CENTURY LEGEND HOLDINGS LTD 
By 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)
(Stock Code: 00079)DISCLOSEABLE TRANSACTIONIN RELATION TO ACQUISITION OF PROPERTYThe Board announces that after Stock Exchange trading hours on 4 July 2011, the Purchaser, a wholly-owned subsidiary of the Company, entered into the Provisional Agreement with the Vendor in relation to the acquisition of the Property, which is a residential unit in Taikoo Shing, Hong Kong, for a consideration of HK$6,190,000. The Property is currently vacant and will be delivered in vacant possession upon Completion.
The Provisional Agreement serves as a framework to govern the action that the parties shall take, including the execution of the Formal Agreement. The Formal Agreement shall be signed on or before 18 July 2011. Completion of the sale and purchase of the Property shall take place on or before 18 August 2011. The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules.THE PROVISIONAL AGREEMENTDate: 4 July 2011Parties:Vendor : Global Honour Consultants Limited, an independent third party
Purchaser : Century Legend Management Limited, a wholly-owned subsidiary of the Company* For identification purposes only
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To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons. The principal business activity of the Vendor is property holding.
Subject matter:Pursuant to the Provisional Agreement, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Property.
The Provisional Agreement serves as a framework to govern the action that the parties shall take, including the execution of the Formal Agreement. The Formal Agreement shall be signed on or before 18 July 2011. Completion of the sale and purchase of the Property shall take place on or before 18 August 2011. The Provisional Agreement shall have binding effect on the Vendor and the Purchaser and shall remain in full force and effect unless and until replaced by the Formal Agreement.Information of the Property:The Property is a residential unit located at Flat F, 23rd Floor, Loong Shan Mansion, Koo Shan Terrace, 21 Taikoo Shing Road, Taikoo Shing, Hong Kong with a total gross floor area of approximately 675 sq. ft.. The Property is currently vacant and will be delivered in vacant possession upon Completion.
As advised by the Vendor, the aggregate annual rental derived from the Property was approximately HK$186,000 and after deducting direct expenses in connection with the Property such as government rates and management fee, the net profit attributable to the Property for the two year lease period ending on 8 May 2011 was on average approximately HK$169,000 a year.Consideration and payment terms:The consideration for the Property of HK$6,190,000 is payable in the following manner:
(i) t h e Initial Deposit of HK $200,000 (representing approximately 3.23% o f t h e Consideration) was paid in cash by the Purchaser on the date of the Provisional Agreement; (ii) HK$419,000 (representing approximately 6.77% of the Consideration), shall be payable in cash upon the signing of the Formal Agreement; and (iii) the remaining balance of HK$5,571,000 (representing 90.0% of the Consideration), shall be payable in cash by the Purchaser upon Completion.2
If the Purchaser fails to complete the purchase pursuant to the terms of the Provisional Agreement, the Initial Deposit shall be forfeited to the Vendor as full and final settlement of all claims in connection with the Provisional Agreement whatsoever. If the Vendor fails to complete the sale pursuant to the terms of the Provisional Agreement, the Vendor shall immediately refund the Initial Deposit to the Purchaser together with a sum equivalent to the amount of the Initial Deposit as liquidated damages and the Purchaser shall not take any further action to claim for damages or to enforce specific performance.
The Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser by reference to the prevailing market value of similar properties in the same area in Hong Kong. The Consideration will be financed by internal resources and/or bank borrowings. However, the Group has not yet determined the apportionment of the above as at the date of this announcement.REASONS FOR THE ACQUISITIONThe Company is an investment holding company and its subsidiaries are principally engaged in travel related business, provision of health and beauty services, money lending business, provision of stock brokering services and property investment.
The Hong Kong economy maintained a notable growth of gross domestic product (GDP) of 6.8% in 2010 and is expecting a GDP growth of 4%-5% this year as the domestic demand and inbound tourism play a more prominent role in driving overall economic growth. With the boost of abundant liquidity flows, sustained low interest rate and tight supplies, property prices rose by 20% last year. Despite the various measures recently introduced by the Hong Kong Government to cool down the property market, it is alleged property prices escalated by another 10% in the first half of 2011. Meanwhile, rentals for both the commercial and residential properties continue to notch up along with the upbeat economic development. In this regard, the Group decided to further enhance its investments in the residential sector. Taikoo Shing has long been recognized as one of the blue chips estates as well as one of the most popular estates in terms of rental due to its convenient location. In view thereof, the Directors believe the Property represents a promising investment to the Group. The Property is located in Taikoo Shing, being a prime private housing estate in Quarry Bay, Hong Kong. It forms a part of the Swire Group’s Island East residential and retail branding, along with TaiKoo Place, the adjacent Cityplaza retail and office complex and EAST, a lifestyle business hotel. Taikoo Shing is accessible by an excellent transportation network including direct access to the Tai Koo Station of the Mass Transit Railway as well as various bus lines. The Group intends to hold the Property for investment and rental purposes. The Directors are of the view that the Acquisition would generate stable rental revenue and return and provide capital appreciation potential to the Group.3
Taking into account the above factors, the Directors consider that the terms of the Acquisition including the Consideration are fair and reasonable and the Acquisition is in the interests of the Shareholders and the Company as a whole.
GENERALThe Acquisition constitutes a discloseable transaction for the Company under the Listing
Rules.DEFINITIONSIn this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:
“Acquisition” the acquisition of the Property by the Purchaser pursuant to the terms of the Provisional Agreement and the Formal Agreement “Board” the board of Directors “Company” Century Legend (Holdings) Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange “Completion” completion of the Acquisition “connected person(s)” has the meaning ascribed to it under the Listing Rules “Consideration” the consideration of HK$6,190,000 for the Acquisition “Director(s)” director(s) of the Company “Formal Agreement” the final and formal contract to be signed between the Purchaser and the Vendor in relation to the Acquisition “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Initial Deposit” the deposit of HK$200,000 paid by the Purchaser on signing of the Provisional Agreement4
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange “Property” Flat F, 23rd Floor, Loong Shan Mansion, Kao Shan Terrace, 21 Taikoo Shing Road, Taikoo Shing, Hong Kong “Provisional Agreement” the provisional agreement for sale and purchase dated 4 July 2011 and entered into between the Purchaser and the Vendor in relation to the Acquisition “Purchaser” Century Legend Management Limited, a wholly-owned subsidiary of the Company “Shareholder(s)” holder(s) of the ordinary share(s) of HK$0.20 each in the capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Global Honour Consultants Limited, an independent third party “HK$” Hong Kong dollars, the lawful currency of Hong Kong “sq. ft.” square feet By Order of the BoardCentury Legend (Holdings) LimitedChu Ming Tak Evans TaniaExecutive Director
Hong Kong, 5 July 2011
As at the date of this announcement, the Board comprises eight Directors, of which five are executive Directors, namely, Mr. Tsang Chiu Mo, Samuel, Mr. Tsang Chiu Ching, Ms. Tsang Chiu Yuen, Sylvia, Ms. Chu Ming Tak Evans Tania and Mr. Wu Binquan; and three are independent non-executive Directors, namely Mr. Hui Yan Kit, Mr. Wong Tak Ming Gary and Mr. Au Chi Wai Edward.
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