Asia Standard International : Major 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)
MAJOR	MAJOR	DISCLOSEABLE
TRANSACTION	TRANSACTION	TRANSACTION

IN RELATION TO

ACQUISITIONS OF CHINA EVERGRANDE NOTES

THE ACQUISITIONS

On 8 and 9 June 2021, ASI Acquirer acquired the USD Securities on the open market at an aggregate consideration (including unpaid interests accrued) of approximately US$41.1 million (equivalent to approximately HK$320.6 million).

On 8 and 9 June 2021, ASI Investor and ASH Investor invested in the RMB Securities at an aggregate consideration (including unpaid interests accrued) of approximately RMB3.3 million (equivalent to approximately HK$4.1 million) and approximately RMB12.1 million (equivalent to approximately HK$14.7 million) pursuant to the Note Purchase Agreements respectively.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisitions, when aggregated with the Previous Acquisitions, exceeds 25% but is or are less than 100% for each of AO and ASI, the Acquisitions constitute a major transaction for each of AO and ASI, and are therefore subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

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 ASH, the Acquisitions constitute a discloseable transaction for ASH, and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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Given that none of the AO Shareholders have a material interest in the Acquisitions, none of them would be required to abstain from voting if a general meeting of AO were to be convened to approve the Acquisitions. Pursuant to Rule 14.44 of the Listing Rules, AO had obtained a written approval from the AO Closely Allied Group (which together hold approximately 61.20% of the issued share capital of AO as at the date of this joint announcement) to approve the Acquisitions. Therefore, no general meeting of AO will be convened to approve the Acquisitions.

Given that none of the ASI Shareholders have a material interest in the Acquisitions, none of them would be required to abstain from voting if a general meeting of ASI were to be convened to approve the Acquisitions. Pursuant to Rule 14.44 of the Listing Rules, ASI had obtained a written approval from the ASI Closely Allied Group (which together hold approximately 51.892% of the issued share capital of ASI as at the date of this joint announcement) to approve the Acquisitions. Therefore, no general meeting of ASI will be convened to approve the Acquisitions.

DESPATCH OF CIRCULAR

A circular containing further information on the Acquisitions will be despatched to the AO Shareholders and the ASI Shareholders respectively as soon as practicable, which is expected to be on or before 5 July 2021.

THE ACQUISITIONS

On 8 and 9 June 2021, ASI Acquirer acquired the USD Securities on the open market at an aggregate consideration (including unpaid interests accrued) of approximately US$41.1million (equivalent to approximately HK$320.6 million). Details of which are set out below:

USD Securities acquired	Aggregate consideration (including unpaid
	interests accrued)

11.5% China Evergrande Notes Due 2022 in the aggregate notional amount of US$15.0 million

13% China Evergrande Notes Due 2022 in the notional amount of US$5.0 million

12% China Evergrande Notes Due 2023 in the aggregate notional amount of US$25.0 million

approximately US$14.1 million (equivalent to approximately HK$110.0 million)

approximately US$4.6 million (equivalent to approximately HK$35.9 million)

approximately US$22.4 million (equivalent to approximately HK$174.7 million)

The dates of settlement of the USD Securities acquired are on 10 or 11 June 2021 (as the case may be).

In view that the USD Securities acquired were conducted through the open market, AO and ASI are not aware of the identities of the vendors of the USD 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 USD Securities and where applicable, their respective ultimate beneficial owner(s), are Independent Third Parties.

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On 8 and 9 June 2021, ASI Investor and ASH Investor invested in the RMB Securities at an aggregate consideration (including unpaid interests accrued) of approximately RMB3.3 million (equivalent to approximately HK$4.1 million) and approximately RMB12.1 million (equivalent to approximately HK$14.7 million) pursuant to the Note Purchase Agreements respectively. Details of which are set out below:

Purchaser	Investment				Aggregate consideration	(including
						unpaid interests accrued)
ASI Investor	6.8%	China	Evergrande	approximately	RMB2.1	million
	Notes Due 2024 in the	(equivalent to approximately HK$2.5
	aggregate notional amount	million)
	of approximately RMB2.5
	million
	5.9%	China	Evergrande	approximately	RMB1.2	million
	Notes Due 2023 in the	(equivalent to approximately HK$1.5
	notional	amount	of	million)
	approximately	RMB1.5
	million
ASH Investor	6.8%	China	Evergrande	approximately	RMB12.1	million
	Notes Due 2024 in the	(equivalent to approximately HK$14.7
	aggregate notional amount	million)
	of		approximately

RMB14.1 million

5.9% China Evergrande Notes Due 2023 in the notional amount of RMB0.05 million

INFORMATION ON THE USD SECURITIES

approximately RMB0.04 million (equivalent to approximately HK$0.05 million)

The USD Securities were issued by China Evergrande or its subsidiaries, and are listed and quoted on the SGX-ST, further particulars of which (e.g. interest rate and payment, ranking and optional redemption) please refer to the 24 March 2020 Announcement and the 26 March 2020 Announcement.

