Emperor Capital Group Ltd. — Capital/Financing Update 2012

Nov 19, 2012

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.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 717)

DISCLOSEABLE TRANSACTION RELATING TO THE PROVISION OF LOAN FACILITY

The Board announces that on 19 November 2012, the Lender, an indirect whollyowned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender has agreed to provide a loan facility of HK$20,000,000 to the Borrower. The Loan Facility shall be available for drawdown commencing from the date of the Loan Agreement and up to 31 December 2013, and shall be repaid on or before 28 February 2014.

Pursuant to Rule 14.06(2) of the Listing Rules, the granting of the Loan Facility constitutes a discloseable transaction of the Company as the relevant percentage ratio(s) exceed 5% but are under 25% and it is subject to the announcement requirement as set out in the Listing Rules but is exempted from shareholders’ approval requirement under the Listing Rules.

The Board announces that on 19 November 2012, the Lender, an indirect whollyowned subsidiary of the Company, entered into the Loan Agreement with the Borrower, pursuant to which the Lender has agreed to provide a loan facility of HK$20,000,000 to the Borrower pursuant to the terms of the Loan Agreement.

THE LOAN AGREEMENT

Date: 19 November 2012

Lender: Emperor Finance Limited, an indirect wholly-owned subsidiary of the Company

Borrower: the borrower under the Loan Agreement

• for identification purposes only

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The Borrower is a company incorporated in Hong Kong. Its principal activity is investment holding and its subsidiaries are engaged in outdoor advertising business. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and its ultimate beneficial owners are independent third parties not connected with the Company or connected persons of the Company.

Principal terms of the Loan Agreement

Amount of the HK$20,000,000

Loan Facility:

Purpose: the Loan Facility shall be used as capital for strategic planning and daily operation of the Borrower

• Drawdown: available for drawdown commencing from the date of the Loan Agreement and up to 31 December 2013

Repayment: on or before 28 February 2014

• Interest: 30% per annum

• Securities for the the Loan Facility is secured by: Loan Facility:

  • (a) charges over the issued share capital of the Borrower and a majority of issued share capital of the holding company of the Borrower;

  • (b) charge on assets of the Borrower; and

  • (c) personal guarantees to be executed by the directors of the Borrower.

REASONS FOR ENTERING INTO THE LOAN AGREEMENT

The principal business activity of the Company is investment holding and its subsidiaries are principally engaged in the provision of financial services in Hong Kong, including (i) brokerage services for securities, futures and options traded on the exchanges in Hong Kong, the United States, Japan and the United Kingdom, as well as wealth management and asset management services; (ii) provision of margin and IPO financings as well as loans and advances such as personal money lending and second mortgage loan; (iii) placing and underwriting services; and (iv) corporate finance advisory.

The Lender is a registered money lender holding a valid money lenders licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and is principally engaged in the business of money lending services. The provision of the Loan Facility is a transaction carried out as part of the ordinary and usual course of business activities of the Group. The Loan Facility will be funded by internal resources of the Group.

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The terms of the Loan Agreement were arrived at after arm’s length negotiations between the Lender and the Borrower. Taking into account (i) the financial information in respect of the Borrower and the security for the Loan Facility, which includes, among other things, the value of the share collaterals, the value of the assets of the Borrower and the creditability of the guarantors in respect of the Loan Facility; and (ii) the stable income to be generated and the attractive return to the Group, the Directors consider that the provision of the Loan Facility under the Loan Agreement is on normal commercial terms and the terms of the Loan Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.06(2) of the Listing Rules, the granting of the Loan Facility constitutes a discloseable transaction of the Company as the relevant percentage ratio(s) exceed 5% but are under 25% and it is subject to the announcement requirement as set out in the Listing Rules but is exempted from shareholders’ approval requirement under the Listing Rules.

DEFINITIONS

“Company” Emperor Capital Group Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules “Directors” the directors of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of The People’s Republic of China “Lender” or Emperor Finance Limited, a company incorporated “Emperor Finance” in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

“Loan Agreement” the loan agreement dated 19 November 2012 entered into between the Lender and the Borrower relating to the granting of the Loan Facility

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“Loan Facility” the non-revolving secured loan facility in the amount of HK$20,000,000 granted by the Lender to the Borrower pursuant to the terms of the Loan Agreement

“percentage ratio(s)” percentage ratio(s) as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction

• “Share(s)” ordinary shares of HK$0.01 each in the issued share capital of the Company

• “Shareholders” holders of Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“%” per cent

By order of the Board of Emperor Capital Group Limited Daisy Yeung Managing Director

Hong Kong, 19 November 2012

As at the date of this announcement, the Board comprises:

Executive Directors: Ms. Daisy Yeung Mr. Chan Shek Wah Ms. Choi Suk Hing, Louisa Ms. Pearl Chan

Independent Non-Executive Directors:

Mr. Kwok Chi Sun, Vincent Mr. Cheng Wing Keung, Raymond Mr. Chu Kar Wing

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