BOCOM International : CONNECTED TRANSACTION IN RELATION TO FORMATION OF PARTNERSHIP

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.

BOCOM INTERNATIONAL HOLDINGS COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 3329)

CONNECTED TRANSACTION IN RELATION TO

FORMATION OF PARTNERSHIP

FORMATION OF PARTNERSHIP

The Board is pleased to announce that Shanghai Bo Le (as General Partner), Jiang Bei Zui (as General Partner), BOCOM Science and Technology Innovation Equity Investment Fund (as Limited Partner) and Zhan Xin Fund (as Limited Partner) have entered into the Partnership Agreement in relation to the formation of the Partnership. The total capital contribution by all Partners to the Partnership shall be RMB100 million, of which each of Shanghai Bo Le and BOCOM Science and Technology Innovation Equity Investment Fund shall contribute RMB1 million and RMB50 million, respectively. The Transaction is still subject to the approval of the relevant authorities of the PRC government.

LISTING RULES IMPLICATIONS

Shanghai Bo Le is an indirect wholly-owned subsidiary of the Company whereas BOCOM Science and Technology Innovation Equity Investment Fund is an indirect non-wholly-owned subsidiary of the Company. As BOCOM, the controlling shareholder of the Company, through BOCOM Guo Xin, holds more than 30% of the partnership interests in BOCOM Science and Technology Innovation Equity Investment Fund, BOCOM Science and Technology Innovation Equity Investment Fund is a connected person of the Company. As such, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio in relation to the Transaction is more than 0.1% but less than 5%, the Transaction is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

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BACKGROUND

The Board is pleased to announce that Shanghai Bo Le (as General Partner), Jiang Bei Zui (as General Partner), BOCOM Science and Technology Innovation Equity Investment Fund (as Limited Partner) and Zhan Xin Fund (as Limited Partner) have entered into the Partnership Agreement in relation to the formation of the Partnership. The total capital contribution by all Partners to the Partnership shall be RMB100 million, of which each of Shanghai Bo Le and BOCOM Science and Technology Innovation Equity Investment Fund shall contribute RMB1 million and RMB50 million, respectively. The Transaction is still subject to the approval of the relevant authorities of the PRC government.

PRINCIPAL TERMS OF THE PARTNERSHIP AGREEMENT

The principal terms of the Partnership Agreement dated 24 July 2019 are summarised as follows:

Parties	:	1. Shanghai Bo Le (as the General Partner);
		2. Jiang Bei Zui (as General Partner);
		3. BOCOM Science and Technology Innovation Equity
		Investment Fund (as Limited Partner); and
		4. Zhan Xin Fund (as Limited Partner)
Name of Partnership	:	Chong Qing Liang Jiang Xin Qu Bo Ke Equity Investment
		Fund Partnership Enterprise (Limited Partnership)* 重慶兩
		江新區博科股權投資基金合夥企業（有限合夥）
Term of Partnership	:	The Partnership is expected to have a term of eight years
		from the date the Partnership is established unless wound
		up and dissolved sooner in accordance with the provisions
		of the Partnership Agreement. The investment period of the
		Partnership is expected to be for a period of three years
		and for a period of two years following the lapse of the
		investment period is expected to be the exit period. Either
		the investment or exit period may be extended by the consent
		of all Partners provided that the extension shall not render
		the term of the Partnership to exceed eight years and shall
		not exceed the remaining term of Zhan Xin Fund.
Purpose of Partnership	:	The purpose of the Partnership is to carry on the business
		of investing in enterprises in the strategic new service area.

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Capital contribution	:	The total capital contribution by all Partners to the Partnership
		shall be RMB100 million, of which each of Shanghai Bo Le
		and BOCOM Science and Technology Innovation Equity
		Investment Fund shall contribute RMB1 million and RMB50
		million, respectively. The capital contribution to be made
		by Shanghai Bo Le will be funded by the Group's internal
		resources whereas the capital contribution to be made
		by BOCOM Science and Technology Innovation Equity
		Investment Fund will be funded by the capital contributed
		by its partners.
Management	:	The General Partners shall have exclusive management
		power of the Partnership, including but not limited to
		approving and executing investment and other matters of
		the Partnership; representing the Partnership to obtain,
		hold, manage and dispose of the assets of the Partnership;
		and engaging any professional advisors or intermediaries
		to provide services to the Partnership. The Partners have
		agreed to appoint the Manager to provide investment and
		management consulting services to the Partnership. An
		annual management fee will be paid by the Partnership for
		the services rendered by the Manager to the Partnership.
		The Limited Partners shall take no part in the operation
		of the Partnership or the management or conduct of its
		business and affairs except those rights otherwise expressly
		given to them in the Partnership Agreement.

