Emperor Culture : 2020/2021 Interim Results Announcement

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Emperor Culture Group Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

2020/2021 INTERIM RESULTS ANNOUNCEMENT

The board of directors (the "Board" or "Directors") of Emperor Culture Group Limited (the "Company") announces the unaudited condensed consolidated results of the Company and its subsidiaries (collectively referred to as the "Group") for the six months ended 31 December 2020 (the "Period").

RESULTS

The Group's total revenue decreased by 24.9% to HK$72.1 million (2019: HK$96.1 million), which was mainly attributable to the temporary closure of the Group's cinemas as a result of the COVID-19, and led to a decrease in film exhibition revenue, despite the Group had 3 new cinemas during the Period.

The Group continued adopting various measures to alleviate the adverse impacts, including negotiating with landlords for rental reductions, implementing staff cost saving measures, improving the customers experience, and launching various promotional programs. With an increase in operating expenses arising from the opening of 3 new cinemas and maintenance of the existing cinemas, as well as the decline in film exhibition revenue, the Group incurred a net loss for the Period amounting to HK$128.1 million (2019: HK$99.0 million). Basic loss per share was HK$0.04 (2019: HK$0.03).

MANAGEMENT DISCUSSION AND ANALYSIS

The Group principally engages in entertainment, media and cultural development businesses, which include (i) cinema operation; and (ii) investment in films and a variety of cultural events.

BUSINESS REVIEW

Film Exhibition

During the Period, the number of days of closure of the Group's cinemas in several regions ranged from 23 to 74 days as a result of the COVID-19. For the remaining days when the cinemas were in operation during the Period, there were restrictions on the seating capacity and food consumption within the cinema houses, as required by the respective regulatory bodies. In addition, the release of majority of potential blockbusters have been postponed pending better business environment. Revenue from the film exhibition segment therefore inevitably decreased by 24.9% to HK$72.1 million (2019: HK$96.1 million).

As at 31 December 2020, the Group had 14 (2019: 11) cinemas in mainland China, Hong Kong and Malaysia under "Emperor Cinemas", offering a total of 116 (2019: 95) houses with approximately 15,300 (2019: 12,400) seats, all of which are situated in strategic locations providing premium entertainment services. The details of the film exhibition network as at 31 December 2020 are as follows:

Mainland China

Hong Kong

• 9. iSQUARE, Tsim Sha Tsui

• 10. The LOHAS, Tseung Kwan O *

• 11. Citywalk, Tsuen Wan

• 12. MOSTown, Ma On Shan

• 13. New Town Commercial Arcade, Tuen Mun

* Newly opened during the Period

Located in either large-scale commercial and entertainment complex or upscale residential areas, the cinemas of the Group are positioned as high-end premium cinemas equipped with advanced technologies including IMAX® theatre system, ScreenX, 4DX or MX4D motion systems, D-Box seats and Dolby Atmos audio system. They also feature VIP houses and VIP lounges, where the audiences can enjoy premium and exclusive entertainment services.

During the Period, 2 new cinemas were opened in mainland China, and another in Hong Kong. "Emperor Cinemas" in The LOHAS, Tseung Kwan O, Hong Kong, commenced operation in November 2020. This is the biggest cinema complex in that district, with 6 houses and offering a total of 885 seats. Its design concept is based on the theme of urban nourishment, in order to align with the shopping mall's theme of Lifestyles of Health and Sustainability. Also, the exceptional design of the herringbone roof, which is made of wood and resembles a farmhouse, creates an amiable feeling for the patrons of "Emperor Cinemas ".

Investments in Films and Cultural Events

As at 31 December 2020, the Group had investments in certain film productions at the fair value of HK$6.3 million (30 June 2020: HK$6.2 million).

PROSPECTS

China's film industry has been developing rapidly in recent years. With China's effective containment of the COVID-19 and the pent-up moviegoer demand, China's box office has shown a remarkable recovery since reopening of cinemas in July 2020, overtaking North America to become the world's largest movie market in 2020, according to the 2020 China Film Market Report (2020 ϋཥᅂ̹ఙ༟ࣘݸ࿀ jointly released by Maoyan Entertainment €፟଻࢈ᆀ and Weibo €ฆ௹ . Stepping into 2021, the market continued robust growth with China's box office revenue reaching approximately RMB600 million on New Year's Day, and exceeding RMB2 billion in the first 10 days of 2021, according to the Maoyan ticketing platform. This was a positive sign indicating the rebound of the market.

