PDF《AND THE RELATED ASSETS》

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.

DISCLOSEABLE TRANSACTION IN RELATION TO THE TRANSFER OF PROPERTY MANAGEMENT FUNCTION AND THE RELATED ASSETS SUPPLEMENTAL AGREEMENT IN RELATION TO THE TRANSFER OF PROPERTY MANAGEMENT FUNCTION Reference is made to the voluntary announcement of the Company dated

10 July

2018 in relation to the Agreement, pursuant to which the Company shall pay the Transfer Fee to the Transferee for the transfer of property management function and assets related to the transfer of property management function. On

10 May 2019, the Company and the Transferee entered into a supplemental agreement. LISTING RULES IMPLICATIONS As certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Transfer under the Supplemental Agreement exceeds 5% but is less than 25%, the Transfer constitutes a discloseable transaction for the Company and is subject to the disclosure requirement under Chapter

14 of the Listing Rules. C

1 C BACKGROUND Reference is made to the voluntary announcement of the Company dated

10 July

2018 in relation to the Agreement pursuant to which the Company shall pay the Transfer Fee to the Transferee for the transfer of property management function and along with the assets related to the transfer of property management function. On

10 May 2019, the Company and the Transferee entered into the Supplemental Agreement. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement. The principal terms of the Transfer Agreement are as follows: Date:

30 June

2018 and supplemented on

10 May

2019 Transferor: Company Transferee: Sichuan Energy Industry Investment Runjia Property Co., Ltd* (四川能投润嘉置业有限公司) Subject matter: The transfer of property management function of 1,972 households in

13 workers'

living areas of the Company and assets related to such transfer in the aggregate amount of approximately RMB350,000 Transfer fee: An amount not exceeding approximately RMB14.2 million Completion date of the maintenance and reconstruction works: Transferee should complete the maintenance and reconstruction works of the properties and final acceptance within

220 calendar days upon receiving the first payment of the Transfer Fee payable by the Company Compensation: Transferee shall fully compensate the Company for any economic loss incurred (including the subsidies confiscated) due to the delay in progress of the Transferee and the provision relevant information in relation to the maintenance and reconstruction works to the Company, leading to the failure of the Company to complete the final account audit in a timely manner Pricing basis and payment terms The Transfer Fee is determined in arm'

s length negotiations with reference to (i) reconstruction fee standard set according to the notice by the Finance Department and the State-Owned Assets Supervision and Administration Commission of the Sichuan Province on the '

'

Measures for Administration of Subsidies for the separation and transfer of '

'

Three Supplies and Estate Management'

'

in the Worker'

s Living Areas of the State-owned Enterprises in Sichuan Province'

'

(Chuancaiqi [2016] No.79)* ( 《省财政厅省国资委关於 印发四川省国有企业5职工家属区'

'

三供一业'

'

分离移交财政补助资金管理办法4的通知》 ) (川财企[2016] 79号) and (ii) the number of properties, being the households in the workers'

living areas to which property management function are performed against, being C

2 C transferred. The Transfer Fee is incurred to carry out maintenance and reconstruction works, for which the Transferee is responsible, to ensure the properties and facilities meet the basic requirements and is safe under normal circumstance which is not below the average standard required of infrastructures of the respective cities in which the properties are located. The Transfer Fee shall be paid by the funds raised by the Company to the Transferee in the following manner: (a) 15% of the Transfer Fee shall be paid within

5 working days upon signing of the Supplemental Agreement;

(b) 35% of the Transfer Fee shall be paid within

7 working days upon signing of the initial maintenance and reconstruction plan;

(c) 30% of the Transfer Fee shall be paid upon the completion of 50% of the maintenance and reconstruction works;

and (d) the balance shall be paid within

15 working days upon completion of final account audit. REASONS FOR AND THE BENEFIT OF THE TRANSFER Due to historical reasons, certain subsidiaries of the Company has undertaken part of the water supply, power supply, gas supply and property management services in their workers'

living areas. According to the Separation and Transfer Documents, the separation and transfer of the Three Supplies and Estate Management in the workers'

living areas shall be implemented by state-owned enterprises nationwide comprehensively. The Separation and Transfer allows state-owned enterprises such as the Group to reduce their liabilities, concentrate on their core businesses, and promote business development in the long run. As such, the Directors are of the view that the Transfer is fair and reasonable, and is of the interests of the Company and its shareholders as a whole. According to the Agreement, the Transferee shall commence the maintenance and reconstruction works of the properties upon receiving 80% of the Transfer Fee payable by the Company within

15 working days upon receiving the relevant subsidies. However, as at the date of this announcement, the Company has not received the relevant subsidies, being 50% of the Transfer Fee to be subsidised by the Ministry of Finance and 30% of the Transfer Fee to be subsidised by China PUTIAN Corporation* (中国普天信息产业集团有限 公司). In order to ensure the separation and transfer of estate as well as the maintenance and renovation work could be completed within the timeframe required by SASAC, and commence the maintenance and reconstruction works and complete the Transfer and apply for subsidies settlement (no later than the end of February 2020) as soon as practicable, the Company and the Transferee entered into the Supplemental Agreement to modify the payment arrangement and the commencement date of the maintenance and re........