Beijing Enterprises Holdings (00392.HK) Signs New Financial Services Agreement with Finance Company, Deposit Annual Cap at RMB12.5 Billion

NewTimeSpace News: Beijing Enterprises Holdings Limited (00392.HK) announced on July 14 that, in view of the expiration of the currently effective financial services agreement with the finance company on August 27, 2026, the Company entered into a new Financial Services Agreement with the finance company on July 14, 2026, with a term of three years from August 28, 2026 to August 27, 2029. Under the agreement, the finance company will provide deposit services, loan services and other financial services to the Group.

For deposit services, the finance company will open deposit accounts for the Group, and the Group may deposit funds into such accounts following the principle of free deposit and withdrawal. The finance company provides various deposit types including demand deposits, notice deposits, time deposits and agreement deposits, with applicable deposit interest rates implemented in accordance with standards prescribed by the People's Bank of China, and such interest rate conditions are no less favorable than those offered by independent third parties for similar conditions.

For loan services, the finance company will, within the scope permitted by national laws, regulations and policies, provide support for the Group's business development funding needs, design scientifically sound and reasonable financing plans, and provide loan services. Relevant loan interest rates are implemented in accordance with the Loan Prime Rate (LPR) published by the National Interbank Funding Center authorized by the People's Bank of China, and such interest rate conditions are no less favorable than those offered by independent third-party lenders for similar conditions.

For other financial services, the finance company will provide the Group with efficient fund settlement and cross-border fund services, and may also provide non-financing guarantees, financial advisory and consulting services. Except for settlement services provided free of charge, service fees charged by the finance company for other financial services provided to the Group are implemented with reference to relevant service fee standards prescribed by the People's Bank of China or the National Financial Regulatory Administration, and such service fee conditions are no less favorable than those offered by independent third parties for similar conditions.

The annual caps for the maximum daily deposit amounts (including accrued interest) during the term are as follows: RMB12.5 billion for the period from August 28, 2026 to December 31, 2027; RMB12.5 billion for the period from January 1, 2027 to December 31, 2027; RMB12.5 billion for the period from January 1, 2028 to December 31, 2028; and RMB12.5 billion for the period from January 1, 2029 to August 27, 2029.

In determining the above proposed annual caps, the Company mainly considered the following factors: the Group's historical maximum daily deposit balances with the finance company; the Group's cash flow and available cash; the Group's future cash flow and cash position; and the funding needs for the Group's business development.

As of the date of the announcement, Beijing Enterprises Group and its affiliated companies hold approximately 62.23% of the Company's equity interest, while Beijing Enterprises Group and its affiliated companies (excluding the Group and Beijing Enterprises Water Group) and the Group hold approximately 48.52% and approximately 44.79% of the finance company's equity interest, respectively. Accordingly, under the Listing Rules, Beijing Enterprises Group is a connected person of the Company, the finance company is an associate of Beijing Enterprises Group, and the finance company is deemed a connected person of the Company. The signing of the Financial Services Agreement constitutes a continuing connected transaction of the Company.

As the highest applicable percentage ratio for the proposed annual cap for deposit services exceeds 5%, it is subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules; as the ratio also exceeds 25%, the service also constitutes a major transaction of the Company, subject to separate reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules. Loan services, as they are formulated on normal commercial terms and the Group is not required to provide asset collateral, constitute financial assistance provided by a connected person to the Group, and are fully exempt from all requirements under Chapter 14A pursuant to Rule 14A.90 of the Listing Rules. Other financial services, as the expected total fee amount payable to the finance company has a highest applicable percentage ratio below the minimum exemption level under Rule 14A.76(1) of the Listing Rules, are fully exempt. If future transaction amounts exceed the exemption level, the Company will immediately comply with the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A.

An Independent Board Committee comprising all independent non-executive directors of the Company, namely Mr. Wu Jiesi, Mr. Lin Haihan, Dr. Yeung Suen-sai and Ms. Chan Man-ki, has been formed to provide advice to independent shareholders on the terms of the deposit services under the Financial Services Agreement. The Company has appointed Daoqin Capital as independent financial adviser to provide advice to the Independent Board Committee and independent shareholders on the terms of the deposit services under the Financial Services Agreement.

The Company will convene an extraordinary general meeting for independent shareholders to consider the Financial Services Agreement and the proposed annual caps for deposit services thereunder. As Beijing Enterprises Group has a material interest in the agreement and related transactions, it and its close associates must abstain from voting on the relevant resolutions at the EGM. The circular for convening the EGM will be dispatched to shareholders on or before August 4, 2026.

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