Chuang China Investments : DISCLOSEABLE TRANSACTION - ACQUISITION OF THE ZHENRO 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.

(Incorporated in Bermuda with limited liability)

I

DISCLOSEABLE TRANSACTION ACQUISITION OF THE ZHENRO NOTES

The Chuang's China Board and the Chuang's Consortium Board announce that on 24 March 2021, the Purchaser, an indirect wholly-owned subsidiary of Chuang's China, has acquired from the open market the Zhenro Notes with the principal amount of US$3.0 million (equivalent to approximately HK$23.3 million) at the consideration of approximately US$3.27 million (equivalent to approximately HK$25.4 million).

For Chuang's China, as one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Zhenro Notes Acquisition (when aggregated with the Previous Chuang's China Zhenro Notes Acquisitions) exceeds 5% (but is less than 25%), the Zhenro Notes Acquisition constitutes a discloseable transaction for Chuang's China under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

For Chuang's Consortium, as one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Zhenro Notes Acquisition (when aggregated with the Previous Chuang's Consortium Zhenro Notes Acquisitions) exceeds 5% (but is less than 25%), the Zhenro Notes Acquisition constitutes a discloseable transaction for Chuang's Consortium under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

INTRODUCTION

The Chuang's China Board and the Chuang's Consortium Board announce that on 24 March 2021, the Purchaser, an indirect wholly-owned subsidiary of Chuang's China, has acquired from the open market the Zhenro Notes with the principal amount of US$3.0 million (equivalent to approximately HK$23.3 million) at the consideration of approximately US$3.27 million (equivalent to approximately HK$25.4 million). The date of settlement for the consideration of the Zhenro Notes Acquisition is on 26 March 2021.

THE ZHENRO NOTES ACQUISITION

The principal terms of the Zhenro Notes Acquisition are summarized below:

Issuer:	Zhenro Properties Group Limited
Principal amount:	US$3.0 million (equivalent to approximately HK$23.3 million)
Consideration and date	The consideration is approximately US$3.27 million (equivalent
of settlement:	to approximately HK$25.4 million), being approximately
105.45% of the principal amount of the Zhenro Notes and
unpaid accrued interest, and the date of settlement is on 26
March 2021
Coupon:	9.15% per annum, payable semi-annually
Maturity date:	6 May 2023
Listing:	The Stock Exchange of Hong Kong Limited

The Chuang's China Group intends to fund the Zhenro Notes Acquisition from its internal resources and banking facilities.

As the Zhenro Notes Acquisition was conducted by the Purchaser from the open market through the Purchaser's security brokers (which are and whose beneficial owners are Independent Third Parties), the identities of the sellers of the Zhenro Notes cannot be ascertained. To the best knowledge, information and belief of the Chuang's China Board and the Chuang's Consortium Board and having made all reasonable enquiries, the sellers of the Zhenro Notes and their respective beneficial owners are Independent Third Parties.

In addition to the Zhenro Notes acquired pursuant to the Zhenro Notes Acquisition, the Chuang's China Group also held the Previous Chuang's China Zhenro Notes with maturity dates ranging from 2022 to 2023 with an aggregate principal amount of approximately US$5.0 million (equivalent to approximately HK$38.8 million). The Previous Chuang's China Zhenro Notes were acquired by the Chuang's China Group at an aggregate consideration of approximately US$5.1 million (equivalent to approximately HK$39.6 million at book cost). After the Zhenro Notes Acquisition, the Chuang's China Group holds an aggregate principal amount of approximately US$8.0 million (equivalent to approximately HK$62.1 million) notes issued by the Issuer.

In addition to the Zhenro Notes acquired pursuant to the Zhenro Notes Acquisition, the Chuang's Consortium Group also held the Previous Chuang's Consortium Zhenro Notes with maturity dates ranging from 2021 to 2023 with an aggregate principal amount of approximately US$10.0 million (equivalent to approximately HK$77.6 million). The Previous Chuang's Consortium Zhenro Notes were acquired by the Chuang's Consortium Group at an aggregate consideration of approximately US$10.1 million (equivalent to approximately HK$78.4 million at book cost). After the Zhenro Notes Acquisition, the Chuang's Consortium Group holds an aggregate principal amount of approximately US$13.0 million (equivalent to approximately HK$100.9 million) notes issued by the Issuer.

