Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

LT HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability) (Stock code: 112)

MAJOR TRANSACTION ACQUISITION OF LAND USE RIGHTS IN TANGSHAN, THE PRC ACQUISITION OF LAND USE RIGHTS

The Board is pleased to announce that LT Commercial, an indirectly wholly-owned subsidiary of the Company, succeeded in the bid of the Second Piece of Land offered for sale by Tangshan Land Bureau through the Auction.

LISTING RULES IMPLICATIONS

The Second Acquisition, on a stand-alone basis, constitutes a major transaction for the Company under the Listing Rules. Pursuant to the Listing Rules, the Second Acquisition has to be aggregated with the First Acquisition when complying with the classification requirements pursuant to Rule 14.22 of the Listing Rules. As the applicable percentage ratios for the Company pursuant to the Listing Rules in respect of the Second Acquisition (when aggregated with the First Acquisition) are greater than 25% but all such ratios are less than 100%, the Second Acquisition as aggregated with the First Acquisition constitutes a major transaction for the Company and is subject to reporting, announcement and Shareholders approval requirements under the Listing Rules.
Mr. Yang Longfei, an executive Director, beneficially owns the entire issued share capital of China Lerthai. As at the date of this announcement, China Lerthai holds 254,055,888 Shares, representing approximately 74.99% of the issued share capital of the Company.
To the best knowledge of the Directors, no Shareholder (including Mr. Yang Longfei, China Lerthai and their respective associates) has a material interest in the Acquisitions which is different from other Shareholders, and no Shareholder is required to abstain from voting if the Company were to convene a general meeting in respect of the Second Acquisition. The Company has obtained a written shareholders approval from China Lerthai approving the Second Acquisition pursuant to Rule 14.44 of the Listing Rules. Accordingly, no general meeting will be convened to approve the Second Acquisition.

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GENERAL

Each of the First Acquisition and the Second Acquisition constitutes a major transaction for the Company under the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, the Company is required to despatch a circular to the Shareholders within 15 business days after publication of (i) the First Acquisition Announcement in relation to the First Acquisition, i.e. by 14 February
2014; and (ii) this announcement in relation to the Second Acquisition, i.e. by 18 February 2014. As additional time is required to prepare the financial information for inclusion in the circular, the Company expects that the circular containing further information in relation to the Acquisitions as required under the Listing Rules will be despatched to the Shareholders for information purpose on or before 28 February 2014. The Company has applied to the Stock Exchange for waiver from strict compliance with Rule 14.41(a) of the Listing Rules for the First Acquisition and the Second Acquisition as well as for an extension of the deadline for despatch of the circular to a date no later than 28 February 2014. As at the date of this announcement, the Stock Exchange has granted such waiver in respect of the First Acquisition.

References are made to the Bond Announcements, the Land Bidding Announcements and the First
Acquisition Announcement.

ACQUISITION OF LAND USE RIGHTS

The Board is pleased to announce that LT Commercial, an indirectly wholly-owned subsidiary of the Company, succeeded in the bid of the Second Piece of Land offered for sale by Tangshan Land Bureau, a local PRC government authority which is in charge of, among other things, the sale of land use rights in Tangshan City, Hebei Province, the PRC, at the Auction held on 24 January 2014 for RMB190,787,610 (equivalent to approximately HK$244.4 million).

PARTICULARS OF THE AUCTION Date of the Auction and date of the Auction Confirmation

24 January 2014

Parties to the Auction Confirmation

(a) LT Commercial
(b) Tangshan Land Bureau
To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries, Tangshan Land Bureau is a third party independent of the Company and its connected persons.

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INFORMATION ON THE SECOND PIECE OF LAND

The Second Piece of Land is located at junction of Beixin West Road and Xihuan Road, Lubei District, Tangshan City, Hebei Province, the PRC with a site area of approximately 63,595.87 sq.m. The Second Piece of Land is designated for commercial and residential use with a plot ratio of not more than 4.0. The land use right of the Second Piece of Land to be granted under the Land Use Rights Grant Contract will be of a term of 70 years and 40 years for residential use and commercial use respectively. The maximum gross floor area based on plot ratio of the Second Piece of Land is approximately 254,383 sq.m., which is planned by the Company (subject to governmental approval) to comprise, among other things, residential and retail properties.
The Second Piece of Land is intended to be developed for commercial and residential use, and shall together with the development of the First Piece of Land as part of the Tangshan Tiexi Lerthai Project, which is located in Lubei District, Tangshan City, Hebei Province, the PRC. The capital expenditure in respect of the Second Piece of Land is currently estimated to be approximately RMB254.1 million (equivalent to approximately HK$325.5 million), comprising approximately RMB190.8 million (equivalent to approximately HK$244.4 million) as the consideration for the Second Piece of Land and the remaining as the estimated first phase development costs. The Directors estimate that the aforesaid estimated capital expenditure will be funded by (i) net proceeds from the issue of convertible bonds by the Company, which was completed on 10 January 2014; and (ii) internal resources of the Group.