Subsequent to the Period, the COVID-19 is still raging in many locations around the world, including those in which the Group's cinemas operate. Although various governments have been pushing ahead with vaccination programmes, it takes time to achieve mass inoculation. Thus, it is anticipated that the containment measures may continue in the near term. Closures of cinemas may continue intermittently, seating capacity may be restricted when cinemas are allowed to reopen, and major studios may further postpone film releases. Hence, the film industry's operating environment will remain challenging at least in the first half of 2021. In view of this, the Group will adhere to its prudent approach and continuously review its cost structures, in order to enhance its overall operating efficiency. The Group will also utilise social media to promote its brand image and drive ticket sales and visitations, as well as enhance customer loyalty.

The Group has already built a strategic cinema network across the region. Leveraging its long established "Emperor " brand label as well as synergy with Emperor Entertainment Group artistes, plus the positive long-term outlook for China's movie industry, the Group will endeavour to strengthen its position in the industry and maintain stable business growth.

OTHER FINANCIAL INFORMATION Liquidity and Financial Resources

As at 31 December 2020, the Group's cash and cash equivalents amounted to HK$44.5 million (30 June 2020: HK$40.6 million), which are mainly denominated in Hong Kong dollars, Renminbi and Malaysian Ringgit.

To finance its operations and capital expenditure, the Group utilises cash flow generated from operations and from loan facilities granted by a related party and a bank. As at 31 December 2020, the Group had total borrowings of HK$270.3 million (30 June 2020: HK$191.9 million), which comprised a loan from a related party of HK$224.7 million (30 June 2020: HK$146.3 million), bank loan of HK$2.0 million (30 June 2020: HK$2.0 million) and amount due to non-controlling interests of HK$43.6 million (30 June 2020: HK$43.6 million), respectively. Except for the amount due to non-controlling interests, which is unsecured, interest-free and was provided with an agreement not to demand repayment within 12 months from the date of the end of the Period, all these borrowings are unsecured, interest-bearing and had fixed repayment terms. The gearing ratio of the Group (expressed as a percentage of total borrowings over net asset attributable to owners of the parent) was 142.5% (30 June 2020: 65.3%) as of 31 December 2020. Such increase is mainly due to the increase in total borrowings for expansion of cinema operation as well as the decrease in net asset value affected by the COVID-19.

The Group has closely monitored the development of the COVID-19 and its impact on the current and anticipated liquidity of the Group in the future. Having considered the existing improvement measures implemented by the Group and the available loan facilities granted by the related party and the bank, the Directors believed that the Group will have sufficient financial resources to satisfy its future working capital and other financing requirements for the foreseeable future.

Exposure to Fluctuation in Exchange Rates and Related Hedges

The Group's cash and bank balances, income and expenditure are primarily denominated in Hong Kong dollars, Renminbi and Malaysian Ringgit. As most of the Group's assets, liabilities and transactions were transacted at and denominated in the functional currency of its foreign operations, the Group did not expose to significant fluctuation in foreign exchange rates during the Period.

Termination of Possible Acquisition and Possible Voluntary Offer of Shares of SMI Culture & Travel Group Holdings Limited ("SMI Culture" or the "Target Company")

On 24 February 2020, a wholly-owned subsidiary of the Company ("Potential Purchaser") issued a letter of intent to the receivers of SMI Culture (the "Receivers") for the potential acquisition of all or certain of 829,185,517 shares (the "Received Shares") of the Target Company ("Possible Acquisition"), representing approximately 52.51% of its issued share capital. This letter of intent was non-legally binding in nature.

