NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICTOF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for thecontents 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.
This announcement is for information purposes only and is not an offer to purchase and does not constitute an invitation
or solicitation to sell any securities. This announcement and the Tender Offer Memorandum (as defined herein) referredto herein distributed by or on behalf of the Offeror (as defined herein) do not constitute an offer to participate in the Offer(as defined herein) in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer orOffer or for there to be such participation under applicable laws. The distribution of this announcement and the
distribution of the Tender Offer Memorandum by or on behalf of the Offeror in certain jurisdictions may be restricted bylaw. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required to informthemselves about and to observe any such restrictions. In particular, this announcement is not directed at, and is notmeant to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of HongKong) other than “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kongand any rules made under that Ordinance. Please refer to “Offer and Distribution Restrictions” in the Tender Offer
Memorandum for further details.

Invitation by
Beijing State-Owned Assets Management (Hong Kong) Company Limited
北京國資(香港)有限公司(incorporated with limited liability in Hong Kong)(the “Offeror”)
to the holders of the outstanding
4.125 per cent. Notes due 2025 (ISIN: XS1234958459)(the “Notes”)(Stock Code: 05521)
issued by the Offeror and with the benefit of a keepwell and liquidity support deed
and a deed of equity interest purchase undertaking provided by
Beijing State-Owned Assets Management Co., Ltd. 北京市國有資產經營有限責任公司(incorporated with limited liability in the People’s Republic of China)(the “Keepwell Provider”)
to tender their Notes for purchase by the Offeror for cash
up to the Maximum Purchase Amount(the “Offer”)
The Offeror announces that it is inviting holders of the Notes (the “Noteholders”), subject to the offer
restrictions referred to in “Offer and Distribution Restrictions” of the tender offer memorandum dated 7 July
2023 (the “Tender Offer Memorandum”), and upon the terms and subject to the conditions set forth in theTender Offer Memorandum, to tender their Notes for purchase by the Offeror for cash in an aggregate principal

1amount up to the Maximum Purchase Amount (as defined below) as further described in this Tender Offer
Memorandum.
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to themin the Tender Offer Memorandum.

Description of
Notes

ISIN /
CommonCode

Outstanding
Principal
Amount(1)Minimum
Purchase Price

Maximum
Purchase Price

Purchase
Price(2)Maximum PurchaseAmount(3)4.125 per cent.
XS1234958459 Beijing StateU.S.$527,376,000 U.S.$985 for each
Notes due 2025
Owned Assets
U.S.$1,000 in/123495845(with the benefit ofManagement
principal amounta keepwell and(Hong Kong)of the Notes
liquidity support
Company
deed and a deed ofLimited 北京國equity interest
資(香港)有限公
purchase
司
undertaking
provided by
Beijing StateOwned Assets
Management Co.,
Ltd. 北京市國有U.S.$1,000 foreach U.S.$1,000
in principal
amount of the
Notes

To be
determined
pursuant totheModified
Dutch
AuctionProcedure(as defined
below)

Expected to be
U.S.$100,000,000 inprincipal amount of
the Notes (the“Maximum
Purchase Amount”).

Issuer / Offeror

資產經營有限責任公司)

However, the Offerormay, in its sole andabsolute discretion,
accept significantly
more than orsignificantly less thansuch amount, or toaccept none of Notes,
for purchase pursuant
to the Offer.

Notes:(1)

As at the date of the Tender Offer Memorandum.

(2)

In addition to the Purchase Consideration (as defined below), the Offeror will also pay an Accrued Interest Payment (as defined below) in respectof Notes accepted for purchase by it pursuant to the Offer on the Settlement Date (as defined below).

(3)

The Acceptance Amount (as defined below) will be determined after the Expiration Deadline and will be notified to holders of the Notes.

