Macau Legend Development : Announcements and Notices -

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Macau Legend Development Limited 澳門勵駿創建有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1680)

DISCLOSEABLE TRANSACTION:

ACQUISITION OF HOWING ENTERPRISES CO., LTD

THE ACQUISITION

On 28 December 2018, the Seller as seller and the Company, as buyer entered into the Sale and Purchase Deed in respect of the sale and purchase of the Sale Shares, being entire issued share capital of Howing, which in turn, will hold the Land. The Total Consideration for the Sale Shares and the Land is US$90,010,000.

The Group plans to develop the Land into integrated resort in Siem Reap Province, Cambodia.

IMPLICATION UNDER THE LISTING RULES

As some applicable percentage ratios (as defined under the Listing Rules) for the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of Listing Rules.

The Board wishes to emphasise that the Acquisition is subject to a number of conditions, which may or may not be fulfilled. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the Shares.

THE ACQUISITION

On 28 December 2018, the Seller as seller and the Company, as buyer entered into the Sale and Purchase Deed in respect of the sale and purchase of the Sale Shares, being entire issued share capital of Howing, which in turn, will hold the Land.

THE SALE AND PURCHASE DEED

Date:

28 December 2018

Parties:

Seller: Mr. Wang Jieman alias Wang Kitman

Buyer: the Company

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Seller is an independent third party who is not connected with the Company and its connected persons.

Assets to be acquired

The Sale Shares, being the entire issued share capital of Howing. Howing is a private limited liability company incorporated in the Kingdom of Cambodia. To the best knowledge, information and belief having made the reasonable enquiry, the entire issued share capital of Howing is owned by the Seller.

Howing was a private limited liability company incorporated in the Kingdom of Cambodia on 30 March 2018 and is wholly owned by the Seller. As at the date of this announcement, Howing does not commence its operation and it is intended that Howing will be used for holding the Land.

Set out below is a summary of the key financial data of Howing based on unaudited management accounts of Howing from 30 March 2018 (date of incorporation) to 30 November 2018 as provided by the Seller which was prepared in accordance with the generally accepted accounting principles in the Cambodia:

For the period from
30 March 2018 to 30 November 2018
(US$)
(unaudited)
Turnover	-
Loss before taxation	-
Loss after taxation	-

The unaudited net assets value of Howing as at 30 November 2018 was approximately US$10,000.

The Land

The Land comprises several parcels of land of total area of approximately 1,200 hectares located in Siem Reap Province, Cambodia.

After the Sale Shares have been fully transferred to Sky Force, the Seller shall procure the transfer to and registration of the ownership of the Land in the name of Howing by the Long Stop Date.

Land Transfer Conditions

The Land transferred by the Seller to Howing shall meet the following conditions: -

• (i) the Land must be freehold land and free and clear of any encumbrances, and the Land must have no aboriginal and other villagers or squatters, schools and students, no dispute, no land external mortgage, pledge and guarantee;

• (ii) the Land must be adjoining in one full plot and must not be scattered and separate from each other; and

(iii)there is about 83.88 hectares of land belongs to the Aspara Authority where it can be planned for parking or garden.

Land Registration

(i)the Seller shall provide copies of all other relevant documents to the Company;

(ii) the Seller shall procure all the Land to be transferred to and registered in the name of Howing by the Long Stop Date; and

(iii)in case that the 100% shares of Howing with the Land transferred to and registered in the name of Sky Force with total size is less than 1,200 hectares by the Long Stop Date or any agreed extension, the Full Land Purchase Price shall be adjusted on a pro-rata basis. The Seller shall refund to the Company the sum equal to the product of the actual size of the shortfall of the Land and the Land Rate within three (3) months after the completion of the transfer of the Sale Shares.

The final area of the Land transferred and registered in the name of Howing is based on the area confirmed on the final certificate of land title (hard title deeds) issued by the Competent Land Authorities.

Consideration

The Total Consideration for the Sale Shares and the Land is US$90,010,000.