CONSIDERATION AND PAYMENT TERMS

The consideration of the Second Acquisition of RMB190,787,610 (equivalent to approximately HK$244.4 million) was arrived at through the bidding process of the Auction held by Tangshan Land Bureau. The refundable deposit in the amount of RMB100 million (equivalent to HK$129 million at the actual exchange rate of payment) paid by the Company on 16 January 2014 for bidding of the Second Piece of Land will be applied to satisfy part of the consideration of the Second Acquisition.
The Land Use Rights Grant Contract in relation to the Second Acquisition shall be entered into in due course and the consideration of the Second Acquisition will be settled in accordance with the payment terms to be set out in the Land Use Rights Grant Contract.

REASONS FOR THE SECOND ACQUISITION

The Group is principally engaged in securities investment and finance. As set out in the Company's
2013 interim report, the Group intends to expand its business into property investment and development alongside its existing business. Despite on-going austerity measures, the Directors are of the view that the PRC property sector still has long term prospects in view of the continued PRC economic growth, urbanisation trends, high household savings rates, increasing demand of end-users and the governmental policy to promote urbanisation. Accordingly, the Group is actively identifying suitable land acquisition opportunities for future development and are planned to engage in property development projects when suitable opportunities arise.

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The Second Piece of Land is intended to be developed for commercial and residential use and shall together with the development of the First Piece of Land as part of the Tangshan Tiexi Lerthai Project. The Company is in the process of establishing a company in the PRC for the purpose of, among other things, carrying out the development of the Second Piece of Land. The Directors believe that each of the First Acquisition and the Second Acquisition provides a sound opportunity for the Group to establish its position and engage in the property market in Tangshan City, Hebei Province, the PRC. The Second Acquisition is in line with the Company's development strategy. The Directors consider that the Second Acquisition is in the interests of the Company and the Shareholders as a whole and the terms thereof are on normal commercial terms which are fair and reasonable.

LISTING RULES IMPLICATIONS

The Second Acquisition, on a stand-alone basis, constitutes a major transaction for the Company under the Listing Rules. Pursuant to the Listing Rules, the Second Acquisition has to be aggregated with the First Acquisition when complying with the classification requirements under Rule 14.22 of the Listing Rules. As the applicable percentage ratios for the Company pursuant to the Listing Rules in respect of the Second Acquisition (when aggregated with the First Acquisition) are greater than 25% but all such ratios are less than 100%, the Second Acquisition as aggregated with the First Acquisition constitutes a major transaction for the Company and is subject to reporting, announcement and Shareholders approval requirements under the Listing Rules.
Mr. Yang Longfei, an executive Director, beneficially owns the entire issued share capital of China Lerthai. As at the date of this announcement, China Lerthai holds 254,055,888 Shares, representing approximately 74.99% of the issued share capital of the Company.
To the best knowledge of the Directors, no Shareholder (including Mr. Yang Longfei, China Lerthai and their respective associates) has a material interest in the Acquisitions which is different from other Shareholders, and no Shareholder is required to abstain from voting if the Company were to convene a general meeting in respect of the Second Acquisition. The Company has obtained a written shareholders approval from China Lerthai approving the Second Acquisition pursuant to Rule 14.44 of the Listing Rules. Accordingly, no general meeting will be convened to approve the Second Acquisition.

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GENERAL

Each of the First Acquisition and the Second Acquisition constitutes a major transaction for the Company under the Listing Rules. Pursuant to Rule 14.41(a) of the Listing Rules, the Company is required to despatch a circular to the Shareholders within 15 business days after publication of (i) the First Acquisition Announcement in relation to the First Acquisition, i.e. by 14 February
2014; and (ii) this announcement in relation to the Second Acquisition, i.e. by 18 February 2014. As additional time is required to prepare the financial information for inclusion in the circular, the Company expects that the circular containing further information in relation to the Acquisitions as required under the Listing Rules will be despatched to the Shareholders for information purpose on or before 28 February 2014. The Company has applied to the Stock Exchange for waiver from strict compliance with Rule 14.41(a) of the Listing Rules for the First Acquisition and the Second Acquisition as well as for an extension of the deadline for despatch of the circular to a date no later than 28 February 2014. As at the date of this announcement, the Stock Exchange has granted such waiver in respect of the First Acquisition.

