Legend : Connected Transaction Investment in a Private Equity Fund

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.

聯想控股股份有限公司

Legend Holdings Corporation

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 03396)

Connected Transaction

Investment in a Private Equity Fund

On December 24, 2019, Dongfangqihui (a subsidiary of the Company, and as one of the limited partners) and other limited partners jointly entered into the Partnership Agreement with Hony Capital Management (as the general partner and manager) to set up a fund, pursuant to which, the total amount of the final capital commitment of Dongfangqihui shall not exceed RMB800 million, and the proportion of its commitment shall not exceed 20% of the total size of the Fund.

Mr. ZHAO is a connected person of the Company under Chapter 14A of the Listing Rules, and he also indirectly controls over 30% of interests in Hony Capital Management. Therefore, Hony Capital Management is deemed to be an associate of Mr. ZHAO. Under Chapter 14A of the Listing Rules, the transaction contemplated under the Partnership Agreement constitutes a connected transaction of the Company. As the applicable percentage ratio exceeds 0.1% but is less than 5%, it is subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

On December 24, 2019, Dongfangqihui (a subsidiary of the Company, and as one of the limited partners) and other limited partners jointly entered into the Partnership Agreement with Hony Capital Management (as the general partner and manager) to set up a fund, pursuant to which, the total amount of the final capital commitment of Dongfangqihui shall not exceed RMB800 million, and the proportion of its commitment shall not exceed 20% of the total size of the Fund.

The principal terms of the Partnership Agreement are summarized as follows:

Date:	December 24, 2019
Name of the Fund:	Shenzhen Hony 2019 Corporate Management Center (Limited
	Partnership) ( 深圳弘毅貳零壹玖企業管理中心（有限合夥）), a
	limited partnership incorporated in the PRC
Parties:	Dongfangqihui, as a limited partner
	Hony Capital Management, as the general partner and manager

- 1 -

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, other limited partners and their ultimate beneficial owners are third parties independent of the Company and its connected persons.

Investment objective It focuses on investment in value-added investment properties in first-

• of the Fund: and second-tier cities in the PRC. The types of investment properties include commercial offices, non-commercial offices and light-asset properties, with the majority being commercial offices. Certain measures such as refurbishment, operational improvements and functional adjustments being taken in order to achieve capital appreciation and to create returns for investors.

Size and capital	The targeted capital commitment is RMB4 billion. The general
commitment	partner may decide to increase or decrease the total amount to be

• of the Fund: raised based on the actual funds being raised.

The total amount of the final capital commitment of Dongfanqihui shall not exceed RMB800 million, and the proportion of its commitment shall not exceed 20% of the total size of the Fund.

The aforesaid size and capital commitment were determined after arm's length negotiations between the general partner and the limited partners, with reference to the expected capital needs of the Fund and the possible investment returns and financial resources of each party.

The capital commitment of Dongfangqihui will be financed by the internal resources of the Company.

Duration of the Fund: The duration of the Fund is five years. The general partner has the sole discretion to extend the term once, for a period of not more than one year; the general partner may subsequently, pursuant to the requirements of the Partnership Agreement, further apply for the extension of the term once, for a period of not more than one year.

Fund manager and

Hony Capital Management, as the general partner, will be the

• management fee: manager providing investment management, administrative management and daily operation management services to the Fund.

During the first two (2) years of the investment period, the annual management fee shall be 2% of each limited partner's capital commitment. During the remaining duration after the first two

1. years, the annual management fee shall be 2% of each limited partner's share of acquisition costs in unrealised investments.

- 2 -

Distribution of returns If the preferred return of the investment after netting the return of the

• of the Fund: limited partner's capital contribution exceeds 8%, the general partner shall be entitled to a catch-up and a distribution. Such distribution for the general partner shall be 20% of such investment return.

Fund Management: In order to enhance specialization and quality of implementation of the decision-making process, an investment committee shall be set up under the general partner. The committee shall be responsible for reviewing and resolving on investments (or their realizations) submitted by the investment management team of the general partner and manager.

REASONS FOR AND BENEFITS OF THE INVESTMENT FUND

Legend Holdings has been seeking investment opportunities to strengthen its financial investments so as to enhance the long-term growth potential of the Company. After conducting systematic researches on the commercial property industry and the real estate fund industry, as well as on the investment strategies, team capability, historical results and land reserves etc. of the fund manager, the Company is of the view that the general partner and manager of the Fund have a clear and focused mode and are able to concentrate on value-added investments that show impressive capabilities to enhance the values of operational platforms, with extensive professional investment experiences and outstanding track records since funds managed by them in the past all managed to secure high returns through timely exits. In addition, the general partner and manager of the Fund also have an excellent real estate finance team equipped with the comprehensive capabilities of "Real Estate + Finance + Operation".

