EMPEROR INTERNATIONAL HOLDINGS LIMITED 
By 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)
(Stock Code : 163)(Incorporated in Hong Kong with limited liability)
(Stock Code : 887) CONTINUING CONNECTED TRANSACTION
The boards of directors of Emperor International and Emperor W&J announce that on
30 January 2013, Gold Pleasure as licensor entered into the Sub-License Agreement with Beauty Royal as licensee in relation to the licensing of the Property.
Gold Pleasure is an indirect wholly-owned subsidiary of Emperor International. Beauty Royal is an indirect wholly-owned subsidiary of Emperor W&J. Both Emperor International and Emperor W&J are indirectly owned as to 74.93% and
52.57% respectively by the AY Trust, a discretionary trust set up by Dr. Albert Yeung. As such, Beauty Royal is a connected person of Emperor International and Gold Pleasure is a connected person of Emperor W&J under Chapter 14A of the Listing Rules. Accordingly, the Sub-License Agreement constitutes a continuing connected transaction for both of Emperor International and Emperor W&J.
As the applicable percentage ratios on an annual basis calculated with reference to Aggregate Annual Caps of both Emperor International and Emperor W&J are more than 0.1% but less than 5%, under Rule 14A.34 of the Listing Rules, the Sub-License Agreement is subject to the reporting and announcement requirements set out in Rules
14A.45 to 14A.47 of the Listing Rules, the annual review requirements set out in
Rules 14A.37 to 14A.40 and the requirements set out in Rules 14A.35(1) and
14A.35(2) but is exempted from the approval of the respective independent shareholders of both Emperor International and Emperor W&J.
The boards of directors of Emperor International and Emperor W&J announce that on
30 January 2013, Gold Pleasure as licensor entered into the Sub-License Agreement with Beauty Royal as licensee in relation to the licensing of the Property.
Licensor: Gold Pleasure
Licensee: Beauty Royal
Property: Projected signage of 4-8 Canton Road, Kowloon, Hong
Kong
* for identification purposes only
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Usage: for outdoor advertising
Term: 4 months (February, August, October, and December of
2013)
License Fee: February and August 2013 - HK$480,000.00 per month October and December 2013 - HK$600,000.00 per month Inclusive of rates, management fees but exclusive of electricity charges and other outgoing charges
Deposit: HK$1,800,000.00 which is equivalent to three months'
highest license fee
The Aggregate Annual Cap of Emperor International for the Sub-License Agreement, the Previous Sub-License Agreement and the Last Tenancy Agreement (which are aggregated under Rule 14A.25 of the Listing Rules) based on the total annual effective license fee/rental received/receivable thereunder for each of the years ending
31 March 2013, 2014 and 2015 will be as follows:
HK$
2014HK$
2015HK$
Sub-License Agreement 480,000 1,680,000 - Previous Sub-License Agreement 2,280,000 - - Last Tenancy Agreement 63,446,000 63,446,000 48,096,000
Total 66,206,000 65,126,000 48,096,000
The Aggregate Annual Cap of Emperor W&J for the Sub-License Agreement and the Last Tenancy Agreement (which are aggregated under Rule 14A.25 of the Listing Rules) based on the total annual effective license fee/rental paid/payable thereunder for each of the years ending 31 December 2013, 2014 and 2015 will be as follows:
HK$
2014HK$
2015HK$
Sub-License Agreement 2,160,000 - - Last Tenancy Agreement 63,446,000 63,446,000 512,000
Total 65,606,000 63,446,000 512,000
Emperor International is an investment holding company and its subsidiaries are principally engaged in property development and investment, and hotel operation. The Property is held by Emperor International as investment property for license fee income.
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Emperor W&J is an investment holding company and its subsidiaries are principally engaged in the sales of luxurious branded watches, as well as the design and sales of jewellery products in Hong Kong, Macau and the PRC.
The terms of the Sub-License Agreement are arrived at after arm's length negotiation and are on normal commercial terms. The license fee of the Sub-License Agreement was determined with reference to the prevailing market license fee of similar property in the nearby locations. The directors of both Emperor International and Emperor W&J (including the respective independent non-executive directors) consider that the Sub-License Agreement is on normal commercial terms, in the normal course of business, fair and reasonable and in the interests of both Emperor International and Emperor W&J and their respective shareholders as a whole. Ms. Luk Siu Man, Semon, the Chairperson of Emperor International, and Ms. Cindy Yeung, the Chairperson of Emperor W&J, did abstain from voting at the respective board meetings of Emperor International and Emperor W&J in view of their deemed interests in the transactions by virtue of being the spouse of Dr. Albert Yeung, a deemed substantial shareholder of Emperor International and being one of the eligible beneficiaries of the AY Trust respectively. Mr. Wong Chi Fai and Ms. Fan Man Seung, Vanessa, being the common directors of both Emperor International and Emperor W&J, did voluntarily abstain from voting at the respective board meetings of Emperor International and Emperor W&J although they were not considered by the Board to be materially interested in the transactions.
