Emperor Capital Group Ltd. — Capital/Financing Update 2014

Apr 28, 2014

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 FACILITIES

The Board announces that:

• (i) on 28 April 2014, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Third Loan Agreement with the Borrower, under which the Lender has agreed to provide the Third Loan Facility of up to HK$53,000,000 to the Borrower. The Third Loan Facility shall be available for drawdown on or before 29 April 2014, and shall be repaid within 12 months from the date of drawdown; and

• (ii) within 12 months preceding the date of the Third Loan Agreement, the Lender has entered into the Renewed First Loan Agreement and the Second Loan Agreement with the Borrower, under which the Lender has agreed to provide the First Loan Facility and Second Loan Facility of up to HK$10,000,000 and HK$50,000,000 to the Borrower respectively.

As the relevant percentage ratio (as defined under the Listing Rules) in respect of the aggregate amount of financial assistance granted to the Borrower or its associates pursuant to the Loan Agreements within the period of 12 months immediately preceding and up to the date of the Third Loan Agreement exceed 5% but are under 25%, this series of transactions constitutes discloseable transactions of the Company and is therefore subject to the announcement requirement as set out in the Listing Rules but is exempt from shareholders’ approval requirement under the Listing Rules.

Reference is made to the announcement of Emperor Capital Group Limited (the “Company”) dated 24 March 2014 (the “Announcement”). Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meaning as those defined in the Announcement.

The Board announces that on 28 April 2014, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Third Loan Agreement with the Borrower, under which the Lender has agreed to provide the Third Loan Facility of up to HK$53,000,000 to the Borrower.

* for identification purposes only

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As disclosed in the Announcement, within 12 months preceding the date of the Third Loan Agreement, the Lender has entered into the Renewed First Loan Agreement on 10 October 2013 and the Second Loan Agreement on 24 March 2014 with the Borrower, under which the Lender has agreed to provide the First Loan Facility and Second Loan Facility of up to HK$10,000,000 and HK$50,000,000 to the Borrower respectively. The First Loan Facility of HK$10,000,000 has been drawdown and shall be repaid on or before 10 October 2014 whereas the Second Loan Facility of HK$50,000,000 has also been drawdown and shall be repaid on or before 23 March 2015.

The principal terms of the Third Loan Agreement are set out below:-

THE THIRD LOAN AGREEMENT

Parties

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

Borrower: the borrower under the Third Loan Agreement

The Borrower is a company listed on the Stock Exchange. Its principal activity is investment holding and its subsidiaries are principally engaged in media production and distribution businesses. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and the ultimate beneficial owner of its controlling shareholders (as defined under the Listing Rules) are independent third parties not connected with the Company or connected persons of the Company.

Principal terms of the Third Loan Agreement

Date: 28 April 2014 Amount of the up to HK$53,000,000 loan facility:

Drawdown: available for drawdown on or before 29 April 2014

Repayment: within 12 months from the date of drawdown

• Interest: 1) 9% per annum for the 1st to the 4th months from the date of drawdown;

  • 1. 9.5% per annum for the 5th to the 8th months from the date of drawdown; and
  • 1. 10% per annum for the 9th to the 12th months from the date of drawdown

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REASONS FOR ENTERING INTO THE THIRD 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) margin and initial public offering 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 services.

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 Third Loan Facility is carried out as part of the ordinary and usual course of business activities of the Group. The Third Loan Facility will be funded by internal resources of the Group.

The terms of the Third Loan Agreement were arrived at after arm’s length negotiations between the Lender and the Borrower. After considering the expected revenue to be generated and the attractive return to the Group, the Directors are of the view that the provision of the Third Loan Facility under the Third Loan Agreement is on normal commercial terms which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant percentage ratio (as defined under the Listing Rules) in respect of the aggregate amount of financial assistance granted to the Borrower or its associates pursuant to the Loan Agreements within the period of 12 months immediately preceding and up to the date of the Third Loan Agreement exceed 5% but are under 25%, this series of transactions constitutes discloseable transactions of the Company and is therefore subject to the announcement requirement as set out in the Listing Rules but is exempt from shareholders’ approval requirement under the Listing Rules.

DEFINITIONS

“Board”	board of Directors of the Company
“Borrower”	the borrower under the Third Loan Agreement and an
	independent third party
“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

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“Lender” Emperor Finance Limited, a company incorporated 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 Agreements” the First Loan Agreement, the Renewed First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement “Loan Facilities” the First Loan Facility, the Second Loan Facility and the Third Loan Facility “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 “Third Loan Agreement” the loan agreement dated 28 April 2014 entered into between the Lender and the Borrower relating to the granting of the Third Loan Facility “Third Loan Facility” the loan facility in the amount up to HK$53,000,000 granted by the Lender to the Borrower pursuant to the terms of the Third Loan Agreement

“%” per cent

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

Hong Kong, 28 April 2014

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. Chu Kar Wing Mr. Poon Yan Wai Mr. Tse Hin Lin, Arnold

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