Asia Standard International : Discloseable Transaction in relation to Acquisition of Golden Wheel Senior Notes

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

ACQUISITION OF GOLDEN WHEEL SENIOR NOTES

THE ACQUISITION

On 5 May 2021, AO Acquirer and ASI Acquirer acquired the Golden Wheel Senior Notes on the open market at a consideration (including unpaid interests accrued) of approximately US$10.0 million (equivalent to approximately HK$77.7 million) and approximately US$4.6 million (equivalent to approximately HK$35.7 million) respectively.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisition, when aggregated with the 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 ACQUISITION

On 5 May 2021, AO Acquirer and ASI Acquirer acquired the Golden Wheel Senior Notes on the open market at a consideration (including unpaid interests accrued) of approximately US$10.0 million (equivalent to approximately HK$77.7 million) and approximately US$4.6 million (equivalent to approximately HK$35.7 million) respectively.

The date of settlement of the Acquisition is on 7 May 2021.

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In view that the Acquisition was conducted through the open market, AO and ASI are not aware of the identity of the vendors of the Golden Wheel Senior Notes. To the best of the knowledge, information and belief of the AO Directors and ASI Directors, having made all reasonable enquiries (based on the information available to AO and ASI), the vendors of the Golden Wheel Senior Notes and their respective ultimate beneficial owner(s) are Independent Third Parties.

INFORMATION ON THE GOLDEN WHEEL SENIOR NOTES

The Golden Wheel Senior Notes are listed and quoted on the SGX-ST, further particulars of which (e.g. interest rates and payment, ranking, redemption and repurchase, etc.) are disclosed in the announcements of Golden Wheel dated 7 January 2020 and 6 January 2021.

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 Golden Wheel Senior Notes by their respective internal cash resources.

Having considered the terms of the Golden Wheel Senior Notes (including the acquisition prices, interest rates and maturity dates), AO Directors and ASI Directors are of the view that the terms thereof are fair and reasonable and the Acquisition is in the interests of AO, ASI and their respective shareholders as a whole.

INFORMATION ON AO, ASI, AO ACQUIRER AND ASI ACQUIRER

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 Acquirer 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 investments.

ASI Acquirer 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 GOLDEN WHEEL

Golden Wheel is an investment holding company, and together with its subsidiaries are principally engaged in the property development, property leasing and hotel operation according to its annual report for the year ended 31 December 2020.

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), Golden Wheel and its ultimate beneficial owners are Independent Third Parties.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisition, when aggregated with the 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:

"12.95% Golden Wheel	the 12.95% senior notes due 2022 issued by Golden Wheel in the
Senior Notes"	notional amount of US$200 million with a maturity date of 14
	March 2022, further details of which are disclosed in the
	announcement of Golden Wheel dated 7 January 2020
"14.25% Golden Wheel	the 14.25% senior notes due 2023 in the aggregate notional
Senior Notes"	amount of US$85 million, which are to be consolidated and form
	a single class with the original 14.25% senior notes due 2023 in
	the aggregate notional amount of US$170 million, issued by
	Golden Wheel with a maturity date of 9 January 2023, further
	details of which are disclosed in the announcement of Golden
	Wheel dated 6 January 2021
"Acquisition"	the acquisition on the open market (i) by AO Acquirer in respect
	of the 14.25% Golden Wheel Senior Notes in the notional amount
	of US$10.5 million (equivalent to approximately HK$81.6
	million) at the consideration of approximately US$10.0 million
	(equivalent to approximately HK$77.7 million) and (ii) by ASI
	Acquirer in respect of the 12.95% Golden Wheel Senior Notes in
	the notional amount of US$5.0 million (equivalent to
	approximately HK$38.8 million) at the consideration of
	approximately US$4.6 million (equivalent to approximately
	HK$35.7 million) on 5 May 2021
"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 Acquirer"	Sunrich Holdings Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirect wholly-owned
	subsidiary of AO
"AO Director(s)"	the director(s) of AO, including the independent non-executive
	director(s)

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"AO Group"	AO and its subsidiaries, including ASI Group and ASH Group
"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
"ASI Acquirer"	Techfull Properties Corp., a company incorporated in the British
	Virgin Islands with limited liability and an indirect wholly-
	owned subsidiary of ASI
"ASI Director(s)"	the director(s) of ASI, including the independent non-executive
	director(s)
"ASI Group"	ASI and its subsidiaries, including ASH Group
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Golden Wheel"	Golden Wheel Tiandi Holdings Company Limited (Stock Code:
	1232), a company incorporated in the Cayman Islands with
	limited liability, the issued shares of which are listed on the
	Main Board
"Golden Wheel Notes"	the notes issued by Golden Wheel and/or its subsidiary(ies)
	including but not limited to the Golden Wheel Senior Notes
"Golden Wheel Senior	the 12.95% Golden Wheel Senior Notes and the 14.25% Golden
Notes"	Wheel Senior Notes (as the case may be)
"HK$"	Hong Kong Dollars
"Independent Third	person(s) or company(ies) which is/are third party(ies)
Party(ies)"	independent of AO and/or ASI (as the case may be) and their
	respective connected persons
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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"Main Board"	the Main Board of the Stock Exchange
"percentage ratio(s)"	has the same meaning ascribed to it under the Listing Rules
"Previous Acquisitions"	as the case may be and on a non-consolidated and standalone
	basis, the previous acquisitions and/or subscriptions of the
	Golden Wheel Notes, by (i) AO Group, ASI Group and ASH
	Group in the notional amount of US$10.0 million (equivalent to
	HK$77.5 million), US$10.0 million (equivalent to HK$77.5
	million) and US$10.0 million (equivalent to HK$77.5 million)
	on 29 June 2020 respectively; (ii) ASI Group and ASH Group in
	the notional amount of US$10.0 million (equivalent to HK$78.0
	million) and US$10.0 million (equivalent to HK$78.0 million)
	on 7 January 2021 respectively; and (iii) AO Group in the
	aggregate notional amount of US$8.0 million (equivalent to
	approximately HK$62.3 million) on 29 and 30 April 2021
"SGX-ST"	the Singapore Exchange Securities Trading Limited
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"US$"	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$7.7685. 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 Holdings Limited	Asia Standard International Group Limited
Fung Siu To, Clement	Fung Siu To, Clement
Chairman	Chairman
Hong Kong, 7 May 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

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