Announcements and Notices - Discloseable Transaction: Subscription for Shares and Sub ...

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BEIJING PROPERTIES (HOLDINGS) LIMITED

北京建 設（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925) DISCLOSEABLE TRANSACTION: SUBSCRIPTION FOR SHARES AND SUBSCRIPTION RECEIPTS OF MILLENMIN VENTURES INC. AND DISPOSAL OF BELLOMONTE LIMITED

On 27 January 2017 (after trading hours of the Stock Exchange), BICL, a wholly owned subsidiary of the Company, entered into the Letter Agreement with MillenMin and Investors. Under the Letter Agreement:

1. BICL has agreed to subscribe for 26,370,000 MillenMin Shares expected to be settled by cash payment of US$2,000,000 (equivalent to approximately HK$15,518,000),

2. BICL has agreed to subscribe for 83,329,162 Subscription Receipts (exchangeable into 83,329,162 MillenMin Shares upon completion of Vend-in Transaction) expected to be settled by cash payment of US$6,319,997 (equivalent to approximately HK$49,036,857);

3. MillenMin has agreed to grant pre-emptive rights, director nomination rights, prospectus demand rights and information rights to BICL; and

(4) BICL has agreed to dispose of its interest in Bellomonte Group (which will hold 49% equity interest in the Joint Venture Company subject to the completion of the Sale and Purchase Agreement) to MillenMin for consideration of U$27,000,000 (equivalent to approximately HK$209,493,000) which will be settled by issue and allotment of 355,995,000 MillenMin Shares by MillenMin. BICL has the option to cause the aforesaid disposal of interest in Bellomonte Group to be directy transacted between BEREHK and MillenMin.

The completion of each of the above transactions is subject to satisfaction or waiver of certain conditions precedent.

Pursuant to the Letter Agreement, the Group will acquire interest in MillenMin and dispose of interest in Bellomonte Group. Under Rule 14.24 of the Listing Rules, percentage ratios will be applied to both the acquisition and the disposal and the transaction will be classified by reference to the larger of the acquisition or disposal. As one or more of the applicable ratios as set out in the Listing Rules in respect of the acquisition and disposal under the Letter Agreement are more than 5% but all of them are less than 25%, the transaction under the Letter Agreement is classified as a discloseable transaction under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements but are exempted from Shareholders' approval requirement under the Listing Rules.

The Board is pleased to announce that on 27 January 2017 (after trading hours of the Stock Exchange), BICL, a wholly-owned subsidiary of the Company and Investors entered into the Letter Agreement with MillenMin. To the best of the Directors' knowledge, information and belief and having made all reasonable enquires, each of MillenMin and the Investors (including their ultimate beneficial owners) are independent of the Company and its connected persons.

Pursuant to the Letter Agreement, the parties thereto agree that:

1. Each of BICL and the Investors will enter into a subscription agreement with MillenMin to subscribe for a total of 37,630,000 Subscription Shares at a price of CAN$0.10 per each Subscription Share in the following proportions:

   Subscriber No. of MillenMin Shares to be subscribed for Gross proceeds

   (US$)

   BICL 26,370,000 2,000,000

   Investors 11,260,000 854,000

   Total 37,630,000 2,854,000

   The Subscription Shares will be settled by cash payment (expected to be paid in US$). BICL will enter into Subscription Agreement (Common Shares) with MillenMin and the principal terms of the Subscription Agreement (Common Shares) are set out in the section headed "Subscription Agreement (Common Shares)" below.

2. Each of BICL and the Investors will enter into a subscription agreement with MillenMin to subscribe for a total of 309,399,162 Subscription Receipts at a price of CAN$0.10 per each Subscription Receipt in the following proportions:

   Subscriber No. of Subscription Receipts to be subscribed for Gross proceeds

   (US$)

   BICL 83,329,162 6,319,997

   Investors 226,070,000 17,146,000

   Total 309,399,162 23,465,997

   Each Subscription Receipt will be exchanged for one MillenMin Share upon completion of Vend-In Transaction. BICL and the Investors will settle the price of the Subscription Receipts by way of cash payment (expected to be paid in US$).

   BICL will enter into the Subscription Agreement (Subscription Receipts) with MillenMin and the principal terms of the Subscription Agreement (Subscription Receipts) are set out in the section headed "Subscription Agreement (Subscription Receipts)" below.

3. Each of BICL and Investors will enter into an investor rights agreement with MillenMin, concurrent with the issue of MillenMin Shares under the Subscription Agreement (Common Shares) and the principal agreed terms of the Investor Rights Agreement are set out in the section headed "Investor Rights Agreement" below.

4. BICL and MillenMin will enter into Vend-in Agreement in relation to the disposal of Bellomonte Limited and the principal terms of Vend-in Agreement are set out in section headed "Disposal of Bellomonte Limited" below.

5. The directors and officers of MillenMin who hold MillenMin Shares and the significant shareholder of MillenMin (being MillenAsia Resource Inc.) entered into a support agreement with BICL to vote in favour and support the transactions contemplated under the Transaction Documents.

6. BICL agrees to lend to MillenMin up to CAN$125,000 by way of a promissory note, without interest, payable on completion of the issue of the Subscription Shares or on demand by BICL to pay the costs arising from the Transaction Documents and the outstanding liabilities as set out in the financial statements of MillenMin.