Emperor Capital Group Ltd. — Capital/Financing Update 2007

May 30, 2007

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

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LUKS INDUSTRIAL (GROUP) LIMITED 陸氏實業（集團）有限公司

(to be renamed as Luks Group (Vietnam Holdings) Company Limited) (incorporated in Bermuda with limited liability)

(Stock Code: 366)

PLACING OF EXISTING SHARES HELD BY KT HOLDINGS AND SUBSCRIPTION FOR NEW SHARES BY KT HOLDINGS AND RESUMPTION OF TRADING

Sole Bookrunner and Lead Manager

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Co-Lead Manager

Placing and Subscription Agreement

On 29 May 2007, KT Holdings, Mr. Luk, the Company and the Placing Agent entered into the Placing and Subscription Agreement. Pursuant to the Placing and Subscription Agreement, the Placing Agent agreed to place, on a best efforts basis, the Placing Shares held by KT Holdings to independent placees at the Placing Price, and KT Holdings conditionally agreed to subscribe, and the Company agreed to allot and issue to KT Holdings, the Subscription Shares at the Subscription Price, being the same as the Placing Price.

The Subscription is conditional upon, among other things, (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Subscription Shares; and (ii) completion of the Placing.

Assuming 60,000,000 Shares are issued by the Company and subscribed for by KT Holdings pursuant to the Subscription, the net proceeds to be received by the Company from the Subscription will amount to approximately HK$743 million.

At the request of the Company, trading in the securities of the Company on the Stock Exchange was suspended from 9:30 a.m. on 29 May 2007 pending release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the securities of the Company with effect from 9:30 a.m. on 30 May 2007.

I. PLACING AND SUBSCRIPTION AGREEMENT

Date

29 May 2007

Parties

(i) KT Holdings, a controlling shareholder of the Company;

(ii) Mr. Luk;

(iii) the Company; and

(iv) the Placing Agent (as placing agent of the Placing).

A. Placing

Number of Placing Shares

Up to 60,000,000 existing Shares owned by KT Holdings, representing approximately 11.69% of the existing issued share capital of the Company and approximately 10.47% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Placing is conducted on a best-efforts basis by the Placing Agent.

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Placing Price

HK$12.80 per Placing Share (exclusive of Hong Kong stamp duty, brokerage (if any), SFC transaction levy and Stock Exchange trading fee as may be payable by the placees) representing:

• (i) a discount of approximately 10.99% to the closing price of HK$14.38 per Share quoted on the Stock Exchange on 28 May 2007, being the last trading day of the Shares immediately prior to and including the date of the Placing and Subscription Agreement;

• (ii) a discount of approximately 4.76% to the average closing price of the Shares of approximately HK$13.44 per Share as quoted on the Stock Exchange from 18 May 2007 to 28 May 2007, both dates inclusive, being the last five trading days immediately prior to and including the date of this announcement; and

• (iii) a premium of approximately 10.73% to the average closing price of the Shares of approximately HK$11.56 per Share as quoted on the Stock Exchange from 11 May 2007 to 28 May 2007, both dates inclusive, being the last ten trading days immediately prior to and including the date of this announcement.

The net Placing Price, after deduction of placing commission and all other fees and expenses, is HK$12.39.

The Placing Price has been determined after arm’s length negotiations between the parties. The Directors are of the opinion that the Placing Price is fair and reasonable and is in the best interest of the Company and its shareholders.

Placing Agent

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial ownners are independent of and not connected with KT Holdings or any person acting in concert with it (as defined in the Takeovers Code). They are also independent of the Company and not connected persons (as defined in the Listing Rules) to the Company.

The Placing Agent has informed the Company that 3V Capital Limited has been appointed as a co-lead manager of the Placing.

The Placees

The Placing Agent has agreed to procure that there will be not less than six placees, being professional, institutional and/or other investors. The placees (and their beneficial owners) will be independent and not connected with KT Holdings or any person acting in concert with it (as defined in the Takeovers Code), and will also be independent of the Company and its connected persons (as defined in the Listing Rules). None of the placees will become a substantial shareholder of the Company upon completion of the Placing.

Rights

The Placing Shares will be sold free of any encumbrances and third-party rights.

Completion of Placing

The Placing is conditional upon no relevant government, governmental, quasi-governmental, statutory or regulatory body, court or agency having granted any order or made any decision that would make the Placing void, unenforceable or illegal, or restrict or prohibit the implementation of, or impose any additional material conditions or obligations with respect to, the Placing.

Completion of the Placing shall take place on 1 June 2007 or such later date as KT Holdings and the Placing Agent shall agree.

