Beijing Properties : Announcements and Notices - Discloseable Transaction in Relation to Acquisition of La ...

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BEIJING PROPERTIES (HOLDINGS) LIMITED ̏ԯܔண€છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

DISCLOSEABLE TRANSACTION IN RELATION

TO ACQUISITION OF LAND USE RIGHTS IN THE PRC

The Board is pleased to announce that on 29 January 2018, Jiang Su Bo Rui, an indirect wholly-owned subsidiary of the Company, made a successful bid for the land use rights of the Site through open tender auction organized and held by the CPTC. The consideration for the Acquisition is RMB139,850,000.

Since one of the applicable percentage ratios in respect of the Acquisition exceeded 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Accordingly, the Acquisition is subject to the notification and announcement requirements but is not required to be approved by the shareholders of the Company.

DETAILS OF ACQUISITION

On 29 January 2018, Jiang Su Bo Rui, an indirect wholly-owned subsidiary of the Company, made a successful bid for the land use rights of the Site through open tender auction organized and held by the CPTC and entered into the Bid Confirmation with CLRB, pursuant to which the parties to the Bid Confirmation confirmed (among others) (i) that Jiang Su Bo Rui has been awarded the right to acquire the land use right in respect of the Site; and (ii) the Consideration.

The Site is located adjacent to the east side of Qingyang North Road (ڡݱ̏༩؇ਉ), and to the north side of Taihu Lake Road (˄ಳ؇༩̏ਉ). The area of the Site is approximately 133,181 square metres. The Site is allowed for industrial development, with land use right of fifty (50) years.

Jiang Su Bo Rui and CLRB will enter into a formal contract or contracts for the grant of the land use right in respect of the Site within ten (10) working days after the Bid Confirmation is signed (not including the date of signing the Bid Confirmation), and principal terms of such contracts are expected to be same as those set out in the Bid Confirmation and related document(s) for the bid.

Consideration

The Consideration for the Acquisition payable by Jiang Su Bo Rui is RMB139,850,000 (equivalent to approximately HK$172,818,605) which is the bid price submitted by Jiang Su Bo Rui. Jiang Su Bo Rui has paid a total deposit of RMB139,850,000, which will be applied towards settlement of the total Consideration.

The Consideration was determined base upon the transfer price for the transfer of land use right in respect of land fixed and tendered by the CLRB under the land transfer contract.

Principal terms of the Bid Confirmation and related document(s) for the bid

Date:

• 29 January 2018

  Parties:Surety paid in order to become a qualified bidder:

• 1. Jiang Su Bo Rui

• 2. CLRB

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, CPTC, CLRB and its ultimate beneficial owners are independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executives or substantial shareholders or any of their respective associates.

A sum of RMB139,850,000 (equivalent to approximately HK$172,818,605) was deposited with the CPTC as surety, which is refundable if Jiang Su Bo Rui performs its obligations to enter into formal grant contract and performs its payment obligations thereunder.

Land for transfer:

The Site

Term:

Fifty (50) years for industrial purpose

Development costs

The development costs of the Project will be financed by way of internal resources of the Group. The Company considers that the expected expenditure incurred for the development of the Project would not have any material adverse impact on the financial position and business of the Group as a whole.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in investment, development and operation of (i) e-commerce and bonded logistics warehouses; (ii) cold chain logistics warehouses; (iii) specialised wholesale market for the trading and distribution of local agricultural products; (iv) modernized industrial plants; and investment in commercial properties; and (v) primary land development. The Group is active in building up a nationwide logistics network in the PRC. After successfully established the e-commerce and bonded logistics warehouses in Beijing, Tianjin, Shanghai, Chengdu, Xiamen, Haikou, Tongliao and Taicang; the cold chain logistics warehouses in Qingdao and Tianjin; the specialised wholesale market for the trading and distribution of local agricultural products in Quzhou; the industrial network in Taicang, Wuzhong, Jiaxing in Yangtze River Delta region; and primary land development in Cambodia.

Jiang Su Bo Rui is an indirect wholly-owned subsidiary of the Group, its principal business is engaged in industrial property developments.

The Directors consider the Project is a viable investment which is in line with the business strategy of the Group. It will broaden the asset and earnings base of the Group and the Directors (including the independent non-executive directors) is of the view that the Project is in the ordinary and usual course of business of the Group and is on normal, fair and reasonable commercial terms and is beneficial to the Company and the Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

Since one of the applicable percentage ratios in respect of the Acquisition exceeded 5% but is less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Accordingly, the Acquisition is subject to the notification and announcement requirements but is not required to be approved by the shareholders of the Company.

DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context otherwise requires.

"Acquisition"

the Acquisition of the land use rights of the Site by way of auction

"associates"	has the meaning ascribed to it under the Listing Rules
"Bid Confirmation"	the land use right bid confirmation (ϓʹᆽႩࣣ) in respect
of the Site dated 29 January 2018 and entered into between
Jiang Su Bo Rui and the CLRB
"Board"	the board of Directors of the Company
"CLRB"	the Changzhou Land Resources Bureau (੬ψ̹਷ɺ༟๕҅)
"CPTC"	the Changzhou City Public Resources Transaction Centre (੬
ψ̹ʮ΍༟๕ʹ׸ʕː)
"Company"	Beijing Properties (Holdings) Limited, a company
incorporated in Bermuda with limited liability, the shares of
which are listed on the Stock Exchange
"Consideration"	RMB139,850,000, consideration of the Acquisition, being
the price for the transfer of land use right in respect of the
Site under the Bid Confirmation
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Jiang Su Bo Rui"	Ϫᘽ௹ြ౽ήໄุϞࠢʮ̡(Jiang Su Bo Rui Real Estate
Co., Ltd.*), a limited liability company established in the
PRC and is an indirect wholly-owned subsidiary of the
Company
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
Exchange
"PRC"	the People's Republic of China
"Project"	the industrial development project to be developed by Jiang
Su Bo Rui on the Site
"RMB"	Renminbi, the lawful currency of the PRC

"Site"	a piece of land adjacent to the east side of Qingyang North
Road (ڡݱ̏༩؇ਉ), and to the north side of Taihu Lake
Road ( ˄ಳ؇༩̏ਉ ) withe a site area of approximately
133,181 square metres
"Stock Exchange"	the Stock Exchange of Hong Kong Limited
"%"	per cent
Hong Kong, 29 January 2018

By order of the Board

Beijing Properties (Holdings) Limited

Cheng Ching Fu

Company Secretary

In this announcement, figures in Renminbi are translated into Hong Kong dollars at the approximate exchange rate of RMB0.80923 to HK$1.0000, for the illustration purpose only. In addition, all the English translation of certain Chinese names, address and words in this announcement is included for information only and should not be regarded as the official English translation of such Chinese names, address of words.

As at the date of this announcement, Mr. Qian Xu, Mr. Hu Yebi, Mr. Li Shuping, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Dong Qilin, Mr. Li Changfeng, Mr. Cheng Ching Fu, Mr. Yu Luning and Mr. Ang Renyi are the executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Xie Ming are the independent non-executive Directors.

*

For identification purpose only