Asia Standard International : Voluntary Announcement in relation to Disposals of the Kaisa Securities

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)
VOLUNTARY	VOLUNTARY	DISCLOSEABLE
ANNOUNCEMENT	ANNOUNCEMENT	TRANSACTION

IN RELATION TO

DISPOSALS OF THE KAISA SECURITIES

THE DISPOSALS

On 4 January 2021, the Kaisa Securities were disposed of on the open market at an aggregate consideration of approximately US$10.3 million (equivalent to approximately HK$80.3 million) by ASH Seller.

LISTING RULES IMPLICATIONS

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

As all of the applicable percentage ratios in respect of the Disposals, when aggregated with the Previous Disposals, are below 5% for each of AO and ASI, the Disposals do not constitute a notifiable transaction for each of AO and ASI under Chapter 14 of the Listing Rules.

As all of the applicable percentage ratios in respect of the Disposals, when aggregated with the Previous Disposals and any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group, ASI Group and ASH Group (on a non-consolidated and standalone basis), would still be classified as a major disposal transaction for each of AO, ASI and ASH under Chapter 14 of the Listing Rules, and since each of AO, ASI and ASH has complied with

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the major disposal transaction requirements in respect of the Major Transaction as set out in the 16 December 2020 Announcement and the 18 December 2020 Announcement, each of AO, ASI and ASH is not required to reclassify the Disposals and the Previous Disposals by aggregating them with any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group, ASI Group and ASH Group (on a non-consolidated and standalone basis) and the implications of the applicable percentage ratios in respect of the Disposals and the Previous Disposals are determined on a standalone basis.

THE DISPOSALS

On 4 January 2021, the Kaisa Securities were disposed of on the open market at an aggregate consideration of approximately US$10.3 million (equivalent to approximately HK$80.3 million) by ASH Seller.

In view that the Disposals were conducted through the open market, ASH is not aware of the identities of the purchasers of the Kaisa Securities. To the best of the knowledge, information and belief of ASH Directors having made all reasonable enquiries, the purchasers of the Kaisa Securities and their respective ultimate beneficial owners are Independent Third Parties.

INFORMATION ON THE KAISA SECURITIES

The Kaisa Securities are listed and quoted on the SGX-ST.

As at 30 September 2020, the carrying value of the Kaisa Securities held by ASH Group under the Disposals were approximately HK$76.7 million. The net profits (both before and after taxation) attributable to the Kaisa Securities which were disposed of by ASH Group under the Disposals were approximately HK$7.6 million and approximately HK$7.6 million for the financial years ended 31 March 2019 and 2020 respectively.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Disposals form part of the investing activities of ASH Group, which are conducted in its ordinary and usual course of business. As part of its principal business, ASH Group monitors the performance of its securities portfolios and makes adjustments to them (with regard to the types and/or amounts of the securities held) from time to time.

The Disposals will provide ASH Group with an opportunity to realise its investments in the Kaisa Securities, and to re-allocate resources for other reinvestment opportunities when they arise.

Having considered the terms of the Disposals (including but not limited to the disposal prices), ASH Directors believe that such terms are fair and reasonable and the Disposals are in the interests of ASH and its shareholders as a whole.

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FINANCIAL EFFECTS OF THE DISPOSALS AND USE OF PROCEEDS

As a result of the Disposals, it is expected that ASH Group will record a gain before tax and before non-controlling interest of approximately HK$0.9 million in the current financial year. The gain represents the difference between the consideration and the cost of the Kaisa Securities as disposed of by ASH Group under the Disposals, 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.

ASH Directors intend to apply the proceeds from the Disposals as general working capital and/or for other reinvestment opportunities when they arise.

INFORMATION ON AO, ASI, ASH AND ASH 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 in Hong Kong and the PRC 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.

ASH Seller 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 investment.

INFORMATION ON KAISA

Kaisa is an investment holding company, and its subsidiaries are principally engaged in property development, property investment, property management, hotel and catering operations, cinema, department store and cultural centre operations, water-way passenger and cargo transportation and healthcare business in the PRC.

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LISTING RULES IMPLICATIONS

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

As all of the applicable percentage ratios in respect of the Disposals, when aggregated with the Previous Disposals, are below 5% for each of AO and ASI, the Disposals do not constitute a notifiable transaction for each of AO and ASI under Chapter 14 of the Listing Rules.

As all of the applicable percentage ratios in respect of the Disposals, when aggregated with the Previous Disposals and any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group, ASI Group and ASH Group (on a non-consolidated and standalone basis), would still be classified as a major disposal transaction for each of AO, ASI and ASH under Chapter 14 of the Listing Rules, and since each of AO, ASI and ASH has complied with the major disposal transaction requirements in respect of the Major Transaction as set out in the 16 December 2020 Announcement and the 18 December 2020 Announcement, each of AO, ASI and ASH is not required to reclassify the Disposals and the Previous Disposals by aggregating them with any other previous disposals over the past 12 months of the notes issued by Kaisa by AO Group, ASI Group and ASH Group (on a non-consolidated and standalone basis) and the implications of the applicable percentage ratios in respect of the Disposals and the Previous Disposals are determined on a standalone basis.

DEFINITIONS

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

"16 December 2020	the joint announcement of AO, ASI and ASH dated 16 December
Announcement"	2020
"18 December 2020	the joint announcement of AO and ASI dated 18 December 2020
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 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 Director(s)"	the director(s) of ASH, including the independent non-executive
	director(s)
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