Beijing Enterprises Clean Energy : EXEMPTED CONNECTED TRANSACTION ACQUISITION OF ADDITIONAL 20.21% EQUITY INTEREST IN BEIJING ENTERPRISES WIND POWER GENERATION COMPANY LIMITED*

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)

EXEMPTED CONNECTED TRANSACTION

ACQUISITION OF ADDITIONAL 20.21% EQUITY INTEREST IN

BEIJING ENTERPRISES WIND POWER GENERATION

COMPANY LIMITED*

THE TARGET EQUITY TRANSFER AGREEMENTS

On 14 May 2021, the Purchaser (an indirect non-wholly owned subsidiary of the Company) and Great First entered into the Great First Target Equity Transfer Agreement, pursuant to which the Purchaser agreed to acquire, and Great First agreed to dispose of, approximately 8.33% equity interest in the Target Company.

On 14 May 2021, the Purchaser also entered into a Target Equity Transfer Agreement with each of Ningbo Junyuan and Super Bright respectively, pursuant to which the Purchaser agreed to acquire, and Ningbo Junyuan and Super Bright agreed to dispose of, an aggregate of approximately 11.88% equity interest in the Target Company.

As at the date of this announcement, the Purchaser holds approximately 75.55% equity interest in the Target Company and the Target Company is a non-wholly owned subsidiary of the Company. Upon completion of the Target Equity Transfers, the Purchaser will hold an aggregate of approximately 95.76% equity interest in the Target Company. The Target Company will continue to be a non-wholly owned subsidiary of the Company and its financial results will continue to be consolidated into the financial results of the Group.

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IMPLICATION UNDER THE LISTING RULES

Mr. Hu, an executive Director of the Company, is a connected person of the Company. As Mr. Hu ultimately owns the entire issued share capital of Great First, Great First is an associate of a connected person of the Company. Accordingly, the entering into of the Great First Target Equity Transfer Agreement with Great First and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. As certain applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Great First Target Equity Transfer exceed 0.1% but all of them are less than 5%, the entering into of the Great First Target Equity Transfer Agreement with Great First is subject to the reporting and announcement requirements but is exempted from the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

As all of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Great First Target Equity Transfer, when aggregated with the Target Equity Transfers by Ningbo Junyuan and Super Bright, are less than 5%, the entering into of the Target Equity Transfer Agreements with such Existing Shareholders does not constitute a notifiable transaction under Chapter 14 of the Listing Rules.

THE TARGET EQUITY TRANSFER AGREEMENTS

On 14 May 2021, the Purchaser (an indirect non-wholly owned subsidiary of the Company) and Great First entered into the Great First Target Equity Transfer Agreement, pursuant to which the Purchaser agreed to acquire, and Great First agreed to dispose of, approximately 8.33% equity interest in the Target Company.

On 14 May 2021, the Purchaser also entered into a Target Equity Transfer Agreement with each of Ningbo Junyuan and Super Bright respectively, pursuant to which the Purchaser agreed to acquire, and Ningbo Junyuan and Super Bright agreed to dispose of, an aggregate of approximately 11.88% equity interest in the Target Company.

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The principal terms of the Target Equity Transfer Agreements are as follows:

Subject matter

The Purchaser agreed to acquire, and the Existing Shareholders agreed to dispose of, an aggregate of approximately 20.21% equity interest in the Target Company pursuant to the terms of the Target Equity Transfer Agreements.

Consideration

Details of the consideration payable by the Purchaser for the respective Target Equity Transfers (the "Consideration") are as follows:

	Equity
	interest of
	the Target
	Company
	being
	transferred
	(approximate	Consideration
Name of the Existing Shareholders	%)		(in RMB)
Great First	8.33	33,222,712
Ningbo Junyuan	4.17	16,758,900
Super Bright	7.71		30,761,826
Total	20.21	80,743,438

The Consideration shall be settled by payment in cash within three business days from the date of the respective Target Equity Transfer Agreements.

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The Consideration was determined after arm's length negotiations between the Purchaser and each of the Existing Shareholders with reference to, among others, (i) the appraised fair value of the Target Company as at 31 December 2020 of approximately RMB408 million, based on the valuation report prepared by an independent valuer under the market approach in accordance with the International Valuation Standard; and (ii) the financial condition and the future prospects of the Target Company.

The Group intends to fund the Consideration by using its internal financial resources and/or bank borrowings of the Group.

Registered capital of the Target Company

The registered capital (the "Registered Capital") of the Target Company was RMB720 million, out of which approximately RMB288.06 million has been paid up and approximately RMB431.94 million has not been paid up as at the date of this announcement. The Registered Capital was determined after arm's length negotiations among shareholders of the Target Company (including the Purchaser) in 2017 with reference to the funding requirement of the wind power-related projects to be invested by the Target Company.

Total capital commitment of the Purchaser

Upon completion of the Target Equity Transfers, the Purchaser's total capital commitment to the Registered Capital will be approximately RMB689.50 million, representing (i) an amount of approximately RMB544 million pro rata to its approximately 75.55% equity interest in the Target Company (out of which approximately RMB217.60 million has been paid up and approximately RMB326.40 million has not been paid up) as at the date of this announcement; and (ii) an amount of approximately RMB145.50 million pro rata to its additional approximately 20.21% equity interest in the Target Company (out of which approximately RMB58.26 million has been paid up and approximately RMB87.24 million has not been paid up as at the date of this announcement) upon completion of the Target Equity Transfers.

According to the articles of association of the Target Company, the outstanding Registered Capital shall be paid up on or before 7 August 2047 in cash. The Group intends to fund its capital commitment in the Target Company by using its internal financial resources and/or bank borrowings of the Group.

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Completion of the Target Equity Transfers

Completion of each of the Target Equity Transfers will take place upon signing of the Target Equity Transfer Agreements and payment of the Consideration.

As at the date of this announcement, the Purchaser holds approximately 75.55% equity interest in the Target Company and the Target Company is a non-wholly owned subsidiary of the Company. Upon completion of the Target Equity Transfers, it is expected that the Purchaser will hold an aggregate of approximately 95.76% equity interest in the Target Company. The Target Company will continue to be a non-wholly owned subsidiary of the Company and its financial results will continue to be consolidated into the financial results of the Group.

INFORMATION ON THE COMPANY AND THE GROUP

The principal activity of the Company is investment holding. The Group is principally engaged in the investment, development, construction, operation and management of photovoltaic power businesses, wind power businesses and clean heat supply businesses in the PRC.

INFORMATION ON THE PARTIES

The Purchaser

The Purchaser is a general partnership established in the PRC which is held as to 81% interest and 19% interest, respectively, by Tianjin Fuhua and Tianjin Fuyi, both of which are non-wholly owned subsidiaries of the Company. As at the date of this announcement, the Purchaser is an indirect non-wholly owned subsidiary of the Company.

The Purchaser is principally engaged in the development, construction and operation of clean energy and wind power businesses; the provision of clean energy and wind power-related technology development and technical services; and the provision of business management services.

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