Asia Standard International : Major Transaction in relation to Investment in the Guangzhou R&F Notes

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 عऎ਷ყණྠϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 129)

MAJOR TRANSACTION

IN RELATION TO

INVESTMENT IN THE GUANGZHOU R&F NOTES

A letter from the Board of Asia Standard International Group Limited (the ''Company'') is set out on pages 5 to 11 of this circular.

* For identification purposes only

24 February 2021

CONTENTS
Page
Definitions ..........................................................................	1
Letter from the Board ................................................................	4
Introduction .....................................................................	4
TheInvestment ..................................................................	5
Information on the 6.58% Guangzhou R&F Notes and details of the TRS Arrangements . . . .	5
FinancialeffectsoftheInvestment ..................................................	6
ReasonsforandbenefitsoftheInvestment ...........................................	6
Information on the Company, ASI Investor and ASH Investor . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ImplicationsundertheListingRules ................................................	8
Recommendation .................................................................	10
AdditionalInformation ............................................................	10

Appendix III -

Appendix I	- Financial information of the Group ....................................
Appendix II

11
-	Unaudited pro forma financial information of the Group ................	14
General information ..................................................	20

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

''6.58% Guangzhou R&F Notes''	the 6.58% notes due 2022 in the aggregate notional amount of
RMB4,000.0 million issued by Guangzhou R&F on 3 December
2018 with a maturity date of 4 December 2022
''Announcement''	the joint announcement dated 15 January 2021 made by the
Company, AO and ASH in relation to the Investment
''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 Investor''	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 the Shareholders, comprising AO, Mr.
Poon Jing and their respective associates who together held
684,865,276 Shares, representing approximately 51.892% of the
issued share capital of the Company, as at the date of the
Announcement
''ASI Investor''	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
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''Director(s)''

the director(s) of the Company, including the independent non-executive director(s)

''Emerald Bay''

Emerald Bay S.A., the issuer under the TRS Arrangements, which according to the base prospectus is a public limited liability company incorporated under the laws of the Grand Duchy of Luxembourg, a special purpose vehicle incorporated for the purpose of issuing asset backed securities and held by Stitching Emerald Bay, a foundation not owned or controlled by any person, and to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, both of which are Independent Third Parties

''Group''

the Company and its subsidiaries, including ASH Group

''Guangzhou R&F''

Guangzhou R&F Properties Co., Ltd.* (廣州富力地產股份有限公 司 ) (Stock Code: 2777), a joint stock limited company incorporated in the PRC with limited liability, the shares of which are listed on the Main Board

''Guangzhou R&F Notes''

the notes issued by Guangzhou R&F and/or its subsidiaries, including but not limited to the 6.58% Guangzhou R&F Notes

''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

''Investment''

the investments in the 6.58% Guangzhou R&F Notes by ASI Investor and ASH Investor under the respective TRS Arrangements, details of which please refer to the paragraph headed ''THE INVESTMENT'' under the section ''LETTER FROM THE BOARD'' of this circular

''Latest Practicable Date''

16 February 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

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