Hong Kong Exchanges and Clearing Limited — Proxy Solicitation & Information Statement 2021

Jan 28, 2021

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 Orient Holdings 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 ORIENT HOLDINGS LIMITED 滙漢控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 214)

MAJOR TRANSACTION IN RELATION TO DISPOSALS OF THE KAISA SECURITIES

A letter from the Board of Asia Orient Holdings Limited (the ‘‘Company’’) is set out on pages 4 to 8 of this circular.

• For identification purposes only

29 January 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
THE DISPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
INFORMATION ON THE KAISA SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
FINANCIAL EFFECTS OF THE DISPOSALS AND USE OF PROCEEDS . . . . . . . . . . . . . . . .	6
REASONS FOR AND BENEFITS OF THE DISPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
INFORMATION ON THE COMPANY, ASI, ASH, ASI SELLER AND ASH SELLER. . . . . .	6
INFORMATION ON KAISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
IMPLICATIONS UNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – FINANCIAL INFORMATION ON THE GROUP . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

i

DEFINITIONS

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

• ‘‘Announcement’’ the joint announcement made by the Company and ASI dated 18 December 2020 in relation to the Disposals

• ‘‘AO Closely Allied Group’’ a closely allied group of the Shareholders, comprising Mr. Poon Jing and his associates who together held 429,265,907 Shares (representing approximately 51.05% of the issued share capital of the Company as at the date of the Announcement)

• ‘‘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 Seller’’ Greatime Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of ASH

• ‘‘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 Group’’ ASI and its subsidiaries, including ASH Group

• ‘‘ASI Seller’’ Techfull Properties Corp., a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of ASI

• ‘‘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 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

• ‘‘connected person(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘controlling shareholder(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company, including the independent nonexecutive director(s)

1

DEFINITIONS

• ‘‘Disposals’’ the disposals of the Kaisa Securities by ASI Seller and ASH Seller between 17 and 18 December 2020

• ‘‘Group’’ the Company and its subsidiaries, including ASI Group and ASH Group

• ‘‘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

• ‘‘Kaisa’’ Kaisa Group Holdings Ltd. (Stock Code: 1638), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board

• ‘‘Kaisa Announcements’’ announcements of Kaisa dated 23 June 2017, 4 August 2017, 20 September 2017 and 2 November 2017

• ‘‘Kaisa Notes due 2022’’ the 8.5% US$-denominated senior notes due 2022 issued by Kaisa, details of which are disclosed in the Kaisa Announcements

• ‘‘Kaisa Notes due 2024’’ the 9.375% US$-denominated senior notes due 2024 issued by Kaisa, details of which are disclosed in the Kaisa Announcements

• ‘‘Kaisa Securities’’ the Kaisa Notes due 2024 in the aggregate notional amount of approximately US$42.2 million (equivalent to approximately HK$329.2 million) and approximately US$20.6 million (equivalent to approximately HK$160.7 million) disposed of by ASI Seller and ASH Seller respectively under the Disposals

• ‘‘Latest Practicable Date’’ 26 January 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

• ‘‘percentage ratio(s)’’ has the same meaning ascribed to it under the Listing Rules

• ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China

• ‘‘Previous Disposals’’ has the meaning as defined in the paragraph headed ‘‘INTRODUCTION’’ under the section ‘‘LETTER FROM THE BOARD’’ of this circular

2

DEFINITIONS

‘‘RMB’’	Renminbi
‘‘SFO’’	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
‘‘SGX-ST’’	the Singapore Exchange Securities Trading Limited
‘‘Share(s)’’	the ordinary share(s) of HK$0.10 each in the issued share capital
	of the Company
‘‘Shareholder(s)’’	the holder(s) of the Share(s)
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘substantial shareholder(s)’’	has the same meaning ascribed to it under the Listing Rules
‘‘US$’’	United States Dollars
‘‘%’’	per cent

In this circular, amounts denominated in US$ are converted into HK$ at the rate of US$1.00 = HK$7.80. Such conversion rate is for illustration purpose only and should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate or at all.

