Beijing Energy International (686) Announces Major and Continuing Connected Transactions Through New Framework Agreements

Bulletin Express
11/01

Beijing Energy International (686) disclosed the signing of two new framework agreements covering financial services and finance lease business. The 2023-2025 Financial Services Framework Agreement will expire on 31 December 2025, and the 2022-2025 Finance Lease Business Framework Agreement will lapse on 30 November 2025. Consequently, the company and BEH Finance entered into a 2026-2028 Financial Services Framework Agreement, while the company and Beijing Jingneng Leasing entered into a 2025-2028 Finance Lease Business Framework Agreement.

Under the 2026-2028 Financial Services Framework Agreement, BEH Finance will provide deposit services capped at a daily balance of up to RMB9 billion by 2028, alongside loan offerings and other financial services. Since the deposit services exceed 25% of the company’s highest applicable percentage ratio, they constitute a major transaction and require independent shareholders’ approval. The loan services remain on normal commercial terms without asset pledges, thus exempt from those approval requirements. Meanwhile, other financial services between the parties are subject to reporting and annual review but do not require independent shareholders’ approval.

The 2025-2028 Finance Lease Business Framework Agreement covers direct lease and sales-leaseback arrangements. Direct leasing is recognized as an asset acquisition for the group’s projects, exceeding 100% of its highest applicable percentage ratio and deemed a very substantial acquisition. The sales-leaseback transactions involve financial assistance and transfer of legal ownership, surpassing 75% of the applicable ratio and resulting in a very substantial disposal. Both categories require independent shareholders’ approval and adherence to reporting and circular requirements.

A special general meeting is planned where shareholders with material interests—BEH, BEH Finance, and Beijing Jingneng Leasing—will abstain from voting. An independent board committee with all of the company’s independent non-executive directors has been formed to review relevant transactions, and an independent financial adviser has been appointed to provide a fairness opinion. Detailed information and a circular are expected to be dispatched to shareholders on or before 28 November 2025.

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