Asia Standard International : Discloseable Transaction in relation to Disposals of the Kaisa 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	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	DISCLOSEABLE	MAJOR
TRANSACTION	TRANSACTION	TRANSACTION

IN RELATION TO

DISPOSALS OF THE KAISA SECURITIES

THE DISPOSALS

Between 15 and 16 December 2020, the Kaisa Securities were disposed of on the open market at an aggregate consideration of approximately US$2.9 million (equivalent to approximately HK$22.6 million), approximately US$38.8 million (equivalent to approximately HK$302.6 million) and approximately US$14.6 million (equivalent to approximately HK$113.9 million) by AO Seller, ASI Seller and ASH Seller respectively.

LISTING RULES IMPLICATIONS

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

With respect to ASH, as one or more of the applicable percentage ratios in respect of the Disposals, after aggregation with the Previous Disposals, exceeds 25% but is or are less than 75%, the Disposals constitute a major transaction for ASH, and is therefore subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

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Given that none of the ASH Shareholders have a material interest in the Disposals, none of them would be required to abstain from voting if a general meeting of ASH were to be convened to approve the Disposals. Pursuant to Rule 14.44 of the Listing Rules, ASH had obtained a written approval from The Sai Group (which holds approximately 64.35% of the issued share capital of ASH as at the date of this joint announcement), to approve the Disposals. Therefore, no general meeting of ASH will be convened to approve the Disposals.

DESPATCH OF CIRCULAR

A circular containing further information on the Disposals will be despatched to the ASH Shareholders as soon as possible, which is expected to be on or before 8 January 2021.

THE DISPOSALS

Between 15 and 16 December 2020, the Kaisa Securities were disposed of on the open market at an aggregate consideration of approximately US$2.9 million (equivalent to approximately HK$22.6 million), approximately US$38.8 million (equivalent to approximately HK$302.6 million) and approximately US$14.6 million (equivalent to approximately HK$113.9 million) by AO Seller, ASI Seller and ASH Seller respectively.

In view that the Disposals were conducted through the open market, AO, ASI and ASH 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, ASI Directors and ASH Directors having made all reasonable enquiries, the purchasers of the Kaisa Securities and their respective ultimate beneficial owners are Independent Third Parties of AO, ASI and ASH.

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 held by each of AO Group, ASI Group and ASH Group under the Disposals were approximately HK$420.5 million, approximately HK$398.8 million and approximately HK$108.8 million respectively. The net profits (both before and after taxation) attributable to the Kaisa Securities which were disposed of by AO Group, ASI Group and ASH Group under the Disposals were approximately as follows:

	AO Group	ASI Group	ASH Group
For the financial year	HK$40.6 million	HK$38.5 million	HK$10.7 million
ended 31 March 2020
For the financial year	HK$42.0 million	HK$39.8 million	HK$10.7 million
ended 31 March 2019

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REASONS FOR AND BENEFITS OF THE DISPOSALS

The Disposals form part of the investing activities of AO Group, ASI Group and ASH Group, which are conducted in their ordinary and usual course of business. As part of their principal business, AO Group, ASI Group and ASH 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 Disposals will provide AO Group, ASI Group and ASH Group with an opportunity to realise their investments in the Kaisa Securities, and to re-allocate resources for other reinvestment opportunities when they arise.

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

FINANCIAL EFFECTS OF THE DISPOSALS AND USE OF PROCEEDS

As a result of the Disposals, it is expected that, on a consolidated basis, AO Group, ASI Group and ASH Group will record a gain before tax and before non-controlling interest of approximately HK$1.0 million, approximately HK$1.3 million and approximately HK$1.2 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 Group, ASI Group or ASH Group (as the case may be) under the Disposals, 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, ASI Directors and ASH Directors intend to apply the proceeds from the Disposals as general working capital and/or for other reinvestment opportunities when they arise.

INFORMATION ON AO, ASI, ASH, AO SELLER, ASI SELLER AND ASH SELLER

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 is also involved in hotel operations.

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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.

AO Seller 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 Seller 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 investment.

ASH Seller 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 investment.

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.

LISTING RULES IMPLICATIONS

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

With respect to ASH, as one or more of the applicable percentage ratios in respect of the Disposals, after aggregation with the Previous Disposals, exceeds 25% but is or are less than 75%, the Disposals constitute a major transaction for ASH, and is therefore subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

Given that none of the ASH Shareholders have a material interest in the Disposals, none of them would be required to abstain from voting if a general meeting of ASH were to be convened to approve the Disposals. Pursuant to Rule 14.44 of the Listing Rules, ASH had obtained a written approval from The Sai Group (which holds approximately 64.35% of the issued share capital of ASH as at the date of this joint announcement) to approve the Disposals. Therefore, no general meeting of ASH will be convened to approve the Disposals.

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