Beijing Enterprises Clean Energy : DISCLOSEABLE TRANSACTION FINANCE LEASE ARRANGEMENT (in PDF)

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01250) DISCLOSEABLE TRANSACTION FINANCE LEASE ARRANGEMENT THE FINANCE LEASE ARRANGEMENT

On 25 January 2017, Weishan Zhongcheng and BENE, as co-lessees, entered into the Finance Lease Agreement with ICBC Leasing, as lessor, pursuant to which ICBC Leasing purchased the Leased Assets from Weishan Zhongcheng and BENE at a total consideration of RMB280,000,000, which were then leased back to Weishan Zhongcheng and BENE for a term of 10 years. The ownership of the Leased Assets under the Finance Lease Agreement will be vested in ICBC Leasing throughout the lease period. At the end of the lease period and subject to payment by Weishan Zhongcheng and BENE of (i) all amounts due under the Finance Lease Agreement; and (ii) a nominal consideration of RMB1, the ownership of the Leased Assets will be vested in Weishan Zhongcheng and BENE.

THE CONSULTANCY AGREEMENTS

On 25 January 2017, Weishan Zhongcheng entered into the Consultancy Agreement I with ICBC Leasing, pursuant to which Weishan Zhongcheng agreed to engage ICBC Leasing for providing certain consultancy services relating to the Leased Assets, which includes, among others, valuation of assets and supervision on the operation of the Leased Assets for a period of 10 years, at a total services fee of RMB2,226,000 payable by Weishan Zhongcheng to ICBC Leasing within 10 days upon signing of the Consultancy Agreement I.

On 25 January 2017, Weishan Zhongcheng entered into the Consultancy Agreement II with ICBC Leasing, pursuant to which Weishan Zhongcheng agreed to engage ICBC Leasing for providing certain consultancy services relating to the finance lease arrangement, which includes, among others, the financial and tax consultation services for the period from the signing of the Consultancy Agreement II to 30 March 2017, at a total services fee of RMB2,226,000 payable by Weishan Zhongcheng to ICBC Leasing within 10 days upon signing of the Consultancy Agreement II.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable ratios set out in Rule 14.07 of the Listing Rules in respect of the Finance Lease Agreement, the Consultancy Agreements and the transactions contemplated therein are more than 5% and all of which are below 25%, the entering into of the Finance Lease Agreement, the Consultancy Agreements and the transactions contemplated therein constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

The Company announces that on 25 January 2017, Weishan Zhongcheng and BENE, as co- lessees, entered into the Finance Lease Agreement with ICBC Leasing, as lessor, pursuant to which ICBC Leasing purchased the Leased Assets from Weishan Zhongcheng and BENE at a total consideration of RMB280,000,000, which were then leased back to Weishan Zhongcheng and BENE for a term of 10 years.

THE FINANCE LEASE AGREEMENT Date

25 January 2017

Parties

Purchaser/Lessor: ICBC Leasing

Vendors/Co-lessees: Weishan Zhongcheng; and BENE.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, ICBC Leasing and its ultimate beneficial owners are independent of the Company and the Connected Persons of the Company.

The Finance Lease Agreement comprised of (i) the sale and purchase of the Leased Assets; and (ii) the lease back of the Leased Assets to Weishan Zhongcheng and BENE, details of which are discussed below.

Sale and purchase arrangement

Pursuant to the Finance Lease Agreement, ICBC Leasing purchased the Leased Assets from Weishan Zhongcheng and BENE as specified in the Finance Lease Agreement for a total consideration of RMB280,000,000. The consideration in respect of the sale and purchase of the Leased Assets was determined after arm's length negotiations between the parties to the Finance Lease Agreement by reference to the prevailing market price of the Leased Assets.

The payment of the consideration is conditional upon the fulfilment of certain conditions, including, among others, ICBC Leasing having received from Weishan Zhongcheng and BENE all relevant due diligence documents as set out in the Finance Lease Agreement including, among others, the relevant documentary proof for confirming the ownership of the Leased Assets; and ICBC Leasing having received the relevant documentary proof for confirming that the applicable registration procedures in respect of the pledges as mentioned in the second paragraph headed "Lease payments" below have been completed.

All of the conditions for payment under the Finance Lease Agreement are capable of being waived by ICBC Leasing. As at the date of this announcement, the payment of the consideration has not been satisfied by ICBC Leasing.

Lease back arrangement

Pursuant to the Finance Lease Agreement, ICBC Leasing agreed to lease the Leased Assets back to Weishan Zhongcheng and BENE for a term of 10 years. The commencement date of the finance lease period of the Leased Assets shall be notified by ICBC Leasing in writing.

Lease payments

Pursuant to the Finance Lease Agreement, the estimated aggregate lease payments payable by Weishan Zhongcheng and BENE to ICBC Leasing shall be RMB357,836,962, being the principal lease cost of RMB280,000,000 plus the estimated aggregate interest of RMB77,836,962, which shall be payable in 40 quarterly instalments. The interest is calculated at a floating rate and shall be adjusted with reference to the benchmark interest rate for RMB loans with a maturity of above 5 years as promulgated by the People's Bank of China from time to time plus a discount.

The obligations of Weishan Zhongcheng and BENE under the Finance Lease Agreement and the Consultancy Agreements will be secured by, among others, (a) a pledge of the 100% equity interest in Weishan Zhongcheng; (b) a corporate guarantee from the Company; and (c) a pledge on the electricity bill receivables by Weishan Zhongcheng.

Ownership of the Leased Assets

The ownership of the Leased Assets under the Finance Lease Agreement will be vested in ICBC Leasing throughout the lease period. At the end of the lease period and subject to payment by Weishan Zhongcheng and BENE of (i) all amounts due under the Finance Lease Agreement; and (ii) a nominal consideration of RMB1, the ownership of the Leased Assets will be vested in Weishan Zhongcheng and BENE.