Asia Standard International : Discloseable Transaction in relation to Disposal of the Modern Land 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
LIMITED	GROUP LIMITED
滙漢控股有限公司*	泛海國際集團有限公司*
(Incorporated in Bermuda with limited liability)	(Incorporated in Bermuda with limited liability)
(Stock Code: 214)	(Stock Code: 129)

DISCLOSEABLE TRANSACTION

IN RELATION TO

DISPOSAL OF THE MODERN LAND NOTES

THE DISPOSAL

On 12 March 2021, AO Seller and ASI Seller disposed of the Modern Land Notes on the open market at a consideration (including unpaid interests accrued) of approximately US$2.3 million (equivalent to approximately HK$17.8 million) and approximately US$7.7 million (equivalent to approximately HK$59.7 million) respectively.

LISTING RULES IMPLICATIONS

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

THE DISPOSAL

On 12 March 2021, AO Seller and ASI Seller disposed of the Modern Land Notes in the notional amount of approximately US$2.2 million (equivalent to approximately HK$17.1 million) and approximately US$7.2 million (equivalent to approximately HK$55.9 million) respectively, on the open market, at a consideration (including unpaid interests accrued) of approximately US$2.3 million (equivalent to approximately HK$17.8 million) and approximately US$7.7 million (equivalent to approximately HK$59.7 million) respectively.

1

In view of the Disposal was conducted through the open market, AO and ASI are not aware of the identities of the purchasers of the Modern Land Notes. To the best of the knowledge, information and belief of AO Directors and ASI Directors having made all reasonable enquiries, the purchasers of the Modern Land Notes and their respective ultimate beneficial owners are Independent Third Parties of AO and ASI.

INFORMATION ON THE MODERN LAND NOTES

The Modern Land Notes are listed and quoted on the SGX-ST, details of which were disclosed in the Modern Land Announcements.

As at 30 September 2020, the carrying value of the Modern Land Notes as disposed of by AO Seller and ASI Seller under the Disposal was approximately HK$16.4 million and approximately HK$53.3 million. The net profits (both before and after taxation and extraordinary items) attributable to the Modern Land Notes as disposed of by AO Seller and ASI Seller under the Disposal was approximately HK$0.7 million and approximately HK$3.9 million for the financial year ended 31 March 2020 respectively.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Disposal forms part of the investing activities of AO Group and ASI Group, which was conducted in their ordinary and usual course of business. As part of their principal business, AO Group and ASI 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 Disposal will provide AO Group and ASI Group with an opportunity to realise their investments in the Modern Land Notes, and to re-allocate resources for other reinvestment opportunities when they arise.

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

FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS

As a result of the Disposal and subject to audit, it is expected that AO Group and ASI Group will record a gain before tax and before non-controlling interest of approximately HK$3.1 million and HK$2.4 million in the current financial year respectively. The gain represents the difference between the consideration and the cost of the Modern Land Notes as disposed of by AO Seller and ASI Seller under the Disposal, 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 and ASI Directors intend to apply the proceeds from the Disposal as general working capital and/or for other reinvestment opportunities when they arise.

2

INFORMATION ON AO, ASI, AO SELLER AND ASI 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 and securities investments. Through ASH, ASI Group is also involved in hotel operations.

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.

INFORMATION ON MODERN LAND

Modern Land (including its subsidiaries) is a property developer focusing on the development of green, energy-saving and eco-friendly residences in the PRC.

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), Modern Land and its ultimate beneficial owners are Independent Third Parties of AO and ASI.

LISTING RULES IMPLICATIONS

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

DEFINITIONS

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

"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

3

"AO Director(s)"	the director(s) of AO, including t he independent non-
	executive director(s)
"AO Group"	AO and its subsidiaries, including ASI G roup and ASH Group
"AO Seller"	Sunrich Holdings Limited, a company inc orporated in the
	British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of AO
"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
"ASI"	Asia Standard International Group Limited (St ock Code:
	129), an exempted company incorporated in Bermuda with
	limited liability, the issued shares of which are listed on the
	Main Board
"ASI Director(s)"	the director(s) of ASI, including	the independent non-
	executive director(s)
"ASI Group"	ASI and its subsidiaries, including ASH Group
"ASI Seller"	Techfull Properties Corp., a company i ncorporated in the
	British Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of ASI
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Disposal"	the disposal of the Modern Land Notes by AO Seller and ASI
	Seller on the open market on 12 March 2021, details of which
	please refer to the paragraph headed "THE DISPOSAL" of
	this joint announcement
"HK$"	Hong Kong Dollars
"Independent Third Party(ies)"	person(s) or company (ies) which is/are third party(ies)
	independent of AO or ASI (as the case may be) and their
	respective connected persons
"Listing Rules"	the Rules Governing the Listing of	Securities on the Stock
	Exchange
	4

"Main Board"	the Main Board of the Stock Exchange
"Modern Land"	Modern Land (China) Co., Limited (Sto ck Code: 1107), a
	company incorporated under the laws of the Cayman Islands
	with limited liability, whose shares are listed on the Main
	Board
"Modern Land Announcements"	the announcements of Modern Land dated 18 and 30 April
	2019 in relation to the issuance of the Modern Land Notes
"Modern Land Notes"	the 12.85% US$-denominated senior notes due 2021 issued
	by Modern Land on 25 April 2019 with the maturity date of
	25 October 2021, details of which were disclosed in the
	Modern Land Announcements
"Modern Land Securities"	the notes issued by Modern Land and/or its subsidiaries,
	including but not limited to the Modern Land Notes
"percentage ratio(s)"	has the same meaning ascribed to it under the Listing Rules
"PRC"	the People's Republic of China
"Previous Disposals"	the previous disposals of the Modern Land Securities by, on a
	non-consolidated and standalone basis, (i) AO Group, ASI
	Group and ASH Group in the aggregate notional amounts of
	approximately US$7.1 million (equivalent to approximately
	HK$55.0 million), approximately US$37.5 million
	(equivalent to approximately HK$290.7 million) and
	approximately US$39.3 million (equivalent to approximately
	HK$304.7 million) in March and April 2020 respectively; (ii)
	ASI Group in the aggregate notional amount of US$18.7
	million (equivalent to approximately HK$145.0 million)
	between 20 and 21 January 2021; (iii) ASI Group in the
	aggregate notional amount of US$2.0 million (equivalent to
	approximately HK$15.6 million) on 5 February 2021; (iv)
	ASI Group in the aggregate notional amount of US$8.0
	million (equivalent to approximately HK$62.2 million) on 16
	February 2021; and (v) AO Group and ASI Group in the
	aggregate notional amounts of approximately US$1.9 million
	(equivalent to approximately HK$14.8 million) and
	approximately US$5.6 million (equivalent to approximately
	HK$43.5 million) on 9 March 2021 respectively
"SGX-ST"	the Singapore Exchange Securities Trading Limited
	5