Beijing North Star : CONNECTED TRANSACTION IN RELATION TO ENTERING INTO GENERAL CONSTRUCTION CONTRACT

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.

CONNECTED TRANSACTION IN RELATION TO

ENTERING INTO GENERAL CONSTRUCTION CONTRACT

On 5 September 2019, Chengdu North Star, a subsidiary of the Company (as the principal) entered into the General Construction Contract with CCSEB First Company (as the contractor) in respect of the construction of Chengdu Project, pursuant to which CCSEB First Company agreed to undertake the construction of Chengdu Project, be responsible for the civil works, installation and construction, water supply and drainage, fire protection, electrical engineering and other works under Chengdu Project.

IMPLICATIONS UNDER THE LISTING RULES

CCSEB First Company is a wholly-owned subsidiary of CCSEB and CCSEB is a substantial shareholder of a subsidiary of the Company. Therefore, CCSEB is a connected person at subsidiary level of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions under the General Construction Contract constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceed 1% but are less than 5%, the transactions under the General Construction Contract are subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders' approval requirements under Rule 14A.76 of the Listing Rules.

- 1 -

1. GENERAL CONSTRUCTION CONTRACT

On 5 September 2019, Chengdu North Star, a subsidiary of the Company, entered into the General Construction Contract with CCSEB First Company in respect of the construction of Chengdu Project. The main terms of the General Construction Contract are summarised as follows:

Date:	5 September 2019
Parties:	(i) Chengdu North Star, as the principal
	(ii) CCSEB First Company, as the contractor
Project scope:	Pursuant to the requirements under the General
	Construction Contract, CCSEB First Company
	is responsible for the civil works, installation
	and construction, water supply and drainage, fire
	protection, electrical engineering and other works
	under Chengdu Project, with a GFA of 227,071.87
	square meters.
Contract period:	579 days
Construction contract	The Group invited public tender for the construction
price:	works under the General Construction Contract, and
	selected CCSEB First Company as the tender winner
	after conducting relevant evaluation procedures and
	taking consideration of various factors, including
	technical experience, professional qualifications,
	business reputation, project management abilities of
	all the tenderers, total expenses and other relevant
	factors.
	T h e t o t a l c o n t r a c t p r i c e u n d e r t h e G e n e r a l
	Construction Contract was RMB466,276,290.37,
	which was determined on arm's length basis after
	considering (i) all services required by Chengdu
	North Star in respect of Chengdu Project and (ii)
	relevant design, procurement and prevailing market
	conditions of each construction project. The Board
	is of the view that the total contract price is fair and
	reasonable.
	The total contract price will be funded by internal
	resources of the Group.

- 2 -

Payment terms:	The total contract price shall be payable on a
	monthly basis based on construction progress.
	However, after the construction project is completed,
	accepted and settled, the payment made by Chengdu
	North Star to CCSEB First Company shall not
	exceed 97% of the total settlement amount, and the
	remaining 3%, as the quality guarantee deposit, shall
	be paid upon expiry of the defect liability period.

1. REASONS FOR AND BENEFITS OF ENTERING INTO OF THE GENERAL CONSTRUCTION CONTRACT
   It is within the normal business course of the Group to advance the construction of Chengdu Project and develop properties on the Chengdu Land Lot. As a wholly- owned subsidiary of China State Construction Engineering Corporation Ltd. (one of the top 500 enterprises in the world), CCSEB First Company possesses special- grade qualification as general contractor for construction of housing projects issued by the Ministry of Housing and Urban-Rural Development of the People's Republic of China. After due and careful consideration and comprehensive evaluation of the tenderers in terms of project quotation, qualification, experience and project quality, the Group selected CCSEB First Company as the general contractor of Chengdu Project in accordance with relevant laws. The Group is of the view that, entering into of the General Construction Contract is vital to the advancement of Chengdu Project and enables the Company to benefit from the development of its major business.
   Directors, including independent non-executive Directors, have confirmed that the terms of the General Construction Contract are fair and reasonable, and the transactions thereunder are on normal commercial terms or better in the ordinary and usual course of business of the Group, and in the interests of the Company and its shareholders as a whole. No Director has any material interest in the transactions contemplated under the General Construction Contract.
2. IMPLICATIONS UNDER THE LISTING RULES
   CCSEB First Company is a wholly-owned subsidiary of CCSEB and CCSEB is a substantial shareholder of a subsidiary of the Company. Therefore, CCSEB is a connected person at subsidiary level of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions under the General Construction Contract constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceed 1% but are less than 5%, the transactions under the General Construction Contract are subject to the reporting and announcement requirements but exempt from the circular, independent financial advice and shareholders' approval requirements under Rule 14A.76 of the Listing Rules.

