THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Macau Legend Development Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or 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.

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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)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(2) RENEWAL OF

THE EXISTING CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the renewal of the existing continuing connected transactions

A letter from the Board (as defined in this circular) is set out on pages 6 to 39 of this circular. A letter from the Independent Board Committee (as defined in this circular) containing its advice to the Independent Shareholders (as defined in this circular) in relation to the Renewal (as defined in this circular) is set out on pages 40 to 41 of this circular. A letter from the Independent Financial Adviser (as defined in this circular) containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the Renewal is set out on pages 42 to 65 of this circular.

A notice convening an extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Thursday, 29 December 2016 or any adjournment of such meeting is set out on pages 73 to 74 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed on it and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment of such meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting should you so wish and, in such event, the form of proxy shall be deemed to be revoked.

For identification purposes only

2 December 2016

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
IN RELATION TO THE RENEWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
LETTER FROM ALTUS CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
APPENDIX I — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
APPENDIX II — NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

‘‘Annual Caps’’

the respective annual caps in relation to the transaction amounts under (i) the Connected Procurement Agreements, and (ii) the Chong Son Construction Services Agreement for the three financial years ending 31 December 2019

‘‘Articles of Association’’

the articles of association of the Company as supplemented or amended or substituted from time to time

‘‘associate(s)’’

has the same meaning ascribed to it under the Listing Rules

‘‘Board’’

the board of Directors

‘‘Cape Verde’’

the Republic of Cabo Verde

‘‘Chong Son’’

Chong Son Construction Company Limited, a company incorporated in Macau and a connected person of the Company

‘‘Chong Son Construction Services Agreement’’

the framework agreement dated 7 November 2016 between the Company and Chong Son for the procurement of construction and renovation work

‘‘Companies Ordinance’’
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended from time to time
‘‘Company’’

Macau Legend Development Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

‘‘connected person(s)’’

has the same meaning ascribed to it under the Listing Rules

‘‘Connected Procurement Agreements’’
the Ou Kei Cleaning Services Agreement, the On Kei Management Cleaning Services Agreement, the Royal Garden Supplies Agreement and the NLC Laundry Service Agreement
‘‘DICJ’’

the Gaming Inspection and Coordination Bureau, a department of the public administration of Macau

‘‘Director(s)’’

the director(s) of the Company

– 1 –

DEFINITIONS

‘‘EGM’’

the extraordinary general meeting or any adjournment of such meeting (as the case may be) to be held by the Company for the Shareholders to consider and, if thought fit, approve (i) the Proposed Amendments, and (ii) the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it)

‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’
Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the People’s Republic of China
‘‘Independent Board Committee’’
an independent committee of the Board, comprising all the independent non-executive Directors to be appointed by the Board to advise the Independent Shareholders in relation to the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it)
‘‘Independent Financial Adviser’’ or ‘‘Altus Capital’’
Altus Capital Limited, a licensed corporation to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it)
‘‘Independent Shareholder(s)’’
independent Shareholder(s) of the Company
‘‘independent third party/parties’’
a person or persons which is or are independent of, and not connected with, any Directors, chief executive or substantial shareholders of the Group or any of their respective associate(s)
‘‘Lao PDR’’
the Lao People’s Democratic Republic
‘‘Latest Practicable Date’’
28 November 2016, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained in this circular

– 2 –

DEFINITIONS

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
‘‘Macau’’
the Macau Special Administrative Region of the People’s Republic of China
‘‘Macau Fisherman’s Wharf’’ an integrated gaming, hotel, convention and entertainment complex located on the outer harbour of the Macau Peninsula and is owned by a subsidiary of the Company
‘‘Madam Lam’’ Madam Lam Fong Ngo, the vice chairman of the Company, an executive Director, the mother of Mr David Chow and the grandmother of Mr Donald Chow
‘‘Mr Carl Tong’’ Mr Tong Ka Wing, Carl, a co-chairman of the Company and a non-executive Director
‘‘Mr David Chow’’ Mr Chow Kam Fai, David, a co-chairman of the Company, an executive Director, the chief executive officer of the Company, the husband of Ms Melinda Chan, the son of Madam Lam and the father of Mr Donald Chow
‘‘Mr Donald Chow’’ Mr Chow Wan Hok, Donald, an executive Director, the corporate development director and Babylon Casino director of the Company, the son of Mr David Chow and Ms Melinda Chan, and the grandson of Madam Lam
‘‘Mr Frederick Yip’’ Mr Yip Wing Fat, Frederick, the sole shareholder and sole director of New Legend, the executive vice president, head of casino operations of the Company and a connected person of the Company
‘‘Ms Melinda Chan’’ Ms Chan Mei Yi, Melinda, the wife of Mr David Chow and the mother of Mr Donald Chow
‘‘New Legend’’
New Legend VIP Club Limited, a company incorporated in Macau by Mr Frederick Yip, as the sole shareholder and sole director, which engages in the gaming promotion business in Macau, and a subsidiary of the Company
‘‘NLC Laundry’’
New Legend Club Laundry Co. Ltd., a company incorporated in Macau and a connected person of the Company

– 3 –

DEFINITIONS

‘‘NLC Laundry Service Agreement’’

the framework agreement dated 7 November 2016 between the Company and NLC Laundry for the procurement of laundry and cleaning services

‘‘On Kei Management’’

On Kei Management Services Company Limited, a company incorporated in Macau and a connected person of the Company

‘‘On Kei Management Cleaning Services Agreement’’
the framework agreement dated 7 November 2016 between the Company and On Kei Management for the procurement of property cleaning services
‘‘Ou Kei Cleaning’’

Ou Kei Cleaning Services Limited, a company incorporated in Macau and a connected person of the Company

‘‘Ou Kei Cleaning Services Agreement’’
the framework agreement dated 7 November 2016 between the Company and Ou Kei Cleaning for the procurement of property cleaning services
‘‘percentage ratio(s)’’

has the same meaning ascribed to it under the Listing Rules

‘‘Proposed Amendments’’
the proposed amendments to the Articles of Association as described in the paragraph headed ‘‘2. The Proposed Amendments’’ in this circular
‘‘Renewal’’
the renewal of the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it)
‘‘Royal Garden’’

Royal Garden Flower and Fruit Company Limited, a company incorporated in Macau and a connected person of the Company

‘‘Royal Garden Supplies Agreement’’
the framework agreement dated 7 November 2016 between the Company and Royal Garden for the procurement of fruit and flower supplies
‘‘SFO’’
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Shareholder(s)’’

shareholder(s) of the Company

‘‘Share(s)’’
share(s) of the Company
‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘subsidiary’’ or ‘‘subsidiaries’’ has the same meaning ascribed to it under the Listing Rules

– 4 –

DEFINITIONS

‘‘substantial shareholder(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘The Landmark Macau’’ the hotel, dining, conference and casino complex situated at 549–567 Avenida da Amizade, Macau, operated by a subsidiary of the Company ‘‘%’’ per cent

– 5 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr Chow Kam Fai, David (Co-chairman and chief executive officer) Madam Lam Fong Ngo (Vice chairman) Mr Sheldon Trainor-DeGirolamo Mr Chow Wan Hok, Donald

Registered office: Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Directors: Mr Tong Ka Wing, Carl (Co-chairman) Ms Ho Chiulin, Laurinda

Independent non-executive Directors: Mr Fong Chung, Mark Mr Xie Min Madam Tam Wai Chu, Maria

Principal place of business in Hong Kong: Shop 102, 1/F, Shun Tak Centre 168–200 Connaught Road Central Hong Kong

2 December 2016

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(2) RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

Reference is made to (i) the announcement of the Company dated 7 October 2016 in relation to the proposed amendments to the Articles of Association, (ii) the announcement of the Company dated 24 April 2014 and the circular of the Company dated 9 June 2014 in relation to the revisions to the existing continuing connected transactions of the Company, and (iii) the announcement of the Company dated 7 November 2016 in relation to the renewal of the existing continuing connected transactions of the Company. The purpose of this circular is to (i) provide you with details of the Proposed Amendments and the Renewal, and (ii) give you notice of the EGM at which approval of the Shareholders of the Proposed Amendments, and approval of the Independent Shareholders of the Renewal will be sought.

For identification purposes only

– 6 –

LETTER FROM THE BOARD

2. THE PROPOSED AMENDMENTS

Details of the Proposed Amendments are set out below:

Article Number	Article Number		Amended or added provisions of the Articles of Association
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	Article 2(1)	‘‘associate’’ has the meaning attributed to it in the rules of the Designated Stock Exchange.	Deleted
		Not applicable	‘‘Close Associate(s)’’ has the meaning as defined in the rules of the Designated Stock Exchange.
		Not applicable	‘‘Companies Ordinance’’ — the Companies Ordinance, Chapter 622 of the Laws of Hong Kong, as amended from time to time.
		‘‘dollars’’ and ‘‘$’’ — dollars, the legal currency of Hong Kong.	Deleted
		Not applicable	‘‘holding company’’ has the meaning ascribed to it under Section 13 of the Companies Ordinance.
		Not applicable	‘‘Hong Kong dollar(s)’’ and ‘‘HK$’’ — Hong Kong dollar(s), the lawful currency of Hong Kong.
		‘‘Subsidiary and Holding Company’’ has the meanings attributed to them in the rules of the Designated Stock Exchange.	‘‘Subsidiary and Holding Company’’ has the meaning ascribed to it under Section 15 of the Companies Ordinance.
	Article 3(1)	The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of $0.10 each.	The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of HK$0.10 each.
Article 16	Article 16	Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount	Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount

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LETTER FROM THE BOARD

Article Number	Article Number
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.	paid up thereon and may otherwise be in such form as the Directors may from time to time determine. The seal of the Company may only be affixed to a share certificate with the authority of the Directors, or be executed under the signature of appropriate officials with statutory authority, unless otherwise determined by the Directors. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.
Article 44	Article 44	The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock	The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of HK$2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Law or, if appropriate, upon a maximum payment of HK$1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in

– 8 –

LETTER FROM THE BOARD

Article Number	Article Number		Amended or added provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.	such manner in accordance with the rules of the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.	in accordance with the rules
	Article 48(5)	Not applicable	Subject to other provisions of these Articles, fully paid shares of the Company shall be free from any restriction on the right of transfer (except when permitted by the Designated Stock Exchange) and shall also be free from all lien.
	Article 55(2)(c)	... the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.	... the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused an advertisement published in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.
Article 59(1)	Article 59(1)	An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear	An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days . All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by

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LETTER FROM THE BOARD

Article Number	Article Number		Amended or added provisions of the Articles of Association
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		business days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: ...	the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice, subject to the Law, if it is so agreed: ...
	Article 61(2)	No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative shall form a quorum for all purposes.	No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative (and where a corporation is so represented, it shall be
			treated as being present at such general
			meeting in person) shall form a quorum for all purposes.
Article 63	Article 63	The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly	The chairman of the Board or if there is
			more than one chairman, any one of them
			as may be agreed amongst themselves or
			failing such agreement, any one of them
			elected by all the Directors present, shall
			preside as chairman at a general meeting.
			If at any meeting no chairman is present
			within fifteen (15) minutes after the time
			appointed for holding the meeting, or is
			willing to act as chairman of such
			meeting, the deputy chairman of the
			Board or if there is more than one deputy
			chairman, any one of them as may be
			agreed amongst themselves or failing
			such agreement, any one of them elected
			by all the Directors present, shall preside

– 10 –

LETTER FROM THE BOARD

Article Number	Article Number
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.	as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

Article 64	Article 64	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.	The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

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LETTER FROM THE BOARD

Article Existing provisions of the Articles of Amended or added provisions of the Number Association Articles of Association Article Subject to any special rights or Subject to any special rights or 66(1) restrictions as to voting for the time restrictions as to voting for the time being attached to any shares by or in being attached to any shares by or in accordance with these Articles, at any accordance with these Articles, at any general meeting on a poll every Member general meeting on a poll every Member present in person or by proxy or, in the present in person or by proxy or, in the case of a Member being a corporation, by case of a Member being a corporation, by its duly authorised representative shall its duly authorised representative shall have one vote for every fully paid share have one vote for every fully paid share of which he is the holder but so that no of which he is the holder but so that no amount paid up or credited as paid up on amount paid up or credited as paid up on a share in advance of calls or instalments a share in advance of calls or instalments is treated for the foregoing purposes as is treated for the foregoing purposes as paid up on the share. A resolution put to paid up on the share. A resolution put to the vote of a meeting shall be decided by the vote of a meeting shall be decided by way of a poll save that the chairman of way of a poll save that the chairman of the meeting may in good faith, allow a the meeting may in good faith, allow a resolution which relates purely to a resolution which relates purely to a procedural or administrative matter to be procedural or administrative matter to be voted on by a show of hands in which voted on by a show of hands in which case every Member present in person (or case every Member present in person (or being a corporation, is present by a duly being a corporation, is present by a duly authorized representative), or by authorized representative), or by proxy(ies) shall have one vote provided proxy(ies) shall have one vote provided that where more than one proxy is that where more than one proxy is appointed by a Member which is a appointed by a Member which is a clearing house (or its nominee(s)), each clearing house (or its nominee(s)), each such proxy shall have one vote on a such proxy shall have one vote on a show of hands. For purposes of this show of hands. For purposes of this Article, procedural and administrative Article, procedural and administrative matters are those that (i) are not on the matters are those that (i) are not on the agenda of the general meeting or in any agenda of the general meeting or in any supplementary circular that may be supplementary circular that may be issued by the Company to its Members; issued by the Company to its Members; and (ii) relate to the chairman’s duties to and (ii) relate to duties of the chairman maintain the orderly conduct of the of the meeting to maintain the orderly meeting and/or allow the business of the conduct of the meeting and/or allow the meeting to be properly and effectively business of the meeting to be properly dealt with, whilst allowing all Members a and effectively dealt with, whilst reasonable opportunity to express their allowing all Members a reasonable views. to their views.

