Beijing Properties : CONNECTED TRANSACTION IN RELATION TO THE LOAN AGREEMENT

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.

BEIJING PROPERTIES (HOLDINGS) LIMITED

北 京 建 設（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

CONNECTED TRANSACTION

IN RELATION TO THE LOAN AGREEMENT

LOAN AGREEMENT

On 26 August 2020 (after trading hours of the Stock Exchange), the Borrower entered into the Loan Agreement with the Lenders, the Lead Bank and the Agent Bank, pursuant to which the Lenders agreed to provide the Loans of total amounts up to RMB1,300,000,000.

Pursuant to the Loan Agreement, the Borrower will also enter into the Pledge Agreement and the Company will enter into the Guarantee Agreement in favour of the Lenders as security for the Loans on or before the First Drawing Date.

IMPLICATIONS OF THE LISTING RULES

As at the date of this announcement, as the Company's ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. The 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

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As some of the applicable percentage ratios in respect of the transactions contemplated under the Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property, the entering of the Loan Agreement and the Pledge Agreement is subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

THE SGM

An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve the Transactions. The Independent Board Committee of the Company, comprising all the independent non-executive Directors, namely Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions.

A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020.

INTRODUCTION

On 26 August 2020 (after trading hours), the Borrower entered into the Loan Agreement with the Lenders, the Lead Bank and the Agent Bank, pursuant to which the Lenders agreed to provide the Loans of up to RMB1,300,000,000.

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THE LOAN AGREEMENT

The table below sets forth a summary of the principal terms of the Loan Agreement:

Date	26 August 2020 (after trading hours of the Stock Exchange)
Parties	(1) Jiangsu Sunan Zhicheng Technology Development
	Co., Ltd.（江蘇蘇南智城科技發展有限公司）as the
	Borrower;
	(2) Beijing Enterprises Group Finance Co., Ltd.（北京控
	股集團財務有限公司）as the 1st Lender, a connected
	person of the Group;
	(3) Changzhou Branch of Bank of Communications Co.,
	Ltd（交通銀行股份有限公司常州分行）as the 2nd
	Lender; and
	(4) Changzhou Xiaoyingqian Branch of Industrial and
	Commercial Bank of China（中國工商銀行股份有
	限公司常州小營前支行）as the 3rd Lender, the Lead
	Bank and the Agent Bank.
	To the best of the Directors' knowledge, information and
	belief having made all reasonable enquiries, the 2nd Lender
	and the 3rd Lender (including their respective ultimate
	beneficial owners) are Independent Third Parties.
Principal amount	Total amounts of the Loans drawn under the Loan Agreement
	are up to a maximum amount of RMB1,300,000,000.

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Participations of	The Lenders agree to the following participations in the
the Lenders	lending of the Loans:
		RMB'million		Percentage
	1st Lender	200	15.38%
	2nd Lender	500	38.46%
	3rd Lender	600	46.16%
	Total	1,300	100%
Drawings
The Borrower is entitled to make several drawings before
	27 March 2030, subject to the fulfilment of the conditions
	precedent to such drawing. The first drawing should be made
	on or before 14 May 2021.
Interest rate	LPR
	The interest rate under the Loan Agreement was determined
	based on the parties' arm's length negotiation with reference
	to, among others, the prevailing interest rates quoted by
	the commercial banks in the PRC and the benchmark rate
	provided by The People's Bank of China.
Usage	Solely for the construction of the Project of the Borrower.
Term	Please refer to the repayment schedule set out below.

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Repayment	The Borrower shall repay the Loans as follows:
		Planned
		Repayment
	Planned Repayment Date	Amount
	21 February 2023	RMB25 million
	21 August 2023	RMB25 million
	21 February 2024	RMB75 million
	21 August 2024	RMB75 million
	21 February 2025	RMB80 million
	21 August 2025	RMB80 million
	21 February 2026	RMB90 million
	21 August 2026	RMB90 million
	21 February 2027	RMB95 million
	21 August 2027	RMB95 million
	21 February 2028	RMB95 million
	21 August 2028	RMB95 million
	21 February 2029	RMB95 million
	21 August 2029	RMB95 million
	21 February 2030	RMB95 million
	21 August 2030	RMB95 million
	Total	RMB1,300 million
	Provided that if the total amount of the actually borrowed
	Loans is less than RMB1,300 million, the planned repayment
	amount shall be reduced in reverse order.
Early repayment	The Borrower can repay all or part of the Loans that have
	been drawn but not yet repaid at any time before the planned
	repayment dates set out in the repayment schedule, provided
	that the Borrower shall provide a notice of no less than 30
	Business Days in advance to the Agent Bank and obtain the
	written consent of the Agent Bank. The amount of repayment
	should be at least RMB5 million and in multiples of RMB5
	million (or any other amount as agreed with the Agent Bank
	(based on the decision of the majority of the Lenders)).