The Board is of the view that the Fund is a valuable investment and meets the requirements for asset allocation for financial investments, which will enable the Company to seize the opportunity to further diversify its areas of investment and investment risks exposures. The Company will be benefited from the rapid growth industries in the PRC through investing in the Fund, so as to realise continuous optimisation of the Company's asset allocation structure and flexible capital utilisation and to enhance its capital strengths.

INFORMATION OF THE PARTIES

Information of the General Partner and Manager

Hony Capital Management (Tianjin) (Limited Partnership), the general partner and manager of the Fund, is a limited partnership incorporated in the PRC. It is principally engaged in the management of private equity funds and has been registered with the Asset Management Association of China as a private equity fund manager (registration number: P1000283).

- 3 -

Information of the Fund

Shenzhen Hony 2019 Corporate Management Center (Limited Partnership) is a limited partnership incorporated in the PRC. It is principally engaged in corporate management consultancy, investment consultancy, business information consultancy and economic information consultancy (the aforesaid exclude restricted projects which shall be operated after acquiring relevant licenses, and except for projects prohibited by laws, administrative regulations and the State Council). The partnership shall satisfy the filing requirements for a private equity fund in accordance with applicable laws.

Information of the Company and Dongfangqihui

Legend Holdings is a leading diversified investment holding group in the PRC and has developed an innovative, two-wheel-driven synergy business model by "strategic investments + financial investments". Its strategic investments business diversifies into five segments: IT, financial services, innovative consumption and services, agriculture and food, and advanced manufacturing and professional services. Its financial investments business primarily consists of angel investments, venture capital investments, private equity investments and other investments that cover all stages of a company's life cycle.

Xizang Dongfangqihui Investment Co., Ltd. is a company established in the PRC with limited liability and a subsidiary of the Company. It is principally engaged in project investment, investment management and investment consultancy businesses.

LISTING RULES IMPLICATIONS

Mr. ZHAO is a connected person of the Company under Chapter 14A of the Listing Rules, and he also indirectly controls over 30% of interests in Hony Capital Management. Therefore, Hony Capital Management is deemed to be an associate of Mr. ZHAO. Under Chapter 14A of the Listing Rules, the transaction contemplated under the Partnership Agreement constitutes a connected transaction of the Company. As the applicable percentage ratio exceeds 0.1% but is less than 5%, it is subject to the reporting and announcement requirements but exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

Mr. ZHAO has abstained from voting on the resolution of the Board in respect of the approval of the Partnership Agreement. Save as disclosed above, no other Directors have material interests in the aforesaid agreement, or are required to abstain from voting on the relevant resolution of the Board.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

"associate"	shall have the same meanings ascribed thereto under the Listing
	Rules
"Board"	the board of directors of the Company
	- 4 -

"Company" or	L e g e n d H o l d i n g s C o r p o r a t i o n (聯想控股股份有限公
"Legend Holdings"	司), a joint stock limited liability company incorporated
	under the laws of the PRC, the H shares of which
	are listed on the Main Board of the Stock Exchange
"connected person(s)"	shall have the same meanings ascribed thereto under the Listing
	Rules
"connected transaction"	shall have the same meanings ascribed thereto under the Listing
	Rules
"Director(s)"	director(s) of the Company
"Dongfangqihui"	Xizang Dongfangqihui Investment Co., Ltd. (西藏東方企慧
	投資有限公司), a subsidiary of the Company, and as a limited
	partner of the Fund
"final capital commitment"	the aggregate capital commitment amount as at the date of the
	final closing of the Fund
"Fund"	Shenzhen Hony 2019 Corporate Management Center (Limited
	Partnership) (深圳弘毅貳零壹玖企業管理中心（有限合夥）),
	a limited partnership incorporated in the PRC
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hony Capital Management"	Hony Capital Management (Tianjin) (Limited Partnership)
	(弘毅投資管理（天津（）有限合夥）), a limited partnership
	incorporated in the PRC, and as the general partner and
	manager of the Fund
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Mr. ZHAO"	Mr. ZHAO John Huan, an executive Director and executive
	vice president of the Company
"Partnership Agreement"	in relation to the Shenzhen Hony 2019 Corporate Management
	Center (Limited Partnership) Partnership Agreement
"PRC"	the People's Republic of China, and for the purpose of this
	announcement, excluding Hong Kong, Macau and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC

- 5 -

"Shareholders"	holders of the share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent.

By order of the Board

Legend Holdings Corporation

NING Min

Executive Director and Joint Company Secretary

Hong Kong, December 24, 2019

As at the date of this announcement, the Executive Directors of the Company are Mr. LIU Chuanzhi, Mr. ZHU Linan, Mr. ZHAO John Huan and Mr. NING Min; the Non-executive Directors of the Company are Mr. WU Lebin and Mr. SUO Jishuan; and the Independent Non-executive Directors of the Company are Mr. MA Weihua, Mr. ZHANG Xuebing and Ms. HAO Quan.

- 6 -