Offer Period
The Offer will commence on 7 July 2023 and will end at 4:00 p.m. (London time) on 20 July 2023 (the“Expiration Deadline”) unless extended, re-opened, amended and/or terminated by the Offeror as provided
in the Tender Offer Memorandum, in which case an announcement to that effect will be made by the Offeror.
Rationale for the Offer
The Offer is part of the Offeror’s strategy to manage its overall funding level and to reduce its debt, while
maintaining a prudent approach to liquidity. The Offer will be funded by the Offeror’s internal resources.
Purchase Price, Purchase Consideration and Accrued Interest Payment
The Offeror will, on the settlement date (which is expected to be on or about 25 July 2023, the “Settlement
Date”), pay to each Noteholder for Notes validly tendered and accepted by it for purchase pursuant to theOffer, a cash amount (rounded to the nearest U.S.$0.01, with U.S.$0.005 rounded upwards) (a “Purchase
Consideration”) equal to the product of (i) the cash purchase price, expressed as an amount per U.S.$1,000of the principal amount of the Notes tendered, as determined pursuant to the Modified Dutch Auction
Procedure as set out herein, and which shall be an amount divisible by U.S.$1.00. (the “Purchase Price”) and(ii) the aggregate principal amount of the Notes of such Noteholder validly tendered and accepted for purchasepursuant to the Offer divided by U.S.$1,000.
The Offeror will also, on the Settlement Date, pay an amount in cash (rounded to the nearest U.S.$0.01, with
U.S.$0.005 rounded upwards) equal to the interest accrued and unpaid on the Notes validly tendered forpurchase by a Noteholder and accepted by the Offeror pursuant to the Offer from (and including) the2

immediately preceding interest payment date for the Notes to (but excluding) the Settlement Date, determinedat the rate specified in the terms and conditions of the Notes (the “Accrued Interest Payment”).
Notes purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror forthwith following the
Settlement Date pursuant to the terms and conditions of the Notes. Notes that are not successfully tendered
for purchase pursuant to the Offer will remain outstanding.
In the event of any dispute or controversy regarding the Purchase Price, the Purchase Consideration
and/or Accrued Interest Payment for any Note, the determination of the Offeror shall be conclusive andbinding, absent any manifest error.
Modified Dutch Auction Procedure
The Offer will be conducted through the Modified Dutch Auction Procedure, pursuant to which the Offeror
will determine, in its sole and absolute discretion, (A) the aggregate principal amount of the Notes that it will
accept for purchase pursuant to the Offer (the “Acceptance Amount”) and (B) the Purchase Price (expressedas an amount per U.S.$1,000 of the principal amount of the Notes tendered), taking into account the aggregate
principal amount of the Notes so tendered and the prices at which such Notes are so tendered (or deemed to
be tendered, as set out below).
The Purchase Price for the Notes shall:

not be less than U.S.$985 per U.S.$1,000 in principal amount of the Notes (the “Minimum Purchase
Price”);

not exceed U.S.$1,000 per U.S.$1,000 in principal amount of the Notes (the “Maximum Purchase
Price”); andbe an amount divisible by U.S.$1.00.

The Offeror may, in its sole and absolute discretion, amend the Minimum Purchase Price or the Maximum
Purchase Price.
Following the Expiration Deadline, and subject to the foregoing, the Offeror will determine the Purchase Pricein its sole and absolute discretion and will not accept for purchase any Notes tendered at prices greater than
the Purchase Price so determined in accordance with the Modified Dutch Auction Procedure.
Maximum Purchase Amount and the Acceptance Amount
The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The
acceptance for purchase by the Offeror of the Notes validly tendered pursuant to the Offer is at the sole andabsolute discretion of the Offeror and tenders may be rejected by the Offeror for any reason. It is the current
intention of the Offeror that the Maximum Purchase Amount will be U.S.$100,000,000 in principal amount of
the Notes.
If the Offeror decides to accept Notes validly tendered for purchase pursuant to the Offer, the AcceptanceAmount will be determined and announced by the Offeror, in its sole and absolute discretion, after the
Expiration Deadline.
However, the Offeror may, in its sole and absolute discretion, accept significantly more than or significantly
less than such amount, or to accept none of Notes, for purchase pursuant to the Offer. In addition, the Offerormay, in its sole and absolute discretion, reject or pro rata any Notes tendered or withdraw its invitation totender for the Notes at any time before any acceptance by it of the Offer.
Tender Instructions3

