Emperor Capital Group Ltd. — Capital/Financing Update 2021

Dec 10, 2021

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

PROVISION OF LOAN FACILITY

On 10 December 2021, the Lender entered into the Loan Agreement with the Borrower in relation to the provision of the Loan Facility of up to HK$42,000,000 which shall be repaid within 12 months from the date of drawdown.

The transaction contemplated thereunder constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from obtaining Shareholders’ approval under the Listing Rules.

The Board announces that on 10 December 2021, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower.

THE LOAN AGREEMENT

Date : 10 December 2021

Lender : Emperor Finance Limited, an indirect wholly-owned subsidiary of the Company Borrower : the Borrower Amount of Loan Facility : up to HK$42,000,000 Repayment : within 12 months from the date of drawdown Interest : 8.5% per annum

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* for identification purpose only

Security

: the Loan Facility is secured by a first mortgage over a residential unit located in Shatin, Hong Kong. Valuation has been conducted by independent valuers of such property on 25 November 2021 and the average value of the property is approximately HK$65,600,000

The drawdown of the Loan Facility is subject to, inter alia, satisfactory credit assessment of the Borrower by the Lender. The Borrower is required to provide the Lender with other securities as may be requested by the Lender from time to time.

INFORMATION OF THE BORROWER

The Borrower is a merchant. To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Borrower is an Independent Third Party.

REASONS FOR ENTERING INTO THE LOAN AGREEMENT

The Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial services, including (i) commercial and personal lending as well as margin and initial public offering financing; (ii) brokerage services, wealth management and asset management; (iii) placing and underwriting services for listed issuers; 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 Loan Facility is a transaction carried out as part of the ordinary and usual course of business activities of the Group. The Loan Facility is funded by internal resources of the Group.

The terms of the Loan Agreement were negotiated on arm’s length basis between the Lender and the Borrower and were on normal commercial terms based on the Group’s credit policy. Taking into account the results of due diligence on the financial background and repayment ability of the Borrower and the stable interest income expected to be generated from the Loan Facility, the Directors consider that the terms of the Loan Agreement are fair and reasonable and the entering into of the same is in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the relevant percentage ratios (as defined under the Listing Rules) in respect of the maximum amount of financial assistance granted to the Borrower or its associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated thereunder constitutes as a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from obtaining Shareholders’ approval under the Listing Rules.

DEFINITIONS

“associate” has the same meaning as ascribed to it under the Listing Rules “Board” or “Directors” board of directors of the Company “Borrower” Mr. Wong Siu Bor

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“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 “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

• “Independent Third person(s) (and in case of company(ies) and corporation(s), their Party(ies)” ultimate beneficial owner(s)) who is/are not connected person(s) of the Company and is/are independent of and not connected with the Company and directors, chief executive, controlling shareholders and substantial shareholders of the Company or any of its subsidiaries or their respective associates

• “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 Agreement ” the loan agreement dated 10 December 2021 entered into between the Lender and Borrower relating to the granting of the Loan Facility

• “Loan Facility” the loan facility in the amount of up to HK$42,000,000 granted by the Lender to 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

• “Shareholders” holders of the ordinary shares of HK$0.01 each in the issued share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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“%”

per cent

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

Hong Kong, 10 December 2021

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

Executive Directors:

Independent Non-Executive Directors:

Ms. Daisy Yeung Ms. Choi Suk Hing, Louisa Ms. Pearl Chan Mr. Chu Kar Wing Mr. Poon Yan Wai Ms. Wan Choi Ha

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