Asia Standard International : Major Transaction in relation to Disposals of the Kaisa Securities

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Standard International Group Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

ASIA STANDARD INTERNATIONAL GROUP LIMITED

泛海國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 129)

MAJOR TRANSACTION

IN RELATION TO

DISPOSALS OF THE KAISA SECURITIES

A letter from the Board of Asia Standard International Group Limited (the ''Company'') is set out on pages 4 to 8 of this circular.

• For identification purposes only

29 January 2021

	CONTENTS
		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
THE DISPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
INFORMATION ON THE KAISA SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
FINANCIAL EFFECTS OF THE DISPOSALS AND USE OF PROCEEDS . . . . . . . . . . . . . . . .	5
REASONS FOR AND BENEFITS OF THE DISPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
INFORMATION ON THE COMPANY, ASH, ASI SELLER AND ASH SELLER . . . . . . . . . .	6
INFORMATION ON KAISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
IMPLICATIONS UNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I	- FINANCIAL INFORMATION ON THE GROUP . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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DEFINITIONS

In this circular (including in the appendices), unless the context otherwise requires, the following expressions have the following meanings:

''Announcement''	the joint announcement made by the Company and AO dated 18
	December 2020 in relation to the Disposals
''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
''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
''ASH Seller''	Greatime Limited, a company incorporated in the British Virgin
	Islands with limited liability and an indirect wholly-owned
	subsidiary of ASH
''ASI Closely Allied Group''	a closely allied group of Shareholders comprising AO, Mr. Poon
	Jing and their respective associates who together are interested in
	684,865,276 Shares (representing approximately 51.892% of the
	issued share capital of the Company as at the date of the
	Announcement)
''ASI Seller''	Techfull Properties Corp., a company incorporated in the British
	Virgin Islands with limited liability and an indirect wholly-owned
	subsidiary of the Company
''associate(s)''	has the same meaning ascribed to it under the Listing Rules
''Board''	the board of Directors
''close associate(s)''	has the same meaning ascribed to it under the Listing Rules
''Company''	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
''connected person(s)''	has the same meaning ascribed to it under the Listing Rules
''controlling shareholder''	has the same meaning ascribed to it under the Listing Rules
''Director(s)''	the director(s) of the Company, including the independent non-
	executive director(s)

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	DEFINITIONS
''Disposals''	the disposals of the Kaisa Securities by ASI Seller and ASH Seller
	between 17 and 18 December 2020
''Group''	the Company and its subsidiaries, including ASH Group
''HK$''	Hong Kong Dollars
''Independent Third Party(ies)''	person(s) or company(ies) which is/are third party(ies)
	independent of the Company and its connected persons
''Kaisa''	Kaisa Group Holdings Ltd. (Stock Code: 1638), a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board
''Kaisa Announcements''	announcements of Kaisa dated 23 June 2017, 4 August 2017, 20
	September 2017 and 2 November 2017
''Kaisa Notes due 2022''	the 8.5% US$-denominated senior notes due 2022 issued by Kaisa,
	details of which are disclosed in the Kaisa Announcements
''Kaisa Notes due 2024''	the 9.375% US$-denominated senior notes due 2024 issued by
	Kaisa, details of which are disclosed in the Kaisa Announcements
''Kaisa Securities''	the Kaisa Notes due 2024 in the aggregate notional amount of
	approximately US$42.2 million (equivalent to approximately
	HK$329.2 million) and approximately US$20.6 million
	(equivalent to approximately HK$160.7 million) disposed of by
	ASI Seller and ASH Seller respectively under the Disposals
''Latest Practicable Date''	26 January 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Main Board''	the Main Board of the Stock Exchange
''percentage ratio(s)''	has the same meaning ascribed to it under the Listing Rules
''PRC'' or ''China''	the People's Republic of China
''Previous Disposals''	h a s t h e m e a n i n g a s d e f i n e d i n t h e p a r a g r a p h h e a d e d
	''INTRODUCTION'' under the section ''LETTER FROM THE
	BOARD'' of this circular
''SFO''	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)

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