In order to participate in, and be eligible to receive the Purchase Consideration and Accrued Interest Payment
pursuant to the Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging tohave delivered on their behalf, a valid instruction in the form specified in the Tender Offer Memorandum (a“Tender Instruction”) that is received by the Tender and Information Agent via Euroclear Bank SA/NV or
Clearstream Banking S.A. (together, the “Clearing Systems”) by the Expiration Deadline, unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other intermediary through which
they hold Notes when such intermediary would need to receive instructions from a Noteholder in order forthat Noteholder to be able to participate in, or (in the limited circumstances in which revocation ispermitted) revoke their instruction to participate in the Offer by the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission
and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender
Offer Memorandum.
Tender Instructions, once validly tendered, will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount of U.S.$200,000 and may
thereafter be submitted in integral multiples of U.S.$1,000.
A separate Tender Instruction must be completed on behalf of each beneficial owner of the Notes due topotential pro-ration.
Tender Instructions may be submitted in the form of either a Competitive Offer or a Non-Competitive
Offer.
Competitive Offers
Noteholders may submit one or more Competitive Offers in respect of the Notes at or prior to the Expiration
Deadline, provided that the aggregate principal amount of the Notes that are the subject of these Competitive
Offers does not exceed the aggregate principal amount of the Notes that each such Noteholder holds.
Competitive Offers must specify:a purchase price for each U.S.$1,000 in principal amount of the Notes, in an amount divisible by
U.S.$1.00 (which is above the Minimum Purchase Price but does not exceed the Maximum Purchase
Price), that such holder would be willing to accept as the Purchase Price in respect of Notes that are thesubject of the particular Tender Instruction (the “Offer Price”); andthe principal amount of the Notes, in minimum denomination of U.S.$200,000 and in integral multiplesof U.S.$1,000 in excess thereof, that the relevant Noteholder is tendering at that Offer Price.

If a Competitive Offer specifies an Offer Price which exceeds the Maximum Purchase Price, such Competitive
Offer will not be valid and will be rejected by the Offeror.
If a Competitive Offer specifies an Offer Price that is not divisible by U.S.$1.00, such Offer Price will be
rounded up to the nearest number divisible by U.S.$1.00.
If the Offeror accepts a Competitive Offer (or Competitive Offers), the relevant Noteholder will receive thePurchase Price for the Notes. In respect of each Competitive Offer (or Competitive Offers) that is accepted,
the Offeror will pay the Purchase Price to each Noteholder whose Competitive Offer of Notes is accepted,
even if the Purchase Price is higher than the Offer Price specified by the tendering Noteholder in its Tender
Instruction. In the event that the Competitive Offers submitted at the Purchase Price (following acceptance of
all Non-Competitive Offers as described below under “Acceptance of Tender Instructions”) result in more