3

LETTER FROM THE BOARD

ASIA ORIENT HOLDINGS LIMITED 滙漢控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 214)

Executive Directors:

Mr. Fung Siu To, Clement (Chairman) Mr. Poon Jing (Managing Director and Chief Executive) Mr. Poon Hai Mr. Poon Yeung, Roderick Mr. Lun Pui Kan Mr. Kwan Po Lam, Phileas

Independent non-executive Directors:

Mr. Cheung Kwok Wah Mr. Leung Wai Keung, JP Mr. Wong Chi Keung

Registered Office: Victoria Place 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Head office and principal place of business in Hong Kong: 30th Floor YF Life Tower 33 Lockhart Road Wanchai Hong Kong

29 January 2021

To the Shareholders

Dear Sirs/Madams,

MAJOR TRANSACTION IN RELATION TO DISPOSALS OF THE KAISA SECURITIES

INTRODUCTION

Reference is made to the Announcement.

There was a disposal of, on a non-consolidated and standalone basis, (i) the Kaisa Notes due 2024 in the notional amounts of US$2.0 million (equivalent to HK$15.6 million) and US$10.0 million (equivalent to HK$78.0 million) by the Group and ASI Group respectively, and the Kaisa Notes due 2022 in the aggregate notional amounts of US$10.0 million (equivalent to HK$78.0 million) and US$21.8 million (equivalent to approximately HK$170.0 million) by ASI Group and ASH Group respectively

• For identification purposes only

4

LETTER FROM THE BOARD

between 15 and 21 April 2020; (ii) the Kaisa Notes due 2024 in the aggregate notional amount of US$9.0 million (equivalent to HK$70.2 million) by the Group between 2 and 7 September 2020; (iii) the Kaisa Notes due 2024 in the notional amount of approximately US$12.9 million (equivalent to approximately HK$100.6 million) by the Group on 16 September 2020; and (iv) the Kaisa Notes due 2024 in the aggregate notional amount of approximately US$33.4 million (equivalent to approximately HK$260.5 million), approximately US$84.1 million (equivalent to approximately HK$656.0 million) and US$102.0 million (equivalent to HK$795.6 million) by the Group, ASI Group and ASH Group respectively between 30 November and 16 December 2020 on the open market (the ‘‘Previous Disposals’’).

Between 17 and 18 December 2020, there was a disposal of, on a non-consolidated and standalone basis, the Kaisa Securities in the aggregate notional amount of approximately US$42.2 million (equivalent to approximately HK$329.2 million) and approximately US$20.6 million (equivalent to approximately HK$160.7 million) at an aggregate consideration of approximately US$41.1 million (equivalent to approximately HK$320.6 million) and approximately US$20.1 million (equivalent to approximately HK$156.8 million) by ASI Seller and ASH Seller respectively on the open market (i.e. the Disposals).

The Disposals, after aggregation with the Previous Disposals, constitute a major transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with, among other things, (i) information on the Disposals; and (ii) other information as required under the Listing Rules.

THE DISPOSALS

Between 17 and 18 December 2020, there was a disposal of, on a non-consolidated and standalone basis, the Kaisa Securities in the aggregate notional amount of approximately US$42.2 million (equivalent to approximately HK$329.2 million) and approximately US$20.6 million (equivalent to approximately HK$160.7 million) at an aggregate consideration of approximately US$41.1 million (equivalent to approximately HK$320.6 million) and approximately US$20.1 million (equivalent to approximately HK$156.8 million) by ASI Seller and ASH Seller respectively on the open market.

In view that the Disposals were conducted through the open market, the Company is not aware of the identities of the purchasers of the Kaisa Securities. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the purchasers of the Kaisa Securities and where applicable, 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 the Group under the Disposals was approximately HK$455.9 million. The net profits (both before and after taxation) attributable to the Kaisa Securities which were disposed of by the Group under the Disposals were approximately HK$45.5 million and HK$44.1 million for the financial years ended 31 March 2019 and 2020 respectively.

5

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE DISPOSALS AND USE OF PROCEEDS

As a result of the Disposals, it is expected that, on a consolidated basis, the Group will record a gain before tax and before non-controlling interest of approximately HK$3.3 million in the current financial year. The gain represents the difference between the consideration of approximately HK$477.4 million and the cost of the Kaisa Securities as disposed of by the Group under the Disposals of approximately HK$473.9 million, less the incremental interest income from the difference between the yield and the coupon amortised to profit and loss in prior years of approximately HK$5.7 million, plus the written back of expected credit loss of approximately HK$2.7 million and the reversal of unrealised exchange loss of approximately HK$2.8 million recognised in prior years.

