Asia Standard International : Discloseable Transaction in relation to Acquisitions of China Evergrande 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	ASIA STANDARD HOTEL
LIMITED	GROUP LIMITED	GROUP LIMITED
滙漢控股有限公司*	泛海國際集團有限公司*	泛海酒店集團有限公司*
(Incorporated in Bermuda	(Incorporated in Bermuda	(Incorporated in Bermuda
with limited liability)	with limited liability)	with limited liability)
(Stock Code: 214)	(Stock Code: 129)	(Stock Code: 292)

DISCLOSEABLE TRANSACTION

IN RELATION TO

ACQUISITIONS OF CHINA EVERGRANDE NOTES

THE ACQUISITIONS

On 25 September 2020, on the open market, ASI Acquirer and ASH Acquirer acquired the Securities at an aggregate consideration of approximately US$29.42 million (equivalent to approximately HK$229.48 million).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisitions, when aggregated with the Previous Acquisitions, exceeds 5% but is or are less than 25% for each of AO, ASI and ASH, the Acquisitions constitute a discloseable transaction for each of AO, ASI and ASH, and are 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 Previous Acquisitions were below 5% for each of AO, ASI and ASH, the Previous Acquisitions did not constitute a notifiable transaction for each of AO, ASI and ASH, and were therefore not 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 Acquisitions, when aggregated with the Previous Acquisitions and any other previous subscriptions and/or acquisitions of the China Evergrande Notes over the past 12 months by AO Group, ASI Group and ASH Group (as the case may be and on a non-consolidated and standalone basis), would still be classified as a major acquisition transaction for each of AO, ASI and ASH under Chapter 14 of the Listing Rules, and since each of AO, ASI and ASH had already complied with the major acquisition transaction requirements in respect of the Major Transaction Acquisitions, details of which are set out in the 26 March 2020 Announcement and the 22 May 2020 Circulars, each of AO, ASI and ASH is not required to reclassify the Acquisitions and the Previous Acquisitions by aggregating them with any other previous subscriptions and/or acquisitions of the China Evergrande Notes over the past 12 months by AO Group, ASI Group and ASH

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Group (as the case may be and on a non-consolidated and standalone basis) and the implications of the applicable percentage ratios in respect of the Acquisitions when aggregated with the Previous Acquisitions are determined on a standalone basis.

THE ACQUISITIONS

On 25 September 2020, on the open market, ASI Acquirer and ASH Acquirer acquired the Securities at an aggregate consideration of approximately US$29.42 million (equivalent to approximately HK$229.48 million). The terms of the Acquisitions are set out below:-

Purchaser	Notes acquired	Aggregate consideration
ASI Acquirer	11.5% China Evergrande Notes	approximately US$9.03 million
	Due 2023 in the aggregate	(equivalent	to	approximately
	notional amount of US$11 million	HK$70.43 million)
	12% China Evergrande Notes Due	approximately US$8.6 million
	2024 in the aggregate notional	(equivalent	to	approximately
	amount of US$10 million	HK$67.08 million)
ASH Acquirer	11.5% China Evergrande Notes	approximately US$11.79 million
	Due 2023 in the aggregate	(equivalent	to	approximately
	notional amount of US$15 million	HK$91.96 million)

The date of settlement of the Acquisitions is on 29 September 2020.

In view that the Acquisitions were conducted through the open market, AO, ASI and ASH are not aware of the identities of the vendors of the Securities. To the best of the knowledge, information and belief of AO Directors, ASI Directors and ASH Directors having made all reasonable enquiries, the vendors of the Securities and where applicable, their respective ultimate beneficial owners, are Independent Third Parties of AO, ASI and ASH.

INFORMATION ON THE SECURITIES

The Securities were issued by China Evergrande, and are listed and quoted on the SGX-ST, further particulars of which (e.g. interest rate and payment, ranking and option redemption) please refer to the 19 March 2020 Announcement.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The Acquisitions form part of the investing activities of ASI Group and ASH Group, which were conducted in their ordinary and usual course of business. ASI Group and ASH Group intend to fund the consideration for the Securities by their internal cash resources and banking facilities.