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Key policy of	:	Within 30 days upon the exit of any invested project and
distributable		the receipt of the distributable proceeds attributable to the
proceeds		Partnership from such project, distribution shall be made in
		proportion to each Partner's actual capital contribution to
		the invested project in the following order of priority:
		1. 100% to each Partner until each Partner has received
		an amount equal to its aggregate paid-in capital
		contribution to the invested project;
		2. 100% to each Partner until each Partner has received
		an amount equal to 8% of its aggregate paid-in capital
		contribution to the invested project calculated based
		on the number of days as specified in the Partnership
		Agreement; and
		3. 80% to all Partners in proportion to their aggregate
		paid-in capital contribution to the invested project and
		20% to the General Partners, of which Shanghai Bo Le
		shall be entitled to 51% whereas Jiang Bei Zui shall be
		entitled to the remaining 49%.
Debt sharing	:	Any debts of the Partnership shall be shared by all Partners
		in proportion to the amount of their respective capital
		contribution to the Partnership provided however that
		the Limited Partners shall be liable for the debts of the
		Partnership up to the amount of their respective capital
		contribution whereas the General Partner shall bear unlimited
		joint and several liability for the debts of the Partnership.
Transfer of	:	Any Limited Partner may transfer its partnership interest
partnership interest		to any other Limited Partner or other qualified persons
		provided that the requirements as specified in the Partnership
		Agreement (including those relating to right of first refusal
		enjoyed by the Partners) are satisfied. No transfer of any
		partnership interest by any General Partner is allowed unless
		with the prior consent of all Partners.

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INFORMATION OF THE COMPANY AND THE GROUP

The principal activity of the Company is investment holding. The Group is principally engaged in securities brokerage, margin financing, corporate finance and underwriting, investment and loans and asset management and advisory businesses. The regulated activities carried out by the Company's licensed subsidiaries include dealing in securities and futures and advising on securities and futures contracts, providing securities margin financing, advising on corporate finance and providing asset management services.

INFORMATION OF THE PARTNERSHIP, SHANGHAI BO LE, JIANG BEI ZUI, BOCOM SCIENCE AND TECHNOLOGY INNOVATION EQUITY INVESTMENT FUND AND ZHAN XIN FUND

The Partnership is a limited partnership established under the laws of the PRC. As the Partnership is newly established, neither financial information nor past performance of the Partnership is presented in this announcement.

Shanghai Bo Le is a company established in the PRC with limited liability and it is principally engaged in the businesses of investment and management of funds.

Jiang Bei Zui is a company established in the PRC with limited liability and it is principally engaged in the investment and management of funds.

BOCOM Science and Technology Innovation Equity Investment Fund is a limited partnership established in the PRC and it is principally engaged in the business of investment.

Zhan Xin Fund is a limited partnership established in the PRC and it is principally engaged in the business of investment.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Group has endeavoured in exploring opportunities for potential investments with a view to generating revenue and achieving better return for its Shareholders.

The Directors believe that the Transaction represents a good investment opportunity for the Group to diversify the Group's investment portfolio and generate stable income for the Group.

In view of the above, the Directors (including the independent non-executive Directors) are of the view that the Transaction is conducted by the Company in its ordinary and usual course of business, on normal commercial terms, is fair and reasonable and in the interests of the Company and its Shareholders as a whole. Due to the executive roles of Mr. WANG Yijun, Ms. LIN Zhihong and Mr. SHOU Fugang in the BOCOM Group, such non-executive Directors have abstained from voting on the relevant Board resolutions.