Lock-up:

Pursuant to the Placing and Subscription Agreement, each of KT Holdings and Mr. Luk has undertaken to the Placing Agent that (except for the sale of the Placing Shares) from the date of the Placing and Subscription Agreement and on or prior to 29 November 2007 (the date being six (6) months after the date of the Placing and Subscription Agreement), it/he will not and will procure that none of its/his nominees, companies controlled by it/him or trusts associated with it/him (whether individually or together and whether directly or indirectly) will (without the prior written consent of the Placing Agent):

• (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares (including the Subscription Shares to be issued under the Placing and Subscription Agreement) or any interests therein or any securities convertible into or exercisable for or substantially similar to any such Shares or interests; or

• (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) above or (ii) herein is to be settled by delivery of Shares or such other securities, in cash or otherwise; or

(iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above; and

the Company has undertaken to the Placing Agent that (except for (i) the Subscription Shares to be allotted and issued to KT Holdings or its nominees under the Placing and Subscription Agreement; (ii) any Shares or other securities or rights issued or granted to shareholders by way of bonus or under any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with its by-laws or on the exercise of rights existing at the date of the Placing and Subscription Agreement and (iii) any Shares issued pursuant to the employee share option schemes of the Company (if any)) from the date of the Placing and Subscription Agreement and on and prior to 29 November 2007 (the date being six (6) months after the date of the Placing and Subscription Agreement) it will not (without the prior written consent of the Placing Agent):

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• (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares; or

• (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transaction described in (i) above; or

(iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.

B. Subscription

Subscriber

KT Holdings

Number of Subscription Shares

Such number up to 60,000,000 new Shares as may be equivalent to the number of Placing Shares actually placed under the Placing, representing not more than approximately 11.69% of the existing issued share capital of the Company and approximately 10.47% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

Subscription Price

HK$12.80 per Subscription Share, which is equivalent to the Placing Price. The total subscription monies payable by KT Holdings to the Company will be the Subscription Price per Share (i.e. HK$12.80) multiplied by the number of Subscription Shares less the placing commission and all other fees and expenses incurred by KT Holdings in relation to the Placing and the Subscription. The net Subscription Price, after deduction of fees and expenses, is HK$12.39 per Subscription Share.

Mandate to issue new Shares

The Subscription Shares will be issued pursuant to the general mandate granted to the Directors pursuant to a resolution passed by the Shareholders at the annual general meeting held on 16 May 2007, which authorised the Directors to allot and issue up to 102,633,083 Shares (representing 20% of the issued share capital of the Company as at such date).

The general mandate has not been utilised prior to entering into the Placing and Subscription Agreement and the Company has not undertaken any equity fund raising activities in the 12 months immediately prior to the date of this announcement.

Ranking

The Subscription Shares will, when fully paid, rank pari passu in all respects with the existing issued shares of the Company upon issuance.

Conditions of the Subscription

Completion of the Subscription is conditional on:

1. completion of the Placing in accordance with the Placing and Subscription Agreement;

2. the Listing Committee of the Stock Exchange granting or agreeing to listing of and permission to deal in the Subscription Shares;

3. no relevant government, governmental, quasi-governmental, statutory or regulatory body, court or agency having granted any order or made any decision that would make the Subscription void, unenforceable or illegal, or restrict or prohibit the implementation of, or impose any additional material conditions or obligations with respect to the Subscription (other than such orders or decisions as would not have an adverse effect on the legal ability of the Company, KT Holdings and/or Mr. Luk to proceed with the Subscription); and

4. if required, the Bermuda Monetary Authority granting its consent to the placing of the Placing Shares and/or the issues of the Placing Subscription Shares; and

5. if required by the SFC, the granting of a waiver to KT Holdings and persons acting in concert with it by the SFC pursuant to Note 6 on dispensations from the obligation to make a general offer for all Shares in issue under Rules 26 of the Takeovers Code.

Under Rule 14A.31(3)(d) of the Listing Rules, the Subscription must be completed within 14 days from the date of the Placing and Subscription Agreement, that is, on or before 12 June 2007. If the conditions are not fulfilled on or before 12 June 2007, the Company and the Vendor may elect, subject to compliance with all the requirements in relation to connected transaction under the Listing Rules (including the Shareholders’ approval), to postpone completion of the Subscription to a later date to be agreed between the Company and the Vendor.

Completion of the Subscription

Completion of the Subscription will take place on the Business Day following the satisfaction of the conditions of Subscription and in any event no later than 12 June 2007.