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Default	If the Borrower fails to repay the principal and accrued
	interests of the Loans or commits any of the default events
	as specified under the Loan Agreement, the Lenders shall
	have the right to declare the Loans, the interests due, and
	any amounts to be paid under the Loan Agreement to be
	immediately payable or exercise all or any of the rights or
	compensation under the Loan Agreement.
Conditions precedent	The first drawing of the Loans under the Loan Agreement is
	subject to, among others, the following conditions:
	(1) the Borrower having entered into the Pledge Agreement
	with the Lenders, the Lead Bank and the Agent Bank,
	pursuant to which the Borrower agrees to pledge the
	Pledged Property in favour of the Lenders as collateral
	for the Loans and the registration of the pledge having
	been completed;
	(2) the Company having entered into the Guarantee
	Agreement with the Lenders, the Lead Bank and the
	Agent Bank in favour of the Lenders, pursuant to
	which the Company agrees to guarantee the repayment
	obligations of the Borrower under the Loan Agreement;
	(3) each of the Borrower and the Company having
	obtained their respective internal approvals for the
	Loan Agreement, the Pledge Agreement and the
	Guarantee Agreement;
	(4) the Company having obtained the approval of the
	Independent Shareholders with respect to the Loan
	Agreement and the transactions contemplated
	thereunder by way of ordinary resolution in general
	meeting in accordance with the Listing Rules, the
	memorandum and articles of association of the
	Company and applicable laws;

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	(5) the Borrower having provided all documents as
	required by the Lenders, including without limitation,
	the Certificate of Incorporation, the Memorandum and
	Articles of Association, the identification documents
	of legal representatives, the Capital Contribution
	Verification Report, the relevant board resolutions and/
	or shareholders resolutions approving, among others,
	the entering into of the Loan Agreement and the
	transactions contemplated hereunder, the latest annual
	report and any other documents requested by the
	Lenders; and
	(6) the project capital of the Project having been raised in
	accordance with the capital ratio of the applicable laws
	and regulations.
Security	Pursuant to the Loan Agreement, the Borrower agrees to
	enter into the Pledge Agreement and the Company agrees to
	enter into the Guarantee Agreement in favour of the Lenders
	as security for the Loans.
	Pursuant to the Loan Agreement, the Borrower further
	agrees that upon completion of the construction work of the
	Project and after obtaining the ownership certificate(s) of
	the properties constructed (the "Constructed Properties"),
	it will (i) withdraw the pledge of the land on which the
	Constructed Properties are located under the Pledge
	Agreement; and (ii) pledge the Constructed Properties
	as security to the Agent Bank (for and on behalf of all
	the Lenders) within 3 months upon such withdrawal. The
	Borrower shall complete the necessary procedures for the
	pledge of the Constructed Properties by the end of 2023.
	Please refer to the paragraphs headed "The Pledge
	Agreement" and "The Guarantee Agreement" below for
	details.

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THE PLEDGE AGREEMENT

In consideration of the provision of the Loans to the Borrower under the Loan Agreement, the Pledge Agreement shall be entered into by the Borrower as pledgor, the Lenders as pledgee, the Lead Bank and the Agent Bank on or before the First Drawing Date, pursuant to which the Borrower agrees to pledge to the Lenders the Pledged Property as security to the obligations of the Borrower under the Loan Agreement.

The table below sets forth a summary of the principal terms of the Pledge Agreement:

Parties	(1)	the Borrower as pledgor;
	(2)	the Lenders as pledgee;
	(3)	the Lead Bank; and
	(4)	the Agent Bank.
Subject	Pursuant to the Pledge Agreement, the Borrower agrees to
	pledge all the land use rights and assets (if any) on the Land
	as set out in the table below (collectively, the "Pledged
	Property") to the Lenders as security to the obligations of
	the Borrower under the Loan Agreement:
			Property
			ownership
	Land		certificate no.	Total land area
	all the landed property owned	0008518	Total land area of
	by the Borrower and located		133,181 square
	at the east side of Qingyang		meters
	North Road（青洋北路東側）,

and to the north side of Taihu Lake Road（太湖東路北側）in

Tianning District, Changzhou City, Jiangsu Province, the PRC. As at the date of this announcement, the asset value of the land amounted

to approximately RMB139.85 million.

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Term of the Pledge	Being the period commencing from the First Drawing Date
Agreement	and up to the date on which the Borrower fulfills all its
	repayment obligations under the Loan Agreement.

THE GUARANTEE AGREEMENT

In consideration of the provision of the Loans to the Borrower under the Loan Agreement, the Guarantee Agreement shall be entered into by the Company as guarantor and the Lenders as guarantee, the Lead Bank and the Agent Bank, pursuant to which the Company agrees to provide a guarantee in favour of the Lenders of the total guaranteed amount equivalent to the total amount of the Loans up to a limit of RMB1,300,000,000.