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to duties of the chairman of the meeting to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

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LETTER FROM THE BOARD

Article Number	Article Number
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	Article 67	Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.	Where a resolution is voted on by a show of hands, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.
Article 74	Article 74	If: (a) any objection shall be raised to the qualification of any voter; or (b) any votes have been counted which ought not to have been counted or which might have been rejected; or (c) any votes are not counted which ought to have been counted; the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the	If: (a) any objection shall be raised to the qualification of any voter; or (b) any votes have been counted which ought not to have been counted or which might have been rejected; or (c) any votes are not counted which ought to have been counted; the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the

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LETTER FROM THE BOARD

Article Number	Article Number		Amended or added provisions of the Articles of Association
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.	decision of the meeting on any resolution if the chairman of the meeting decides that the same may have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive.
Article 100(1)	Article 100(1)	A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely: (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associate(s) at the request of or for the benefit of the Company or any of its subsidiaries; (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;	A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his Close Associate(s) is materially interested, but this prohibition shall not apply to any of the following matters namely: (i) any contract or arrangement for the giving to such Director or his Close Associate(s) any security or indemnity in respect of money lent by him or any of his Close Associate(s) or obligations incurred or undertaken by him or any of his Close Associate(s) at the request of or for the benefit of the Company or any of its subsidiaries; (ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his Close Associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

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LETTER FROM THE BOARD

Article Number		Amended or added provisions of the Articles of Association	Amended or added provisions of the Articles of Association
Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer; (iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or (v) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.	(iii) (iv) (v)	any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his Close Associate(s) is/are or is/are to be interested as a participant in the underwriting or sub underwriting of the offer; any contract or arrangement in which the Director or his Close Associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his Close Associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his Close Associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

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LETTER FROM THE BOARD

Article Number	Article Number
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	Article 100(2)	If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.	If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director or his Close Associate(s) (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman of the meeting) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director or his Close Associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting or his Close Associate(s) such question shall be decided by a resolution of the Board (for which purpose such chairman of the meeting shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman of the meeting or his Close Associate(s) as known to chairman of the meeting has not been fairly disclosed to the Board.
Article 101(4)	Article 101(4)	Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly: (i) make a loan to a Director or a director of any holding company of	The Company shall not make any loan, directly or indirectly, to a Director or his Close Associate(s) if and to the extent it would be prohibited by the Companies Ordinance as if the Company were a company incorporated in Hong Kong.

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LETTER FROM THE BOARD

Article Number	Article Number		Amended or added provisions of the Articles of Association	Amended or added provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
		the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange); (ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director; or (iii) if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.
Article 115	Article 115	The Board may elect a chairman and one or more deputy chairman of its meetings and determine the period for which they are respectively to hold such office. If no chairman or deputy chairman is elected, or if at any meeting neither the chairman nor any deputy chairman is present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.	The Board may elect one or more chairman and one or more deputy chairman of the Board and determine the period for which they are respectively to hold such office (and for the purposes of these Articles, deputy chairman shall		one or more
				deputy chairman shall
			include vice chairman and any cognate
			expression). If no chairman or deputy chairman is elected, or if at any meeting of the Board no chairman is present
			within five (5) minutes after the time
			appointed for holding the meeting, or is
			willing to act as chairman of such
			meeting, the deputy chairman of the
			Board or if there is more than one deputy
			chairman, any one of them as may be
			agreed amongst themselves or failing
			such agreement, any one of them elected
			by all the Directors present, shall preside
			as chairman. If no chairman or deputy
			chairman is present within five (5) minutes after the time appointed for

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LETTER FROM THE BOARD

Article Number	Article Number
	Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
			holding the meeting of the Board, or is willing to act as chairman of the meeting, the Directors present may choose one of their number to be chairman of the meeting.
	Article 124(1)	The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.	The officers of the Company shall consist of at least one chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.
	Article 124(2)	The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one (1) Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.	The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors at least one chairman and if more than one (1) Director is proposed for this office, the Directors may elect more than one chairman in such manner as the Directors may determine.
	Article 125(1)	The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two (2) or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.	The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two (2) or more persons may be appointed as joint Secretaries , and two (2) or more persons may be appointed as deputy chairmen of the Board. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.
Article 149	Article 149	Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to	Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to

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LETTER FROM THE BOARD

Article Number		Amended or added provisions of the Articles of Association	Amended or added provisions of the Articles of Association
Article Number	Existing provisions of the Articles of Association	Amended or added provisions of the Articles of Association
	the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.	the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be delivered or sent by post together with the notice of annual general meeting to
		the registered address of every Member
		and every other person entitled to notices of general meetings	receive
			of the
		Company under the provisions of these
		Articles at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

The Cayman and Hong Kong legal advisers of the Company have confirmed that the Proposed Amendments conform with the requirements under the Cayman Islands law and the Listing Rules, respectively. The Directors have also confirmed that there is nothing unusual about the Proposed Amendments.

3. REASONS FOR THE PROPOSED AMENDMENTS

The Proposed Amendments are for (i) facilitating the operation of the structure of co-chairmen of the Company, (ii) reflecting the new Companies Ordinance and the changes in the Listing Rules which are relevant to the Articles of Association since they were last adopted or amended, and (iii) improving the drafting of the Articles of Association.

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LETTER FROM THE BOARD

(a) Facilitating the operation of the structure of co-chairmen of the Company

The Board is under the joint leadership of Mr David Chow and Mr Carl Tong, the cochairmen of the Company. Mr David Chow is an experienced and reputable person in the gaming industry whereas Mr Carl Tong has extensive experience in corporate governance and corporate finance matters. The Company considers that it is beneficial to have two senior persons with different expertise and experience to steer the operation and development of the Group as their respective strengths are complementary to each other.

In addition to the primary roles and responsibilities of Mr David Chow and Mr Carl Tong from an operational perspective in the Company, both of them severally assume duties and responsibilities imposed upon a chairman of a listed company which are considered to be essential for a better management and communication of the Board, critical to business decisions of the Group, and beneficial to enhance the corporate governance of the Company.

As such, to facilitate the operation of the structure of co-chairmen of the Company and to have express provisions relating to such structure in the Articles of Association, the Board proposes to amend the Articles of Association in respect of, among others, the appointment of co-chairmen, the appointment of deputy chairmen, the chairing of meetings of the Board, and the chairing of general meetings of the Company.

(b) Reflecting the new Companies Ordinance and the changes in the Listing Rules which are relevant to the Articles of Association

The Proposed Amendments are also intended to reflect the provisions of the new Companies Ordinance and the changes to Appendices 3 and 13 of the Listing Rules which are relevant to the Articles of Association and which have been implemented since the Articles of Association were last adopted or amended.

(c) Improving the drafting of the Articles of Association

Other minor amendments are included in the Proposed Amendments to improve the drafting of the Articles of Association.

An amended and restated articles of association, in the form to be tabled at the EGM and containing each of the Proposed Amendments, will be adopted by the Company. A copy of the amended and restated articles of association is available for inspection. For details of the documents available for inspection, please refer to the paragraph headed ‘‘12. Documents Available for Inspection’’ in Appendix I to this circular.

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LETTER FROM THE BOARD

4. THE RENEWAL OF THE CONNECTED PROCUREMENT AGREEMENTS

Date of renewal

7 November 2016

Term

The Connected Procurement Agreements include (i) the Ou Kei Cleaning Services Agreement, (ii) the On Kei Management Cleaning Services Agreement, (iii) the Royal Garden Supplies Agreement, and (iv) the NLC Laundry Service Agreement. The term of each of these agreements will be from 1 January 2017 to 31 December 2019. The services under these agreements are set out below:

Parties	Parties	Name of Agreement	Type of Service(s)
(1)	The Company	The Ou Kei Cleaning	Property cleaning services from	Ou Kei
(2)	Ou Kei Cleaning	Services Agreement	Cleaning for the properties	of	the
			Group
(1)	The Company	The On Kei Management	Property cleaning services from	On Kei
(2)	On Kei Management	Cleaning Services Agreement	Management for the properties of the
			Group
(1)	The Company	The Royal Garden Supplies	Fruit and flower supplies	for	the
(2)	Royal Garden	Agreement	catering operations and		hotel
			decorations at the properties	of the
			Group
(1)	The Company	The NLC Laundry Service	Laundry and cleaning services
(2)	NLC Laundry	Agreement

As each of Ou Kei Cleaning, On Kei Management and Royal Garden is owned by Madam Tang Lai Iong, the mother-in-law of Mr David Chow, and certain independent third parties, all of them are connected persons of the Company. As NLC Laundry is owned by Mr Frederick Yip, and Million Up Investments Limited which is jointly owned by Ms Melinda Chan, and Mr Tang Mun Kong, an uncle of Mr David Chow, NLC Laundry is a connected person of the Company.

Principal terms of the Ou Kei Cleaning Services Agreement

Pursuant to the Ou Kei Cleaning Services Agreement, the principal terms are set out below:

(i) The Company agrees to procure or to cause its subsidiaries to procure, and Ou Kei Cleaning agrees to provide, property cleaning services from time to time upon the terms and conditions of the Ou Kei Cleaning Services Agreement for the properties of the Group;

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LETTER FROM THE BOARD

(ii) Invoices for property cleaning services procured by the Group from Ou Kei Cleaning pursuant to the Ou Kei Cleaning Services Agreement shall be settled within 35 days after such invoices are received; and
(iii) The Ou Kei Cleaning Services Agreement may be terminated at any time by either party upon three months’ prior written notice to the other party.

Principal terms of the On Kei Management Cleaning Services Agreement

Pursuant to the On Kei Management Cleaning Services Agreement, the principal terms are set out below:

(i) The Company agrees to procure or to cause its subsidiaries to procure, and On Kei Management agrees to provide, property cleaning services from time to time upon the terms and conditions of the On Kei Management Cleaning Services Agreement for the properties of the Group;
(ii) Invoices for property cleaning services procured by the Group from On Kei Management pursuant to the On Kei Management Cleaning Services Agreement shall be settled within 35 days after such invoices are received; and
(iii) The On Kei Management Cleaning Services Agreement may be terminated at any time by either party upon three months’ prior written notice to the other party.

Principal terms of the Royal Garden Supplies Agreement

Pursuant to the Royal Garden Supplies Agreement, the principal terms are set out below:

(i) The Company agrees to purchase or to cause its subsidiaries to purchase, and Royal Garden agrees to supply, fruit and flower supplies for the catering operations and hotel decorations at the properties of the Group from time to time upon the terms and conditions of the Royal Garden Supplies Agreement;
(ii) Invoices for fruit and flower supplies purchased by the Group from Royal Garden pursuant to the Royal Garden Supplies Agreement shall be settled within 60 days after such invoices are received; and
(iii) The Royal Garden Supplies Agreement may be terminated at any time by either party upon three months’ prior written notice to the other party.

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LETTER FROM THE BOARD

Principal terms of the NLC Laundry Service Agreement

Pursuant to the NLC Laundry Service Agreement, the principal terms are set out below:

(i) The Company agrees to procure or to cause its subsidiaries to procure, and NLC Laundry agrees to provide, laundry and cleaning services from time to time upon the terms and conditions of the NLC Laundry Service Agreement for the properties of the Group;
(ii) Invoices for laundry and cleaning services procured by the Group from NLC Laundry pursuant to the NLC Laundry Service Agreement shall be settled within 60 days after such invoices are received; and
(iii) The NLC Laundry Service Agreement may be terminated at any time by either party upon three months’ prior written notice to the other party.

Each of the Ou Kei Cleaning Services Agreement, the On Kei Management Cleaning Services Agreement, the Royal Garden Supplies Agreement and the NLC Laundry Service Agreement is subject to the approval of the Independent Shareholders at the EGM.

The Aggregate Annual Caps under the Connected Procurement Agreements

The aggregate historical transaction amounts under the existing Connected Procurement Agreements for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

			Nine
	Year ended	Year ended	months ended
	31 December	31 December	30 September
	2014	2015	2016
	(HK$ in	(HK$ in	(HK$ in
	thousands)	thousands)	thousands)
Aggregate historical
transaction amounts	51,568	58,437	44,969

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LETTER FROM THE BOARD

Aggregate historical annual caps under the existing Connected Procurement Agreements for the three years ending 31 December 2016 are set out below:

	Year ended	Year ended	Year ending
	31 December	31 December	31 December
	2014	2015	2016
	(HK$ in	(HK$ in	(HK$ in
	thousands)	thousands)	thousands)
Aggregate historical
annual caps	87,000	136,000	183,000

The Group has closely monitored the respective transaction amounts under the existing Connected Procurement Agreements, which have not exceeded the respective historical annual caps for each of the two years ended 31 December 2015. As at the Latest Practicable Date and for the year ending 31 December 2016, the respective annual caps for the transactions contemplated under the existing Connected Procurement Agreements for the year ending 31 December 2016 have not been and are not expected to be exceeded.