4

Notes being offered than the Acceptance Amount, such Competitive Offers will be accepted on a pro rata
basis, in accordance with “Acceptance of Tender Instructions” below.
Non-Competitive Offers
Alternatively, Noteholders may submit one or more Non-Competitive Offers in respect of the Notes at or
prior to the Expiration Deadline, provided that the aggregate principal amount of the Notes that are the subjectof these Non-Competitive Offers does not exceed the aggregate principal amount of the Notes that each such
Noteholder holds.
Non-Competitive Offers must specify the principal amount of the Notes, in minimum denomination of
U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof, that the relevant Noteholder istendering.
Tender Instructions that either (i) do not specify an Offer Price or (ii) specify an Offer Price below orequal to the Minimum Purchase Price will be treated as Non-Competitive Offers. Each NonCompetitive Offer, whether falling within (i) or (ii) above, will be deemed to have specified the
Minimum Purchase Price. If a Non-Competitive Offer specifies an Offer Price above the Minimum
Purchase Price, such Tender Instruction will be rejected.
The Offeror will accept all validly submitted Non-Competitive Offers if it accepts any Competitive Offers. If
the Offeror accepts a Non-Competitive Offer, the relevant Noteholder will receive the Purchase Price for theNotes, even if the Purchase Price is higher than the Offer Price specified by such Noteholder in its Tender
Instruction. In the event that the Non-Competitive Offers submitted result in more Notes being offered thanthe Acceptance Amount, such Non-Competitive Offers will be accepted on a pro rata basis, in accordance with“Acceptance of Tender Instructions” below.
Acceptance of Tender Instructions
Once the Offeror has determined the Purchase Price and the Acceptance Amount for the Notes, the Offeror will
accept Tender Instructions in the following order:all validly submitted Non-Competitive Offers will be accepted first, subject to possible pro-ration in theevent that Tender Instructions in respect of such Non-Competitive Offers have been submitted withrespect to a principal amount which is greater than the Acceptance Amount;

all validly submitted Competitive Offers that specify Offer Prices lower than the Purchase Price will be
accepted second; andall validly submitted Competitive Offers that specify Offer Prices equal to the Purchase Price will be
accepted third, subject to possible pro-ration in the event that Tender Instructions in respect of such
Competitive Offers which have been submitted, when aggregated with all Tender Instructions referred
to above and accepted for purchase, result in a principal amount which is greater than the AcceptanceAmount.

Such pro rata allocations will be calculated by multiplying the aggregate principal amount of the Notes
represented by each Tender Instruction subject to pro-ration by a factor (the “Scaling Factor”) equal to (i) the
Acceptance Amount less the aggregate principal amount of the Notes accepted for purchase not subject to proration, divided by (ii) the aggregate principal amount of the Notes validly tendered in the Offer that are subject
to pro-ration (subject to adjustment to allow for the aggregate principal amount of the Notes accepted forpurchase, following the rounding of tenders of Notes, to equal exactly the Acceptance Amount). Each tenderof Notes reduced in this manner will be rounded down to the nearest U.S.$1,000 in principal amount.
In the event of any scaling on a pro rata basis and such scaling would result in either (i) the Offeror accepting
Notes from the relevant Noteholder in an aggregate principal amount of less than U.S.$200,000, or (ii) the
principal amount of Notes not purchased and returned back to the relevant Noteholder being an aggregate5principal amount of less than U.S.$200,000, the Offeror may elect to accept or reject such Tender Instructions infull.
If the Offeror accepts tenders of Notes for purchase on a pro rata basis, Noteholders will only receive thePurchase Consideration and the Accrued Interest in respect of those Notes validly tendered and accepted forpurchase by the Offeror. All Notes not accepted as a result of pro-ration will be returned to Noteholders.
Notes offered for purchase at an Offer Price higher than the Purchase Price of the Notes, will not be acceptedpursuant to the Offer. The Offeror may elect not to purchase any Notes.
Other Offer(s) to Purchase the Notes
Whether or not the Offer is completed, the Offeror, the Keepwell Provider and their respective affiliates may,
to the extent permitted by applicable law, continue to acquire, from time to time, Notes other than pursuant to
the Offer. In particular, the Offeror has reserved the right to and will from time to time, consider subsequent
offer(s) to purchase the Notes (not purchased pursuant to the Offer) at any time following the conclusion of
the Offer. The purchase price for such subsequent offer(s) to purchase may be different to the Purchase Pricefor the Offer. Such subsequent offer(s) to purchase may or may not be conducted concurrently or at an
approximate time to an offering of new notes.
Expected Timetable
This is an indicative timetable and is subject to the right of the Offeror to extend, re-open, amend and/or
terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Events/Dates

