Beijing Enterprises Clean Energy : SHARE TRANSACTION ISSUE OF SHARES UNDER GENERAL MANDATE AND ACQUISITION OF THE SALE SHARES AND THE SALE LOAN (in PDF)

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01250) SHARE TRANSACTION ISSUE OF SHARES UNDER GENERAL MANDATE AND ACQUISITION OF THE SALE SHARES AND THE SALE LOAN THE ACQUISITION

On 5 September 2017, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Vendors in relation to the Acquisition.

IMPLICATIONS UNDER THE LISTING RULES

As all the application percentage ratios in respect of the Acquisition are less than 5% and the consideration will be satisfied by the allotment and issue of the Consideration Shares, the Acquisition constitutes a share transaction under Chapter 14 of the Listing Rules.

The Consideration Shares will be issued under the general mandate granted by the Shareholders to the Directors at the annual general meeting held by the Company on 31 May 2017. The issue of the Consideration Shares under the general mandate is not subject to the approval of the Shareholders.

As the Completion is subject to the satisfaction and/or waiver, where applicable, of the conditions precedent set out in the Agreement, the Acquisition may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares of the Company. THE ACQUISITION

On 5 September 2017, the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Vendors in relation to the Acquisition. The principal terms of the Agreement are set out below.

Subject matter

1. the Sale Shares, representing the entire issued share capital in the Target Company; and

2. the Sale Loan.

Consideration

HK$174,800,000 in aggregate for the Sale Shares and the Sale Loan, which will be settled by the allotment and issue of the Consideration Shares at the Completion at the Issue Price credited as fully paid.

The consideration was determined after arm's length negotiations between the Vendors and the Purchaser with reference to (i) the market value of similar properties in nearby location of the Property; and (ii) the principal amount of the Sale Loan. The Directors consider that the consideration is fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The Consideration Shares

The Consideration Shares represent approximately (i) 1.75% of the issued share capital of the Company as at the date of this announcement; and (ii) 1.72% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares.

Application for listing

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares. The Consideration Shares will rank pari passu in all respects with the Shares in issue at the date of issue including in respect of all dividends and distributions declared, made or paid on or after such date of issue.

The Issue Price

The Issue Price of the Consideration Shares represents:

1. a discount of approximately 16.5% to the closing price of HK$0.218 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a discount of approximately 9.5% to the average of the closing prices of approximately HK$0.201 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and

3. a discount of approximately 9.0% to the average of the closing prices of approximately HK$0.200 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

General Mandate

The Consideration Shares will be issued under the general mandate granted by the Shareholders to the Directors at the annual general meeting held by the Company on 31 May 2017, which authorised the Directors to issue up to 10,860,984,834 Shares (representing 20% of the number of issued Shares on that date). As at the date of this announcement, no Shares have been issued under the general mandate. The issue of the Consideration Shares under the general mandate is not subject to the approval of the Shareholders.

Conditions precedent

The Completion will take place on the Completion Date. The Completion is conditional upon:

1. completion of satisfactory due diligence on the Target Company by the Purchaser;

2. the Vendors proving and giving good title (including but not limited to the discharge of the related mortgage) to the Property and the Carparks;

3. completion of the sale of the Disposed Property by the Target Company, the novation of an existing tenancy agreement in connection with the Disposed Property and the discharge of all existing liabilities (if any) in connection with the Disposed Property by the Vendors;

4. the Listing Committee of the Stock Exchange the listing of, and permission to deal in, the Consideration Shares on the Stock Exchange; and

5. all the representations, undertakings and warranties given by the Vendors under the Agreement are and shall remain true, accurate, correct and complete and not misleading in all respects up to the Completion.

If any of the foregoing conditions is not fulfilled (or waived by the Purchaser except that condition (iv) cannot be waived) on or before 30 Business Days (as defined in the Agreement) from the date of the Agreement, the Purchaser shall be entitled to terminate the Agreement.