The aggregate Annual Caps under the Connected Procurement Agreements are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	105,700	117,100	154,800

Breakdown of the Annual Caps for each of the Connected Procurement Agreements

The Ou Kei Cleaning Services Agreement

The historical transaction amounts under the existing Ou Kei Cleaning Services Agreement for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

					Nine
			Year ended	Year ended	months ended
			31 December	31 December	30 September
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	transaction	amounts	19,034	17,202	12,295

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LETTER FROM THE BOARD

The historical annual caps under the existing Ou Kei Cleaning Services Agreement for the three years ending 31 December 2016 are set out below:

			Year ended	Year ended	Year ending
			31 December	31 December	31 December
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	annual	caps	21,000	23,000	26,000

The Annual Caps for the Ou Kei Cleaning Services Agreement are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	17,600	19,800	21,900

Basis of determination for the Annual Caps under the Ou Kei Cleaning Services Agreement

The Annual Caps are determined with reference to the above historical transaction amounts under the Ou Kei Cleaning Services Agreement and after taking into account the following factors:

(i) The existing cleaning service fees charged and the projected annual increase of 10% in cleaning service fees to be charged by Ou Kei Cleaning (which in turn takes into account the expected rate of inflation of approximately 3% in Macau); and
(ii) The expected increase of the cleaning needs of the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf.

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LETTER FROM THE BOARD

The On Kei Management Cleaning Services Agreement

The historical transaction amounts under the existing On Kei Management Cleaning Services Agreement for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

					Nine
			Year ended	Year ended	months ended
			31 December	31 December	30 September
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	transaction	amounts	15,995	21,972	18,387

The historical annual caps under the existing On Kei Management Cleaning Services Agreement for the three years ending 31 December 2016 are set out below:

			Year ended	Year ended	Year ending
			31 December	31 December	31 December
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	annual	caps	30,000	55,000	75,000

The Annual Caps for the On Kei Management Cleaning Services Agreement are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	41,600	47,100	67,100

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LETTER FROM THE BOARD

Basis of determination for the Annual Caps under the On Kei Management Cleaning Services Agreement

The Annual Caps are determined with reference to the above historical transaction amounts under the On Kei Management Cleaning Services Agreement and after taking into account the following factors:

(i) Since the combination of (a) the economic situation in China and Macau, (b) the increase in new hotel and casino capacity in Macau, and (c) the changing profile of the visitors to Macau have negatively impacted the gaming and non-gaming business of the Group, and there has been a delay in the redevelopment of Macau Fisherman’s Wharf, the historical annual caps have not been utilised to the extent expected by the Company. However, the Company anticipates that the actual transaction amounts for the three years ending 31 December 2019 will be an increasing trend year by year in view of the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau;
(ii) The existing cleaning service fees charged and the projected annual increase of 10% in cleaning service fees to be charged by On Kei Management (which in turn takes into account the expected rate of inflation of approximately 3% in Macau);
(iii) The expected increase of the cleaning needs of the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf; and
(iv) The projected monthly service fees for each of the existing hotels, the existing casinos, the new hotels and the new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf.

The Royal Garden Supplies Agreement

The historical transaction amounts under the existing Royal Garden Supplies Agreement for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

					Nine
			Year ended	Year ended	months ended
			31 December	31 December	30 September
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	transaction	amounts	6,243	6,151	4,236

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LETTER FROM THE BOARD

The historical annual caps under the existing Royal Garden Supplies Agreement for the three years ending 31 December 2016 are set out below:

			Year ended	Year ended	Year ending
			31 December	31 December	31 December
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	annual	caps	19,000	30,000	43,000

The Annual Caps for the Royal Garden Supplies Agreement are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	20,300	22,200	29,700

Basis of determination for the Annual Caps under the Royal Garden Supplies Agreement

The Annual Caps are determined with reference to the above historical transaction amounts under the Royal Garden Supplies Agreement and after taking into account the following factors:

(i) Since the combination of (a) the economic situation in China and Macau, (b) the increase in new hotel and casino capacity in Macau, and (c) the changing profile of the visitors to Macau have negatively impacted the gaming and non-gaming business of the Group, and there has been a delay in the redevelopment of Macau Fisherman’s Wharf, the historical annual caps have not been utilised to the extent expected by the Company. However, the Company anticipates that the actual transaction amounts for the three years ending 31 December 2019 will be an increasing trend year by year in view of the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau;
(ii) The existing purchase price and the projected annual increase of 10% in the purchase price of the supplies to be charged by Royal Garden (which in turn takes into account the expected rate of inflation of approximately 3% in Macau); and
(iii) The projected annual costs of approximately 6% to 8% of the projected food and beverage revenue of the Group for the three years ending 31 December 2019.

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LETTER FROM THE BOARD

The NLC Laundry Service Agreement

The historical transaction amounts under the existing NLC Laundry Service Agreement for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

					Nine
			Year ended	Year ended	months ended
			31 December	31 December	30 September
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	transaction	amounts	10,296	13,112	10,051

The historical annual caps under the existing NLC Laundry Service Agreement for the three years ending 31 December 2016 are set out below:

			Year ended	Year ended	Year ending
			31 December	31 December	31 December
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	annual	caps	17,000	28,000	39,000

The Annual Caps for the NLC Laundry Service Agreement are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	26,200	28,000	36,100

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LETTER FROM THE BOARD

Basis of determination for the Annual Caps under the NLC Laundry Service Agreement

The Annual Caps are determined with reference to the above historical transaction amounts under the NLC Laundry Service Agreement and after taking into account the following factors:

(i) Since the combination of (a) the economic situation in China and Macau, (b) the increase in new hotel and casino capacity in Macau, and (c) the changing profile of the visitors to Macau have negatively impacted the gaming and non-gaming business of the Group, and there has been a delay in the redevelopment of Macau Fisherman’s Wharf, the historical annual caps have not been utilised to the extent expected by the Company. However, the Company anticipates that the actual transaction amounts for the three years ending 31 December 2019 will be an increasing trend year by year in view of the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau;
(ii) The existing cleaning service fees charged and the projected annual increase of 10% in the laundry and cleaning service fees to be charged by NLC Laundry (which in turn takes into account the expected rate of inflation of approximately 3% in Macau);
(iii) The projected annual increase of the occupancy rate of the hotel rooms of the existing and new hotels of the Group in Macau; and
(iv) The projected average spending on the laundry and cleaning services per occupied room of the existing hotels and the new hotels in The Landmark Macau and Macau Fisherman’s Wharf.

Pricing policy for the Connected Procurement Agreements

The services under the Connected Procurement Agreements will be conducted on normal commercial terms and the price for each transaction contemplated under each of the Connected Procurement Agreements will be agreed on an arm’s length basis and comparable to the prevailing market rates based on the market research conducted by the parties from time to time. The Company has obtained and compared quotes for similar services from independent third parties in the market to determine if the prices and terms offered by each of Ou Kei Cleaning, On Kei Management, Royal Garden and NLC Laundry are comparable to those offered by such third parties. The Company will also seek and compare quotes for similar services from two independent third parties on a half-yearly basis in the market in order to determine if the prices and terms offered by each of Ou Kei Cleaning, On Kei Management, Royal Garden and NLC Laundry are comparable to those offered by such third parties, and assess and review the fairness and reasonableness of the quotes under the Connected Procurement Agreements. If the Company obtains more reasonable prices and terms for similar services under the Connected Procurement Agreements from independent third parties, the

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LETTER FROM THE BOARD

Company will negotiate with the relevant party under the Connected Procurement Agreements for comparable price and terms of the services, and has the full discretion to decide whether to engage the services from that relevant party if comparable price and terms cannot be obtained.

5. REASONS FOR AND BENEFITS OF RENEWAL OF THE CONNECTED PROCUREMENT AGREEMENTS

In view of the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau, the demand for supplies and services will be increased. The Connected Procurement Agreements continue to facilitate the smooth operation of the Group’s business by providing a stable and reliable source of supplies and services to the properties of the Group. Besides, Ou Kei Cleaning, On Kei Management, Royal Garden and NLC Laundry have a better understanding of the Company’s requirements for cleanliness, quality, and purchase and consumption pattern when compared with independent third parties.

6. THE RENEWAL OF THE CHONG SON CONSTRUCTION SERVICES AGREEMENT

Date of renewal

7 November 2016

Parties

(1) The Company
(2) Chong Son

As Chong Son is owned by Mr Tang Mun Kong and Ms Tang Lai Ngo, an uncle and an aunt of Mr David Chow, respectively, Chong Son is a connected person of the Company.

Term

The term of the Chong Son Construction Services Agreement will be from 1 January 2017 to 31 December 2019.

Principal terms of the Chong Son Construction Services Agreement

Pursuant to the Chong Son Construction Services Agreement, the principal terms are set out below:

(i) The Company agrees to procure or to cause its subsidiaries to procure, and Chong Son agrees to provide, construction and renovation services to the Group from time to time upon the terms and conditions in the Chong Son Construction Services Agreement for the properties of the Group;

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LETTER FROM THE BOARD

(ii) The provision of construction and renovation services shall be made pursuant to purchase orders agreed between the parties setting out, among other things, the property subject to construction and renovation, specifications of construction and/ or renovation, price, payment terms and delivery time;
(iii) Invoices for construction and renovation services procured by the Group from Chong Son pursuant to the Chong Son Construction Services Agreement shall be settled within 30 days after such invoices are received; and
(iv) The Chong Son Construction Services Agreement may be terminated at any time by either party upon three months’ prior written notice to the other party.

The Chong Son Construction Services Agreement is subject to the approval of the Independent Shareholders at the EGM.

The Annual Caps

The historical transaction amounts under the existing Chong Son Construction Services Agreement for the two years ended 31 December 2015 and for the nine months ended 30 September 2016 are set out below:

					Nine
			Year ended	Year ended	months ended
			31 December	31 December	30 September
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	transaction	amounts	43,574	10,779	9,511

The historical annual caps under the existing Chong Son Construction Services Agreement for the three years ending 31 December 2016 are set out below:

			Year ended	Year ended	Year ending
			31 December	31 December	31 December
			2014	2015	2016
			(HK$ in	(HK$ in	(HK$ in
			thousands)	thousands)	thousands)
Historical	annual	caps	112,000	86,000	100,000

The Group has closely monitored the transaction amounts under the existing Chong Son Construction Services Agreement, which have not exceeded the historical annual caps for each of the two years ended 31 December 2015. As at the Latest Practicable Date and for the year

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LETTER FROM THE BOARD

ending 31 December 2016, the annual cap for the transactions contemplated under the existing Chong Son Construction Services Agreement for the year ending 31 December 2016 has not been and is not expected to be exceeded.

The Annual Caps under the Chong Son Construction Services Agreement are set out below:

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		(HK$ in	(HK$ in	(HK$ in
		thousands)	thousands)	thousands)
Annual	Caps	55,500	61,000	77,000

Pricing policy

The services under the Chong Son Construction Services Agreement will be conducted on normal commercial terms and the price for each transaction contemplated under the Chong Son Construction Services Agreement will be agreed on an arm’s length basis and comparable to the prevailing market rates based on the market research conducted by the parties from time to time. The Company has obtained and compared quotes for similar services from independent third parties in the market to determine if the price and terms offered by Chong Son are comparable to those offered by such third parties. The Company will also seek and compare quotes for similar services from two independent third parties on a half-yearly basis in the market in order to determine if the price and terms offered by Chong Son are comparable to those offered by such third parties, and assess and review the fairness and reasonableness of the quotes under the Chong Son Construction Services Agreement. If the Company obtains more reasonable price and terms for similar services from an independent third party, the Company will negotiate with Chong Son for comparable price and terms of the services, and has the full discretion to decide whether to engage the services from Chong Son if comparable price and terms cannot be obtained.

Basis of determination for the Annual Caps

The Annual Caps are determined with reference to the above historical transaction amounts under the Chong Son Construction Services Agreement and after taking into account the following factors:

(i) The projected annual amounts for the construction and renovation of the new hotels and the new VIP rooms (subject to the approval of the DICJ) of the Group in Macau; and
(ii) The projected annual amounts for the repair and maintenance of the properties of the Group in Macau.

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LETTER FROM THE BOARD

7. REASONS FOR AND BENEFITS OF RENEWAL OF THE CHONG SON CONSTRUCTION SERVICES AGREEMENT

Since the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau will be completed, the demand for renovation, repair and maintenance will increase. In addition, Chong Son has all along provided quality services to the Group and has a better understanding of the Company’s requirements for renovation, repair and maintenance when compared with independent third parties.

