NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED ORRESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDINGPUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THENORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICTOF COLUMBIA OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH ORDISTRIBUTE 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 thedistribution 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 byBeijing 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
U.S.$700,000,000 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 byBeijing 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”)

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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 15
November 2022 (the “Tender Offer Memorandum”), and upon the terms and subject to the conditions set
forth in the Tender Offer Memorandum, to tender their Notes for purchase by the Offeror for cash up to theMaximum Purchase Amount (as defined below). If the aggregate principal amount of the Notes tendered
exceeds the Maximum Purchase Amount (as defined below), then such tenders will be accepted on a pro rata
basis so that the aggregate principal amount of the Notes accepted for purchase equals the Maximum PurchaseAmount.
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to themin the Tender Offer Memorandum.
Description ofNotes

ISIN / Common
CodeIssuer / Offeror

Outstanding
Principal
Amount(1)Purchase
PriceMaximum
Purchase Amount

U.S.$700,000,000
4.125 per cent.
Notes due 2025(with the benefitof a keepwell andliquidity support
deed and a deed ofequity
interestpurchase
undertaking
providedbyBeijing
StateOwned
AssetsManagement Co.,
Ltd. 北京市國有XS1234958459

Beijing
StateOwned Assets
Management(HongKong)
Company
Limited 北京國

U.S.$700,000,000

100.10percent. of theprincipal
amount of theNotes(2)Expected to be
U.S.$100,000,000
in principal amountof the Notes (the“MaximumPurchaseAmount”).

/123495845

資(香港)有限公

However,theOfferor may, in its
sole and absolute
discretion, accept
significantly morethanorsignificantly lessthan such amount,or to accept none ofNotes, for purchasepursuant to theOffer.

司資產經營有限責任公司)

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 respect of Notes accepted for purchase by it pursuant to the Offer on the Settlement Date (as definedbelow).

Offer Period
The Offer will commence on 15 November 2022 and will end at 4:00 p.m. (London time) on 29 November
2022 (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 theOfferor.
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 Consideration and Accrued Interest Payment2

The Offeror will, on or about 2 December 2022 (the “Settlement Date”), pay for Notes validly tendered andaccepted by it for purchase pursuant to the Offer a cash amount (rounded to the nearest U.S.$0.01, withU.S.$0.005 rounded upwards) (a “Purchase Consideration”) equal to the product of (i) the aggregate
principal amount of the Notes of such Noteholder validly tendered and accepted for purchase from such
Noteholder pursuant to the Offer and (ii) the cash purchase price (expressed as a percentage of the principal
amount of the Notes), being 100.10 per cent. of the principal amount of the Notes.
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) theimmediately 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 theSettlement 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 Consideration and/or Accrued Interest
Payment for any Note, the determination of the Offeror shall be conclusive and binding, absent any manifest
error.
Acceptance of Notes Tendered and Scaling of Tenders of Notes
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
discretion of the Offeror and tenders may be rejected by the Offeror for any reason. It is the current intentionof the Offeror that the Maximum Purchase Amount will be U.S.$100,000,000 in principal amount of the Notes.
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.
If the aggregate principal amount of the Notes tendered exceeds the Maximum Purchase Amount, then suchtenders will be accepted on a pro rata basis so that the aggregate principal amount of the Notes accepted forpurchase equals the Maximum Purchase Amount.
If the Offeror decides to accept valid tenders of the Notes pursuant to the Offer for purchase on a pro ratabasis, each such valid tender of the Notes will be accepted for purchase pursuant to the Offer as scaled by afactor for the Notes (a “Scaling Factor”), equal to (i) the Maximum Purchase Amount, divided by (ii) theaggregate principal amount of the Notes that have been validly tendered (subject to adjustment to allow for
the aggregate principal amount of the Notes accepted for purchase, following the rounding of tenders of Notes,
to equal exactly the Maximum Purchase Amount).
Tender Instructions
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 for3

that 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 proration.
Expected Timetable
This is an indicative timetable and is subject to the right of the Offeror to extend, re-open, amend and/orterminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Events/Dates

Times and Dates

Commencement of the Offer

15 November 2022

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 29 November 2022

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 Maximum Purchase Amount, theaggregate principal amount of the Notes validlytendered for purchase and accepted for tender and any
Scaling Factor (if applicable), and (iii) the aggregate
principal amount of the Notes that will remain
outstanding after the Settlement Date, to be published on
the website of the Hong Kong Stock Exchange,

4

As soon as practicable after the Expiration Deadline

distributed through the relevant Clearing Systems andposted on the Offer Website.
Settlement Date of Offer

On or about 2 December 2022

Expected settlement date for the Offer (for payment ofthe Purchase Consideration and Accrued InterestPayment).
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 discretion, waive any of the conditions to
the Offer either before or after such acceptance. Details of any such extension, re-opening, amendment, waiveror 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 and UBS AG Hong Kong Branch are acting as Joint Dealer Managers for the Offer andKroll Issuer Services Limited is acting as Tender and Information Agent. For detailed terms of the Offer, pleaserefer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from theTender and Information Agent using the details 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 Joint Dealer Managers.
JOINT DEALER MANAGERS
BOCI Asia Limited

UBS AG Hong Kong Branch

20/F, BOC Tower

52/F, Two International Finance Centre

1 Garden Road

8 Finance StreetCentralCentral, Hong Kong

Hong Kong
Telephone: +852 3988 6311

Telephone: +852 2971 8888

Attention: Head of DCM

Attention: Global Banking
Email: ol-gb+-project-stellar-2022@ubs.com

Email: project.stellar2022@bocigroup.com

THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
In London
In Hong Kong
The Shard

3rd Floor, Three Pacific Place

32 London Bridge Street

1 Queen’s Road EastLondon SE1 9SG

Admiralty

United Kingdom

Hong Kong

5

Telephone: +44 20 7704 0880 / +852 2281 0114
Attention: Mu-yen Lo / Harry Ringrose
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 Joint Dealer Managers or theTender and 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 Joint Dealer
Managers 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, 15 November 2022
As at the date of this announcement, the directors of the Offeror comprise: Wang Shouye, Cui Liping andCheng Suning.

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