II. EFFECT OF THE PLACING, THE SUBSCRIPTION AND THE PLACING BY THE DIRECTORS

The Company has been informed that Mr. Luk Yan, Mr. Luk Fung (both being Directors and sons of Mr. Luk) and Mr. Luk Ngai (being a son of Mr. Luk and brother of Mr. Luk Yan and Mr. Luk Fung) have entered into an agreement with the Placing Agent on 29 May 2007 to place 3,300,000, 5,400,000 and 1,800,000 existing Shares respectively, i.e. in aggregate 10,500,000 existing Shares, representing approximately 2.05% of the existing issued share capital of the Company to independent placees (“Individuals’ Placing”).

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The shareholding structure of the Company immediately before and after the Placing, the Subscription and the Individuals’ Placing is summarised as follows (Note 1) :

KT Holdings (Notes 3, 4) Mr. Luk in his personal capacity Ms. Cheng Cheung and company(ies) controlled by her_(Notes 3, 5) Ms. Luk Yan(Notes 3. 6) Mr. Luk Fung(Notes 3, 7) Mr. Fan Chiu Tat Martin Mr. Luk Ngai(Notes 3,8) Placees Other public shareholders(Note 9)_ Total	Immediately after Immediately after completion of the Placing, the completion of the Placing, the At the date of Individuals’ Placing but before Individuals’ Placing and this Announcement the Subscription(Note 2) the Subscription (Note 2) No. of Shares % No. of Shares % No. of Shares % 62,684,958 12.22 2,684,958 0.52 62,684,958 10.94 189,552,399 36.94 189,552,399 36.94 189,552,399 33.07 54,940,827 10.71 54,940,827 10.71 54,940,827 9.59 6,544,800 1.28 3,244,800 0.63 3,244,800 0.57 8,529,600 1.66 3,129,600 0.61 3,129,600 0.55 3,500,000 0.68 3,500,000 0.68 3,500,000 0.61 5,600,000 1.09 3,800,000 0.74 3,800,000 0.66 0 0.00 70,500,000 13.74 70,500,000 12.30 181,812,834 35.43 181,812,834 35.43 181,812,834 31.72 513,165,418 100.00 513,165,418 100.00 573,165,418 100.00	Immediately after Immediately after completion of the Placing, the completion of the Placing, the At the date of Individuals’ Placing but before Individuals’ Placing and this Announcement the Subscription(Note 2) the Subscription (Note 2) No. of Shares % No. of Shares % No. of Shares % 62,684,958 12.22 2,684,958 0.52 62,684,958 10.94 189,552,399 36.94 189,552,399 36.94 189,552,399 33.07 54,940,827 10.71 54,940,827 10.71 54,940,827 9.59 6,544,800 1.28 3,244,800 0.63 3,244,800 0.57 8,529,600 1.66 3,129,600 0.61 3,129,600 0.55 3,500,000 0.68 3,500,000 0.68 3,500,000 0.61 5,600,000 1.09 3,800,000 0.74 3,800,000 0.66 0 0.00 70,500,000 13.74 70,500,000 12.30 181,812,834 35.43 181,812,834 35.43 181,812,834 31.72 513,165,418 100.00 513,165,418 100.00 573,165,418 100.00
		100.00

Note:

(1) The table assumes no Shares will be issued pursuant to the employee share option scheme of the Company between the date of this announcement and the completion of the Placing, the Subscription and the Individual Sellers’ Placing.

(2) Assuming all the 60,000,000 Placing Shares and 10,500,000 Shares in relation to the Individuals’ Placing are placed.

(3) Pursuant to the Takeovers Code, each of KT Holdings (a company 100% beneficially owned by Mr. Luk), Mr. Luk, Ms. Cheng Cheung (the spouse of Mr. Luk), Mr. Luk Yan, Mr. Luk Ngai and Mr. Luk Fung (all being sons of Mr. Luk and Ms. Cheng) are presumed to be acting in concert.

(4) As at the date of this announcement, KT Holdings held 62,684,958 Shares. It Is 100% beneficially owned by Mr. Luk who held another 189,552,399 Shares in his personal capacity.

(5) Ms. Cheng held 18,028,800 Shares in her personal capacity and 36,912,027 Shares through company(ies) controlled by her.

(6) As at the date of this announcement, Mr. Luk Yan held 6,370,800 Shares in his personal capacity and another 174,000 Shares via his family interest.

(7) As at the date of this announcement, Mr. Luk Fung held 8,529,600 Shares in his personal capacity.

• (8) As at the date of this announcement, Mr. Luk Ngai held 5,600,000 Shares in his personal capacity.