8. PROGRESS OF THE REDEVELOPMENT OF MACAU FISHERMAN’S WHARF

Progress of the redevelopment of Macau Fisherman’s Wharf as at the Latest Practicable Date are set out in the table below:

			(i)	The target construction
		Preliminary		completion date; and
Items	Brief description	completion date	(ii)	The target opening date
New hotels and casinos
Harbourview Hotel	The first new hotel under the	Third quarter of 2014	(i)	Construction completed in
	redevelopment of Macau Fisherman’s			November 2014
	Wharf with 389 rooms and 55 suites,
	one functional room and six		(ii)	Harbourview Hotel was opened
	restaurants			in February 2015
Legend Palace Hotel	A five-star deluxe-themed hotel in the	Second quarter of 2015	(i)	Fourth quarter of 2016
	style of Central/Northern Asian
	medieval hotel with 223 opulent guest		(ii)	Early 2017
	rooms including suites, two functional
	rooms and six restaurants. The hotel
	will include a new in-house casino
	(subject to the approval of the DICJ)
Legendale Hotel	A flagship five-star deluxe rating hotel	Third quarter of 2016	(i)	Fourth quarter of 2018
	modelled after the Neo-Renaissance
	style of architecture from the mid-17th		(ii)	Third quarter of 2019
	century Central European period with
	a planned 500 guest rooms including
	suites, and functional room(s) and
	restaurant(s), the number of which will
	be subject to finalised plans. The hotel
	will include a new in-house casino
	(subject to the approval of the DICJ)

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LETTER FROM THE BOARD

			(i)	The target construction
		Preliminary		completion date; and
Items	Brief description	completion date	(ii)	The target opening date
New facilities
General entertainment and	(i) The dinosaur journey is an	Fourth quarter of 2015	Second	quarter of 2017
cultural activity	entertainment experience
	bringing the world of
	dinosaurs to the visitors
	(ii) A newly developed	Fourth quarter of 2015	Second	quarter of 2017
	multipurpose entertainment and
	performance theatre holding
	more than 1,000 seats
Yacht club and public pier	Further development of the marina to	Fourth quarter of 2014	Fourth	quarter of 2016
for harbour cruises	increase the size of its mooring area
	and inclusion of a yacht club with
	immigration facilities
Canopied open-air	Development of fixed canopy	Fourth quarter of 2014	Fourth	quarter of 2016
shopping, dining and	structures on Main Boulevard and
entertainment colonnade	Jackson Square providing all-weathered
	protection with integrated lighting
	entertainment shows

There has been a delay in the redevelopment of Macau Fisherman’s Wharf and the main reasons are the following:

(i) Delay in submission and approval by local authorities on the preliminary architectural designs;
(ii) Performance of the contractor for the construction works; and
(iii) Inclement weather conditions.

Since the Company had taken into account the original plan that Legend Palace Hotel and Legendale Hotel would be completed in 2015 and 2016, respectively, when determining the historical annual caps, the respective historical annual caps for On Kei Management Cleaning Services Agreement, the Royal Garden Supplies Agreement, and the NLC Laundry Service Agreement have not been utilised to the extent expected by the Company.

According to the current progress of the redevelopment of Macau Fisherman’s Wharf, the Company will continue to require the services and products provided under the Connected Procurement Agreements and Chong Son Construction Services Agreement for the three years ending 31 December 2019. In particular, Legend Palace Hotel will be completed in the fourth quarter of 2016 and opened in 2017, which will increase 223 hotel rooms, two function rooms, six restaurants and a new in-house casino (subject to the approval of the DICJ) to the Group. Besides, Legendale Hotel with a planned 500 guest rooms including suites, and functional room(s),

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LETTER FROM THE BOARD

restaurant(s) and a new in-house casino (subject to the approval of the DICJ) will be completed and in the fourth quarter of 2018 opened in the third quarter of 2019. The addition of the new facilities, upon completion, will also attract a wider range of customers to Macau Fisherman’s Wharf. The Company therefore anticipates that the actual transaction amounts in relation to the respective Annual Caps under the Connected Procurement Agreements and the Chong Son Construction Services Agreement will have an increasing trend year by year in view of the completion of new hotels, new casinos (subject to the approval of the DICJ) and new facilities of the Group in Macau.

9. INFORMATION ON THE GROUP, OU KEI CLEANING, ON KEI MANAGEMENT, ROYAL GARDEN, NLC LAUNDRY AND CHONG SON

The Company is one of the leading owners of entertainment and casino gaming facilities in Macau. It is principally engaged in (i) the provision of gaming services to Sociedade de Jogos de Macau, S.A., one of the three concessionaires, through its subsidiary, Hong Hock Development Company Limited, in two casinos in its properties, namely Pharaoh’s Palace Casino and Babylon Casino, and (ii) the operation of the hotels, entertainment and leisure facilities within the Group’s properties. In addition to the operation in Macau, the Company is also engaged in the operation of hotel and entertainment complex in the Lao PDR and development of integrated leisure, tourism and entertainment complex in Cape Verde.

Ou Kei Cleaning is a company incorporated in Macau and, to the best knowledge of the Directors, is principally engaged in providing property cleaning services.

On Kei Management is a company incorporated in Macau and, to the best knowledge of the Directors, is principally engaged in providing property cleaning services.

Royal Garden is a company incorporated in Macau and, to the best knowledge of the Directors, is principally engaged in providing fruit and flower supplies.

NLC Laundry is a company incorporated in Macau and, to the best knowledge of the Directors, is principally engaged in providing laundry and cleaning services.

Chong Son is a company incorporated in Macau and, to the best knowledge of the Directors, is principally engaged in providing construction and renovation work.

10. LISTING RULES IMPLICATIONS IN RELATION TO THE RENEWAL

As the respective highest percentage ratios of the aggregate Annual Caps under the Connected Procurement Agreements and the Annual Caps under the Chong Son Construction Services Agreement exceed 5%, such Annual Caps are subject to the reporting, announcement, and the Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

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LETTER FROM THE BOARD

The Independent Board Committee comprising Mr Fong Chung, Mark, Mr Xie Min and Madam Tam Wai Chu, Maria (all being independent non-executive Directors) has been established by the Board to consider and advise the Independent Shareholders in respect of, and as to how to vote on the proposed resolutions in relation to the Renewal at the EGM approving, the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it). Altus Capital has been appointed as the Independent Financial Adviser by the Company to make recommendations to the Independent Board Committee and the Independent Shareholders in respect of, and as to how to vote on the proposed resolutions in relation to the Renewal at the EGM approving, the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it).

Mr David Chow, Mr Frederick Yip and their relevant connected persons of the Company are interested in the relevant Connected Procurement Agreements and the Chong Son Construction Services Agreement. Mr David Chow and Mr Frederick Yip are interested in the Connected Procurement Agreements. They and their associates will abstain from voting on the proposed resolution for the approval of the Connected Procurement Agreements (including the Annual Caps under them). Mr David Chow is interested in the Chong Son Construction Services Agreement. He and his associates will abstain from voting on the proposed resolution for the approval of the Chong Son Construction Services Agreement (including the Annual Caps under it).

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby a Shareholder has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her/its Shares to a third party, either generally or on a case-by-case basis. Accordingly, to the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there exists no discrepancy between any Shareholder’s beneficial shareholding interest in the Company and the number of Shares in respect of which such Shareholder will control or will be entitled to exercise control over the voting right at the EGM.

Mr David Chow and Madam Lam and Mr Donald Chow, as associates of Mr David Chow, have abstained from voting on the resolutions of the Board approving the Connected Procurement Agreements and the Chong Son Construction Services Agreement.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, other than Mr David Chow, Mr Frederick Yip and their associates, no Shareholder is required to abstain from voting on the resolutions to approve the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) at the EGM. As at the Latest Practicable Date, Mr David Chow and his associates, and Mr Frederick Yip and his associates held 2,856,046,232 and 326,000 Shares, respectively, representing approximately 45.55% and 0.01% of the issued share capital of the Company, respectively.

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LETTER FROM THE BOARD

11. SHAREHOLDERS’ APPROVAL

The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the EGM. Special resolutions will be proposed at the EGM for the Shareholders to consider and, if thought fit, (i) to approve the Proposed Amendments, and (ii) subject to the approval of the special resolution in relation to the Proposed Amendments, to approve and adopt the amended and restated articles of association containing the Proposed Amendments in substitution for and to the exclusion of the existing Articles of Association.

The Renewal is subject to the approval of the Independent Shareholders by way of ordinary resolutions at the EGM. The ordinary resolutions will be proposed at the EGM for the Independent Shareholders to consider and, if thought fit, to approve the Renewal.

12. EGM

A notice convening the EGM to be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Thursday, 29 December 2016 or any adjournment of such meeting is set out on pages 73 to 74 of this circular.

A form of proxy for use at the EGM is accompanied with this circular. Whether or not you intend to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instruction printed on it and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment of such meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting if you so wish.

The vote of the Shareholders in relation to the Proposed Amendments and the vote of the Independent Shareholders in relation to the Renewal at the EGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

13. CLOSURE OF REGISTER OF MEMBERS

For the purposes of determining Shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 23 December 2016 to Thursday, 29 December 2016, both days inclusive, during which period no transfer of Shares will be registered. The record date for such purpose is Thursday, 29 December 2016. In order to be eligible to attend and vote at the EGM, unregistered holders of the Shares should ensure that all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong,

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LETTER FROM THE BOARD

Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 22 December 2016.

14. RECOMMENDATION

In relation to the Proposed Amendments, the Directors consider that the Proposed Amendments are in the interests of the Group and the Shareholders as a whole, and accordingly recommend the Shareholders to vote in favour of the special resolutions to be proposed at the EGM.

In relation to the Renewal, the Directors consider that the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Song Construction Services Agreement (including the Annual Caps under it) were entered into on normal commercial terms and in the ordinary and usual course of business of the Group, and the terms and conditions, and the Annual Caps under them are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Your attention is drawn to the letter from the Independent Board Committee set out on pages 40 to 41 of this circular which contains its recommendations to the Independent Shareholders in relation to the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) and the letter from Altus Capital set out on pages 42 to 65 of this circular which contains its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it).

Yours faithfully,

On behalf of the Board

Macau Legend Development Limited Chow Kam Fai, David Co-chairman, executive Director and chief executive officer

– 39 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE IN RELATION TO THE RENEWAL

==> picture [256 x 43] intentionally omitted <==

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)

To the Independent Shareholders

2 December 2016

Dear Sir/Madam,

RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to the circular dated 2 December 2016 (the ‘‘Circular’’) of Macau Legend Development Limited (the ‘‘Company’’) of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

Under the Listing Rules, the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) are required to be approved by the Independent Shareholders at the EGM. We, being the independent non-executive Directors, have been appointed to form the Independent Board Committee to advise you as to whether the terms of the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) are fair and reasonable, on normal commercial terms or better and in the ordinary and usual course of business of the Group, and in the interest of the Company and the Shareholders as a whole.

Altus Capital has been appointed as the Independent Financial Adviser to make recommendations to the Independent Board Committee and the Independent Shareholders on, among other matters, the fairness and reasonableness of the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it).

For identification purposes only

– 40 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE IN RELATION TO THE RENEWAL

We wish to draw your attention to the letter from the Board as set out on pages 6 to 39 of the Circular in relation to the Renewal and the letter from Altus Capital as set out on pages 42 to 65 of the Circular in relation to the Renewal which contains, among other matters, its advice and recommendations to us and the Independent Shareholders regarding the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) and the principal factors and reasons taken into consideration for its advice and recommendations.

RECOMMENDATION IN RELATION TO THE RENEWAL

Having considered, among other matters, the factors and reasons considered by, and the recommendations of, Altus Capital as stated in its letter of advice, we consider that the terms of the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it) are fair and reasonable, on normal commercial terms and in the ordinary and usual course of business of the Group, and in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it).

Yours faithfully,

Independent Board Committee of

Macau Legend Development Limited

Fong Chung, Mark Xie Min Tam Wai Chu, Maria Independent Non-Executive Directors

– 41 –

LETTER FROM ALTUS CAPITAL

The following is the text of a letter of advice from Altus Capital to the Independent Board Committee and the Independent Shareholders in respect of the renewal of the existing continuing connected transactions, which has been prepared for the purposes of incorporation in this circular.

21 Wing Wo Street Central, Hong Kong

2 December 2016

To the Independent Board Committee and the Independent Shareholders

Macau Legend Development Limited Shop 102, 1/F, Shun Tak Centre 168–200 Connaught Road Central Hong Kong

Dear Sirs,

RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the renewal of the existing continuing connected transactions. Details of the Connected Procurement Agreements (including the Annual Caps under them) and the Chong Son Construction Services Agreement (including the Annual Caps under it), are set out in the ‘‘Letter from the Board’’ contained in the circular of Macau Legend Development Company (the ‘‘Company’’) dated 2 December 2016 (the ‘‘Circular’’), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

As described in the ‘‘Letter from the Board’’ of the Circular, the Board announced on 7 November 2016 that the annual caps for the continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement will expire on 31 December 2016. On 7 November 2016, the Company renewed the Connected Procurement Agreements and the Chong Son Construction Services Agreement, each for a term of three years from 1 January 2017 to 31 December 2019, and set the Annual Caps for the continuing connected transactions contemplated under the Connected Procurement Agreements and the Chong Son Construction Services Agreement for the three years ending 31 December 2019.

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LETTER FROM ALTUS CAPITAL

Mr David Chow and Mr Frederick Yip and the relevant connected persons of the Company are interested in the Connected Procurement Agreements and the Chong Son Construction Services Agreement. Mr David Chow and Mr Frederick Yip are interested in the Connected Procurement Agreements. They and their associates will abstain from voting on the proposed resolution for the approval of the Connected Procurement Agreements (including the Annual Caps under them) at the EGM. Mr David Chow is interested in the Chong Son Construction Services Agreement. He and his associates will abstain from voting on the proposed resolution for the approval of the Chong Son Construction Services Agreement (including the Annual Caps under it) at the EGM.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr Fong Chung, Mark, Mr Xie Min and Ms Tam Wai Chu, Maria, has been established to consider the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements, the Chong Son Construction Services Agreement and the Annual Caps under them, and to give advice and recommendation to the Independent Shareholders as to (i) whether the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement is in the ordinary and usual course of business of the Group, and in the interests of Company and the Shareholders as a whole; (ii) whether the terms of the Connected Procurement Agreements and the Chong Son Construction Services Agreement are on normal commercial terms or better, and are fair and reasonable so far as the Independent Shareholders are concerned; (iii) whether the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned; and (iv) how the Independent Shareholders should vote in respect of the ordinary resolutions to be proposed at the EGM to approve the transactions contemplated under the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement.

