PDF《北京发展（ 香港）有 限公司》

1 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.

The announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. 北京发展( 香港)有 限公司BEIJING DEVELOPMENT (HONG KONG) LIMITED (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 154) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF EQUITY INTEREST IN THE TARGET GROUP INVOLVING ISSUE OF NEW BONDS THE ACQUISITION The Board is pleased to announce that on

31 March

2016 (after trading hours), the Company entered into the Sale and Purchase Agreement with BEHL, pursuant to which the Company has conditionally agreed to acquire and BEHL has conditionally agreed to sell the Sale Interests at an aggregate consideration of RMB1,850,000,000 (equivalent to approximately HK$2,202,300,000). The Consideration will be satisfied by the issue of the New Bonds.

2 LISTING RULES IMPLICATIONS As the applicable percentage ratios as defined in Rule 14.07 of the Listing Rules for the Acquisition exceed 100%, the Acquisition constitutes a very substantial acquisition of the Company under Chapter

14 of the Listing Rules. As at the date of this announcement, BEHL is the controlling Shareholder interested in 756,120,000 Shares, representing approximately 50.396% of the total number of Shares in issue. Accordingly, BEHL is a connected person of the Company and the entering into of the Sale and Purchase Agreement and transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. In light of the above, the Acquisition is subject to the reporting, announcement and Independent Shareholders'

approval requirements under the Listing Rules. LISTING COMMITTEE'

S DECISION The Listing Committee has determined that the Acquisition is an extreme very substantial acquisition which is NOT subject to reverse takeover rules. Enhanced disclosure comparable to the standard for listing documents for new listing applicants will be required in the Circular and China International Capital Corporation Hong Kong Securities Limited has been appointed as the financial adviser of the Company to conduct due diligence in accordance with Practice Note

21 of the Listing Rules on the Target Group. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER An independent board committee comprising all the independent non-executive Directors, namely Dr. Jin Lizuo, Dr. Huan Guocang, Dr. Wang Jianping, Prof. Nie Yongfeng and Mr. Cheung Ming will be formed pursuant to the requirements of the Listing Rules to advise the Independent Shareholders on matters in relation to the Sale and Purchase Agreement and the transactions contemplated thereunder (including the Acquisition and the issuance of the New Bonds). The Company will in due course appoint an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

3 EGM The EGM will be convened for the purpose of considering and, if thought fit, approving, among other things, the Sale and Purchase Agreement and the transactions contemplated thereunder. BEHL and its associates shall abstain from voting on the proposed resolution(s) to approve the Sale and Purchase Agreement and the transactions contemplated thereunder at the EGM. Save for the aforesaid and to the best knowledge of the Company, as at the date of this announcement, no other Shareholder has a material interest in the Sale and Purchase Agreement or the transactions contemplated thereunder, and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) to approve the Sale and Purchase Agreement and the transactions contemplated (including the issue of the New Bonds) thereunder at the EGM. As the Acquisition was classified as an extreme very substantial acquisition, enhanced disclosure comparable to the standard for listing documents for new listing applicants will be required in the Circular and as such, the Company is currently unable to estimate with certainty the date of despatch of the Circular. The Company shall issue further announcement(s) to notify the Shareholders of the expected date of despatch of the Circular when such date of despatch can be more accurately ascertained. Completion is conditional upon, among other things, the satisfaction of the Conditions. Therefore, the Acquisition may or may not materialise. Shareholders and investors are reminded to exercise caution when dealing in the securities of the Company.