DEFINITIONS

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

"Acquisitions" the First Acquisition and the Second Acquisition "associates" the meaning ascribed to it in the Listing Rules "Auction" the public auction held by Tangshan Land Bureau

"Auction Confirmation" the auction confirmation notice (JVXfii� if) dated 24 January

2014 issued by Tangshan Land Bureau to LT Commercial
confirming the successful bidding of the Second Piece of Land at the Auction

"Board" the board of Directors

"Bond Announcements" announcements of the Company dated 24 December 2013, 27

December 2013, 3 January 2014 and 10 January 2014 in relation
to, among other things, the issue of the convertible bonds by the
Company and the Tangshan Tiexi Lerthai Project

"China Lerthai" China Lerthai Commercial Real Estate Holdings Limited, a company incorporated in the British Virgin Islands and the controlling Shareholder

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"Company" LT Holdings Limited, a company incorporated in Hong Kong

with limited liability, the shares of which are listed on the main
board of the Stock Exchange

"connected person(s)" has the meaning ascribed to it under the Listing Rules

"Director(s)" director(s) of the Company

"First Acquisition" the acquisition of land use rights of the First Piece of Land through public bidding process at the Auction

"First Acquisition

Announcement"
announcement of the Company dated 22 January 2014 in relation to the First Acquisition

"First Piece of Land" a piece of land located at junction of Beixin West Road and

Xihuan Road, Lubei District, Tangshan City, Hebei Province, the
PRC with a site area of 93,706.33 sq.m.

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Land Bidding

Announcements"
announcements of the Company dated 8 January 2014 and 16
January 2014 in relation to, among other things, application for registration to participate in the land bidding by the Group in respect of the First Piece of Land and Second Piece of Land respectively

"Land Use Rights

Grant Contract"
Land Use Rights Grant Contract (�ff±t!L�Jtllilili� �)
to be entered into pursuant to the Auction Confirmation

"Listing Rules" the Rules Governing the Listing of Securities on the Stock

Exchange

"LT Commercial" LT Commercial Limited, an indirectly wholly-owned subsidiary of the Company

"PRC" the People's Republic of China and, for the purpose of this announcement, excluding Hong Kong, Macao Special Administrative Region of the People's Republic of China and Taiwan

"Second Acquisition" the acquisition of land use rights of the Second Piece of Land through public bidding process at the Auction

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"Second Piece of Land" a piece of land located at junction of Beixin West Road and

Xihuan Road, Lubei District, Tangshan City, Hebei Province, the
PRC with a site area of 63,595.87 sq.m.

"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the

Company

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Tangshan Land Bureau" mwrtJ�±�YJ)B (Tangshan Municipal Bureau of Land and

Resources)

"Tangshan Tiexi

Lerthai Project"
the residential and commercial property development project that the Group plans to develop at Lubei District, Tangshan City, Hebei Province, the PRC

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"RMB" Renminbi, the lawful currency of the PRC

"sq.m." square metre(s)

"%" per cent.

For the purpose of illustration only, amounts denominated in RMB in this announcement are translated into HK$ at the rate of RMB1=HK$1.281. This should not be construed as a representation that the amounts in question have been, could have been or could be converted at any particular rate at all.
English translations of the Chinese names are included in this announcement for information purpose only, and should not be regarded as their official English translations of such names.
On behalf of the Board of LT Holdings Limited Mr. Yang Longfei

Chairman and Executive Director

Hong Kong, 24 January 2014

As at the date of this announcement, the executive Directors are Mr. Yang, Longfei, Ms. Dai, Hui and Mr. Chan, Tik Sang, the non-executive Directors are Mr. Lee, Vincent Marshall Kwan Ho, Mr. Lam, Kwong Wai and Mr. Yang, Shao Xing Max and the independent non-executive Directors are Mr. Fan, Ren Da Anthony, Mr. Fan, Chun Wah Andrew and Mr. Lau, Yu Fung Wilson.

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