About BEIJING ENT Company

(1) Establishment of an issuer Beijing Holdings Limited was incorporated in Hong Kong, China on February 26, 1997. On May 29, 1997, Beijing Holdings was listed on the Hong Kong Stock Exchange under the stock code 0392.HK. The company was formed from the restructuring of eight high-quality assets in Beijing. (2) Issuer history Key events in the issuer's history are as follows: 1. On February 26, 1997, the company was incorporated. The authorized share capital of the Company is HK$1,000, divided into 100 shares with a face value of HK$10 per share. On the same day, the Company issued two shares with a face value of HK$10 each at a cash consideration of HK$20. 2. On May 6, 1997, one issued and unissued common share with a face value of HK$10 per share was split into 100 common shares with a face value of HK$0.10 per share. On the same day, the authorized share capital of the Company was increased from HK$1,000 to HK$200,000,000 by adding 1,999,990,000 shares with a face value of HK$0.10 per share. 3. On May 6, 1997, in accordance with the group restructuring arrangement, the Company issued 413,999,800 shares with a face value of HK$0.10 per share to acquire Beijing Enterprises (Motorway) Limited, Beijing Enterprises (Dairy) Limited, Beijing Enterprises (Beverages) Limited, and Beijing Enterprises (Tourism) Limited, BeijingEnterprises (Hotel) Limited, BeijingEnterprises (Retail) Limited, BeijingEnterprises (FoodProducts) Limited, BeijingEnterprises (Properties) Limited, BeijingEnterprises (Technologies) Limited's entire issued share capital together with the costs of its subsidiaries and associated companies and certain investment properties. 4. From May 28, 1997 to May 30, 1997, according to the public offering and placement, the Company issued 208,500,000 shares with a face value of HK$0.10 per share at HK$12.48 per share. The total cash cost was HK$2,602,080,000 for working capital and investment. The company was listed on the Stock Exchange on May 29, 1997. After the public sale and placement was completed, the authorized share capital of the Company was 2,000,000,000 shares, and the issued and fully paid share capital was 622,500,000 shares. The Company is mainly engaged in four major businesses, including manufacturing and sales of consumer goods, infrastructure, service provision, and high technology. The Consumer Goods Manufacturing and Sales segment includes the manufacture, distribution and sale of beer, dairy products, and processed meat and seafood products. The infrastructure component includes the management and operation of the Capital Airport Expressway. The service segment includes providing travel, retail and hotel services. It owns Badaling Travel, Wangfujing Department Store Group, and Jianguo Hotel. The high-tech part is an international exchange system with 40% of the company's interests. The international switching system provides manufacturing, engineering, installation, operation, research, development, sales and after-sales service of EWSD program digital switching systems used in public telephone networks. 5. In 2004, due to intense competition in the market and industry cycle, the performance of Beijing Siemens Communications Network Co., Ltd., Beijing Sanyuan Food Co., Ltd., and Beijing Jianguo Hotel Co., Ltd. declined sharply. After planning and consideration, the company signed an agreement at the end of 2004 to sell 55% of Beijing Sanyuan Food Co., Ltd.'s shares at book value (including goodwill); due to poor equipment and difficulties in raising housing prices, Beijing Jianguo Hotel Group, the second largest shareholder of Beijing Jianguo Hotel Co., Ltd. hopes to redevelop the project. The return on investment for the new project based on the proposals is long. The Company sold 50.5% of Beijing Jianguo Hotel Co., Ltd.'s shares at book value (including goodwill) in August 2004; in addition, the Company sold 20% of Beijing Siemens Communications Network Co., Ltd. The sale of these assets reflects the company's strategy to restructure low-return assets. In addition to streamlining the asset portfolio, in 2004, the board of directors of the company conducted a comprehensive discussion on past market positioning, development strategies and investment strategies, and made important adjustments to the development strategy on this basis, and initially established the strategic goal of building itself into an investment and financing platform for infrastructure and utilities in Beijing and building a limited diversified business structure. 