Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

(Incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

ACQUISITION OF THE JIAYUAN NOTES

The Board announces that on 22 April 2021, the Purchaser has acquired from the open market the Jiayuan Notes with the principal amount of US$4.0 million (equivalent to approximately HK$31.0 million) at the consideration of approximately US$4.26 million (equivalent to approximately HK$33.1 million).

As one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Jiayuan Notes Acquisition (when aggregated with the Previous Jiayuan Notes Acquisitions) exceeds 5% (but is less than 25%), the Jiayuan Notes Acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

INTRODUCTION

The Board announces that on 22 April 2021, the Purchaser has acquired from the open market the Jiayuan Notes with the principal amount of US$4.0 million (equivalent to approximately HK$31.0 million) at the consideration of approximately US$4.26 million (equivalent to approximately HK$33.1 million). The date of settlement for the consideration of the Jiayuan Notes Acquisition is on 26 April 2021.

THE JIAYUAN NOTES ACQUISITION

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

Issuer:

Jiayuan International Group Limited

Principal amount:

US$4.0 million (equivalent to approximately HK$31.0 million)

Consideration and date

The consideration is approximately US$4.26 million (equivalent to

of settlement:

approximately HK$33.1 million), being approximately 100.73% of

the principal amount of the Jiayuan Notes and unpaid accrued

interest, and the date of settlement is on 26 April 2021

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Coupon:

12.0% per annum, payable semi-annually

Maturity date:

30 October 2022

Listing:

The Singapore Exchange Securities Trading Limited

The Group intends to fund the Jiayuan Notes Acquisition from its internal resources and/or banking facilities.

As the Jiayuan 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 Jiayuan Notes cannot be ascertained. To the best of the knowledge, information and belief of the Board and having made all reasonable enquiries, the sellers of the Jiayuan Notes and their respective beneficial owners are Independent Third Parties.

In addition to the Jiayuan Notes acquired pursuant to the Jiayuan Notes Acquisition, the Group also held the Previous Jiayuan Notes with maturity dates ranging from 2022 to 2023 with an aggregate principal amount of US$9.1 million (equivalent to approximately HK$70.6 million). The Previous Jiayuan Notes were acquired by the Group at an aggregate consideration of approximately US$9.3 million (equivalent to approximately HK$72.6 million at book cost). After the Jiayuan Notes Acquisition, the Group holds an aggregate principal amount of US$13.1 million (equivalent to approximately HK$101.7 million) notes issued by the Issuer.

INFORMATION ON THE ISSUER

According to the public information available to the 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, property investment and provision of property management services.

As at the date of this announcement, to the best of the knowledge, information and belief of the Board, having made all reasonable enquiries, the Issuer and their respective ultimate beneficial owners are Independent Third Parties.

INFORMATION ON THE COMPANY, THE GROUP AND THE PURCHASER

The Company is incorporated in Bermuda with limited liability and its shares are listed on the Main Board of the Stock Exchange (stock code: 367).

The 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.

The Purchaser is a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company. The principal activities of the Purchaser are securities investment and trading, and provision of nominee and secretarial services.

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REASONS FOR AND BENEFITS OF THE JIAYUAN NOTES ACQUISITION

The Jiayuan Notes Acquisition forms part of the investment activities of the Group, which is in its ordinary and usual course of business. The Board considers that the Jiayuan Notes Acquisition will provide the Group with an opportunity to enhance income for its surplus cash amidst the prevailing low interest rate environment.

As the Jiayuan Notes Acquisition was conducted through the open market, the Board is of the opinion that the terms of the Jiayuan Notes Acquisition are fair and reasonable and on normal commercial terms, and the Jiayuan Notes Acquisition is in the interests of the Company and its shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one of the relevant applicable percentage ratios (as defined in the Listing Rules) in respect of the Jiayuan Notes Acquisition (when aggregated with the Previous Jiayuan Notes Acquisitions) exceeds 5% (but is less than 25%), the Jiayuan Notes Acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

DEFINITIONS

''Board''

the board of directors of the Company

''Chuang's China''

Chuang's China Investments Limited (莊士中國投資有限公

), 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

announcement, Chuang's China is owned as to

approximately 60.71% by the Group

''Company''

Chuang's Consortium International Limited (莊士機構國

有限公), 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)

''connected person(s)''

has the meaning ascribed to it under the Listing Rules

''Group''

the Company and its subsidiaries

''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC

''Independent Third

any entity(ies) or person(s) which or who is/are not a

Party(ies)''

connected person of the Company within the meaning

ascribed thereto under the Listing Rules

''Issuer''

Jiayuan International Group Limited, a company

incorporated in the Cayman Islands with limited liability,

the shares of which are listed on the Main Board of the

Stock Exchange (stock code: 2768)

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''Jiayuan Notes''12.0% senior notes due October 2022 issued by the Issuer

''Jiayuan Notes Acquisition'' the acquisition of the Jiayuan Notes in the principal amount of US$4.0 million (equivalent to approximately HK$31.0 million) by the Purchaser from the open market on 22 April

2021

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''PRC''

The People's Republic of China

''Previous Jiayuan Notes''

(i)12.0% senior notes due October 2022 in the principal

amount of US$3.1 million (equivalent to approximately

HK$24.1 million), 13.75% senior notes due February 2023

in the principal amount of US$2.0 million (equivalent to

approximately HK$15.5 million) and 12.5% senior notes

due July 2023 in the principal amount of US$2.0 million

(equivalent to approximately HK$15.5 million) issued by

the Issuer and held by the Purchaser; and (ii)12.5% senior

notes due July 2023 in the principal amount of US$2.0

million (equivalent to approximately HK$15.5 million)

issued by the Issuer and held by an indirect wholly-owned

subsidiary of Chuang's China

''Previous Jiayuan Notes

the subscriptions and acquisitions (as the case may be) of

Acquisitions''

the Previous Jiayuan Notes (either through the Purchaser or

an indirect wholly-owned subsidiary of Chuang's China)

''Purchaser''

General Nominees Limited, a company incorporated in

Hong Kong with limited liability and an indirect wholly-

owned subsidiary of the Company

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''US$''

United States dollars, the lawful currency of the United

States of America

''%''

per cent

By order of the Board of

Chuang's Consortium International Limited

Albert Chuang Ka Pun

Chairman and Managing Director

Hong Kong, 22 April 2021

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As at the date of this announcement, Mr. Albert Chuang Ka Pun, Mr. Richard Hung Ting Ho, Mr. Chong Ka Fung, Miss Ann Li Mee Sum, Mrs. Candy Kotewall Chuang Ka Wai, Mr. Geoffrey Chuang Ka Kam and Mr. Chan Chun Man are the executive directors of the Company, and Mr. Abraham Shek Lai Him, Mr. Fong Shing Kwong, Mr. Yau Chi Ming, Mr. David Chu Yu Lin and Mr. Tony Tse Wai Chuen are the independent non-executive directors of the Company.

Unless otherwise stated, for the purpose of illustration only, amounts denominated in US$ in this announcement have been translated into HK$ at the rate of US$1.00 = HK$7.76. Such translation 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.

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Chuang's Consortium International Ltd. published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 09:43:01 UTC.