10:24 CENTURY LEGEND<00079> - Announcement & Resumption (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CENTURY LEGEND (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 0079) VERY SUBSTANTIAL ACQUISITION CONNECTED TRANSACTION AND RESUMPTION OF TRADING On 9th April, 2005, LNX entered into a legally binding Memorandum of Terms with among others, Keenfull, who is not a connected person of the Company, to acquire a call option in respect of all the shares in Fastpro (which indirectly holds Holiday Inn, Macau) and the rights to manage the Hotel during the Option Period. The Memorandum of Terms is subject to all parties entering into further agreement setting out in detail the terms and conditions for the transaction. Pursuant to the Memorandum of Terms, the Company has on 3rd May, 2005 entered into the Agency Agreement, the Option Agreement and the JV Agreement. LNX is a 50/50 owned joint venture formed with CL Properties, a wholly-owned subsidiary of China Sky which is the controlling shareholder of the Company. The formation of a joint venture between the Group and CL Properties for the purpose of entering into the Agency Agreement, the Novation and the JV Agreement constitutes a connected transaction of the Company under the Listing Rules and is subject to the Independent Shareholders' approval (by way of poll) at the Special General Meeting. China Sky and its associates shall abstain from voting on the transactions. The entering into of the Agency Agreement, the Novation and the JV Agreement also constitutes a very substantial acquisition of the Company under the Listing Rules. The Company will issue a circular containing details of the transactions to the Shareholders as soon as possible. Trading in the Shares was suspended from 9:30 a.m. on 11th April, 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading of the Shares on the Stock Exchange with effect from 9:30 a.m. on 9th May, 2005. INTRODUCTION The Board is pleased to announce that on 9th April, 2005, LNX which is 50/50 owned by the Group and China Sky, the controlling shareholder of the Company, entered into a legally binding Memorandum of Terms with, among others, Keenfull, who is not a connected person of the Company, to acquire a call option in respect of all the shares in Fastpro (which indirectly holds Holiday Inn, Macau) and the rights to manage the Hotel during the Option Period. The Memorandum of Terms is subject to all parties entering into further agreement setting out in detail the terms and conditions for the transaction. Pursuant to the Memorandum of Terms, the Company has on 3rd May, 2005 entered into the Agency Agreement, the Option Agreement and the JV Agreement, detailed terms of these agreements are set out below. THE AGENCY AGREEMENT Date: 3rd May, 2005 Parties: Principal: LNX, a joint venture owned as to 50% by CL Properties and 50% by HKM, a wholly-owned subsidiary of the Company. Agent: CL Properties, a wholly-owned subsidiary of China Sky which is the controlling Shareholder currently holding approximately 37% interest in the Company. China Sky is ultimately beneficially owned as to one third by each of Mr. Samuel Tsang, the executive chairman of the Company, Mr. Tsang Chiu Ching, an executive Director, and Ms. Sylvia Tsang. Ms. Sylvia Tsang is the sister of Mr. Samuel Tsang and Mr. Tsang Chiu Ching. Other parties: HKM Pursuant to the Agency Agreement, CL Properties was appointed as the agent of LNX to enter into the Option Agreement (as detailed in the paragraph headed "The Option Agreement" below).