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LISTING RULES IMPLICATIONS

Shanghai Bo Le is an indirect wholly-owned subsidiary of the Company whereas BOCOM Science and Technology Innovation Equity Investment Fund is an indirect non-wholly- owned subsidiary of the Company. As BOCOM, the controlling shareholder of the Company, through BOCOM Guo Xin, holds more than 30% of the partnership interests in BOCOM Science and Technology Innovation Equity Investment Fund, BOCOM Science and Technology Innovation Equity Investment Fund is a connected person of the Company. As such, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Given that the highest applicable percentage ratio in relation to the Transaction is more than 0.1% but less than 5%, the Transaction is subject to the reporting and announcement requirements but is exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Board"	the board of Directors
"BOCOM"	Bank of Communications Co., Ltd., a company established
	in the PRC as a joint stock limited liability company, the
	H shares and A shares of which are listed on the Stock
	Exchange and the Shanghai Stock Exchange, respectively,
	and the controlling shareholder of the Company
"BOCOM Group"	BOCOM and its subsidiaries (excluding the Group)
"BOCOM Guo Xin"	BOCOM Guo Xin Asset Management Company Limited*
	交銀國信資產管理有限公司, a company established under the
	laws of the PRC with limited liability
"BOCOM Science and	BOCOM Science and Technology Innovation Equity
Technology Innovation	Investment Fund (Shanghai) Partnership Enterprise
Equity Investment	(Limited Partnership)* 交銀科創股權投資基金（上海）合夥企
Fund"	業（有限合夥）, a limited partnership established under the
	laws of the PRC
"Company"	BOCOM International Holdings Company Limited, a
	company incorporated in Hong Kong with limited liability,
	the issued shares of which are listed on the Stock Exchange
	(stock code: 3329)
"connected person"	has the same meaning as ascribed to it under the Listing
	Rules
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"controlling shareholder"	has the same meaning as ascribed to it under the Listing
	Rules
"Director(s)"	the director(s) of the Company
"General Partner(s)"	the general partner(s) of the Partnership
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Jiang Bei Zui"	Chong Qing Shi Jiang Bei Zui Equity Investment Fund
	Management Company Limited* 重慶市江北嘴股權投資基
	金管理有限公司
"Limited Partner(s)"	the limited partner(s) of the Partnership
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Manager"	BOCOM International (Shanghai) Equity Investment
	Management Co., Ltd.* 交銀國際（上海）股權投資管理有
	限公司, a wholly-owned subsidiary of the Company
"Partners"	the partners to the Partnership, including the General Partners
	and the Limited Partners
"Partnership"	Chong Qing Liang Jiang Xin Qu Bo Ke Equity Investment
	Fund Partnership Enterprise (Limited Partnership)* 重慶
	兩江新區博科股權投資基金合夥企業（有限合夥）, a limited
	partnership established under the laws of the PRC
"Partnership Agreement"	the partnership agreement relating to the formation of the
	Partnership dated 24 July 2019 and entered into between
	Shanghai Bo Le, Jiang Bei Zui, BOCOM Science and
	Technology Innovation Equity Investment Fund and Zhan
	Xin Fund
"percentage ratio"	has the same meaning as ascribed to it under the Listing
	Rules
"PRC"	the People's Republic of China, which for the purposes of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC

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"Shanghai Bo Le"	Shanghai Bo Le Investment Company Limited* 上海博樂
	投資有限公司, a company established under the laws of the
	PRC with limited liability
"Shareholder(s)"	holder(s) of the ordinary shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Transaction"	the formation of the Partnership under the Partnership
	Agreement
"Zhan Xin Fund"	Chong Qing Liang Jiang Xin Qu Zhan Xin Service Industry
	Equity Investment Fund Partnership Enterprise (Limited
	Partnership)* 重慶兩江新區戰新服務業股權投資基金合夥企
	業（有限合夥）a limited partnership established under the
	laws of the PRC
"%"	per cent.

By Order of the Board

BOCOM International Holdings Company Limited

YI Li

Joint Company Secretary

Hong Kong, 16 September 2019

As at the date of this announcement, the Board comprises Mr. TAN Yueheng, Mr. LI Ying and Mr. CHENG Chuange as Executive Directors; Mr. WANG Yijun, Ms. LIN Zhihong and Mr. SHOU Fugang as Non-executive Directors; Mr. TSE Yung Hoi, Mr. MA Ning and Mr. LIN Zhijun as Independent Non-executive Directors.

• For identification purposes only

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