Having taken into account of the net proceeds from the Disposals and the total assets of the Group, it is estimated that, except the estimated gains as mentioned above, the Disposals would not have any significant impact on the overall financial position of the Group.

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

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Disposals form part of the investing activities of the Group and were conducted in its ordinary and usual course of business. As part of its principal business, the 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 the 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), the Directors believe that such terms are fair and reasonable and the Disposals are in the interests of the Company and the Shareholders as a whole.

INFORMATION ON THE COMPANY, ASI, ASH, ASI SELLER AND ASH SELLER

The Company is a limited liability company incorporated in Bermuda whose Shares are listed on the Main Board. The 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.

6

LETTER FROM THE BOARD

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 Latest Practicable Date, it was principally engaged in securities investment.

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 Latest Practicable Date, it was 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.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios in respect of the Disposals, after aggregation with the Previous Disposals, exceeds 25% but is or are less than 75%, the Disposals constitute a major transaction for the Company, and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Given that none of the Shareholders has a material interest in the Disposals, none of them would be required to abstain from voting if a general meeting of the Company were to be convened to approve the Disposals. Pursuant to Rule 14.44 of the Listing Rules, the Company had obtained a written approval from the AO Closely Allied Group (which together held 429,265,907 Shares, representing approximately 51.05% of the issued share capital of the Company as at the date of the Announcement) to approve the Disposals. Therefore, no general meeting of the Company will be convened to approve the Disposals. The AO Closely Allied Group comprised the following Shareholders:

Name of the Shareholders	Number of Shares held	Approximate shareholding percentage in the Company (Note 3)
Heston Holdings Limited (Note 1) Teddington Holdings Limited (Note 1) Full Speed Investments Limited (Note 1) Mr. Poon Jing Mr. Poon Hai (Note 2) Total	50,429,573 60,624,439 34,159,888 273,607,688 10,444,319 429,265,907	5.99% 7.20% 4.06% 32.53% 1.24%
		51.05%

7

LETTER FROM THE BOARD

Notes:

1. Each of these companies is directly or indirectly wholly-owned by Mr. Poon Jing. He is an executive director of each of the Company, ASI and ASH.

2. Mr. Poon Hai is the son of Mr. Poon Jing. He is an executive director of each of the Company, ASI and ASH.

3. Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

RECOMMENDATION

Given that the Disposals were conducted through the open market, the Directors believe that the terms of the Disposals are fair and reasonable and the Disposals are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of the resolutions approving the Disposals.

The above statement is for Shareholders’ reference only given that the Company had already obtained the written approval from the AO Closely Allied Group for the Disposals and hence pursuant to Rule 14.44 of the Listing Rules, no general meeting of the Company will be convened to approve the Disposals.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices I to II to this circular.

Yours faithfully, For and on behalf of Asia Orient Holdings Limited Fung Siu To, Clement Chairman

8

FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION ON THE GROUP FOR THE THREE YEARS ENDED 31 MARCH 2020 AND THE SIX MONTHS ENDED 30 SEPTEMBER 2020

The audited consolidated financial statements of the Group:

• (i) for the year ended 31 March 2020 are set out from pages 57 to 148 in the annual report of the Company for the year ended 31 March 2020, which is published on the website of the Stock Exchange (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/0730/2020073000500.pdf);

• (ii) for the year ended 31 March 2019 are set out from pages 61 to 164 in the annual report of the Company for the year ended 31 March 2019, which is published on the website of the Stock Exchange (https://www1.hkexnews.hk/listedco/listconews/sehk/2019/0730/ltn20190730151.pdf); and

• (iii) for the year ended 31 March 2018 are set out from pages 59 to 152 in the annual report of the Company for the year ended 31 March 2018, which is published on the website of the Stock Exchange (https://www1.hkexnews.hk/listedco/listconews/sehk/2018/0730/ltn20180730561.pdf).

