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

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(Incorporated in the Cayman Islands with limited liability)

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

On 17 January 2017, Senxing New Energy and BENE, as co-lessees, entered into the Finance Lease Agreement I with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets I from Senxing New Energy at a total consideration of RMB100,000,000, which were then leased back to Senxing New Energy and BENE for a term of 10 years. The agreed security deposit payable by Senxing New Energy and BENE to BOB Leasing is RMB3,200,000. The ownership of the Leased Assets I under the Finance Lease Agreement I will be vested in BOB Leasing throughout the lease period. At the end of the lease period and subject to payment by Senxing New Energy and BENE of (i) all amounts due under the Finance Lease Agreement I; and (ii) a nominal consideration of RMB100, the ownership of the Leased Assets I will be vested in Senxing New Energy.

On 25 January 2017, Zhongjing New Energy and BENE, as co-lessees, entered into the Finance Lease Agreement II with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets II from Zhongjing New Energy at a total consideration of RMB100,000,000, which were then leased back to Zhongjing New Energy and BENE for a term of 10 years. The agreed security deposit payable by Zhongjing New Energy and BENE to BOB Leasing is RMB3,200,000. The ownership of the Leased Assets II under the Finance Lease Agreement II will be vested in BOB Leasing throughout the lease period. At the end of the lease period and subject to payment by Zhongjing New Energy and BENE of (i) all amounts due under the Finance Lease Agreement II; and (ii) a nominal consideration of RMB100, the ownership of the Leased Assets II will be vested in Zhongjing New Energy.

On 25 January 2017, Zhongxin New Energy and BENE, as co-lessees, entered into the Finance Lease Agreement III with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets III from Zhongxin New Energy at a total consideration of RMB100,000,000, which were then leased back to Zhongxin New Energy and BENE for a term of 10 years. The agreed security deposit payable by Zhongxin New Energy and BENE to BOB Leasing is RMB3,200,000. The ownership of the Leased Assets III under the Finance Lease Agreement III will be vested in BOB Leasing throughout the lease period. At the end of the lease period and subject to payment by Zhongxin New Energy and BENE of

(i) all amounts due under the Finance Lease Agreement III; and (ii) a nominal consideration of RMB100, the ownership of the Leased Assets III will be vested in Zhongxin New Energy.

THE CONSULTANCY AGREEMENTS

On 17 January 2017, BENE entered into the Senxing Consultancy Agreement with BOB Leasing, pursuant to which BENE agreed to engage BOB Leasing for providing certain consultancy services relating to the Leased Assets I, which includes, among others, valuation of assets and supervision on the operation of the Leased Assets I for a period of 10 years, at a total services fee of RMB2,000,000 payable in 10 instalments.

On 25 January 2017, BENE entered into the Zhongjing Consultancy Agreement with BOB Leasing, pursuant to which BENE agreed to engage BOB Leasing for providing certain consultancy services relating to the Leased Assets II, which includes, among others, valuation of assets and supervision on the operation of the Leased Assets II for a period of 10 years, at a total services fee of RMB2,000,000 payable in 10 instalments.

On 25 January 2017, BENE entered into the Zhongxin Consultancy Agreement with BOB Leasing, pursuant to which BENE agreed to engage BOB Leasing for providing certain consultancy services relating to the Leased Assets III, which includes, among others, valuation of assets and supervision on the operation of the Leased Assets III for a period of 10 years, at a total services fee of RMB2,000,000 payable in 10 instalments.

IMPLICATIONS UNDER THE LISTING RULES

As the transactions contemplated under the Finance Lease Agreements and the Consultancy Agreements were entered into with the same party and within a twelve month period, the Finance Lease Agreements and the Consultancy Agreements shall be aggregated in the calculation of the relevant percentage ratios to determine the classification of notifiable transactions for the purpose of 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 Agreements, 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 Agreements, 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 (i) on 17 January 2017, Senxing New Energy and BENE, as co- lessees, entered into the Finance Lease Agreement I with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets I from Senxing New Energy at a total consideration of RMB100,000,000, which were then leased back to Senxing New Energy and BENE for a term of 10 years; (ii) on 25 January 2017, Zhongjing New Energy and BENE, as co-lessees, entered into the Finance Lease Agreement II with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets II from Zhongjing New Energy at a total consideration of RMB100,000,000, which were then leased back to Zhongjing New Energy and BENE for a term of 10 years; and (iii) on 25 January 2017, Zhongxin New Energy and BENE, as co-lessees, entered into the Finance Lease Agreement III with BOB Leasing, as lessor, pursuant to which BOB Leasing purchased the Leased Assets III from Zhongxin New Energy at a total consideration of RMB100,000,000, which were then leased back to Zhongxin New Energy and BENE for a term of 10 years.

THE FINANCE LEASE AGREEMENT I Date

17 January 2017

Parties

Purchaser/Lessor: BOB Leasing

Vendors/Co-lessees: Senxing New Energy; and

BENE.

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

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

Sale and purchase arrangement

Pursuant to the Finance Lease Agreement I, BOB Leasing purchased the Leased Assets I from Senxing New Energy as specified in the Finance Lease Agreement I for a total consideration of RMB100,000,000. The consideration in respect of the sale and purchase of the Leased Assets I was determined after arm's length negotiations between the parties to the Finance Lease Agreement I by reference to the prevailing market price of the Leased Assets I. The payment of the consideration is conditional upon the fulfilment of certain conditions, including, among others, BOB Leasing having received the relevant documentary proof for confirming the ownership of the Leased Assets I; and BOB Leasing having received the relevant documentary proof for confirming that the applicable registration procedures in respect of certain pledges as mentioned in the second paragraph headed "Lease payments" below have been completed. As at the date of this announcement, the payment of the consideration has been satisfied by BOB Leasing.