INFORMATION ON THE PARTIES TO THE LOAN AGREEMENT

The Company

The Company is an investment holding company incorporated in Bermuda. As at the date hereof, 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.

The Borrower

The Borrower is a company established in the PRC with limited liability and a wholly- owned subsidiary of China Industrial Properties (Holdings) Limited（中國工業地產（控 股）有限公司）, a company owned as to approximately 72.48% by the Company. The Borrower is principally engaged in industrial property investment, development and operation management.

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The Lenders

The 1st Lender

The 1st Lender is a company established in the PRC with limited liability. As BE Group beneficially owns not less than 30% equity interest in the 1st Lender, the 1st Lender is an associate of BE Group. The establishment of the 1st Lender as a non-bank financial services institute has been approved by China Banking Regulatory Commission. The 1st Lender acts as a platform of BE Group for provision of intragroup facilities through financial products including deposit-taking,money-lending and custodian services, etc.

The 2nd Lender

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the 2nd Lender is a company established in the PRC and principally engaged in banking, investment management, industrial investment and asset management.

The 3rd Lender

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the 3rd Lender (also being the Lead Bank and the Agent Bank) is a company established in the PRC and principally engaged in banking, investment management, industrial investment and asset management.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE LOAN AGREEMENT

The area of the land of the Project is approximately 133,181 square metres located at the east side of Qingyang North Road（青洋北路東側）, and to the north side of Taihu Lake Road（太湖東路北側）in Tianning District, Changzhou City, Jiangsu Province, the PRC, the land use rights of which are held by the Borrower. The land use rights of the property have been granted to the Borrower for a term of 50 years for industrial use. Upon completion of the construction work of the Project, it is expected that the Sunan Zhicheng Intelligence Industrial Park (the "SNZC") erected under the Project comprises various medium-rise and low-rise buildings including 45 buildings, 1 data center and ancillary commercial facilities with a total gross floor area of approximately 477,579 square metres. The industrial operators and headquarters in SNZC will focus on high-end intelligent manufacturing, new-generation information technology and big data industry.

The Loan Agreeemnt will enable the Borrower to obtain adequate funds to meet its financial needs for the construction and development of the Project. It is expected that the Project will generate income when the construction and development is completed, which is in the interest of the Company as a whole, and is in line with its business strategy and overall interest. In addition, the 1st Lender is a platform of BE Group for provision of intragroup financing facilities, it represents the financial support for the development of the Group's business by BE Group.

The Board considers that (i) the interest rate of the Loans under the Loan Agreement is similar to the prevailing market interest rate; (ii) the Guarantee Agreement and Pledge Agreement are similar to those in the current market norm; and (iii) the tenor of the Loans is more flexible and less pressure for the Group's to repay the Loans. The Directors are of the view that the Loan Agreement, the Guarantee Agreement and the Pledge Agreement are or will be entered into on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS OF THE LISTING RULES

As at the date of this announcement, as the Company's ultimate controlling shareholder, BE Group owns not less than 30% equity interest in the 1st Lender. In this connection, the 1st Lender is an associate of BE Group and is therefore a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Loan Agreement and the Pledge Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As some of the applicable percentage ratios in respect of the transactions contemplated under Loan Agreement (in respect of the commitment of the 1st Lender under the Loan Agreement) and the Pledge Agreement (in respect of the proportional interest of the 1st Lender in the Pledge Agreement) are more than 5% and the Loans are secured on the Pledged Property which is an asset of the Group, the entering of the Loan Agreement and the Pledge Agreement by the Borrower is subject to reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

None of the Directors has material interest in the transactions contemplated under the Loan Agreement and the Pledge Agreement and abstained from voting on the Board resolutions to approve the transactions contemplated under the Loan Agreement and the Pledge Agreement.

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THE SGM

An SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, approve, the Transactions contemplated thereunder.

The Independent Board Committee of the Company, comprising all the independent non- executive Directors, namely Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming, has been established to advise the Independent Shareholders in respect of the Transactions. Euto Capital Partners Limited has been appointed as the independent financial adviser to provide advice and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Transactions.

A circular containing, among other things, further particulars of the Transactions, together with the recommendations of the Independent Board Committee, a letter from the Independent Financial Adviser, and a notice convening the SGM are expected to be despatched to the Shareholders on or before 16 September 2020.