INFORMATION ON THE ISSUER

According to the public information available to the Chuang's China Board and the Chuang's Consortium Board, the Issuer is an investment holding company listed on the Main Board of the Stock Exchange and its subsidiaries are principally engaged in property development, property leasing and commercial property management.

As at the date of this joint announcement, to the best of the knowledge, information and belief of the Chuang's China Board and the Chuang's Consortium Board, having made all reasonable enquiries, the Issuer and their respective ultimate beneficial owners are Independent Third Parties.

INFORMATION ON CHUANG'S CHINA, CHUANG'S CHINA GROUP AND THE PURCHASER

Chuang's China is incorporated in Bermuda with limited liability and its shares are listed on the Main Board of the Stock Exchange (stock code: 298). Chuang's China is an indirect non-wholly-owned subsidiary of, and owned as to approximately 60.71% by, the Chuang's Consortium Group as at the date of this joint announcement.

The Chuang's China Group is principally engaged in property development, investment and trading, hotel operation and management, development and operation of cemetery, sales of goods and merchandises (including art pieces), and securities investment and trading.

The Purchaser is a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of Chuang's China. The principal activities of the Purchaser are securities investment and trading.

INFORMATION ON CHUANG'S CONSORTIUM AND CHUANG'S CONSORTIUM GROUP

Chuang's Consortium is incorporated in Bermuda with limited liability and its shares are listed on the Main Board of the Stock Exchange (stock code: 367).

The Chuang's Consortium Group is principally engaged in property development, investment and trading, hotel operation and management, development and operation of cemetery, manufacturing, sales and trading of goods and merchandises, securities investment and trading and money lending business.

As at the date of this joint announcement, the Chuang's Consortium Group holds approximately 60.71% of the total issued share capital of Chuang's China.

REASONS FOR AND BENEFITS OF THE ZHENRO NOTES ACQUISITION

The Zhenro Notes Acquisition forms part of the investment activities of the Chuang's China Group and the Chuang's Consortium Group, which is in their ordinary and usual course of business. The Chuang's China Board and the Chuang's Consortium Board consider that the Zhenro Notes Acquisition will provide the Chuang's China Group and the Chuang's Consortium Group, respectively with an opportunity to enhance income for their surplus cash amidst the prevailing low interest rate environment.

As the Zhenro Notes Acquisition was conducted through the open market, the Chuang's China Board and the Chuang's Consortium Board are of the opinion that the terms of the Zhenro Notes Acquisition are fair and reasonable and on normal commercial terms, and the Zhenro Notes Acquisition is in the interests of Chuang's China and Chuang's Consortium and their respective shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

For Chuang's China, as one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Zhenro Notes Acquisition (when aggregated with the Previous Chuang's China Zhenro Notes Acquisitions) exceeds 5% (but is less than 25%), the Zhenro Notes Acquisition constitutes a discloseable transaction for Chuang's China under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

For Chuang's Consortium, as one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Zhenro Notes Acquisition (when aggregated with the Previous Chuang's Consortium Zhenro Notes Acquisitions) exceeds 5% (but is less than 25%), the Zhenro Notes Acquisition constitutes a discloseable transaction for Chuang's Consortium under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