(9) The Board considers that the Company can maintain the minimum public float as prescribed by the Listing Rules upon completion of (i) the Placing and the Subscription; and (ii) the Individuals’ Placing.

III. REASONS FOR THE PLACING, THE SUBSCRIPTION AND USE OF PROCEEDS

In view of current capital market conditions, the Board considers that the Placing and the Subscription represent a good opportunity for the Company to raise further capital for the Company, while at the same time broadening its shareholder and capital base. The net proceeds from the Subscription, of approximately HK$743 million, will be used on the expansion plans of the Group in Vietnam, especially in cement and property business, including the recent signed memorandum of cooperation with Saigon Industry Corporation (“CNS”) on two joint stock companies to be set up by the Group and CNS and to facilitate the Group’s target in increasing its land reserve to 400,000 square meters of residential gross floor areas within this year. The estimated breakdown of use of proceeds are as follows:–

• joint stock company in cement business with CNS HK$273 million

• – joint stock companies in property development HK$235 million – acquisition of additional land bank HK$235 million

Therefore, the Board considers the terms of the Placing and Subscription Agreement, which have been negotiated on an arm’s length basis in accordance with normal commercial terms, are fair and reasonable and in the interests of the Company and its shareholders.

IV. APPLICATION FOR LISTING, SUSPENSION AND RESUMPTION OF TRADING

Application(s) will be made to the Listing Committee of the Stock Exchange to grant listing of and permission to deal in the Subscription Shares. At the request of the Company, trading in the securities of the Company was suspended on the Stock Exchange from 9:30 a.m. on 29 May 2007 pending release of this announcement. The Company has applied to the Stock Exchange for the resumption of trading in the securities of the Company with effect from 9:30 a.m. on 30 May 2007.

V. DEFINITIONS

“Board”

means the board of Directors

“Business Day” means any day (excluding Saturdays) on which commercial banks generally are open for business in Hong Kong

“Company” Luks Industrial (Group) Limited (to be renamed as Luks Group (Vietnam Holdings) Company Limited), an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

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“HK$”	Hong Kong dollars
“KT Holdings”	KT (Holdings) Limited, a limited liability company incorporated in the British Virgin
	Islands which is 100% beneficially owned by Mr. Luk
“Listing Committee”	The Listing Committee of the Stock Exchange
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Luk”	Mr. Luk King Tin, an executive Director, and is interested, either in his personal capacity
	or through company(ies) controlled by him, in approximately 49.16% of the issued share
	capital of the Company as at the date of this announcement. Mr. Luk is the spouse of Ms.
	Cheng and the father of Mr. Luk Yan, Mr. Luk Ngai and Mr. Luk Fung
“Placing”	the placing of the Placing Shares by the Placing Agent pursuant to the Placing and
	Subscription Agreement
“Placing Agent” or “Sole Bookrunner	Cazenove Asia Limited, a licensed corporation under the Securities and Futures Ordinance
and Lead Manager”	(Chapter 571 of the Laws of Hong Kong) to carry on Type 1 (dealing in securities), Type 4
	(advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset
	management) regulated activities
“Placing and Subscription Agreement”	the placing and subscription agreement dated 29 May 2007 entered into between KT
	Holdings, Mr. Luk, the Company and the Placing Agent in relation to the Placing
“Placing Price”	HK$12.80 per Placing Share
“Placing Shares”	up to 60,000,000 Shares to be placed under the Placing, which are currently held by KT
	Holdings
“SFC”	the Securities and Futures Commission
“Share(s)”	share(s) of nominal value of HK$0.01 each in the capital of the Company
“Shareholders”	holders of Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription”	the subscription of the Subscription Shares by KT Holdings at the Subscription Price
	pursuant to the Placing and Subscription Agreement
“Subscription Price”	HK$12.80 per Subscription Share
“Subscription Shares”	up to 60,000,000 new Shares to be subscribed by KT Holdings at the Subscription Price
	under the Placing and Subscription Agreement and which shall be the same as the number
	of Placing Shares placed under the Placing and Subscription Agreement
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“trading day”	has the meaning ascribed to it in the Listing Rules
	By Order of the Board
	Luk King Tin
	Chairman

Hong Kong, 29 May 2007

As at the date of this announcement, members of Board comprised of Mr. Luk King Tin, Ms. Cheng Cheung, Mr. Luk Yan, Mr. Fan Chiu Tat Martin and Mr. Luk Fung as executive Directors, and Mr. Liu Li Yuan, Mr. Liang Fang and Mr. Tam Kan Wing as independent nonexecutive Directors.

Please also refer to the published version of this announcement in China Daily.

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