In the event such Possible Acquisition was concluded, the Potential Purchaser might incur an obligation to conduct the mandatory general cash and/or securities exchange offer for all the issued shares and relevant securities of the Target Company (other than those which might be acquired or agreed to be acquired by the Potential Purchaser and parties acting in concert with it), pursuant to the Takeovers Code. In the event that no acquisition of the aforesaid shares from the Receivers was concluded, or a percentage of the Target Company's shares was acquired that fell short of triggering a mandatory general offer, the Potential Purchaser might nevertheless make a voluntary offer for the shares and other securities of the Target Company (the "Possible Voluntary Offer", together with the Possible Acquisition, collectively referred to as "Possible Transaction") pursuant to the Takeovers Code.

The Potential Purchaser had strived to conduct a due diligence review of the Received Shares and the Target Company and its subsidiaries (collectively, the "Target Group"), and had sought to ascertain the positions of major creditors of the Target Group and the possibility of restructuring the debts or debt securities owed by the Target Group to them. Given that there were difficulties in obtaining the necessary financial information and due diligence documents of the Target Group, which imposed limitations on the discussions, the Potential Purchaser and the Receivers had considered various actions to facilitate the process.

On 30 December 2020, the discussions regarding the Possible Transaction were terminated by the Group due to the difficulty in assessing the value of issued shares of the Target Company, including the Received Shares in respect of the Possible Transaction. No formal or legally binding agreement had been entered into in respect of the Possible Transaction between the Receivers and the Potential Purchaser. For the purposes of the Takeovers Code, the offer period ended on 30 December 2020.

Details in relation to the Possible Transaction and its termination were made in the joint announcements of the Company and the Potential Purchaser dated 26 February 2020, 25 March 2020, 24 April 2020, 25 May 2020, 26 June 2020, 24 July 2020, 25 August 2020, 25 September 2020, 27 October 2020, 30 November 2020 and 30 December 2020.

EMPLOYEES AND REMUNERATION POLICY

As at 31 December 2020, the Group's number of employees was 478 (30 June 2020: 502). Total staff costs including the Directors' remuneration and other staff costs for the Period were HK$27.6 million (2019: HK$32.5 million). Each employee's remuneration was determined in accordance with individual's responsibilities, competence and skills, experience and performance, as well as market pay levels. Staff benefits include medical and life insurance, provident funds and other competitive fringe benefits.

To provide incentive or rewards to staff, the Company has adopted a share option scheme, particulars of which will be set out in the section headed "Share Options" of the Company's interim report.

INTERIM DIVIDEND

The Board has resolved not to declare any interim dividend for the Period (2019: Nil).

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 31 December 2020

Six months ended 31 December

2020 2019

(Unaudited) (Unaudited)NotesHK$'000 HK$'000

REVENUE Cost of sales

4

72,099

96,062

(32,457) (38,815)Gross profit

Other income and gains

39,642 57,247

11,323 3,113

Selling, distribution and other cinema operating expenses (126,371) (103,138)General and administrative expenses Other expenses

Finance costs

LOSS BEFORE TAX Income tax

(21,716) (28,919)

- (4,724)

6 5 7

(31,009) (22,553)

(128,131) (98,974)

-

-

LOSS FOR THE PERIODOTHER COMPREHENSIVE INCOME/(LOSS)

Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods: Exchange differences:

Exchange differences on translation of foreign operations

OTHER COMPREHENSIVE INCOME/(LOSS)

FOR THE PERIOD, NET OF TAX

TOTAL COMPREHENSIVE LOSS

FOR THE PERIOD

(128,131) (98,974)

19,988 (4,189)

19,988 (4,189)

(108,143) (103,163)

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the six months ended 31 December 2020

LOSS FOR THE PERIOD ATTRIBUTABLE TO:

Owners of the parent

Non-controlling interests

TOTAL COMPREHENSIVE LOSS

FOR THE PERIOD ATTRIBUTABLE TO: Owners of the parent

Non-controlling interests

LOSS PER SHARE ATTRIBUTABLE TO OWNERS

OF THE PARENT:

Basic and diluted

Six months ended 31 December

2020 2019

(Unaudited) (Unaudited)NoteHK$'000 HK$'000

(123,430) (94,807)

(4,701) (4,167)

(128,131) (98,974)

(103,971) (98,611)

(4,172) (4,552)

(108,143) (103,163)

9

HK$(0.04)

HK$(0.03)

As at

As at

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 31 December 2020

1. BASIS OF PREPARATION

The unaudited condensed consolidated financial statements for the Period have been prepared in accordance with the Hong Kong Accounting Standard ("HKAS") 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange. They have been prepared under the historical cost convention, except for certain financial assets which have been measured at fair value.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual consolidated financial statements for the year ended 30 June 2020.

