Emperor International Holdings Limited : Joint Announcement - Discloseable Transaction in relation to the Acquisition of Entire Interests in Longham Investment Limited and Himson Enterprises Limited

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.

* *

(Incorporated in Bermuda with limited liability)

(Incorporated in Bermuda with limited liability)

The boards of directors of Emperor International and its listed subsidiary Emperor E Hotel are pleased to announce that on 20 December 2013, the Purchaser, an indirect wholly owned subsidiary of Emperor E Hotel, and the Vendor entered into the Sale and Purchase Agreement in relation to the sale and purchase of the entire issued share capital of Longham and Himson and their shareholders' loans advanced to Houston. Pursuant to the Sale and Purchase Agreement, the aggregate consideration for the Sale Shares and the Sale Loans is HK$900 million.
As the applicable percentage ratios in respect of the Acquisition are greater than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for both Emperor International and Emperor E Hotel under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements but exempt from the respective shareholders' approval requirement.

The boards of directors of Emperor International and its listed subsidiary Emperor E Hotel are pleased to announce that on 20 December 2013, the Purchaser, an indirect wholly owned subsidiary of Emperor E Hotel, and the Vendor entered into the Sale and Purchase Agreement in relation to the sale and purchase of the entire issued share capital of Longham and Himson and their shareholders' loans advanced to Houston. Pursuant to the Sale and Purchase Agreement, the aggregate consideration for the Sale Shares and the Sale Loans is HK$900 million.

* For identification purposes only

- 1 -

Vendor: Houston Venture Limited, which is principally engaged in investment holding. To the best knowledge, information and belief of the directors of Emperor International and Emperor E Hotel, and having made all reasonable enquiries, Houston Venture Limited is an Independent Third Party. The holding company of the Vendor is Magnificent Estates Limited, the shares of which are listed on the Stock Exchange.
Purchaser: Oceanic Leader Investments Limited, an indirect wholly owned subsidiary of Emperor E Hotel.

(i) the Sale Shares, representing the entire issued share capital of Longham and Himson;
and
(ii) the Sale Loans, representing the entire amount of the shareholders' loans due from
Longham and Himson to Houston as at Completion.

Longham and Himson are investment holding companies incorporated in the BVI with limited liability and each has an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each. Longham and Himson hold and beneficially own as to 30% and 70% of Grand-Invest respectively. Longham's sole asset is the investment in Grand-Invest. Himson's sole asset is the investment in Grand-Invest.
Grand-Invest is the registered and beneficial owner of the Hotel and the land upon which the Hotel is erected. Other than engaging in the operation of the Hotel, Grand-Invest has no other business operation.
The Hotel commenced its operation on 18 February 2005 and is a 17-storey 3 stars hotel. The
Hotel has a gross floor area of 208,703 square feet with 262 guest rooms.
- 2 -
The audited total asset value and net asset value of Grand-Invest as at 31 December 2012 were approximately MOP145.5 million and MOP102.3 million respectively.
The audited financial information of Grand-Invest for the two years ended 31 December 2012 and 31 December 2011 are set out below:

MOP'000 MOP'000

Turnover 69,976 65,432
Net profit (before taxation) 36,177 32,418
Net profit (after taxation) 32,224 28,896

Pursuant to the Sale and Purchase Agreement, the consideration for the Acquisition is HK$900 million which has been determined after arm's length negotiations between the parties and with reference to (i) the current market valuation of the Hotel and the land upon which the Hotel is erected of HK$900 million and (ii) the face value of the Sale Loans as at Completion date.
According to the Sale and Purchase Agreement, the consideration for the Sale Shares and
Sale Loans shall be payable to the Vendor in the following manner:
• an initial deposit in the sum of HK$180 million shall be paid upon the signing of the
Sale and Purchase Agreement by the Purchaser to the Vendor by cash; and
• The balance of the Acquisition shall be paid by the Purchaser to the Vendor on
Completion by cash.
The consideration will be financed by internal resources of Emperor E Hotel.
- 3 -

Pursuant to the Sale and Purchase Agreement, the Completion date shall be later of the following:
(a) 20 March 2014, being the business day 3 months after the signing of the Sale and
Purchase Agreement; or
(b) if necessary, 5 business days after the passing of by the shareholders of the parent companies of the Vendor which are not required by the Listing Rules to abstain from voting at a special general meeting of the parent companies of the Vendor to be convened and held of the necessary resolutions to approve the Sale and Purchase Agreement and the transaction contemplated thereunder,
provided that the Completion date shall in any event no later than 20 June 2014, being the business day 6 months after the signing of the Sale and Purchase Agreement.
Upon Completion, Longham and Himson will become indirect wholly owned subsidiaries of
Emperor E Hotel and indirect subsidiaries of Emperor International.