DEFINITIONS

''Chuang's China''	Chuang's China Investments Limited (莊士中國投資有限公
司), a company incorporated in Bermuda with limited
liability and its shares are listed on the Main Board of the
Stock Exchange (stock code: 298). As at the date of this
joint announcement, Chuang's China is owned as to
approximately 60.71% by the Chuang's Consortium Group
''Chuang's China Board''	the board of directors of Chuang's China
''Chuang's China Group''	Chuang's China and its subsidiaries
''Chuang's Consortium''	Chuang's Consortium International Limited (莊士機構國際
有限公司), a company incorporated in Bermuda with
limited liability, the shares of which are listed on the Main
Board of the Stock Exchange (stock code: 367)
''Chuang's Consortium	the board of directors of Chuang's Consortium
Board''
''Chuang's Consortium	Chuang's Consortium and its subsidiaries, including the
Group''	Chuang's China Group
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Third	any entity(ies) or person(s) which or who is/are not a
Party(ies)''	connected person of Chuang 's China or Chuang's
Consortium within the meaning ascribed thereto under the
Listing Rules
''Issuer''	Zhenro Properties Group Limited, a company incorporated
in the Cayman Islands with limited liability, the shares of
which are listed on the Main Board of the Stock Exchange
(stock code: 6158)
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
Exchange
''PRC''	The People's Republic of China
''Previous Chuang's China	8.7% senior notes due August 2022 in the principal amount
Zhenro Notes''	of US$2.0 million (equivalent to approximately HK$15.5
million) and 8.3% senior notes due September 2023 in the
principal amount of US$3.0 million (equivalent to
approximately HK$23.3 million) issued by the Issuer and
held by the Purchaser
''Previous Chuang's China	the subscriptions and acquisitions (as the case may be) of
Zhenro Notes	the Previous Chuang's China Zhenro Notes by the
Acquisitions''	Purchaser
''Previous Chuang's	5.95% senior notes due November 2021 in the principal
Consortium Zhenro Notes''	amount of US$2.0 million (equivalent to approximately
HK$15.5 million), 5.35% senior notes due January 2022 in
the principal amount of US$2.0 million (equivalent to
approximately HK$15.5 million) and 8.3% senior notes due
September 2023 in the principal amount of US$1.0 million
(equivalent to approximately HK$7.8 million) issued by the
Issuer and held by a wholly-owned subsidiary of Chuang's
Consortium and the Previous Chuang's China Zhenro Notes
''Previous Chuang's	the subscriptions and acquisitions (as the case may be) of
Consortium Zhenro Notes	the Previous Chuang's Consortium Zhenro Notes by a
Acquisitions''	wholly-owned subsidiary of Chuang's Consortium and the
Previous Chuang's China Zhenro Notes Acquisitions
''Purchaser''	Rich Joint Limited, a company incorporated in Hong Kong
with limited liability and an indirect wholly-owned
subsidiary of Chuang's China
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

''US$''	United States dollars, the lawful currency of the United
States of America
''Zhenro Notes''	9.15% senior notes due May 2023 issued by the Issuer
''Zhenro Notes Acquisition''	the acquisition of the Zhenro Notes in the principal amount
of US$3.0 million (equivalent to approximately HK$23.3
million) by the Purchaser from the open market on 24
March 2021
''%''	per cent

By order of the board of	By order of the board of
Chuang's Consortium International Limited	Chuang's China Investments Limited
Albert Chuang Ka Pun	Albert Chuang Ka Pun
Chairman and Managing Director	Chairman
Hong Kong, 24 March 2021

As at the date of this joint announcement, Mr. Albert Chuang Ka Pun, Mr. Richard Hung Ting Ho, Mr. Chong Ka Fung, Miss Ann Li Mee Sum, Mrs. Candy Kotewall Chuang Ka Wai, Mr. Geoffrey Chuang Ka Kam and Mr. Chan Chun Man are the executive directors of Chuang's Consortium, and Mr. Abraham Shek Lai Him, Mr. Fong Shing Kwong, Mr. Yau Chi Ming, Mr. David Chu Yu Lin and Mr. Tony Tse Wai Chuen are the independent non-executive directors of Chuang's Consortium.

As at the date of this joint announcement, Mr. Albert Chuang Ka Pun, Miss Ann Li Mee Sum, Mr. Chong Ka Fung, Mr. Sunny Pang Chun Kit, Mr. Geoffrey Chuang Ka Kam and Mr. Neville Charles Kotewall are the executive directors of Chuang's China, and Mr. Dominic Lai is the non-executive director of Chuang's China, and Mr. Abraham Shek Lai Him, Mr. Andrew Fan Chun Wah, Dr. Eddy Li Sau Hung and Dr. Ng Kit Chong are the independent non-executive directors of Chuang's China.

Unless otherwise stated, for the purpose of illustration only, amounts denominated in US$ in this joint announcement have been translated into HK$ at the rate of US$1.00 = HK$7.76. Such translation 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.