Asia Orient : Discloseable Transaction in relation to (I) Disposal of Kaisa Securities and (II) Acquisition of HJ Shunze Securities

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

ASIA ORIENT HOLDINGS	ASIA STANDARD INTERNATIONAL
LIMITED	GROUP LIMITED
滙漢控股有限公司*	泛海國際集團有限公司*
(Incorporated in Bermuda with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock Code: 214)	(Stock Code: 129)

DISCLOSEABLE TRANSACTION

IN RELATION TO

1. 1. DISPOSAL OF KAISA SECURITIES AND
2. ACQUISITION OF HJ SHUNZE SECURITIES

THE DISPOSAL

Between 27 and 29 April 2021, the Kaisa Securities were disposed of on the open market at an aggregate consideration (including unpaid interests accrued) of approximately US$20.6 million (equivalent to approximately HK$159.9 million) and approximately US$84.5 million (equivalent to approximately HK$655.8 million) by AO Investor and ASI Investor respectively.

THE ACQUISITION

On 28 April 2021, ASI Investor acquired the HJ Shunze Securities on the open market at a consideration of approximately US$1.5 million (equivalent to approximately HK$11.6 million) (including unpaid interests accrued).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals, exceeds 5% but is or are less than 25% for each of AO and ASI, the Disposal constitutes a discloseable transaction for each of AO and ASI, and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As all of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals and any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group and ASI Group (on a non-consolidated and standalone basis), would still be classified as a major disposal transaction for each of AO and ASI under Chapter 14 of the Listing Rules, and since each of AO and ASI has complied with the major disposal transaction requirements in respect of the Major Transaction as set out in the 18 December 2020 Announcement and the 29 January 2021 Circulars, each of AO and ASI is not required to

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reclassify the Disposal and the Previous Disposals by aggregating them with any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group and ASI Group (on a non-consolidated and standalone basis) and the implications of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals are determined on a standalone basis.

As one or more of the applicable percentage ratios in respect of the Acquisition, when aggregated with Previous Acquisitions, exceeds 5% but is or are less than 25% for each of AO and ASI, the Acquisition constitutes a discloseable transaction for each of AO and ASI, and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE DISPOSAL

Between 27 and 29 April 2021, the Kaisa Securities were disposed of on the open market at an aggregate consideration (including unpaid interests accrued) of approximately US$20.6 million (equivalent to approximately HK$159.9 million) and approximately US$84.5 million (equivalent to approximately HK$655.8 million) by AO Investor and ASI Investor respectively.

In view that the Disposal was conducted through the open market, AO and ASI are not aware of the identities of the purchasers of the Kaisa Securities. To the best of the knowledge, information and belief of AO Directors and ASI Directors having made all reasonable enquiries, the purchasers of the Kaisa Securities and their respective ultimate beneficial owners are Independent Third Parties.

INFORMATION ON THE KAISA SECURITIES

The Kaisa Securities are listed and quoted on the SGX-ST.

As at 30 September 2020, the carrying value of the Kaisa Securities as disposed of by AO Group and ASI Group under the Disposal was approximately HK$146.3 million and approximately HK$601.8 million respectively. The net profits (both before and after taxation) attributable to the Kaisa Securities which were disposed of by AO Group and ASI Group under the Disposal were approximately as follows:

	AO Group	ASI Group
For the financial year ended 31	HK$71.5 million	HK$57.8 million
March 2020
For the financial year ended 31	HK$75.2 million	HK$60.4 million
March 2019

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Disposal forms part of the investing activities of AO Group and ASI Group, which was conducted in their ordinary and usual course of business. As part of their principal business, AO Group and ASI Group monitor the performance of their respective securities portfolios and make adjustments to them (with regard to the types and/or amounts of the securities held) from time to time.

The Disposal will provide AO Group and ASI Group with an opportunity to realise their

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investments in the Kaisa Securities, and to re-allocate resources for other reinvestment opportunities when they arise.