– 43 –

LETTER FROM ALTUS CAPITAL

THE INDEPENDENT FINANCIAL ADVISER

As the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to (i) whether the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement is in the ordinary and usual course of business of the Group, and in the interests of Company and the Shareholders as a whole; (ii) whether the terms of the Connected Procurement Agreements and the Chong Son Construction Services Agreement are on normal commercial terms or better, and are fair and reasonable so far as the Independent Shareholders are concerned; (iii) whether the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned; and (iv) how the Independent Shareholders should vote in respect of the ordinary resolutions to be proposed at the EGM to approve the transactions contemplated under the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement.

We have not acted as independent financial adviser in relation to any transactions of the Company in the last two years prior to the date of the Circular. Pursuant to Rule 13.84 of the Listing Rules, and given that remuneration for our engagement to opine on the renewal of the existing continuing connected transactions is at market level and not conditional upon successful passing of the resolutions, and that our engagement is on normal commercial terms, we are independent of the Company.

BASIS OF OUR ADVICE

In formulating our opinion, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us by the Company, the Directors and the management of the Company (the ‘‘Management’’). We have assumed that all statements, information, opinions and representations contained or referred to in the Circular and/or provided to us were true, accurate and complete at the time they were made and continued to be so as at the date of the Circular.

We have no reason to believe that any statements, information, opinions or representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the statements, information, opinions or representations provided to us untrue, inaccurate or misleading. We have assumed that all the statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular and/or provided to us by the Company, the Directors and the Management have been reasonably made after due and careful enquiry. We have relied on such statements, information, opinions and representations and have not conducted any independent investigation into the business, financial conditions and affairs or the future prospects of the Group.

– 44 –

LETTER FROM ALTUS CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our recommendation, we have taken into account the principal factors and reasons set out below:

1. Background information of the Group

1.1 Principal business of the Group

The Company is one of the leading owners of entertainment and casino gaming facilities in Macau. It is principally engaged in (i) the provision of gaming services to Sociedade de Jogos de Macau, S.A., one of the three concessionaires, through its subsidiary, Hong Hock Development Company Limited, in two casinos in its properties, namely Pharaoh’s Palace Casino and Babylon Casino; and (ii) the operation of the hotels, entertainment and leisure facilities within the Group’s properties. In addition to the operation in Macau, the Company is also engaged in the operation of hotel and entertainment complex in the Lao PDR and development of integrated leisure, tourism and entertainment complex in Cape Verde.

As described in the Company’s interim report for the six months ended 30 June 2016 (the ‘‘2016 Interim Report’’), the Group remains optimistic in the long-term prospect of the Macau gaming market especially with the upcoming completion of Hong Kong-Zhuhai-Macau Bridge, the Zhuhai and Macau 24-hour check point, the expansion of Hengqin border gate capacity, and the further expansion of capacities of Macau Maritime Ferry Terminal (澳門外港客運碼頭). All these will complement the development of Macau Fisherman’s Wharf and will bring positive contributions. The Group is and will continue to redevelop Macau Fisherman’s Wharf. For more details of the Macau Fisherman’s Wharf redevelopment, please refer to the paragraph headed ‘‘2.1 Progress of the Macau Fisherman’s Wharf redevelopment’’. Upon completion of the Macau Fisherman’s Wharf redevelopment, the Group’s hotel rooms will increase to a total of approximately 1,700 and the number of gaming tables at the casinos of The Landmark Macau and Macau Fisherman’s Wharf is expected to increase to a total of approximately 500.

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LETTER FROM ALTUS CAPITAL

1.2 Information on Ou Kei Cleaning, On Kei Management, Royal Garden, NLC Laundry and Chong Son

Ou Kei Cleaning is principally engaged in providing property cleaning services. On Kei Management is also principally engaged in providing property cleaning services. Royal Garden is principally engaged in providing fruit and flower supplies. NLC Laundry is principally engaged in providing laundry and cleaning services. Chong Son is principally engaged in providing construction and renovation work.

As described in the ‘‘Letter from the Board’’ of the Circular, as each of Ou Kei Cleaning, On Kei Management and Royal Garden is owned by Madam Tang Lai Iong, the mother-in-law of Mr David Chow, and certain independent third parties, all of them are connected persons of the Company. In addition, as described in the ‘‘Letter from the Board’’ of the Circular, NLC Laundry is owned by Mr Frederick Yip and Million Up Investments Limited (which is jointly owned by Ms Melinda Chan, the wife of Mr David Chow, and Mr Tang Mun Kong, an uncle of Mr David Chow), NLC Laundry is a connected person of the Company.

Furthermore, as described in the ‘‘Letter from the Board’’ of the Circular, Chong Son is owned by Mr Tang Mun Kong and Ms Tang Lai Ngo, an uncle and an aunt of Mr David Chow respectively, Chong Son is a connected person of the Company.

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LETTER FROM ALTUS CAPITAL

Reasons for and benefits of entering into the Connected Procurement Agreements and the Chong Son Construction Services Agreement

To assess the fairness and reasonableness of the terms of the Connected Procurement Agreements and the Chong Son Construction Services Agreement, we have considered the following:

2.1 Progress of the Macau Fisherman’s Wharf redevelopment

As disclosed in the 2016 Interim Report, the Group is and will continue its plan to redevelop Macau Fisherman’s Wharf. We have discussed with the Management and reviewed the Macau Fisherman’s Wharf redevelopment plan provided by the Company. We note that the Macau Fisherman’s Wharf redevelopment comprises 3 major stages, (i) the first stage is construction of Harbourview Hotel; (ii) the second stage is construction of Legend Palace Hotel; and (iii) the third stage is construction of Legendale Hotel. Upon completion of the Macau Fisherman’s Wharf redevelopment, the operating site area of the Macau Fisherman’s Wharf is expected to increase to approximately 133,000 square meters from approximately 109,500 square meters. Set out below table are the details of new hotels under Macau Fisherman’s Wharf redevelopment:

(i) As at Latest Practicable Date,
Preliminary target construction completion completion date; and date as disclosed in (ii) As at Latest
Name of circular dated Practicable Date, new hotels Brief description 9 June 2014 target opening date Harbourview The first new hotel Third quarter of (i) Construction completed Hotel under the Macau 2014 in November 2014 Fisherman’s Wharf redevelopment, (ii) Harbourview Hotel was with 389 rooms opened in February and 55 suites, one 2015 functional room and six restaurants
(ii) Harbourview Hotel was opened in February 2015

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LETTER FROM ALTUS CAPITAL

			(i)	As at Latest
				Practicable Date,
		Preliminary		target construction
		completion		completion date; and
		date as
		disclosed in	(ii)	As at Latest
Name of		circular dated		Practicable Date,
new hotels	Brief description	9 June 2014		target opening date
Legend Palace	A five-star deluxe-	Second quarter	(i)	Fourth quarter of 2016
Hotel	themed hotel in	of 2015
	the style of		(ii)	Early 2017
	Central/Northern
	Asian medieval
	hotel with 223
	opulent guest
	rooms including
	suites, two
	functional rooms
	and six
	restaurants. The
	hotel will include
	a new in-house
	casino (subject to
	the approval of
	the DICJ)
Legendale	A flagship five-star	Third quarter of	(i)	Fourth quarter of 2018
Hotel	deluxe rating hotel	2016
	modelled after the		(ii)	Third quarter of 2019
	Neo-Renaissance
	style of
	architecture from
	the mid-17th
	century Central
	European period
	with a planned
	500 guest rooms
	including suites,
	and functional
	room(s) and
	restaurant(s), the
	number of which
	will be subject to
	finalised plans.
	The hotel will
	include a new in-
	house casino
	(subject to the
	approval of the
	DICJ)

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LETTER FROM ALTUS CAPITAL

As discussed with the Management, we understand that there were delays to the Macau Fisherman’s Wharf redevelopment, due to, among other things, (i) delay in submission and approval by local authorities on the preliminary architectural designs; (ii) performance of the contractor for the construction works; and (iii) inclement weather conditions.

The construction of Harbourview Hotel was completed in November 2014 and the Harbourview Hotel was opened on 2 February 2015. The occupancy rate of Harbourview Hotel for the six months ended 30 June 2016 was approximately 69.7%, which increased by approximately 21.9% over that of the last corresponding period of approximately 57.2%. We understand from the Management that the occupancy rate of Harbourview Hotel was approximately 82.0% in October 2016.

We have discussed with the Management and reviewed information regarding the Macau Fisherman’s Wharf redevelopment plan provided by the Company. We note that the construction licence of the superstructure of Legend Palace Hotel was issued by the relevant government authority in July 2015, and the construction work of the superstructure has commenced with the target construction completion in the fourth quarter of 2016. As at Latest Practicable Date, the Management expects the opening of Legend Palace Hotel to be in early 2017.

Legendale Hotel is the third new hotel under the Macau Fisherman’s Wharf redevelopment, construction of which will commence accordingly with a target construction completion by the fourth quarter 2018. As at the Latest Practicable date, the Management expects the opening of Legendale Hotel to be in the third quarter of 2019.

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LETTER FROM ALTUS CAPITAL

As mentioned above, we note that the Macau Fisherman’s Wharf redevelopment comprises three new hotels, being Harbourview Hotel, Legend Palace Hotel and Legendale Hotel. Set out in the table below are the number of rooms, gaming tables, VIP rooms, functional rooms and restaurants for each new hotel and Rocks Hotel, which has been operating prior to the Macau Fisherman’s Wharf redevelopment.

	Prior to Macau Fisherman’s	After Macau Fisherman’s
	Wharf redevelopment	Wharf redevelopment
Rocks Hotel
— Total hotel rooms	72	72
— Total function rooms	1	1
— Total restaurants	1	1
Harbourview Hotel
— Total hotel rooms	N/A	444
— Total functional
rooms	N/A	1
— Total restaurants	N/A	6
Legend Palace Hotel
— Total hotel rooms	N/A	223
— Total functional
rooms	N/A	2
— Total restaurants	N/A	6
Legendale Hotel
— Total hotel rooms	N/A	Subject to finalised plans
— Total gaming tables	N/A	Subject to finalised plans
— Total VIP rooms	N/A	Subject to finalised plans
— Total functional
rooms	N/A	Subject to finalised plans
— Total restaurants	N/A	Subject to finalised plans

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LETTER FROM ALTUS CAPITAL

As disclosed in the 2016 Interim Report, apart from above progress of the two new hotels under the Macau Fisherman’s Wharf redevelopment, the Group has also made progress on other projects of the Macau Fisherman’s Wharf redevelopment, including (i) general entertainment and cultural facilities; (ii) a yacht club and a public pier; and (iii) a canopied open-air shopping, dining and entertainment colonnade. The table below provides further details on the status of the ongoing construction projects under the Macau Fisherman’s Wharf redevelopment:

New facilities

Brief description

As at Latest Practicable Date, target construction completion date

General	The dinosaur journey is an entertainment	Second quarter o
entertainment and	experience bringing the world of	2017
cultural facility	dinosaurs to the visitors. The facility is
	designed to include fossil exhibits as
	well as the addition of intellectual,
	entertaining and interactive elements to
	provide an exciting visitor experience.
Yacht club and	Further development of the Marina to	The end of 2016
public pier for	increase the size of its mooring area
harbour cruises	and inclusion of a yacht club with
	immigration facilities.
Canopied open-air	Development of fixed canopy structures	The end of 2016
shopping, dining	on Main Boulevard and Jackson Square
and entertainment	providing all-weathered protection with
colonnade	integrated lighting entertainment shows.

Second quarter of 2017

The Macau Fisherman’s Wharf redevelopment involves the redevelopment of existing facilities as well as the addition of new facilities. The Company believes that, upon completion of the facilities mentioned above, the redeveloped Macau Fisherman’s Wharf will attract a wider range of customers to increase the Group’s non-gaming revenue.

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LETTER FROM ALTUS CAPITAL

Having considered (i) the actual and projected occupancy rate of Harbourview Hotel; (ii) the progress of the construction of Legend Palace Hotel; (iii) the target construction completion date for Legend Palace Hotel; (iv) the construction plan of Legendale Hotel; and (v) the new facilities under the Macau Fisherman’s Wharf redevelopment, we are of the view that the Company will continue to require the services and products provided under the Connected Procurement Agreements and the Chong Son Construction Services Agreement in the future.

And, having considered (i) the principal business of the Group; and (ii) services provided by each of Ou Kei Cleaning, On Kei Management, Royal Garden, NLC Laundry and Chong Son, we are of the view that the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement are conducted in the ordinary and usual course of business of the Group.