6. In 2005, in order to accelerate the achievement of the strategic goal of building core competitiveness in the field of urban energy services, the company further strengthened internal asset integration efforts, withdrew from non-main business in an orderly manner, and cleaned up inefficient assets. During the year, the company successively transferred all rights and interests in businesses such as Beijing Sanyuan Food Co., Ltd., Beijing Holding Maglev Technology Development Co., Ltd., Beijing Qinchang Glass Co., Ltd., and Beijing Western Food Co., Ltd. The company sold Badaling Tourism Development Co., Ltd. and plans to completely withdraw from the tourism industry.The company continues to deepen development strategy research and has determined the strategic goal of becoming a first-class domestic comprehensive utility company with urban energy services as its core business in the next few years. 7. In 2006, the Company entered into a conditional sales agreement on March 31 to sell and hold a total 50.13% controlling interest in Wangfujing Department Store (Group) Co., Ltd. The transaction was completed in December 2006, and the company completely withdrew from the retail business. The company adheres to the development goal of “building a comprehensive utility company with urban energy services as the core business and becoming an investment platform in the utility sector in Beijing's international capital market”, adheres to the development principles of highlighting the main business, and promotes the achievement of strategic transformation goals according to plan. Continue to withdraw from non-main businesses and inefficient assets, further concentrate effective resources, focus on energy and infrastructure projects such as gas, highways, and water services, promote the development of investment activities within the main business pattern, and accelerate the expansion of core business scale. 8. (1) In 2007, in accordance with the Beijing Gas Sales Agreement concluded on April 10, 2007, the Company agreed to acquire the entire issued share capital of Beijing Gas Group (BVI) Co., Ltd. (“Beijing Gas BVI”) for HK$11,600,000,000 from Beijing Holdings Group BVI, of which HK$4,000,100,000 was paid to the seller by the Company in cash, and the balance of HK$7,599,900,000 was issued to Beijing Holdings Group BVI at HK$18.48 per share Payments are made in the form of common shares. Beijing Gas BVI is an investment holding company and holds all of the shares in Beijing Gas (a company incorporated in China). Beijing Gas and its subsidiaries are engaged in (i) distributing and selling pipeline gas in Beijing; (ii) providing gas technical consulting and development services and surveying and drawing of underground construction projects; and (iii) constructing and installing gas pipelines and related equipment and providing maintenance services. The acquisition was approved by the Company's shareholders on May 17, 2007, and completed on June 29, 2007. Beijing Gas BVI has since become a wholly-owned subsidiary of the Company. The fair value of the Company's 411,250,000 common shares on the day of acquisition on June 29, 2007 was HK$12,214,125,000, determined based on the closing price of the Company's common shares on the Stock Exchange at the time. (2) According to the placement and subscription agreement between the Company, the Company's principal shareholders and the three placing agents on September 20, 2007, 100,000 shares of the Company's common shares were distributed to the major shareholders at a price of HK$37.1 per common share. The total cash consideration (without deducting any issuance fees) was HK$3,710,000,000. (3) The Company adopted a share option plan on October 17, 2005. The plan aims to attract and retain the company's best talents, strive to develop the company's business, provide additional rewards to employees, executives and directors, and promote the long-term financial success of the company by aligning the interests of share option holders with those of shareholders. The board of directors of the company may, at its discretion, invite employees (including executive directors) and non-executive directors of the Company and any of its subsidiaries to accept share options to subscribe for common shares of the Company at the price of HK$1 per share grant. The plan came into effect on October 17, 2005, and is valid for 10 years from that date unless the plan is cancelled or amended. Unexercised share options are granted under this plan, and no more shares may be subscribed for at the time of exercise than 30% of the total number of common shares issued by the Company at any time. The total number of common shares of the Company issued and to be issued by granting share options (whether exercised or not exercised) to any person during any 12-month period shall not exceed 1% of the total number of common shares issued by the Company. The period of exercise of share options granted under the plan is determined at the discretion of the board of directors of the company; however, share options may not be exercised ten years after the date of grant, and share options may not be granted ten years after the date the plan is approved. In 2007, the subscription rights attached to the 4,890,000 and 300,000 share options were exercised at a subscription price of HK$12.55 and HK$20.60 per common share. A total of 5,190,000 common shares were issued with a face value of HK$0.1 per share, with a total cash consideration of HK$67,549,500. 