Gold Pleasure is an indirect wholly-owned subsidiary of Emperor International and principally engaged in property investment. Beauty Royal is an indirect wholly-owned subsidiary of Emperor W&J and principally engaged in the provision of group tenancy agent services for Emperor W&J and its subsidiaries.
Emperor International and Emperor W&J are indirectly owned as to 74.93% and
52.57% respectively by the AY Trust, a discretionary trust set up by Dr. Albert Yeung. As such, Beauty Royal is a connected person of Emperor International and Gold Pleasure is a connected person of Emperor W&J under Chapter 14A of the Listing Rules. Accordingly, the Sub-License Agreement constitutes a continuing connected transaction for both of Emperor International and Emperor W&J.
As the applicable percentage ratios on an annual basis calculated with reference to Aggregate Annual Caps of both Emperor International and Emperor W&J are more than 0.1% but less than 5%, under Rule 14A.34 of the Listing Rules, the Sub-License Agreement is subject to the reporting and announcement requirements set out in Rules
14A.45 to 14A.47 of the Listing Rules, the annual review requirements set out in
Rules 14A.37 to 14A.40 and the requirements set out in Rules 14A.35(1) and
14A.35(2) but is exempted from the approval of the respective independent shareholders of both Emperor International and Emperor W&J.
"Aggregate Annual Cap of
Emperor International"
the maximum amount of effective license fee/rental received/receivable by Emperor International under the Sub-License Agreement, the Previous Sub-License Agreement and the Last Tenancy Agreement
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based on the total annual effective license fee/rental received/receivable thereunder for each of the years ending 31 March 2013,
2014 and 2015
"Aggregate Annual Cap of
Emperor W&J"
the maximum amount of effective license fee/rental paid/payable by Emperor W&J under the Sub-License Agreement and the Last Tenancy Agreement based on the license fee/rental paid/payable thereunder for each of the years ending 31 December
2013, 2014 and 2015
"AY Trust" The Albert Yeung Discretionary Trust, a discretionary trust set up by Dr. Albert Yeung
"Beauty Royal" Beauty Royal Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Emperor W&J
"Dr. Albert Yeung" Dr. Yeung Sau Shing, Albert
"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
"Emperor W&J" Emperor Watch & Jewellery Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange
"Gold Cheer" Gold Cheer Corporation Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Emperor International and is principally engaged in property investment
"Gold Pleasure" Gold Pleasure Investment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Emperor International and is principally engaged in property investment
"Happy Rain" Happy Rain Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Emperor International and is principally engaged in property investment
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"HK$" Hong Kong dollars
"Last Tenancy Agreement" A tenancy agreement dated 15 December
2011 entered into between Gold Pleasure, Total Treasure, Gold Cheer, Happy Rain and Beauty Royal in relation to the tenancies of the Previous Properties for the period from 4
January 2012 to 3 January 2015 (both days inclusive), details were set out in the joint announcement of Emperor International and Emperor W&J dated 15 December 2011
"Listing Rules" The Rules Governing the Listing of
Securities on the Stock Exchange
"PRC" The People's Republic of China
"Previous Properties" i) G/F & 1/F, ii) Tenements A and B on 3/F, iii) Portion of A of Tenement A on 4/F and roof, iv) Four outdoor advertising signs on the external walls, all of which are located at Nos. 4-8 Canton Road, Kowloon, Hong Kong
"Previous Sub-License
Agreement"
A sub-license agreement dated 29 March
2012 entered into between Gold Pleasure and Beauty Royal in relation to the licensing of the Property for the period of May, August, September, October, November and December 2012, details were set out in the joint announcement of Emperor International and Emperor W&J dated 29
March 2012
"Property" Projected signage of 4-8 Canton Road, Kowloon, Hong Kong
"sq. ft." square feet
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Sub-License Agreement" The sub-license agreement dated 30 January
2013 entered into between Gold Pleasure and Beauty Royal in relation to the licensing of the Property
"Total Treasure" Total Treasure Investment Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of Emperor International and is principally engaged in property investment
5
"%" per cent
By order of the board
Chairperson
By order of the board Emperor Watch & Jewellery Limited Cindy Yeung
Chairperson
Hong Kong, 30 January 2013
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. Chan Man Hon, Eric
Mr. Liu Hing Hung
Ms. Cheng Ka Yu
As at the date hereof, the board of directors of Emperor W&J comprises:
Executive Directors: Ms. Cindy Yeung
Mr. Chan Hung Ming
Mr. Wong Chi Fai
Ms. Fan Man Seung, Vanessa
Independent Non-Executive Directors: Ms. Yip Kam Man
Mr. Chan Hon Piu
Ms. Lai Ka Fung, May
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