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: 717)

DISCLOSEABLE TRANSACTION

PROVISION OF LOAN FACILITY

  1. On 9 September 2019, the Lender entered into the Loan Agreement with the Borrower in relation to the provision of Loan Facility of up to HK$160,000,000 which is available for drawdown subject to terms of Loan Agreement, and shall be repaid within 12 months from the date of first drawdown.
  2. The transaction is subject to the announcement requirement as set out in the Listing Rules but exempts from Shareholders' approval requirement under the Listing Rules.

The Board announces that on 9 September 2019, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreement with the Borrower.

THE LOAN AGREEMENT

Date

:

9 September 2019

Lender

:

Emperor Prestige Credit Limited, an indirect wholly-owned

subsidiary of the Company

Borrower

:

the borrower under the Loan Agreement

The Borrower is an investment company incorporated in the British Virgin Islands. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Borrower and its ultimate beneficial owner are independent third parties not connected with the Company or connected persons of the Company.

* for identification purpose only

1

Amount of the Loan Facility

:

up to HK$160,000,000

Repayment

:

within 12 months from the date of first drawdown

Interest

:

12% per annum

The drawdown of the Loan Facility is subject to the satisfaction of credit assessment of the Borrower by the Lender pursuant to the terms of the Loan Agreement. The Borrower is required to provide the Lender with securities as requested by the Lender as from time to time.

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 Lender provides tailored professional wealth solutions to high net worth clients to meet their business needs, including short term bridging loan 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 and upon normal commercial terms. The Loan Facility will be funded by internal resources of the Group.

Having considered the financial background of the Borrower and the size of the Borrower's liquid assets, and taking into account the expected revenue to be generated to the Group, the Directors believe that the terms of the Loan Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

Pursuant to Rule 14.06(2) of the Listing Rules, the granting of the Loan Facility constitutes a discloseable transaction of the Company as the relevant percentage ratio(s) exceed 5% but are under 25% and it is subject to the announcement requirement as set out in the Listing Rules but exempts from Shareholders' approval requirement under the Listing Rules.

2

DEFINITIONS

"Board"

board of Directors of the Company

"Borrower"

the borrower under the Loan Agreement and an independent third

party

"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

"Directors"

the directors of the Company

"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

"Lender"

Emperor Prestige Credit 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 9 September 2019 entered into between the

Lender and the Borrower relating to the granting of the Loan Facility

"Loan Facility"

the revolving loan facility in the amount of up to HK$160,000,000

granted by the Lender to the 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

3

"%"

per cent

By order of the Board of

Emperor Capital Group Limited

Daisy Yeung

Managing Director

Hong Kong, 9 September 2019

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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Emperor Capital Group Ltd. published this content on 09 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 September 2019 10:31:08 UTC