Chuang China Investments : DISCLOSEABLE TRANSACTION - ACQUISITION OF THE HOPSON 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 HOPSON NOTES

The Chuang's China Board and the Chuang's Consortium Board announce that on 12 May 2021, the Purchaser, an indirect wholly-owned subsidiary of Chuang's China, has acquired from the open market the Hopson Notes with the principal amount of US$3.0 million (equivalent to approximately HK$23.3 million) at the consideration of approximately US$2.99 million (equivalent to approximately HK$23.2 million).

For Chuang's China, as the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Hopson Notes Acquisition (when aggregated with the Previous Chuang's China Hopson Notes Acquisitions) exceeds 5% (but is less than 25%), the Hopson 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 the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Hopson Notes Acquisition (when aggregated with the Previous Chuang's Consortium Hopson Notes Acquisitions) exceeds 5% (but is less than 25%), the Hopson 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 12 May 2021, the Purchaser, an indirect wholly-owned subsidiary of Chuang's China, has acquired from the open market the Hopson Notes with the principal amount of US$3.0 million (equivalent to approximately HK$23.3 million) at the consideration of approximately US$2.99 million (equivalent to approximately HK$23.2 million). The date of settlement for the consideration of the Hopson Notes Acquisition is on 18 May 2021.

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THE HOPSON NOTES ACQUISITION

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

Issuer:	Hopson Development Holdings Limited
Principal amount:	US$3.0 million (equivalent to approximately HK$23.3 million)
Consideration and date	The consideration is approximately US$2.99 million (equivalent
of settlement:	to approximately HK$23.2 million), being approximately 99.67%
	of the principal amount of the Hopson Notes, and the date of
	settlement is on 18 May 2021
Coupon:	7% per annum, payable semi-annually
Maturity date:	18 May 2024
Listing:	The Singapore Exchange Securities Trading Limited

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

As the Hopson 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 Hopson Notes cannot be ascertained. To the best of the 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 Hopson Notes and their respective beneficial owners are Independent Third Parties.

In addition to the Hopson Notes acquired pursuant to the Hopson Notes Acquisition, the Chuang's China Group also held the Previous Chuang's China Hopson Notes with maturity dates in 2022 with an aggregate principal amount of US$5.0 million (equivalent to approximately HK$38.8 million). The Previous Chuang's China Hopson Notes were acquired by the Chuang's China Group at an aggregate consideration of approximately US$4.6 million (equivalent to approximately HK$36.0 million at book cost). After the Hopson Notes Acquisition, the Chuang's China Group holds an aggregate principal amount of US$8.0 million (equivalent to approximately HK$62.1 million) notes issued by the Issuer.

In addition to the Hopson Notes acquired pursuant to the Hopson Notes Acquisition, the Chuang's Consortium Group also held the Previous Chuang's Consortium Hopson Notes with maturity dates in 2022 with an aggregate principal amount of US$10.0 million (equivalent to approximately HK$77.6 million). The Previous Chuang's Consortium Hopson Notes were acquired by the Chuang's Consortium Group at an aggregate consideration of approximately US$9.4 million (equivalent to approximately HK$73.4 million at book cost). After the Hopson Notes Acquisition, the Chuang's Consortium Group holds an aggregate principal amount of US$13.0 million (equivalent to approximately HK$100.9 million) notes issued by the Issuer (or its subsidiary, Hopson Capital).

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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, commercial properties investment, property management, infrastructure and investments businesses.

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 HOPSON NOTES ACQUISITION

The Hopson 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 Hopson 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.

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As the Hopson 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 Hopson Notes Acquisition are fair and reasonable and on normal commercial terms, and the Hopson 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 the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Hopson Notes Acquisition (when aggregated with the Previous Chuang's China Hopson Notes Acquisitions) exceeds 5% (but is less than 25%), the Hopson 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 the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the Hopson Notes Acquisition (when aggregated with the Previous Chuang's Consortium Hopson Notes Acquisitions) exceeds 5% (but is less than 25%), the Hopson 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 Board'' ''Chuang's China Group'' ''Chuang's Consortium''

''Chuang's Consortium Board''

''Chuang's Consortium Group''

''connected person(s)'' ''HK$''

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

the board of directors of Chuang's China

Chuang's China and its subsidiaries

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)

the board of directors of Chuang's Consortium

Chuang's Consortium and its subsidiaries, including the Chuang's China Group

has the meaning ascribed to it under the Listing Rules

Hong Kong dollars, the lawful currency of Hong Kong

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''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Hopson Capital''	Hopson Capital International Group Co Ltd, an indirect
	wholly-owned subsidiary of the Issuer
''Hopson Notes''	7% senior notes due May 2024 issued by the Issuer

''Hopson Notes Acquisition'' the acquisition of the Hopson 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 12 May

	2021
''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''	Hopson Development Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the Main Board of the Stock
	Exchange (stock code: 754)

''Listing Rules''

''PRC''

''Previous Chuang's China Hopson Notes''

''Previous Chuang's China Hopson Notes Acquisitions''

''Previous Chuang's Consortium Hopson Notes''

the Rules Governing the Listing of Securities on the Stock Exchange

The People's Republic of China

7.5% senior notes due June 2022 in the principal amount of US$5.0 million (equivalent to approximately HK$38.8 million) issued by the Issuer and held by the Purchaser

the subscriptions and acquisitions (as the case may be) of the Previous Chuang's China Hopson Notes by the Purchaser

5.8% senior notes due January 2022 in the principal amount of US$2.0 million (equivalent to approximately HK$15.5 million) issued by Hopson Capital and 7.5% senior notes due June 2022 in the principal amount of US$3.0 million (equivalent to approximately HK$23.3 million) issued by the Issuer, both held by a wholly-owned subsidiary of Chuang's Consortium and the Previous Chuang's China Hopson Notes

''Previous Chuang's Consortium Hopson Notes Acquisitions''

the subscriptions and acquisitions (as the case may be) of the Previous Chuang's Consortium Hopson Notes by a wholly-owned subsidiary of Chuang's Consortium and the Previous Chuang's China Hopson Notes Acquisitions

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