INFORMATION ON THE RMB SECURITIES AND DETAILS OF THE TRS TRANSACTIONS

The 6.8% China Evergrande Notes Due 2024 bear interest at a rate of 6.8% per annum, payable in arrears on each anniversary of the issue date until the maturity date. The said notes are subject to a put option exercisable on 6 May 2022 and will mature on 6 May 2024, and are listed and quoted on the Shanghai Stock Exchange.

The 5.9% China Evergrande Notes Due 2023 bear interest at a rate of 5.9% per annum, payable in arrears on each anniversary of the issue date until the maturity date. The said notes are subject to a put option exercisable on 26 May 2022 and will mature on 26 May 2023, and are listed and quoted on the Shenzhen Stock Exchange.

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Given that the RMB Securities are the underlying reference notes of the TRS Transactions, ASI Investor and ASH Investor will not have actual ownership interest or any proprietary rights in such notes. Instead, ASI Investor and ASH Investor will hold the notes issued by Golden Sunflower under the TRS Transactions, the interest, interest payment dates and maturity dates of which are linked to that of the RMB Securities. Golden Sunflower shall, on the third business day following each total return payment date, pay interest to ASI Investor and ASH Investor. Pursuant to the Note Purchase Agreements, ASI Investor and ASH Investor shall not resell, transfer or otherwise dispose of the notes issued by Golden Sunflower unless the potential transferee has executed an agreement with CMBI in substantially the same form as the Note Purchase Agreements or such other form as may be specified by CMBI. ASI Investor and ASH Investor is also required to pay an annual management fee to CMBI pursuant to the Note Purchase Agreements.

Given that ASI Investor and ASH Investor will not have actual ownership interest or any proprietary rights in the RMB Securities, ASI Investor and ASH Investor have no direct claim to those notes or Evergrande Real Estate. ASI Investor and ASH Investor have no direct claim to CMBI Global either and will need to rely on the trustee of the notes issued by Golden Sunflower to enforce Golden Sunflower's rights against CMBI Global should CMBI Global fail to perform its obligations under the TRS Transactions. Besides, any default of CMBI Global's obligations under the TRS Transactions may adversely affect the payment under the notes issued by Golden Sunflower and cause significant loss to ASI Investor and ASH Investor. Nevertheless, taking into account that (i) the notes issued by Golden Sunflower are secured by a charge over the bank account maintained with the custodian bank as well as Golden Sunflower's rights, title and interest in and to the TRS Transactions, and (ii) CMBI Global is a subsidiary of China Merchants Bank, ASI Directors and ASH Directors are of the view that the credit risks with Golden Sunflower and CMBI Global arising from the TRS Transactions are not high.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

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

Further, given that the RMB Securities are issued and listed in the PRC, they are only available for purchase by qualified foreign institutional investors approved by the China Securities Regulatory Commission. Therefore, ASI Investor and ASH Investor acquired interest in such notes through the institutions which have the quotas.

Having considered the respective terms of the Acquisitions (including the relevant acquisition prices, consideration (which includes unpaid interests accrued on the relevant notes), interest rates and maturity dates of the relevant notes, etc.) and the fact that the Acquisitions was conducted through the open market, AO Directors, ASI Directors and ASH Directors are respectively of the view that the terms of the USD Securities and the RMB Securities are fair and reasonable and the Acquisitions are in the interests of AO, ASI, ASH and their respective shareholders as a whole.

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INFORMATION ON AO, ASI, ASH, ASI ACQUIRER, ASI INVESTOR AND ASH 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.

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.

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.

ASH Investor 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 152th in the Fortune Global 500 in 2020.

To the best of the knowledge, information and belief of AO Directors, ASI Directors and ASH Directors having made all reasonable enquiries (based on the information available to AO, ASI and ASH), China Evergrande and its ultimate beneficial owner(s) are Independent Third Parties.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Acquisitions, when aggregated with the Previous Acquisitions, exceeds 25% but is or are less than 100% for each of AO and ASI, the Acquisitions constitute a major transaction for each of AO and ASI, and are therefore subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

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