DEFINITIONS

The following terms shall have the following meanings ascribed to them respectively in this announcement unless the context otherwise requires:

"associate(s)"

"BE Group"

has the meaning ascribed thereto under the Listing Rules

Beijing Enterprises Group Company Limited（北京控股 集團有限公司）, a company established in the PRC with limited liability, which is a substantial shareholder of the Company

"Board"

the board of Directors from time to time

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"Borrower"

"Business Day"

"Company"

"Conditions Precedent" "connected person(s)" "Director(s)"

"First Drawing Date"

"Group"

"Guarantee Agreement"

Jiangsu Sunan Zhicheng Technology Development Co., Ltd.（江蘇蘇南智城科技發展有限公司）, a company established in the PRC with limited liability and a wholly- owned subsidiary of China Industrial Properties (Holdings) Limited, a company owned as to approximately 72.48% by the Company

a day which is not a Saturday, Sunday (not including Saturday or Sunday on which the staff are required to work for arrangement of leaves under the statutory regulations of the PRC) or statutory public holiday on which the Lenders are open for banking business

Beijing Properties (Holdings) Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the main board of the Stock Exchange (stock code: 925)

the conditions precedent under the Loan Agreement

has the meaning ascribed to it under the Listing Rules

the director(s) of the Company from time to time

the drawdown date on which the Borrower draws the first amount of the Loans, which should be no later than 14 May 2021

the Company and its subsidiaries

the guarantee agreement to be entered into between the Company and the Lenders, the Lead Bank and the Agent Bank, pursuant to which the Company agrees to provide a guarantee in favour of the Lenders as security for the Borrower's obligations under the Loan Agreement

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"Hong Kong"

"Independent Board Committee"

"Independent Financial Adviser"

"Independent Shareholders"

"Independent Third Party(ies)"

"Lead Bank" or "Agent Bank" or "3rd Lender"

"Lenders"

"Listing Rules"

"Loan(s)"

Hong Kong Special Administrative Region of the People's Republic of China

the independent board committee of the Board, comprising all the independent non-executive Directors, namely Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming

Euto Capital Partners Limited

Shareholders other than BE Group and its associate

person(s) or company(ies) who by themselves and together with their respective ultimate beneficial onwers(s) (as the case may be) is(are) independent of and not connected (within the meaning of the Listing Rules) with the Company and its connected persons

Changzhou Xiaoyingqian Branch of Industrial and Commercial Bank of China（中國工商銀行股份有限公司 常州小營前支行）, a company established in the PRC with limited liability

the 1st Lender, the 2nd Lender and the 3rd Lender

the Rules Governing the Listing of Securities on the Stock Exchange

the loan(s) drawn by the Borrower under the Loan Agreement with total principal amounts of up to a maximum amount of RMB1,300,000,000

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"Loan Agreement"

"LPR"

"Pledge Agreement"

"Pledged Property"

"PRC"

"Project"

"RMB" "SGM"

"Share(s)"

"Shareholder(s)"

the fixed asset syndicated loan agreement dated 26 August 2020 and entered into by the Borrower, the Lenders, the Lead Bank and the Agent Bank in relation to the provision of the Loans by the Lenders to the Borrower

the loan market quoted annual interest rate for loans with an above-5-year tenor published by the National Interbank Funding Center from time to time

the pledge agreement to be entered into by the Borrower, the Lenders, the Lead Bank and the Agent Bank in relation to the pledge of the Pledged Property as security for the obligations of the Borrower under the Loan Agreement

the property defined in the paragraph headed "Pledged Agreement" in the announcement

the People's Republic of China, which for the purpose of this announcement, excludes Hong Kong, Macau and Taiwan

the project on the development of industrial properties in Changzhou City, Jiangsu Province, the PRC

Renminbi, the lawful currency of the PRC

the special general meeting of the Company to be convened and held for the purpose of, among others, approving the Transactions

ordinary share(s) of HK$0.10 each in the share capital of the Company

the shareholder(s) of the Company

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"substantial shareholder"

"Stock Exchange"

"Transactions"

"1st Lender"

has the meaning ascribed thereto under the Listing Rules

The Stock Exchange of Hong Kong Limited

the transactions contemplated under the Loan Agreement, including without limitation the Guarantee Agreement and the Pledge Agreement

Beijing Enterprises Group Finance Co., Ltd.（北京控股集 團財務有限公司）, a company established in the PRC with limited liability and is an associate of BE Group

"2nd Lender"Changzhou Branch of Bank of Communications Co., Ltd （交通銀行股份有限公司常州分行）, a company established in the PRC with limited liability

"%"

per cent

By order of the Board

Beijing Properties (Holdings) Limited

Cheng Ching Fu

Company Secretary

Hong Kong, 26 August 2020

In this announcement, the English translation of certain Chinese names, project description and entities is included for information purpose only and should not be regarded as official English translation of such Chinese names, project description and entities.

As at the date of this announcement, Mr. Qian Xu, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Zhang Xudong, Mr. Dong Qilin, Mr. Li Changfeng, Mr. Cheng Ching Fu, Mr. Yu Luning 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.

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