Having considered the terms of the Disposal (including but not limited to the disposal prices), AO Directors and ASI Directors respectively believe that such terms are fair and reasonable and the Disposal is in the interests of AO, ASI and their respective shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS

As a result of the Disposal, it is expected that AO Group and ASI Group will record a gain before tax and before non-controlling interest of approximately HK$5.4 million and approximately HK$5.2 million respectively in the current financial year. The gain represents the difference between the consideration and the cost of the Kaisa Securities as disposed of by AO Investor and ASI Investor (as the case may be) under the Disposal, less the incremental interest income from the difference between the yield and the coupon amortised to profit and loss in prior years, plus the written back of expected credit loss and the reversal of unrealised exchange loss recognised in prior years.

AO Directors and ASI Directors intend to apply the proceeds from the Disposal as general working capital and/or for other reinvestment opportunities when they arise.

THE ACQUISITION

On 28 April 2021, ASI Investor acquired the HJ Shunze Securities on the open market at a consideration of approximately US$1.5 million (equivalent to approximately HK$11.6 million) (including unpaid interests accrued).

The date of settlement of the Acquisition is on 30 April 2021.

In view that the Acquisition was conducted through the open market, AO and ASI are not aware of the identities of the vendors of the HJ Shunze Securities. To the best of the knowledge, information and belief of AO Directors and ASI Directors having made all reasonable enquiries (based on the information available to AO and ASI), the vendors of the HJ Shunze Securities and where applicable, their respective ultimate beneficial owners, are Independent Third Parties.

INFORMATION ON THE HJ SHUNZE SECURITIES

The HJ Shunze Securities were issued by HJ Shunze, and are listed and quoted on the SGX-ST, further particulars of which (e.g. interest rate and payment, ranking and redemption/repurchase) are set out in the 27 April 2021 Announcement.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Acquisition forms part of the investing activities of AO Group and ASI Group, which was conducted in their ordinary and usual course of business. AO Group and ASI Group intend to fund the Acquisition prices of the HJ Shunze Securities by their respective internal cash resources.

Having considered the terms of the HJ Shunze Securities (including the relevant Acquisition prices, interest rates and maturity date), AO Directors and ASI Directors are of the view that the terms of the HJ Shunze Securities are fair and reasonable and the Acquisition is in the interests of AO, ASI and their respective shareholders as a whole.

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INFORMATION ON AO, ASI, AO INVESTOR AND ASI INVESTOR

AO is a limited liability company incorporated in Bermuda whose shares are listed on the Main Board. AO Group is principally engaged in property management, development and investment, hotel operations and securities investments.

ASI is a limited liability company incorporated in Bermuda whose shares are listed on the Main Board. ASI Group is principally engaged in investment and development of commercial, retail and residential properties and securities investments. Through ASH, ASI Group is also involved in hotel operations.

AO Investor is a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of AO. As at the date hereof, it is principally engaged in securities investment.

ASI Investor is a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of ASI. As at the date hereof, it is principally engaged in securities investments.

INFORMATION ON KAISA

Kaisa is an investment holding company, and its subsidiaries are principally engaged in property development, property investment, property management, hotel and catering operations, cinema, department store and cultural centre operations, water-way passenger and cargo transportation and healthcare business in the PRC. To the best of the knowledge, information and belief of AO Directors and ASI Directors having made all reasonable enquiries (based on the information available to AO and ASI), Kaisa and its ultimate beneficial owners are Independent Third Parties.

INFORMATION ON HJ SHUNZE

HJ Shunze is a company incorporated in the British Virgin Islands with limited liability, which is an indirect wholly-owned subsidiary of the Parent Guarantor. HJ Shunze was established for the purpose of issuing the HJ Shunze Securities and on-lending proceeds to the Parent Guarantor or its subsidiaries or affiliates. As at the date hereof, the Parent Guarantor is principally engaged in property development, pharmaceutical and 3D bio-printing, modern services and other business.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals, exceeds 5% but is or are less than 25% for each of AO and ASI, the Disposal constitutes a discloseable transaction for each of AO and ASI, and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As all of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals and any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group and ASI Group (on a non-consolidated and standalone basis), would still be classified as a major disposal transaction for each of AO and ASI under Chapter 14 of the Listing Rules, and since each of AO and ASI has complied with the major disposal transaction requirements in respect of the Major Transaction as set out in the 18 December 2020 Announcement and the 29 January 2021 Circulars, each of AO and ASI is not required to reclassify the Disposal and the Previous Disposals by aggregating them with any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group and ASI Group (on a non-consolidated and standalone

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basis) and the implications of the applicable percentage ratios in respect of the Disposal, when aggregated with the Previous Disposals are determined on a standalone basis.

