Beijing Properties : Announcements and Notices - Continuing Connected Transactions - Tenancy Agreement

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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) CONTINUING CONNECTED TRANSACTIONS - TENANCY AGREEMENT CONTINUING CONNECTED TRANSACTIONS - TENANCY AGREEMENT

On 27 January 2017, WSL Logistics entered into the New Tenancy Agreement 8 with Tianjin WSL File Management.

IMPLICATIONS UNDER THE LISTING RULES

WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Tianjin WSL File Management is a wholly owned subsidiary of Tianjin WSL. Therefore, Tianjin WSL File Management is an associate of Tianjin WSL, which in turn is a connected person of the Company.

Since the transactions contemplated under the New Tenancy Agreement 8 are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the transactions under the New Tenancy Agreement 8, when aggregated with the New Tenancy Agreements, the New Estate Management Services Agreement, Other Existing Agreements and Phase II Property Management Services Agreement, on an annual basis are, more than 1% but less than 5%, the transactions contemplated under the New Tenancy Agreement 8 are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval under Chapter 14A of the Listings Rules.

CONTINUING CONNECTED TRANSACTIONS - TENANCY AGREEMENT

Reference is made to the announcement of the Company date 1 August 2016 in relation to the continuing connected transactions of the tenancy agreements renewal and the estate management services agreement renewal, and the announcement of the Company dated 30 November 2016 in relation to the continuing connected transaction of the phase II property management services agreement (collectively, the "Announcements"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Announcements.

On 27 January 2017, WSL Logistics entered into the New Tenancy Agreement 8 with Tianjin WSL File Management.

NEW TENANCY AGREEMENT 8

Date : 27 January 2017

Parties : Landlord - WSL Logistics

Tenant - Tianjin WSL File Management

Premises : Warehouse at Zone A17 of the Customs Warehouse Lettable area : Approximately 601.5 square metres

Term : Three years from 1 February 2017 to 31 January 2020 (both dates inclusive) subject to renewal upon its expiry for a term not exceeding three years

Rental : The first annual rental (excluding management service fees and other outgoing charges and expenses) is RMB219,547.56 calculated based on the rate of RMB1.0 per square metre per day. After the first year, the landlord is entitled to adjust the annual rental (subject to a maximum of 5% increase per year) with reference to the market rate and the CPI in the PRC

ANNUAL CAP OF THE CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED UNDER NEW TENANCY AGREEMENT 8

The annual cap for the continuing connected transactions contemplated under the New Tenancy Agreement 8 shall be RMB242,051.18 (equivalent to approximately HK$273,767.10), which is derived from the highest annual rental receivable by WSL Logistics within the term of three years based on the highest number of days in a year.

INFORMATION ABOUT THE PARTIES

The Group is principally engaged in investment, development and operation of logistics, commercial, residential and industrial properties, provision of logistics services, including leasing of warehouse facilities and provision of related management services.

WSL Logistics is principally engaged in operations of logistics properties.

Tianjin WSL File Management is principally engaged in provision of logistics and other related value-added services.

Tianjin WSL File Management is a wholly owned subsidiary of Tianjin WSL.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

Since WSL Logistics is engaged in operations of logistics properties business, entering into the transactions contemplated under Tenancy Agreement is to carry out its principal business. The negotiation of the terms of the Tenancy Agreement was conducted by the parties on an arm's length basis and the rental was determined with reference to the open market rental of properties of comparable size, location, facilities and use.

The Board (including the independent non-executive Directors) consider that the New Tenancy Agreement 8 were entered into in the ordinary and usual course of business of WSL Logistics, and the terms contained therein are on normal commercial terms, fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Tianjin WSL File Management is a wholly owned subsidiary of Tianjin WSL. Therefore, Tianjin WSL File Management is an associate of Tianjin WSL, which in turn is a connected person of the Company.

Accordingly, the transactions contemplated under the New Tenancy Agreement 8 constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Tenancy Agreement 8 are entered into on normal commercial terms and one or more of the applicable percentage ratios as set out in Rule 14.07 of the Listing Rules in respect of the transactions under the New Tenancy Agreement 8, when aggregated with the New Tenancy Agreements, the New Estate Management Services Agreement, Other Existing Agreements and Phase II Property Management Services Agreement, on an annual basis, are more than 1% but less than 5%, the transactions contemplated under the New Tenancy Agreement 8 are only subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval under Chapter 14A of the Listings Rules.

DEFINITIONS

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

"associates" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Company" Beijing Properties (Holdings) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"connected person" has the meaning ascribed to it under the Listing Rules

"Customs Warehouse" a property located at No. 19, Third Avenue, Tianjin Airport

International Logistics Zone, the PRC, which is owned by WSL Logistics