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 the Cayman Islands with limited liability)

(Stock Code: 3938)

DISCLOSEABLE TRANSACTION

IN RELATION TO THE ACQUISITION OF BOND

THE BOND ACQUISITION

The Board announces that, on 22 April 2021, Lego Vision Fund SP (a segregated portfolio which is treated as a non-wholly owned subsidiary of the Company) executed a trade order to acquire the Bond on the open market in the principal amount of US$200,000 (equivalent to approximately HK$1.55 million) at the consideration of US$175,900 (equivalent to approximately HK$1.36 million) which was funded by Lego Vision Fund SP.

IMPLICATIONS UNDER THE LISTING RULES

As the Bond Acquisition and the Previous Acquisition were conducted within a 12- month period prior to and inclusive of the date of the Bond Acquisition, the Bond Acquisition and Previous Acquisition were aggregated pursuant to Rule 14.22 of the Listing Rules.

As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Bond Acquisition and the Previous Acquisition, when aggregated as a whole, exceeds 5% but are below 25%, which constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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THE BOND ACQUISITION

The Board announces that, on 22 April 2021, Lego Vision Fund SP (a segregated portfolio which is treated as a non-wholly owned subsidiary of the Company) executed a trade order to acquire the Bond on the open market in the principal amount of US$200,000 (equivalent to approximately HK$1.55 million) at the consideration of US$175,900 (equivalent to approximately HK$1.36 million) which was funded by Lego Vision Fund SP.

As the Bond Acquisition was made through the open market, the Company is not aware of the identities of the sellers of the Bond. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers of the Bond and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

THE BOND

The Issuer

:

Guorui Properties Limited, a company incorporated in

Cayman Islands with limited liability under the name of

"Glory Land Company Limited (國瑞置業有限公司)"

and carrying on business in Hong Kong as "Guorui

Properties Limited and the shares of which are listed on

the Main Board of the Stock Exchange (stock code: 2329).

The Issuer and its subsidiaries are principally engaged in

the business of property development, provision of

primary land construction

and development services,

property investment, and provision of property

management and related services.

Guarantor

:

Personal guarantees provided by Mr. ZHANG Zhangsun

and Ms. RUAN Wenjuan, the controlling shareholder of

the Issuer and his spouse and guarantees provided by

certain of the subsidiaries

and/or joint venture of the

Issuer.

Coupon rate

:

14.25% per annum payable semi-annually in arrears.

Maturity date

:

25 January 2024, subject to early redemption provisions

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as set out in the terms of the Bond.

Optional redemption

: The Bond may be redeemed in the following

circumstances:

(1) the Issuer may at its option redeem the Bond, in whole

but not in part, at a redemption price equal to 100% of the

principal amount of the redeemed Bond plus the

applicable premium as of, and accrued and unpaid interest,

if any, up to (but not including) the redemption date.

(2) the Issuer may redeem up to 35% of the aggregate

principal amount of the Bond with the net cash proceeds

of one or more sales of common stock of the Issuer in an

equity offering at a redemption price of 114.25% of the

principal amount of the Bond redeemed, plus accrued and

unpaid interest, if any, up to (but not including) the

redemption date, subject to conditions.

(3) At any time on and from time to time after the date

when no more than 10% of the aggregate principal amount

of the Bond originally issued on the original issue date

remains outstanding, the Issuer may at its option redeem

the Bond, in whole but not in part, at a redemption price

equal to 100% of the principal amount of the Bond plus

accrued and unpaid interest, if any, up to (but not

including) the redemption date.

Repurchase

upon

Not later than 30 days following the occurrence of certain

change of control

events constituting a change of control of the Issuer, the

Issuer will make an offer to repurchase all outstanding

Bond at a purchase price equal to 101% of their principal

amount plus accrued and unpaid interest, if any, up to (but

not including) the purchase payment date.

Cessation put

: Not later than 30 days following a delisting/suspension put

triggering event (i.e. the occurrence of either (a) the

ordinary share capital of the Issuer ceasing to be listed on

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the Stock Exchange; or (b) trading of its shares is

suspended for 30 consecutive trading days), the Issuer will

make an offer to purchase all outstanding Bond at a

purchase price equal to 101% of the principal amount

thereof plus accrued and unpaid interest, if any, up to (but

not including) the purchase payment date.

Holder put

:

Holders of the Bond will have the right, at their option, to

require the Issuer to repurchase for cash all of the Bond,

or any portion of the principal thereof that is equal to

US$200,000 or integral multiples of US$1,000 in excess

thereof.

The repurchase price the Issuer is required to pay will be

equal to 100% of the principal amount of the Bond to be

repurchased, plus any accrued and unpaid interest.

Listing

:

The Bond is listed on the Singapore Exchange Limited

REASONS FOR AND BENEFITS OF THE BOND ACQUISITION

The Company is an investment holding company and, together with its subsidiaries, are principally engaged in corporate finance advisory services, securities and financing services and asset management services.

Lego Vision Fund SP, a segregated portfolio of Lego SPC Fund Limited, focuses to invest in a portfolio consisting primarily of equities, bonds and other securities of companies in promising industries with excellent management, business model, products and sound financials for the long-term sustainable growth.

The Bond Acquisition is conducted within the ordinary course of business of Lego Vision Fund SP. As the Bond Acquisition was made at market price, the Board considers that the terms of the Bond Acquisition are on normal commercial terms and fair and reasonable and the Bond Acquisition is in the interests of the Company and the Shareholders as a whole.

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IMPLICATIONS UNDER THE LISTING RULES

As the Bond Acquisition and the Previous Acquisition were conducted within a 12- month period prior to and inclusive of the date of the Bond Acquisition, the Bond Acquisition and Previous Acquisition were aggregated pursuant to Rule 14.22 of the Listing Rules.

As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Bond Acquisition and the Previous Acquisition, when aggregated as a whole, exceeds 5% but are below 25%, which constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITION

"Board"

board of Directors

"Bond"

a bond issued by the Issuer with particular set out in the

section headed "the Bond" in this announcement

"Bond Acquisition"

the execution of a trade order to acquire on the open

market on 22 April 2021 for the Bond in the principal

amount of US$200,000

"Company"

LFG Investment Holdings Limited (LFG 投資控股有

公 司 ), an exempted company incorporated in the

Cayman Islands with limited liability and the shares of

which are listed on the Main Board of the Stock

Exchange (stock code: 3938)

"connected person(s)"

has the meaning ascribed to it in the Listing Rules

"Director(s)"

director(s) of the Company

"Issuer"

Guorui Properties Limited, a company incorporated in

Cayman Islands with limited liability under the name

of "Glory Land Company Limited (國瑞置業有限

公 司 )" and carrying on business in Hong Kong as

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"Guorui Properties Limited and the shares of which are

listed on the Main Board of the Stock Exchange (stock

code: 2329)

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"Previous Acquisition"

the acquisition of the Bond in the principal amount of

US$646,000 on 1 February 2021

"Shareholder(s)"

holder(s) of shares of the Company

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"%"

percent

By Order of the Board

LFG Investment Holdings Limited

Mui Ho Cheung Gary

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 22 April 2021

As at the date of this announcement, the executive directors of the Company are Mr. Mui Ho Cheung Gary, Mr. Liu Chi Wai, Mr. Ng Siu Hin Stanley, Ms. Ho Sze Man Kristie and Mr. Tang Chun Fai Billy; and the independent non-executive directors of the Company are Ms. Lim Yan Xin Reina, Mr. Poon Lai Yin Michael and Dr. Wong Ho Ki.

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LFG Investment Holdings 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 14:38:01 UTC.