2.2 Signs of recovery in Macau’s gaming business

Set out below is data obtained from the DICJ showing the historical monthly gross revenue from games of fortune in Macau in 2015 and 2016:

	Monthly gross revenue from games	Monthly gross revenue from games	Monthly gross revenue from games	of fortune	in 2015 and 2016	in 2015 and 2016
	Monthly	gross revenue		Accumulated gross		revenue
	2016	2015	Variance	2016	2015	Variance
	MOP	million		MOP	million
January	18,674	23,748	–21.40%	18,674	23,748	–21.40%
February	19,521	19,542	–0.10%	38,195	43,290	–11.80%
March	17,981	21,487	–16.30%	56,176	64,777	–13.30%
April	17,341	19,167	–9.50%	73,517	83,944	–12.40%
May	18,389	20,346	–9.60%	91,906	104,289	–11.90%
June	15,881	17,355	–8.50%	107,787	121,645	–11.40%
July	17,774	18,615	–4.50%	125,560	140,259	–10.50%
August	18,836	18,623	1.10%	144,396	158,882	–9.10%
September	18,396	17,133	7.40%	162,792	176,015	–7.50%
October	21,815	20,059	8.80%	184,607	196,074	–5.80%

Source: the DICJ

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LETTER FROM ALTUS CAPITAL

Despite of the decrease in gaming revenue in recent years, we concur with the Management’s view that Macau will return to meaningful long-term growth, as supported by the fact that the rate of decline in monthly gross revenue from games of fortune has been decelerating in the first half of 2016 and an increase in monthly gross revenue from games of fortune had been recorded in the second half of 2016 at an accelerating rate. We also note that the shortfall in accumulated gross revenue from games of fortune in 2016 as compared with 2015 is also showing a decreasing trend. Moreover, according to Statistics and Census Service of Macau, the number of overnight visitors totalled 4,244,232 in the third quarter of 2016, an increase of approximately 9.0% compared to the third quarter of 2015. Based on the above, we concur with the Management’s view that these statistics indicate signs of recovery in gaming and entertainment industry of Macau.

Furthermore, in view of the upcoming completion of Hong Kong–Zhuhai–Macau Bridge, the Zhuhai and Macau 24-hour check point, the expansion of Hengqin border gate capacity, and the further expansion of capacities of Macau Maritime Ferry Terminal (澳門外港客運碼頭), the Company expects an increase in the number of visitors in the coming three years. Given the aforementioned factors, we concur with the Management’s view that there will be a strong growth potential in the gaming and entertainment industry of Macau, which in turn, may benefit the hotel and entertainment business of the Group.

Having considered the (i) principal business of the Group; and (ii) services provided by each of Ou Kei Cleaning, On Kei Management, Royal Garden, NLC Laundry and Chong Son, we are of the view that the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement are conducted in the ordinary and usual course of business of the Group.

Furthermore, each of Ou Kei Cleaning, On Kei Management, Royal Garden, NLC Laundry and Chong Son has developed good experience and service systems in respect of the services and products provided to the Group under the Connected Procurement Agreements and Chong Son Construction Services Agreement. We understand from the Management that the Group’s cooperation with Ou Kei Cleaning, On Kei Management, Royal Garden, NLC Laundry and Chong Son has been satisfactory and their contribution enables the Group to have stable and reliable sources of services and products for its business operations which facilitates the Group to achieve better operating performances.

As mentioned above, in view of the progress of the Macau Fisherman’s Wharf redevelopment and the signs of recovery of Macau’s economy and the gaming and entertainment industry as a whole, the Directors believe, and we concur, that the demand for services as contemplated under the Connected Procurement Agreements and the Chong Son Construction Services Agreement will increase. Therefore, we are of the view that the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement will provide a stable and reliable supply of services and products to the Group, and is fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM ALTUS CAPITAL

3. The Connected Procurement Agreements

The historical annual caps for the existing continuing connected transactions under the Ou Kei Cleaning Services Agreement, the On Kei Management Cleaning Services Agreement, the Royal Garden Supplies Agreement and the NLC Laundry Service Agreement will expire on 31 December 2016. On 7 November 2016, the Company renewed the aforementioned agreements, each for a term of three years from 1 January 2017 to 31 December 2019, and set the Annual Caps for the continuing connected transactions contemplated under the above agreements for the three years ending 31 December 2019.

The aggregate historical transaction amounts, the aggregate historical annual caps and the aggregate Annual Caps under the Connected Procurement Agreements are set out as follows:

		Year ended	Year ended	Nine months ended
		31 December	31 December	30 September
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Aggregate	historical transaction
amounts		51,568	58,437	44,969
		Year ended	Year ended	Year ending
		31 December	31 December	31 December
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Aggregate	historical annual caps	87,000	136,000	183,000
		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		HK$’000	HK$’000	HK$’000
Aggregate	Annual Caps	105,700	117,100	154,800

The breakdown of the aggregate historical annual caps and the aggregate Annual Caps for each of the Connected Procurement Agreements has been elaborated in paragraphs 3.1 to 3.4 below.

We note that the aggregate historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 59% and 43% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 25% of the historical annual cap for the year ending 31 December 2016 was utilised. As further elaborated in paragraphs 3.1 to 3.4 below, the historical annual caps of each agreement under the Connected Procurement Agreements were under-utilised.

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LETTER FROM ALTUS CAPITAL

Based on our discussion with the Management, we understand that the aggregate historical annual caps had not been utilised to the extent originally expected by the Company mainly because of the delay in the redevelopment of Macau Fisherman’s Wharf, as mentioned in paragraph 2 above. Such delay has caused the historical annual caps to be under-utilised since the Company had taken into account the original plan that Legend Palace Hotel and Legendale Hotel would be completed in 2015 and 2016, respectively, when determining the historical annual caps. Meanwhile, the Group’s gaming and non-gaming business have been negatively impacted by (i) the economic situation in the People’s Republic of China (the ‘‘PRC’’) and Macau; (ii) the increase in new hotel and casino capacity in Macau; and (iii) the changing profile of the visitors to Macau.

As detailed in paragraph 2.1 above, according to current development plan, Legend Palace Hotel will be completed in the fourth quarter of 2016 and opened in early 2017, which will increase 223 hotel rooms, 2 function rooms and 6 restaurants and a new in-house casino (subject to the approval of DICJ) to the Group. Meanwhile, Legendale Hotel will be completed in the fourth quarter of 2018 and opened in the third quarter of 2019. The Company anticipates that the actual transaction amounts in relation to the Annual Caps for the three years ending 31 December 2019 will have an increasing trend year by year in view of the completion of new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau. Having considered the above factors, we are of the view that the Annual Caps under the Connected Procurement Agreements are fair and reasonable.

3.1 The Ou Kei Cleaning Services Agreement

Pursuant to the Ou Kei Cleaning Services Agreement, the Group shall procure property cleaning services from Ou Kei Cleaning for the properties of the Group.

The historical transaction amounts, the historical annual caps and the Annual Caps for the Ou Kei Cleaning Services Agreement are set out as follows:

		Year ended	Year ended	Nine months ended
		31 December	31 December	30 September
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Historical	transaction amounts	19,034	17,202	12,295
		Year ended	Year ended	Year ending
		31 December	31 December	31 December
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Historical	annual caps	21,000	23,000	26,000

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LETTER FROM ALTUS CAPITAL

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		HK$’000	HK$’000	HK$’000
Annual	Caps	17,600	19,800	21,900

We note that the historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 91% and 75% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 47% of the historical annual cap for the year ending 31 December 2016 was utilised. We have reviewed the breakdown of historical transaction amounts, and understand that the decrease in the historical transaction amounts for the two years ended 31 December 2014 and 2015 and for the nine months ended 30 September 2016 was mainly due to the decrease in number of VIP rooms in The Landmark Macau.

Based on our discussion with the Management, we understand that the Annual Caps in relation to the Ou Kei Cleaning Services Agreement were determined with reference to (i) historical transaction amounts; (ii) the existing cleaning service fees under the Ou Kei Cleaning Services Agreement; (iii) the projected rate of increase in the cleaning service fees to be charged by Ou Kei Cleaning and the annual rate of inflation in Macau; and (iv) the expected increase of the cleaning needs of the new hotels and new casinos (subject to the approval of DICJ) at Macau Fisherman’s Wharf.

We have reviewed information provided by the Company in relation to the projected increase in cleaning service fees and the expected increase in the number of VIP rooms in the properties of the Group in Macau and discussed with the Management on the basis of such projection, and are of the view that the Annual Caps in relation to the Ou Kei Cleaning Services Agreement are fair and reasonable.

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LETTER FROM ALTUS CAPITAL

3.2 The On Kei Management Cleaning Services Agreement

Pursuant to the On Kei Management Cleaning Services Agreement, the Group shall procure property cleaning services from On Kei Management for the properties of the Group.

The historical transaction amounts, the historical annual caps and the Annual Caps for the On Kei Management Cleaning Services Agreement are set out as follows:

	Year ended	Year ended	Nine months ended
	31 December	31 December	30 September
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical transaction amounts	15,995	21,972	18,387
	Year ended	Year ended	Year ending
	31 December	31 December	31 December
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical annual caps	30,000	55,000	75,000
	Year ending	Year ending	Year ending
	31 December	31 December	31 December
	2017	2018	2019
	HK$’000	HK$’000	HK$’000
Annual Caps	41,600	47,100	67,100

We note that the historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 53% and 40% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 25% of the historical annual cap for the year ending 31 December 2016 was utilised. We have reviewed the breakdown of historical transaction amounts, and understand that the increase in the historical transaction amounts for the year ended 31 December 2015 was mainly due to the increase in the cleaning needs of the newly opened Harbourview Hotel in February 2015.

Based on our discussion with the Management, we understand that the Annual Caps in relation to the On Kei Management Cleaning Services Agreement were determined with reference to (i) historical transaction amounts; (ii) the existing service fees under the On Kei Management Cleaning Services Agreement; (iii) the projected rate of increase in the cleaning service fees to be charged by On Kei Management and the annual rate of inflation in Macau; (iv) the expected increase in the cleaning needs of the new hotels and new casinos (subject to

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LETTER FROM ALTUS CAPITAL

the approval of the DICJ) at Macau Fisherman’s Wharf; and (v) the projected monthly service fees for each of the existing hotels, the existing casinos, the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf.

We understand from the Management that in setting the Annual Caps higher than the historical transaction amount for the year ended 31 December 2016, the Management has considered (i) the projected increase in the cleaning service fees; (ii) the expected increase in the cleaning needs of the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf; and (iii) the projected monthly service fees for each of the existing hotels, the existing casinos, the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf. In particular, the cleaning service fees have been projected to have an increase of 10% per annum, which includes the expected rate of inflation of approximately 3% in Macau. Considering the aforementioned factors, and other factors we mentioned in paragraph 2 above including the signs of recovery of Macau’s gaming business and the delay in the Macau Fisherman’s Wharf redevelopment, we concur with the view of the Management that annual expenses for property cleaning service between 2017 and 2019 are expected to be higher than the historical transaction amount for the year ending 31 December 2016 and are expected to have an increasing trend. In particular, based on the progress of the Macau Fisherman’s Wharf redevelopment, as mentioned in paragraph 2.1 above, we note that the target construction completion date of Legend Palace Hotel and Legendale Hotel is in end of 2016 and end of 2018 respectively. Accordingly, we consider that the increase in the cleaning needs of the Group as reflected in the Annual Caps for the three years ending 31 December 2019 is justifiable.

We have reviewed information provided by the Company in relation to the projected increase in the cleaning service fees and the projected monthly service fees for each of the existing hotels, the existing casinos, the new hotels and new casinos (subject to the approval of the DICJ) at Macau Fisherman’s Wharf and discussed with the Management on the basis of such projections, and are of the view that the Annual Caps in relation to the On Kei Management Cleaning Services Agreement are fair and reasonable.

3.3 The Royal Garden Supplies Agreement

Pursuant to the Royal Garden Supplies Agreement, the Group shall procure fruit and flower supplies for the catering operations and hotel decorations at the properties of the Group from Royal Garden.

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LETTER FROM ALTUS CAPITAL

The historical transaction amounts, the historical annual caps and the Annual Caps for the Royal Garden Supplies Agreement are set out as follows:

	Year ended	Year ended	Nine months ended
	31 December	31 December	30 September
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical transaction amounts	6,243	6,151	4,236
	Year ended	Year ended	Year ending
	31 December	31 December	31 December
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical annual caps	19,000	30,000	43,000
	Year ending	Year ending	Year ending
	31 December	31 December	31 December
	2017	2018	2019
	HK$’000	HK$’000	HK$’000
Annual Caps	20,300	22,200	29,700

We note that the historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 33% and 21% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 10% of the historical annual cap for the year ending 31 December 2016 was utilised. We have reviewed the breakdown of historical transaction amounts, and understand that the decrease in the historical transaction amounts for the nine months ended 30 September 2016 was mainly due to (i) the decrease in number of VIP rooms in The Landmark Macau; and (ii) the redevelopment of Macau Fisherman’s Wharf, both of which in turn affected food and beverage demand from customers.

Based on our discussion with the Management, we understand that the Annual Caps in relation to the Royal Garden Supplies Agreement were determined with reference to (i) historical transaction amounts; (ii) the existing purchase price for the fruit and flower supplies under the Royal Garden Supplies Agreement; (iii) the projected rate of increase in the purchase price and the annual rate of inflation in Macau; and (iv) the projected annual costs of the projected food and beverage revenue of the Group for the three years ending 31 December 2019.

