C C Land Holdings Limited (SEHK:1224) entered into the agreement to sell Keen Star Limited for approximately HKD 410 million in cash on April 23, 2012. The total consideration of HKD 408.21 million comprises of loan consideration and share consideration. The loan consideration shall be an amount which equals the total sum due under the shareholder's loan as at the date of completion of the share transfer and the balance is share consideration. Under the terms of the agreement, first payment of HKD 36.9 million shall be paid within 10 working days from the date of signing the agreement, a second payment of HKD 36.9 million within a period of 10 days after the Sichuan Jingdu Real Estate Company Limited, a 60% owned subsidiary of Keen Star Limited, has obtained written evidence of termination of the existing construction contracts with the main contractors or if the period expires on a date earlier than July 15, 2012, on any day before July 15, 2012 as the buyer may choose and the balance payment of HKD 110.7 million shall be paid before September 30, 2012 and HKD 223.712 million before January 15, 2013 together with interest to be accrued on a portion of HKD 184.5 million at a daily rate of 0.05% from October 1, 2012 until full payment of the amount.

Within 3 working days after the initial payments have been paid, C C Land Holdings Limited shall hand over to buyer all corporate documents of Sichuan Jingdu Real Estate Company other than the certificates of the land use right of the Sichuan Jingdu Real Estate Company and within 3 working days after the consideration together with all interest accrued thereon have been paid, C C Land Holdings Limited shall transfer the entire issued share capital of Keen Star to buyer, assign the shareholder's loan, replace the directors and legal representative of Keen Star and handing over all the remaining corporate documents of Sichuan Jingdu Real Estate Company to buyer. After the completion of management handover, if the Sichuan Jingdu Real Estate Company raises funds, then buyer shall make payment of 36% of the purchase price within five working days after the receipt of the funds. Sichuan Jingdu Real Estate Company should settle the debt owed to C C Land holdings within one day after the full payment of consideration.

For the 3 months ended March 31, 2012, Keen Star Limited had loss before tax of HKD 0.79 million, total assets of HKD 366.90 million, total liabilities of HKD 252.45 million and net assets of HKD 114.44 million. For the year ended December 31, 2011, Keen Star Limited had profit before tax of HKD 14.19 million, net profit of HKD 10.09 million, total assets of HKD 333.16 million, total liabilities of HKD 217.22 million and net assets of HKD 115.94 million. C C Land holdings can terminate the agreement if buyer fails to settle any part of the consideration for more than 15 days after the due date or fails to make final payment together with all interest accrued before January 15, 2013. Upon termination of the agreement all payments shall be forfeited, all corporate documents handed over to buyer shall be returned within 3 days and buyer shall be liable for all damages to C C Land holdings. The proceeds from the disposal will be applied as working capital of C C Land Holdings Limited.

C C Land Holdings Limited (SEHK:1224) completed the sale of Keen Star Limited on January 3, 2013.