Beijing Properties : Announcements and Notices - Major and Connected Transactions Supplemental Deed in Rel ...

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BEIJING PROPERTIES (HOLDINGS) LIMITED

北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925) MAJOR AND CONNECTED TRANSACTIONS SUPPLEMENTAL DEED IN RELATION TO THE ACQUISITION OF 60% OF THE TOTAL ISSUED SHARES OF ZHONG JIAN JIN BIAN JING JI TE QU LTD AND 60% OF SHAREHOLDER'S LOAN

Reference is made to the announcements of Beijing Properties (Holdings) Limited dated 4 July 2016, 8 July 2016, 29 August 2016 and 28 October 2016 (the "Announcements"). Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcements.

THE SUPPLEMENTAL DEED

On 29 November 2016 (after trading hours on the Stock Exchange), the Purchaser entered into a supplemental deed to the Sale and Purchase Agreement (the "Supplemental Deed") with the Vendor and the Target Company to supplement and amend the terms of the Sale and Purchase Agreement. Key terms of the Supplemental Deed are as follows:

1. The Target Company has since execution of the Sale and Purchase Agreement as at 4 July 2016, further purchased additional parcels of land in Kampong Tralach and Samaki Mean Chey Districts ("Additional Land"). Under the Supplemental Deed, the Target Company acquired two additional portions, firstly with a total area of approximately 2,140,375 square metres, of the Additional Land at a price of US$8.6 per square metre with a total consideration of US$18,407,225 ("First Additional Land Purchase Price") and the second portion, with a total area of approximately 822,888 square metres, of the Additional Land at a price of US$24.6 per square metre with a total consideration of US$20,243,045 ("Second Additional Land Purchase Price", together with the First Additional Land Purchase Price, the "Additional Land Purchase Price"). The Vendor paid the Additional Land Purchase Price for and on behalf of the Target Company, and as a result the Target Company owes the Vendor a non-interest bearing amount equivalent to the Additional Land Purchase Price. As at the date of the Supplemental Deed, the definition of "Property" in the Sale and Purchase Agreement is amended to include the Additional Land.

2. Effective as of the date of the Supplemental Deed:

3. the Consideration for the Sale Shares and the Sale Loan is adjusted to US$201,771,657, having accounted for the Additional Land Purchase Price. As a result of the adjustment to the Consideration, the Purchaser shall pay the remaining balance of the Consideration to the Vendor in the following manner:

4. US$176,795,680 (being the Consideration less the initial deposit and 60% of the Additional Land Purchase Price) on the date of completion of the Acquisition; and

5. US$23,190,162 (being 60% of the Additional Land Purchase Price) within 90 calendar days after the Completion Date;

6. the condition precedent with respect to Independent Shareholders passing at the SGM the necessary resolutions approving, amongst other things, the Sale and Purchase Agreement is amended to the effect that the Independent Shareholders shall have approved the execution of the Sale and Purchase Agreement and the transactions contemplated thereby in accordance with the Listing Rules, in anticipation that the Stock Exchange may waive the general meeting requirement and accept written shareholders' approval pursuant to Rules 14.44 and 14A.37 of the Listing Rules;

7. in addition to conditions precedent (i), (iii), (iv), (v), (xi) and (xii) which may be waived at the Purchaser's discretion under the Sale and Purchase Agreement, the Purchaser may further waive condition precedent (ii);

8. conditions (vii), (x) and (xiii) are removed as conditions precedent to completion of Acquisition, but that the Vendor has undertaken to fulfil these conditions within 90 calendar days after completion of the Acquisition;

9. the Put Option granted by the Vendor to the Purchaser under the Sale and Purchase Agreement is cancelled; and

10. the undertaking by the Vendor that the price for acquisition by the Target Company from the Vendor and/or its associates of additional plots of land neighboring or adjacent to the Enlarged Properties shall not be more than US$25 per square metre, is terminated.

Save as disclosed above, all terms and conditions of the Sale and Purchase Agreement shall remain unchanged and continue in full force and effect. The terms of the Supplemental Deed were arrived at after arm's length negotiations between the Purchaser, the Vendor and the Target Company, and the Directors believe that the terms of the Supplemental Deed are fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

Shareholders and potential investors of the Company should note that completion of the Acquisition is subject to a number of conditions precedent (as set out in the section headed "Conditions Precedent" in the Announcement dated 4 July 2016) which may or may not be fulfilled. The Acquisition may or may not proceed. Shareholders and potential investors of the Company are therefore urged to exercise caution when dealing in the Shares and other securities of the Company.

By Order of the Board

Beijing Properties (Holdings) Limited Cheng Ching Fu

Company Secretary

Hong Kong, 29 November 2016

As at the date of this announcement, Mr. Qian Xu, Mr. Hu Yebi, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Yu Luning, Mr. Ang Renyi, Mr. Wan Lee Cham, Mr. Dong Qilin and Mr. Li Changfeng are the executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Chan Yuk Cheung are the independent non-executive Directors.