Beijing Properties : Announcements and Notices - Waiver under Rule 14a.37 of the Listing Rules in Relation ...

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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) WAIVER UNDER RULE 14A.37 OF THE LISTING RULES IN RELATION TO MAJOR AND CONNECTED TRANSACTIONS RELATING TO THE ACQUISITION OF 60% OF THE TOTAL ISSUED SHARES OF ZHONG JIAN JIN BIAN JING JI TE QU LTD AND 60% OF SHAREHOLDER'S LOAN

Reference is made to the announcements of the Company dated 4 July 2016, 8 July 2016, 29 August 2016, 28 October 2016, 29 November 2016, 29 December 2016 and 24 January 2017 ("Announcements") in relation to, among other things, the sale and purchase agreement dated 4 July 2016 entered into by and among the Purchaser, the Vendor and the Target Company, as supplemented by the First Supplemental Deed and the Second Supplemental Deed (the "Sale and Purchase Agreement") and the transactions contemplated thereunder. Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as those defined in the Announcements.

An application for waiver has been made by the Company to the Stock Exchange pursuant to Rule 14A.37 of the Listing Rules from compliance with the requirements to hold a general meeting for the purpose of approving the Sale and Purchase Agreement and the transactions contemplated thereunder on the basis that (i) so far as the Company is aware, no shareholder of the Company is required to abstain from voting if a general meeting is held to approve the Sale and Purchase Agreement and the transactions contemplated thereunder and that

(ii) approval has already been given by a closely allied group of shareholders comprising Brilliant Bright Holdings Limited ("Brilliant Bright") and Beijing Enterprises Real Estate (HK) Limited ("BEREHK"), which are beneficially interested in 1,557,792,500 shares and 2,420,462,407 shares of the Company respectively, representing approximately an aggregate of 58.79% in nominal value of the total issued share capital of the Company having the right to attend and vote at the general meeting to approve such transactions. Brilliant Bright is a wholly-owned subsidiary of BEREHK. Accordingly, Brilliant Bright and BEREHK are members of a closely allied group of shareholders.

The Stock Exchange has granted the waiver on 24 January 2017, and as such, no general meeting will be held to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

By Order of the Board

Beijing Properties (Holdings) Limited Cheng Ching Fu

Company Secretary

Hong Kong, 6 February 2017

As at the date of this announcement, Mr. Qian Xu, Mr. Hu Yebi, Mr. Li Shuping, Mr. Zhao Jiansuo, Mr. Siu Kin Wai, Mr. Yu Luning, Mr. Ang Renyi, Mr. Dong Qilin, Mr. Li Changfeng, and Mr. Wan Lee Cham are the Executive Directors; and Mr. Goh Gen Cheung, Mr. Zhu Wuxiang, Mr. James Chan, Mr. Song Lishui and Mr. Chan Yuk Cheung are the Independent Non-executive Directors.