The unaudited condensed consolidated interim financial information on the Group for the six months ended 30 September 2020 are set out from pages 11 to 42 in the interim report of the Company for the six months ended 30 September 2020, which is published on the website of the Stock Exchange (https://www1.hkexnews.hk/listedco/listconews/sehk/2020/1230/2020123000430.pdf).

All of the abovementioned annual reports and interim report have also been published on the website of the Company (http://www.asiaorient.com.hk/eng/).

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 December 2020, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had approximately HK$17,687 million outstanding indebtedness comprising the following debts:

• (a) bank borrowings of approximately HK$17,683 million were guaranteed of which:

• (i) approximately HK$12,525 million were secured by the Group’s property, plant and equipment, investment properties, properties held/under development for sale, shares of associated companies and joint ventures, and financial investments; and

• (ii) approximately HK$5,158 million were unsecured; and

• (b) lease liabilities of approximately HK$4 million relating to premises leased by the Group as lessee.

The carrying values of the Group’s assets pledged amounted to approximately HK$26,580 million as at 31 December 2020.

9

FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

As at the close of business on 31 December 2020, the Group had contingent liabilities of approximately HK$2,890 million in respect of financial guarantees given for the banking and loan facilities extended to the Group’s joint ventures.

Save as aforesaid and apart from intra-group liabilities and normal trade payables, as at the close of business on 31 December 2020, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, or term loans, bank overdrafts, liabilities under acceptances (other than normal trade bills) or acceptance credits, hire purchase commitments or other borrowings, mortgages, charges, guarantees or contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the effects of the Disposals, in the absence of any unforeseen circumstances and after taking into account (i) the internal resources of the Group; and (ii) the Group’s presently available banking facilities, the Group will have sufficient working capital for its present requirements and for at least the next twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in developing and investing properties in prime locations in Hong Kong, first-tier cities in China and Vancouver, Canada, and has established a well diversified business model across four main operating segments, namely, property development, property leasing, hotel and travel, and financial investments.

The sales of our joint venture residential projects were promising. As at end of October 2020, over 98% of Queen’s Gate in Shanghai was sold while that in Tongzhou Beijing has exceeded RMB2.3 billion.

In Jardine’s Lookout Hong Kong, the Group’s joint venture development was met with encouraging enquiries and demand also. Up to end of October 2020, half of the units comprising one third of the saleable area was sold, with sales amounted to approximately HK$1.5 billion.

In Hung Shui Kiu, Yuen Long, the land exchange for the residential and commercial development has been completed in October 2020, at a land premium of HK$2.1 billion. The development will provide approximately 520,000 square feet of gross floor area, of which approximately 90% are of residential apartments for sale, with the remaining 10% being retail units all with street frontage.

Average occupancies of our office towers, YF Life Tower in Wanchai and Asia Standard Tower in Central decrease slightly by 2% to 93%. Leasing income from our 33% owned Goldmark in Causeway Bay decreased substantially with the lease expiry of a retail anchor tenant.

With the outbreak of COVID-19, the performance of hotel sector has been adversely affected by people’s unwillingness to travel and the quarantine requirements towards incoming visitors instituted by local government to battle against the pandemic. During the six months ended 30 September 2020, incoming visitors to Hong Kong has dropped by over 99%. Our hotel operation revenue declined by 87% and with management’s immediate remedial action to reduce operating costs, the segment still results in a loss before depreciation.

10

APPENDIX I

FINANCIAL INFORMATION ON THE GROUP

The financial investment portfolio recorded a mark-to-market valuation net gain of HK$1,740 million during the six months ended 30 September 2020. The significant market sell-off in March 2020 following the COVID-19 pandemic outbreak was met with a strong rebound in April and May 2020, when the sell-off panic became stabilised and thus recouping substantially the fair value loss in last financial year. Income from this investment portfolio continue to be a strong pillar in providing a stable income stream and liquidity.

After nearly a year’s quarantine arrangements, social distancing measures and with the gradual stabilisation of the pandemic in Hong Kong, the government is considering various measures to promote in-bound travel, to revitalise the tourism-related sectors and at the same time contain the virus from community spreading. Our hotel operation is dependent on the successful roll out of the policy and the effect is yet to be seen. The leasing segment, especially the retail portion, which is experiencing a downswing but with a much reduced magnitude, is also looking upon such measures. On the contrary, Hong Kong’s residential property market remains very strong, as seen in the encouraging sales of our Jardine Lookout project, and new launches of first hand residential projects from other local developers lately.