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LETTER FROM ALTUS CAPITAL

We understand from the Management that in setting the Annual Caps higher than the historical transaction amount for the year ended 31 December 2016, the Management has considered (i) the projected increase in the purchase price for fruit and flower supplies to be charged by Royal Garden; and (ii) the expected increase in the costs of the projected food and beverage income. In particular, the purchase price for fruit and flower supplies to be charged by Royal Garden has been projected to have an increase of 10% per annum, which includes the expected rate of inflation of approximately 3% in Macau. Considering the aforementioned factors, and other factors we mentioned in paragraph 2 above including the signs of recovery of Macau’s gaming business and the updated target expected construction completion schedule of the Macau Fisherman’s Wharf redevelopment, we concur with the view of the Management that annual expenses for service provided by Royal Garden between 2017 and 2019 are expected to be higher than the historical transaction amount for the year ending 31 December 2016 and expected to have an increasing trend.

We have reviewed information provided by the Company in relation to the projected increase in the purchase price for fruit and flower supplies and discussed with the Management on the basis of such projection, and are of the view that the Annual Caps in relation to the Royal Garden Supplies Agreement are fair and reasonable.

3.4 The NLC Laundry Service Agreement

Pursuant to the NLC Laundry Service Agreement, the Group shall procure laundry and cleaning services from NLC Laundry for the properties of the Group.

The historical transaction amounts, the historical annual caps and the Annual Caps for the NLC Laundry Service Agreement are set out as follows:

		Year ending	Year ending	Nine months ended
		31 December	31 December	30 September
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Historical	transaction amounts	10,296	13,112	10,051
		Year ended	Year ended	Year ending
		31 December	31 December	31 December
		2014	2015	2016
		HK$’000	HK$’000	HK$’000
Historical	annual caps	17,000	28,000	39,000

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LETTER FROM ALTUS CAPITAL

		Year ending	Year ending	Year ending
		31 December	31 December	31 December
		2017	2018	2019
		HK$’000	HK$’000	HK$’000
Annual	Caps	26,200	28,000	36,100

We note that the historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 61% and 47% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 26% of the historical annual cap for the year ending 31 December 2016 was utilised.

Based on our discussion with the Management, we understand that the Annual Caps in relation to the NLC Laundry Service Agreement were determined with reference to (i) historical transaction amounts; (ii) existing laundry and cleaning service fees charged by NLC Laundry; (iii) the projected rate of increase in the laundry and cleaning services fees to be charged by NLC Laundry and the annual rate of inflation in Macau; (iv) the projected increase of the occupancy rate of the hotel rooms of the existing and new hotels of the Group in Macau; and (v) the projected average spending on the laundry and cleaning services per occupied room of the existing hotels and the new hotels in The Landmark Macau and Macau Fisherman’s Wharf.

We understand from the Management that in setting the Annual Caps higher than the historical transaction amount for the year ended 31 December 2016, the Management has considered (i) the projected increase in the laundry and cleaning service fees to be charged by NLC Laundry; (ii) the expected increase in occupancy rate of the Group’s existing hotels and new hotels; and (iii) the expected increase in average spending on the laundry and cleaning services per occupied room of the existing hotels and the new hotels in The Landmark Macau and Macau Fisherman’s Wharf. The laundry and cleaning service fees to be charged by NLC Laundry have been projected to have an increase of 10% per annum, which includes the expected rate of inflation of approximately 3% in Macau. Considering the aforementioned factors, and other factors we mentioned in paragraph 2 above including the signs of recovery of Macau’s gaming business and the delay in the Macau Fisherman’s Wharf redevelopment, we concur with the view of the Management that annual expenses for service provided by NLC Laundry between 2017 and 2019 are expected to be higher than the historical transaction amount for the year ending 31 December 2016 and expected to have an increasing trend.

We have reviewed information provided by the Company in relation to the projected increase in the laundry and cleaning service fees to be charged by NLC Laundry and the expected increase in occupancy rate of the Group’s existing hotels and new hotels and discussed with the Management on the basis of such projections, and are of the view that the Annual Caps in relation to the NLC Laundry Service Agreement are fair and reasonable.

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LETTER FROM ALTUS CAPITAL

4. The Chong Son Construction Services Agreement

Pursuant to the Chong Son Construction Services Agreement, the Group shall procure construction and renovation services from Chong Son for the properties of the Group.

The historical transaction amounts, the historical annual caps and the Annual Caps for the Chong Son Construction Services Agreement are set out as follows:

	Year ended	Year ended	Nine months ended
	31 December	31 December	30 September
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical transaction amounts	43,574	10,779	9,511
	Year ended	Year ended	Year ending
	31 December	31 December	31 December
	2014	2015	2016
	HK$’000	HK$’000	HK$’000
Historical annual caps	112,000	86,000	100,000
	Year ending	Year ending	Year ending
	31 December	31 December	31 December
	2017	2018	2019
	HK$’000	HK$’000	HK$’000
Annual Caps	55,500	61,000	77,000

We note that the historical transaction amounts for the two years ended 31 December 2014 and 2015 amounted to approximately 39% and 13% of the respective historical annual caps and so far for the nine months ended 30 September 2016, only approximately 10% of the historical annual cap for the year ending 31 December 2016 was utilised. Based on our discussion with the Management, we understand that the historical annual caps had not been utilised to the extent originally expected by the Company mainly because of the delay in the redevelopment of Macau Fisherman’s Wharf, as mentioned in paragraph 2 above. Such delay has caused the historical annual caps to be under-utilised since the Company had taken into account the original plan that Legend Palace Hotel and Legendale Hotel would be completed in 2015 and 2016, respectively, when determining the historical annual caps. We have reviewed the breakdown of historical transaction amounts and understand that the relatively high historical transaction amounts for the year ended 31 December 2014 was mainly due to the renovation of The Landmark Macau.

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LETTER FROM ALTUS CAPITAL

As detailed in paragraph 2.1 above, according to current development plan, Legend Palace Hotel will be completed and opened in early 2017, which will increase 223 hotel rooms, 2 function rooms and 6 restaurants to the Group. Meanwhile, Legendale Hotel will be completed and opened in 2019. The Company anticipates that the actual transaction amounts in relation to the Annual Caps for the three years ending 31 December 2019 will have an increasing trend year by year in view of the new hotels and new casinos (subject to the approval of the DICJ) of the Group in Macau.

Based on our discussion with the Management, we understand that the Annual Caps in relation to the Chong Son Construction Service Agreement were determined with reference to (i) historical transaction amounts on a per hotel basis and on a per VIP room basis; (ii) the projected annual amounts for the construction and renovation of the new hotels and the new VIP rooms of the Group in Macau; and (iii) the projected annual amounts for the repair and maintenance of the properties of the Group in Macau.

We understand from the Management that in setting the Annual Caps higher than the historical transaction amount for the year ended 31 December 2016, the Management has considered (i) the projected annual amounts for the construction and renovation of the new hotels and the new VIP rooms of the Group in Macau; and (ii) the projected annual amounts for the repair and maintenance of the properties of the Group in Macau.

Meanwhile, based on our discussion with the Management, we understand that the Company intends to undertake certain substantial renovation works in The Landmark Macau, Pharaoh’s Palace Casino and Babylon Casino in coming three years, although no concrete timetable has been finalised by the Management as at the Latest Practicable Date. Accordingly, in determining the Annual Caps in each of the three years ending 31 December 2019, the Management has taken into consideration the potential for such renovation works in order to provide flexibility to the Group to start work immediately once the renovation plan is finalised. In additional, having considered the target construction completion of Legend Palace Hotel and Legendale hotel in end of 2016 and end of 2018 respectively, we are of the view that the increasing trend of the Annual Caps in relation to the Chong Son Construction Service Agreement is justifiable.

We have reviewed information provided by the Company in relation to the projected annual amounts of construction and renovation of the new hotels and the new VIP rooms of the Group in Macau and the projected annual amounts for the repair and maintenance of the properties of the Group and discussed with the Management on the basis of such projections and the progress of the development of the new hotels and new VIP rooms. The development plan of the new hotels and new VIP rooms are detailed in paragraph 2. Based on the current development progress, the Company does not expect there to be further delay to the updated development plan. We are of the view that the Annual Caps in relation to the Chong Son Construction Service Agreement are fair and reasonable.

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LETTER FROM ALTUS CAPITAL

5. Pricing policy in relation to the Connected Procurement Agreements and Chong Son Construction Services Agreement

As disclosed in the ‘‘Letter from the Board’’ of the Circular, the services under the Connected Procurement Agreements and the Chong Son Construction Services Agreement will be conducted on normal commercial terms and the price for each transaction contemplated will be agreed upon by arm’s length negotiation.

In the past, the Company has obtained and compared quotes for similar services from independent third parties in the market to determine if the prices and terms offered by the relevant parties under the Connected Procurement Agreements and Chong Son Construction Services Agreement are comparable to those offered by such independent third parties. We have obtained evidence from the Company to prove that it has indeed been seeking quotes for similar services from two independent third parties on a half-yearly basis in the market in order to assess and review the fairness and reasonableness of the quotes under the Connected Procurement Agreements and the Chong Son Construction Services Agreement for the three years ending 31 December 2016.

The Management confirmed that they will continue this practice after the renewal of the existing Connected Procurement Agreements and Chong Son Construction Services Agreement, for the three years ending 31 December 2019. If the Company obtains more favourable prices and terms for similar services from independent third parties, the Company will negotiate with the relevant party for comparable price and terms of the services and the Company has the full discretion to decide whether to engage the services from that relevant party if comparable price and terms cannot be obtained.

Based on the above, we are of the view that such pricing policy will ensure that the transactions under the Connected Procurement Agreements and the Chong Son Construction Services Agreement will be conducted on normal commercial terms or on terms no less favourable to the Group than terms available from other independent third party service providers, and therefore the interests of the Independent Shareholders will be protected. In short, the Company has the right and is free to engage other service providers if they are more competitive.

6. Continuing connected transactions requirements under the Listing Rules

Pursuant to Rule 14A.55 of the Listing Rules, the independent non-executive Directors are required to review the Group’s continuing connected transactions annually and confirm in the Company’s annual report that they have been carried out (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) in accordance with the relevant agreement governing them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In compliance with the Listing Rules, the Company will engage auditors to report on the Group’s continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement for each of the three years ending 31 December 2019. Given the above, we consider that there exist appropriate procedures and

– 64 –

LETTER FROM ALTUS CAPITAL

arrangements to ensure that the continuing connected transactions contemplated under the Connected Procurement Agreements and the Chong Son Construction Services Agreement will be conducted on terms in compliance with the provisions of the Listing Rules.

RECOMMENDATIONS

Having considered the above principal factors, we are of the view that (i) the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement are in the interests of the Company and the Shareholders as a whole; (ii) the terms of the Connected Procurement Agreements and the Chong Son Construction Services Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group, and are fair and reasonable so far as the Independent Shareholders are concerned; and (iii) the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we would recommend the Independent Shareholders and the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the ordinary resolutions to be proposed at the EGM to approve (i) the transactions contemplated under the renewal of the existing continuing connected transactions in relation to the Connected Procurement Agreements and the Chong Son Construction Services Agreement; and (ii) the Annual Caps.

Yours faithfully, For and on behalf of Altus Capital Limited Jeanny Leung Executive Director

Ms. Jeanny Leung (‘‘Ms. Leung’’) is a Responsible Officer of Altus Capital Limited licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and permitted to undertake work as a sponsor. She is also a Responsible Officer of Altus Investments Limited licensed to carry on Type 1 (dealing in securities) regulated activity under the SFO. Ms. Leung has over 25 years of experience in corporate finance advisory and commercial field in Greater China, in particular, she has participated in sponsorship work for initial public offerings and acted as financial adviser or independent adviser in various corporate finance advisory transactions.

– 65 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

(1) Long Position in Shares of the Company

Name of Directors Capacity Mr David Chow Beneficial owner Controlled corporation Interest of spouse Madam Lam Controlled corporation Mr Sheldon Trainor- DeGirolamo Beneficial owner Controlled corporation Mr Donald Chow Beneficial owner Mr Carl Tong Beneficial owner Ms Ho Chiulin, Laurinda Beneficiary of a trust	Number of Shares 1,508,418,046 401,653,780(1) 129,690,066(2) 2,039,761,892 812,704,500(3) 15,887,159 70,631,345(4) 86,518,504 600,000 8,120,579 934,269,609(5)	Approximate percentage of total issued Shares 24.06% 6.40% 2.07%
		32.53%
		12.96% 0.25% 1.13%
		1.38%
		0.01% 0.13% 14.90%

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GENERAL INFORMATION

APPENDIX I

Notes:

These Shares were held by All Landmark Properties Limited (‘‘All Landmark’’), a controlled corporation of Mr David Chow.
Mr David Chow was deemed to be interested in 129,690,066 Shares through the interest of his spouse, Ms Melinda Chan.
These Shares were held by Grand Bright Holdings Limited (‘‘Grand Bright’’), a controlled corporation of Madam Lam.
These Shares were held by PacBridge Capital Partners (HK) Limited, a controlled corporation of Mr Sheldon Trainor-DeGirolamo.
These Shares were held directly by UBS Nominees Limited, which is a nominee holding the Shares for Earth Group Ventures Ltd., a company wholly-owned by UBS TC (Jersey) Ltd. as trustee of the Earth Settlement. Earth Settlement is a discretionary trust set up by Ms Chan Un Chan as founder for her assets planning purposes. Ms Ho Chiulin, Laurinda is a daughter of Ms Chan Un Chan, a substantial shareholder of the Company.