Times and Dates

Commencement of the Offer

7 July 2023

Notice of the Offer to be delivered to the Clearing
Systems for communication to each person who isshown in the records of either Clearing System as aholder of the Notes (the “Direct Participants”) andannouncement of the Offer to be published on thewebsite of The Stock Exchange of Hong Kong Limited(the “Hong Kong Stock Exchange”) and posted on theOffer Website at https://deals.is.kroll.com/bsam.
The Tender Offer Memorandum is to be available (uponregistration) on the Offer Website, and from the Tenderand Information Agent, the contact details for which areon the last page of this announcement.
Expiration Deadline

4:00 p.m. (London time) on 20 July 2023

Final deadline for receipt of valid Tender Instructions by
the Tender and Information Agent in order for
Noteholders to be able to participate in the Offer.
Announcement of Results
Announcement of (i) whether the Offeror will accept
valid tenders of Notes pursuant to the Offer and, if so
accepted, (ii) the Acceptance Amount, the Purchase
Price and any Scaling Factor (if applicable), and (iii) the
aggregate principal amount of the Notes that will remain

6

As soon as practicable after the Expiration Deadline

outstanding after the Settlement Date, to be published on
the website of the Hong Kong Stock Exchange,
distributed through the relevant Clearing Systems andposted on the Offer Website.
Settlement Date of the Offer

On or about 25 July 2023

Expected settlement date for the Offer (for payment of
the Purchase Consideration and Accrued Interest
Payment).

The Offeror reserves the right to extend, re-open, amend, and/or terminate the terms and conditions of theOffer before any acceptance by it of the Offer and may, in its sole and absolute discretion, waive any of theconditions to the Offer either before or after such acceptance. Details of any such extension, re-opening,
amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon
as reasonably practicable after the relevant decision is made.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, andinformation on the procedures for participating in, the Offer.
Copies of any announcements, press releases and notices in connection with the Offer can be obtained uponrequest from the Tender and Information Agent and will be available via the Offer Website:
https://deals.is.kroll.com/bsam.
BOCI Asia Limited is acting as Dealer Manager for the Offer and Kroll Issuer Services Limited is acting as
Tender and Information Agent. For detailed terms of the Offer, please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Tender and Information Agent using thedetails below.
Should you have any questions in relation to delivery of Tender Instructions, please contact the Tender andInformation Agent at the contact details below.
Any questions concerning the terms of the Offer may be directed to the Dealer Manager.
THE DEALER MANAGER
BOCI Asia Limited
20/F, BOC Tower
1 Garden Road
CentralHong Kong
Telephone: +852 3988 6924
Attention: Head of DCM
Email: project.stellar2022@bocigroup.com

THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited

7

In London

In Hong Kong

The Shard

3rd Floor, Three Pacific Place

32 London Bridge Street

1 Queen’s Road East

London SE1 9SG

Admiralty

United Kingdom

Hong Kong

Telephone: +44 20 7704 0880 / +852 2281 0114
Attention: Mu-yen Lo / Jacek Kusion
Email: bsam@is.kroll.com
Offer Website: https://deals.is.kroll.com/bsam

DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement andthe Tender Offer Memorandum contain important information which should be read carefully before any
decision is made with respect to the Offer. If any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender Notes in the Offer. None of the Offeror, the Dealer Manager or the Tenderand Information Agent or any of their respective directors, employees or affiliates makes any recommendation
whether Noteholders should tender Notes in the Offer.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in theOffer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful
to make such invitation under applicable securities laws. The distribution of this announcement and the Tender
Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession thisannouncement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer
Manager and the Tender and Information Agent to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement or in the Tender Offer Memorandum constitutes an offer to sell
securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

By Order of the Board
Beijing State-Owned Assets Management(Hong Kong) Company Limited
Wang ShouyeManaging Director

Hong Kong, 7 July 2023
As at the date of this announcement, the directors of the Offeror comprise: Wang Shouye, Cui Liping and
Yue Peng.

8