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.

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

DISCLOSEABLE TRANSACTION IN RELATION TO

SUBSCRIPTION AND PURCHASES OF NOTES

SUBSCRIPTION

On 7 May 2021, the Company received a confirmation that the Notes in the principal amount of US$8,969,220 was allocated to the order placed by it through BOCOM International Securities (acting as the Company's agent). The Subscription is part of an offering of the Notes in the aggregate principal amount of US$800,000,000 to be issued by the Issuer.

PURCHASES

On 7 May 2021, the Company purchased the Notes in the principal amount of US$9,992,650 at the purchase price of US$99.88 and US$99.973 on over-the-counter market through BOCOM International Securities (acting as the Company's agent). On the same day, Preferred Investment purchased the Notes in the principal amount of US$21,071,400 at the purchase price of US$100.34 on over-the-counter market through BOCOM International Securities (acting as Preferred Investment's agent).

LISTING RULES IMPLICATIONS

As the Subscription and the Purchases were made within a twelve-month period, they shall be aggregated as a series of transactions for the Company pursuant to Rule

14.22 of the Listing Rules. As the highest applicable percentage ratio in relation to the Subscription and the Purchases, on an aggregated basis, is less than 25% but more than 5%, the Subscription and the Purchases constitute a discloseable transaction for the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

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SUBSCRIPTION

On 7 May 2021, the Company received a confirmation that the Notes in the principal amount of US$8,969,220 was allocated to the order placed by it through BOCOM International Securities (acting as the Company's agent). The Subscription is part of an offering of the Notes in the aggregate principal amount of US$800,000,000 to be issued by the Issuer. Internal resources of the Group will be used to fund the Subscription.

PRINCIPAL TERMS OF THE SUBSCRIPTION AND THE NOTES

The principal terms of the Subscription and the Notes are set out as follows:

Issuer

:

ENN Clean Energy International Investment Limited, a

company incorporated in the British Virgin Islands with

limited liability

Issue price

:

99.658% of the principal amount of the Notes

Issue date

:

12 May 2021

Total issue size

:

US$800,000,000

Principal amount of

:

US$8,969,220

Subscription

Interest rate and

:

The Notes will bear interest at a rate of 3.375% per

payment

annum, payable semi-annually in arrears on 12 May and

12 November of each year commencing on 12 November

2021.

Maturity date

:

12 May 2026

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Ranking of the Notes

:

The Notes are:

- general obligations of the Issuer;

- senior in right of payment to any existing and future

obligations of the Issuer expressly subordinated in

right of payment to the Notes;

- at least pari passu in right of payment with all other

unsecured, unsubordinated indebtedness of the Issuer

(subject to any priority rights of such unsecured,

unsubordinated indebtedness pursuant to applicable

law);

- guaranteed by the Parent Guarantor on a senior basis,

subject to the limitations specified under the terms and

conditions of the Notes;

- effectively subordinated to all existing and future

obligations of the Restricted Subsidiaries (other than

the Issuer) and the Unrestricted Subsidiaries; and

- effectively subordinated to the existing and future

secured obligations (if any) of the Issuer and the

Parent Guarantor, to the extent of the value of the

assets securing such obligations.

Parent Guarantee

:

The Parent Guarantor has unconditionally and irrevocably

guaranteed the due and punctual payment of the principal

of, premium, if any, and interest on, and all other amounts

payable under the Notes.

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Ranking of Parent

:

The Parent Guarantee is:

Guarantee

- a general obligation of the Parent Guarantor;

- senior in right of payment to all existing and future

obligations of the Parent Guarantor expressly

subordinated in right of payment to the Parent

Guarantee;

- effectively subordinated to the existing and future

obligations (if any) of the Parent Guarantor, to

the extent of the value of the assets securing such

obligations;

- at least pari passu in right of payment with all other

unsecured, unsubordinated indebtedness of the Parent

Guarantor (subject to any priority rights of such

unsecured, unsubordinated indebtedness pursuant to

applicable law); and

- effectively subordinated to all existing and future

obligations of any Restricted Subsidiary and any

Unrestricted Subsidiary.

Redemption

:

On or after 12 May 2024, the Issuer may at its option

redeem the Notes, in whole or in part. Subject to certain

exceptions as specified under the terms and conditions of

the Notes, the Notes may also be redeemed, at the option

of the Issuer or an Issuer Surviving Person (in whole

but not in part) for taxation reasons. Further, upon the

occurrence of any change of control triggering event or

non-registration of the Parent Guarantee with the Hebei

branch of the SAFE within the time specified under the

terms and conditions of the Notes, the Issuer and the

Parent Guarantor will be required to make an offer to

purchase all outstanding Notes.

Listing

:

Application will be made to the Stock Exchange for the

listing of and permission to deal in the Notes, by way of

debt issues to professional investors only.

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PURCHASES

On May 7 2021, the Company purchased the Notes in the principal amount of US$9,992,650 at the purchase price of US$99.88 and US$99.973 on over-the-counter market through BOCOM International Securities (acting as the Company's agent). On the same day, Preferred Investment purchased the Notes in the principal amount of US$21,071,400 at the purchase price of US$100.34 on over-the-counter market through BOCOM International Securities (acting as Preferred Investment's agent). Internal resources of the Group will be used to fund the Purchases.

INFORMATION OF THE COMPANY AND THE GROUP

The principal activity of the Company is investment holding. The Group is principally engaged in securities brokerage, margin financing, corporate finance and underwriting, investment and loans and asset management and advisory businesses. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures, advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.

INFORMATION OF THE ISSUER AND PARENT GUARANTOR

The Issuer is a company incorporated in the British Virgin Islands with limited liability on 22 August 2018. The Issuer's primary purpose is to act as one of the Parent Guarantor's financing subsidiaries to issue and hold the Notes. The Parent Guarantor is a company established in the People's Republic of China with limited liability and is listed on the Shanghai Stock Exchange (stock code: 600803). The Parent Guarantor is principally engaged in (i) natural gas retail business, (ii) integrated energy business, (iii) natural gas wholesale, (iv) natural gas direct sales, (v) extended business, (vi) construction and installation, and (vii) energy production business.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Issuer, the Parent Guarantor and its ultimate beneficial owners are third parties independent from the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND PURCHASES

The Subscription and the Purchases will provide the Group with long-term investment opportunity which enables the Group to enhance its income stream as well as providing a stable investment return while utilising its capital resources with commensurate risk.

Having considered the terms of the Subscription and the Purchases, the Directors consider that the terms of the Subscription and the Purchases are fair and reasonable and on normal commercial terms, and the Subscription and the Purchases are in the ordinary course of business of the Group and in the interests of the Company and its Shareholders as a whole.

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BOCOM International Holdings Co. Ltd. published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 08:08:07 UTC.