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LT HOLDINGS LIMITED

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

FURTHER DETAILS ON THE ISSUE OF CONVERTIBLE BONDS

Reference is made to the announcements of the Company dated 24 December 2013 and 27
December 2013 in relation to, among others, the proposed issue of the Convertible Bonds by the Company (the"Announcements"). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcements

Further Details on the issue of Convertible Bonds

The Company has to first fulfill the conditions precedent under the CB Subscription Agreement, which includes but not limited to the due diligence exercise on the Tangshan Tiexi Lerthai Project by the Subscriber and the provision of the security documents to the Subscriber. In addition, the Guarantors have to fulfill the undertaking headed"Undertaking for refinancing for the Tangshan City Project"in the announcement of the Company dated 24 December 2013 before the Company can utilize the relevant money in the charged account.
The completion of the aforesaid conditions will allow the Company to utilise the relevant money in the charged account but the use of proceeds shall still be limited to the Tangshan Tiexi Lerthai Project but not else in accordance with the terms of the Convertible Bonds and any use of proceeds for any other purposes will constitute default on the part of the Company. In the unlikely event that the Company would utilise the proceeds for any other purposes other than the Tangshan Tiexi Lerthai Project or other appropriate development projects to the satisfaction of the Subscriber, such act will constitute a breach of terms of the Convertible Bonds and also an event of default under the Convertible Bonds and the Company will be obliged to redeem the Convertible Bonds in accordance with its terms in such circumstances. Moreover, the Company will inform the Subscriber on the use of proceeds and it is intended that the proceeds will be placed in a project company, which will be a subsidiary of the Company, for the Tangshan Tiexi Lerthai Project.

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In light of the estimated capital commitment of the Tangshan Tiexi Lerthai Project of approximately HK$660 million as disclosed in the announcement dated 27 December 2013 and based on the aforesaid restrictions, the Company considers that it will not become a cash company in the event of the Tangshan Tiexi Lerthai Project becoming materialised.
While the Company is not under a strict obligation to redeem the Convertible Bonds in the event that it fails to acquire the Lands or it is unable to identify other projects for development to the satisfaction of the CB Subscriber, given that the terms of the Convertible Bonds restrict the use of proceeds for the Tangshan Tiexi Lerthai Project, the Company in tends to redeem the Convertible Bonds in such case.

If the assets of the Company consist substantially of cash or short-dated securities after Closing and the Tangshan Tiexi Lerthai Project cannot be secured by the Group or materialised, the Company may become a cash company under Rule 14.82 of the Listing Rules. If the Company becomes a cash company upon Closing, it may apply to the Stock Exchange to lift the suspension once it has a business suitable for listing, but the Stock Exchange will treat such application for lifting of the suspension as if it were a new listing application. The Stock Exchange reserves the right to cancel the listing of the Shares if such suspension continues for more than 12 months.

The conversion price is subject to common and usual anti-dilutive adjustment available to other Convertible Bonds such as share consolidation or subdivision, rights issue, open offer, issue of shares at the price less than 90% of the then current market price (the"Current Market Price"), etc, and includes the following:
(i) consolidation, subdivision or reclassification of Shares; (ii) capitalisation of profits or reserves by the Company;
(iii) Capital distribution to the Shareholders by the Company;
(iv) rights issuers of Shares or options over Shares at less than 90% of the Current Market Price; (v) rights issue of other securities (other than Shares or options, warrants or other rights to
subscribe for or purchase Shares) to all or substantially all Shareholders as a class of any options, warrants or other rights to subscribe for or purchase or otherwise acquire, any securities;
(vi) Issue of Shares or the issue or grant of options, warrants or other rights to subscribe or purchase Shares at a price less than 90% of the Current Market Price;
(vii) save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securities, other issues at less than 90% of the Current Market Price;

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(viii) modification of rights of conversion, exchange, subscription, purchase or acquisition attaching to any other securities mentioned in (vii) above which results in the consideration per Share falls less than 90% of the Current Market Price;
(ix) other offers to Shareholders including an issue, sale or distribution by or on behalf of the Company or any subsidiary or (at the direction or request of or pursuant to any arrangements with the Company or any subsidiary) any other company, person or entity of any securities in connection with an offer by or on behalf of the Company or any subsidiary or such other company, person or entity pursuant to which offer the Shareholders generally are entitled to participate in arrangements whereby such securities may be acquired by them; and
(x) other events involving either: (A) the rights of conversion, exchange, purchase or subscription attaching to any options, rights or warrants to subscribe for or purchase Shares or any securities convertible into or exchangeable for Shares or the rights carried by such securities to subscribe for or purchase Shares are modified; or (B) the Company determines that an adjustment should be made to the conversion price as a result of one or more events or circumstances not referred to in any other provisions of this anti-dilution adjustment provision which in either case have or would have an effect on the position of the Bondholders as a class compared with the position of the holders of all the securities (and options, rights and warrants relating thereto) of the Company, taken as a class, which is analogous to any of the events referred to in (i) to (ix) above.
There are a number of conditions precedent to be fulfilled before Closing, including but not limited to the completion of due diligence exercise by the Subscriber. While it is currently contemplated that the due diligence by the Subscriber will be completed within these few days and it is the intention of the parties to proceed with the Closing as soon as practicable subject to the fulfillment of the conditions, it was difficult for the parties at the time of entering into of the CB Subscription Agreement to estimate the actual timing for completion of such conditions precedent and as such, after arm's length negotiations, the parties to the CB Subscription Agreement agreed a longer period for the fulfillment of the conditions under the CB Subscription Agreement.
On behalf of the board of LT Holdings Limited Mr. Yang Longfei

Chairman and Executive Director

Hong Kong, 3 January 2014

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

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