Beijing Properties : Announcements and Notices - Discloseable Transaction in Relation to Provision of Guar ...

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(Incorporated in Bermuda with limited lability)

(Stock Code: 925)

DISCLOSEABLE TRANSACTION

IN RELATION TO PROVISION OF GUARANTEE

The Board announces that on 18 January 2019, the Company, as guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company has agreed to guarantee 75% of the obligations of the WFOE, under the Facility Agreement in respect of the Loan provided by the Bank.

As one or more of the Relevant Ratios of the Guarantee Agreement exceed 5% but all of them are below 25%, the Guarantee Agreement is classified as a discloseable transaction under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but are exempted from Shareholders' approval requirement under the Listing Rules.

THE GUARANTEE AGREEMENT

Date :

18 January 2019

Parties :

• (1) the Company; and

• (2) the BankGuarantee obligations : The Company, a guarantor, has agreed to guarantee in favour of the Bank 75% of the obligations of the WFOE under the Facility Agreement, up to RMB102,000,000, plus any interest accrued thereon and other expenses payable under the Facility Agreement

REASONS FOR AND BENEFITS DERIVED FROM THE GUARANTEE AGREEMENT

WFOE is a wholly owned subsidiary of JV Company, and is the investor, developer and operator of the Jiaxing Land Project. The whole project comprises of a total rentable area of approximately 94,461 square metres for high-end manufacturing users. The construction works have commenced in December 2017 and scheduled completion by the second quarter of 2019. Following the commencement of such construction works, WFOE had entered into the Facility Agreement of RMB136,000,000 for the development of Jiaxing Land Project, with the Bank which is an independent third party not connected with the Company and its connected persons. The Jiaxing Land Project is located in Jiaxing Economic and Technological Development Zone in the PRC and is part of the Yangtze River Delta. With a large demand for high-end industrial properties in the area, the Group believes that the completion of the Jiaxing Land Project will generate additional source of income. The provision of the guarantee under the Guarantee Agreement is to enable WFOE to obtain the banking facilities to finance its construction and development of the Jiaxing Land Project. One of the ultimate shareholders of the JV Partner, Mr. Tan Hock Seng ("Mr. Tan"), has also agreed to provide guarantee for the obligations of WFOE under the Loan in proportion to its indirect equity interest in WFOE under the same terms and conditions.

In view of the above, the Directors consider that (i) the provision of the guarantee will facilitate WFOE in meeting its financial needs for its construction and development of the Jiaxing Land Project; (ii) the guarantees provided by the Company and Mr. Tan in favour of the Bank are in proportion same as the shareholdings percentages in the JV Company; and (iii) the terms of the Guarantee Agreement are fair and reasonable and the provision of the guarantee by the Company under the Guarantee Agreement is on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE GROUP, THE BANK AND THE WFOE

The Group is principally engaged in investment, development and operation of (i) high-end and modern general warehouses; (ii) cold chain logistics warehouses; (iii) specialised wholesale market for the trading and distribution of local agricultural products; (iv) modernized industrial plants; and (v) investments in commercial properties and primary land development.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the Bank is primarily engaged in the provision of banking services in the PRC; and (ii) the Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

The WFOE is a wholly foreign owned enterprise established in the PRC on 20 October 2016.

The WFOE is principally engaged in investment, development and operation of the Jiaxing Land Project. The registered capital of the WFOE is US$32 million. The unaudited net loss of the WFOE for the year ended 31 December 2017 was approximately RMB1.4 million (equivalent to approximately HK$1.62 million)(both before and after taxation and extraordinary items). The unaudited net asset value of the WFOE was RMB96.62 million (equivalent to approximately HK$112.11 million) as at 31 December 2017.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the Relevant Ratios of the Guarantee Agreement exceed 5% but all of them are below 25%, the Guarantee Agreement is classified as a discloseable transaction under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but are exempted from Shareholders' approval requirement under the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions having the following meanings:

"Bank"	United Overseas Bank (China) Limited
"Board"	the board of Directors
"CIPG"	China Industrial Properties (Group) Limited, a company incorporated
in the British Virgin Islands with limited liability and a wholly
owned subsidiary of the Company
"CIPL"	China Industrial Properties (Holdings) Limited, a company
incorporated in the British Virgin Islands and a 72.48% owned
subsidiary of CIPG
"Company"	Beijing Properties (Holdings) Limited, a company incorporated in
Bermuda with limited liability, the shares of which are listed on the
Main Board of the Stock Exchange
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Facility Agreement"	the loan facility agreement dated 16 August 2018 entered into
between WFOE and the Bank in relation to the Loan
"Group"	the Company and its subsidiaries
"Guarantee Agreement"	the guarantee agreement dated 18 January 2019 entered into by the
Company in favour of the Bank in respect of the Loan
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Jiaxing Land Project"	the development of an industrial project comprising single storey
factories with an estimated total gross floor area of 94,461 square
metres
"JV Company"	SSinolog (Jiaxing) I Pte Ltd., a limited liability company incorporated
under the laws of Singapore and a 75% owned subsidiary of CIPL
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
3

"Loan"	a RMB136,000,000 loan facility provided to the WFOE by the Bank
under the Facility Agreement
"PRC"	the People's Republic of China
"Relevant Ratios"	the five ratios as set out in Rule 14.07 of the Listing Rules
"Share(s)"	share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"WFOE"	Forture Land Industrial Development (Jiaxing) Pte Ltd.* 寶地
工業地產發展（嘉興）有限公司, a wholly foreign owned enterprise
established under the laws of PRC
"%"	per cent

* The English translation of the name of the WFOE is provided for reference only and does not represent an official English name.

This announcement contains translation between Renminbi and Hong Kong dollar amounts at the approximate rate RMB0.86184=HK$1. The translation should not be taken as a representation that the Renminbi could actually be converted into Hong Kong dollars at that rate or at all.

By Order of the Board

Beijing Properties (Holdings) Limited

Cheng Ching Fu

Company Secretary

Hong Kong, 18 January 2019

As at the date of this announcement, Mr. Qian Xu, Mr. Li Shuping, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Dong Qilin, Mr. Li Changfeng, Mr. Cheng Ching Fu, Mr. Yu Luning, Mr. Ang Renyi and Mr. Ng Kin Nam 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.