As one or more of the applicable percentage ratios in respect of the Acquisition, when aggregated with Previous Acquisitions, exceeds 5% but is or are less than 25% for each of AO and ASI, the Acquisition constitutes a discloseable transaction for each of AO and ASI, and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless the context otherwise requires, the following terms have the following meanings in this joint announcement:

"18 December 2020	the joint announcement of AO and ASI dated 18 December
Announcement"	2020
"29 January 2021 Circulars"	the circulars dated 29 January 2021 issued by each of AO and
	ASI in relation to the Major Transaction
"27 April 2021	the joint announcement of AO, ASI and ASH dated 27 April
Announcement"	2021 containing details of the HJ Shunze Securities
"Acquisition"	the acquisition of the HJ Shunze Securities on the open
	market by ASI Investor on 28 April 2021, details of which
	please refer to the paragraph headed "THE ACQUISITION"
	of this joint announcement
"AO"	Asia Orient Holdings Limited (Stock Code: 214), an
	exempted company incorporated in Bermuda with limited
	liability, the issued shares of which are listed on the Main
	Board
"AO Director(s)"	the director(s) of AO, including the independent
	non-executive director(s)
"AO Group"	AO and its subsidiaries, including ASI Group and ASH Group
"AO Investor"	Sunrich Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of AO
"ASH"	Asia Standard Hotel Group Limited (Stock Code: 292), an
	exempted company incorporated in Bermuda with limited
	liability, the issued shares of which are listed on the Main
	Board
"ASH Group"	ASH and its subsidiaries
"ASI"	Asia Standard International Group Limited (Stock Code: 129),
	an exempted company incorporated in Bermuda with limited
	liability, the issued shares of which are listed on the Main
	Board
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"ASI Director(s)"	the director(s) of ASI, including the independent
	non-executive director(s)
"ASI Group"	ASI and its subsidiaries, including ASH Group
"ASI Investor"	Techfull Properties Corp., a company incorporated in the
	British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of ASI
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Disposal"	the disposal of the Kaisa Securities by AO Investor and/or ASI
	Investor between 27 and 29 April 2021 (as the case may be),
	details of which please refer to the paragraph headed "THE
	DISPOSAL" of this joint announcement
"HJ Shunze"	Hejun Shunze Investment Co., Limited, a company
	incorporated in the British Virgin Islands with limited liability,
	an indirect wholly-owned subsidiary of the Parent Guarantor,
	and to the best of the knowledge, information and belief of
	AO Directors and ASI Directors having made all reasonable
	enquiries (based on the information available to AO and ASI),
	which and the ultimate beneficial owners of which are
	Independent Third Parties
"HJ Shunze Notes"	the notes issued by HJ Shunze and/or its subsidiaries
	including but not limited to the HJ Shunze Securities
"HJ Shunze Securities"	the 11% senior notes due 2022 issued by HJ Shunze under an
	indenture entered into among HJ Shunze, the Parent
	Guarantor and Citicorp International Limited (as trustee) in
	the notional amount of US$2 million (equivalent to
	approximately HK$15.5 million) acquired by ASI Investor
	under the Acquisition
"HK$"	Hong Kong Dollars
"Independent Third Party(ies)"	person(s) or company(ies) which is/are third party(ies)
	independent of AO and/or ASI (as the case may be) and their
	respective connected persons
"Kaisa"	Kaisa Group Holdings Ltd. (Stock Code: 1638), a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board
"Kaisa Announcements"	the announcements of Kaisa dated 23 June 2017, 4 August
	2017, 20 September 2017 and 2 November 2017
"Kaisa Notes"	the 9.375% US$-denominated senior notes due 2024 issued by
	Kaisa, details of which are disclosed in the Kaisa
	Announcements