- 3 -

1. GENERAL INFORMATION
   The Company is principally engaged in development properties and investment properties (including hotels). Chengdu North Star is principally engaged in the development of properties in Chengdu, the PRC.
   CCSEB First Company is principally engaged in businesses such as fabrication of steel structure, steel template, steel plate, metal movable house and fabrication of concrete components; contracting of various general industrial and civil engineering construction and installation; undertaking municipal engineering, decoration engineering; elevator installation; metal doors and windows and radiators; technical consulting; general contracting, construction, installation, technical consulting and project management of overseas construction and civil engineering.
2. DEFINITIONS

"Board"	the board of Directors of the Company;
"CCSEB"	China Construction Second Engineering Bureau Ltd., a
	company incorporated in the PRC, which is principally
	engaged in businesses such as general contracting
	of housing construction, infrastructure, industrial
	installation, and engineering design;
"CCSEB First	CCSEB First Construction Engineering Co., Ltd. ( 中 建
Company"	二局第一建築工程有限公司), a company established
	in the PRC and a wholly-owned subsidiary of CCSEB;
"Chengdu Land Lot"	the land lot 2018-B-017 located at Xiehe Sub-district,
	Shuangliu District, Chengdu City, Sichuan Province;
"Chengdu North Star"	Chengdu North Star Tianchen Properties Co., Ltd. ( 成
	都 北 辰 天 辰 置 業 有 限 公 司), a subsidiary of the
	Company;
"Chengdu Project"	the construction and installation works on Chengdu
	Land Lot;
"Company"	Beijing North Star Company Limited ( 北 京 北 辰
	實 業 股 份 有 限 公 司), a sino-foreign joint venture
	joint stock limited company incorporated in the PRC,
	whose A shares and H shares are listed and traded on
	the Shanghai Stock Exchange and the Stock Exchange
	respectively;

- 4 -

"connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the directors of the Company;
"General Construction	the general contraction contract on construction and
Contract"	installation works entered into between Chengdu
	North Star (as principal) and CCSEB First Company
	(as contractor) in respect of Chengdu Project on 5
	September 2019, the details of which are set out in
	the section "General Construction Contract" in this
	announcement;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"PRC"	the People's Republic of China, which for the purpose
	of this announcement excludes Hong Kong, the Macau
	Special Administrative Region and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"%"	Percentage.
	By order of the Board
	BEIJING NORTH STAR COMPANY LIMITED
	GUO Chuan
	Executive Director and Company Secretary

Beijing, the PRC, 5 September 2019

As at the date of this announcement, the Board comprises nine directors, of whom six are executive directors, namely, Mr. HE Jiang-Chuan, Mr. LI Wei-Dong, Ms. LI Yun, Mr. CHEN De-Qi, Ms. ZHANG Wen-Lei and Mr. GUO Chuan and three are independent non-executive directors, namely, Mr. FU Yiu-Man, Mr. DONG An-Sheng and Mr. WU Ge.

Should there be any differences between the Chinese and English versions of this announcement, the Chinese version shall prevail.

- 5 -