(2) Short Position in Shares of the Company

Name of Directors Capacity Mr David Chow Beneficial owner Controlled corporation Madam Lam Controlled corporation	Number of Shares 1,458,631,654 319,696,000(1) 1,778,327,654 700,000,000(2)	Approximate percentage of total issued Shares 23.26% 5.10%
		28.36%
		11.16%

Notes:

The short position in the Shares was held by All Landmark, a controlled corporation of Mr David Chow.
The short position in the Shares was held by Grand Bright, a controlled corporation of Madam Lam.

Save as disclosed above, none of the Directors or chief executive of the Company, as at the Latest Practicable Date, had registered an interest or a short position in the Shares, underlying Shares or debenture of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

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GENERAL INFORMATION

APPENDIX I

(b) Substantial Shareholders’ interests in the securities of the Company

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following person (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying Shares of the Company as recorded in the register required to be kept by the Company pursuant to section 336 of the SFO or which would fall to be disclosed to the Company under the provisions in Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

(1) Long position in Shares of the Company

Name of substantial shareholders Capacity All Landmark Beneficial owner Ms Melinda Chan Beneficial owner Interest of spouse Grand Bright Beneficial owner Elite Success International Limited Beneficial owner Mr Li Chi Keung Beneficial owner Controlled corporation Ms Wong Hoi Ping Controlled corporation Interest of spouse Ms Chan Un Chan Beneficial owner Founder of discretionary trust Controlled corporation Earth Group Ventures Ltd. Beneficial owner UBS TC (Jersey) Ltd. Trustee/controlled corporation	Number of Shares 401,653,780(1) 129,690,066 1,910,071,826(2) 2,039,761,892 812,704,500(3) 687,371,750 7,429 687,371,750(4) 687,379,179 687,371,750(4) 7,429(5) 687,379,179 77,664,000 934,269,609(6) 2,835,000(7) 1,014,768,609 934,269,609(6) 934,269,609(6)	Approximate percentage of total issued Shares 6.40% 2.07% 30.46%
		32.53%
		12.96% 10.96% 0.00% 10.96%
		10.96%
		10.96% 0.00%
		10.96%
		1.24% 14.90% 0.04%
		16.18%
		14.90% 14.90%

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GENERAL INFORMATION

APPENDIX I

Notes:

The interest of All Landmark was disclosed as the interest of Mr David Chow in the above section headed ‘‘Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations’’.
Ms Melinda Chan was deemed to be interested in 1,910,071,826 Shares through the interest of her spouse, Mr David Chow.
The interest of Grand Bright was disclosed as the interest of Madam Lam in the above section headed ‘‘Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations’’.
These Shares were held by Elite Success International Limited (a company in which each of Mr Li Chi Keung and Ms Wong Hoi Ping, spouse of Mr Li Chi Keung, held 44.5% of the total issued capital).
Ms Wong Hoi Ping was deemed to be interested in 7,429 Shares through the interest of her spouse, Mr Li Chi Keung.
These Shares were held directly by UBS Nominees Limited, which is a nominee holding the Shares for Earth Group Ventures Ltd., a company wholly-owned by UBS TC (Jersey) Ltd. as trustee of the Earth Settlement. Earth Settlement is a discretionary trust set up by Ms Chan Un Chan as founder for her assets planning purposes.
These Shares were held by UNIR (HK) Management Limited, a controlled corporation of Ms Chan Un Chan.

(2) Short Position in Shares of the Company

			Approximate
			percentage of
Name of substantial			total issued
shareholders	Capacity	Number of Shares	Shares
Ms Melinda Chan	Interest of spouse	1,778,327,654(1)	28.36%
All Landmark	Beneficial owner	319,696,000(2)	5.10%
Grand Bright	Beneficial owner	700,000,000(3)	11.16%
Notes:

Ms Melinda Chan was deemed to have a short position in 1,778,327,654 Shares through the short position of her spouse, Mr David Chow. Details of the above short position in Shares have been disclosed in the above section headed ‘‘Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated ’’

corporations .

The short position of All Landmark was disclosed as the short position of Mr David Chow in the above section headed ‘‘Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations’’.
The short position of Grand Bright was disclosed as the short position of Madam Lam in the above section headed ‘‘Directors’ and chief executive’s interests and short positions in Shares, underlying Shares and debentures of the Company and its associated corporations’’.

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GENERAL INFORMATION

APPENDIX I

Save as disclosed above, the Directors are not aware of any other corporation or individual (other than a Director or the chief executive of the Company) who, as at the Latest Practicable Date, had registered an interest or a short position in the Shares or underlying Shares as recorded in the register of interests required to be kept pursuant to section 336 of the SFO.

3. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors was considered to have interests in a business which competes or is likely to compete, either directly or indirectly, with the businesses of the Group, as defined in the Listing Rules.

4. DIRECTORS’ INTERESTS IN ASSETS

Save as disclosed in the announcement of the Company dated 7 November 2016 in relation to the renewal of the existing continuing connected transactions of the Company, none of the Directors had any interest, directly or indirectly, in any asset which has, since 31 December 2015 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by, or leased to, any member of the Group or is proposed to be acquired or disposed of by, or leased to, any member of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group.

7. LITIGATION

As at the Latest Practicable Date and save as disclosed in this circular, so far as the Directors are aware, no litigation or claim of material importance was pending or threatened against any member of the Group.

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GENERAL INFORMATION

APPENDIX I

8. QUALIFICATIONS OF EXPERT

The following are the qualifications of the expert which has given opinion or advice contained in this circular:

Name Qualifications Altus Capital Limited A licensed corporation to carry on Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

9. CONSENT OF EXPERT

The expert as set out in paragraph 8 above has given, and has not withdrawn, its written consent to the issue of this circular with the inclusion of its opinion or letter of advice and references to its name in the form and context in which they appear.

10. INTERESTS OF EXPERT

As at the Latest Practicable Date, the expert as set out in paragraph 8 above:

(a) did not have any shareholding in any member of the Group, or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and
(b) was not interested, directly or indirectly, in any asset which has since 31 December 2015 (being the date to which the latest published audited consolidated financial statements of the Group were made up) been acquired or disposed of by, or leased to, any member of the Group or is proposed to be acquired or disposed of by, or leased to, any member of the Group.

11. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2015, being the date to which the latest published audited financial statements of the Group were made up.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. on any weekday (except public holidays) at the principal place of business of the Company in Hong Kong at Shop 102, 1/F, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong from the date of this circular up to and including 29 December 2016:

(a) the Connected Procurement Agreements;

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GENERAL INFORMATION

APPENDIX I

(b) the Chong Son Construction Services Agreement;
(c) the letter from the Independent Board Committee in relation to the Renewal, the text of which is set out in this circular;
(d) the letter from the Independent Financial Adviser in relation to the Renewal, the text of which is set out in this circular;
(e) the written consent referred to in the section headed ‘‘Consent of Expert’’ in this appendix; and
(f) the amended and restated Articles of Association to be adopted by the Company reflecting the Proposed Amendments.

13. MISCELLANEOUS

(a) All references to times and dates in this circular refer to Hong Kong times and dates.
(b) The English text of this circular shall prevail over its Chinese text.

– 72 –

NOTICE OF EGM

APPENDIX II

==> picture [256 x 43] intentionally omitted <==

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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of Macau Legend Development Limited (the ‘‘Company’’) will be held at Kennedy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Thursday, 29 December 2016 or any adjournment of such meeting for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions:

‘‘AS SPECIAL RESOLUTIONS THAT:

(1) the amendments to the articles of association of the Company as set out in the circular of the Company dated 2 December 2016 (the ‘‘Circular’’) be and are hereby approved, confirmed and ratified, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the Proposed Amendments (as defined in the Circular), and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the Proposed Amendments; and
(2) subject to the approval of the above special resolution, the amended and restated articles of association containing the Proposed Amendments (as defined in the Circular), in the form tabled at the Meeting and initialed for identification purposes by the chairman of the Meeting, be and are hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company.’’

‘‘AS ORDINARY RESOLUTIONS THAT:

(1) the Connected Procurement Agreements (including the Annual Caps under them) (as defined in the Circular) be and are hereby approved and confirmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the transactions contemplated under the Connected Procurement Agreements, and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the transactions contemplated under the Connected Procurement Agreements; and
For identification purposes only

– 73 –

NOTICE OF EGM

APPENDIX II

(2) the Chong Son Construction Services Agreement (including the Annual Caps under it) (as defined in the Circular) be and is hereby approved and confirmed, and the directors of the Company be and are hereby authorised, for and on behalf of the Company, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the transactions contemplated under the Chong Son Construction Services Agreement, and to execute all such other documents, instruments and agreements (including the affixation of the Company’s common seal) deemed by them to be incidental to, ancillary to or in connection with the transactions contemplated under the Chong Son Construction Services Agreement.’’
By Order of the Board
Macau Legend Development Limited Chow Kam Fai, David
Co-chairman, executive director and chief executive officer

Hong Kong, 2 December 2016

Notes:

(a) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more Shares (as defined in the Circular) may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
(b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting and any adjournment of such meeting. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
(c) Where there are joint holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled to the Shares; but if more than one of such joint holders are present at the meeting and any adjournment of such meeting, the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the board of directors of the Company comprises four executive directors of the Company, namely, Mr Chow Kam Fai, David (Co-chairman and chief executive officer), Madam Lam Fong Ngo (Vice chairman), Mr Sheldon Trainor-DeGirolamo and Mr Chow Wan Hok, Donald; two non-executive directors of the Company, namely Mr Tong Ka Wing, Carl (Co-chairman) and Ms Ho Chiulin, Laurinda; and three independent non-executive directors of the Company, namely, Mr Fong Chung, Mark, Mr Xie Min and Madam Tam Wai Chu, Maria.

– 74 –

AI assistant

Macau Legend Development Limited — Proxy Solicitation & Information Statement 2016

50086_rns_2016-12-01_cac8af4d-d429-4526-a9fc-0f99f01bb64f.pdf

Macau Legend Development Limited 澳 門 勵 駿 創 建 有 限 公 司[*]

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

(2) RENEWAL OF

THE EXISTING CONTINUING CONNECTED TRANSACTIONS

DEFINITIONS

DEFINITIONS

Macau Legend Development Limited 澳 門 勵 駿 創 建 有 限 公 司[*]

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(2) RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

2. THE PROPOSED AMENDMENTS

LETTER FROM THE BOARD

LETTER FROM THE BOARD

3. REASONS FOR THE PROPOSED AMENDMENTS

(a) Facilitating the operation of the structure of co-chairmen of the Company

(b) Reflecting the new Companies Ordinance and the changes in the Listing Rules which are relevant to the Articles of Association

(c) Improving the drafting of the Articles of Association

4. THE RENEWAL OF THE CONNECTED PROCUREMENT AGREEMENTS

Date of renewal

Term

Principal terms of the Ou Kei Cleaning Services Agreement

Principal terms of the On Kei Management Cleaning Services Agreement

Principal terms of the Royal Garden Supplies Agreement

Principal terms of the NLC Laundry Service Agreement

The Aggregate Annual Caps under the Connected Procurement Agreements

LETTER FROM THE BOARD

Breakdown of the Annual Caps for each of the Connected Procurement Agreements

The Ou Kei Cleaning Services Agreement

LETTER FROM THE BOARD

The On Kei Management Cleaning Services Agreement

The Royal Garden Supplies Agreement

LETTER FROM THE BOARD

Basis of determination for the Annual Caps under the Royal Garden Supplies Agreement

LETTER FROM THE BOARD

The NLC Laundry Service Agreement

Basis of determination for the Annual Caps under the NLC Laundry Service Agreement

Pricing policy for the Connected Procurement Agreements

5. REASONS FOR AND BENEFITS OF RENEWAL OF THE CONNECTED PROCUREMENT AGREEMENTS

6. THE RENEWAL OF THE CHONG SON CONSTRUCTION SERVICES AGREEMENT

Date of renewal

Parties

Term

Principal terms of the Chong Son Construction Services Agreement

The Annual Caps

Pricing policy

Basis of determination for the Annual Caps

7. REASONS FOR AND BENEFITS OF RENEWAL OF THE CHONG SON CONSTRUCTION SERVICES AGREEMENT

8. PROGRESS OF THE REDEVELOPMENT OF MACAU FISHERMAN’S WHARF

LETTER FROM THE BOARD

9. INFORMATION ON THE GROUP, OU KEI CLEANING, ON KEI MANAGEMENT, ROYAL GARDEN, NLC LAUNDRY AND CHONG SON

10. LISTING RULES IMPLICATIONS IN RELATION TO THE RENEWAL

LETTER FROM THE BOARD

LETTER FROM THE BOARD

11. SHAREHOLDERS’ APPROVAL

12. EGM

13. CLOSURE OF REGISTER OF MEMBERS

14. RECOMMENDATION

Yours faithfully,

On behalf of the Board

LETTER FROM THE INDEPENDENT BOARD COMMITTEE IN RELATION TO THE RENEWAL

Macau Legend Development Limited 澳 門 勵 駿 創 建 有 限 公 司[*]

RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

LETTER FROM THE INDEPENDENT BOARD COMMITTEE IN RELATION TO THE RENEWAL

RECOMMENDATION IN RELATION TO THE RENEWAL

Yours faithfully,

Independent Board Committee of

RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

THE INDEPENDENT BOARD COMMITTEE

THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group

1.1 Principal business of the Group

2.1 Progress of the Macau Fisherman’s Wharf redevelopment

Macau Legend Development Limited Proxy Solicitation & Information Statement 2016

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

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

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

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