Certain comparative figures have been reclassified to be consistent with the current period's presentation.

The ongoing COVID-19 and the corresponding quarantine measures has disrupted the business operations and development of the Group, which had a negative impact on the Group's results for the Period. The Group has closely monitored the development of the COVID-19 and the extent of the impact depends on the duration of the COVID-19 and implementation of relevant policies and protective measures by respective government departments. The Group has paid close attention to any significant changes of situation and has evaluated their impact on the Group's consolidated financial position, financial performance and cash flows, as well as financial resources to the Group in the short to medium term.

The Group had a net loss attributable to owners of the parent of HK$123,430,000 (2019: HK$94,807,000) for the Period and net current liabilities of HK$86,645,000 (30 June 2020: HK$29,168,000) and net assets of HK$149,404,000 (30 June 2020: HK$257,547,000) as at 31 December 2020. The Group had total cash and cash equivalents of HK$44,540,000 (30 June 2020: HK$40,625,000) as at 31 December 2020 and positive net cash flows from operating activities of HK$1,212,000 (2019: HK$141,626,000) for the Period.

In preparing these condensed consolidated financial statements, the Directors have careful consideration to the current and anticipated future liquidity of the Group and the ability of the Group to attain growth and cash positive operations in the near future. Active measurements to save costs, to enhance the Group's existing operations and to focus on improving the financial resources of the Group have been implemented/ contemplated by the Group to control its operating expenses and cash outflows in the current and coming years and to enable the Group to revitalise itself to take advantage of any growth opportunities in the near future (the "Improvement Measurements").

In addition, the Group has obtained a long-term loan facility of HK$1,200,000,000 (the "Other Loan Facility"), of which an aggregate loan principal amount of HK$220,000,000 (30 June 2020: HK$144,000,000) was utilised as at 31 December 2020. The Group has also obtained a revolving loan facility from a bank in amount of HK$20,000,000 (the "Bank Loan Facility"), of which an aggregate loan principal amount of HK$2,000,000 (30 June 2020: HK$2,000,000) was utilised as at 31 December 2020.

The Directors have evaluated relevant conditions and events that are known or could be reasonably forecasted/ estimated. Based on such evaluation, the Directors are of the opinion that, in light of the measures/arrangements contemplated/implemented to date, including, inter alia, the Improvement Measures, and the availability of the Other Loan Facility and the Bank Loan Facility, the Group will have sufficient financial resources to satisfy its future working capital and other financing requirements for the foreseeable future and, accordingly, it is appropriate for the Group to continue to adopt the going concern basis in preparing these condensed consolidated financial statements for the Period.

2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements for the Period are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended 30 June 2020, except for the adoption of the revised Hong Kong Financial Reporting Standards ("HKFRSs") effective as of 1 July 2020.

Application of amendments to HKFRSs

In the Period, the Group has applied, the Amendments to References to the Conceptual Framework in HKFRS Standards and the following amendments to HKFRSs issued by the HKICPA, for the first time, which are mandatorily effective for the annual period beginning on or after 1 July 2020 for the preparation of the Group's interim condensed consolidated financial statements:

Except as described below, the application of the Amendments to References to the Conceptual Framework in HKFRS Standards and the amendments to HKFRSs in the current period has had no material impact on the Group's financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.

Nature and impact of the revised HKFRSs

• (a) Amendment to HKFRS 16 provides a practical expedient for lessees to elect not to apply lease modification accounting for rent concessions arising as a direct consequence of the COVID-19. The practical expedient applies only to rent concessions occurring as a direct consequence of the COVID-19 and only if (i) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • (ii) any reduction in lease payments affects only payments originally due on or before 30 June 2021; and

  • (iii) there is no substantive change to other terms and conditions of the lease.

