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北 京 京 城 機 電 股 份 有 限 公 司 Beijing Jingcheng Machinery

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北 京 京 城 機 電 股 份 有 限 公 司 Beijing Jingcheng Machinery THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Beijing Jingcheng Machinery Electric Company Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. 北京京城機電股份有限公司 Beijing Jingcheng Machinery Electric Company Limited (a joint stock limited company established in the People’s Republic of China) (Stock Code: 0187) (1) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES (2) CONNECTED TRANSACTION – PROPOSED SUBSCRIPTION OF A SHARES BY JINGCHENG MACHINERY ELECTRICITY (3) APPLICATION FOR WHITEWASH WAIVER AND (4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Independent Financial Adviser to the Independent Board Committee and Independent Shareholders Vinco Capital Limited A letter from the Board is set out on pages 5 to 31 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 32 to 33 of this circular. A letter from Vinco Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 34 to 80 of this circular The General Meeting will be held at the Company’s Conference Room, No. 2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing on 15 July 2019 at 9:30 a.m. Further details of the General Meeting are set out in the revised notice issued by the Company dated 31 May 2019. The A Shares Class Meeting will be held at the Company’s Conference Room, No. 2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing on 15 July 2019 at 10:30 a.m. Further details of the A Shares Class Meeting are set out in the notice issued by the Company dated 29 May 2019. The H Shares Class Meeting will be held at the Company’s Conference Room, No. 2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing on 15 July 2019 at 11:00 a.m. Further details of the H Shares Class Meeting are set out in the revised notice issued by the Company dated 31 May 2019. The respective revised proxy forms and reply slips for use at the General Meeting and the H Shares Class Meeting are despatched by the Company on 27 June 2019. Whether or not you intend to attend the above meetings, you are requested to complete the revised form of proxy for use at the above meetings in accordance with the instructions printed thereon and return the same to the business address of the Company at No. 2 Huo Xian Nan San Road, Huo Xian Town, Tongzhou District, Beijing, the PRC, or the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The completion and delivery of the revised form of proxy will not preclude you from attending and voting in person at the above meetings or any adjournment thereof if you so wish. 27 June 2019 CONTENTS Pages DEFINITIONS ...................................................... 1 LETTER FROM THE BOARD ........................................ 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ............... 32 LETTER FROM VINCO CAPITAL ..................................... 34 APPENDIX I – PROPOSAL FOR NON-PUBLIC ISSUANCE OF A SHARES. I-1 APPENDIX II – FEASIBILITY ANALYSIS REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUANCE OF A SHARES .............. II-1 APPENDIX III – EXPLANATION ON NO REQUIREMENT NEEDED FOR PREPARING THE REPORT ON THE USE OF THE PREVIOUS PROCEEDS ........ III-1 APPENDIX IV – SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2019-2021) ............... IV-1 APPENDIX V – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ................................ V-1 APPENDIX VI – PROPERTY VALUATION REPORT OF THE COMPANY . VI-1 APPENDIX VII – FINANCIAL INFORMATION OF THE GROUP........... VII-1 APPENDIX VIII – GENERAL INFORMATION...........................VIII-1 –i– DEFINITIONS In this circular, the following expressions have the following meanings unless the context requires otherwise: “A Shareholder(s)” holders of A Shares “A Share(s)” ordinary shares of the Company with a nominal value of RMB1.00 each, which are issued in the PRC, subscribed for in RMB and listed on the Shanghai Stock Exchange (stock code: 600860) “A Shares Class Meeting” the class meeting of A Shareholders “A Shares Subscription the subscription agreement entered into between the Agreement” Company and Jingcheng Machinery Electricity on 6 May 2019 in relation to the subscription of not more than 84,400,000 A Shares “acting in concert” has the meaning as defined in the Takeovers Code; and the term “concert parties” shall be construed accordingly “Announcement” the announcement dated 6 May 2019 issued by the Company in relation to, among other things, the Proposed A Shares Issue and the Whitewash Waiver “Articles of Association” the articles of association of the Company “associate(s)” has the meaning ascribed to it under the Listing Rules “Beijing SASAC” Beijing Municipal People’s Government State-owned Assets Supervision and Administration Commission “Beijing Tianhai” 北京天海工業有限公司 (Beijing Tianhai Industry Co., Ltd.), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of the Company “Benchmark Price” for illustration purpose only, RMB1.11 being the net asset value per Share attributable to the shareholders of ordinary shares of the parent company set out in the latest audited consolidated financial statements of the Company for the year ended 31 December 2018 “Board” the board of Directors of the Company “CSRC” China Securities and Regulatory Commission “Class Meetings” A Shares Class Meeting and H Shares Class Meeting –1– DEFINITIONS “Company” 北京京城機電股份有限公司 (Beijing Jingcheng Machinery Electric Company Limited), a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Main Board of the Stock Exchange and the Shanghai Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Director(s)” the director(s) of the Company “Executive” the Executive Director of the Corporate Finance Division of the SFC from time to time and any delegate of such Executive Director “General Meeting” a general meeting of the Company to be convened to consider, if thought fit, to approve, among others, the Proposed A Shares Issue, the Whitewash Waiver and the proposed amendments to the Articles of Association “Group” the Company and its subsidiaries “H Shareholder(s)” holder of H Shares “H Share(s)” overseas listed shares of the Company with a nominal value of RMB1.00 each, which are issued in Hong Kong, subscribed for in Hong Kong dollars and listed on the Main Board of the Stock Exchange (stock code: 00187) “H Shares Class Meeting” the class meeting of H Shareholders “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” the independent board committee of the Company comprising Ms. Wu Yan, Mr. Liu Ning, Mr. Yang Xiaohui and Mr. Fan Yong being all the independent non-executive Directors, which was formed in accordance with the Listing Rules and the Takeovers Code to advise the Independent Shareholders on the Proposed A Shares Issue, the Specific Mandate and the Whitewash Waiver –2– DEFINITIONS “Vinco Capital” or “Independent Vinco Capital Limited, a wholly-owned subsidiary of Financial Adviser” Vinco Financial Group Limited (Stock Code: 8340), a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser appointed by the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in relation to the Proposed A Shares Issue and the Whitewash Waiver “Independent Shareholders” the Shareholders other than (i) Jingcheng Machinery Electricity and its associates and concert parties; and (ii) the Shareholders who are involved in or interested in the Proposed A Shares Issue and/or the Whitewash Waiver “Issuance Date” the date of issuance of A Shares to the target subscriber pursuant to the Proposed A Shares Issue “Jingcheng Machinery 北京京城機電控股有限責任公司 (Beijing Jingcheng Electricity” Machinery Electric Holding Co., Ltd.*), a company incorporated in the PRC and holding 43.30% interest in the Company “Latest Practicable Date” 24 June 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information
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