Emperor Capital Group Ltd. — Capital/Financing Update 2021

Nov 15, 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 15 November 2021, the Lender entered into the Loan Agreement with the Borrowers in relation to the provision of the Loan Facility of up to HK$95,000,000 which is available for drawdown subject to the terms therein and shall be repaid within 12 months from the date of drawdown.

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

The Board announces that on 15 November 2021, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrowers.

THE LOAN AGREEMENT

Date : 15 November 2021 Lender : Emperor Finance Limited, an indirect wholly-owned subsidiary of the Company Borrower : the Borrowers under the Loan Agreement Amount of Loan Facility : up to HK$95,000,000 Repayment : Within 12 months from the date of drawdown : (i) 18.0% per annum for the 1st month upon the date Interest of drawdown (ii) 13.8% per annum for the 2nd month to 12th month upon the date of drawdown

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* for identification purpose only

Security for the Loan : the Loan Facility is secured by a second mortgage over the Facility Properties located in Hong Kong. Valuation on the Properties has been conducted by independent valuers on 18 October 2021 and 19 October 2021 and the average value of the Properties is approximately HK$1,690,000,000

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

INFORMATION OF THE BORROWERS

Borrower A is a merchant who is the sole director and the sole ultimate beneficial owner of the Corporate Borrowers. As such, the Borrowers are connected or associated with each other under the Listing Rules. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrowers are Independent Third Parties.

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, 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 Borrowers 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 Borrowers 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 Borrowers or their associates pursuant to the Loan Facility under the Loan Agreement exceed 5% but are under 25%, the transaction contemplated under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to the announcement requirement but exempt from Shareholders’ approval requirement under the Listing Rules.

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DEFINITIONS

• “associate” has the same meaning as ascribed to it under the Listing Rules

• “Board” or “Directors” board of directors of the Company

• “Borrower A” Mr. Shi Jinyu, a borrower under the Loan Agreement, being an Independent Third Party to the Company and the sole director and the sole ultimate beneficial owner of the Corporate Borrowers

• “Borrower B” Everbright Wealth Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in the British Virgin Islands with limited liability

• “Borrower C” Excel Fine Holdings Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in the British Virgin Islands with limited liability

• “Borrower D” Surplus (China) Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

• “Borrower E” Profit Gate International Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

• “Borrower F” Best Wise (China) Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

• “Borrower G” Giant Mind Sky Imperial Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

• “Borrower H” Hong Kong Giant Mind Investments Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

• “Borrower I” Giant Mind (China) Limited, a borrower under the Loan Agreement, being an Independent Third Party to the Company and an investment holding company incorporated in Hong Kong with limited liability

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“Borrowers”	Borrower A and Corporate Borrowers
“Corporate Borrowers”	Borrower B, Borrower C, Borrower D, Borrower E, Borrower F,
	Borrower G, Borrower H and Borrower I
“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 15 November 2021 entered into
	between the Lender and the Borrowers relating to the granting of
	the Loan Facility
“Loan Facility”	the loan facility in the amount of up to HK$95,000,000 granted
	by the Lender to the Borrowers 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
“Properties”	two residential units located in Mid-levels, Hong Kong and a
	commercial unit located in Central, Hong Kong

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“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

“%”

per cent

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

Hong Kong, 15 November 2021

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

Executive Directors: Ms. Daisy Yeung Ms. Choi Suk Hing, Louisa Ms. Pearl Chan Independent Non-Executive Directors: Mr. Chu Kar Wing Mr. Poon Yan Wai Ms. Wan Choi Ha

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