  During the Period, certain monthly lease payments for the leases of the Group's cinemas and office buildings have been reduced or waived by the lessors as a result of the COVID-19 and there are no other changes to the terms of the leases. The Group has adopted the amendment in the Period and elected not to apply lease modification accounting for all rent concessions granted by the lessors as a result of the COVID-19 during the Period. Accordingly, a reduction in the lease payments arising from the rent concessions of HK$10,060,000 has been accounted for as a variable lease payment by derecognising part of the lease liabilities and crediting to profit or loss for the Period.

• (b) Amendments to HKAS 1 and HKAS 8 provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information. The amendments did not have any impact on the Group's interim condensed consolidated financial statements.

3. OPERATING SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their products and services, and has two reportable operating segment as follows:

• (a) Cinema operation

• (b) Investments in films and culture events (including investments in film and event projects)

Management monitors the results of the Group's operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/loss, which is a measure of adjusted profit/loss before tax. The adjusted profit/ loss before tax is measured consistently with the Group's profit/loss before tax except that bank interest income, non-lease-related finance costs, fair value gain/loss on investments in listed equity securities included in financial assets at fair value through profit or loss ("FVTPL") as well as unallocated corporate and other expenses are excluded from such measurement.

Information regarding the above segments is reported as below:

Segment revenue and results

For the six months ended 31 December 2020

Investments

Cinema operation (Unaudited)

in films and cultural events

(Unaudited)Total (Unaudited)

HK$'000

HK$'000

HK$'000

Segment revenue (note 4) Sales to external customers

72,099

-

72,099

Segment results Reconciliation:

(123,825)

69

(123,756)

Bank interest income 33

Fair value gain on financial assets at FVTPL 267

Unallocated corporate and other expenses (2,292)

Finance costs (other than interest on lease liabilities) (2,383)

Loss before tax (128,131)

• 3. OPERATING SEGMENT INFORMATION (Continued) Segment revenue and results (Continued)

  For the six months ended 31 December 2019

  Cinema operation (Unaudited)Investments in films and cultural events

  (Unaudited)Total (Unaudited)

  HK$'000

  HK$'000

  HK$'000

  Segment revenue (note 4) Sales to external customers

  96,062

  -

  96,062

  Segment results Reconciliation: Bank interest income

  (91,241)

  (332)

  (91,573)

  281

  Fair value loss on financial assets at FVTPL (4,426)

  Unallocated corporate and other expenses (3,256)Loss before tax (98,974)No analysis of the Group's assets and liabilities by operating and reportable segments is disclosed as it is not regularly provided to management for review.

  Other than the segment information disclosed above, there was no other information reviewed by management for both periods.

• 4. REVENUE

  An analysis of the Group's revenue is as follows:

Six months ended 31 December

4. REVENUE (Continued)

(a) Disaggregated revenue information for revenue from contracts with customers Cinema operation segment

Six months ended 31 December

Information about the Group's performance obligations is summarised below:

Box office takings

The performance obligation is satisfied when the film is exhibited to the customer and payment in advance is normally required.

Sales of concession goods

The performance obligation is satisfied at a point in time when the customer takes possession of the goods and payment is received.

Screening advertising services

The performance obligation is generally satisfied over time when the customer simultaneously receives and consumes the benefits as the Group makes the cinema available for screening of advertisements over the term of the agreement, while certain payments in advance are normally required.

Six months ended 31 December

• * Depreciation of property, plant and equipment of HK$37,390,000 (2019: HK$20,349,000) and depreciation of right-of-use assets of HK$54,354,000 (2019: HK$39,492,000) are included in "Selling, distribution and other cinema operating expenses" in the condensed consolidated statement of profit or loss and other comprehensive income.

• ** Included in "Other expenses" in the condensed consolidated statement of profit or loss and other comprehensive income.

• ^ An amount of HK$9,867,000 (2019: Nil) is included in "Selling, distribution and other cinema operating expenses" in the condensed consolidated statement of profit or loss and other comprehensive income.

• ^^ Included in "Other income and gains" in the condensed consolidated statement of profit or loss and other comprehensive income.

6.

