder at the EGM of Beijing Medical.

The directors of Beijing Medical will also seek the approval of the Independent Shareholders at the EGM of Beijing Medical for the grant of the Specific Mandate to authorise the directors of Beijing Medical to allot and issue the 2389 Consideration Shares. An application will be made to the Stock Exchange for the listing of, and permission to deal in the 2389 Consideration Shares.

GENERAL

The SGM of Beijing Properties will be convened and held for the Shareholders of Beijing Properties to consider and, if thought fit, approve the S&P Agreement. A circular containing, among other matters, further details of the Disposal and the acquisition of the Consideration Shares, will be despatched to the Shareholders of Beijing Properties on or before 30 June 2017 so as to allow sufficient time for the preparation of the relevant information for inclusion in the circular.

The Independent Board Committee, comprising all the independent non-executive directors of Beijing Medical, namely Mr. Gary Zhao, Mr. Tse Man Kit, Keith, Mr. Wu Yong Xin and Mr. Zhang Yun Zhou, has been established by Beijing Medical to provide recommendations to the Independent Shareholders on the terms of the S&P Agreement. An independent financial advisor will be appointed by Beijing Medical to advise the independent board committee and the Beijing Medical Independent Shareholders in relation thereto.

Given (i) Mr. Zhu Shi Xing is interested in 15,800,000 underlying shares of Beijing Properties in respect of the share options granted by Beijing Properties, representing approximately 0.23% of the issued shares of Beijing Properties; (ii) Mr. Gu Shan Chao is interested in 11,800,000 underlying shares of Beijing Properties in respect of the share options granted by Beijing Properties and 31,498,000 ordinary shares of Beijing Properties, representing an aggregate of approximately 0.64% of the issued shares of Beijing Properties; (iii) Mr. Liu Xue Heng is interested in 17,000,000 underlying shares of Beijing Properties in respect of the share options granted by Beijing Properties, representing approximately 0.25% of the issued shares of Beijing Properties and 9,680,000 underlying shares of Beijing Sports in respect of the share options granted by Beijing Sports, representing approximately 0.83% of the issued shares of Beijing Sports; (iv) Mr. Zhu Shi Xing and Mr. Gu Shan Chao are directors of Beijing Holiday Inn; (v) Mr. Zhu Shi Xing and Mr. Tse Man Kit, Keith are directors of Beijing Sports and Mr. Liu Xue Heng is a director, chairman and chief executive officer of Beijing Sports, therefore, Mr. Zhu Shi Xing, Mr. Gu Shan Chao and Mr. Liu Xue Heng had abstained from voting on the relevant resolution for approving the S&P Agreement and the transactions contemplated thereunder.