On 6 June 2014, the Company and the Seller entered into the MOU (which was subsequently amended and modified by various supplemental memoranda of understanding) in relation to the possible acquisition of the Land either by way of acquisition of some Cambodian companies or directly acquire the Land by the Cambodian subsidiary of the Company. Pursuant to the MOU, the Company had paid an initial refundable deposit of US$90 million (the "Refundable Deposit") for the possible acquisition.

The Seller and the Company agreed that upon the signing of the Sale and Purchase Deed, the Refundable Deposit shall be used to settle the Full Land Purchase Price in full.

The Total Consideration has been determined with reference to (i) the register capital of Howing; and (ii) the prevailing land price in the near vicinity of the Land.

The Total Consideration was arrived at after arm's length negotiations between the parties to the Acquisition. The Company funds the Total Consideration by its internal resources.

The Seller shall refund the Refundable Deposit if it fails in any of its obligations to have transferred all of the Land by the Long Stop Date or any agreed extension, or if 100% shares of Howing is failed to be transferred to Sky Force.

Completion of the transfer of Sale Shares

The completion of the transfer of the Sale Shares shall take place within 40 business day from the date of signing the Sale and Purchase Deed and thereafter, the Seller shall procure the transfer of the Land to Howing by the Long Stop Date.

Upon completion of the transfer of the Sale Shares, Howing will become a subsidiary of the Company and the financial results of Howing will be consolidated into the Company's accounts.

Tax and commission

The Seller shall pay the shares transfer tax in Cambodia of 0.1% of the purchase price of the Sale Shares to the Ministry of Commerce in Cambodia; and the rest of the cost of shares transfer will be borne by the Group including but not limited to the government fees and the lawyer fees.

The Company agrees to pay land tax and 1% commission fee calculated at the Land Rate multiplied by the total Land area held by Howing.

Post-transfer obligations of the Seller and the Company

(i) the Seller will assist the Company for obtaining the necessary land usage rights for the Land to be re-zoned from agricultural to residential/commercial development, and the land conversion costs involved shall be payable by the Group;

(ii)the Seller shall strive to register the ownership under hard title certificate and transfer the ownership of 1,200 hectares of Land to Howing by the Long Stop Date;

(iii) the Seller shall be responsible to take care of any claim aroused by any third party therefrom after the completion of the transfer of shares of Howing with Land to Sky Force, if such claims derived from direct default of the Seller before the land transfer took place; and

(iv)the Seller shall be responsible for land management responsibility before the transfer of the Land, and the Company shall be responsible for land management rights after the transfer of the Land.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Company is an investment holding company. The Group is one of the leading owners of entertainment and gaming facilities in Macau. It is principally engaged in (i) the provision of gaming services to Sociedade de Jogos de Macau, S.A. in Landmark Casino, Babylon Casino and Legend Palace Casino; (ii) the operation of casino inside Savan Legend Resorts Hotel and Entertainment Complex in Laos PDR; and (iii) the operation of hotels, entertainment and leisure facilities within the Group's properties.

The Acquisition of the Land by the Group is intended for construction and development of integrated resort in Siem Reap Province, Cambodia, allowing the Group to take part in and benefit from the tourism industry of Cambodia, which is important for the Group's long-term development as well as the broadening of its revenue base.

The Directors consider that the terms of the Sale and Purchase Deed are fair and reasonable and the Acquisition is in the interests of the Company and its Shareholders as a whole.

IMPLICATION UNDER THE LISTING RULES

As some applicable percentage ratios (as defined under the Listing Rules) for the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of Listing Rules.

The Board wishes to emphasise that the Acquisition is subject to a number of conditions, which may or may not be fulfilled. Shareholders and potential investors of the Company should exercise caution when they deal or contemplate dealing in the Shares.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the same following meanings as set out below:

"Acquisition"	the acquisition of the entire issue share capital of Howing, which in
turn, will hold the Land, by the Company or its nominee from the Seller
pursuant to the Sale and Purchase Deed
"Board"	the board of Directors
"Company"	Macau Legend Development Limited, a limited liability company
incorporated in the Cayman Islands, the Shares of which are listed on the
Main Board of the Stock Exchange (stock code: 1680)
"connected	has the meaning ascribed to this term under the Listing Rules
person(s)"
"Director(s)"	the director(s) of the Company
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