PDF《北京发展（ 香港）有 限公司》

4 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). Principal terms of the Sale and Purchase Agreement are summarised below. THE SALE AND PURCHASE AGREEMENT Date

31 March

2016 Parties (1) the Company (as purchaser) (2) BEHL (as vendor) Assets to be acquired The Sale Interests, which comprises: (a) the entire issued share capital of GSWM;

(b) 65% equity interest in Hunan Hengxing;

(c) 100% equity interest in Beikong Wenchang;

(d) 80% equity interest in Ha'

erbin Shuangqi;

and (e) 100% equity interest in Beikong Shuyang.

5 Consideration and terms of settlement The Consideration payable by the Company to BEHL is RMB1,850,000,000 (equivalent to approximately HK$2,202,300,000), which has been arrived at after arm'

s length negotiations between the Company and BEHL after taking into account, among other things, (i) the net asset value of the Target Group as at

31 December 2015;

(ii) an independent study of the market comparables with business similar to that of the Target Group and is conducted based on comparable precedent transaction approach (prepared with reference to transactions in the solid waste or water treatment industry conducted in

2014 and

2015 and taking into account the key-value indicators such as the enterprise value/EBITDA for such transactions) and comparable company multiple approach (prepared with reference to the price earnings ratios of comparable companies engaged in solid waste or water treatment business that are listed on the Stock Exchange or Singapore Stock Exchange or Shanghai Stock Exchange or Shenzhen Stock Exchange);

and (iii) the unaudited financial information of the Target Group for the year ended

31 December 2015. This is consistent with the Company'

s understanding of the generally accepted pricing strategy for solid waste and water treatment business. The Consideration shall be satisfied at Completion by the issue by the Company of the New Bonds in the principal amount of HK$2,202,300,000 to BEHL (or its designated nominee). Conditions precedent Completion is conditional upon the satisfaction of the following conditions precedent: (a) the obtaining of the approval from the Independent Shareholders of the Sale and Purchase Agreement and the transactions contemplated thereunder in accordance with the requirements under the Listing Rules;

(b) the Listing Committee granting the listing of, and permission to deal in, the New Conversion Shares;

(c) where applicable, the obtaining of such consents, approvals and authorisation of the relevant regulatory authorities (including but not limited to the Stock Exchange) and relevant third parties which are required for the execution and performance of the transactions contemplated under the Sale and Purchase Agreement;

and (d) the Company and/or its subsidiaries having completed all necessary legal procedures for accepting the transfer of the Sale Interests.

6 The Company will use all reasonable endeavours (so far as it lies within its powers) to procure the satisfaction of the Conditions set out in paragraphs (a), (b), (c), (d) and (e) above as soon as reasonably practicable and in any event before the Longstop Date and will promptly notify BEHL when each of the said Conditions have been satisfied. BEHL will use all reasonable endeavours (so far as it lies within its powers) to procure the satisfaction of the Conditions set out in paragraphs (c) and (d) above as soon as reasonably practicable and in any event before the Longstop Date and will promptly notify the Company when each of the said Conditions have been satisfied. None of the Conditions are waivable by the Company or BEHL. If any of the Conditions are not fulfilled on or before 5:00 p.m. on the Longstop Date, BEHL (where the Company has failed to fulfill the Conditions applicable to it) or the Company (where BEHL has failed to fulfill the Conditions applicable to it) may by notice in writing elect to (a) postpone Completion to a later date or (b) terminate the Sale and Purchase Agreement. Completion Completion will take place on the fifth business day after the Conditions have been fulfilled (or such other date as BEHL and the Company may agree in writing). Following Completion, the Target Companies will become subsidiaries of the Company. THE NEW BONDS At Completion, the Company will issue the New Bonds to BEHL (or its designated nominee) to satisfy the Consideration. The New Conversion Shares will be issued under a specific mandate proposed to be sought from the Independent Shareholders at the EGM.