China is among the first countries to re-open their economies after the pandemic lockdown. Sales of our Beijing and Shanghai joint venture projects is performing well upon the release of purchasing power piled up during the lockdown. The Shanghai project is almost fully sold and the Beijing project is maintaining its favourable sales momentum.

Financial markets continue to be volatile, the low interest rates and stimulus packages rolled out by United States of America and certain European countries to counteract the pandemic’s negative economic impact helped to maintain the dynamic of securities market. The fixed income stream from debt securities investment continues to drive our growth and finance the investment and development opportunities as they arise.

Management will continue to exert tremendous caution and prudence to alleviate and mitigate any negative impact in this restless environment.

5. MATERIAL ADVERSE CHANGE

As disclosed above, the Group’s hotel operation in Hong Kong has been negatively impacted by the outbreak of COVID-19. Nevertheless, the increase in income from the Group’s investments in fixed income securities offsets the negative impacts imposed on the Group’s hotel operation. Overall, to the best knowledge of the Directors, as at the Latest Practicable Date, there was no material adverse change in the financial or trading position of the Group as a whole since 31 March 2020, being the date to which the latest published audited financial statements of the Group were made up.

11

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors’ and chief executive’s interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO); or (ii) were recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the ‘‘Model Code’’) as set out in Appendix 10 of the Listing Rules were as follows:

(I) Long positions in shares

• (a) The Company

Director	Number of Shares held Personal interest Corporate interest Family interest Total Percentage of Shares in issue (%)
Poon Jing Fung Siu To, Clement Poon Hai	273,607,688 145,213,900 5,318,799 424,140,387 50.44 15,440,225 – – 15,440,225 1.83 10,444,319 – – 10,444,319 1.24

12

APPENDIX II

GENERAL INFORMATION

(b) Associated corporations

Director Associated corporation	Number of shares held Personal interest Corporate interest Total Percentage of shares in issue (%)
Poon Jing ASI ASH Fung Siu To, Clement Mark Honour Limited	1,308,884 683,556,392 (Notes) 684,865,276 51.89 152,490 1,346,158,049 (Notes) 1,346,310,539 66.71 9 – 9 0.01

Notes:

1. By virtue of Mr. Poon Jing’s controlling interest in the Company, he is deemed to be interested in the shares of ASI and ASH held by the Company and its subsidiaries.

2. By virtue of Mr. Poon Jing’s controlling interest in the Company, he is deemed to be interested in the shares of all the Company’s subsidiaries and associated corporations.

(II) Long positions in underlying shares

Interests in share options

(a) The Company

	Outstanding as at the
Director	Latest Practicable Date
Poon Hai	3,500,000
Poon Yeung, Roderick	3,500,000

• Note: Options were granted on 11 December 2015 under a share option scheme adopted by the Company on 29 August 2014 and exercisable during the period from 11 December 2015 to 10 December 2025 at an exercise price of HK$1.42 per Share.

(b) Associated corporation – ASI

	Outstanding as at the
Director	Latest Practicable Date
Poon Hai	3,500,000
Poon Yeung, Roderick	3,500,000

• Note: Options were granted on 11 December 2015 under a share option scheme adopted by ASI on 29 August 2014 and exercisable during the period from 11 December 2015 to 10 December 2025 at an exercise price of HK$1.38 per share.

13

GENERAL INFORMATION

APPENDIX II

(c) Associated corporation – ASH

	Outstanding as at the
Director	Latest Practicable Date
Poon Hai	14,400,000
Poon Yeung, Roderick	14,400,000

Note: Options were granted on 11 December 2015 under a share option scheme adopted by ASH on 28 August 2006 and exercisable during the period from 11 December 2015 to 10 December 2025 at an exercise price of HK$0.343 (as adjusted) per share.