Having considered the respective terms of the Securities (including the relevant acquisition price(s), interest rate and maturity date) and the fact that the Acquisitions were conducted through the open market, AO Directors, ASI Directors and ASH Directors are of the view that the respective terms of the Securities and the Acquisitions are fair and reasonable and the Acquisitions are in the interests of AO, ASI and ASH and their respective shareholders as a whole.

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INFORMATION ON AO, ASI, ASH, ASI ACQUIRER AND ASH 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 in Hong Kong and the PRC and securities investments. Through ASH, ASI Group is also involved in hotel operations.

ASH is a limited liability company incorporated in Bermuda whose shares are listed on the Main Board. The principal activity of ASH is investment holding. The principal activities of the subsidiaries of ASH consist of holding and operating hotels, property development and 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.

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

INFORMATION ON CHINA EVERGRANDE

China Evergrande was founded in 1996 in Guangzhou City, Guangdong Province, the PRC and together with its subsidiaries, has established an overall industry layout leveraging in real estate development as its foundation, developing cultural tourism and health and wellbeing management industries as complementary pillars, and focusing in new energy vehicles as a lead growth driver. It is ranked 138th in the Fortune Global 500 in 2019.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisitions, when aggregated with the Previous Acquisitions, exceeds 5% but is or are less than 25% for each of AO, ASI and ASH, the Acquisitions constitute a discloseable transaction for each of AO, ASI and ASH, and are 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 Previous Acquisitions were below 5% for each of AO, ASI and ASH, the Previous Acquisitions did not constitute a notifiable transaction for each of AO, ASI and ASH, and were therefore not 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 Acquisitions, when aggregated with the Previous Acquisitions and any other previous subscriptions and/or acquisitions of the China Evergrande Notes over the past 12 months by AO Group, ASI Group and ASH Group (as the case may be and on a non-consolidated and standalone basis), would still be classified as a major acquisition transaction for each of AO, ASI and ASH under Chapter 14 of the Listing Rules, and since each of AO, ASI and ASH had already complied with the major acquisition transaction requirements in respect of the Major Transaction Acquisitions, details

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of which are set out in the 26 March 2020 Announcement and the 22 May 2020 Circulars, each of AO, ASI and ASH is not required to reclassify the Acquisitions and the Previous Acquisitions by aggregating them with any other previous subscriptions and/or acquisitions of the China Evergrande Notes over the past 12 months by AO Group, ASI Group and ASH Group (as the case may be and on a non-consolidated and standalone basis) and the implications of the applicable percentage ratios in respect of the Acquisitions when aggregated with the Previous Acquisitions are determined on a standalone basis .

DEFINITIONS

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

"11.5% China Evergrande	the 11.5% senior notes due 2023 in the aggregate notional amount
Notes Due 2023"	of US$1,000 million issued by China Evergrande, which will
	mature on 22 January 2023
"12% China Evergrande	the 12% senior notes due 2024 in the aggregate notional amount
Notes Due 2024"	of US$1,000 million issued by China Evergrande, which will
	mature on 22 January 2024
"22 May 2020 Circulars"	the circulars dated 22 May 2020 issued by each of AO, ASI
	and ASH in relation to the Major Transaction Acquisitions
"19 March 2020	the joint announcement of AO and ASI dated 19 March 2020
Announcement"
"26 March 2020	the joint announcement of AO, ASI and ASH dated 26 March
Announcement"	2020 in relation to the Major Transaction Acquisitions
"Acquisitions"	the acquisitions on 25 September 2020 on the open market (i) by
	ASH Acquirer in respect of the 11.5% China Evergrande Notes
	Due 2023 in the aggregate notional amount of US$15 million at
	the aggregate consideration of approximately US$11.79 million
	(equivalent to approximately HK$91.96 million) and (ii) by ASI
	Acquirer in respect of the 11.5% China Evergrande Notes Due
	2023 in the aggregate notional amount of US$11 million at the
	aggregate consideration of approximately US$9.03 million
	(equivalent to approximately HK$70.43 million) and the 12%
	China Evergrande Notes Due 2024 in the aggregate notional
	amount of US$10 million at the aggregate consideration of
	approximately US$8.6 million (equivalent to approximately
	HK$67.08 million)
"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 Directors"	directors of AO, including independent non-executive directors
"AO Group"	AO and its subsidiaries, including ASI Group and ASH Group
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