• 7. INCOME TAX

  No provision for Hong Kong Profits Tax has been made as the Group did not generate any assessable profits arising in Hong Kong during the Period (2019: Nil).

  Pursuant to the rules and regulations of Bermuda and the British Virgin Islands (the "BVI"), the Group is not subject to any income tax in Bermuda and the BVI.

  No provision for Enterprise Income Tax of the People's Republic of China, Macau Complementary Income Tax and Malaysia Corporate Income Tax have been made in the condensed consolidated financial statements as the Group had no assessable profits arising in Mainland China, Macau and Malaysia for both periods.

• 8. DIVIDENDS

  The Board has resolved not to declare any interim dividend for the Period (2019: Nil)

• 9. LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT

  Basic

  The calculation of the basic loss per share amounts is based on the loss for the Period attributable to owners of the parent of HK$123,430,000 (2019: HK$94,807,000), and the weighted average number of the ordinary shares of the Company of approximately 3,213,341,000 (2019: 3,213,341,000) in issue during both periods.

  Diluted

  No adjustment has been made to the basic loss per share amounts presented for both periods as the Group had no potentially dilutive ordinary shares in issue during those periods.

• 10. TRADE RECEIVABLES

As at

For the Group's box office takings and sale of concession goods and other products, payments on demand or in advance in cash or by major credit/debit cards or other electronic/mobile payment methods are normally required, with the settlements from the corresponding banks or other financial institutions normally within 2 to 30 days. The Group's trading term with its other customers are mainly on credit and the credit period is generally 1 month from the date of billing.

• 10. TRADE RECEIVABLES (Continued)

  An ageing analysis of the trade receivables at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:

  As at

  31 December 2020 (Unaudited)

  HK$'000

  30 June 2020 (Audited) HK$'000

  Within 1 month 1 - 3 months Over 3 months

  4,430

  -

  2,037

  2,502

  -

  30

  6,467

• 11. TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS

2,532

As at

31 December 2020 (Unaudited)

HK$'000

30 June 2020 (Audited) HK$'000

Trade payables Accruals Other payables

13,156 4,847

14,769 8,257

49,937 35,835

77,862 48,939

An ageing analysis of the trade payables at the end of the reporting period, based on the invoice date, is as follows:

REVIEW OF INTERIM RESULTS

The condensed consolidated financial statements of the Group for the Period have not been audited nor reviewed by the Company's auditor, Ernst & Young, but have been reviewed by the audit committee of the Company, which comprises three independent non-executive Directors of the Company.

CORPORATE GOVERNANCE Corporate Governance Code

During the Period, the Company had complied with all code provisions set out in the Corporate Governance Code contained in Appendix 14 of the Listing Rules.

Model Code for Securities Transactions

The Company had adopted the Model Code for Securities Transactions by Directors of Listed Issuers ("Model Code") as set out in Appendix 10 of the Listing Rules as its code of conduct regarding Directors' securities transactions. Having made specific enquiry to the Directors, all of them confirmed that they had complied with the required standard of dealings as set out in the Model Code throughout the Period.

Relevant employees who are likely to be in possession of unpublished price-sensitive information of the Group are also subject to compliance with written guidelines in line with the Model Code. No incident of non-compliance by relevant employees was noted during the Period.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities during the Period.

PUBLICATION OF THE UNAUDITED INTERIM RESULTS AND INTERIM REPORT The interim results announcement is published on the websites of the Stock Exchange athttps://www.hkexnews.hkand the Company at https://www.empculture.com. The interim report of the Company for the Period will be dispatched to the shareholders of the Company and will be available on the aforesaid websites in due course.

By Order of the Board

Emperor Culture Group Limited

Fan Man Seung, Vanessa

Chairperson

Hong Kong, 24 February 2021

As at the date hereof, the Board comprises:

Executive Directors:

Independent Non-executive Directors:

Emperor Culture Group Limited 2020/2021 Interim Results Announcement

Ms. Fan Man Seung, Vanessa Mr. Wong Chi Fai

Mr. Yeung Ching Loong, Alexander Ms. Shirley Percy Hughes

Ms. Chan Sim Ling, Irene Mr. Ho Tat Kuen

Ms. Tam Sau Ying