9. In March 2008, the company completed the acquisition of Beikong Water Group Co., Ltd. Beikong Water acquired Zhongkecheng Environmental Protection Group Co., Ltd. in August 2008 and then began sewage treatment business. In 2008, the subscription rights attached to the 340,000 share options were exercised at a subscription price of HK$12.55 per common share. A total of 340,000 common shares were issued with a face value of HK$0.1 per share, with a total cash consideration of HK$4,267,000. In 2008, the Company bought back 2,279,000 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company. 10. In 2009, the company determined a solid waste business development strategy and initially formed a utility development pattern centered on gas, water, and environment. In 2009, the subscription rights attached to the 370,000 share options were exercised at a subscription price of HK$12.55 per common share. A total of 370,000 common shares with a face value of HK$0.1 per share were issued, with a total cash consideration of HK$4,644,000. 11. In 2011, the Company bought back 100,000 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company. In 2011, the subscription rights attached to the 300,000 share options were exercised at a subscription price of HK$12.55 per common share. A total of 300,000 common shares with a face value of HK$0.1 per share were issued, with a total cash consideration of HK$3,764,000. 12. In 2012, the company further cleaned up its non-main business and adjusted and optimized the asset layout. The Shenzhen Shiguan Highway stopped operating during the year. The Company sold Beijing Enterprise (Expressway) Co., Ltd., which holds 96% of the shares in Beijing Capital Expressway Development Co., Ltd. 13. In 2013, the Company completed the acquisition of shares in China Gas. The Company's controlling share, Northeast Holdings Group BVI, entered into a sales agreement and supplementary agreement with the Company to inject capital into the Company by holding approximately 22% of China Gas shares in exchange for the Company's new shares plus cash. The Company acquired part of China Gas's shares. Part of the consideration was paid by the Company's issuance of 98,100,000 common shares. The transaction was completed on December 18, 2013. The fair value of this portion of common stock of HK$7,382,025,000 was determined by reference to the closing price of the Company's common shares reported on the Stock Exchange on the date of completion of the acquisition. In 2013, the Company's guaranteed convertible bonds totaling HK$1,501,730,000 were converted from bondholders to 34,522,509 shares of the Company's common shares. 14. In 2014, based on the successful transformation of the science and technology information business, Beijing Development (Hong Kong) Co., Ltd. (stock code: 154) will complete business restructuring as soon as possible to build a specialized platform for solid waste treatment. In 2014, the Company's guaranteed convertible bonds totaling HK$661,560,000 were converted from bondholders to 15,208,259 shares of the Company's common shares. In 2014, the Company bought back 1,01,500 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company. 15. In 2015, the Company bought back 2,500,000 shares of the Company's common shares on the Stock Exchange. Of these, 1,500,000 shares were cancelled by the Company, and the remaining 1,000,000 shares were held by the Company and included in the Treasury Shares account. 16. In 2016, the company officially completed the acquisition of 100% of the shares of the German EewEnergyFromWasteGmbH Waste Energy Utilization Company in Munich, Germany. EEWGmbH is the largest merger and acquisition project for a Chinese company in Germany. As a result, the company played an iconic role model for other companies to implement the “Belt and Road” and “Go Global” policies. In 2016, the repurchase of 2,500,000 shares of the Company's common shares in 2015, and the cancellation was completed. Additionally, the Company purchased 19,697,000 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company. 17. In 2017, the Company bought back 100,000 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company. 18. In 2022, the Company purchased 1,850,000 shares of the Company's common shares on the Stock Exchange, and these shares have been cancelled by the Company.