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"Kaisa Securities"	the Kaisa Notes in an aggregate notional amount of
	approximately US$20.2 million (equivalent to approximately
	HK$156.8 million) and US$83.0 million (equivalent to
	approximately HK$644.2 million) disposed of by AO Investor
	and ASI Investor respectively under the Disposal
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Main Board"	the Main Board of the Stock Exchange
"Major Transaction"	as the case may be, the previous disposals of the Kaisa Notes,
	on a non-consolidated and standalone basis, between 17 and
	18 December 2020 by AO Group and ASI Group, details of
	which are disclosed in the 18 December 2020 Announcement
	and the 29 January 2021 Circulars
"Parent Guarantor"	Sichuan Languang Development Co., Ltd., a company
	incorporated in the PRC with limited liability whose shares
	are listed on the Shanghai Stock Exchange (Stock Code:
	600466.SH), and to the best of the knowledge, information
	and belief of AO Directors and ASI Directors having made all
	reasonable enquiries (based on the information available to
	AO and ASI), which and the ultimate beneficial owners of
	which are Independent Third Parties
"percentage ratio(s)"	has the same meaning ascribed to it under the Listing Rules
"PRC"	the People's Republic of China
"Previous Acquisitions"	the acquisitions of the HJ Shunze Notes, on a
	non-consolidated and standalone basis, by ASI Group and
	ASH Group on the open market in the aggregate notional
	amount of US$15.5 million (equivalent to approximately
	HK$120.3 million) and US$7.5 million (equivalent to
	approximately HK$58.2 million) respectively on 23 and 26
	April 2021

"Previous Disposals"the previous disposals of the Kaisa Notes, on a non-consolidated and standalone basis, (A) by ASI Group in the aggregate notional amount of approximately US$38.4 million (equivalent to approximately HK$299.5 million) between 21 December 2020 and 4 January 2021; (B) by ASH Group in the aggregate notional amount of approximately US$10.6 million (equivalent to approximately HK$82.7 million) on 4 January 2021; (C) by ASI Group in the aggregate notional amount of US$10.0 million (equivalent to approximately HK$77.5 million) on 18 and 22 February 2021;

1. by ASI Group in the aggregate notional amount of US$15.0 million (equivalent to approximately HK$116.4 million) on 25 February 2021; (E) by AO Group, ASI Group and ASH Group in the aggregate notional amount of US$5.0

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	million	(equivalent	to approximately HK$38.8 million),
	US$20.0 million (equivalent to approximately HK$155.3
	million) and US$45.0 million (equivalent to approximately
	HK$349.4 million) between 18 and 19 March 2021
	respectively; (F) by ASH Group in the aggregate notional
	amount of approximately US$17.3 million (equivalent to
	approximately HK$134.3 million) between 22 and 23 March
	2021; (G) by ASH Group in the notional amount of US$20.0
	million (equivalent to approximately HK$155.4 million) on
	25 March 2021; and (H) by ASI Group and ASH Group in the
	aggregate notional amount of approximately US$4.2 million
	(equivalent to approximately HK$32.6 million) and
	approximately US$7.0 million (equivalent to approximately
	HK$54.3	million)	between 22 and 23 April 2021
	respectively
"SGX-ST"	the Singapore Exchange Securities Trading Limited
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"US$"	United States Dollars
"%"	per cent

In this joint announcement, amounts denominated in US$ are converted into HK$ at the rate of US$1.00 = HK$7.761 to HK$7.7625 respectively. Such conversion rate is for illustration purpose only and should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate or at all.

By Order of the Board of	By Order of the Board of
Asia Orient	Asia Standard International
Holdings Limited	Group Limited
Fung Siu To, Clement	Fung Siu To, Clement
Chairman	Chairman
Hong Kong, 30 April 2021
As at the date of this joint announcement,

1. the executive directors of AO are Mr. Fung Siu To, Clement, Mr. Poon Jing, Mr. Poon Hai, Mr. Poon Yeung, Roderick, Mr. Lun Pui Kan and Mr. Kwan Po Lam, Phileas and the independent non-executive directors of AO are Mr. Cheung Kwok Wah, Mr. Leung Wai Keung and Mr. Wong Chi Keung; and
2. the executive directors of ASI are Mr. Fung Siu To, Clement, Mr. Poon Jing, Mr. Poon Hai, Mr. Poon Yeung, Roderick, Mr. Lun Pui Kan and Mr. Kwan Po Lam, Phileas and the independent non-executive directors of ASI are Mr. Koon Bok Ming, Alan, Mr. Leung Wai Keung and Mr. Wong Chi Keung.

• For identification purpose only

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