Asia Standard International : Discloseable Transaction in relation to Subscription for Golden Wheel Senior 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)

DISCLOSEABLE TRANSACTION

IN RELATION TO

SUBSCRIPTION FOR GOLDEN WHEEL SENIOR NOTES

THE SUBSCRIPTION

On 7 January 2021, ASI Subscriber and ASH Subscriber subscribed for the Golden Wheel Senior Notes in the notional amounts of US$10.0 million (equivalent to HK$78.0 million) and US$10.0 million (equivalent to HK$78.0 million) respectively.

LISTING RULES IMPLICATIONS

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

THE SUBSCRIPTION

On 7 January 2021, ASI Subscriber and ASH Subscriber subscribed for the Golden Wheel Senior Notes in the notional amounts of US$10.0 million (equivalent to HK$78.0 million) and US$10.0 million (equivalent to HK$78.0 million) at the aggregate consideration of approximately US$9.9 million (equivalent to approximately HK$77.2 million) and approximately US$9.9 million (equivalent to approximately HK$77.2 million) respectively.

The date of settlement of the Subscription was on 12 January 2021.

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INFORMATION ON THE GOLDEN WHEEL SENIOR NOTES

The Golden Wheel Senior Notes were issued by Golden Wheel and will bear interest at a rate of 14.25% per annum, payable semi-annually in arrears. The Golden Wheel Senior Notes are listed and quoted on the SGX-ST. Further particulars of the Golden Wheel Senior Notes (e.g. ranking, redemption and repurchase, etc.) are disclosed in the announcement of Golden Wheel dated 6 January 2021.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Subscription forms 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, ASI and ASH intend to fund the subscription prices under the Subscription by their internal cash resources.

Having considered the terms of the Golden Wheel Senior Notes (including the subscription prices, interest rate and maturity date), AO Directors, ASI Directors and ASH Directors are respectively of the view that the terms thereof are fair and reasonable and the Subscription is in the interests of AO, ASI, ASH and their respective shareholders as a whole.

INFORMATION ON AO, ASI, ASH, ASI SUBSCRIBER AND ASH SUBSCRIBER

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 Subscriber 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 Subscriber 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.

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INFORMATION ON GOLDEN WHEEL

Golden Wheel is an investment holding company, and together with its subsidiaries are principally engaged in property development, property leasing and hotel operation according to its interim report for the six months ended 30 June 2020.

To the best of the knowledge, information and belief of AO Directors, ASI Directors and ASH Directors having made all reasonable enquiries, Golden Wheel and its ultimate beneficial owners are Independent Third Parties of AO, ASI and ASH.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Subscription, when aggregated with the Previous Acquisitions, exceeds 5% but is or are less than 25% for each of AO, ASI and ASH, the Subscription constitutes a discloseable transaction for each of AO, ASI and ASH, 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
"AO Directors"	the directors of AO, including independent non-executive
	directors
"AO Group"	AO and its subsidiaries, including ASI Group and ASH
	Group
"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 Directors"	the directors of ASH, including independent non-executive
	directors
"ASH Group"	ASH and its subsidiaries
"ASH Subscriber"	Greatime Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirect wholly-
	owned subsidiary of ASH

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"ASI"	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
"ASI Directors"	the directors of ASI, including independent non-executive
	directors
"ASI Group"	ASI and its subsidiaries, including ASH Group
"ASI Subscriber "	Techfull Properties Corp., a company incorporated 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
"Golden Wheel"	Golden Wheel Tiandi Holdings Company Limited (Stock
	Code: 1232), a company incorporated in the Cayman Islands
	with limited liability, the issued shares of which are listed on
	the Main Board
"Golden Wheel Notes"	the notes issued by Golden Wheel and/or its subsidiary(ies)
	including but not limited to the Golden Wheel Senior Notes
"Golden Wheel Senior	the 14.25% senior notes due 2023 in the aggregate notional
Notes"	amount of US$85.0 million, which are to be consolidated and
	form a single class with the original 14.25% senior notes due
	2023 in the aggregate notional amount of US$170.0 million,
	issued by Golden Wheel and with a maturity date of 9 January
	2023, further details of which are disclosed in the
	announcement of Golden Wheel dated 6 January 2021
"HK$"	Hong Kong Dollars
"Independent Third	person(s) or company(ies) which is/are third party(ies)
Party(ies)"	independent of AO, ASI, ASH and their respective connected
	persons
"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

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