Beijing Enterprises Clean Energy : (1) DISCLOSEABLE TRANSACTION IN RELATION TO THE PROVISION OF FINANCIAL ASSISTANCE; AND (2) DISCLOSEABLE TRANSACTION IN RELATION TO THE GRANT OF THE OPTION (in PDF)

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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01250)

1. DISCLOSEABLE TRANSACTION IN RELATION TO THE PROVISION OF FINANCIAL ASSISTANCE; AND
2. DISCLOSEABLE TRANSACTION IN RELATION TO THE GRANT OF THE OPTION

THE GUARANTEE

On 10 August 2017, the Subsidiary and Jolywood as guarantors entered into the Guarantee Agreements with Huarong Trust, pursuant to which each of the Subsidiary and Jolywood agrees to provide the Guarantee.

THE OPTION

On 10 August 2017, the Subsidiary and Jolywood as the holders of the subordinated units of the Trust Scheme, and Bank of Dalian as the holder of the preferred units of the Trust Scheme entered into the Option Agreement with respect to the Option at a maximum consideration of RMB716,895,600 in the proportion of 40:60 as between the Subsidiary and Jolywood. The Option is exercisable on any date falling on the third anniversary of the date of establishment of the Trust Scheme.

IMPLICATIONS UNDER THE LISTING RULES The Guarantee

As certain applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the provision of the Guarantee by the Subsidiary are more than 5% but all of them are below 25%, the provision of the Guarantee by the Subsidiary constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The provision of the Guarantee by the Subsidiary constitutes an advance to an entity under Rule 13.13 of the Listing Rules and exceeds 8% under the assets ratio as defined under Rule

14.07 of the Listing Rules. The provision of the Guarantee by the Subsidiary is therefore subject to the general disclosure obligation under Rule 13.15 of the Listing Rules.

The Option

As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the grant of the Option by the Subsidiary is more than 5% but all of them are below 25%, the grant of the Option by the Subsidiary constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

THE TRUST SCHEME The Subscription

On 10 August 2017, Huarong Trust as trustee and the Subsidiary entered into the Trust Scheme Agreement, pursuant to which the Subsidiary agrees to subscribe subordinated units in the amount of RMB6,340,100 under the Trust Scheme. The Group intends to fund the Subscription from its internal financial resources.

The principle terms of the Trust Scheme are set out below.

Trust units There are preferred units in the amount of RMB776,624,800 and subordinated units in the amount of RMB15,849,700 to be issued under the Trust Scheme. The preferred units have priority over the subordinated units in the event of liquidation of the Trust Scheme.

Holders of the subordinated units are entitled to the residual interest of the Trust Scheme at the end of the term of the Trust Scheme.

Term The term of the preferred units is 15 years.

The term of the subordinated units is 15.5 years, upon the expiry of which the Trust Scheme will be liquidated.

Use of proceeds The proceeds raised from the issue of the preferred units and the subordinated units under the Trust Scheme shall be used for the purpose of providing the Loans to the Borrowers. The Borrowers intend to apply the proceeds of the Loans for the purposes of investing in the distributed photovoltaic power projects. On 4 August 2017, Huarong Trust and the Borrowers entered into the Loan Agreements pursuant to which Huarong Trust agrees to provide the Loans to the Borrowers. The drawdown of the Loans by the Borrowers is conditional upon the fulfilment of certain conditions, including, among others, the signing of the Guarantee Agreements.

The Guarantee

On 10 August 2017, the Subsidiary and Jolywood as guarantors entered into the Guarantee Agreements with Huarong Trust, pursuant to which each of the Subsidiary and Jolywood agrees to provide the Guarantee.

To apportion the liabilities as between themselves, the Subsidiary and Jolywood have further agreed that:

1. if Huarong Trust pursues against the Subsidiary under the Guarantee, the Subsidiary is entitled to seek indemnification from Jolywood for 60% of the amount claimed by Huarong Trust in cash; or

2. if Huarong Trust pursues against Jolywood under the Guarantee, Jolywood is entitled to seek indemnification from the Subsidiary for 40% of the amount claimed by Huarong Trust in cash.

The Subsidiary's obligations under the relevant Guarantee Agreement are guaranteed by the Company and the Subsidiary Guarantor.

As at the date of this announcement, the common sole shareholder of three of the Borrowers holds a 15% equity interest in the Subsidiary; and each of the three ultimate shareholders of such common sole shareholder, who is also the substantial shareholder of the Subsidiary, is a director of certain insignificant subsidiaries (as defined in Rule 14A.09 of the Listing Rules) of the Group. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the other Borrowers and their respective ultimate beneficial owners are independent of the Company and its connected persons as at the date of this announcement.

The Option

On 10 August 2017, the Subsidiary and Jolywood as the holders of the subordinated units of the Trust Scheme, and Bank of Dalian as the holder of the preferred units of the Trust Scheme entered into the Option Agreement with respect to the Option at a maximum consideration of RMB716,895,600 in the proportion of 40:60 as between the Subsidiary and Jolywood. The Option is exercisable on any date falling on the third anniversary of the date of establishment of the Trust Scheme.