(III) Long positions in underlying shares and debentures

Interests in convertible notes

Associated corporation – ASH

		Amount of	Number of
	Nature of	convertible	underlying
Director	interest	note held	shares held
		(HK$)
Poon Jing	Corporate	1,219,619,192	2,692,316,098

Note: By virtue of Mr. Poon Jing’s controlling interest in the Company, he is deemed to be interested in the convertible notes (the ‘‘ASH Convertible Notes’’) held by the Company and its subsidiaries which are convertible into 2,692,316,098 shares of ASH. The ASH Convertible Notes are convertible during the period from 24 February 2017 and up to and including the date falling the 10th business day prior to 23 February 2047 at the conversion price/redeemable at the redemption value of HK$0.453 per convertible note.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have under such provisions of the SFO); or (ii) were recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

Substantial shareholders’ and other persons’ interests and short positions in the Shares and underlying Shares

As at the Latest Practicable Date, so far as was known by or otherwise notified to the Directors and chief executive of the Company, the particulars of the corporations or individuals (other than one being a Director or the chief executive of the Company) who had 5% or more interests in the following long and short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the

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SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO (the ‘‘Register of Shareholders’’) or were entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company (the ‘‘Voting Entitlement’’) (i.e. within the same meaning of ‘‘substantial shareholders’’ under the Listing Rules) were as follows:

Long positions in Shares

			Percentage
		Number of	of Shares
Shareholder	Capacity	Shares held	in issue
			(%)
Heston Holdings Limited	Beneficial owner	50,429,573	5.99
(‘‘Heston’’) (Note 1)
Teddington Holdings Limited	Beneficial owner	60,624,439	7.20
(‘‘Teddington’’) (Note 1)
Dalton Investments LLC	Investment manager	165,906,485	19.73
(‘‘Dalton’’) (Note 2)
Clearwater Insurance	Trustee	48,341,035	5.74
Company (‘‘Clearwater
Insurance’’) (Note 2)
Daswani Rajkumar Murlidhar	Beneficial owner	53,910,548	6.41

Notes:

1. Mr. Poon Jing, his family interest and the companies wholly owned by him, namely Teddington, Heston and Full Speed Investments Limited together held 424,140,387 Shares. The interest of Teddington and Heston duplicate the interest of Mr. Poon Jing disclosed under the heading ‘‘Directors’ and chief executive’s interests and short positions in the shares, underlying shares and debentures of the Company and its associated corporations’’ above.

2. Dalton is the investment manager for Clearwater Insurance. The interest of Clearwater Insurance in the Shares duplicates the interest of Dalton disclosed above.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other corporation or individual (other than a Director or the chief executive of the Company) who had the Voting Entitlement or 5% or more interests or short positions in the Shares or underlying Shares as recorded in the Register of Shareholders.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which will not expire or be determinable by the relevant member of the Group within one year without payment of compensation (other than statutory compensation).

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4. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against the members of the Group.

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective close associates had any interest in a business which competes or may compete with the businesses of the Group (which would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them was a controlling shareholder of the Company).

6. INTEREST IN ASSETS AND CONTRACTS

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 March 2020 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any of the Directors was materially interested and which was significant to the business of the Group.

7. MATERIAL CONTRACTS

No contract (being contract entered into outside the ordinary course of business carried on by the Group) has been entered into by members of the Group within the two years immediately preceding the date of this circular.

8. GENERAL

• (a) The address of the registered office of the Company is Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

• (b) Mr. Tung Kwok Lui is the company secretary of the Company. He is a solicitor of the High Court of Hong Kong. He is also an attorney and counselor at law of Supreme Court of the State of California (U.S.A.) and a Certified Public Accountant in North Dakota (U.S.A.).

• (c) The Hong Kong branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (d) The head office and principal place of business of the Company in Hong Kong is 30th Floor, YF Life Tower, 33 Lockhart Road, Wanchai, Hong Kong.

• (e) In case of inconsistency, the English text of this circular shall prevail over the Chinese text.

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9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the principal office of the Company in Hong Kong at 30th Floor, YF Life Tower, 33 Lockhart Road, Wanchai, Hong Kong for 14 days from the date of this circular:

• (a) the Memorandum of Association and Bye-Laws of the Company;

• (b) the annual reports of the Company for the three financial years ended 31 March 2018, 2019 and 2020 respectively;

• (c) the interim report of the Company for the six months ended 30 September 2020; and

• (d) the circular of the Company dated 22 May 2020 and this circular.

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