Century Legend : Circulars - PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker, or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in Century Legend (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

CENTURY LEGEND (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00079)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND TO REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

ADOPTION OF NEW SHARE OPTION SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Century Legend (Holdings) Limited to be held at Unit 906, 9th Floor, Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong on Thursday, 30 May 2019 at 4:00 p.m. is set out on pages 28 to 32 of this circular. Whether or not you are able to attend such meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of Century Legend (Holdings) Limited in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not later than 48 hours before the time for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

* For identification purposes only

25 April 2019

		CONTENTS
			Page
DEFINITIONS	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
General extension mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Re-election of retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Proposal for adoption of the new share option scheme . . . . . . . . . . . . . . . . . .			7
Annual general meeting, Closure of Registers of
Members and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			10
Voting by poll .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			11
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			11
APPENDIX I	-	EXPLANATORY STATEMENT TO
		THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . .	12
APPENDIX II	-	DETAILS OF RETIRING DIRECTORS PROPOSED
		TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . .	16
APPENDIX III	-	SUMMARY OF PRINCIPAL TERMS OF NEW
		SHARE OPTION SCHEME . . . . . . . . . . . . . . . . . . . . . . .	18
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			28

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DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the

following meanings:

"Adoption Date"	the date on which the New Share Option Scheme is
	adopted conditionally or unconditionally by an
	ordinary resolution to be passed by the Shareholders
	at the AGM
"AGM"	the annual general meeting of the Company to be held
	on Thursday, 30 May 2019 at 4:00 p.m. at Unit 906, 9th
	Floor, Capital Centre, 151 Gloucester Road, Wanchai,
	Hong Kong, and any adjournment thereof
"AGM Notice"	Notice of AGM as set out on page 28 to 32 of this
	circular
"associates"	has the meaning ascribed thereto in the Listing Rules
"Board"	the board of Directors
"Business Day"	any day on which the Stock Exchange is open for
	business of dealing in securities
"Bye-laws"	The Bye-laws of the Company in force from time to
	time
"Close Associate(s)"	has the meaning ascribed thereto in the Listing Rules
"Company Act"	the Companies Act 1981 of Bermuda (as amended)
"Company"	Century Legend (Holdings) Limited, a company
	incorporated in Bermuda with limited liability with
	its Shares listed on the Stock Exchange
"connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"core connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"Director(s)"	the director(s) of the Company
"Existing Share Option Scheme"	the existing share option scheme adopted by the
or "2009 Share Option	Company on 22 May 2009
Scheme"

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	DEFINITIONS
"Grantee"	any Participant who accepts an offer of a grant of an
	Option in accordance with the terms of the New Share
	Option Scheme or (where the context so permits) a
	person entitled to any such Option in consequence of
	the death of the original Grantee
"Group"	the Company and its subsidiaries
"Issue Mandate"	A general mandate proposed to be granted to the
	Directors to exercise the powers of the Company to
	allot, issue and deal with Shares during the period as
	set out in the ordinary resolution no. 4 in the AGM
	Notice up to 20% of the issued share capital of the
	Company as at the date of passing the ordinary
	resolution no.4
"Latest Practicable Date"	17 April 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Committee"	has the meaning ascribed thereto in the Listing Rules
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"Model Code"	the Model Code for Securities Transactions by
	Directors of Listed Issuers as set out in Appendix 10 to
	the Listing Rules
"New Share Option Scheme"	the new share option scheme to be adopted by an
	ordinary resolution to be passed by the Shareholders
	at the AGM, a summary or the principal terms of
	which is set out in the Appendix III
"Option(s)" or "Share	in relation to the New Share Option Scheme or the
Option(s)"	Existing Share Option Scheme, a right granted under
	the New Share Option Scheme or the Existing Share
	Option Scheme (as the case may be) to subscribe for
	Shares in accordance with the New Share Option
	Scheme or the Existing Share Option Scheme (as the
	case may be)
"Ordinary Resolution(s)"	the proposed ordinary resolution(s) as referred to in
	the AGM Notice

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	DEFINITIONS
"Participant(s)"	any person who is an employee (whether full-time or
	part-time) of any member of the Group or any
	substantial shareholder or any company controlled by
	a substantial shareholder or is a Director (including
	executive or non-executive including independent
	non-executive directors) of any member of the Group
	or any substantial shareholder or any company
	controlled by a substantial shareholder or any person
	or entity that provides research, development or other
	technological support or any advisory, consultancy,
	professional or other services to any member of the
	Group
"Repurchase Mandate"	A general mandate proposed to be granted to the
	Directors to exercise the powers of the Company to
	repurchase Shares during the period as set out in the
	ordinary resolution no. 5 in the AGM Notice up to
	10% of the issued share capital of the Company as at
	the date of passing the ordinary resolution no. 5
"Scheme Mandate Limit"	the total number of Shares which may be issued upon
	exercise of all options to be granted under the New
	Share Option Scheme and any other share option
	scheme(s) of the Company
"Share(s)"	Ordinary share(s) of HK$0.20 each in the capital of the
	Company
"Shareholder(s)"	Holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meaning ascribed thereto in the Listing Rules
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"%"	Per cent

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