Emperor International is an investment holding company and its subsidiaries are principally engaged in property investment, property development as well as hotel and hotel-related operations.
Emperor E Hotel is an investment holding company and its subsidiaries are principally engaged in hotel and hotel related operations.
The Purchaser, an indirect wholly owned subsidiary of Emperor E Hotel, is an investment holding company.
The Hotel is located in Taipa, Macau, which is a one of the prime districts of Macau. It is adjacent to the popular tourist spots with guarantee of traffic. With the support of the increasing number of visitors arrival to Macau, the Acquisition offers a good opportunity to capture the market potential. The directors of Emperor International and Emperor E Hotel believe that the Acquisition can broaden the asset and earnings base of both Emperor International and Emperor E Hotel.
- 4 -
Meanwhile, it can bring synergy effect with the existing hotel, Grand Emperor Hotel, under Emperor E Hotel. Riding on the room capacity growth after the completion of Acquisition, it can act as a new source of customer pool and broaden the customer base by extending the choices of accommodation. Leveraging the existing management efforts and financial resources of Grand Emperor Hotel, the entire value of hospitality business in Macau can be maximized in cost effective manner.
As such, the directors of Emperor International and Emperor E Hotel consider that the terms and conditions for the Acquisition are on normal commercial terms, which are fair and reasonable and in the interest of Emperor E Hotel and Emperor International and their respective shareholders as a whole.

As the applicable percentage ratios in respect of the Acquisition are greater than 5% but less than 25%, the Acquisition constitutes a discloseable transaction for both Emperor International and Emperor E Hotel under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements but exempt from respective shareholders' approval requirement.

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:
"Acquisition" the acquisition of the Sale Shares and the Sale Loans by the
Purchaser under the Sale and Purchase Agreement
"BVI" British Virgin Islands
"Completion" completion of the Acquisition pursuant to the Sale and
Purchase Agreement
"Emperor E Hotel" Emperor Entertainment Hotel Limited, an e x empted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange
- 5 -
"Emperor International" Emperor International Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange
"Grand-Invest" Grand-Invest & Development Company Limited, a company incorporated in Macau with limited liability
"Himson" Himson Enterprises Limited, a company incorporated in the BVI which is the registered and beneficial owner of 70% of the total issued share capital of Grand-Invest
"Hong Kong" t h e Hong Kong Special Administrative Region of the
People's Republic of China
"Hotel" Best Western Hotel Taipa, located at Estrada Governador
Nobre Carvalho No. 822 Taipa Macau
"Houston" or "Vendor" Houston Venture Limited, a company incorporated in the BVI with limited liability and the beneficial owner of the Sale Shares and an Independent Third Party
"Independent Third
Party(ies)"
third party(ies) independent of the Company and its
connected persons (as defined in the Listing Rules)
"Listing Rules" the Rules Governing the Listing of Securities on the Stock
Exchange
"Longham" Longham Investment Limited, a company incorporated in the BVI which is the registered and beneficial owner of 30% of the total issued share capital of Grand-Invest
"Macau" the Macau Special Administrative Region of the People's
Republic of China
"MOP" Macau Pataca, the lawful currency of Macau
- 6 -
"Purchaser" O ceanic Leader Inv estments Limited, a compan y incorporated in the BVI and an indirect wholly owned subsidiary of Emperor E Hotel
"Sale and Purchase
Agreement"
The agreement for the sale and purchase of the Sale Shares and the Sale Loans dated 20 December 2013 entered into
between the Vendor and the Purchaser
"Sale Loans" representing the entire amount of the shareholders' loans due from Longham and Himson to Houston as at Completion
"Sale Shares" 1 share of US$1 in Longham, representing the entire issued and paid up share capital of Longham; and 1 share of US$1 in Himson, representing the entire issued and paid up share capital of Himson
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent
By Order of the Board

Chairperson

By Order of the Board

Chairperson

Hong Kong, 20 December 2013
- 7 -
As at the date hereof, the board of directors of Emperor International comprises:

Non-executive Director: Ms. Luk Siu Man, Semon

Executive Directors: Mr. Wong Chi Fai

Ms. Fan Man Seung, Vanessa
Mr. Cheung Ping Keung

Independent Non-executive Directors: Mr. Liu Hing Hung

Ms. Cheng Ka Yu
Mr. Wong Tak Ming, Gary As at the date hereof, the board of directors of Emperor E Hotel comprises: Non-executive Director: Ms. Luk Siu Man, Semon

Executive Directors: Mr. Wong Chi Fai

Ms. Fan Man Seung, Vanessa

Independent Non-executive Directors: Ms. Chan Wiling, Yvonne

Ms. Wan Choi Ha
Mr. Yu King Tin
- 8 -

distributed by